8-K 1 cover.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2001 JOHNSON & JOHNSON (Exact name of registrant as specified in its charter) New Jersey 1-3215 22-1024240 (State or other Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 (Address of principal executive offices) (zip code) Registrant's telephone number including area code: (732) 524-0400 Item 5. Other Events. On August 7, 2001, Johnson & Johnson ("J&J") filed certain supplemental financial information, including the supplemental audited consolidated financial statements of J&J and subsidiaries as of December 31, 2000 and January 2, 2000 and for each of the years in the three-year period ended December 31, 2000, together with the related Management's Discussion and Analysis of Financial Condition and Results of Operations of J&J. Those supplemental financial statements gave retroactive effect to the merger with ALZA Corporation ("ALZA"), which has been accounted for as a pooling of interests. Such supplemental financial statements were filed since financial statements covering the date of consummation of the merger with ALZA had not yet been issued. As financial statements covering the date of consummation of the merger with ALZA have been issued, the previously filed supplemental consolidated financial statements have now become the historical consolidated financial statements of J&J. Incorporated by reference as Exhibit 99.15 are the audited consolidated financial statements of J&J and subsidiaries as of December 31, 2000 and January 2, 2000 and for each of the years in the three-year period ended December 31, 2000, together with the related Management's Discussion and Analysis of Financial Condition and Results of Operations of J&J. Also incorporated herein by reference is the independent accountant's report also included in Exhibit 99.15. Schedule II - Valuation and Qualifying Accounts for each of the fiscal years in the three-year period ended December 31, 2000 and the related independent accountant's report are being filed as Exhibit 99.2O and Exhibit 99.14, respectively, to this Form 8-K and are incorporated herein by reference. Also, the Statement of Computation of Ratio of Earnings to Fixed Charges is being filed as Exhibit 12 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description of Exhibit 99.15 Audited consolidated financial statements for the period ended December 31, 2000 99.2O Schedule II - Valuation and Qualifying Accounts 99.14 Report of Independent Accountants on Financial Statement Schedule 12 Statement of Computation of Ratio of Earnings to Fixed Charges 23 Consent of Independent Accountants 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 hereunto duly authorized. JOHNSON & JOHNSON Date: September 20, 2001 By: /s/ Clarence E. Lockett Clarence E. Lockett Chief Accounting Officer