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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number: 1-3215
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
New Jersey 22-1024240
(State of (I.R.S. Employer
Incorporation) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 524-0400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Name of each exchange on
Title of each class which registered
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Common Stock, Par Value $1.00 New York Stock Exchange
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 / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant on February 29, 1996 was approximately $58.9 billion.
On February 29, 1996 there were 666,316,374 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Portions of registrant's annual report to stockholders
for fiscal year 1995.
Part III: Portions of registrant's proxy statement for its 1996
annual meeting of stockholders.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
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SIGNATURES
Pursuant to the requirements of Section 13 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.
Date: June 27, 1996 JOHNSON & JOHNSON
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(Registrant)
By /s/ R. S. LARSEN
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R. S. Larsen, Chairman, Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ R. S. LARSEN Chairman,
- ----------------------------- Board of Directors and
R. S. Larsen Chief Executive
Officer, and Director
(Principal
Executive Officer) June 27, 1996
/s/ C. H. JOHNSON Vice President-Finance
- ----------------------------- and Director
C. H. Johnson (Principal Financial
Officer) June 27, 1996
/s/ J. H. HEISEN Controller June 27, 1996
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J. H. Heisen
/s/ J. W. BLACK Director June 24, 1996
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J. W. Black
/s/ G. N. BURROW Director June 25, 1996
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G. N. Burrow
/s/ J. G. COONEY Director June 24, 1996
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J. G. Cooney
/s/ J. G. CULLEN Director June 27, 1996
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J. G. Cullen
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Signature Title Date
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/s/ P. M. HAWLEY Director June 24, 1996
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P. M. Hawley
Director June , 1996
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A. D. Jordan
/s/ A. G. LANGBO Director June 25, 1996
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A. G. Langbo
/s/ J. S. MAYO Director June 24, 1996
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J. S. Mayo
/s/ T. S. MURPHY Director June 25, 1996
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T. S. Murphy
/s/ P. J. RIZZO Director June 24, 1996
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P. J. Rizzo
/s/ M. F. SINGER Director June 24, 1996
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M. F. Singer
/s/ R. B. SMITH Director June 24, 1996
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R. B. Smith
/s/ R. N. WILSON Director June 27, 1996
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R. N. Wilson
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EXHIBIT INDEX
Reg. S-K
Exhibit Table Description
Item No. of Exhibit
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3(a) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company and Restated Certificate of
Incorporation, dated May 20, 1992 -- Incorporated herein
by reference to Exhibit 3(a) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.
3(b) By-Laws of the Company, as amended April 26, 1990 --
Incorporated herein by reference to Exhibit 3(b) of the
Registrant's Form 10-K Annual Report for the year ended
January 3, 1993.
4(a) Upon the request of the Securities and Exchange Commission, the
Registrant will furnish a copy of all instruments defining the
rights of holders of long term debt of the Registrant.
10(a) 1995 Stock Option Plan (as amended) -- Previously filed.
10(b) 1991 Stock Option Plan -- Incorporated by reference to
Registration Statement No. 33-40294, Exhibit 4(a).*
10(c) 1986 Stock Option Plan (as amended) -- Incorporated herein
by reference to Exhibit 10(b) of the Registrant's Form
10-K Annual Report for the year ended January 3, 1993.*
10(d) 1980 Stock Option Plan (as amended) -- Incorporated herein
by reference to Exhibit 10(d) of the Registrant's Form
10-K Annual Report for the year ended January 3, 1993.*
10(e) 1995 Stock Compensation Plan -- Previously filed.
10(f) Domestic Deferred Compensation Plan -- Incorporated herein
by reference to Exhibit 10(g) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
10(g) Deferred Fee Plan for Directors (as amended) -- Previously filed.
10(h) Supplemental Retirement Plan -- Incorporated herein by
reference to Exhibit 10(h) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
10(i) Executive Life Insurance Plan -- Incorporated herein by
reference to Exhibit 10(i) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
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11 -Calculation of Earnings Per Share -- Previously filed.
12 -Statement of Computation of Ratio of Earnings to Fixed
Charges -- Previously filed.
13 -Annual report to stockholders for fiscal year 1995 (only
those portions incorporated by reference in this document
are deemed "filed") -- Previously filed.
21 -Subsidiaries -- Previously filed.
27 -Financial Data Schedule for Year Ended December 31, 1995 --
Previously Filed.
28(a) -Form 11-K for the Johnson & Johnson Savings Plan -- Filed
with this document.
28(b) -Form 11-K for the Johnson & Johnson Retirement Savings
Plan -- Filed with this document.
28(c) -Form 11-K for the Johnson & Johnson Savings Plan for
Union Represented Employees -- Filed with this document.
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* Management contracts and compensatory plans and arrangements required to
be filed as Exhibits to this form pursuant to Item 14(c) of the report.
A copy of any of the Exhibits listed above will be provided without charge
to any stockholder submitting a written request specifying the desired
exhibit(s) to the Secretary at the principal executive offices of the Company.
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