SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 21, 1999
DADE BEHRING INC.
(Exact name of registrant as specified in its charter)
Delaware 333-13523 36-3949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1717 Deerfield Road, Deerfield, Illinois 60015-0778
(Address of principal executive offices) (Zip Code)
Item 5 Other Events
The Registrant is a wholly-owned subsidiary of Dade Behring
Holdings, Inc. which announced that, as a result of its
previously reported share repurchase program, Hoechst AG's
economic ownership would increase to approximately 50% while the
non-Hoechst AG shareholders will continue to hold voting
control. Approximately $400 million of its outstanding stock
will be repurchased from its non-Hoechst AG shareholders.
Also, the Registrant announced a proposed new senior bank credit
facility which will replace its current senior bank credit
facility and finance the share repurchase program of Dade
Behring Holdings, Inc.
Item 7 Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
99.1 Press Release related to the Dade Behring Holdings,
Inc. share repurchase program and the Dade Behring Inc.
proposed new senior bank credit facility.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dade Behring Inc.
(Registrant)
By:/s/
Name: Glenn R. Richter
Title: Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer of
Registrant)
Dated: May 24, 1999
N E W S R E L E A S E
DADE BEHRING
DADE BEHRING INC.
1717 Deerfield Road
P.O. Box 778
Deerfield, IL 60015-0778
847.267.5300
For Immediate Release
Contact: Fred Nachman for Dade Behring, 312-832-9300 x202
Joe Grillo for Bain Capital, 617-951-0000
Dade Behring Announces Ownership Position of Hoechst AG Will Increase
to Approximately 50 Percent After Completion of Share Repurchase Program
Voting Control to Remain with Current Shareholder Group
DEERFIELD, Ill. (May 21, 1999) - Dade Behring, a leading global
manufacturer and marketer of products and systems serving clinical
diagnostics, today announced that following the completion of a share
repurchase program announced on May 3, 1999, Hoechst AG will increase
its economic ownership in the company to approximately 50 percent. The
non-Hoechst AG shareholders of Dade Behring - Bain Capital, Goldman
Sachs & Co. and company management - will continue to hold voting
control of the company.
Hoechst AG, headquartered in Frankfurt, Germany, currently owns a
32.5 percent share of Dade Behring. Under the share repurchase program,
Dade Behring will repurchase approximately $400 million of its
outstanding stock from its non-Hoechst AG shareholders and retire these
shares.
Also, Dade Behring Inc. announced that it has appointed Bankers
Trust Company as Administrative Agent and Goldman Sachs Credit Partners
L.P. as Syndication Agent for a new senior bank credit facility. The
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bank credit facility will replace the company's current senior bank
credit facility and finance the share repurchase program. The company
said it expects the refinancing to close within the next 60 days.
With 1998 revenues of approximately $1.3 billion, Dade Behring is
among the largest clinical diagnostics companies worldwide and provides
the broadest available offering of products and systems for diagnostics
testing. Dade Behring is headquartered in Deerfield, Illinois, has
operations in 39 countries and works through distributors in other
regions.
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