As filed with the Securities and Exchange Commission on
March 30, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the period since inception through December 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____
Commission File No: 1-6926
C. R. Bard, Inc.
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
1998 Employee Stock Purchase Plan
of C. R. Bard, Inc.
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, NJ 07974
<PAGE>
REQUIRED INFORMATION:
- - Report of Independent Public Accountants
- - Financial Statements
Statement of Net Assets Applicable to Participants'
Equity As of December 31, 1998
Statement of Changes in Net Assets Applicable to
Participants' Equity For the Period Since Inception
Through December 31, 1998
- - Exhibit
Consent of Arthur Andersen LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereto duly authorized.
1998 EMPLOYEE STOCK PURCHASE PLAN
OF C. R. BARD, INC.
(Name of Plan)
By: Charles P. Slacik /s/
Charles P. Slacik
Senior Vice President and
Chief Financial Officer
Dated: March 30, 1999
<PAGE>
1998 Employee Stock Purchase Plan
of C. R. Bard, Inc.
Financial Statements As of
December 31, 1998
and for the Period
Since Inception Through
December 31, 1998
Together with
Report of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To C. R. Bard, Inc.:
We have audited the accompanying statement of net assets applicable
to participants' equity of the 1998 Employee Stock Purchase
Plan of C. R. Bard, Inc. as of December 31, 1998 and the related
statement of changes in net assets applicable to participants'
equity for the period since inception through December 31, 1998.
These financial statements are the responsibility of the Plan's
administrator. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets applicable to
participants' equity as of December 31, 1998, and the changes in
net assets applicable to participants' equity for the period since
inception through December 31, 1998, in conformity with generally
accepted accounting principles.
Arthur Andersen LLP
Roseland, New Jersey
March 29, 1999
1998 Employee Stock Purchase Plan of C. R. Bard, Inc.
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1998
ASSETS: 1998
Investment, at fair value -
Bard Common Stock $1,185,327
Total investments 1,185,327
Total assets 1,185,327
Net assets applicable to participants equity $1,185,327
The accompanying notes to financial statements are an integral part
of this statement.
<PAGE>
1998 Employee Stock Purchase Plan of C. R. Bard, Inc.
Statement of Changes in Net Assets
Applicable to Participants' Equity
For the Period Since Inception Through December 31, 1998
Bard
Common
Stock
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
Beginning of period $ ---
ADDITIONS:
Employee contributions 771,547
Net appreciation of investments 413,780
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
End of period $1,185,327
The accompanying notes to financial statements are an integral part
of this statement.
<PAGE>
1998 Employee Stock Purchase Plan of C. R. Bard, Inc.
(1) PLAN DESCRIPTION:
The following description of the 1998 Employee Stock
Purchase Plan of C. R. Bard, Inc. (the "Plan") is provided for
general information purposes. Participants of the Plan should
refer to the Plan document for more detailed and complete
information.
General
The Plan provides eligible employees of C. R. Bard, Inc. and its
subsidiaries (the "Company") with an opportunity to purchase shares
of the Company's common stock at a discount. Employees are
eligible to participate in the Plan if they are employed at a
domestic subsidiary or certain foreign subsidiaries. In addition,
the employee's customary work week must be greater than 20 hours
and the employee's customary employment must be greater than five
months in any calendar year as well as certain other requirements.
Contributions
Plan participants may elect to make after-tax contributions through
payroll deductions equal to whole percentages from 1% to 10% of
"basic pay" as defined in the Company's retirement plan paid to the
employee during the applicable payroll period. Payroll deductions
are for six-month periods beginning each January 1st and July 1st
(the Grant "Date"). All funds of participants received or held by
the Company under the Plan before purchase of the shares of the
Company's Common Stock shall be held by the Company without
liability for interest or other increment.
Share Purchases
Except as provided in the Plan, shares of the Company's Common
Stock shall be purchased on June 30 or December 31 or the following
business day if such date is not a business day (the "Purchase
Date"). Participants will purchase shares at 85% of the lower
fair market value of the Company's Common Stock at either the Grant
Date or the Purchase Date.
Vesting -
Participants are always fully vested in their elective payroll
contributions and shares of the Company's Common Stock purchased.
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Distributions
Dividends are reinvested in the Plan unless instructed otherwise by
the Participant. Participants may request their share certificates
six months after purchase.
Tax Status -
It is intended that the Plan shall, at all times, meet the
requirements of Section 423 of the Internal Revenue Code of 1986
and the plan administrator will, to the extent possible, interpret
the provisions of the Plan so as to carry out such intent.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
Beginning July 1st 1998 payroll deductions for the Plan began. On
December 31st 1998, approximately 23,946 shares of the Company's
Common Stock were purchased with participant contributions. No
dividends receivable were due as of this date. The Company pays
for all administrative fees for the Plan.
Estimates in the
Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
(3) RELATED PARTY TRANSACTIONS:
As of December 31, 1998, the Plan holds 23,946 shares of
the Company's Common Stock with a market value of $1,185,327. All
these shares were issued from the Company's treasury shares.
(4) PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has
the right under the Plan to terminate the Plan.
<PAGE>
Exhibit Index
Exhibit 23 Consent of Arthur Andersen LLP
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: C. R. Bard, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated March 29, 1999,
included in this Form 11-K into C. R. Bard, Inc.'s previously filed
registration statement on Form S-8, Registration No. 333-51793.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 29, 1999
