SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: July 23, 1998
C. R. BARD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New Jersey 1-6926 22-1454160
(STATE OF COMMISSION FILE NUMBER IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.
730 Central Avenue, Murray Hill, New Jersey
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
07974
(ZIP CODE)
(908) 277-8000
(REGISTRANT'S TELEPHONE NUMBER)
<PAGE>
Item 5. Other Events
C. R. Bard, Inc. announced on July 9, 1998 that it has agreed
to sell its global coronary cath lab business (angioplasty and
angiography) (the "Business") to Arterial Vascular Engineering,
Inc. for $600 million.
The transaction is structured as an acquisition of certain
assets and certain liabilities of Bard related to the Business and
the acquisition of stock of certain subsidiaries (the
"Subsidiaries") of Bard engaged in the Business. In connection
with the sale of the Business, Bard will receive $550 million and
95% of the net book value of the Subsidiaries' trade accounts
receivable as of the Closing Date in cash, with the balance of the
purchase price being working capital relating to the Business
retained by Bard.
Bard's press release relating to the transaction is attached
as Exhibit 99A and is incorporated herein by reference.
Separately, C. R. Bard, Inc. announced on July 9, 1998 that
its Board of Directors authorized purchases from time to time of up
to 10 million shares of Bard's common stock. The shares to be
purchased will be held in treasury and have the status of
authorized but unissued.
Bard's press release relating to the share repurchase is
attached as Exhibit 99B and is incorporated herein by reference.
Item 7. Exhibits
99A. Press Release dated July 9, 1998, entitled "Bard to Sell its
Global Coronary Cath Lab Business to Arterial Vascular
Engineering For $600 Million".
99B. Press Release dated July 9, 1998, entitled "Bard Directors
Authorize 10 Million Share Purchase Program".
SIGNATURE
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)
By: William C. Bopp /s/
William C. Bopp
Executive Vice President
and Chief Financial Officer
Dated: July 23, 1998
CONTACT: E.L. Parker EXHIBIT 99A
Vice President and Treasurer
(908) 277-8059
BARD TO SELL ITS GLOBAL CORONARY CATH LAB BUSINESS TO
ARTERIAL VASCULAR ENGINEERING FOR $600 MILLION
MURRAY HILL, NJ -- July 9, 1998 - C. R. Bard, Inc. (NYSE-BCR)
announced today that it has agreed to sell its global coronary cath
lab business (angioplasty and angiography) to Arterial Vascular
Engineering, Inc. (NASDAQ-AVEI) for $600 million. Bard reported
worldwide sales of coronary angioplasty and angiography products of
approximately $215 million in 1997. The coronary cath lab business
includes manufacturing plants in Billerica, Massachusetts and
Galway, Ireland as well as approximately 1900 employees worldwide.
The sale of this business represents another step in a series of
strategic initiatives being pursued by the company to enhance
Bard's operating performance and shareholder value. These
initiatives, announced in April 1997, began with Bard's plans to
restructure its manufacturing operations and will continue through
the balance of 1998 as the company further considers strategic
alternatives for its remaining coronary vascular businesses and
takes any additional steps necessary to improve efficiencies in
both manufacturing and operations globally.
In connection with the sale of its coronary cath lab business, Bard
will receive $550 million in cash with the balance of the purchase
price being working capital retained by Bard. Additionally, Bard
will enter into an Intellectual Property License Agreement and
long-term Product and Materials Supply Agreements with AVE. The
Agreements provide for (i) Bard to retain non-exclusive rights for
non-coronary applications of the technologies protected by the
coronary cath lab patents to be transferred to AVE and (ii) AVE to
obtain non-exclusive rights for coronary applications of certain
other technologies.
Bard started in the interventional cardiology business in 1966 and
pioneered balloon angioplasty in the United States in 1978. The
strength of Bard's intellectual property portfolio was validated
with the $100 million payment from Guidant Corporation announced on
April 6, 1998, for the settlement of several infringement claims
and the grant of patent licenses.
William H. Longfield, chairman and chief executive officer, said,
"The decision to divest our angioplasty and angiography product
lines reflects the implementation of our strategy to focus
resources on businesses where Bard can be the market leader. We
believe that this transaction is in the best interests of our
shareholders and the affected employees." Longfield noted that,
"the cash sale announced today reflects gross proceeds for this
business of nearly three times 1997 sales." Longfield continued,
"I am grateful to so many dedicated employees for their outstanding
contributions to Bard's growth in interventional cardiology and
want to thank them and wish them well as they prepare to join AVE."
- more -
<PAGE>
Bard to Sell its Global Coronary Cath Lab Business
July 9, 1998
The majority of the net proceeds of the sale will be targeted for
the repurchase, from time-to-time, of up to 10 million shares of
common stock. An appropriate amount will be reserved for debt
reduction and strategic investments and acquisitions in the
company's four emphasis product groups: peripheral vascular,
urology, oncology and surgical specialties. Longfield noted, "We
now have the financial and strategic flexibility to reinvest in
Bard's businesses with major market leadership positions and
enhance the profitability and growth profile of the company."
Completion of the sale is subject to standard government and
regulatory approvals. Closing of the sale is anticipated to occur
within 60 days.
C. R. Bard, Inc., headquartered in Murray Hill, New Jersey, is a
leading multinational developer, manufacturer and marketer of
health care products.
This press release contains forward-looking statements, the
accuracy of which is necessarily subject to risks and
uncertainties. Management refers the reader to Bard's 1997 Form
10-K for a detailed statement with regard to forward-looking
statements.
* * *
Exhibit 99B
Contact: E. L. Parker
Vice President and Treasurer
(908) 277-8059
BARD DIRECTORS AUTHORIZE 10 MILLION
SHARE PURCHASE PROGRAM
MURRAY HILL, NJ -- July 9, 1998 -- C. R. Bard, Inc. (NYSE - BCR)
said today that it has authorized purchases from time to time of up
to 10 million shares of Bard's common stock. The shares to be
purchased will be held in treasury and have the status of
authorized but unissued.
In a separate announcement today, Bard said that it has agreed to
sell its global coronary cath lab businesses (angioplasty and
angiography) for $600 million. Plans are to use a substantial
portion of the after-tax proceeds from this sale for share
repurchases.
For the full year 1997 Bard had a weighted average of 56,971,000
shares outstanding. At year-end 1997 total shares outstanding were
56,784,551.
C. R. Bard, Inc., headquartered in Murray Hill, New Jersey, is a
leading multinational developer, manufacturer and marketer of
health care products.
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