<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 10549
FORM 8-K
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
TELEFLEX INCORPORATED
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report on Form
8-K, dated January 5, 1994, as set forth in the pages attached hereto.
Item 7. Financial Statements
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
TELEFLEX INCORPORATED
Dated: February 24, 1994 /s/ STEVEN K. CHANCE
Steven K. Chance
Vice President and
General Counsel
/s/ HAROLD L. ZUBER, JR.
Harold L. Zuber, Jr.
Vice President and
Controller
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<PAGE> 2
Item 7. Financial Statements
The following financial statements relate to Teleflex Incorporated and
Weck:
Index
<TABLE>
<CAPTION>
Page
<S> <C>
Description of the pro forma condensed financial information...... 3
Pro Forma financial statements.................................... 4-6
Notes to condensed financial information.......................... 7-8
Audited financial statements of Weck.............................. 9-20
</TABLE>
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<PAGE> 3
PRO FORMA CONDENSED FINANCIAL INFORMATION
(Unaudited)
Teleflex Incorporated purchased certain assets and assumed certain
liabilities of Edward Weck Incorporated, a wholly-owned subsidiary of
Bristol-Myers Squibb Company. Hereafter, these assets and liabilities and the
related revenues and expenses will collectively be referred to as the
"Business".
The pro forma condensed statements of operations are based on the
historical statements of operations of Teleflex Incorporated and the Business
for the nine months ended September 1993 and the twelve months ended December
1992 and reflect the pro forma effects of the acquisition by Teleflex
Incorporated. The pro forma balance sheet is based on the historical balance
sheet of Teleflex Incorporated and the Business as of September 26, 1993 and
reflects the pro forma effects of the acquisition by Teleflex Incorporated.
The pro forma balance sheet has been prepared as if the described
transaction occurred on September 26, 1993. The pro forma statements of
operations have been prepared as if the described transaction had occurred
immediately prior to the beginning of the 12 months ended December 27, 1992 and
the 9 months ended September 26, 1993.
The pro forma condensed statements of operations and the pro forma
balance sheet give effect to the acquisition of the business under the purchase
method of accounting subject to the assumptions in the accompanying notes to
the pro forma financial statements. The total purchase price will be allocated
to the tangible and intangible assets and liabilities of the Business based
upon their respective fair values. Such allocations will be made based upon
valuations and other studies which have not been finalized. Accordingly, the
allocations of the purchase price included in the pro forma financial
statements are preliminary.
The unaudited pro forma financial information is presented for
comparative purposes only and is not necessarily indicative of what results of
operations or financial position would have been had such events been
consummated during the period or as of the date for which unaudited pro forma
financial information is presented.
-3-
<PAGE> 4
TELEFLEX INCORPORATED
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER
1992
--------------------- PRO FORMA
TELEFLEX WECK ADJUSTMENTS COMBINED
---------- -------- ----------- --------
<S> <C> <C> <C> <C>
REVENUES $570,338 $62,821 $633,159
-------- -------- --------
COST OF SALES 381,993 27,754 1,665 A 411,412
OPERATING EXPENSES 124,213 22,472 1,167 B 147,852
INTEREST EXPENSE 15,482 4,078 C 19,560
-------- -------- -------- --------
521,688 50,226 6,910 578,824
-------- -------- -------- --------
INCOME BEFORE TAXES 48,650 12,595 (6,910) 54,335
ESTIMATED TAXES ON INCOME 16,638 4,786 (2,626) D 18,798
-------- -------- -------- --------
INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE $ 32,012 $ 7,809 ($4,284) $ 35,537
======== ======== ======== ========
EARNINGS PER SHARE BEFORE
CUMULATIVE CHANGE IN
ACCOUNTING PRINCIPLE $ 1.87 $ 2.07
======== ========
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 17,132 17,132
</TABLE>
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<PAGE> 5
TELEFLEX INCORPORATED
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER
1993
------------------------ PRO FORMA
TELEFLEX WECK ADJUSTMENTS COMBINED
-------- ---- ----------- --------
<S> <C> <C> <C> <C>
REVENUES $489,374 $44,764 $534,138
-------- ------- --------
COST OF SALES 337,996 20,634 963 A 359,593
OPERATING EXPENSES 103,455 15,284 875 B 119,614
INTEREST EXPENSE 10,838 3,059 C 13,897
-------- ------- ------- --------
452,289 35,918 4,897 493,104
-------- ------- ------- --------
INCOME BEFORE TAXES 37,085 8,846 (4,897) 41,034
ESTIMATED TAXES ON INCOME 13,355 3,361 (1,861) D 14,855
-------- ------- ------- --------
NET INCOME $ 23,730 $ 5,485 ($3,036) $ 26,179
======== ======= ======= ========
EARNINGS PER SHARE $ 1.38 $ 1.52
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 17,238 17,238
</TABLE>
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<PAGE> 6
TELEFLEX INCORPORATED
PRO FORMA CONDENSED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 26, 1993
-------------------------
PRO FORMA
TELEFLEX WECK ADJUSTMENTS COMBINED
----------- ---------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $16,542 $1,500 C $18,042
ACCOUNTS RECEIVABLE, LESS
ALLOWANCE FOR
DOUBTFUL ACCOUNTS 126,588 126,588
INVENTORIES 144,843 13,903 1,400 A 160,146
PREPAID EXPENSES 8,121 284 8,405
-------- -------- -------- --------
296,094 14,187 2,900 313,181
PROPERTY, PLANT AND EQUIPMENT,
AT COST, LESS ACCUMULATED
DEPRECIATION 224,522 15,903 15,832 A 256,257
INVESTMENTS IN AFFILIATES 7,621 7,621
INTANGIBLES AND OTHER ASSETS 36,317 19,425 B 55,742
------ -------- -------- --------
$564,554 $30,090 $38,157 $632,801
========= ======== ======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
CURRENT PORTION OF
BORROWINGS AND DEMAND
LOANS $60,848 $60,848
ACCOUNTS PAYABLE AND
ACCRUED EXPENSES 67,775 2,247 70,022
ESTIMATED INCOME TAXES
PAYABLE 2,358 2,358
--------- -------- --------
130,981 2,247 133,228
LONG-TERM BORROWINGS 134,833 65,000 C 199,833
DEFERRED INCOME TAXES
AND OTHER 36,577 1,000 D 37,577
--------- -------- -------- --------
302,391 2,247 66,000 370,638
SHAREHOLDERS' EQUITY 262,163 27,843 (27,843) E 262,163
--------- -------- --------- --------
$564,554 $30,090 $38,157 $632,801
======== ======== ======== ========
</TABLE>
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<PAGE> 7
NOTES TO CONDENSED FINANCIAL INFORMATION
(UNAUDITED)
DESCRIPTION OF TRANSACTION
Teleflex Incorporated (the "Company") purchased certain assets and
assumed certain liabilities of Edward Weck Incorporated ("Weck"), a
wholly-owned subsidiary of Bristol-Myers Squibb Company ("BMS"). The assets
acquired and liabilities assumed (the "Business") were acquired for cash,
obtained through a $50,000,000 private placement financing at an average
interest rate of 6.6% and a $15,000,000 bank term loan at an average interest
rate of 5.2%. The excess of the acquisition financing over the purchase price
was used for general corporate purposes.
The Business designs, manufactures, markets and distributes surgical
products that are used by patients, medical practitioners and medical
facilities. The Business's four major product lines are ligation clips and
appliers, hand-held instruments, skin stapling devices and electrosurgical
devices.
METHOD OF ACCOUNTING
The pro forma condensed financial statements of operations and the pro
forma balance sheet give effect to the acquisition of the Business under the
purchase method of accounting.
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
A. Additional depreciation resulting from increased basis of property
and equipment acquired. Excludes the expensing of the adjustment
to inventories to their estimated fair value as such charge is
considered non-recurring.
B. Additional costs for post-retirement benefits and amortization of
goodwill on a basis not to exceed 30 years.
C. Interest charge related to the indebtedness incurred to finance the
acquisition of the Business.
D. Federal and state income tax related to the pro forma adjustments.
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<PAGE> 8
NOTES TO PRO FORMA BALANCE SHEET
A. Under purchase accounting, the assets of the acquired Business are
adjusted to their estimated fair value.
B. The excess of acquisition cost over the estimated fair value of net
assets acquired (goodwill).
C. The issuance of $50,000,000 in 6.6% (average interest rate)
Senior Notes payable, a $15,000,000 5.2% bank term loan (average
interest rate). The excess of the acquisition financing over the
purchase price is included in cash and cash equivalents to be used for
general corporate purposes.
D. Additional liability for the Accumulated Post-Retirement Benefit
Obligation of the Business assumed by the Company.
E. Elimination of the Business's equity accounts upon purchase by
Teleflex Incorporated.
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<PAGE> 9
COMBINED STATEMENT OF ASSETS TO
BE ACQUIRED AND LIABILITIES
TO BE ASSUMED AND
REVENUES AND EXPENSES
BEFORE CORPORATE EXPENSES, INTEREST
AND INCOME TAXES OF
EDWARD WECK INCORPORATED AND
RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 30, 1992 AND 1991
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<PAGE> 10
INDEX TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
<TABLE>
<S> <C>
Report of Independent Accountants on Combined
Statements of Assets to be Acquired and
Liabilities to be Assumed and Revenues and
Expenses Before Corporate Expenses,
Interest and Income Taxes
June 30, 1993 and 1992 and 11
December 31, 1992 and 1991
Combined Statement of Assets to be Acquired and
Liabilities to be Assumed
June 30 ,1993 and December 31, 1992 12
Combined Statement of Revenues and Expenses Before
Corporate Expenses, Interest and Income Taxes
For the Six Months Ended June 30, 1993
and 1992 and the Years Ended
December 31, 1992 and 1991 13
Notes to Combined Statements of Assets to be Acquired
and Liabilities to be Assumed and Revenues and
Expenses Before Corporate Expenses, Interest
and Income Taxes 14 TO 20
</TABLE>
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<PAGE> 11
PRICE WATERHOUSE
REPORT OF INDEPENDENT ACCOUNTANTS
December 17, 1993
To the Board of Directors
and Shareholders of
Bristol-Myers Squibb Company
We have audited the accompanying combined statement of assets to be acquired
and liabilities to be assumed and the related combined statement of revenues
and expenses before corporate expenses, interest and income taxes of Edward
Weck Incorporated and related international operations (the "Business") as of
June 30, 1993 and December 31, 1992 and the results of its operations for the
six- month periods ended June 30, 1993 and 1992 and the years ended December
31, 1992 and 1991. These financial statements are the responsibility of the
Business' management; our responsibility is to express an opinion of these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined statement of assets to be acquired and liabilities
to be assumed and the related combined statement of revenues and expenses
before corporate expenses, interest and income taxes audited by us present
fairly, in all material respects, the assets to be acquired and liabilities to
be assumed of the Business as of June 30, 1993 and December 31, 1992 and the
results of its operations for the six-month periods ended June 30, 1993 and
1992 and the years ended December 31, 1992 and 1991 in conformity with
generally accepted accounting principles.
PRICE WATERHOUSE
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<PAGE> 12
Combined Statement of Assets to be Acquired
and Liabilities to be Assumed of Edward Weck Incorporated
and Related International Operations
(In Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1993 1992
<S> <C> <C>
Assets
Current assets
Miscellaneous receivables $ 22 $ 2
Inventories 13,344 14,319
Prepaid expenses 30 109
------- --------
13,396 14,430
------- --------
Property, plant and equipment, net 15,483 15,591
Other assets 243 281
------- --------
$29,122 $30,302
------- --------
Liabilities
Accounts payable $ 899 $ 1,668
Accrued expenses 2,102 2,404
------- -------
$ 3,001 $ 4,072
======= =======
</TABLE>
See accompanying notes to financial statements.
-12-
<PAGE> 13
COMBINED STATEMENT OF REVENUES AND EXPENSES
BEFORE CORPORATE EXPENSES, INTEREST
AND INCOME TAXES OF EDWARD WECK INCORPORATED
AND RELATED INTERNATIONAL OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED
JUNE 30 DECEMBER 31,
1993 1992 1992 1991
<S> <C> <C> <C> <C>
Net Sales $ 29,867 $ 30,853 $ 62,821 $ 62,532
Cost of products sold 13,417 13,250 27,754 29,169
-------- -------- -------- --------
Gross margin 16,450 17,603 35,067 33,363
-------- -------- -------- --------
Operating Expenses
Selling, marketing,
and distribution 7,017 7,526 15,352 15,968
General and administrative 2,496 3,330 5,862 9,667
Research and development 867 1,192 1,604 4,245
Other expense (income) (8) (263) (346) 676
-------- -------- -------- -------
Total operating expenses 10,372 11,785 22,472 30,556
-------- -------- -------- -------
Net revenues and expenses
before corporate
expenses, interest,
and income taxes $ 6,078 $ 5,818 $ 12,595 $ 2,807
======== ======== ======== =======
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 14
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
1. BASIS OF PRESENTATION AND BUSINESS
Edward Weck Incorporated ("Weck") is a wholly owned subsidiary of
Bristol-Myers Squibb Company ("BMS"). Weck's products are sold outside
the United States through two other wholly owned subsidiaries of BMS -
Zimmer International ("Zimmer") and Convatec, S.A. ("Convatec").
During fiscal 1993, BMS initiated discussions to sell certain assets
and liabilities of Weck which are presented in the accompanying
statements. Hereafter, these assets and liabilities and the related
revenues and expenses of Weck and the Weck business within Zimmer and
Convatec will collectively be referred to as the "Business."
The business designs, manufactures, markets and distributes surgical
products that are used by patients, medical practitioners and medical
facilities. The Business' four major product lines include ligation
clips and appliers, hand-held instruments, skin stapling devices and
electrosurgical devices.
Historically, the Business was not defined as a distinct reporting
entity within BMS. As a result, separate historical financial
statements of the Business were not prepared. The accompanying
financial statements have been prepared from the historical
accounting records of Weck and other BMS entities to present assets
to be acquired and liabilities to be assumed by a potential buyer as
of June 30, 1993 and December 31, 1992 and the revenues and expenses
before corporate expenses, interest and income taxes of the Business
for the six months ended June 30, 1993 and 1992 and the years ended
December 31, 1992 and 1991. Since only certain assets and liabilities
are to be sold or assumed, statements of financial position and cash
flows of the Business are not applicable.
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<PAGE> 15
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies followed by the
Business in preparing these financial statements are as follows:
INVENTORIES
Inventories are presented at the lower of average cost or market value.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at historical cost.
Expenditures for additions, renewals and betterments are capitalized
at cost. Depreciation and amortization are computed using the
straight-line method based on the estimated useful lives of the
related assets as follows:
<TABLE>
<CAPTION>
YEARS
<S> <C>
Land improvements 25-40
Building and building improvements 50
Machinery and equipment 5-16
Furniture, fixtures and computer equipment 3-10
</TABLE>
Leasehold improvements are amortized over the shorter of the estimated
useful life as set forth above or the term of the lease.
REVENUE RECOGNITION
Sales and related costs of products sold are recorded upon shipment.
RELATED PARTY TRANSACTIONS AND BALANCES
The Business is charged for various services provided by BMS or its
subsidiaries. The more significant of these services include employee
benefits, insurance, customer service, credit and collection,
information systems support, and other general and administrative
support. All liabilities resulting from intercompany allocations have
been excluded from the accompanying financial statements. In
addition, the Business receives other services, primarily legal, tax,
and treasury from BMS without allocated cost.
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<PAGE> 16
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
Through February 1993, the Business provided various support services
for product lines sold by other BMS subsidiaries and, accordingly,
certain fixed overhead costs were absorbed by these product lines.
A portion of The total fixed manufacturing overhead has been allocated
to these other BMS product lines, and the impact of such treatment
is not included in the accompanying statements.
FOREIGN CURRENCY TRANSACTIONS
Assets of foreign operations are translated at the current exchange
rate at the balance sheet dates and revenues and expenses are
translated at the average rates of exchange prevailing during
the periods. Gains and losses resulting from transactions denominated
in a currency other than the operations' functional currencies are
included in net revenues and expenses before corporate expenses,
interest and income taxes.
3. INVENTORIES
Inventories as of June 30, 1993 and December 31, 1992 consist of the
following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1993 1992
<S> <C> <C>
Raw material $ 4,383 $ 4,922
Work in process 1,465 1,133
Finished goods 11,399 11,791
-------- --------
Reserve for obsolescence (3,902) (3,527)
--------- ---------
$13,344 $14,319
-------- --------
</TABLE>
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<PAGE> 17
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of June 30, 1993 and December 31,
1992 consist of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1993 1992
<S> <C> <C>
Land and land improvements $ 772 $ 772
Building and building
improvements 6,511 5,925
Machinery and equipment 12,982 12,179
Furniture, fixtures and
computer equipment 3,906 3,767
Leasehold improvements 2,413 2,411
Construction in progress 720 1,373
------- -------
27,304 26,427
Less - Accumulated depreciation 11,821 10,836
------- -------
$15,483 $15,591
======= =======
</TABLE>
Depreciation expense was $1,060 and $836 for the six months ended June
30, 1993 and 1992, and $1,661 and $1,589 for the years ended December
31, 1992 and 1991.
5. ACCRUED EXPENSES
Accrued expenses as of June 30, 1993 and December 31, 1992 consist of
the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1993 1992
<S> <C> <C>
Payroll and related costs $1,096 $1,251
Warranty 800 800
Other 206 353
------ ------
$2,102 $2,404
====== ======
</TABLE>
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<PAGE> 18
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
6. ALLOCATED COSTS
Since the Business is an integral component of BMS, certain common
nonmanufacturing costs incurred by BMS or other affiliated companies
have been allocated to the Business in the accompanying statements of
revenues and expenses before corporate taxes, interest and income
taxes. The allocated nonmanufacturing costs included in selling,
marketing and distribution expenses and general and administrative
expense are as follows:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED
JUNE 30, DECEMBER 31,
1993 1992 1992 1991
<S> <C> <C> <C> <C>
Common costs allocated to:
Selling, marketing
and distribution $ 217 $ 893 $ 1,522 $ 73
General and 250 756 1,101 834
administrative -------- ------- -------- -------
$ 467 $ 1,649 $ 2,623 $ 907
======== ======= ======== =======
</TABLE>
The common costs have been allocated by BMS or other affiliated
companies to the Business based upon various factors which management
of the Business believes are reasonable. The allocated costs
associated with retirement and postretirement benefits are discussed
in Note 8 below and are not included herein. However, these
allocations are not necessarily indicative of the expenses that would
have been incurred had the Business been operated as a stand-alone
entity.
7. COMMITMENTS
Minimum rental commitments under all noncancellable operating leases
in effect at June 30, 1993 are:
<TABLE>
<CAPTION>
Year ending June 30
<S> <C>
1994 $ 182
1995 154
1996 142
1997 120
Thereafter --
-------
$ 598
=======
</TABLE>
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<PAGE> 19
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
Rental commitments for the year ended June 30, 1994 include $23 of
income from noncancellable subleases. Net rental expense amounted to
$136 and $206 for the six months ended June 30, 1993 and 1992, and $378
and $1,422 for the years ended December 31, 1992 and 1991.
8. RETIREMENT AND POSTRETIREMENT BENEFITS
Retirement benefits are provided to all eligible employees through the
Bristol-Myers Squibb Retirement Income Plan (the "Pension Plan"). The
Pension Plan is a noncontributory, defined benefit plan. Benefits are
based primarily on years of credited service and on participants'
compensation. The Business' employees also participate in a defined
contribution plan maintained by BMS which complies with the provisions
of Section 401 (K) of the Internal Revenue Code (the "Savings Plan").
The assets, projected benefit obligation and the related costs
associated with the Pension Plan of the Business are not separately
identifiable. The Business receives an allocation for a share of BMS'
expenses related to the Pension Plan. The expense associated with the
Pension Plan was $515 and $576 for the six months ended June 30, 1993
and 1992, and $1,107 and $1,441 for the years ended December 31, 1992
and 1991. Further, the expense associated with the Savings Plan was
$276 and $314 for the six months ended June 30, 1993 and 1992, and
$599 and $564 for the years ended December 31, 1992 and 1991. The
liabilities for benefits under these plans are not included in the
accompanying statements.
Additionally, BMS provides medical and life insurance benefits for
certain retired employees who reach normal retirement age while working
for the Business. The Business receives an allocation for a share of
the benefits as they are paid by BMS. The liability related to these
benefits is not included in the accompanying statements.
9. FOREIGN OPERATIONS
The accompanying financial statements include net inventory held by
Zimmer and Convatec of $1,745 and $1,445 at June 30, 1993 and December
31, 1992. The net revenues and expense of these entities which relate
to the Business, before corporate expenses, interest and income taxes,
total $1,227 and $1,209 for the six months ended June 30, 1993 and 1992
and $2,904 and $81 for the years ended December 31, 1992 and 1991.
-19-
<PAGE> 20
NOTES TO COMBINED STATEMENTS OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE
ASSUMED AND REVENUES AND EXPENSES BEFORE CORPORATE EXPENSES, INTEREST AND
INCOME TAXES OF
EDWARD WECK INCORPORATED AND RELATED INTERNATIONAL OPERATIONS
JUNE 30, 1993 AND 1992 AND
DECEMBER 31, 1992 AND 1991 (IN THOUSANDS)
10. ENVIRONMENTAL LIABILITY
An environmental assessment of a Business property has indicated the
presence of some relatively low levels of contamination. An outside
consultant has been hired to assist in the identification and
quantification of any contamination that may exist, as well as to
suggest appropriate remediation, if any. Weck will retain the
liability for the costs related to any remediation program.
-20-
