-----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, MrYds79FjF2LqruQCWFtMeEibZi6ANJdM5s6NZvtqMGm/0vAc5OEfdVl8Y2GK2np bTI6ixIrbiI0SiKAzmffeQ== 0000051396-97-000034.txt : 19970522 0000051396-97-000034.hdr.sgml : 19970522 ACCESSION NUMBER: 0000051396-97-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970521 ITEM INFORMATION: Other events FILED AS OF DATE: 19970521 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: 97612296 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 May 20, 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 May 20, 1997. The relevant portion of the text of that release was as follows: MALLINCKRODT AGREES TO SELL ANIMAL HEALTH BUSINESS TO SCHERING-PLOUGH ST. LOUIS, MO, May 19, 1997 - Mallinckrodt Inc. (NYSE:MKG) announced today that it has signed an agreement to sell its animal health business to Schering-Plough Corporation for $405 million in cash. Closing for the transaction, which is subject to necessary regulatory reviews, is expected to be completed in July. Ray Holman, Mallinckrodt chairman and chief executive officer, said, "The agreement to divest the business, approved by our directors and also by Schering-Plough's board, represents a major step in aggressively pursuing our strategy to focus on our core businesses in human healthcare and specialty chemicals. Last August, we announced our desire to monetize the value of our Tastemaker flavors joint venture with Hercules Incorporated and our animal health business," Holman said, "and we are pleased with our progress." The Tastemaker divestiture was completed on March 31 and resulted in a net value to Mallinckrodt of approximately $550 million, including an exchange of stock and debt assumption. At that time, Mallinckrodt announced plans for incremental share repurchases of up to $250 million, reinforced its commitment to expand core businesses and stated that it continued to make progress in the strategy to divest the animal health business. "We are pleased that our animal health business will be in the hands of a global leader. In an industry that is undergoing aggressive consolidation, it was apparent that the potential for long-term growth could be better realized if the business was aligned with a pharmaceutical company that provides access to technology and other synergies needed to bring products to market in a timely, cost-efficient way." Schering-Plough stated, in a separate news release, that Mallinckrodt's animal health business will be integrated into Schering-Plough Animal Health (SPAH) to form the world's sixth largest animal health business. Effective with the fiscal 1997 third quarter ended March 31, Mallinckrodt has reclassified the veterinary division to discontinued operations and reported the reclassification in its Form 10-Q, which will be filed on or before May 20. Schering-Plough Corporation is a research-based company engaged in the discovery, development, manufacturing and marketing of pharmaceutical and health care products worldwide. Mallinckrodt Inc. serves healthcare and specialty chemicals markets worldwide. The company is a major producer of diagnostic imaging agents, medical devices, pain relief 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 1,000 products in more than 100 countries. The Mallinckrodt web site address is (www.mallinckrodt.com). # # # MALLINCKRODT INC. CONSOLIDATED SALES AND EARNINGS FISCAL 1997 (in millions, except per share amounts)
Quarter --------------------------------- Year to First(1) Second Third Date(1) --------- --------- --------- --------- Net sales Human healthcare $ 361.7 $ 372.4 $ 387.2 $1,121.3 Specialty chemicals 80.5 80.6 82.6 243.7 Intersegment sales (.2) .1 (.1) (.2) --------- --------- --------- --------- Consolidated $ 442.0 $ 453.1 $ 469.7 $1,364.8 ========= ========= ========= ========= Operating earnings Human healthcare $ 67.4 $ 68.4 $ 80.6 $ 216.4 Specialty chemicals 5.5 6.0 8.4 19.9 Corporate (6.6) (7.3) (5.5) (19.4) --------- --------- --------- --------- 66.3 67.1 83.5 216.9 Interest and other nonoperating income, net 4.5 6.3 4.6 15.4 Interest expense (12.7) (11.9) (11.9) (36.5) --------- --------- --------- --------- Earnings from continuing operations before income taxes 58.1 61.5 76.2 195.8 Income tax provision 21.5 22.4 26.6 70.5 --------- --------- --------- --------- Earnings from continuing operations 36.6 39.1 49.6 125.3 Discontinued operations (1.2) 4.4 (1.0) 2.2 --------- --------- --------- --------- Net earnings 35.4 43.5 48.6 127.5 Preferred stock dividends (.1) (.1) (.1) (.3) --------- --------- --------- --------- Available for common shareholders $ 35.3 $ 43.4 $ 48.5 $ 127.2 ========= ========= ========= ========= Earnings per common share Continuing operations $ .48 $ .51 $ .66 $ 1.66 Discontinued operations (.01) .06 (.01) .03 --------- --------- --------- --------- Net earnings $ .47 $ .57 $ .65 $ 1.69 ========= ========= ========= ========= Average common shares 75.5 75.8 75.2 75.4 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 Divested operations(2) 27.5 Intersegment sales (.3) (.3) (.7) (.3) (.1) --------- --------- --------- --------- --------- Consolidated $1,754.4 $1,588.3 $1,348.4 $1,178.2 $1,015.7 ========= ========= ========= ========= ========= 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 Divested operations(2) 4.8 Corporate (41.4) (28.8) (30.2) (35.6) (30.6) Eliminations (.3) .1 .1 (.5) --------- --------- --------- --------- -------- 295.2 267.9 160.5 131.1 148.0 Interest and other nonoperating income (expense), net (.2) (4.2) (.4) 2.6 15.3 Interest expense (51.3) (45.1) (34.6) (32.0) (34.8) --------- --------- --------- --------- --------- Earnings from continuing operations before income taxes 243.7 218.6 125.5 101.7 128.5 Income tax provision 90.0 81.9 46.3 41.3 46.9 --------- --------- --------- --------- -------- Earnings from continuing operations 153.7 136.7 79.2 60.4 81.6 Discontinued operations 58.2 43.6 24.6 (180.2) 45.9 --------- --------- --------- --------- --------- 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 per common share Continuing operations $ 2.01 $ 1.76 $ 1.01 $ .77 $ 1.04 Discontinued operations .76 .56 .32 (2.33) .59 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 Intersegment sales (.1) (.1) (.1) (.3) -------- --------- -------- -------- --------- Consolidated $ 391.1 $ 412.2 $ 460.3 $ 490.8 $1,754.4 ======== ========= ======== ======== ========= 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 Corporate (7.5) (7.1) (8.6) (18.2) (41.4) Eliminations (.1) (.2) (.3) -------- --------- -------- -------- --------- 59.0 66.6 80.4 89.2 295.2 Interest and other nonoperating income (expense), net (.4) (.5) (.7) 1.4 (.2) Interest expense (10.6) (12.9) (15.6) (12.2) (51.3) -------- --------- -------- -------- --------- Earnings from continuing operations before income taxes 48.0 53.2 64.1 78.4 243.7 Income tax provision 18.0 20.0 23.7 28.3 90.0 -------- --------- -------- -------- --------- Earnings from continuing operations 30.0 33.2 40.4 50.1 153.7 Discontinued operations 9.2 24.1 8.0 16.9 58.2 -------- --------- -------- -------- --------- 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 $ .38 $ .43 $ .53 $ .66 $ 2.01 Discontinued operations .12 .32 .11 .23 .76 -------- --------- -------- -------- -------- Net earnings $ .50 $ .75 $ .64 $ .89 $ 2.77 ======== ========= ======== ======== ======== Average common shares 77.9 76.4 75.5 75.4 76.3 Net 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 Third Date --------- --------- --------- ---------- Net sales $ 442.0 $ 453.1 $ 469.7 $1,364.8 ========= ========= ========= ========== Operating costs and expenses: Cost of goods sold $ 242.0 $ 248.8 $ 257.9 $ 748.7 Selling, administrative and general expenses 105.8 109.0 104.9 319.7 Research and development expenses 28.8 27.1 26.8 82.7 Other operating (income) expense, net (.9) 1.1 (3.4) (3.2) -------- -------- -------- --------- Total operating costs and expenses 375.7 386.0 386.2 1,147.9 -------- -------- -------- --------- Operating earnings $ 66.3 $ 67.1 $ 83.5 $ 216.9 ======== ======== ======== ========= 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 $1,754.4 $1,588.3 $1,348.4 $1,178.2 $1,015.7 ======== ======== ======== ======== ======== Operating costs and expenses: Cost of goods sold $ 956.8 $ 864.8 $ 708.4 $ 623.6 $ 549.6 Selling, administrative and general expenses 420.8 378.0 335.9 316.1 278.0 Research and development expenses 86.1 77.7 72.6 64.7 50.1 Restructuring charge 73.9 51.3 Other operating income, net (4.5) (.1) (2.9) (8.6) (10.0) -------- --------- --------- --------- ------- Total operating costs and expenses 1,459.2 1,320.4 1,187.9 1,047.1 867.7 -------- --------- --------- --------- ------- Operating earnings $ 295.2 $ 267.9 $ 160.5 $ 131.1 $ 148.0 ========= ========= ======== ========= ======= 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 $391.1 $412.2 $460.3 $490.8 $1,754.4 ======= ======= ======= ====== ======== Operating costs and expenses: Cost of goods sold $215.7 $226.2 $253.0 $261.9 $ 956.8 Selling, administrative and general expenses 99.4 99.9 106.5 115.0 420.8 Research and development expenses 18.3 21.0 22.0 24.8 86.1 Other operating income, net (1.3) (1.5) (1.6) (.1) (4.5) ------- ------- -------- ------- --------- Total operating cost and expenses 332.1 345.6 379.9 401.6 1,459.2 ------- -------- ------- ------- --------- Operating earnings $ 59.0 $ 66.6 $ 80.4 $ 89.2 $ 295.2 ======= ======== ======= ======= ========= See accompanying notes for additional information.
MALLINCKRODT INC. NOTES TO CONSOLIDATED SALES AND EARNINGS & OPERATING COSTS AND EXPENSES (1) Earnings from continuing operations for 1997 included a first quarter 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. On March 31, 1997, the Company disposed of Fries & Fries, Inc. a wholly owned subsidiary which owned the Company's 50% interest in Tastemaker, which was the flavor joint venture with Hercules Inc. The Company recorded a net after tax gain of $270.6 million on the disposal which was included in discontinued operations. In addition, on May 15, 1997, the Company's Board of Directors approved a formal plan to divest the animal health segment. The Company included an estimated after tax loss on disposal of $275.3 million in discontinued operations for the third quarter. Prior period results of Fries & Fries, Inc. and animal health have been reclassified to discontinued operations. (2) Divested operations relates primarily to the divested cosmetic and electronic chemicals businesses. (3) 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 discontinued operations related to 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 discontinued operations related to 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 gains totaling $10.7 million, $6.7 million after taxes, or $.08 per share, from sales of investments. # # # Mallinckrodt Inc. ROGER A. KELLER Vice President, Secretary and General Counsel DATE: May 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----