-----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, B/RqJrc9G/zhnw+kpK6ZnQApRVMnqAnacN+ZFXVL9V9j9jJsgJb8pAseEEhsM97U EnBmQsv3qSdrYGG1jK4Xww== 0000950137-98-000318.txt : 19980205 0000950137-98-000318.hdr.sgml : 19980205 ACCESSION NUMBER: 0000950137-98-000318 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980204 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-19725 FILM NUMBER: 98520806 BUSINESS ADDRESS: STREET 1: 117 WATER ST CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 117 WATER STREET CITY: ALLEGAN STATE: MI ZIP: 49010 10-Q 1 FORM 10-Q DATED DECEMBER 31, 1997 1 ================================================================================ UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ COMMISSION FILE NUMBER 0-19725 PERRIGO COMPANY ---------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN 38-2799573 - ------------------------------- ------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 117 WATER STREET ALLEGAN, MICHIGAN 49010 ----------------------- ---------------- (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES) (616) 673-8451 -------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE -------------------------------------------------- (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. OUTSTANDING AT CLASS OF COMMON STOCK JANUARY 16, 1998 - --------------------- ----------------- WITHOUT PAR 74,630,856 SHARES ================================================================================ 2 PERRIGO COMPANY FORM 10-Q INDEX
PAGE PART I. FINANCIAL INFORMATION NUMBER - ------------------------------ ------ Item 1. Financial Statements (Unaudited) Condensed consolidated statements of income--Three months and six months ended December 31, 1997 and 1996 3 Condensed consolidated balance sheets--December 31, 1997 and June 30, 1997 4 Condensed consolidated statements of cash flows-- Six months ended December 31, 1997 and 1996 5 Notes to condensed consolidated financial statements-- December 31, 1997 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION - -------------------------- Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 16 - ----------
-2- 3 PERRIGO COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 1997 1996 1997 1996 ---- ---- ---- ---- Net sales $240,738 $221,665 $464,511 $433,839 Cost of sales 174,447 159,017 338,754 315,897 -------- -------- -------- -------- Gross profit 66,291 62,648 125,757 117,942 -------- -------- -------- -------- Operating expenses Distribution 7,824 7,091 15,491 14,131 Research and development 2,999 3,671 5,941 6,939 Selling and administrative 29,804 26,998 55,493 51,645 Restructuring and redesign 119 1,373 483 2,362 Unusual litigation 2,053 1,516 3,735 3,296 -------- -------- -------- -------- 42,799 40,649 81,143 78,373 -------- -------- -------- -------- Operating income 23,492 21,999 44,614 39,569 Interest and other expense 737 388 1,064 1,071 -------- -------- -------- -------- Income before income taxes 22,755 21,611 43,550 38,498 Income taxes 8,310 7,920 15,900 14,090 -------- -------- -------- -------- Net income $ 14,445 $ 13,691 $ 27,650 $ 24,408 ======== ======== ======== ======== Basic earnings per share $ 0.19 $ 0.18 $ 0.37 $ 0.32 ======== ======== ======== ======== Diluted earnings per share $ 0.19 $ 0.18 $ 0.36 $ 0.32 ======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements. -3- 4 PERRIGO COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
December 31, June 30, 1997 1997 ----------- --------- ASSETS (Unaudited) Current assets Cash and cash equivalents $ 2,185 $ 14,356 Accounts receivable, net of allowances of $3,382 and $3,026, respectively 119,047 93,367 Inventories 182,730 161,473 Prepaid expenses and other current assets 16,254 13,182 ----------- --------- Total current assets 320,216 282,378 Property and equipment 401,633 358,913 Less accumulated depreciation 140,190 123,053 ----------- --------- 261,443 235,860 Goodwill, net of accumulated amortization of $13,663 and $12,467, respectively 48,870 40,834 Other 10,688 9,305 ----------- --------- $ 641,217 $568,377 =========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 73,997 $ 63,846 Payrolls and related taxes 13,691 17,219 Accrued expenses 34,025 29,932 Income taxes 3,419 1,450 Current installments on long-term debt 3,062 300 ----------- --------- Total current liabilities 128,194 112,747 Deferred income taxes 30,599 28,215 Long-term debt, less current installments 58,282 1,540 Minority interest 113 - Shareholders' equity Preferred stock, without par value, 10,000 shares authorized, none issued - - Common stock, without par value, 200,000 shares authorized, 74,628 and 76,516 issued, respectively 116,382 145,779 Cumulative translation adjustment (99) - Retained earnings 307,746 280,096 ----------- --------- Total shareholders' equity 424,029 425,875 ----------- --------- $ 641,217 $568,377 =========== =========
See accompanying notes to condensed consolidated financial statements. -4- 5 PERRIGO COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SIX MONTHS ENDED DECEMBER 31, 1997 1996 ---- ---- Cash Flows From (For) Operating Activities: Net income $ 27,650 $ 24,408 Depreciation and amortization 14,835 14,449 -------- -------- 42,485 38,857 Accounts receivable (22,190) (15,608) Inventories (18,828) (7,203) Accounts payable 6,970 19,035 Other 3,425 9,466 -------- -------- Net cash from operating activities, net of amounts acquired from business acquisitions 11,862 44,547 -------- -------- Cash Flows For Investing Activities: Additions to property and equipment (32,986) (7,002) Business acquisitions, net of cash acquired (15,827) - Other (930) (268) -------- -------- Net cash for investing activities (49,743) (7,270) -------- -------- Cash Flows From (For) Financing Activities: Borrowings of long-term debt 55,107 - Repayments of long-term debt - (37,300) Issuance of common stock 478 175 Repurchase of common stock (29,875) - -------- -------- Net cash from (for) financing activities 25,710 (37,125) -------- -------- Net (Decrease) Increase in Cash (12,171) 152 Cash and Cash Equivalents, at Beginning of Period 14,356 176 -------- -------- Cash and Cash Equivalents, at End of Period $ 2,185 $ 328 ======== ======== Supplemental Disclosures of Cash Flow Information: Interest paid $ 882 $ 1,241 Income taxes paid $ 14,392 $ 12,071
See accompanying notes to condensed consolidated financial statements. -5- 6 PERRIGO COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE A - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended December 31, 1997 are not necessarily indicative of the results that may be expected for the year ending June 30, 1998. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 1997. Foreign currency-denominated assets and liabilities are translated into U.S. dollars at the exchange rates existing at the balance sheet date. Income and expense items are translated at the average exchange rates during the respective periods. Translation adjustments resulting from fluctuations in the exchange rates are recorded as a component of shareholders' equity. Gains and losses resulting from exchange rate fluctuations on transactions denominated in currencies other than the functional currency are not material. NOTE B - INVENTORIES The components of inventory consist of the following:
December 31, June 30, 1997 1997 ---- ---- (in thousands) Finished goods $86,396 $77,953 Work in process 60,638 53,291 Raw materials 35,696 30,229 -------- -------- $182,730 $161,473 ======== ========
NOTE C - RESTRUCTURING COSTS For the six months ended December 31, 1997, the condensed consolidated statement of income includes $483 of restructuring costs expensed as incurred related primarily to business process redesign. In addition, $135 of costs were paid, primarily related to severance and employee benefit costs that had been accrued in a previous period. As of December 31, 1997, $684 remains in accrued liabilities. -6- 7 NOTE D - COMMITMENTS AND CONTINGENCIES For the six months ended December 31, 1997, the condensed consolidated statement of income includes $3,735 of unusual litigation costs related to a purported class action and other legal matters as described in the Company's annual report on Form 10-K for the year ended June 30, 1997. The Company believes the actions and claims are without merit or are covered by insurance and continues to vigorously defend against these actions. NOTE E - EARNINGS PER SHARE In February, 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128, "Earnings Per Share." The Statement simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. The Statement requires the presentation of both "basic" and "diluted" EPS on the face of the income statement with a supplementary reconciliation of the numerators and denominators used in the calculations. The Statement is effective for financial statements issued for periods after December 15, 1997, including interim periods. A reconciliation of the numerators and denominators used in the "basic" and "diluted" EPS calculations follows:
3 months ended 6 months ended December 31, December 31, Numerator: 1997 1996 1997 1996 ------- ------- ------- ------- Net income used for both "basic" and "diluted" EPS calculation $14,445 $13,691 $27,650 $24,408 ======= ======= ======= ======= Denominator: Weighted average shares outstanding for the period - used for "basic" EPS calculation 75,573 76,526 75,333 76,481 Weighted average options outstanding for the period 1,205 689 1,181 719 ------- ------- ------- ------- Weighted average shares outstanding for the period - used for "diluted" EPS calculation 76,778 77,215 76,514 77,200 ======= ======= ======= =======
Earnings per share for the three month and six month periods ended December 31, 1996 have been restated to conform to SFAS No. 128. NOTE F - NEW ACCOUNTING STANDARDS In June, 1997, the FASB issued two new disclosure standards, as follows: SFAS No. 130, "Reporting Comprehensive Income," establishes standards for reporting and display of comprehensive income, its components and accumulated balances. -7- 8 Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distribution to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise," establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Both of these new standards are effective for financial statements for fiscal years beginning after December 15, 1997 and require comparative information for earlier years to be restated. The implementation of these new standards will not affect results of operations and financial position, but may have an impact on future financial statement disclosures. -8- 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE AND SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 (DOLLARS IN THOUSANDS) RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 - --------------------------------------------- The Company's net sales increased by $19,073 or 8.6% to $240,738 for the second quarter of fiscal year 1998, from $221,665 during the same period in fiscal year 1997. The increase was primarily due to new product sales and increases in unit sales to existing customers of analgesics, vitamins, nutritional drinks and hair care products. New products included an analgesic comparable to the brand Aleve(R) and "super vitamins" that contain more vitamins and minerals than the comparable national brands. Gross profit increased $3,643 or 5.8% for the second quarter of fiscal year 1998 compared to the same period in fiscal year 1997. The gross profit percentage for the second quarter of fiscal year 1998 was 27.5% compared to 28.3% for the same period in fiscal year 1997. The decrease in gross profit percentage was primarily due to increases in sales of lower margin personal care and vitamin products, competitive pricing pressures and outsourcing costs incurred to meet customer needs. Operating expenses increased $2,150 or 5.3% for the second quarter of fiscal year 1998 compared to the same period in fiscal year 1997. Operating expenses as a percentage of net sales were 17.8% for the second quarter of fiscal year 1998 compared to 18.3% for the second quarter of fiscal year 1997. Operating expenses consist of distribution, research and development, selling and administration, restructuring and redesign and unusual litigation costs. Excluding restructuring and redesign and unusual litigation costs, operating expenses were 16.9% of net sales for the second quarter of fiscal year 1998 compared to 17.0% of net sales for the same period in fiscal year 1997. Distribution expenses increased $733 or 10.3% from the second quarter of fiscal year 1997 primarily due to increased shipment volume and higher warehouse costs incurred in support of customers' delivery requirements. Distribution expense as a percentage of net sales was 3.3% for the second quarter of fiscal year 1998, compared to 3.2% for the second quarter of fiscal year 1997. Research and development expenses decreased $672 or 18.3% from the second quarter of fiscal year 1997 primarily due to the timing of expenses related to the development of new products which are approved through the FDA's Abbreviated New Drug Application (ANDA) process. Research and development expenses for fiscal year 1998 are expected to be higher than the fiscal year 1997 expenses. Research and development expense as a percentage of net sales was 1.2% for the second quarter of fiscal year 1998 compared to 1.7% for the second quarter of fiscal year 1997. Selling and administrative expenses increased $2,806 or 10.4% from the second quarter of fiscal year 1997 primarily due to the higher sales volume. Selling and administrative expense as a percentage of net sales was 12.4% for the second quarter of fiscal year 1998 compared to 12.2% for the second quarter of fiscal year 1997. Restructuring and redesign and unusual litigation costs decreased $717 or 24.8% from the second quarter of fiscal year 1997. See Notes C and D to the condensed consolidated financial statements. -9- 10 Interest expense increased to $536 for the second quarter of fiscal year 1997 from $388 for the same period in fiscal year 1998 due to higher borrowing levels. Other expense increased $201 from the same period in fiscal year 1997. The effective income tax rate was 36.5% for the second quarter of fiscal year 1998 compared to 36.6% for the second quarter of fiscal year 1997. SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 - ------------------------------------------- The Company's net sales increased by $30,672 or 7.1% to $464,511 for the first six months of fiscal year 1998, from $433,839 during the same period in fiscal year 1997. The increase was primarily due to new product sales and increases in unit sales to existing customers of vitamins, analgesics, antacids, hair care products and nutritional drinks. New products included an analgesic comparable to the brand Aleve(R) and "super vitamins" that contain more vitamins and minerals than the comparable national brands. Gross profit increased $7,815 or 6.6% for the first six months of fiscal year 1998 compared to the same period in fiscal year 1997. The gross profit percentage for the first six months of fiscal year 1998 was 27.1% compared to 27.2% for the same period in fiscal year 1997. Operating expenses increased $2,770 or 3.5% for the first six months of fiscal year 1998 compared to the same period in fiscal year 1997. Operating expenses as a percentage of net sales were 17.5% for the first six months of fiscal year 1998 compared to 18.1% for the same period of fiscal year 1997. Operating expenses consist of distribution, research and development, selling and administration, restructuring and redesign and unusual litigation costs. Excluding restructuring and redesign and unusual litigation costs, operating expenses were 16.6% of net sales for the first six months of fiscal year 1998 compared to 16.8% of net sales for the same period in fiscal year 1997. Distribution expenses increased $1,360 or 9.6% from the first six months of fiscal year 1997 primarily due to increased shipment volume and higher warehouse costs incurred in support of customers' delivery requirements. Distribution expense as a percentage of net sales was 3.3% for the first six months of fiscal year 1998, compared to 3.3% for the same period of fiscal year 1997. Research and development expenses decreased $998 or 14.4% from the first six months of fiscal year 1997 primarily due to the timing of expenses related to the development of new products which are approved through the FDA's ANDA process. Research and development expenses for fiscal year 1998 are expected to be higher than the fiscal year 1997 expenses. Research and development expense as a percentage of net sales was 1.3% for the first six months of fiscal year 1998 compared to 1.6% for the same period of fiscal year 1997. Selling and administrative expenses increased $3,848 or 7.5% from the first six months of fiscal year 1997 primarily due to the higher sales volume. Selling and administrative expense as a percentage of net sales was 11.9% for the first six months of fiscal years 1998 and 1997. Restructuring and redesign and unusual litigation costs decreased $1,440 or 25.5% from the first six months of fiscal year 1997. See Notes C and D to the condensed consolidated financial statements. -10- 11 Interest expense decreased from $1,071 for the first six months of fiscal year 1997 to $561 for the same period in fiscal year 1998 due to lower borrowing levels. Other expense increased $201 from the same period in fiscal year 1997. The effective income tax rate was 36.5% for the first six months of fiscal year 1998 compared to 36.6% for the same period of fiscal year 1997. LIQUIDITY AND CAPITAL RESOURCES During the first six months of fiscal year 1998, working capital net of the effect of the business acquisition described below increased $18,325 and cash flow from operating activities was $11,862. Changes in working capital are net of the effect of the business acquisition described below. Accounts receivable increased $22,190 due to increased sales and the timing of cash receipts, inventories increased $18,828 in order to support increased sales volume, and accounts payable increased $6,970 due to materials and component purchases related to production increases. The Company's capital expenditures for facilities and equipment were $32,986 for the six months ended December 31, 1997. In order to support the business process redesign effort and ongoing growth in sales, the Company is investing in a number of projects. Planned capital expenditures will require approximately $70,000 during fiscal year 1998, principally for construction of two new distribution facilities, expansion of manufacturing facilities for nutritional products, and capital costs related to an integrated software package that was purchased in fiscal year 1997 which is expected to be installed in early fiscal year 1999. The Company plans to finance capital expenditures with cash flows from operations and, if required, additional borrowings on its existing line of credit. In September 1997, the Company acquired 87.8% of the outstanding shares of Quimica y Farmacia, S.A. de C.V. for approximately $16,000. The purchase was funded by cash generated from operations and cash provided from financing activities. Quimica y Farmacia, S.A. de C.V. is a pharmaceutical manufacturer and distributor located in Mexico. The assets, liabilities, sales and profits of this acquisition are not considered material to the Company. During the first six months of fiscal year 1998, the Company purchased 2,091 shares of common stock for $29,875 under its common stock repurchase program. The common stock was retired. YEAR 2000 COMPLIANCE - -------------------- The Company, in 1996, began implementation of a new integrated software package which is expected to replace a significant portion of its current system in early fiscal year 1999. The Company performed a review of its current computer-based systems and the new integrated system in order to determine modifications needed to the systems for the Year 2000. Based on this review, the Company does not expect the costs of systems modifications to be material to the Company and currently anticipates that the modifications will be completed prior to the year 2000. The Company does not expect that the cost of its Year 2000 compliance program will be -11- 12 material to its financial condition or results of operations. In addition, the Company has initiated procedures to identify key suppliers and customers with potential Year 2000 issues. Currently, the Company does not have substantive information concerning the compliance status of its suppliers and customers. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS - ------------------------------------------------------------------------- In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, please see Perrigo Company's Form 10-K for the fiscal year ended June 30, 1997, under the heading "Safe Harbor For Forward-Looking Statements," for a discussion of certain important factors as they relate to forward-looking statements contained in this quarterly report. -12- 13 PART II. OTHER INFORMATION - --------------------------- Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- At the Company's Annual Stockholders' Meeting held on November 6, 1997, the Company's stockholders voted on the following matters: 1. Election of three directors of the Company; 2. Approval of Amendment to the Company's Employee Incentive Stock Option Plan; 3. Approval of Amendment to the Company's Non-Qualified Stock Option Plan for Directors; 4. The ratification of selection of independent accountants; and 5. Such other business as may properly come before the meeting. The tabulation of votes provided by the Inspector of Election was as follows:
Proposal Voting Tabulation -------- ----------------- 1. Election of Directors --------------------- Nominee For Withhold/Against ------- --- ---------------- F. Folsom Bell 70,890,844 203,534 Christopher J. Coughlin 70,687,792 406,586 Richard G. Hansen 70,936,387 157,991 Other Directors Whose Term of Office Continues ------------------- Peter R. Formanek Larry D. Fredricks L. R. Jalenak, Jr. Michael J. Jandernoa John W. Spoelhof Mary Alice Taylor Delivered For Against Abstain Not Voted --- ------- ------- --------- 2. Approval of Amendment to the Company's Employee Incentive Stock Option Plan 66,358,652 3,455,102 158,317 1,122,307 ---------------------------- 3. Approval of Amendment to the Company's Non-Qualified Stock Option Plan for Directors 68,220,278 2,676,352 197,748 ----------------------------- 4. Ratification of Selection of BDO Seidman, L. L. P. 70,832,238 137,468 124,672 ---------------------
-13- 14 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits:
Exhibit Number Description -------------- ----------- 3(a) Amended and Restated Articles of Incorporation of Registrant, incorporated by reference from Amendment No. 2 to Registration Statement No. 33-43834 filed by the Registrant on September 23, 1993. 3(b) Restated Bylaws of Registrant, dated April 10, 1996, incorporated by reference from the Registrant's Form 8-K filed on April 10, 1996. 4(a) Shareholders' Rights Plan, incorporated by reference from the Registrant's Form 8-K filed on April 10, 1996. 10(a) Credit Agreement, dated June 30, 1996, between the Registrant and NBD Bank, N.W., Sanwa Bank, Comerica Bank-Detroit, PNC Bank, Westdeutsche Landesbank Girozentrale and Old Kent Bank and Trust Company, incorporated by reference from the Registrant's 1996 Form 10-K filed on September 25, 1996. 10(b) Registrant's Management Incentive Plan, incorporated by reference from Registration Statement No. 33-69324 filed by the Registrant on September 23, 1993. 10(c) Registrant's 1988 Employee Incentive Stock Option Plan as amended, incorporated by reference to Exhibit A of the Registrant's 1995 proxy statement. 10(d) Registrant's 1989 Non-Qualified Stock Option Plan for Directors, incorporated by reference from the Registration Statement No. 33-43834 filed by the Registrant on November 8, 1991. 27 Financial Data Schedule
-14- 15 (b) The Company filed the following report on Form 8-K during the three months ended December 31, 1997. November 6, 1997: Perrigo Company announced at its Annual Shareholders' Meeting that Christopher J. Coughlin was elected by shareholders to the Board of Directors for a three-year term expiring November, 2000. With the appointment of Mr. Coughlin and the retirement of William C. Swaney, Board membership continues to consist of nine directors. Mr. Coughlin has been President of Nabisco International, the international manufacturing and marketing unit of Nabisco, Inc., since February, 1997 and served as Executive Vice President and Chief Financial Officer of Nabisco from April, 1996 to February, 1997. -15- 16 SIGNATURES 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. PERRIGO COMPANY ---------------------- (Registrant) Date: February 4, 1998 /s/ Michael J. Jandernoa ------------------ -------------------------------- Michael J. Jandernoa Chairman of the Board and Chief Executive Officer Date: February 4, 1998 /s/ Thomas J. Ross ------------------ -------------------------------- Thomas J. Ross Vice President Finance - Principal Accounting and Financial Officer -16- EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,185 0 119,047 3,382 182,730 320,216 401,633 140,190 641,217 128,194 61,344 0 0 116,382 307,647 641,217 464,511 464,511 338,754 338,754 0 348 561 43,550 15,900 27,650 0 0 0 27,650 .37 .36
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