-----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, HCqdY5TcO6TTfsNJNVxbeGY47xjxvoCUUu+Gp99o+QEZYpVP677kIlrknVjg6nok DlRtbOMdpuYR4C+cUE9b7w== 0000950131-01-000068.txt : 20010122 0000950131-01-000068.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950131-01-000068 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20010105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT INC /MO 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: 11-K SEC ACT: SEC FILE NUMBER: 033-47081 FILM NUMBER: 1502311 BUSINESS ADDRESS: STREET 1: 675 MCDONNELL BLVD STREET 2: PO BOX 5840 CITY: ST LOUIS STATE: MO ZIP: 63134 BUSINESS PHONE: 3146542000 MAIL ADDRESS: STREET 1: 675 MCDONNELL BLVD CITY: ST LOUIS STATE: MO ZIP: 63134 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT INC /MO DATE OF NAME CHANGE: 19970625 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT GROUP INC DATE OF NAME CHANGE: 19940322 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 11-K 1 0001.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended June 30, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-483 Title of the Plan - INVESTMENT PLAN FOR EMPLOYEES OF MALLINCKRODT INC. Name and Address of the Issuer of the Securities Held Pursuant to the Plan - Mallinckrodt Inc. 675 McDonnell Boulevard St. Louis, Missouri 63134 Investment Plan for Employees of Mallinckrodt Inc. Financial Statements and Supplemental Schedules Years ended June 30, 2000 and 1999 with Independent Auditors' Report Investment Plan for Employees of Mallinckrodt Inc. Financial Statements and Supplemental Schedules Years ended June 30, 2000 and 1999 Contents Independent Auditors' Report................................ 2 Financial Statements Statements of Net Assets Available for Benefits............. 3 Statements of Changes in Net Assets Available for Benefits.. 4 Notes to Financial Statements............................... 5-12 Supplemental Schedules Schedule of Assets Held for Investment Purposes............. 14 Schedule of Reportable Transactions......................... 15
Independent Auditors' Report Plan Administrator Investment Plan for Employees of Mallinckrodt Inc. We have audited the accompanying statements of net assets available for benefits of the Investment Plan for Employees of Mallinckrodt Inc. as of June 30, 2000 and 1999 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at June 30, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of June 30, 2000 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Stone Carlie & Company L.L.C. St. Louis, Missouri December 8, 2000 Investment Plan for Employees of Mallinckrodt Inc. Statement of Net Assets Available for Benefits
June 30, ---------------------------------- 2000 1999 -------------- ---------------- Investments at fair value: Participant directed $390,860,690 $255,998,739 Non-participant directed 54,895,953 38,632,732 -------------- ---------------- Total investments 445,756,643 294,631,471 -------------- ---------------- Receivables: Employer contributions 10,952,930 6,362,407 Participant contributions 921,754 689,031 -------------- ---------------- Total receivables 11,874,684 7,051,438 -------------- ---------------- Net assets available for benefits $457,631,327 $301,682,909 ============== ================
See notes to financial statements. Page 3 Investment Plan for Employees of Mallinckrodt Inc. Statement of Changes in Net Assets Available for Benefits
Years Ended June 30, ---------------------------------------- 2000 1999 ------------------- ------------------- Additions Investment income: Interest and dividend income $ 17,456,322 $ 8,212,843 Realized and unrealized gains, net 32,312,292 29,823,915 ---------------- -------------------- Net investment income 49,768,614 38,036,758 ---------------- -------------------- Contributions: Employer cash 2,946,564 2,037,227 Employer common stock 10,842,673 6,277,600 Participant 25,847,729 16,927,305 ---------------- -------------------- Total contributions 39,636,966 25,242,132 ---------------- -------------------- Transfers from other plans 125,644,563 - ---------------- -------------------- Total additions 215,050,143 63,278,890 ---------------- -------------------- Deductions Cash and stock distributed to participants (56,911,359) (32,734,614) Transfers to other plans (2,190,366) (1,788,228) ---------------- -------------------- Total deductions (59,101,725) (34,522,842) ---------------- -------------------- Net increase 155,948,418 28,756,048 Net assets available for benefits at beginning of year 301,682,909 272,926,861 ---------------- -------------------- Net assets available for benefits at end of year $ 457,631,327 $ 301,682,909 ================ =================
Page 4 See notes to financial statements. Investment Plan for Employees of Mallinckrodt Inc. Notes to Financial Statements June 30, 2000 and 1999 1. Description of the Plan General This plan description is provided for general information purposes only. Participants should refer to the September 1997 plan summary, which is part of the prospectus for the Investment Plan for Employees of Mallinckrodt Inc. (the Plan), for a more complete description of the provisions of the Plan. The Plan was established effective July 1, 1970 and has been amended from time to time to incorporate certain changes in plan features and other legislatively required changes. All nonunion employees of Mallinckrodt Inc. (Mallinckrodt or the Company) and certain wholly owned subsidiaries and certain union employees employed in the U.S. or on a U.S. payroll are eligible to participate in the Plan. Plan Mergers Effective July 1, 1999, the Nellcor Puritan Bennett Voluntary Investment Plus Plan and the Mallinckrodt 401(k) Profit Sharing Plan for the Hobart Facility were merged into the Plan and net assets of $123,077,429 and $2,567,134, respectively, were merged in the Plan's assets. Participation and Vesting Eligible employees may join the Plan immediately upon being hired. Participants are fully vested in all participant and employer contributions and the earnings thereon. Participants' Accounts Separate accounts are maintained for each participant. Participant account balances are adjusted daily for contributions, distributions, loans, income, gains, and losses. Contributions Participants generally can contribute up to 15 percent of their base salaries on a pre-tax, after-tax, or combined basis. The Company makes matching contributions equal to 20 percent of a participant's eligible contributions. Eligible contributions are limited to 6 percent of a participant's base monthly salary. The Company may make additional discretionary contributions ("Supermatch") each year as determined by its Board of Directors. Supermatch contributions are made in or invested in Mallinckrodt Inc. common stock. Supermatch contributions may not be withdrawn, borrowed, or transferred from Company stock into another investment fund except to the extent that the value of these contributions credited to the participant's account after June 30, 1997 plus investment return thereon exceeds 15 percent of the total value of the participant's accounts. Page 5 Investment Plan for Employees of Mallinckrodt Inc. 1. Description of the Plan (continued) Contributions (continued) Total employer contributions (including Supermatch) were equal to 96 percent and 84 percent of participants' eligible contributions for the years ended June 30, 2000 and 1999, respectively. Contributions to the Plan, including employee and employer contributions, are subject to various limitations imposed by the Internal Revenue Code. Fund Asset Valuation Participants' equity in each investment fund is valued in dollars each business day (valuation date). As of each valuation date, the market value of the assets in each of the investment funds is determined, and the increase or decrease of each fund is allocated to each participant's account invested in that fund, based on the participant's proportionate interest (units or shares) in such fund as of the previous valuation date. Investments Participants direct investment of their contributions as well as employer contributions among the following funds: . State Street International Index Fund - This fund invests in equity securities of companies located outside North and South America and is structured to match returns of the Morgan Stanley Capital International Europe, Australia, Far East (EAFE) Index. . AMEX Trust Equity Index Fund II - This fund invests in equity securities of companies with sector and industry weighting similar to the Standard and Poor's 500. . State Street Bond Market Fund - This fund invests primarily in investment grade corporate, governmental and mortgage-backed bonds with the objective of producing current income. . AMEX Trust Money Market Fund II - This fund invests in high quality commercial paper, bankers acceptance obligations, certificates of deposit, and United States Treasury Bills with the object of providing high liquidity, capital preservation, and generating moderate levels of current income. . PBHG Growth Fund - This mutual fund invests primarily in equity securities of medium size domestic companies with the objective of long-term capital growth. Page 6 Investment Plan for Employees of Mallinckrodt Inc. 1. Description of the Plan (continued) Investments (continued) . Fidelity Low-Price Stock Fund - This mutual fund invests primarily in equity securities of medium size domestic companies with the objective of long-term capital growth. . IDS New Dimensions Fund - This mutual fund invests primarily in equity securities of medium to large companies with the objective of long-term capital growth. . Dodge & Cox Fund - This mutual fund invests principally in the common stock of large companies with the objective of long-term capital growth. . Mallinckrodt Stock Fund - This fund is invested in Mallinckrodt Inc. common stock. . Lifestyle Funds (Aggressive, Moderate, and Conservative) - These funds invest among the other fund options of the Plan in order to maintain an overall investment asset allocation commensurate with either an aggressive, moderate or conservative risk profile. Investments in the component funds are periodically rebalanced in order to maintain the desired risk profile amid market fluctuations. . Stable Value Fund - This fund invests in Guaranteed Investment Contracts issued by insurance companies and in the American Express Income Fund II. The investment objective is to preserve principal and provide current income. Withdrawals Participants may withdraw their balances in the Plan upon retirement, termination of employment, or becoming disabled as defined by the Plan. Upon termination of employment with Mallinckrodt or its affiliates, plan participants generally may elect to receive a full or partial distribution, or may elect to maintain their balances in the Plan. Active participants can make hardship withdrawals of employee contributions in certain circumstances and can make withdrawals of employer contributions on a hardship or non-hardship basis. All such withdrawals are subject to various restrictions, including Supermatch restrictions, and may be subject to income tax penalties. Page 7 Investment Plan for Employees of Mallinckrodt Inc. 1. Description of the Plan (continued) Loans to Participants Participants may obtain loans from their plan accounts subject to certain terms, as defined by the Plan. General purpose loans are made for periods of one to five years and residential loans are made for periods of one to ten years. The interest rate charged is the prime rate quoted in The Wall Street Journal on the first business day of the month in which the loan is approved. Principal and interest payments are made by payroll deductions or in lump-sum repayments and are invested in the same manner as current contributions. Plan Expenses All expenses incurred in connection with acquisition or disposition of securities and the operation of the investment funds, as well as the mutual funds offered under the Plan, are charged directly against those funds and their investment returns. All other administrative expenses of the Plan, such as recordkeeping and disbursing expenses, trustee fees, counsel and accountant expenses, and communication charges incurred by the Company for plan operations, are charged to and paid by the Plan and allocated against participants' accounts. The maximum administration charge against participant accounts is limited to $60 per participant per plan year. In addition, specific transaction charges, such as loan fees directed by participants, are charged to participant accounts. 2. Summary of Significant Accounting Policies Basis of Accounting Plan accounting records are maintained on the accrual basis. Investments Investments in mutual funds are valued at quoted market prices. Investments in the other funds except for the Stable Value Fund are valued at the quoted market prices of the underlying securities. Investments in the Stable Value Fund include insurance contracts valued at contract value, which approximates market value. Investment in the Stable Value Fund At June 30, 2000 and 1999, the Stable Value Fund includes investments in the American Express Trust Income Fund II and a guaranteed interest contract with Transamerica Occidental Life Insurance Company (Transamerica). The contract with Transamerica, dated November 2, 1989, provides guaranteed rates of interest to be set annually on all new monies invested over the contract term. The rate for each of the contract years beginning January 1, 2000 and 1999 is 6.85 percent and 6.5 percent, respectively, net of investment management fees. Page 8 Investment Plan for Employees of Mallinckrodt Inc. 2. Summary of Significant Accounting Policies (continued) Investment in the Stable Value Fund (continued) Because of limitations contained within insurance contracts held in the Stable Value Fund, the plan administrator may be required to limit transfers from that fund to minimize adverse market value adjustments. Also, the Stable Value Fund prohibits direct transfers to the AMEX Trust Money Market Fund II. Transfers from the Stable Value Fund to the AMEX Trust Money Market Fund II must be directed through another fund for 90 days before final transfer to the AMEX Trust Money Market Fund II. Security Transactions Purchases and sales of securities are accounted for on the trade date (date the order to buy or sell is executed). Dividend income is recorded on the ex- dividend date. Income from other investments is recorded as earned on an accrual basis. Plan Termination Although Mallinckrodt has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event the Plan terminates, participants will be entitled to receive a complete distribution of the balances held in their respective plan accounts. Because all plan assets are allocated to plan participants and a participant's benefit under the Plan equals the value of the participant's account balance, the Plan is not subject to the insurance provisions of the Pension Benefit Guarantee Corporation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts within the financial statements, as well as amounts disclosed in the notes. While the Company uses its best estimates and judgments, actual results could differ from those estimates. Page 9 3. Investments The following presents investments of the Plan, including investments that represent 5 percent or more of the Plan's net assets.
Year Ended June 30, --------------------------------------- 2000 1999 ---------------- -------------- Participant directed investments: State Street International Index Fund (shares - 366,500 and 313,363, respectively) $ 5,533,055 $ 4,064,949 American Express Trust Equity Index Fund II (shares - 2,947,193 and 2,647,111, 116,979,994 98,390,451 respectively) State Street Bond Fund (shares - 365,630 and 299,984, respectively) 4,574,037 3,612,109 American Express Trust Money Market Fund II (shares - 18,148,277 and 3,656,970, respectively) 18,148,277 3,656,970 PBHG Growth Fund (shares - 774,268 and 301,037, respectively) 41,609,167 8,230,371 Fidelity Low-Price Stock Fund (shares - 412,740 and 348,119, respectively) 9,847,982 8,542,853 IDS New Dimensions Fund (Y) (shares - 1,307,409 and 531,681, respectively) 48,204,165 17,216,895 Dodge & Cox Stock Fund (shares - 276,252 and 115,276, respectively) 25,649,984 12,489,017 AMEX Aggressive Fund (units - 1,034,134 and 843,651, respectively) 18,186,276 11,714,938 AMEX Moderate Fund (units - 1,408,074 and 448,252, respectively) 23,535,822 5,940,232 AMEX Conservative Fund (units - 195,054 and 219,910, respectively) 2,670,873 2,880,382 Stable Value Fund (units - 5,127,089 and 6,072,561, respectively) 62,729,929 69,858,742 Loans to participants 13,191,129 9,400,830 -------------- -------------- Total participant directed investments 390,860,690 255,998,739 -------------- -------------- Nonparticipant directed investments: Mallinckrodt Stock Fund (units - 5,668,142 and 4,657,352, respectively) 54,895,953 38,632,732 -------------- -------------- Total investments $ 445,756,643 $ 294,631,471 ============== ==============
Page 10 4. Nonparticipant Directed Investments The changes in net assets relating to the Mallinckrodt Stock Fund, a nonparticipant directed investment, are as follows:
Year Ended June 30, ------------------------------------ 2000 1999 ------------ ------------ Investment Income Interest and dividend income $ 950,157 $ 512,016 Realized and unrealized gains, net 8,843,051 8,435,531 ------------ ------------ Net investment income 9,793,208 8,947,547 ------------ ------------ Contributions Employer cash 135,022 153,461 Employer common stock 10,842,557 6,277,600 Employee 1,634,546 1,554,858 ------------ ------------ Total contributions 12,612,125 7,985,919 ------------ ------------ Cash and stock distributed to participants (3,356,178) (3,281,200) Net transfers from (to) participant directed investments 1,779,360 (2,243,253) ------------ ------------ (1,576,818) (5,524,453) ------------ ------------ Net increase 20,828,515 11,409,013 Nonparticipant directed investments including contributions receivable at beginning of year 44,953,958 33,544,945 ------------ ------------ Nonparticipant directed investments including contributions receivable at end of year 65,782,473 44,953,958 Less contributions receivable directed to nonparticipant directed investments (10,886,520) (6,321,226) ------------ ------------ Nonparticipant directed investments at end of year $ 54,895,953 $ 38,632,732 ============ ============
5. Federal Income Tax Status On September 26, 1995, the Internal Revenue Service advised that the Plan, as amended, qualifies under Section 401(a) of the Internal Revenue Code (IRC) and that the Investment Trust for Employees of Mallinckrodt Inc., as amended, established thereunder is exempt from federal income taxation under Section 501(a). Once qualified, the Plan is required to operate in conformity with the IRC in order to maintain its qualification. The plan administrator and Mallinckrodt's legal counsel are not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. Page 11 6. Transactions With Parties-in-Interest The only transactions with parties-in-interest were purchases and sales of assets through AMEX. AMEX's fees are based on customary and reasonable rates for such services and are paid by the Plan. 7. Transfers To Other Plans The account balances of participants employed by certain divisions or subsidiaries divested by the Company were transferred directly to the 401(k) plans of the acquiring corporations. Such transfers to other plans were $2,190,366 and $1,788,228 for the years ended June 30, 2000 and 1999, respectively. 8. Subsequent Event Effective October 17, 2000, Mallinckrodt Inc. was acquired by a subsidiary of Tyco International Ltd. As a result of this acquisition, the Plan's investment in shares of Mallinckrodt Inc. common stock was converted into shares of Tyco International Ltd. common stock. Page 12 Investment Plan for Employees of Mallinckrodt Inc. Supplemental Schedules Page 13 Investment Plan for Employees of Mallinckrodt Inc. Schedule of Assets Held for Investment Purposes June 30, 2000
Identity of Issuer, Fair or Party Involved Description Cost Value - ----------------------------------------------------- ----------------------- ------------- -------------------- American Express Trust Money Market Fund II 18,148,277 shares $18,148,277 $18,148,277 American Express Trust Equity Index Fund II 2,947,193 shares 85,439,132 116,979,994 State Street Daily Bond Fund Series C 365,630 shares 4,420,473 4,574,037 State Street International Index Fund 366,500 shares 4,430,989 5,533,055 Dodge & Cox Stock Fund 276,252 shares 29,133,520 25,649,984 Fidelity Low-Price Stock Fund 412,740 shares 9,521,917 9,847,982 IDS New Dimensions Fund (Y) 1,307,409 shares 43,013,751 48,204,165 Mallinckrodt Stock Fund 5,668,142 units 38,430,001 54,895,953 Stable Value Fund 5,127,089 units 55,731,453 62,729,929 AMEX Conservative Fund 195,054 units 2,405,014 2,670,873 AMEX Moderate Fund 1,408,074 units 18,276,455 23,535,822 AMEX Aggressive Fund 1,034,134 units 12,999,061 18,186,276 PBHG Growth Fund 774,268 shares 36,979,044 41,609,167 Participant Loans Interest from 6.0% to 10.5% due through 2010 - 13,191,129
See independent auditors' report. Page 14 Investment Plan for Employees of Mallinckrodt Inc. Schedule of Reportable Transactions Year Ended June 30, 2000 Category (iii) Series of Transactions in Excess of 5% of the Current Value of Plan Assets at the Beginning of the Year
Selling/ Current Value Description Number of Purchase Maturity on Transaction Net Identity of Party Involved of Asset Transactions Price Price Cost of Asset Date Gain (Loss) - ---------------------------- ------------- -------------- ---------- ---------- ------------- --------------- ------------ Mallinckrodt Inc. Stock 110 purchases $17,994,648 $17,994,647 $17,994,647 147 sales $11,216,934 15,646,023 11,216,934 ($4,429,089)
See independent auditors' report. Page 15 Signature Page The Plan - Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned, the persons who administer the Employee Benefit Plan and who are duly authorized, have caused this annual report to be signed. Investment Plan for Employees of Mallinckrodt Inc. Employee Benefits Committee
Signature Title Date - ---------------------------------------------------------------------------------------- DAVID R. KUPFERER January 4, 2001 - ------------------------------- David R. Kupferer Vice President, Human Resources JOHN J. RIORDAN January 4, 2001 - ------------------------------- John J. Riordan Vice President, Employee Benefits
EX-23 2 0002.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-85789) pertaining to the Investment Plan for Employees of Mallinckrodt Inc. and in the related Prospectus of our report dated December 8, 2000, with respect to the financial statements and schedules of the Investment Plan for Employees of Mallinckrodt Inc. included in this Annual Report (Form 11-K) for the year ended June 30, 2000. /s/ Stone Carlie & Company L.L.C. St. Louis, Missouri January 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----