-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADIh5ZmTnJNvzZRUmvUphKJ9iEGwEWKeav6ThtZ6xH7WueyTlCHVDFVde9PZF7SZ idBItGHudX0cAIFqFQoe6Q== 0000051396-97-000002.txt : 19970225 0000051396-97-000002.hdr.sgml : 19970225 ACCESSION NUMBER: 0000051396-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970206 ITEM INFORMATION: Other events FILED AS OF DATE: 19970206 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT GROUP INC CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00483 FILM NUMBER: 97519411 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105-1820 BUSINESS PHONE: 3148545299 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105-1820 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MINERALS & CHEMICAL CORP DATE OF NAME CHANGE: 19900614 8-K 1 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 February 6, 1997 Mallinckrodt Inc. (Exact name of registrant as specified in its charter) New York 1-483 36-1263901 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 7733 Forsyth Boulevard, St. Louis, MO 63105-1820 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, (314) 854-5200 including area code Item 5. Other Events A press release was issued February 5, 1997. The relevant portion of that release was as follows: MALLINCKRODT ANNOUNCES ROCHE WILL ACQUIRE TASTEMAKER OPERATIONS; REITERATES FOCUS ON CORE BUSINESSES, SHARE REPURCHASES ST. LOUIS, Mo., February 5, 1997 - Mallinckrodt Inc. (NYSE:MKG) announced today that it has signed an agreement to divest its 50 percent share of the Tastemaker business, a flavors joint venture with Hercules Incorporated, to Roche, based in Basel, Switzerland. Closing is anticipated within 60 to 90 days, subject to receiving necessary regulatory and other customary approvals. The transaction is expected to have a net value to Mallinckrodt of approximately $550 million, which includes an exchange of stock and debt assumption. Mallinckrodt Chairman and Chief Executive Officer C. Ray Holman said that the transaction is in line with the company's announcement last August to divest the Tastemaker flavors business and its animal health business and the desire to focus on and expand its core businesses, human healthcare and specialty chemicals. "We also want our shareholders to benefit from the value created by the partners with the Tastemaker joint venture," Holman said. "We expect, during the next 18 months, to make incremental share repurchases of up to $250 million over and above previously announced programs, depending on conditions in the open market and other strategic priorities. For Tastemaker, we are delighted that the new owner is such an excellent strategic fit," Holman said. "That business is well-positioned to realize its full potential." Mallinckrodt's financial results will be restated to reflect Tastemaker and related matters as discontinued operations, effective with the company's recently closed second quarter. The restated consolidated sales and earnings are shown on the attached tables. Mallinckrodt Inc. is an international growth company serving markets in human healthcare and chemicals. Dedicated to improving healthcare and chemistry, the company is a major producer of diagnostic imaging agents, medical devices, analgesic pharmaceuticals, catalysts, and laboratory and microelectronic chemicals. The St. Louis, Missouri-based company, with fiscal 1996 net sales of $2.2 billion, sells more than 2,000 products in more than 100 countries. Mallinckrodt employs about 10,400 people worldwide. The Mallinckrodt web site and address is . MALLINCKRODT INC. CONSOLIDATED SALES AND EARNINGS FISCAL 1997 (in millions, except per share amounts) Quarter ------------------- Year to First(1) Second Date(1) --------- ------ --------- Net sales Human healthcare $ 361.7 $ 372.4 $ 734.1 Specialty chemicals 80.5 80.6 161.1 Animal health 99.4 118.1 217.5 Intersegment sales (.2) (.2) --------- -------- --------- Consolidated $ 541.4 $ 571.1 $1,112.5 ========= ======== ========= Operating earnings (loss) Human healthcare $ 67.4$ $ 68.4 $ 135.8 Specialty chemicals 5.5 6.0 11.5 Animal health (.1) 9.6 9.5 Corporate (6.6) (7.4) (14.0) --------- -------- --------- 66.2 76.6 142.8 Interest and other nonoperating income, net 4.5 6.4 10.9 Interest expense (13.9) (11.8) (25.7) -------- ------- --------- Earnings from continuing operations before income taxes 56.8 71.2 128.0 Income tax provision 21.0 26.0 47.0 --------- ------- --------- Earnings from continuing operations 35.8 45.2 81.0 Discontinued operations (.4) (1.7) (2.1) --------- ------- --------- Net earnings 35.4 43.5 78.9 Preferred stock dividends (.1) (.1) (.2) --------- -------- --------- Available for common shareholders $ 35.3 $ 43.4 $ 78.7 ========= ======== ========= Earnings per common share Continuing operations $ .47 $ .59 $ 1.07 Discontinued operations (.02) (.03) --------- -------- --------- Net earnings $ .47 $ .57 $ 1.04 ========= ======== ========= Average common shares 75.5 75.8 75.6 See accompanying notes for additional information. MALLINCKRODT INC. CONSOLIDATED SALES AND EARNINGS (in millions, except per share amounts) Year Ended June 30 ---------------------------------------------------- 1996(3) 1995 1994(4) 1993(5) 1992(6) --------- -------- -------- ---------- --------- Net sales Human healthcare $1,422.7 $1,336.8 $1,193.2 $1,047.6 $ 854.4 Specialty chemicals 332.0 251.8 155.9 130.9 133.9 Animal health 455.8 454.9 429.5 448.6 469.6 Divested operations(2) 27.5 Intersegment sales (.3) (.3) (.7) (.3) (.1) -------- --------- --------- ---------- --------- Consolidated $2,210.2 $2,043.2 $1,777.9 $1,626.8 $1,485.3 ========= ======== ========= ========== ========= Operating earnings(loss) Human healthcare $ 309.0 $ 276.0 $ 178.1 $ 216.9 $ 166.8 Specialty chemicals 27.9 20.6 12.5 (50.2) 7.5 Animal health 34.9 28.7 1.0 (276.6) 29.8 Divested operations(2) 4.8 Corporate (41.4) (28.8) (30.2) (35.6) (30.6) Eliminations (.3) .2 .1 (.5) --------- --------- -------- ---------- -------- 330.1 296.7 161.5 (145.5) 177.8 Interest and other nonoperating income (expense), net (.3) (4.2) (.4) 2.6 15.3 Interest expense (56.2) (55.5) (40.0) (37.4) (39.9) --------- --------- -------- ---------- -------- Earnings (loss) from continuing operations before income taxes 273.6 237.0 121.1 (180.3) 153.2 Income tax provision (benefit) 101.0 88.8 44.6 (36.6) 55.9 --------- --------- -------- ---------- -------- Earnings (loss) from continuing operations 172.6 148.2 76.5 (143.7) 97.3 Discontinued operations 39.3 32.1 27.3 23.9 30.2 --------- -------- -------- ---------- -------- Earnings (loss) before cumulative effect of accounting changes 211.9 180.3 103.8 (119.8) 127.5 Cumulative effect of accounting changes (80.6) -------- --------- --------- --------- ------- Net earnings (loss) 211.9 180.3 103.8 (200.4) 127.5 Preferred stock dividends (.4) (.4) (.4) (.4) (.4) -------- --------- --------- --------- ------- Available for common shareholders $ 211.5 $ 179.9 $ 103.4 $ (200.8) $ 127.1 ======== ======== ========= ========= ======= Earnings (loss) per common share Continuing operations $ 2.26 $ 1.91 $ .98 $ (1.86) $ 1.24 Discontinued operations .51 .41 .35 .30 .39 -------- -------- ------- --------- ------- Earnings (loss) before cumulative effect of accounting changes 2.77 2.32 1.33 (1.56) 1.63 Cumulative effect of accounting changes (1.04) --------- --------- -------- --------- -------- Net earnings (loss) $ 2.77 $ 2.32 $ 1.33 $ (2.60) $ 1.63 ========= ========= ======== ========= ======== Average common shares 76.3 77.5 77.6 77.4 77.8
See accompanying notes for additional information. MALLINCKRODT INC. CONSOLIDATED SALES AND EARNINGS FISCAL 1996 (in millions, except per share amounts) Quarter ------------------------------------- First Second(3) Third Fourth Year --------- --------- ------- --------- --------- Net sales Human healthcare $ 316.1 $ 331.9 $ 374.3 $ 400.4 $1,422.7 Specialty chemicals 75.1 80.3 86.1 90.5 332.0 Animal health 101.0 116.0 112.4 126.4 455.8 Intersegment sales (.1) (.2) (.3) --------- --------- -------- --------- --------- Consolidated $ 492.1 $ 528.2 $ 572.6 $ 617.3 $2,210.2 ========= ========= ======== ========= ========= Operating earnings Human healthcare $ 62.0 $ 68.4 $ 81.6 $ 97.0 $ 309.0 Specialty chemicals 4.6 5.5 7.4 10.4 27.9 Animal health 5.0 4.2 7.6 18.1 34.9 Corporate (7.5) (7.1) (8.6) (18.2) (41.4) Eliminations (.1) (.2) (.3) --------- --------- -------- -------- --------- 64.0 70.8 88.0 107.3 330.1 Interest and other nonoperating income (expense), net (.4) (.5) (.7) 1.3 (.3) Interest expense (13.9) (14.7) (14.9) (12.7) (56.2) --------- --------- -------- -------- --------- Earnings from continuing operations before income taxes 49.7 55.6 72.4 95.9 273.6 Income tax provision 18.6 20.9 26.8 34.7 101.0 --------- --------- -------- -------- --------- Earnings from continuing operations 31.1 34.7 45.6 61.2 172.6 Discontinued operations 8.1 22.6 2.8 5.8 39.3 --------- --------- -------- -------- --------- Net earnings 39.2 57.3 48.4 67.0 211.9 Preferred stock dividends (.1) (.1) (.1) (.1) (.4) --------- --------- -------- -------- --------- Available for common shareholders $ 39.1 $ 57.2 $ 48.3 $ 66.9 $ 211.5 ========= ========= ======== ======== ========= Earnings per common share Continuing operations $ .40 $ .45 $ .60 $ .81 $ 2.26 Discontinued operations .10 .30 .04 .08 .51 --------- --------- -------- --------- --------- Net earnings $ .50 $ .75 $ .64 $ .89 $ 2.77 ========= ========= ======== ========= ========= Average common shares 77.9 76.4 75.5 75.4 76.3
Earnings per share for the four quarters of fiscal 1996 are more than full year per share results by $.01 from a decrease in common shares outstanding. See accompanying notes for additional information. MALLINCKRODT INC. CONSOLIDATED OPERATING COSTS AND EXPENSES FISCAL 1997 (in millions) Quarter ------------------- Year to First(1) Second Date --------- ------- --------- Net sales $541.4 $571.1 $1,112.5 ========= ======= ========= Operating costs and expenses: Cost of goods sold $296.3 $307.9 $604.2 Selling, administrative and general expenses 146.4 151.4 297.8 Research and development expenses 36.0 34.2 70.2 Other operating (income) expense, net (3.5) 1.0 (2.5) --------- ------- --------- Total operating costs and expenses 475.2 494.5 969.7 --------- ------- --------- Operating earnings $ 66.2 $ 76.6 $ 142.8 ========= ======= ========= See accompanying notes for additional information. MALLINCKRODT INC. CONSOLIDATED OPERATING COSTS AND EXPENSES (in millions) Year Ended June 30 ---------------------------------------------------- 1996(3) 1995 1994(4) 1993(5) 1992(6) --------- --------- --------- -------- -------- Net sales $2,210.2 $2,043.2 $1,777.9 $1,626.8 $1,485.3 ======== ========= ======== ======== ======== Operating costs and expenses: Cost of goods sold $1,192.8 $1,102.8 $ 931.9 $ 861.6 $ 785.0 Selling, administrative and general expenses 584.9 552.8 496.7 487.1 446.0 Research and development expenses 116.2 97.8 95.3 95.4 85.1 Restructuring charge 93.9 334.1 Other operating income, net (13.8) (6.9) (1.4) (5.9) (8.6) --------- --------- --------- -------- -------- Total operating costs and expenses 1,880.1 1,746.5 1,616.4 1,772.3 1,307.5 --------- --------- --------- -------- -------- Operating earnings (loss) $ 330.1 $ 296.7 $ 161.5 $(145.5) $ 177.8 ========= ========= ========= ======== ========
See accompanying notes for additional information. MALLINCKRODT INC. CONSOLIDATED OPERATING COSTS AND EXPENSES FISCAL 1996 (in millions) Quarter ----------------------------------------- First Second(3) Third Fourth Year ------- --------- -------- ------- --------- Net sales $492.1 $528.2 $572.6 $617.3 $2,210.2 ======= ========= ======== ======= ========= Operating costs and expenses: Cost of goods sold $268.3 $289.1 $311.0 $324.4 $1,192.8 Selling, administrative and general expenses 138.9 141.0 146.7 158.3 584.9 Research and development expenses 24.1 31.5 28.9 31.7 116.2 Other operating income, net (3.2) (4.2) (2.0) (4.4) (13.8) -------- --------- -------- ------- --------- Total operating costs and expenses 428.1 457.4 484.6 510.0 1,880.1 -------- --------- -------- ------- -------- Operating Earnings $ 64.0 $ 70.8 $ 88.0 $ 107.3 $ 330.1 ======== ========= ======== ======== ========
See accompanying notes for additional information. MALLINCKRODT INC. NOTES TO CONSOLIDATED SALES AND EARNINGS & OPERATING COSTS AND EXPENSES (1) Results for 1997 included a one-time research and development charge of $6.0 million, $3.8 million after taxes, or $.05 per share resulting from a strategic alliance to develop new magnetic resonance imaging technology during the first quarter. Also during the third quarter of 1997, the Company's Board of Directors approved a formal plan to divest Fries & Fries, Inc., a wholly owned subsidiary which owns a fifty percent interest in Tastemaker, the Company's flavor joint venture with Hercules, Inc. Fries & Fries, Inc.'s $510 million of short-term debt which is outstanding as of January 29, 1997 will be assumed as part of the divestiture. Results for Fries & Fries, Inc. have been accounted for as a discontinued operation, and accordingly, prior period results have been restated. (2) Divested operations relates primarily to the divested cosmetic and electronic chemicals businesses. (3) Results for 1996 included a noncash charge for write-off of purchased research and development of $3.7 million, $2.3 million after taxes, or $.03 per share, relating to the animal health acquisition of Syntro Corporation during the second quarter. Also during the second quarter of 1996, the animal feed ingredients business was sold. Results for the feed ingredients business have been accounted for as a discontinued operation, and accordingly, prior period results have been restated. Other principal factors affecting discontinued operations were an after tax gain of $35.4 million on the sale of the feed ingredients business and an after tax provision for additional environmental costs of $15.6 million. (4) Results for 1994 included restructuring charges of $93.9 million, $58.8 million after taxes, or $.76 per share. Pre-tax charges included in human healthcare and animal health were $73.9 million and $20.0 million, respectively. Results for 1994 also included favorable tax adjustments of $3.0 million, or $.04 per share, resulting from U.S. and foreign tax law changes. (5) Results for 1993 included restructuring charges of $334.1 million, $242.2 million after taxes, or $3.13 per share. Pre-tax charges included in human healthcare, specialty chemicals and animal health were $3.4 million, $47.9 million and $282.8 million, respectively. Results for 1993 also included corporate expense charges of $5.5 million, $3.4 million after taxes, or $.04 per share, from executive resignations. (6) Results for 1992 included charges of $4.8 million, $3.0 million after taxes, or $.04 per share, related to technical manufacturing control problems at a Kansas City, Kansas, animal health manufacturing facility. These charges were more than offset by gains totaling $10.7 million, $6.7 million after taxes, or $.08 per share, from sales of investments. # # # Mallinckrodt Inc. By: ROGER A. KELLER - ------------------------ Roger A. Keller Vice President, Secretary and General Counsel February 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----