-----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, ADDegkh9fI1ovWSTRWPHdNFGpRXL3Zp5Koi+Uv9cB+v5PKJULL1Njs5TWb4aJ1LP FKMcYcSBg/+4fd3sZRgTTQ== 0000009892-99-000011.txt : 19990402 0000009892-99-000011.hdr.sgml : 19990402 ACCESSION NUMBER: 0000009892-99-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06926 FILM NUMBER: 99582809 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 11-K 1 As filed with the Securities and Exchange Commission on March 30, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K /X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the period since inception through December 31, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____ to _____ Commission File No: 1-6926 C. R. Bard, Inc. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: C. R. Bard, Inc. 730 Central Avenue Murray Hill, NJ 07974 REQUIRED INFORMATION: - - Report of Independent Public Accountants - - Financial Statements Statement of Net Assets Applicable to Participants' Equity As of December 31, 1998 Statement of Changes in Net Assets Applicable to Participants' Equity For the Period Since Inception Through December 31, 1998 - - Exhibit Consent of Arthur Andersen LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized. 1998 EMPLOYEE STOCK PURCHASE PLAN OF C. R. BARD, INC. (Name of Plan) By: Charles P. Slacik /s/ Charles P. Slacik Senior Vice President and Chief Financial Officer Dated: March 30, 1999 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. Financial Statements As of December 31, 1998 and for the Period Since Inception Through December 31, 1998 Together with Report of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To C. R. Bard, Inc.: We have audited the accompanying statement of net assets applicable to participants' equity of the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. as of December 31, 1998 and the related statement of changes in net assets applicable to participants' equity for the period since inception through December 31, 1998. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets applicable to participants' equity as of December 31, 1998, and the changes in net assets applicable to participants' equity for the period since inception through December 31, 1998, in conformity with generally accepted accounting principles. Arthur Andersen LLP Roseland, New Jersey March 29, 1999 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. Statement of Net Assets Applicable to Participants' Equity As of December 31, 1998 ASSETS: 1998 Investment, at fair value - Bard Common Stock $1,185,327 Total investments 1,185,327 Total assets 1,185,327 Net assets applicable to participants equity $1,185,327 The accompanying notes to financial statements are an integral part of this statement. 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. Statement of Changes in Net Assets Applicable to Participants' Equity For the Period Since Inception Through December 31, 1998 Bard Common Stock NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, Beginning of period $ --- ADDITIONS: Employee contributions 771,547 Net appreciation of investments 413,780 NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, End of period $1,185,327 The accompanying notes to financial statements are an integral part of this statement. 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (1) PLAN DESCRIPTION: The following description of the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (the "Plan") is provided for general information purposes. Participants of the Plan should refer to the Plan document for more detailed and complete information. General The Plan provides eligible employees of C. R. Bard, Inc. and its subsidiaries (the "Company") with an opportunity to purchase shares of the Company's common stock at a discount. Employees are eligible to participate in the Plan if they are employed at a domestic subsidiary or certain foreign subsidiaries. In addition, the employee's customary work week must be greater than 20 hours and the employee's customary employment must be greater than five months in any calendar year as well as certain other requirements. Contributions Plan participants may elect to make after-tax contributions through payroll deductions equal to whole percentages from 1% to 10% of "basic pay" as defined in the Company's retirement plan paid to the employee during the applicable payroll period. Payroll deductions are for six-month periods beginning each January 1st and July 1st (the Grant "Date"). All funds of participants received or held by the Company under the Plan before purchase of the shares of the Company's Common Stock shall be held by the Company without liability for interest or other increment. Share Purchases Except as provided in the Plan, shares of the Company's Common Stock shall be purchased on June 30 or December 31 or the following business day if such date is not a business day (the "Purchase Date"). Participants will purchase shares at 85% of the lower fair market value of the Company's Common Stock at either the Grant Date or the Purchase Date. Vesting - Participants are always fully vested in their elective payroll contributions and shares of the Company's Common Stock purchased. Distributions Dividends are reinvested in the Plan unless instructed otherwise by the Participant. Participants may request their share certificates six months after purchase. Tax Status - It is intended that the Plan shall, at all times, meet the requirements of Section 423 of the Internal Revenue Code of 1986 and the plan administrator will, to the extent possible, interpret the provisions of the Plan so as to carry out such intent. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation Beginning July 1st 1998 payroll deductions for the Plan began. On December 31st 1998, approximately 23,946 shares of the Company's Common Stock were purchased with participant contributions. No dividends receivable were due as of this date. The Company pays for all administrative fees for the Plan. Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. (3) RELATED PARTY TRANSACTIONS: As of December 31, 1998, the Plan holds 23,946 shares of the Company's Common Stock with a market value of $1,185,327. All these shares were issued from the Company's treasury shares. (4) PLAN TERMINATION Although it has not expressed an intent to do so, the Company has the right under the Plan to terminate the Plan. Exhibit Index Exhibit 23 Consent of Arthur Andersen LLP Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To: C. R. Bard, Inc.: As independent public accountants, we hereby consent to the incorporation by reference of our report dated March 29, 1999, included in this Form 11-K into C. R. Bard, Inc.'s previously filed registration statement on Form S-8, Registration No. 333-51793. ARTHUR ANDERSEN LLP Roseland, New Jersey March 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----