-----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, AnxHFxGOlEkPhDha0IdH7F2QQ6bNmJr9zDbu37XX8Vo0zDP73rnItvSHOqG5vDIb ptWb7mE7Ka63L+6L1AjvXA== 0000897101-03-000971.txt : 20030813 0000897101-03-000971.hdr.sgml : 20030813 20030813144151 ACCESSION NUMBER: 0000897101-03-000971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030811 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3M CO CENTRAL INDEX KEY: 0000066740 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 410417775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03285 FILM NUMBER: 03840640 BUSINESS ADDRESS: STREET 1: 3M CENTER STREET 2: BLDG. 220-11W-02 CITY: ST PAUL STATE: MN ZIP: 55144-1000 BUSINESS PHONE: 6517332204 MAIL ADDRESS: STREET 1: 3M CENTER STREET 2: BLDG. 220-11W-02 CITY: ST. PAUL STATE: MN ZIP: 55144-1000 FORMER COMPANY: FORMER CONFORMED NAME: MINNESOTA MINING & MANUFACTURING CO DATE OF NAME CHANGE: 19920703 8-K 1 mmm033489_8k.txt UNITED STATES 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: August 11, 2003 (Date of earliest event reported) 3M COMPANY (Exact name of registrant as specified in its charter) File No. 1-3285 (Commission File Number) Delaware 41-0417775 (State of incorporation) (I.R.S. Employer Identification Number) 3M Center 55144-1000 St. Paul, Minnesota (Zip Code) (Address of principal executive offices) Registrant's telephone, including area code: (651) 733-1110 ITEM 5. OTHER EVENTS. 1. On August 11, 2003, the Board of Directors of 3M Company ("Company") declared a two-for-one stock split ("Stock Split") of the issued shares of common stock having a par value of $0.01 per share ("Common Stock"). The Stock Split will be in the form of a stock dividend of one additional share for each share owned by shareholders of record and each share held in treasury as of the close of business on September 22, 2003 and will be distributed to such holders on September 29, 2003. The Board of Directors also declared a cash dividend on the pre-split shares of $0.66 per share, payable on September 12, 2003 to the holders of record of shares of Common Stock as of the close of business on August 22, 2003. 2. Pursuant to Rule 416 of the Securities Act of 1933, as amended, effective on the September 22, 2003 record date for the Stock Split, all effective registration statements of Common Stock shall be deemed to cover the additional securities resulting from the Stock Split. The following are among the registration statements covered by Rule 416: Registration Nos. 333-103234, 333-98163, 333-49830, 333-42660, 333-101751, 333-101727, 333-44692, 333-44760, 333-30691, 333-30689, 333-26957, 33-58767, and 33-49842. 3. The Company also indicated in the press release that the third quarter of 2003 earnings per share, scheduled to be announced on October 20, 2003, will be reported on a split-adjusted basis. Reflecting the Stock Split, the Company's previously announced third quarter earnings outlook of $1.56 to $1.60 per share will now be $0.78 to $0.80 per share. Accordingly, the Company's previously stated earnings expectation for full-year 2003 of $5.75 to $5.90 per share on a reported basis will now be $2.88 to $2.95 per share. Excluding special items (a), 2003 earnings expectations of $5.90 to $6.05 per share will now be $2.95 to $3.02 per share, again reflecting the Stock Split. (a) As previously announced by 3M on March 26, 2003, a court issued an adverse ruling associated with a lawsuit filed against 3M in 1997 by LePage's Inc. During the first quarter of 2003, 3M recorded pretax charges of $93 million ($58 million after-tax) related to this proceeding. 4. In addition to disclosing results that are determined in accordance with U.S. generally accepted accounting principles (GAAP), the Company also discloses non-GAAP results that exclude special items. The Company has provided reconciliations of its disclosed non-GAAP financial reporting to the most comparable GAAP reporting. The Company believes that discussion of results excluding special items provides a useful analysis of ongoing operating trends. Earnings per share and other amounts before special items are not measures recognized under U.S. generally accepted accounting principles. The determination of special items may not be comparable to similarly titled measures used by other companies. 5. A copy of the News Release issued by the Company on August 11, 2003, is attached as Exhibit (99) and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. (99) 3M News Release dated August 11, 2003. 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 thereunto duly authorized. 3M COMPANY By: /s/ Gregg M. Larson ------------------- Gregg M. Larson, Secretary Dated: August 13, 2003 EXHIBIT INDEX Description Method of Filing (99) 3M News Release dated August 11, 2003 Filed herewith electronically EX-99 3 mmm033489_ex99.txt Exhibit 99 FOR IMMEDIATE RELEASE 3M Declares Two-For-One Stock Split, Quarterly Dividend ST. PAUL, MINN. -- Aug. 11, 2003 -- 3M (NYSE MMM) today announced that its Board of Directors has declared a two-for-one split of the company's common stock. The stock split will be in the form of a stock dividend to be distributed Sept. 29, 2003 to shareholders of record at the close of business on Sept. 22, 2003. The company's Board of Directors also declared a quarterly cash dividend of 66 cents per share on a presplit basis, payable Sept. 12, 2003 to shareholders of record on Aug. 22, 2003, the 348th consecutive quarterly dividend on 3M stock. "The stock split reflects 3M's confidence in the company's ability to continue to deliver solid results despite an ongoing cautious view of global markets," said W. James McNerney, Jr., chairman of the board and chief executive officer. Prior to this action, the most recent 3M stock splits occurred in 1994, 1987 and 1972. Third-quarter earnings per share, scheduled to be announced Oct. 20, will be reported on a split-adjusted basis. Reflecting the split, the company's previously announced Q3 earnings outlook of $1.56 to $1.60 per share will now be $0.78 to $0.80 per share. Accordingly, the company's previously stated earnings expectation for full-year 2003 of $5.75 to $5.90 per share on a reported basis will now be $2.88 to $2.95 per share. Excluding special items (a), 2003 earnings expectations of $5.90 to $6.05 per share will now be $2.95 to $3.02 per share, again reflecting the split. As of June 30, the company had 391,503,430 common shares outstanding and 123,745 shareholders of record. (a) As previously announced by 3M on March 26, 2003, a court issued an adverse ruling associated with a lawsuit filed against 3M in 1997 by LePage's Inc. During the first quarter of 2003, 3M recorded pretax charges of $93 million ($58 million after-tax) related to this proceeding. FORWARD-LOOKING STATEMENTS THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT CURRENT VIEWS AND ESTIMATES OF 3M'S MANAGEMENT OF FUTURE ECONOMIC CIRCUMSTANCES, INDUSTRY CONDITIONS, COMPANY PERFORMANCE AND FINANCIAL RESULTS. THE STATEMENTS ARE BASED ON MANY ASSUMPTIONS AND FACTORS INCLUDING: (1) WORLDWIDE ECONOMIC CONDITIONS; (2) FOREIGN CURRENCY EXCHANGE RATES AND FLUCTUATIONS IN THOSE RATES; (3) THE TIMING AND ACCEPTANCE OF NEW PRODUCT OFFERINGS; (4) PURCHASED COMPONENTS AND MATERIALS, INCLUDING SHORTAGES AND INCREASES IN THE COSTS OF SUCH COMPONENTS AND MATERIALS; (5) 3M'S ABILITY TO SUCCESSFULLY MANAGE ACQUISITIONS, DIVESTITURES AND STRATEGIC ALLIANCES; AND (6) LEGAL PROCEEDINGS. ANY CHANGES IN SUCH ASSUMPTIONS OR FACTORS COULD PRODUCE SIGNIFICANTLY DIFFERENT RESULTS. ABOUT 3M -- A GLOBAL, DIVERSIFIED TECHNOLOGY COMPANY Every day, 3M people find new ways to make amazing things happen. Wherever they are, whatever they do, the company's customers know they can rely on 3M to help make their lives better. 3M's brands include icons such as Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Dyneon and O-Cel-O. Serving customers in more than 200 countries around the world, the company's 70,000 people use their expertise, technologies and global strength to lead in major markets including consumer and office; display and graphics; electronics and telecommunications; safety, security and protection services; health care; industrial and transportation. For more information, including the latest product and technology news, visit www.3M.com. Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Dyneon and O-Cel-O are trademarks of 3M Company. INVESTOR CONTACT: Matt Ginter (651) 733-8206 MEDIA CONTACT: John Cornwell (651) 733-7698 FROM: 3M Public Relations 3M Center, Building 225-1S-15 St. Paul, MN 55144-1000 (651) 733-8805 -----END PRIVACY-ENHANCED MESSAGE-----