SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996
Commission File Number 1-6926
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1454160
(State of incorporation) (I.R.S. Employer Identification No.)
730 Central Avenue, Murray Hill, New Jersey 07974
(Address of principal executive offices)
Registrant's telephone number,
including area code: (908) 277-8000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1996
Common Stock - $.25 par value 57,027,709
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets - September 30,
1996 and December 31, 1995 1
Consolidated Statements of Income and Retained
Earnings For The Quarter and Nine Months Ended
September 30, 1996 and 1995 2
Consolidated Statements of Cash Flows For The
Nine Months Ended September 30, 1996 and 1995 3
Notes to Consolidated Financial Statements 4
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II - OTHER INFORMATION 7
<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 61,000 $ 51,300
Accounts receivable, net 243,700 215,700
Inventories 247,300 228,200
Other current assets 15,000 8,700
Total current assets 567,000 503,900
Property, plant and equipment,net 221,900 214,200
Intangible assets, net of
amortization 450,900 315,500
Other assets 78,100 57,400
$1,317,900 $1,091,000
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<S> <C> <C>
Current Liabilities:
Short-term borrowings and current
maturities of long-term debt $ 289,400 $ 66,900
Accounts payable 42,600 62,700
Accrued expenses 160,500 131,400
Federal and foreign income
taxes 4,800 12,300
Total current liabilities 497,300 273,300
Long-term debt 195,000 198,400
Other long-term liabilities 37,900 54,700
Shareholders' Investment:
Preferred stock, $1 par value,
authorized 5,000,000 shares;
none issued --- ---
Common stock, $.25 par value,
authorized 300,000,000 shares;
issued and outstanding 56,995,599
shares and 57,100,598 shares 14,300 14,300
Capital in excess of par value 76,000 63,300
Retained earnings 492,800 478,900
Other 4,600 8,100
587,700 564,600
$1,317,900 $1,091,000
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
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<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(thousands except per share amounts)
(Unaudited)
<CAPTION>
For The Quarter Ended For Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net sales $295,800 $277,600 $880,200 $846,800
Costs and expenses:
Cost of goods sold 146,600 134,200 430,500 409,000
Marketing,selling and
administrative 90,200 88,000 266,600 262,800
Research and
development 18,700 18,100 57,800 57,100
Costs to combine
operations 9,000 12,500 9,000 12,500
Interest Expense 6,600 6,200 18,700 18,700
Other (income)
expense 9,500 (2,600) 32,800 (5,800)
Total costs and
expenses 280,600 256,400 815,400 754,300
Income before taxes 15,200 21,200 64,800 92,500
Provision(benefit)for
income taxes 3,800 7,100 (1,200) 28,500
Net income 11,400 14,100 66,000 64,000
Retained earnings,
beginning of period 494,900 459,500 478,900 427,300
Treasury stock
retired (3,800) 0 (24,100) (2,000)
Cash dividends (9,700) (8,300) (28,000) (24,000)
Retained earnings,
end of period $492,800 $465,300 $492,800 $465,300
Weighted average shares
outstanding 57,062 56,621
Net income per
share $ .20 $ .25 $ 1.16 $ 1.13
Cash dividends per
share $ .17 $ .16 $ .49 $ .46
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these statements.
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<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of dollars)
(Unaudited)
<CAPTION>
For The Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 66,000 $ 64,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 42,500 36,000
Other noncash items (800) (1,400)
Changes in assets and liabilities:
Current assets (27,400) (35,300)
Current liabilities (5,300) 13,700
Other (1,400) (22,200)
73,600 54,800
Cash flows from investing activities:
Capital expenditures (24,600) (23,500)
Payments made for purchases of
businesses (193,800) ---
Other long-term investments,
net (15,100) (17,100)
(233,500) (40,600)
Cash flows from financing activities:
Purchase of common stock (24,300) (2,000)
Dividends paid (28,000) (24,000)
Short-term borrowings and other 233,600 (91,800)
Long-term borrowings (3,400) 104,900
177,900 (12,900)
Net increase in cash and cash
equivalents 18,000 1,300
Balance at January 1, 37,400 34,500
Balance at September 30, $ 55,400 $ 35,800
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these statements.
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The financial statements contained in this filing have been
prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and have not been audited,
however, C. R. Bard, Inc. ("Bard" or the "Company") believes that
it has included all adjustments, consisting only of normal
recurring adjustments, which are necessary to present fairly the
results of operations for these periods. The results of operations
for the interim periods are not necessarily indicative of results
of operations for a full year. These financial statements should
be read in conjunction with the Consolidated Financial Statements
and Notes to Consolidated Financial Statements as filed by the
Company in the 1995 Annual Report on Form 10-K.
Accounting Policies
Included in the balance sheet caption "Cash and short-term
investments" are short-term investments which have maturities
greater than ninety days and amounted to $5,600,000 at September
30, 1996. These investments have not been treated as cash and cash
equivalents for cash flow presentation purposes.
Acquisitions
On September 16, 1996 Bard announced that it had completed the
acquisition of IMPRA, Inc. ("IMPRA"). IMPRA, a privately held
company, develops, manufactures and markets vascular grafts used
for blood vessel replacement surgery. Pursuant to the Agreement
and Plan of Merger, dated as of August 2, 1996, as amended (the
"Agreement and Plan of Merger"), among Bard, CRB Acquisition
Company, a wholly-owned subsidiary of Bard ("CRB"), and IMPRA, on
September 16, 1996 CRB was merged with and into IMPRA as a result
of which IMPRA became a wholly-owned subsidiary of Bard. The
shares of common stock of IMPRA outstanding immediately prior to
the merger were converted into the right to receive a pro rata
portion of $143,196,000. The purchase price is subject to
adjustment as provided in the Agreement and Plan of Merger. Such
amounts were financed through borrowings. IMPRA's assets and
liabilities have been recorded at their estimated fair market
values and the excess purchase price has been assigned to goodwill.
These fair values are based upon preliminary estimates. Upon
completion of a detailed review of assets and liabilities,
including intangibles, certain adjustments may be required to
finalize the purchase accounting that could be material to the
Company's financial statements.
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
On September 28, 1995 the Company completed the stock-for-stock
merger with MedChem Products, Inc. into Bard. MedChem Products,
Inc. developed, manufactured and marketed vascular access
catheters, hemostasis and wound closure products. The merger was
accounted for as a pooling of interests. Under the terms of the
merger agreement Bard issued 3,192,345 common shares in exchange
for all outstanding common stock of MedChem.
Included in the Consolidated Statements of Cash Flows, the Company
has separately reported cash payments for purchases of businesses.
These purchases include the Company's 1996 acquisitions of IMPRA,
St. Jude Medical's Cardiac Assist Division and X-Trode S.r.l.
Short Term Borrowings and Long-Term Debt
On September 9, 1996 Bard initiated a $350,000,000 commercial paper
program. This commercial paper program was used to finance the
IMPRA acquisition. As of September 30, 1996 the Company utilized
approximately $329,000,000 of commercial paper to finance the IMPRA
acquisition and to pay down existing credit lines. Borrowings of
$120,000,000 under the Company's commercial paper program have been
classified as long-term debt because the Company has both the
intention and ability to refinance these amounts on a long-term
basis.
On June 14, 1996, Bard filed a shelf registration statement with
the Securities and Exchange Commission for the registration of
$200,000,000 of unsecured debt securities. Such registration statement
was declared effective on November 15, 1996.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Consolidated net sales for the third quarter of 1996 of
$295,800,000 was an increase of 7 percent over the third quarter
1995 sales of $277,600,000. Sales for the first nine months of
1996 of $880,200,000 increased 4 percent over the $846,800,000 for
the same period last year. Sales in the U.S. for the third quarter
of 1996 were $195,600,000, an increase of 7 percent from 1995,
while international sales were up 5 percent against last year. The
impact of a strengthening dollar in the third quarter decreased
sales outside the U.S. by 5 percent. For the first nine months of
1996, U.S. sales totaled $580,100,000, up 4 percent, while
international sales increased 5 percent to $300,100,000. Currency
translation for the first nine months of 1996 decreased worldwide
sales by approximately 1 percent.
PRODUCT GROUP SUMMARY OF NET SALES
(in thousands)
Quarter Ended Nine Months Ended
September 30, September 30,
% %
1996 1995 Change 1996 1995 Change
Cardiovascular $ 95,100 $ 89,700 6 $293,100 $278,700 5
Urological 86,900 79,800 9 256,700 238,100 8
Surgical 113,800 108,100 5 330,400 330,000 ---
Net sales $295,800 $277,600 7 $880,200 $846,800 4
Cardiovascular sales for the quarter were consistent with year-to-date
trends. During the third quarter the Company received U.S.
regulatory approval for its second new angioplasty catheter in
1996. Strong Foley catheter sales during the quarter contributed
to the 9 percent increase in urological products. Surgical sales
benefited from the acquisition of IMPRA.
Gross profit of 50.4 percent for the quarter and 51.1 percent for
the nine month period in 1996 was lower than in 1995 primarily due
to competitive pricing pressure and manufacturing variances due in
part to a delayed product launch. Pricing pressures have decreased
worldwide sales by approximately 2%.
-6-
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
The 1996 costs to combine operations of $9,000,000 relate to
noncapitalizable expenses for the IMPRA acquisition. The 1995
costs to combine operations of $12,500,000 relate to the MedChem
acquisition.
In addition to recurring items such as foreign exchange and
interest income, other income and expense includes a one-time
charge of $10,000,000 in the third quarter of 1996 related to the
reorganization of certain existing manufacturing operations. In
the second quarter of 1996, other income and expense included a
credit of $2,500,000 for the elimination of a contractual agreement
which previously had been accrued. In the first quarter of 1996,
other income and expense included $9,900,000 of revenues related to
royalties on angioplasty catheter balloon technology received on
sales for prior periods and the write down of assets of $31,000,000
($16,800,000 net of tax). First quarter 1996's tax provision
reflects the reversal of tax reserves of $15,000,000.
The Company's results for the quarter ended September 30, 1996 were
net income of $11,400,000 or 20 cents per share as compared with
$14,100,000 or 25 cents per share for the same quarter in 1995.
Total borrowing increased from $265,300,000 at December 31, 1995
to $484,400,000 at September 30, 1996. The increase is due to
previously discussed acquisitions and working capital requirements.
During the first nine months of 1996 and 1995, the Company acquired
713,700 and 75,000, respectively, of its common shares which were
retired.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 3 - Restated Certificate of Incorporation
Exhibit 12.1 - Computation of Ratio of Earnings to Fixed
Charges
Exhibit 27 - Financial Data Schedule
-7-
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
(b) One Current Report on Form 8-K as amended, dated
September 16, 1996, was filed during the quarter ended
September 30, 1996 pursuant to Item 2 and 7 of that form.
The following financial statements were filed:
Financial Statements of IMPRA, Inc.
Consolidated Balance Sheets at June 30, 1996 and 1995.
Consolidated Statements of Income and Retained
Earnings for the Years Ended June 30, 1996 and 1995
Consolidated Statements of Cash Flows for the Years
Ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements for the
Years Ended June 30, 1996 and 1995
Pro Forma Financial Statements.
Unaudited Pro Forma Combined Condensed Balance Sheet
as of June 30,
Unaudited Pro Forma Combined Condensed Consolidated
Statement of Income:
Year Ended December 31, 1995
Six Months Ended June 30, 1996
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
C. R. BARD, INC.
(Registrant)
William C. Bopp /s/
William C. Bopp
Executive Vice President and
Chief Financial Officer
Charles P. Grom /s/
Charles P. Grom
Vice President and Controller
DATE: November 15, 1996
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
Exhibit 3 Restated Certificate of Incorporation
Exhibit 12.1 Computation in Support of Ratio of Earnings to
Fixed Charges
Exhibit 27 Financial Data Schedule
EXHIBIT 3
C. R. BARD, INC.
RESTATED CERTIFICATE OF INCORPORATION
As Amended April 17, 1996
Filed April 30, 1996
<PAGE>
C. R. BARD, INC.
RESTATED CERTIFICATE OF INCORPORATION
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-5,
Corporations, General, of the New Jersey Statutes, the undersigned
Corporation hereby executes the following Restated Certificate of
Incorporation:
FIRST: The name of the corporation is
C. R. BARD, INC.
SECOND: The purpose or purposes for which the Corporation
is organized are to engage in any activity within the lawful
business purposes for which corporations may be organized under the
New Jersey Business Corporation Act.
THIRD: The aggregate number of shares which the
Corporation is authorized to issue is 305,000,000 shares,
consisting of 300,000,000 shares of Common Stock, par value $.25
(Twenty Five Cents) per share, and 5,000,000 shares of Preferred
Stock, par value $1.00 (One Dollar) per share. The designations,
relative rights, preferences and limitations of the shares of each
clause shall be as follows:
Subject to the provisions hereof, the Board of Directors
is hereby expressly authorized to divide shares of Preferred Stock
into classes and into series within any class or classes, to issue
the shares of Preferred Stock in such class or classes and in
series within any class or classes, and to fix from time to time,
before issuance, the number of shares to be included in each class
or series within a class and the designation, relative rights,
preferences and limitations of all shares of each class or series
within a class. The authority of the Board of Directors with
respect to each class or series within a class shall include,
without limitation, the determination of any or all of the
following matters:
(a) The number of shares constituting such class or series
within a class and the designation thereof to distinguish the
shares of such class or series within a class from the shares
of all other classes or series;
<PAGE>
(b) The annual dividend rate on the shares of such class or
series within a class and whether such dividends shall be
cumulative and, if cumulative, the date from which dividends
shall accumulate;
(c) The redemption price or prices for shares of such class or
series within a class, if redeemable, and the terms and
conditions of such redemption;
(d) The preference, if any, of shares of such class or series
within a class in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(e) The voting rights, if any, of shares of such class or
series within a class in addition to the voting rights
prescribed by law and the terms of exercise of such voting
rights;
(f) The rights, if any, of shares of such class or series
within a class to be converted into shares of any other class
or series, including Common Stock, and the terms and
conditions of such conversion;
(g) The terms or amount of any sinking fund provided for the
purchase or redemption of such class or series within a class;
and
(h) Any other relative rights, preferences and limitations of
such class or series within a class.
The shares of each class and of each series within a
class may vary from the shares of any other class or series as to
any of such matters.
Dividends on all outstanding shares of Preferred Stock
must be declared and paid, or set aside for payment, before any
dividends may be declared and paid, or set aside for payment, on
shares of Common Stock with respect to the same dividend period.
Each share of Common Stock shall be equal in all respects
to every other share of Common Stock.
FOURTH: No holder of any shares of the Corporation, now
or hereafter authorized, shall have any right as such holder to
purchase or subscribe for or otherwise acquire any shares or any
securities or obligations convertible into, or exchangeable for, or
any right, warrant or option to purchase, any shares of any class
which the Corporation may at any time hereafter issue or sell,
whether now or hereafter authorized, but any and all such shares,
securities, obligations, rights, warrants and options may be issued
<PAGE>
and disposed of by the Board of Directors to such persons, firms,
corporations and associations, and for such lawful consideration,
and on such terms, as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to the
shareholders.
FIFTH: The address of the Corporation's current
registered office is 730 Central Avenue, Murray Hill, New Jersey
07974, and the name of the Corporation's current registered agent
at such address is Richard A. Flink.
SIXTH: The Board of Directors of the Corporation shall
consist of no fewer than three and no more than fourteen directors,
with the exact number of directors to be determined in accordance
with the By-Laws of the Corporation. The directors of the
Corporation shall be divided into three classes, namely, Classes I,
II and III, with each class consisting of not fewer than one nor
more than five directors, as determined in accordance with the
By-Laws of the Corporation. At each annual meeting of shareholders,
the successors to any class of directors whose terms shall then
expire shall be elected to serve until the third annual meeting
following their election and until their successors shall be
elected and qualified. Directors elected as hereinbefore provided
may not be removed prior to the expiration of their respective
terms of office without cause.
Notwithstanding any provision of this Restated
Certificate of Incorporation to the contrary, (1) no amendment to
this Restated Certificate of Incorporation shall amend, alter,
change or repeal any provision of this Article SIXTH except upon
the affirmative vote of the holders of at least seventy-five
percent of the outstanding shares of all classes of capital stock
of the Corporation entitled to vote thereon, and (2) no amendment
to this Restated Certificate of Incorporation shall be adopted
empowering shareholders to remove directors without cause except
upon the affirmative vote of the holders of at least seventy-five
percent of the outstanding shares of all classes of capital stock
of the Corporation entitled to vote thereon.
The number of directors constituting the current Board of
Directors is eleven, the address for each of them is C. R. Bard,
Inc., 730 Central Avenue, Murray Hill, New Jersey 07974 and their
names and classes are as follows:
CLASS I
William C. Bopp
William T. Butler, M.D.
Raymond B. Carey, Jr.
Daniel A. Cronin, Jr.
<PAGE>
CLASS II
Joseph F. Abely, Jr.
Robert P. Luciano
Robert H. McCaffrey
Benson F. Smith
CLASS III
T. Kevin Dunnigan
Regina E. Herzlinger
William H. Longfield
SEVENTH: 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.
EIGHTH: Subject to the provisions of the New Jersey
Business Corporation Act, contracts or other transactions between
the Corporation and its directors or between the Corporation and
other firms or associations in which its directors are interested
in any way, shall not be void or voidable due solely to such common
interest.
NINTH: Subject to the provisions of the New Jersey
Business Corporation Act, 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 and/or competent advice of any type.
TENTH: Except for actions required or permitted to be
taken at a meeting of shareholders by Chapter 10 of the New Jersey
Business Corporation Act, any action required or permitted to be
taken at a meeting of shareholders may be taken without a meeting
upon the written consent of shareholders who would have been
entitled to cast the minimum number of votes which would be
required to take such action at a meeting at which all shareholders
entitled to vote thereon are present.
ELEVENTH: Except as set forth below, the affirmative vote
of the holders of at least seventy-five percent of the outstanding
shares of all classes of capital stock of the Corporation entitled
to vote thereon, shall be required in order to authorize or adopt
(a) any agreement for the merger or consolidation of the
Corporation with or into any other corporation which is required by
law to be approved by shareholders, (b) any sale, lease, transfer
or other disposition by the Corporation of all or any substantial
part of the assets of the Corporation to any other corporation,
person or other entity, or (C) any issuance or delivery of
<PAGE>
securities of the Corporation in exchange or payment for any
securities, properties or assets of any other person in a
transaction in which the authorization or approval of shareholders
of the Corporation is required by law or by any agreement to which
the Corporation is a party, if as of the record date for the
determination of shareholders entitled to notice thereof and to
vote thereon or consent thereto, such other corporation, person or
entity which is a party to such transaction is the beneficial
owner, directly or indirectly, of more than 5% of the outstanding
shares of stock of the Corporation.
For the purpose of this Article ELEVENTH (a) any
corporation, person or other entity shall be deemed to be the
beneficial owner of any shares of stock of the Corporation (i)
which it owns directly, whether or not of record, or (ii) which it
has the right to acquire pursuant to any agreement or understanding
or upon exercise of conversion rights, warrants or options, or
otherwise, or (iii) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of
clause (ii) above), by an "affiliate" or "associate" (as defined
below) or (iv) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (ii)
above), by any other corporation, person or entity with which it or
its "affiliate" or "associate" has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of stock of the Corporation, and (b) the outstanding
shares of any class of stock of the Corporation shall include
shares deemed owned through application of clauses (a) (ii),
(iii) and (iv), above but shall not include any other shares which
may be issuable pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise.
The term "'affiliate'' is defined as:
An "affiliate" of, or a person "affiliated" with, a
specified person, is a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled
by, or is under common control with, the persons specified.
The term "associate" is defined as:
The term "associate" used to indicate a relationship with
any person, means (1) any corporation or organization (other
than this Corporation or a majority-owned subsidiary of this
Corporation) of which such person is an officer or partner or
is, directly or indirectly, the beneficial owner of 10% or
more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a
similar fiduciary capacity, and (3) any relative or spouse of
<PAGE>
such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of
this Corporation or any of its parents or subsidiaries.
The provisions of this Article ELEVENTH shall not be
applicable to (i) any merger or consolidation of the Corporation
with or into any other corporation, or any sale or lease of all or
any substantial part of the assets of the Corporation to any other
corporation, person or entity, if the Board of Directors of the
Corporation shall by resolution have approved a memorandum of
understanding, letter of intent or agreement with such other
corporation, person or entity with respect to and substantially
consistent with such transaction, prior to the time that such other
corporation, person or entity shall have become a beneficial owner
of more than 5% of the outstanding shares of stock of the
Corporation, or (ii) any merger or consolidation of the Corporation
with, or any sale to the Corporation or any subsidiary thereof of
any of the assets of, any corporation of which a majority of the
outstanding shares of stock is owned of record or beneficially by
the Corporation and its subsidiaries.
The Board of Directors shall have the power and duty to
determine for the purposes of this Article ELEVENTH on the basis of
information known to the Corporation, whether (i) such other
corporation, person, or other entity beneficially owns more than 5%
of the outstanding shares of stock of the Corporation, (ii) such
corporation, person or entity is an "affiliate" or "associate" (as
defined above) of another, and (iii) the memorandum of
understanding, letter of intent or agreement referred to above is
substantially consistent with the transaction covered thereby. Any
such determination shall be conclusive and binding for all purposes
of this Article ELEVENTH.
No amendment to this Restated Certificate of
Incorporation shall amend, alter, change or repeal any of the
provisions of this Article ELEVENTH, unless the amendment affecting
such amendment, alteration, change or repeal shall receive the
affirmative vote of the holders of at least seventy-five percent of
the outstanding shares of all classes of capital stock of the
Corporation entitled to vote thereon.
TWELFTH: The provisions of this Article TWELFTH shall be
applicable to any transaction to which Article ELEVENTH is
applicable (each such transaction being referred to hereinafter in
this Article TWELFTH as a "Special Business Combination");
provided, however, that the provisions of this Article TWELFTH
shall not be applicable to any Special Business Combination which
shall have been approved by a majority of those members of the
Corporation's Board of Directors who were in office immediately
prior to the time when any shareholder of the Corporation which is
<PAGE>
a party to such Special Business Combination became an Interested
Shareholder (as such term is defined below). No Special Business
Combination to which this Article TWELFTH is applicable shall be
authorized or adopted unless the conditions specified in clauses
(i) and (ii) below are satisfied:
(i) Minimum Price and Form of Consideration
(A) The holders of shares of each class or series of the
outstanding shares of all classes of capital stock of the
Corporation entitled to vote thereon ("Voting Shares") are to
receive in such Special Business Combination an aggregate
amount of cash and fair value of consideration per share other
than cash that either shall be solely in cash or shall be in
the same form and of the same kind as the consideration paid
by the Interested Shareholder and its "affiliates" and
"associates" (as such terms are defined in Article ELEVENTH)
in acquiring the majority of the outstanding Voting Shares
beneficially owned by them at the time of such Special
Business Combination; and
(B) The holders of shares of Common Stock of the
Corporation are to receive in such Special Business
Combination an aggregate amount of cash and fair value of
consideration per share other than cash that shall be at least
equal to the higher of the following:
(1) the highest per share price (with appropriate
adjustments for recapitalization and for stock splits,
stock dividends and similar distributions) paid by such
Interested Shareholder and its affiliates and associates
for any shares of Common Stock acquired by them within
the three-year period prior to the record date of the
meeting of shareholders called to consider and vote upon
the proposed Special Business Combination; or
(2) the per share book value of the Common Stock at
the end of the fiscal quarter immediately preceding the
record date of the meeting of shareholders called to
consider and vote upon the proposed Special Business
Combination; and
(C) The holders of shares of each class or series of
Voting Shares other than Common Stock, if any, are to receive
in such Special Business Combination an aggregate amount of
cash and fair value of consideration per share other than cash
that shall be at least equal to the highest per share price
(with appropriate adjustments for recapitalizations and for
stock splits, stock dividends and similar distributions) paid
by such Interested Shareholder and its affiliates and
<PAGE>
associates for any shares of such class or series of Voting
Shares acquired by them within the three-year period prior
to the record date of the meeting of shareholders called
to consider and vote upon the proposed Special Business
Combination.
(ii) Procedural Requirements
(A) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such
Special Business Combination, (1) there shall have been no
failure to declare and pay at the regular date therefor any
full periodic dividends (whether or not cumulative) on any
Preferred Stock issued and outstanding pursuant to this
Restated Certificate of Incorporation, (2) there shall have
been (x) no reduction in the annual rate of dividends paid on
the Common Stock (except as necessary to reflect any
subdivision of the Common Stock) and (y) an increase in such
annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction
that has the effect of reducing the number of outstanding
shares of the Common Stock, and (3) such Interested
Shareholder shall not have become the beneficial owner of any
additional shares of Voting Shares except as part of the
transaction that results in such Interested Shareholder's
becoming an Interested Shareholder.
(B) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall not
have received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation.
(C) A proxy or information statement describing the
proposed Special Business Combination and complying with the
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public shareholders of the
Corporation at least 30 days prior to the consummation of such
Special Business Combination (whether or not such proxy or
information - statement is required to be mailed pursuant to
such Act or subsequent provisions). Any such proxy or
information statement shall also contain the recommendations
of each of the members of the Board of Directors as to the
advisability of the proposed Special Business Combination as
well as the opinion of an investment banker selected by a
majority of the members of the Board of Directors as to the
<PAGE>
fairness of the terms of the proposed Special Business
Combination to the Corporation and its shareholders.
The Board of Directors shall have the power and duty to
determine for the purposes of this Article TWELFTH on the basis of
information known to the Corporation (i) whether any corporation,
person, or other entity beneficially owns more than 5% of the
outstanding shares of stock of the Corporation, (ii) whether any
corporation, person or entity is an "affiliate" or "associate" (as
defined in Article ELEVENTH) of another; (iii) whether a Special
Business Combination has been proposed, (iv) the fair value of any
consideration other than cash to be received by holders of shares
of any class or series of Voting Shares in a Special Business
Combination; and (v) any other relevant facts necessary to
determine the applicability of any provision of this Article
TWELFTH to a Special Business Combination. Any such determination
shall be conclusive and binding for all purposes of this Article
TWELFTH.
For the purposes of this Article TWELFTH, the term
"Interested Shareholder" is defined as the beneficial owner,
directly or indirectly (including shares deemed owned by an
"affiliate" or "associate" of such person as described in Article
ELEVENTH), of more than 5% of the outstanding shares of stock of
the Corporation.
No amendment to this Restated Certificate of
Incorporation shall amend, alter, change or repeal any of the
provisions of this Article TWELFTH, unless the amendment effecting
such amendment, alteration, change or repeal shall receive the
affirmative vote of the holders of at least a majority of the
voting power of each class of capital stock of the Corporation;
provided, however, that if on the record date for the meeting at
which such proposed action is submitted to shareholders there is an
Interested Shareholder who has proposed a Special Business
Combination, or on whose behalf a Special Business Combination has
been proposed, then the votes of such Interested Shareholder and
its affiliates and associates shall not be counted in calculating
the requisite vote for approval of the proposed action.
THIRTEENTH: Except as expressly permitted in the next
succeeding paragraph of this Article THIRTEENTH, any purchase by
the Company, or any Subsidiary (as hereinafter defined), of shares
of Voting Stock (as hereinafter defined) from a 5% Shareholder (as
hereinafter defined) at a per share price in excess of the Market
Price (as hereinafter defined) at the time of such purchase of the
shares so purchased shall require the affirmative vote of the
holders of that amount of the voting power of the Voting Stock
equal to the sum of (i) the voting power of the shares of Voting
Stock of which the 5% Shareholder is the beneficial owner (as
<PAGE>
hereinafter defined) and (ii) a majority of the voting power of the
remaining outstanding shares of Voting Stock, voting together as a
single class.
The provisions of the first paragraph of this Article
THIRTEENTH shall not be applicable to any purchase of shares of
Voting Stock pursuant to (i) an offer, made available on the same
terms, to the holders of all of the outstanding shares of the same
class of Voting Stock as those so purchased or (ii) a purchase
program effected on the open market and not as a result of a
privately-negotiated transaction.
For the purposes of this Article THIRTEENTH:
(i) A "person" shall mean any individual firm,
corporation or other entity.
(ii) "Voting Stock" shall mean the outstanding shares of
all classes of capital stock of the Company entitled to vote
generally in the election of directors.
(iii) "5% Shareholder" shall mean any person (other than
the Company or any Subsidiary) who or which:
(a) is the beneficial owner, directly or indirectly,
of more than 5% of the voting power of the outstanding
shares of Voting Stock; or
(b) is an affiliate (as such term is defined in
Article ELEVENTH) of the Company and at any time within
the two-year period immediately prior to the date in
question was the beneficial owner, directly or
indirectly, of more than 5% of the voting power of the
then outstanding shares of Voting Stock; or
(c) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in
question beneficially owned by any 5% Shareholder, if
such assignment or succession shall have occurred in the
course of a transaction or series of transactions not
involving a public offering within the meaning of the
Securities Act of 1933.
(iv) A person shall be a "beneficial owner" of any shares
of Voting Stock:
(a) which such person or any of its affiliates or
associates (as such term is defined in Article ELEVENTH)
beneficially owns, directly or indirectly; or
<PAGE>
(b) which such person or any of its affiliates or
associates has (1) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (2) the right to vote pursuant to any
agreement, arrangement or understanding; or
(c) which are beneficially owned, directly or
indirectly, by any other person with which such person or
any of its affiliates or associates has any agreement,
arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of
Voting Stock.
(v) For the purpose of determining whether a person is a
"5% Shareholder" pursuant to clause (iii) above, (the number
of shares of Voting Stock deemed to be outstanding shall
include shares deemed owned through application of clause (iv)
above, but shall not include any other shares of Voting Stock
which may be issuable pursuant to any agreement, arrangement
or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(vi) "Subsidiary" shall mean any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the Company; provided, however, that for the
purpose of the definition of a "5% Shareholder" set forth in
clause (iii) above the term "Subsidiary" shall mean only a
corporation of which a majority of the voting power of the
capital stock entitled to vote generally in the election of
directors is owned, directly or indirectly, by the Company.
(vii) "Market Price" shall mean the last closing sale
price immediately preceding the time in question of a share of
the stock in question on the Composite Tape for New York Stock
Exchange Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal United
States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the last
closing bid quotation with respect to a share of such stock
immediately preceding the time in question on the National
Association of Securities Dealers, Inc., Automated Quotations
System or any comparable system then in use (or any other
system of reporting or ascertaining quotations then
available), or, if such stock is not so quoted, the fair
market value at the time in question of a share of such stock
<PAGE>
as determined by a majority of the entire Board of Directors
in good faith.
The Board of Directors of the Company shall have the
power and duty to determine for the purposes of this Article
THIRTEENTH, on the basis of information known to them after
reasonable inquiry, (i) whether the provisions of this Article
THIRTEENTH are applicable to a particular transaction (ii) whether
a person is a 5% Shareholder, (iii) the number of shares of Voting
Stock beneficially owned by any person and (iv) whether a person is
an affiliate or an associate of another person. The good faith
determination of the Board of Directors shall be conclusive and
binding for all purposes of this Article THIRTEENTH.
Notwithstanding any other provision of this Restated
Certificate of Incorporation or the By-Laws, as amended, of the
Company (and notwithstanding the fact that a lesser percentage may
be specified by law, this Restated Certificate of Incorporation or
the By-Laws, as amended, of the Company), the affirmative vote of
the holders of at least seventy-five percent of the voting power of
the outstanding Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal, or adopt any provision
inconsistent with, this Article THIRTEENTH.
FOURTEENTH: A director or officer of the Corporation
shall not be personally liable to the Corporation or its
shareholders 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 New Jersey
Business Corporation Act as the same exists or may hereafter be
amended.
Dated as of this 17th day of April, 1996.
C. R. BARD, INC.
By William H. Longfield /s/
William H. Longfield
Chairman and
Chief Executive Officer
<TABLE>
EXHIBIT 12.1 Computation of Ratio of Earnings to Fixed Charges
<CAPTION>
Nine Months
Ending
09/30/96 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Earnings before taxes $64,800 $123,500 $104,100 $101,400 $120,200 $ 88,700
Add (Deduct)
Fixed Charges 24,600 31,500 23,200 18,700 19,900 21,200
Undistributed earnings
of less than 50% owned
companies carried at
equity (500) (800) (400) (200) (500) (500)
Interest capitalized 0 0 (200) 0 (300) (900)
Earnings available for fixed
charges $88,900 $154,200 $126,700 $119,900 $139,300 $108,500
Fixed charges:
Interest, including
amounts capitalized 18,700 24,200 16,500 12,500 13,700 14,800
Proportion of rent
expense deemed to
represent interest
factor 5,900 7,300 6,700 6,200 6,200 6,400
Fixed Charges $24,600 $ 31,500 $ 23,200 $ 18,700 $ 19,900 $ 21,200
Ratio of earnings to fixed
charges 3.61 4.89 5.46 6.41 7.00 5.12
<FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 61000
<SECURITIES> 0
<RECEIVABLES> 243700
<ALLOWANCES> 10000
<INVENTORY> 247300
<CURRENT-ASSETS> 567000
<PP&E> 370800
<DEPRECIATION> 148900
<TOTAL-ASSETS> 1317900
<CURRENT-LIABILITIES> 497300
<BONDS> 195000
0
0
<COMMON> 14300
<OTHER-SE> 573400
<TOTAL-LIABILITY-AND-EQUITY> 1317900
<SALES> 880200
<TOTAL-REVENUES> 880200
<CGS> 430500
<TOTAL-COSTS> 430500
<OTHER-EXPENSES> 384900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18700
<INCOME-PRETAX> 64800
<INCOME-TAX> (1200)
<INCOME-CONTINUING> 66000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66000
<EPS-PRIMARY> 1.16
<EPS-DILUTED> 1.16
</TABLE>
