UNITED STATES 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 September 30, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-483
______________________________
MALLINCKRODT INC.
(Exact name of registrant as specified in its charter)
New York 36-1263901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7733 Forsyth Boulevard
St. Louis, Missouri 63105-1820
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 314-854-5200
______________________________
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 (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X. No .
Applicable Only To Issuers Involved In Bankruptcy
Proceedings During The Preceding Five Years:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes.
No.
Applicable Only To Corporate Issuers:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
73,942,271 shares excluding 13,174,018 treasury shares as of October
31, 1996.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
The accompanying interim condensed consolidated financial statements
of Mallinckrodt Inc. (formerly known as Mallinckrodt Group Inc. and
hereinafter referred to as the Company or Mallinckrodt) do not
include all disclosures normally provided in annual financial
statements. These financial statements, which should be read in
conjunction with the consolidated financial statements contained in
Mallinckrodt's 1996 Annual Report to Shareholders, are unaudited but
include all adjustments which Mallinckrodt's management considers
necessary for a fair presentation. These adjustments consist of
normal recurring accruals except as discussed in Notes 1 and 2 of the
Notes to Condensed Consolidated Financial Statements. Interim
results are not necessarily indicative of the results for the fiscal
year. All references to years are to fiscal years ended June 30
unless otherwise stated.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
Three Months Ended
September 30,
------------------
1996 1995
---- ----
Net sales $541.4 $492.1
Operating costs and expenses:
Cost of goods sold 296.3 268.3
Selling, administrative and general expenses 146.4 138.9
Research and development expenses 36.0 24.1
Other operating income, net (3.5) (3.2)
------- -------
Total operating costs and expenses 475.2 428.1
------- -------
Operating earnings 66.2 64.0
Equity in pre-tax earnings of joint venture 7.9 7.3
Interest income and other nonoperating income
(expense), net 4.5 (.4)
Interest expense (21.3) (13.8)
------- -------
Earnings from continuing operations before
income taxes 57.3 57.1
Income tax provision 21.2 21.4
------- -------
Earnings from continuing operations 36.1 35.7
Discontinued operations (.7) 3.5
------- -------
Net earnings 35.4 39.2
Preferred stock dividends (.1) (.1)
------- -------
Available for common shareholders $ 35.3 $ 39.1
======= =======
Earnings per common share:
Continuing operations $.48 $.46
Discontinued operations (.01) .04
------- -------
Net earnings $.47 $.50
======= =======
(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except share and per share amounts)
September 30, June 30,
1996 1996
------------- --------
Assets
Current assets:
Cash and cash equivalents $ 566.1 $ 546.2
Trade receivables, less allowances
of $14.2 at September 30 and $12.8
at June 30 431.2 453.9
Inventories 474.0 470.2
Deferred income taxes 41.7 42.9
Other current assets 57.7 57.7
-------- --------
Total current assets 1,570.7 1,570.9
Investments and long-term receivables,
less allowances of $9.2 at September 30
and $8.1 at June 30 154.6 150.0
Property, plant and equipment, net 1,026.7 1,036.4
Intangible assets 628.9 647.5
Deferred income taxes 1.1 1.1
-------- --------
Total assets $3,382.0 $3,405.9
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 622.5 $ 622.2
Accounts payable 163.4 194.6
Accrued liabilities 310.8 314.8
Income taxes payable 55.6 38.5
Net current liabilities of
discontinued operations 38.1 38.4
Deferred income taxes 3.4 3.3
-------- --------
Total current liabilities 1,193.8 1,211.8
Long-term debt, less current maturities 575.6 575.8
Deferred income taxes 92.8 97.9
Postretirement benefits 158.8 156.0
Other noncurrent liabilities and
deferred credits 115.3 132.2
-------- --------
Total liabilities 2,136.3 2,173.7
Shareholders' equity:
4 Percent cumulative preferred stock 11.0 11.0
Common stock, par value $1, authorized
300,000,000 shares; issued 87,116,289
shares as of September 30 and June 30 87.1 87.1
Capital in excess of par value 285.4 283.5
Reinvested earnings 1,174.4 1,150.7
Foreign currency translation (12.5) (15.3)
Treasury stock, at cost (299.7) (284.8)
--------- ---------
Total shareholders' equity 1,245.7 1,232.2
--------- ---------
Total liabilities and shareholders' equity $3,382.0 $3,405.9
======== ========
(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
Three Months Ended
September 30,
------------------
1996 1995
---- ----
Cash Flows - Operating Activities
Net earnings $ 35.4 $ 39.2
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 39.1 34.4
Postretirement benefits 2.8 2.2
Undistributed equity in earnings of
joint venture (5.6) (5.6)
Deferred income taxes (3.7) (4.6)
Gains on disposals of assets (.4)
------- -------
68.0 65.2
Changes in operating assets and liabilities:
Trade receivables 15.5 23.9
Inventories (7.4) (38.3)
Other current assets (.2) (.8)
Accounts payable, accrued liabilities
and income taxes payable, net (21.8) (5.2)
Net current liabilities of discontinued
operations (.3) (13.1)
Other noncurrent liabilities and deferred
credits (16.8) 3.4
Other, net (1.1) (12.5)
------- -------
Net cash provided by operating activities 35.9 22.6
Cash Flows - Investing Activities
Capital expenditures (22.9) (36.8)
Acquisition spending (4.1) (2.1)
Proceeds from asset disposals 33.6 .6
Other, net 2.0 (7.9)
------- -------
Net cash provided (used) by investing activities 8.6 (46.2)
Cash Flows - Financing Activities
Increase in short-term debt .4 76.7
Proceeds from long-term debt 1.6 98.8
Payments on long-term debt (1.9) (101.5)
Issuance of Mallinckrodt common stock 9.5 8.1
Acquisition of treasury stock (22.5) (20.0)
Dividends paid (11.7) (10.9)
------- -------
Net cash provided (used) by financing
activities (24.6) 51.2
------- -------
Increase in cash and cash equivalents 19.9 27.6
Cash and cash equivalents at beginning
of period 546.2 60.6
------- -------
Cash and cash equivalents at end of period $ 566.1 $ 88.2
======== =======
(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions, except per share amounts)
1996 1995
---- ----
4 Percent cumulative preferred stock:
Balance at June 30 and September 30 $ 11.0 $ 11.0
Common stock:
Balance at June 30 and September 30 87.1 87.1
Capital in excess of par value:
Balance at June 30 283.5 274.1
Stock options exercised 1.9 2.8
------ ------
Balance at September 30 285.4 276.9
Reinvested earnings:
Balance at June 30 1,150.7 984.5
Net earnings 35.4 39.2
Dividends
4 Percent cumulative preferred stock
($1.00 per share) (.1) (.1)
Common stock ($.155 per share in 1996
and $.14 per share in 1995) (11.6) 10.8)
-------- --------
Balance at September 30 1,174.4 1,012.8
Foreign currency translation:
Balance at June 30 (15.3) (9.3)
Translation adjustment 2.8 (4.4)
-------- --------
Balance at September 30 (12.5) (13.7)
Treasury stock:
Balance at June 30 (284.8) (175.9)
Purchase of common stock (22.5) (20.0)
Stock options exercised 7.6 5.3
-------- --------
Balance at September 30 (299.7) (190.6)
-------- --------
Total shareholders' equity $1,245.7 $1,183.5
======== =========
(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Included in earnings from continuing operations for the three
months ended September 30, 1996, is a one-time research and
development expense of $6.0 million, $3.8 million after taxes or
$.05 per share resulting from a strategic alliance to develop new
magnetic resonance imaging technology.
2. Included in discontinued operations for the three months ended
September 30, 1995, are earnings, net of taxes, from the divested
Feed Ingredients business of $4.4 million.
3. Provisions for income taxes were based on estimated annual
effective tax rates for each fiscal year. The Company's
effective tax rate for the first three months was 37.0 percent,
compared to last year's 37.5 percent. This decrease reflects an
earnings mix toward lower statutory tax rate jurisdictions and
the utilization of certain foreign net operating losses.
4. The Company is subject to various investigations, claims and
legal proceedings covering a wide range of matters that arise in
the ordinary course of its business activities. In addition, in
connection with laws and regulations pertaining to the protection
of the environment, the Company is a party to several
environmental remediation investigations and clean-ups and, along
with other companies, has been named a "potentially responsible
party" for certain waste disposal sites. Each of these matters
is subject to various uncertainties, and it is possible that some
of these matters will be decided unfavorably against the Company.
The Company has established accruals for matters that are in
its view probable and reasonably estimable. Based on information
presently available, management believes that existing accruals
are sufficient to satisfy any known environmental liabilities.
Further, any additional liability that may ultimately result from
the resolution of these matters is not expected to have a
material effect on Mallinckrodt's business, financial condition
or results of operations.
5. Earnings per common share were based on the weighted average
number of common and common equivalent shares outstanding
(75,501,070 and 77,924,740 for the three months ended September
30, 1996 and 1995, respectively).
6. The components of inventory include the following as of September
30,1996:
(In millions)
Raw materials and supplies $ 152.8
Work in process 103.5
Finished goods 217.7
-------
$ 474.0
=======
7. The Company adopted the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
effective July 1, 1996. The Company regularly assesses all of
its long-lived assets for impairment. No material adverse effect
on its results of operations or financial position occurred upon
adoption.
8. As of September 30, 1996, the Company has authorized and issued
100,000 shares, par value $100, 4 Percent cumulative preferred
stock of which 98,330 shares are outstanding. Mallinckrodt also
has authorized 1,400,000 shares, par value $1, of Series
preferred stock, none of which is outstanding.
Shares included in treasury stock were:
September 30, June 30,
1996 1996
------------- ----------
Common stock 13,056,760 12,835,721
4 Percent cumulative preferred stock 1,670 1,670
9. At September 30, 1996, common shares reserved were:
Exercise of common stock purchase
rights 83,629,897
Exercise of stock options and
granting of stock awards 9,570,368
----------
Total 93,200,265
==========
10. Supplemental cash flow information for the three months ended
September 30 included:
(In millions)
1996 1995
---- ----
Interest paid $22.2 $10.6
Income taxes paid $ 6.4 $4.9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. [1]
Results of Operations
General
- -------
Earnings from continuing operations for the first quarter ended
September 30, 1996 were $36.1 million, or 48 cents per share. This
represents a 4 percent increase in per-share earnings from continuing
operations compared with $35.7 million, or 46 cents per share, during
the same period a year ago. These earnings reflect a one-time,
pretax research and development expense of $6.0 million incurred in
conjunction with a strategic alliance with METASYN, Inc., to develop
new magnetic resonance imaging technology. Without this expense,
earnings from continuing operations would have been 53 cents per
share, a 15 percent increase over the prior year. Net sales for the
quarter were up 10 percent to $541.4 million, compared to $492.1
million a year earlier. Net earnings for the first quarter were $35.4
million, or 47 cents per share, compared with $39.2 million, or 50
cents per share, during the same period a year ago. Prior year net
earnings include results from the divested animal feed ingredients
business.
- -----------------
[1] The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements, so long as those
statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those discussed
in the forward-looking statements. Certain statements contained
herein are forward-looking, particularly the statements appearing
under Part I. Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Part II. Item 1,
"Legal Proceedings."
Factors that could cause actual results to differ materially from
those expressed or implied by the forward-looking statements include
but are not limited to the following: the effect of business and
economic conditions; constraints on supplies and/or changes in the
cost of raw materials used in the manufacturing of certain of the
Company's products; capacity limiting the production of certain
products; difficulties or delays in the development, production,
testing, and marketing of products; difficulties or delays in
receiving required governmental or regulatory approvals; market
acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of, and changes in, trade,
monetary and fiscal policies, laws and regulations; risks associated
with investments and operations in foreign jurisdictions, including
those related to foreign regulatory requirements, exchange rate
fluctuations, and local political, social, and economic factors;
changes in governmental laws and regulations affecting environmental
compliance, taxes, and other matters impacting the Company; the costs
and effects of legal and administrative proceedings, including the
environmental proceedings involving the Company; the ability of the
Company to develop and execute effective marketing and sales
strategies for its products; the potential erosion of prices for
certain of the Company's products as a result of increased
competition in its markets; and the risk factors reported from time
to time in the Company's SEC reports.
A comparison of sales and operating earnings follows:
(In millions)
Three Months Ended
September 30,
------------------
1996 1995
---- ----
Sales
- -----
Human healthcare $ 361.7 $ 316.1
Specialty chemicals 80.5 75.1
Animal health 99.4 101.0
Intersegment sales (.2) (.1)
-------- --------
$ 541.4 $ 492.1
======== ========
Operating earnings
- ------------------
Human healthcare $ 67.4 $ 62.0
Specialty chemicals 5.5 4.6
Animal health (.1) 5.0
Corporate (6.6) (7.5)
Eliminations (.1)
-------- --------
$ 66.2 $ 64.0
======== ========
Business Segments
- -----------------
Human Healthcare
Net Sales Three Months Ended
(In millions) September 30,
------------------
1996 1995
---- ----
Imaging agents $ 198.6 $ 161.2
Critical care products 77.3 76.9
Pharmaceutical specialties 85.8 78.0
------- -------
$ 361.7 $ 316.1
======= =======
Human healthcare's operating earnings for the quarter increased to
$67.4 million, up 9 percent compared to the first quarter of last
year. These operating earnings reflect a one-time research and
development expense of $6.0 million incurred in conjunction with a
strategic alliance with METASYN, Inc., to develop new magnetic
resonance imaging technology. Without this expense, human
healthcare's operating earnings would have been $73.4 million, an 18%
increase over the prior year first quarter. Net sales for the first
quarter improved 14 percent over the prior year first quarter. A
major contributor to the sales growth was strong demand for imaging
agents. Sales for imaging agents were up 23 percent, primarily from
increased market share in the U.S. and the acquisition of
Liebel-Flarsheim in January 1996. Critical care products sales
were up 1 percent, primarily on sales gains in respiratory products,
partially offset by lower sales of instruments and systems to analyze
blood gases and electrolytes. The blood gas and electrolyte business
was divested as of September 30, 1996. Pharmaceutical specialties
sales increased 10 percent primarily due to increased volume.
Specialty Chemicals
Net Sales Three Months Ended
(In millions) September 30,
------------------
1996 1995
---- ----
$ 80.5 $ 75.1
====== ======
Specialty chemicals' operating earnings for the quarter increased to
$5.5 million, up 20% compared to the first quarter of last year.
Improved plant performance and cost containment initiatives
contributed to the increased earnings. Net sales for the quarter
improved 7% over the prior year first quarter, primarily as a result
of volume increases in plastic additives.
Animal Health
Net Sales Three Months Ended
(In millions) September 30,
------------------
1996 1995
---- ----
$ 99.4 $ 101.0
====== =======
Animal health had an operating loss of $.1 million, compared with
$5.0 million of operating earnings for the first quarter of last
year. Declining sales margins and higher research and development
expenses were primary causes of the lower year to year results.
Lower volumes in North America and Europe were the primary reasons
for the quarter net sales decline of 2% as compared to the prior year
first quarter. The sales decline in Europe is due to BSE, or "mad
cow disease" in the United Kingdom. Mallinckrodt has concluded that
the animal health business will have greater potential and be more
successful through alignment with a company that possesses core
technology more directly related to the development of animal health
products. Therefore, on August 29, 1996, the Company announced that
it has decided to explore all strategic options related to this
business.
Corporate Matters
- -----------------
Earnings for Tastemaker, the Company's flavor joint venture, were
$7.9 million for the quarter, up 8% compared to the first quarter of
last year. On August 29, 1996, Mallinckrodt announced that it is
prepared to sell its interest in Tastemaker in cooperation with its
joint venture partner, Hercules, Inc., if an acceptable offer is
received. The Company's effective tax rate for the first quarter was
37.0 percent, compared to last year's 37.5 percent. This rate
decrease reflects an earnings mix toward lower statutory tax rate
jurisdictions and the utilization of certain foreign net operating
losses.
Financial Condition
The Company's financial resources are expected to continue to be
adequate to support existing businesses and fund new opportunities.
Since June 30, 1996, cash and cash equivalents increased $19.9
million. Operations provided $35.9 million of cash, while acquisition
and capital spending totaled $27.0 million. The Company received
$33.6 million in proceeds from asset disposals, primarily from the
blood gas and electrolyte business. The Company's current ratio at
September 30, 1996, was 1.3:1. Debt as a percentage of invested
capital was 49 percent. Net of cash and cash equivalents, this
percentage would have been 34 percent.
The Company's Board of Directors previously authorized repurchase of
a total of 42 million shares of its common stock. Thirty three and a
half million shares have been repurchased under this authorization,
.6 million during the quarter ended September 30, 1996.
In September 1995 and November 1995, the Company issued $100 million
of 6.75% notes due September 15, 2005, and $100 million of 6.5% notes
due November 15, 2007, respectively, from the $250 million shelf
registration statement filed in February of 1995. As of September
30,1996, $50 million of securities under this shelf and $50 million
of securities under a shelf registration statement filed with the SEC
in 1992 remain unissued.
The Company has a $550 million private-placement commercial paper
program. This program is backed by $550 million of U.S. lines of
credit, available until May 2001. At September 30, 1996, no amounts
were outstanding under the commercial paper program or the credit
agreement. In addition, Fries & Fries, Inc., a wholly-owned
subsidiary, has a $600 million committed line of credit available
until May 1997, which is unconditionally guaranteed by the Company.
Borrowings under the credit agreement were $600 million at September
30, 1996. Non-U.S. lines of credit totaling $213.9 million were also
available and borrowings under these lines amounted to $18.6 million
at September 30, 1996. The non-U.S. lines are cancelable at any
time.
Estimated capital spending for the year ending June 30, 1997, is
approximately $190 million.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the
ordinary course of its business activities. In addition, in
connection with laws and regulations pertaining to the protection of
the environment, the Company is a party to several environmental
remediation investigations and clean-ups and, along with other
companies, has been named a "potentially responsible party" for
certain waste disposal sites. Each of these matters is subject to
various uncertainties, and it is possible that some of these matters
will be decided unfavorably against the Company. The Company has
established accruals for matters that are in its view probable and
reasonably estimable. Based on information presently available,
management believes that existing accruals are sufficient to satisfy
any known environmental liabilities. Further, any additional
liability that may ultimately result from the resolution of these
matters is not expected to have a material effect on Mallinckrodt's
business, financial condition or results of operations.
Previously Reported Matters
- ---------------------------
The following is a discussion of material developments in proceedings
previously reported in the Company's Form 10-K for its fiscal year
ended June 30, 1996:
Springville, Utah -- The Company and Ensign-Bickford Industries, Inc.
(EBI) have identified two additional parties who could possibly share
in remediation costs. The Company, EBI and the other parties are
currently negotiating an interim allocation to address remedial
activities at this site.
Pierce County, Washington -- The Company, Olin Corporation, Boeing
Company, and Centrum Properties, Inc. negotiated a settlement and the
lawsuit has been dismissed. Centrum did not recover its past costs,
but Mallinckrodt and Olin agreed to take over future remedial actions
at the site. Since the Company and Olin have been named "potentially
responsible parties" for this site by the Washington Department of
Ecology, the Company and Olin are negotiating an order that would
govern remedial activities at the site with the Department of
Ecology.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
On October 16, 1996, the Company held its Annual Meeting of
Stockholders in St. Louis, Missouri, for the purposes of: (a)
electing four directors for terms expiring in 1999; (b) ratifying the
appointment of independent auditors for fiscal 1997; (c) acting upon
an amendment to Article First of the Company's Restated Certificate
of Incorporation to change the name of the Company from Mallinckrodt
Group Inc. to Mallinckrodt Inc.; and (d) transacting such other
business as may have properly come before the meeting or any
adjournment thereof.
The following table sets forth the directors elected at the Annual
Meeting and the number of votes cast for and withheld from each
director:
Director For Withheld
- -------- --- --------
Raymond F. Bentele 62,342,400 1,022,944
Gareth C. C. Chang 61,412,342 1,953,002
Dr. Ronald G. Evens 62,378,644 986,700
Mack G. Nichols 61,490,798 1,874,546
The following directors continued in office after the Annual Meeting,
having been previously elected:
William L. Davis, III
C. Ray Holman
Roberta S. Karmel
Claudine B. Malone
Morton Moskin
Brian M. Rushton, Ph.D.
Daniel R. Toll
Anthony Viscusi
The appointment of Ernst & Young, LLP as independent auditors for
fiscal 1997 was ratified at the Annual Meeting. The following table
sets forth the number of votes for and against, as well as
abstentions, on this matter:
For.......................63,200,779
Against.......................70,336
Abstentions...................94,229
The amendment to Article First of the Company's Restated Certificate
of Incorporation to change the name of the Company from Mallinckrodt
Group Inc. to Mallinckrodt Inc. was approved at the Annual Meeting.
The following table sets forth the number of votes for and against,
as well as abstentions, on this matter:
For.......................63,047,352
Against......................104,560
Abstentions..................213,412
No other matters were voted upon at the meeting.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Restated Certificate of Incorporation of Mallinckrodt,
dated June 22, 1994.
3.3 Certificate of Amendment of the Certificate of
Incorporation of Mallinckrodt, dated October 16, 1996.
11.1 Primary earnings per share computation for the three
months ended September 30, 1996 and 1995.
11.2 Fully diluted earnings per share computation for the
three months ended September 30, 1996 and 1995.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
During the quarter and through the date of this report, the following
reports on Form 8-K were filed.
Report dated August 29, 1996, under Item 5 regarding seeking a
buyer for the Tastemaker flavors business, and exploring all
strategic options for the animal health division.
Report dated October 16, 1996, under Item 5 regarding name
change from Mallinckrodt Group Inc. to Mallinckrodt Inc.
Report dated October 17, 1996, under Item 5 regarding increased
quarterly dividend and the election of four directors at the
Company's Annual Meeting.
Report dated October 24, 1996, under Item 5 regarding Molecular
Biosystems, Inc. and Mallinckrodt Inc. joint announcement to
file for PMA for next generation ultrasound imaging agent.
* * * * * * * * * * * * * *
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Mallinckrodt Inc.
- -----------------------------
Registrant
By: MICHAEL A. ROCCA By: TERRY D. MEIER
-------------------------- ---------------------
Michael A. Rocca Terry D. Meier
Senior Vice President and Vice President and
Chief Financial Officer Controller
Date: November 12, 1996