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As filed with the Securities and Exchange Commission on November 14, 1996
Registration No. 333-05997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1454160
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
730 Central Avenue
Murray Hill, New Jersey 07974
(908) 277-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Richard A. Flink, Esq.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
(908) 277-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
Philip T. Ruegger III Richard Truesdell
Simpson Thacher & Bartlett Davis Polk & Wardwell
425 Lexington Avenue 450 Lexington Avenue
New York, New York 10017 New York, New York 10017
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Approximate date of commencement of proposed sale to public: From time to time
after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. |x|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 14, 1996
C. R. Bard, Inc.
Debt Securities
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C. R. Bard, Inc. (the "Company") may offer from time to time unsecured debt
securities ("Debt Securities") consisting of debentures, notes and/or other
evidences of unsecured indebtedness in one or more series, or any combination of
the foregoing, at an aggregate initial offering price not to exceed
$200,000,000, or its equivalent if some or all of the Debt Securities are
denominated in one or more foreign currencies, at prices and on terms to be
determined at or prior to the time of sale in light of market conditions at the
time of sale.
Specific terms of the particular Debt Securities in respect of which this
Prospectus is being delivered will be set forth in one or more accompanying
Prospectus Supplements (each a "Prospectus Supplement"), together with the terms
of the offering of the Debt Securities and the initial price and the net
proceeds to the Company from the sale thereof. The Prospectus Supplement will
set forth with regard to the particular Debt Securities, without limitation, the
following: the specific designation, aggregate principal amount, authorized
denomination, maturity, rate or method of calculation of interest and dates for
payment thereof, any exchangeability, conversion, redemption, prepayment or
sinking fund provisions, the currency or currencies or currency unit or currency
units in which principal, premium, if any, or interest, if any, is payable, any
modifications of or additions to the covenants described in this Prospectus and
any other specific terms thereof. The amounts payable by the Company in respect
of Debt Securities may be calculated by reference to the value, rate or price of
one or more specified commodities, currencies or indices to the extent set forth
in the Prospectus Supplement. The Prospectus Supplement will also contain
information, where applicable, about certain United States federal income tax
considerations relating to the Debt Securities covered by the Prospectus
Supplement.
The Company may sell the Debt Securities directly, through agents
designated from time to time or through underwriters or dealers. If any agents
of the Company or any underwriters or dealers are involved in the sale of the
Debt Securities, the names of such agents, underwriters or dealers, any
applicable commissions and discounts, and the net proceeds to the Company will
be set forth in the applicable Prospectus Supplement. See "Plan of Distribution"
for possible indemnification arrangements for agents, underwriters and dealers.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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This Prospectus may not be used to consummate sales of
Debt Securities unless accompanied by a Prospectus Supplement.
The date of this Prospectus is ___________________, 1996.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR CHANGE IN THE AFFAIRS OF THE COMPANY AT ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 7 World Trade Center, 13th Floor, New York, NY 10048 and Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. The Company's common stock is listed on the New York Stock
Exchange, and reports and other information herein can also be inspected at the
office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed a registration statement on Form S-3 (herein,
together with all amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Debt Securities being offered pursuant to this Prospectus.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. The Registration Statement may be
inspected and copied at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph. Statements
contained herein concerning the provisions of any documents are not necessarily
complete and, in each instance that a copy of such document has been filed as an
exhibit to the Registration Statement or otherwise filed with the Commission,
reference is made to the copy so filed. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-06926) and are hereby incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1995 (which incorporates by reference certain information from the
Company's Proxy Statement relating to the 1996 Annual Meeting of
Shareholders);
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1996; and
(3) The Company's Current Report on Form 8-K dated September 16, 1996, as
amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated herein by
reference. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
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incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus or such Registration
Statement.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the documents which have been or may be
incorporated herein by reference, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to C. R. Bard, Inc., 730 Central
Avenue, Murray Hill, New Jersey 07974, Attention: Investor Relations Department
(telephone: (908) 277-8000).
THE COMPANY
The Company is a leading multinational developer, manufacturer and marketer
of health care products, and a pioneer in the development of single use medical
products for standardized procedures. The Company designs and manufactures
medical, surgical, diagnostic and patient care devices which it markets
worldwide to hospitals, individual health care professionals, extended care
facilities and alternate site facilities.
Cardiovascular. Bard's line of cardiovascular products includes balloon
angioplasty catheters, steerable guidewires, guide catheters and inflation
devices; angiography catheters and accessories; introducer sheaths;
electrophysiology products including cardiac mapping and electrophysiology
laboratory systems, and diagnostic and temporary pacing electrode catheters;
cardiopulmonary support systems; and blood oxygenators and related products used
in open-heart surgery.
Urological. Bard offers a complete line of urological products including
Foley catheters, procedural kits and trays and related urine monitoring and
collection systems; biopsy and other cancer monitoring and detection products;
ureteral stents; and specialty devices for incontinence, ureteroscopic
procedures and stone removal.
Surgical. Bard's surgical products include specialty access catheters and
ports; implantable blood vessel replacements; fabrics and meshes for vessel and
hernia repair; surgical suction, irrigation and drainage devices;
gastroenterological products, irrigation devices for orthopaedic and
laparoscopic procedures; laparoscopic accessories; blood management devices and
products for wound management and skin care.
The principal executive offices of the Company are located at 730 Central
Avenue, Murray Hill, New Jersey 07974. The telephone number is (908) 277-8000.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
the Company for the periods indicated:
<TABLE>
<CAPTION>
Six Months Years
Ended June 30, Ended December 31,
-------------- ------------------------------------------
1996 1995 1994 1993 1992 1991
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges 4.08* 4.89 5.46 6.41 7.00 5.12
</TABLE>
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* During the six months ended June 30, 1996, the Company recorded (1) a
credit of $2,500,000 for the elimination of a contractual agreement which
previously had been accrued, (2) $9,900,000 of income related to royalties
on angioplasty catheter balloon technology received on sales for prior
periods and charges of $31,000,000 ($16,800,000 net of tax) related to the
writedown of assets and (3) miscellaneous charges amounting to $6,000,000
primarily related to legal settlements. Excluding the effects of these
unusual items, for the six months ended June 30, 1996 earnings before taxes
would have been $74,200,000 and the ratio of earnings to fixed charges
would have been 5.62.
For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income from continuing operations before income taxes and
fixed charges (excluding capitalized interest) but excludes undistributed
earnings of less than 50% owned companies carried at equity. Fixed charges
consist of interest on indebtedness, whether expensed or capitalized, and the
portion of rental expense the Company believes to be representative of interest.
USE OF PROCEEDS
Except as may otherwise be disclosed in an applicable Prospectus
Supplement, the net proceeds to the Company from the sale of the Debt Securities
offered hereby are expected to be used for general corporate purposes, which may
include financing capital expenditures and working capital requirements, stock
repurchases, acquisitions or repayment or refinancing of existing indebtedness.
Pending application, proceeds may be invested in short-term, marketable
securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be unsecured obligations issued under an Indenture
(the "Indenture"), between the Company and The Chase Manhattan Bank, N.A., as
Trustee (the "Trustee"). The following summaries do not purport to be complete
and are subject to the detailed provisions of the Indenture, a copy of which is
filed as an exhibit to the Registration Statement. Wherever particular
provisions of the Indenture or terms defined therein are referred to, such
provisions are incorporated by reference as part of the statements made herein,
and such statements are qualified in their entirety by such reference to the
provisions of the Indenture. Capitalized terms used below and not otherwise
defined are used as defined in the Indenture. Section references are to the
Indenture.
General
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that the Debt Securities
may be issued from time to time in one or more series. The Debt Securities will
rank equally with all other unsecured and unsubordinated obligations of the
Company. Except as described under "-- Certain Restrictions on the Company," the
Indenture does not limit other indebtedness or securities which may be incurred
or issued by the Company or any of its subsidiaries or contain financial or
similar restrictions on the Company or any of its subsidiaries. The Company's
rights and the rights of its creditors, including holders of Debt Securities, to
participate in any distribution of assets of any subsidiary of the Company upon
the subsidiary's liquidation or reorganization or otherwise are effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that the Company or any of its creditors may itself be a creditor of that
subsidiary.
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Reference is made to the applicable Prospectus Supplement for the following
terms of and information relating to the Debt Securities offered thereby (the
"Offered Debt Securities"): (i) the designation of the Offered Debt Securities;
(ii) the aggregate principal amount of the Offered Debt Securities; (iii) the
date or dates on which principal of, and premium, if any, on, the Offered Debt
Securities will be payable; (iv) the rate or rates (which may be fixed or
variable) at which the Offered Debt Securities shall bear interest, if any, or
the method by which such rate or rates shall be determined, the basis on which
such interest, if any, shall be calculated if other than a 360-day year
consisting of twelve 30-day months, the date or dates from which such interest,
if any, will accrue and on which such interest, if any, will be payable and the
related record dates; (v) if other than the offices of the Trustee, the place
where the principal of, and premium, if any, and interest, if any, on, the
Offered Debt Securities will be payable; (vi) any redemption, repayment or
sinking fund provisions; (vii) if other than denominations of $1,000 or
multiples thereof, the denominations in which the Offered Debt Securities will
be issuable; (viii) if other than the principal amount thereof, the portion of
the principal amount due upon acceleration; (ix) if other than U.S. dollars, the
currency or currencies or currency unit or currency units in which the Offered
Debt Securities will be denominated and in which principal of, and premium, if
any, and interest, if any, on, the Offered Debt Securities will or may be
payable; (x) any index used to determine the amount of payments or principal of,
and premium, if any, and interest, if any, on, the Offered Debt Securities; (xi)
the terms and conditions, if any, pursuant to which the Offered Debt Securities
may be converted or exchanged for other securities of the Company or any other
person; (xii) whether the Offered Debt Securities shall be issued in the form of
one or more Global Securities; (xiii) the identity of any trustees,
depositaries, authenticating or paying agents, transfer agents or registrars
with respect to the Offered Debt Securities and (xiv) any other specific terms
of the Offered Debt Securities (Section 2.3).
The Debt Securities will be issued as registered securities either in
certificated form or in the form of one or more global securities under a
book-entry system, as specified in the accompanying Prospectus Supplement. See
"-- Book-Entry System."
Unless otherwise specified in the applicable Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without any service charge, at the office of the
Trustee. However, the Company may require payment of the sum sufficient to cover
any tax or other governmental charge, payable in connection with any such
transfer or exchange (Sections 2.8 and 3.2).
Unless otherwise specified in the applicable Prospectus Supplement,
interest on any series of Debt Securities will be payable on the interest
payment dates set forth in the applicable Prospectus Supplement to the persons
in whose names the Debt Securities are registered at the close of business on
the related record date and will be paid, at the option of the Company, by wire
transfer or by checks mailed to such persons (Sections 2.7 and 3.1).
If the Debt Securities are issued as Original Issue Discount Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount, the material United States federal income tax consequences and
other special considerations applicable to such Original Issue Discount
Securities will be generally described in the applicable Prospectus Supplement.
If any Debt Securities are sold for any foreign currency or currency unit
or if the principal of, or premium, if any, or interest, if any, on, any Debt
Securities is payable in any foreign currency or currency unit, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such Debt Securities and such foreign currency or currency unit
will be set forth in the Prospectus Supplement relating thereto.
Unless otherwise described in the applicable Prospectus Supplement, there
are no covenants or provisions contained in the Indenture which afford the
holders of the Debt Securities protection in the event of a highly-leveraged
transaction involving the Company.
Book-Entry System
If so specified in the applicable Prospectus Supplement, Debt Securities of
any series may be issued under a book- entry system in the form of one or more
global securities (each a "Global Security"). Each Global Security will be
deposited with, or on behalf of, a depositary, which, unless otherwise specified
in the applicable Prospectus Supplement, will
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be The Depository Trust Company, New York, New York (the "Depositary"). The
Global Securities will be registered in the name of the Depositary or its
nominee.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Exchange Act. The Depositary was created
to hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of which (and/or
representatives of which) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.
Upon the issuance of a Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
participants. The accounts to be credited will be designated by the
underwriters, dealers or agents, if any, or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in a Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee (with respect to interests of participants) and on the
records of participants (with respect to interests of persons other than
participants). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary or its nominee is the registered owner of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in such Global Security will not be entitled to
have the Debt Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificates representing
the Debt Securities and will not be considered the owners or holders thereof
under the Indenture. Accordingly, each person owning a beneficial interest in
such Global Security must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
Indenture.
Payment of principal of, and premium, if any, and interest, if any, on,
Debt Securities represented by a Global Security will be made to the Depositary
or its nominee, as the case may be, as the registered owner and holder of the
Global Security representing such Debt Securities. None of the Company, the
Trustee, any paying agent or registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that the Depositary or its nominee, as the case may be,
upon receipt of any payment of principal, premium or interest in respect of a
Global Security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depositary or its
nominee. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such participants.
A Global Security may not be transferred except as a whole by the
Depositary to its nominee or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or its nominee to a
successor of the Depositary or a nominee of such successor. If the Depositary
for a Global Security is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue
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Debt Securities in certificated form in exchange for all of the Global
Securities representing such Debt Securities. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities
represented by one or more Global Securities and, in such event, will issue Debt
Securities in certificated form in exchange for all of the Global Securities
representing such Debt Securities. Further, if the Company so specifies with
respect to the Debt Securities of a series, an owner of a beneficial interest in
a Global Security representing Debt Securities of such series may, on terms
acceptable to the Company and the Depositary, receive Debt Securities of such
series in certificated form. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
certificated form of Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest and to have such
Debt Securities registered in its name (Section 2.8).
Certain Restrictions on the Company
Limitations on Liens
So long as any Debt Securities remain outstanding, the Company covenants
that it will not, nor will it permit any Domestic Subsidiary to, incur, issue,
assume or guarantee any Debt secured by any Mortgage on any Principal Property,
or upon shares of stock or Debt of any Domestic Subsidiary, without effectively
providing that the Debt Securities shall be secured equally and ratably with (or
prior to) such secured Debt, so long as such secured Debt shall be so secured.
The foregoing restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or Debt of any corporation
existing at the time such corporation became a Domestic Subsidiary or
merged or consolidated with or into the Company or any of its Subsidiaries,
or arising thereafter pursuant to contractual commitments entered into
prior to and not in contemplation of such corporation's becoming a Domestic
Subsidiary or merging or consolidating with or into the Company or any of
its Subsidiaries;
(ii) Mortgages in favor of the Company or any Domestic Subsidiary;
(iii) Mortgages in favor of the United States of America or any state
thereof or any political subdivision thereof, or in favor of any foreign
country or any political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or statute and any other
Mortgages incurred or assumed in connection with the issuance of any
industrial revenue or private activity bonds;
(iv) Mortgages on property, shares of stock or Debt existing at the
time of acquisition thereof or securing all or any portion of the purchase
price thereof or securing all or any portion of the cost of construction or
alteration of or improvement on any property that are created, or assumed
contemporaneously with, or within 120 days after, such acquisition or
completion of such construction or improvement;
(v) Mortgages existing on the first date on which a Debt Security is
authenticated by the Trustee under the Indenture or provided for under the
terms of agreements existing on such date;
(vi) Mortgages securing judgment or appeal bonds in respect of amounts
being contested in good faith pursuant to appropriate proceedings;
(vii) Mortgages incurred or assumed in connection with taxes,
assessments, governmental changes or claims which are not delinquent or
which are being contested in good faith pursuant to appropriate
proceedings;
(viii) Mortgages arising by operation of law pursuant to Section
107(1) of the Federal Comprehensive Environmental Response, Compensation
and Liability Act or any similar state law which do not secure any single
obligation in an amount exceeding $10 million; and
(ix) extensions, renewals or replacements (or successive extensions,
renewals or replacements), as a whole or in part, of any Mortgage referred
to in the foregoing clauses (i) to (viii), inclusive (Section 3.6). See "--
Exempted Debt" below.
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Exempted Secured Debt
The Indenture provides that, notwithstanding the foregoing provisions, the
Company may, and may permit Domestic Subsidiaries to, incur, issue, assume or
guarantee Debt secured by Mortgages not excepted as provided above without
equally and ratably securing the Debt Securities; provided, however, that after
so securing such Debt, the aggregate of all such secured Debt plus all
Attributable Debt of the Company and its Domestic Subsidiaries in respect of
sale and leaseback transactions would not exceed 10% of the Company's
Consolidated Net Worth, as set forth in the most recent quarterly balance sheet
of the Company and its consolidated subsidiaries (Section 3.6).
Limitations on Sales and Leasebacks
The Company covenants that it will not, nor will it permit any Domestic
Subsidiary to, enter into any arrangement with any lender or investor providing
for the leasing by the Company or any Domestic Subsidiary for a period,
including renewals, in excess of five years of any Principal Property which has
been or is to be sold or transferred to such lender or investor, unless (i) the
Company or such Domestic Subsidiary could create Debt secured by a Mortgage on
the Principal Property to be leased in an amount equal to the Attributable Debt
in such arrangement without equally and ratably securing the Debt Securities or
(ii) the Company shall apply an amount equal to the greater of the net proceeds
of the sale or the fair market value of the Principal Property at the time of
entering into such arrangement to the retirement or repayment (other than at
maturity or pursuant to a mandatory sinking fund or mandatory redemption
provision) of Funded Debt (defined as indebtedness for money borrowed maturing
more than 12 months after the date of the most recent quarterly balance sheet of
the Company and its consolidated subsidiaries), subject to certain exceptions
set forth in the Indenture (Section 3.7).
Consolidation; Merger; Sale of Assets
The Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless (i) either the Company shall be the continuing corporation or the
successor corporation or the Person which acquires substantially all of the
assets of the Company shall be a corporation or entity organized under the laws
of the United States or any state thereof and shall expressly assume the
obligations of the Company under the Indenture and the Debt Securities and (ii)
the Company or such successor corporation or entity, as the case may be, shall
not, immediately after such merger or consolidation, or such sale or conveyance,
be in default in the performance of any covenants or conditions of the Indenture
(Section 9.1).
Certain Definitions
The term "Attributable Debt" as defined in the Indenture means the total
net amount of rent required to be paid under a lease for the remaining term of
such lease, discounted at the then-current weighted average rate per annum borne
by the Debt Securities then Outstanding compounded semi-annually; provided,
however, that for the purposes of limitations on the Company and its Domestic
Subsidiaries there shall not be any Attributable Debt in respect of a sale and
leaseback transaction if (i) such sale and leaseback is entered into in
connection with the issuance of industrial revenue or private activity bonds;
(ii) the sale or transfer of the Principal Property leased pursuant to such sale
and leaseback is made within a specified period after the later of its
acquisition or construction; (iii) the Company or Domestic Subsidiary applies an
amount equal to the net proceeds of the sale or transfer of a Principal Property
leased pursuant to such sale and leaseback to investment in another Principal
Property within one year prior to or subsequent to such sale or transfer; (iv)
such sale and leaseback was entered into prior to the date the Person entering
into such sale and leaseback, if other than the Company, (a) became a Domestic
Subsidiary, (b) was merged into or consolidated with the Company or a Domestic
Subsidiary or (c) sold or otherwise disposed of its properties substantially as
an entirety to the Company or a Domestic Subsidiary; or (v) such sale and
leaseback transaction is entered into between the Company and a Domestic
Subsidiary or between Domestic Subsidiaries.
The term "Consolidated Net Worth" as defined in the Indenture means, with
respect to any Person as of any date, all amounts that would be included under
stockholders' equity on a consolidated balance sheet of such Person determined
in accordance with generally accepted accounting principles.
8
<PAGE> 10
The term "Debt" as defined in the Indenture means any notes, bonds,
debentures or other indebtedness for money borrowed.
The term "Domestic Subsidiary" as defined in the Indenture means a
subsidiary of the Company other than one which (i) (a) neither transacts any
substantial portion of its business nor regularly maintains any substantial
portion of its fixed assets within the United States, or (b) is engaged
primarily in financing the operations of the Company or its subsidiaries, or
both, outside the United States and (ii) does not own any subsidiary of the
Company other than a subsidiary described in the preceding clause (i).
The term "Mortgage" as defined in the Indenture means any mortgage, pledge
or lien securing any Debt.
The term "Principal Property" as defined in the Indenture means any
manufacturing plant located within the United States which is owned or leased by
the Company or any Domestic Subsidiary, the gross book value of which exceeds 1
1/2% of the Company's Consolidated Net Worth, other than any such plant or
portion thereof which, in the opinion of the Board of Directors of the Company,
is not of material importance to the total business conducted by the Company and
its subsidiaries as an entirety.
Events of Default
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (i) default for 30 days in payment of
interest on such series; (ii) default in any payment of the principal of, or
premium, if any, on, any Debt Security of such series either at maturity, upon
redemption, by declaration or otherwise; (iii) default in payment of any sinking
fund installment on any Debt Security of such series; (iv) default by the
Company in the performance of any other of the covenants or agreements with
respect to such series which shall not have been remedied for a period of 90
days after notice; (v) certain events of bankruptcy, insolvency or
reorganization of the Company or (vi) any other Event of Default provided in a
supplemental indenture or resolution of the Board of Directors under which such
series of Debt Securities is issued or in the form of Debt Security for such
series. No Event of Default with respect to any particular series of Debt
Securities necessarily constitutes an Event of Default with respect to any other
series of Debt Securities. In case an Event of Default described in (i), (ii),
(iii), (iv) or (vi) (if such Event of Default described in (iv) or (vi) is with
respect to less than all series of Debt Securities then Outstanding) above shall
occur and be continuing with respect to any series of Debt Securities, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Debt Securities of such series then Outstanding (each such series acting as a
separate class) may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of the Debt Securities of
such series and the interest accrued thereon, if any, to be due and payable. In
case an Event of Default described in (iv), (v) or (vi) (if such Event of
Default described in (iv) or (vi) is with respect to all series of Debt
Securities then Outstanding) above shall occur and be continuing, the Trustee or
the Holders of not less than 25% in aggregate principal amount of all Debt
Securities then Outstanding (treated as one class) may declare the principal
(or, in the case of discounted Debt Securities, the amount specified in the
terms thereof) of all Outstanding Debt Securities and the interest accrued
thereon, if any, to be due and payable (Section 5.1). Any Event of Default with
respect to a particular series of Debt Securities may be waived by the Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities
of such series (or of all the Outstanding Debt Securities, as the case may be),
except in each case a failure to pay the principal of, or premium, if any, or
interest on, such Debt Security and subject to certain exceptions set forth in
the Indenture (Section 5.10).
The Holders of a majority in principal amount of the Debt Securities of any
series then Outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee under
the Indenture; provided, that such Holders shall have offered to the Trustee
reasonable indemnity against expenses and liabilities and subject to certain
exceptions set forth in the Indenture (Sections 5.6, 5.9 and 6.2). The Indenture
requires the annual filing by the Company with the Trustee of a certificate as
to the absence of certain defaults under the Indenture (Section 3.5).
Modification of the Indenture
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of the Debt Securities then Outstanding of all series affected by a
supplement to the Indenture (voting as one class), to supplement the Indenture
or any supplemental indenture or modify the rights of the
9
<PAGE> 11
Holders of the Debt Securities, provided, that no such supplement or
modification shall (i) extend the final maturity of any Debt Security or reduce
the principal amount thereof, reduce the rate or extend the time of payment of
interest thereon, reduce any amount payable on redemption thereof or change the
currency in which the Debt Security is payable, or reduce the amount of an
Original Issue Discount Security payable upon acceleration or the amount
provable in bankruptcy, or impair or affect any Holder's right to institute suit
for payment or right of repayment or (ii) reduce the aforesaid percentage of
Debt Securities of any series, in each case without the consent of the Holders
affected thereby (Section 8.2).
The Indenture also contains provisions permitting the Company and the
Trustee to enter into supplemental indentures without the consent of the Holders
of any series of Debt Securities to (i) convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Debt Securities any property or
assets, (ii) evidence the succession of another corporation to the Company,
subject to and upon compliance with the provisions of the Indenture, and the
assumption by such successor corporation of the covenants, agreements and
obligations in the Debt Securities and in the Indenture, (iii) evidence and
provide for a successor Trustee under the Indenture with respect to one or more
series of Debt Securities, (iv) add to the covenants of the Company, (v) cure
any ambiguity or correct or supplement any provision in the Indenture that may
be defective or (vi) establish the form or terms of Debt Securities of any
series (Section 8.1).
Defeasance
The Indenture provides that the Company, at its option, (i) will be
discharged from all obligations in respect of the Debt Securities of a series
(except for certain obligations to register the transfer or exchange of Debt
Securities, replace stolen, lost or destroyed Debt Securities, maintain paying
agencies and hold moneys for payment in trust) or (ii) need not comply with
certain restrictive covenants of the Indenture described under "-- Certain
Restrictions on the Company," in each case if the Company irrevocably deposits
in trust with the Trustee money, or the equivalent in securities of the
government which issued the currency in which the Debt Securities of any then
outstanding series are denominated or securities issued by government agencies
backed by the full faith and credit of such government, which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money in an amount sufficient to pay all of the principal of
(including any mandatory redemption payments), and premium, if any, and
interest, if any, on, and repurchase obligations, if any, with respect to, the
Debt Securities of such series, on the dates such payments are due in accordance
with terms of such Debt Securities. To exercise either option, the Company is
required to deliver to the Trustee an opinion of independent tax counsel (which
may be counsel to the Company) to the effect that the deposit and related
defeasance would not cause the holders of Debt Securities of such series to
recognize income, gain or loss for United States federal income tax purposes. To
exercise the option described in clause (i) above, such opinion must be based on
a ruling of the Internal Revenue Service, a regulation of the Treasury
Department or a provision of the Internal Revenue Code (Section 10.3).
Concerning the Trustee
Unless otherwise specified in the applicable Prospectus Supplement, The
Chase Manhattan Bank, N.A. is the Trustee, paying agent and registrar under the
Indenture.
The Chase Manhattan Bank, N.A. is a lender and the documentation agent
under the Company's $350 million credit facility and is a lender from time to
time to the Company and its affiliates on an uncommitted basis. In addition, in
the ordinary course of their respective businesses, The Chase Manhattan Bank,
N.A. and its affiliates have engaged, are engaging and may in the future engage
in commercial banking and investment banking transactions with the Company and
its affiliates.
Governing Law
The Indenture and the Debt Securities will be governed by the laws of the
State of New York.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or dealers
and also may sell Debt Securities directly to other purchasers or through
agents. Any such underwriter or agent involved in the offer and sale of Debt
Securities will be named in an applicable Prospectus Supplement.
10
<PAGE> 12
Underwriters may offer and sell Debt Securities at a fixed price or prices,
which may be changed, or from time to time at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company may also offer and sell Debt Securities in
exchange for one or more issues of its outstanding debt securities or
exchangeable or convertible debt securities. The Company also may, from time to
time, authorize underwriters acting as the Company's agents to offer and sell
Debt Securities upon the terms and conditions as shall be set forth in any
Prospectus Supplement. In connection with the sale of Debt Securities,
underwriters may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of Debt Securities for whom they may act as agent. Underwriters
may sell Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in an applicable Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of Debt Securities may be deemed to
be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of Debt Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act. Underwriters,
dealers and agents may be entitled, under agreements entered into with the
Company, to indemnification against or contribution toward certain civil
liabilities, including liabilities under the Securities Act, and to
reimbursement by the Company for certain expenses.
If so indicated in an applicable Prospectus Supplement, the Company will
authorize underwriters or dealers acting as the Company's agents to solicit
offers by certain institutions to purchase Debt Securities from the Company
pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Each
Contract will be for an amount not less than, and the aggregate principal amount
of Debt Securities sold pursuant to Contracts shall not be less nor more than,
the respective amounts stated in such Prospectus Supplement. Institutions with
which Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but in all cases will be subject
to approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Debt Securities covered by its
contracts shall not at the time of delivery thereof be prohibited under the laws
of any jurisdiction in the United States to which such institution is subject
and (ii) if any Debt Securities are being sold to underwriters, the Company
shall have sold to such underwriters the total principal amount of Debt
Securities less the principal amount thereof covered by Contracts. Agents and
underwriters will have no responsibility in respect of the delivery or
performance of Contracts.
All Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters or agents will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Debt Securities.
Certain of the underwriters or agents and their affiliates may engage in
transactions with, and perform services for, the Company in the ordinary course
of business.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for the Company by
Richard A. Flink, Vice President and General Counsel of the Company, and Simpson
Thacher & Bartlett (a partnership which includes professional corporations), New
York, New York, who will rely as to all matters of New Jersey law upon the
opinion of Mr. Flink. Mr. Flink is paid a salary by the Company, is a
participant in various employee benefit plans offered to employees of the
Company generally and owns and has options to purchase shares of common stock of
the Company.
Certain legal matters in connection with the offering of the Debt
Securities will be passed upon for any underwriters or agents by Davis Polk &
Wardwell, New York, New York, who will rely as to all matters of New Jersey law
upon the opinion of Mr. Flink.
11
<PAGE> 13
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement to the
extent and for the periods indicated in their report have been audited by Arthur
Andersen LLP, independent public accountants, and are incorporated herein in
reliance upon the authority of said firm as experts in accounting and auditing.
The financial statements of IMPRA, Inc. and its subsidiaries as of June 30,
1996 and 1995 and for the years then ended incorporated in this Prospectus by
reference from the Form 8-K of the Company dated September 16, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The financial statements of IMPRA Medica SA, a subsidiary of IMPRA, Inc.,
as of June 30, 1996 and 1995 and for the years then ended have been audited by
Firel & Mandaco SA, independent auditors, as stated in their report, which is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part and is hereby incorporated by reference herein, and such report has been so
filed and incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The financial statements of IMPRA UK Ltd., a subsidiary of IMPRA, Inc., as
of June 30, 1996 and 1995 and for the years then ended have been audited by
Morley & Co., registered auditors and chartered accountants, as stated in their
report, which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part and is hereby incorporated by reference herein, and such
report has been so filed and incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The financial statements of IMPRA Medica GmbH, a subsidiary of IMPRA, Inc.,
as of June 30, 1996 and 1995 and for the years then ended have been audited by
Seytter, Oesterle & Portugall, independent auditors, as stated in their report,
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part and is hereby incorporated by reference herein, and such
report has been so filed and incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Company estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
<TABLE>
<S> <C>
Registration fee................................. $ 68,966
Printing and engraving expenses.................. 55,000
Legal fees and expenses.......................... 125,000
Accounting fees and expenses..................... 75,000
Rating agency fees and expenses.................. 180,000
Blue Sky fees and expenses....................... 10,000
Trustee and registrar fees and expenses.......... 4,500
Miscellaneous.................................... 6,534
--------
Total....................................... $525,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA") provides that a New
Jersey corporation has the power to indemnify a director or officer against his
or her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer, other than a proceeding by or in the right of the corporation, if
such a director or officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.
In addition, a New Jersey corporation has the power to indemnify a director
or officer against his or her expenses in connection with any proceeding by or
in the right of the corporation to procure a judgment in its favor which
involves the director or officer by reason of his or her being or having been
such a director or officer, if such director or officer acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation; such indemnification may be provided only if and
to the extent that the Superior Court of New Jersey (or other court in which
such proceeding was brought) shall determine, in view of all circumstances, that
such director or officer is fairly and reasonably entitled to indemnification
for such expenses.
The NJBCA requires a New Jersey corporation to indemnify directors and
officers against all expenses to the extent that such directors or officers have
been successful on the merits or otherwise in any proceeding involving such
director or officer by reason of his or her having been a director or officer or
in defense of any claim, issue or matter therein.
The indemnification and advancement of expenses permitted or required by
the NJBCA shall not exclude any other rights, including the right to be
indemnified against liabilities and expenses incurred in proceedings by or in
the right of the corporation, to which a director or officer may be entitled
under a certificate of incorporation, by-law, agreement, vote of stockholders,
or otherwise; provided, that no indemnification shall be made to or on behalf of
a director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his or her acts or omissions (a) were in
breach of his or her duty of loyalty to the corporation or its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit.
The Registrant's Restated Certificate of Incorporation provides that the
corporation shall indemnify its directors, officers and employees in the manner
and to the extent permitted by the laws of the State of New Jersey, and that
directors and officers shall not be personally liable to the corporation or its
stockholders for breach of duty as a director or officer, except to the extent
and for the duration of any period of time such personal liability may not be
eliminated or limited under the NJBCA. In addition, the Registrant's Restated
Certificate of Incorporation provides that, subject to the provisions of the
II-1
<PAGE> 15
NJBCA, the directors and committee members appointed by the Board of Directors
shall not be liable in the discharge of their duties when relying in good faith
upon the corporate records of the Registrant and/or competent advice of any
type.
Item 16. Exhibits.
1.1 Form of Underwriting Agreement*
3.1 Restated Certificate of Incorporation of C. R. Bard, Inc.*
4.1 Form of Indenture between C. R. Bard, Inc. and The Chase Manhattan Bank,
N.A., as trustee*
4.2 Form of Debt Securities*
5.1 Opinion of Richard A. Flink, Esq., regarding legality of securities being
registered*
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Richard A. Flink, Esq. (included in Exhibit 5.1)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Firel & Mandaco SA
23.5 Consent of Morley & Co.
23.6 Consent of Seytter, Oesterle & Portugall
24.1 Power of Attorney*
25.1 Statement of Eligibility and Qualification of Trustee on Form T-1*
99.1 Report of Firel & Mandaco SA
99.2 Report of Morley & Co.
99.3 Report of Seytter, Oesterle & Portugall
- -----------------
* Previously filed
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be
II-2
<PAGE> 16
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of New Providence at Murray Hill, State of New Jersey, on November 4,
1996.
C. R. BARD, INC.
By: /s/ William H. Longfield
---------------------------------------------
Name: William H. Longfield
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed on November 4, 1996 by or on behalf of the following persons in
the capacities indicated.
Signature Title
/s/ William H. Longfield Chairman and Chief Executive Officer and
- ----------------------------- Director (Principal Executive Officer)
William H. Longfield
* Executive Vice President and Chief
- ----------------------------- Financial Officer and Director (Principal
William C. Bopp Financial Officer)
* Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Charles P. Grom
* President and Chief Operating Officer
- ----------------------------- and Director
Benson F. Smith
* Director
- -----------------------------
Joseph F. Abely, Jr.
Director
- -----------------------------
Marc C. Breslawsky
* Director
- -----------------------------
William T. Butler, M.D.
* Director
- -----------------------------
Raymond B. Carey, Jr.
* Director
- -----------------------------
Daniel A. Cronin, Jr.
* Director
- -----------------------------
T. Kevin Dunnigan
II-4
<PAGE> 18
* Director
- -----------------------------
Regina E. Herzlinger
* Director
- -----------------------------
Robert P. Luciano
* Director
- -----------------------------
Robert H. McCaffrey
* Director
- -----------------------------
Tony L. White
*By: /s/ William H. Longfield
- -------------------------------
William H. Longfield
Attorney-In-Fact
II-5
<PAGE> 19
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- ------ --------
1.1 Form of Underwriting Agreement*
3.1 Restated Certificate of Incorporation of C. R. Bard, Inc.*
4.1 Form of Indenture between C. R. Bard, Inc. and The Chase Manhattan
Bank, N.A., as trustee*
4.2 Form of Debt Securities*
5.1 Opinion of Richard A. Flink, Esq., regarding legality of securities
being registered*
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Richard A. Flink, Esq. (included in Exhibit 5.1)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Firel & Mandaco SA
23.5 Consent of Morley & Co.
23.6 Consent of Seytter, Oesterle & Portugall
24.1 Power of Attorney*
25.1 Statement of Eligibility and Qualification of Trustee on Form T-1*
99.1 Report of Firel & Mandaco SA
99.2 Report of Morley & Co.
99.3 Report of Seytter, Oesterle & Portugall
- ----------
* Previously filed
<PAGE> 1
<TABLE>
EXHIBIT 12.1
C. R. BARD, INC.
Computation of Ratio of Earnings to Fixed Charges
<CAPTION>
Years
Six Months Ended December 31,
Ended June 30, -------------------------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings before taxes ............................. $ 49,600 $ 123,500 $ 104,100 $ 101,400 $ 120,200 $ 88,700
Add (deduct):
Fixed charges ..................................... 16,000 31,500 23,200 18,700 19,900 21,200
Undistributed earnings of less than
50% owned companies carried at
equity .......................................... (300) (800) (400) (200) (500) (500)
Interest capitalized .............................. 0 -- (200) -- (300) (900)
--------- --------- --------- --------- --------- ---------
Earnings available for fixed charges .............. $ 65,300 $ 154,200 $ 126,700 $ 119,900 $ 139,300 $ 108,500
========= ========= ========= ========= ========= =========
Fixed charges:
Interest, including amounts
capitalized .................................... $ 12,100 $ 24,200 $ 16,500 $ 12,500 $ 13,700 $ 14,800
Proportion of rent expense deemed to
represent interest factor ...................... 3,900 7,300 6,700 6,200 6,200 6,400
--------- --------- --------- --------- --------- ---------
Fixed charges ..................................... $ 16,000 $ 31,500 $ 23,200 $ 18,700 $ 19,900 $ 21,200
========= ========= ========= ========= ========= =========
Ratio of earnings to fixed charges ................ 4.08(1) 4.89 5.46 6.41 7.00 5.12
========= ========= ========= ========= ========= =========
</TABLE>
- ----------------
(1) During the six months ended June 30, 1996, the Company recorded (1) a
credit of $2,500,000 for the elimination of a contractual agreement which
previously had been accrued, (2) $9,900,000 of income related to royalties
on angioplasty catheter balloon technology received on sales for prior
periods and charges of $31,000,000 (16,800,000 net of tax) related to the
writedown of assets and (3) miscellaneous charges amounting to $6,000,000
primarily related to legal settlements. Excluding the effects of these
unusual items, for the six months ended June 30, 1996 earnings before taxes
would have been $74,200,000 and the ratio of earnings to fixed charges
would have been 5.62.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To C. R. Bard, Inc:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 registration statement and in the related Prospectus
of our report dated January 24, 1996 included in C. R. Bard, Inc.'s Form 10- K
for the year ended December 31, 1995 and to all references to our Firm included
in the registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 11, 1996
8
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-05997 of C.R. Bard, Inc. on Form S-3 of our
report dated August 27, 1996 (relating to the financial statements of Impra,
Inc. and subsidiaries as of June 30, 1996 and 1995 and for the years then ended)
appearing in the Form 8-K dated September 16, 1996 of C.R. Bard, Inc. and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
November 12, 1996
9
<PAGE> 1
Exhibit 23.4
November 12, 1996
INDEPENDENT AUDITOR'S CONSENT
To whom it may concern
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-05997 of C.R. Bard, Inc. on Form S-3 of our
report dated July 25, 1996 (relating to the financial statements of Impra
Medica S. A., Geneva Switzerland as of June 30, 1996 and 1995 and for the
years then ended not included herein) appearing in the Form 8-K dated
September 16, 1996 of C.R. Bard, Inc. and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
FIREL & MANDACO S.A.
/s/ Raymond A. Felix /s/ Philippe Veillard
Raymond A. FELIX Philippe VEILLARD
10
<PAGE> 1
Exhibit 23.5
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-05997 of C.R. Bard, Inc. on Form S-3 of our
report dated 7th August 1996 (relating to the financial statements of Impra,
Inc. and subsidiaries as 30th June 1996 and 1995 and for the years then
ended, not included herein) appearing in the Form 8-K dated 16 September 1996 of
C.R. Bard, Inc. and to the reference to us under the heading "Experts" in the
Prospectus, which is part of the Registration Statement.
MORLEY & CO. /s/ Morley & Co.
Registered Auditors
1-3 Devizes Road
Old Town
Swindon
Wiltshire
SN1 4BJ
14th November 1996
11
<PAGE> 1
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-05997 of C.R. Bard, Inc. on Form S-3 of our
report dated August 27, 1996 (relating to the financial statements of Impra
Medica GmbH, Munich, as June 30, 1996 and 1995 and for the years then ended,
not included herein) appearing in the Form 8-K dated September 16, 1996 of C.R.
Bard, Inc. and to the reference to us under the heading "Experts" in the
Prospectus, which is part of the Registration Statement.
SEYTTER, OESTERLE & PORTUGALL
Munich, Germany
by /s/ Dr. Portugall
Dr. Portugall
Certified Accountant
November 8, 1996
12
<PAGE> 1
Exhibit 99.1
[Letterhead of Firel & Mandaco S.A.]
Report of the auditors to the General Meeting of
IMPRA MEDICA S.A.
Croix-de-Rozon (Geneva)
July 25th, 1996
As auditors of your Company we have audited the books of account and the
financial statements presented by the Board of Directors for the year ended June
30, 1996 in accordance with the provisions of the law. Our audit was conducted
in accordance with accepted auditing standards promulgated by the profession. We
confirm that we comply with the legal requirements concerning professional
qualification and independence.
Based on our examination we conclude that the books of account, the financial
statements and the proposed carry forward of the retained earnings of Sfr.
2'428'829.06 unto new account are in accordance with the law and the articles of
incorporation.
We recommend that the financial statements submitted to you be approved.
FIREL & MANDACO S.A.
/s/ Raymond A. Felix /s/ Ivan Sierro
Raymond A. Felix Ivan Sierro
General manager Auditor in charge
Exhibits:
- - Balance sheet
- - Profit and loss account
- - Sales expenses
- - Administrative expenses
- - Other income/expenses
- - Notes to the financial statements
- - Notes
13
<PAGE> 2
[Letterhead of Firel & Mandaco S.A.]
Report of the auditors to the General Meeting of
IMPRA MEDICA S.A.
Croix-de-Rozon (Geneva)
July 28th, 1995
As auditors of your Company we have audited the books of account and the
financial statements presented by the Board of Directors for the year ended
June 30, 1995 in accordance with the provisions of the law. Our audit was
conducted in accordance with accepted auditing standards promulgated by the
profession. We confirm that we comply with the legal requirements concerning
professional qualification and independence.
Based on our examination we conclude that the books of account, the financial
statements and the proposed carry forward of the retained earnings of Sfr.
1'855'950.61 unto new account are in accordance with the law and the articles
of incorporation.
We recommend that the financial statements submitted to you be approved.
FIREL & MANDACO S.A.
/s/ Raymond A. Felix /s/ Ivan Sierro
Raymond A. Felix Ivan Sierro
General manager Auditor in charge
Exhibits:
- - Balance sheet
- - Profit and loss account
- - Sales expenses
- - Administrative expenses
- - Other income/expenses
- - Notes to the financial statements
- - Notes
14
<PAGE> 1
Exhibit 99.2
IMPRA (UK) LIMITED
REPORT OF THE AUDITORS TO THE SHAREHOLDERS OF
IMPRA (UK) LIMITED
We have audited the financial statements on pages four to nine as of and for the
year ended 30th June 1996 and the year ended 30th June 1995 (not included
herein) which have been prepared under the historical cost convention and the
accounting policies set out on page six.
Respective responsibilities of directors and auditors
As described on page two the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practice Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 30th June 1996 and as at 30th June 1995 and of
its profit for the years then ended and have been properly prepared in
accordance with the provisions of the Companies Act 1985 applicable to small
companies.
Morley & Co. /s/ Morley & Co.
Registered Auditors
Chartered Accountants
1-3 Devizes Road
Old Town
Swindon
Wilts
SN1 4BJ Dated: 7th August 1996
15
<PAGE> 1
Exhibit 99.3
[Letterhead of Seytter, Oesterle & Portugall]
Deloitte & Touche LLP
Att. Mr. Michael Holdaway
Suite 1200
2901 North Central Avenue
Phoenix, Arizona 85012-2799
U.S.A.
Telefax Nr. 602 234 5186
05.11.1996
Impra Medica GmbH, Munchen
Audit of the interim accounts as at September 15, 1996
Dear Mr. Holdaway,
Referring to your telefax dated November 4, I give the following answers:
1. During and up to the end of the audit (October 24, 1996), I was independent
of Impra Medica and of other companies of the Impra Medica Group.
2. The intercompany reconciliation was carried out and reviewed by me. To the
extent that any changes occurred in the course of the audit, these were
reconciled with the affiliated companies.
3. The accounting principles applied to Impra Medica GmbH are in the main
points in line with those for the consolidated group, except where the
provisions of German commercial and tax law require otherwise.
4. No circumstances arose during my audit which may have been prejudicial to
my independence as auditor.
5. I am familiar with the primary accounting principles of the United States
and have concerned myself with the auditing standards of the American
Institute of Certified Public Accountants. In my view, there are no
significant differences between the auditing standards of the United States
and Germany.
Yours very truly,
/s/ Dr. Portugall
Dr. Portugall
Auditor
Tax Consultant
16
