-----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, DoDLYj8IrJiZLnD23eQCdQ2hU0dP+oUmr1909rQJ1BjvllE4mEpYepJltv/PKpcM PXUdyjx2/Pif/QDVgXDTCg== 0000950123-01-504431.txt : 20010719 0000950123-01-504431.hdr.sgml : 20010719 ACCESSION NUMBER: 0000950123-01-504431 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010718 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 001-06926 FILM NUMBER: 1683828 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 FILED BY: 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: 425 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 425 1 y51578e425.txt 425 1 Filer: C. R. Bard, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Exchange Act of 1934 Subject Company: C.R. Bard, Inc. Commission File No. 1-6926 Investors and security holders are advised to read the proxy statement/prospectus regarding the business combination transaction referenced in the information, because it contains important information. The proxy statement/prospectus has been filed with the Securities and Exchange Commission by Tyco International Ltd. and C. R. Bard, Inc. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by Tyco and C. R. Bard, Inc. at the Commission's web site at www.sec.gov . The proxy statement/prospectus and such other documents may also be obtained from Tyco or from C. R. Bard, Inc. by directing such request to Tyco International Ltd., The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, tel: (441) 292-8674; or to C. R. Bard, Inc., Attention: Corporate Secretary, 730 Central Avenue, Murray Hill, NJ, 07974, tel: (908) 277-8000. C. R. Bard and certain other persons referred to below may be deemed to be participants in the solicitation of proxies of C. R. Bard, Inc.'s stockholders to adopt the agreement providing for Tyco's acquisition of Bard. The participants in this solicitation may include the directors and executive officers of Bard, who may have an interest in the transaction, including as a result of holding stock or options of Bard. A detailed list of the names and interests of Bard's directors and executive officers is contained in Bard's Proxy Statement for its Annual Meeting, held on April 18, 2001, and in the proxy statement/prospectus which may be obtained without charge at the Commission's web site at www.sec.gov. Forward-Looking Information This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements in this document include statements addressing the following subjects: expected date of closing the acquisition; future financial and operating results; and the timing and benefits of the acquisition. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: inability to obtain, or meet conditions imposed for, governmental approvals for Tyco's acquisition of C. R. Bard, Inc.; failure of the C. R. Bard, Inc. shareholders to approve the agreement providing for Tyco's acquisition of Bard; the risk that the businesses of Tyco and Bard will not be integrated successfully; and other economic, business, competitive and/or regulatory factors affecting Tyco's and Bard's businesses generally. Detailed information about factors pertinent to the business of each of Tyco and Bard that could cause actual results to differ is set forth in Tyco's and Bard's filings with the Securities and Exchange Commission, including Tyco's Annual Report on Form 10-K for the fiscal year 2 2 ended September 30, 2000 and Bard's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and their most recent quarterly reports on Form 10-Q. Tyco and Bard are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. * * * * * * * * * * * * * * * 3 3 The following is a copy of the press release announcing the second quarter results: CONTACT: TODD C. SCHERMERHORN VICE PRESIDENT AND TREASURER (908) 277-8139 BARD REPORTS SECOND QUARTER RESULTS SALES UP 9 PERCENT IN CONSTANT CURRENCY MURRAY HILL, NJ -- (July 17, 2001) -- C. R. Bard, Inc. (NYSE-BCR) today reported net sales of $295.9 million for the quarter ended June 30, 2001, up 8 percent over net sales of $274.6 million for the same period in the prior year. Adjusting for the 1 percent negative effect of currency translation, second quarter net sales would have increased by 9 percent. Net income for the second quarter was $35.0 million, and diluted earnings per share was 68 cents, up 6 percent and 5 percent, respectively, over the same period in the prior year. In the prior-year period, Bard reported net income of $33.1 million and diluted earnings per share of 65 cents, which included a legal settlement and a gain from asset dispositions amounting to $5.0 million or 6 cents diluted earnings per share after tax. William H. Longfield, chairman and chief executive officer, commented, "Bard's second quarter sales growth of 9 percent, on a constant currency basis, is indicative of the fundamental strength of the company's product lines. We are pleased by our performance and excited about the future growth opportunities the Tyco merger will bring to Bard's franchises." Second quarter net sales in the U.S. were $215.2 million, up 10 percent over the prior-year period, and net sales outside the U.S. were $80.7 million, up 3 percent over the prior-year period. Adjusting for the negative currency translation effect, net sales growth outside the U.S. would have increased by 8 percent in the second quarter and 7 percent for the first half of the year 2001. The Company also announced that yesterday it received a second request for information from the U.S. Federal Trade Commission regarding its proposed merger with a subsidiary of Tyco International Ltd. The Company is in the process of gathering information to respond to the request. Both the Company and Tyco continue to expect a closing in the fourth quarter of this year. The transaction, which was announced on May 30, 2001, is subject to customary conditions, including regulatory approval and the approval of Bard's shareholders. C. R. BARD, INC., (WWW.CRBARD.COM) HEADQUARTERED IN MURRAY HILL, NEW JERSEY, IS A LEADING MULTINATIONAL DEVELOPER, MANUFACTURER AND MARKETER OF HEALTH CARE PRODUCTS IN THE FIELDS OF VASCULAR, UROLOGY, ONCOLOGY AND SURGICAL SPECIALTY PRODUCTS. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, THE ACCURACY OF WHICH IS NECESSARILY SUBJECT TO RISKS AND UNCERTAINTIES. PLEASE REFER TO OUR MARCH 31, 2001 FORM 4 4 10-Q FOR A STATEMENT WITH REGARD TO FORWARD-LOOKING STATEMENTS, INCLUDING DISCLOSURE OF THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED. C. R. BARD, INC. CONSOLIDATED STATEMENTS OF INCOME (thousands of dollars except per share amounts, unaudited)
Quarter Ended June 30, Six Months Ended June 30, ---------------------- ------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Net sales $ 295,900 $ 274,600 $ 580,700 $ 543,100 Costs and expenses: Cost of goods sold 138,200 124,500 270,700 244,800 Marketing, selling & administrative 93,700 88,400 181,100 173,900 Research & development expense 13,600 14,100 27,200 27,700 Interest expense 3,700 5,200 7,700 10,500 Gain from dispositions of cardiology 0 0 0 (15,400) businesses Other (income) expense, net (1) (3,300) (6,000) (3,400) 7,700 --------- --------- --------- --------- Total costs and expenses 245,900 226,200 483,300 449,200 --------- --------- --------- --------- Income before taxes 50,000 48,400 97,400 93,900 Income tax provision 15,000 15,300 29,200 29,300 --------- --------- --------- --------- Net income $ 35,000 $ 33,100 $ 68,200 $ 64,600 ========= ========= ========= ========= Basic earnings per share $ 0.69 $ 0.66 $ 1.34 $ 1.28 ========= ========= ========= ========= Diluted earnings per share $ 0.68 $ 0.65 $ 1.33 $ 1.27 ========= ========= ========= ========= Average common shares outstanding - basic 50,742 50,521 50,747 50,580 Average common shares outstanding - diluted 51,411 50,994 51,339 51,043
(1) In addition to interest income and foreign exchange, other (income) expense, net for the second quarter of 2000 includes a legal settlement and a gain from asset dispositions amounting to $5,000 ($.06 diluted per share after tax). 5 5
PRODUCT GROUP SUMMARY OF NET SALES Quarter Ended June 30, Six Months Ended June 30, --------------------------------------------- ------------------------------------------------ Constant Constant 2001 2000 Change Currency 2001 2000 Change Currency ---- ---- ------ -------- ---- ---- ------ -------- Vascular $ 61,900 $ 63,500 -3% 1% $123,100 $122,000 1% 5% Urology 99,400 88,600 12% 13% 191,300 177,700 8% 9% Oncology 68,300 60,900 12% 13% 133,400 121,800 10% 11% Surgery 50,800 46,200 10% 10% 102,200 90,400 13% 14% Other 15,500 15,400 1% 1% 30,700 31,200 -2% -1% -------- -------- -------- -------- Total net sales $295,900 $274,600 8% 9% $580,700 $543,100 7% 9% ======== ======== ======== ========
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