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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 4, 1998
STRYKER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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MICHIGAN 0-9165 38-1239739
(State or other jurisdiction of (Commission (IRS employer
incorporation) file number) identification no.)
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P.O. Box 4085, Kalamazoo, Michigan 49003-4085
(Address of principal executive offices) (Zip Code)
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(616) 385-2600
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 4, 1998, Stryker Corporation (the "Company")
completed the acquisition of Howmedica, the orthopaedic division of
Pfizer Inc. ("Howmedica"), for $1.65 billion in cash. The purchase
price was funded by cash on hand and draws under a $1.65 billion credit
facility arranged by Goldman Sachs Credit Partners L.P. and NationsBanc
Montgomery Securities LLC. The Company acquired both stock and net
assets from Pfizer Inc. and certain of its subsidiaries. The Company
intends to continue to use the assets acquired in connection with the
Howmedica business.
Howmedica is currently the world's third largest manufacturer
of reconstructive devices, including hip, knee and shoulder implants,
and also manufacturers bone cement, trauma products for internal and
external fracture fixation, implantable devices used in oral, facial
and skull surgery, and specialty surgical instruments. Howmedica had
1997 sales of approximately $820 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial statements of the business acquired.
Financial statements required by this item will
be filed by amendment to this initial report no
later than February 19, 1999.
(b) Pro forma financial information.
Pro forma financial information required by this
item will be filed by amendment to this initial
report no later than February 19, 1999.
(c) Exhibits
Exhibit Number Description
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2.1 Form of Stock and Asset Purchase Agreement, dated
as of August 13, 1998, between Pfizer Inc. and
the Company (the "Purchase Agreement").
2.2 Form of Amendment No. 1, dated as of October 22,
1998, to the Purchase Agreement.
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10.1 Form of Credit and Guaranty Agreement, dated as
of December 4, 1998, among the Company,
certain subsidiaries of the Company, as
guarantors, the Lenders named therein and
certain other parties.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: December 21, 1998
STRYKER CORPORATION
By: /s/ David J. Simpson
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David J. Simpson
Vice President, Chief
Financial Officer and
Secretary
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Form of Stock and Asset Purchase Agreement, dated
as of August 13, 1998, between Pfizer Inc. and the
Company (the "Purchase Agreement").
2.2 Form of Amendment No. 1, dated as of October 22,
1998, to the Purchase Agreement.
10.1 Form of Credit and Guaranty Agreement, dated as of
December 4, 1998, among the Company, certain
subsidiaries of the Company, as guarantors, the
Lenders named therein and certain other parties.