Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated November 3, 2000) Registration No. 333-46496
ALZA Corporation
$1,090,000,000
3% Zero Coupon Convertible Subordinated Debentures due July 28, 2020
This prospectus supplement contains updating information about the
conversion of ALZA Corporation's 3% Zero Coupon Convertible Subordinated
Debentures due July 28, 2020 and about Johnson & Johnson's subordinated
guarantees, as described in the Johnson & Johnson prospectus attached to
this prospectus supplement, of the ALZA debentures. This prospectus
supplement also contains information about the persons who can use this
prospectus supplement to offer and sell the ALZA debentures those persons
own.
The date of this prospectus supplement is August 14, 2001.
TABLE OF CONTENTS
Page
Merger of ALZA and Johnson & Johnson........................................3
Selling Securityholders.....................................................3
Johnson & Johnson Prospectus................................................5
MERGER OF ALZA AND JOHNSON & JOHNSON
On June 22, 2001, ALZA Corporation became a wholly owned subsidiary of
Johnson & Johnson through the merger of a wholly owned subsidiary of
Johnson & Johnson with and into ALZA, and each outstanding share of ALZA
common stock was converted into the right to receive 0.98 shares of Johnson
& Johnson common stock. In connection with the merger, ALZA's 3% Zero
Coupon Convertible Subordinated Debentures due July 28, 2020 became
convertible into shares of Johnson & Johnson common stock at a conversion
rate of 13.7465 shares of Johnson & Johnson common stock per $1,000
principal amount of an ALZA debenture, subject to anti-dilution
adjustments, and Johnson & Johnson issued its subordinated guarantees of
the ALZA debentures.
As described in more detail in the Johnson & Johnson prospectus
attached to this prospectus supplement, Johnson & Johnson has
unconditionally and irrevocably guaranteed:
o the full and punctual payment of principal of, premium, if
any, and interest on the ALZA debentures when due, whether at
maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of ALZA under the indenture
and the ALZA debentures and
o the full and punctual performance within applicable grace
periods of all other obligations of ALZA under the indenture
dated as of July 28, 2000, between ALZA and Chase Manhattan
Bank and Trust Company, National Association, as Trustee, and
the ALZA debentures
Johnson & Johnson's obligations under the Johnson & Johnson guarantees
are subordinated in right of payment to all of Johnson & Johnson's senior
indebtedness that is currently outstanding or that Johnson & Johnson may
incur in the future.
Johnson & Johnson has also assumed all of the obligation of ALZA under
the indenture governing the ALZA debentures.
For additional information about Johnson & Johnson, you should read
the Johnson & Johnson prospectus attached to this prospectus supplement.
SELLING SECURITYHOLDERS
The information set forth under the caption "Selling Securityholders"
in the ALZA prospectus dated November 3, 2000, relating to the ALZA
debentures, as supplemented on November 30, 2000, January 5, 2001, March 1,
2001 and June 18, 2001, is superseded in its entirety by the following:
The ALZA debentures originally were issued and sold on July 28, 2000
in a private offering to Credit Suisse First Boston Corporation, Chase
Securities Inc. and Morgan Stanley & Co. Incorporated, as the initial
purchasers, and were resold by the initial purchasers in transactions
exempt from the registration requirements of the Securities Act of 1933, to
persons reasonably believed by the initial purchasers to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act of
1933) or institutional "accredited investors" (as defined in Rule 501 under
the Securities Act of 1933).
The selling securityholders hold ALZA debentures and may from time to
time offer and sell pursuant to the ALZA prospectus and this prospectus
supplement any or all of their ALZA debentures. The term "selling
securityholders" includes the holders listed below and the beneficial
owners of ALZA debentures listed in this prospectus supplement and their
transferees, pledgees, donees or other successors.
The following table sets forth (1) the principal amount of ALZA
debentures held by the selling securityholders as of August 8, 2001, (2)
the percentage of the aggregate principal amount of ALZA debentures
outstanding as of August 8, 2001, represented by that principal amount of
ALZA
3
debentures and (3) the principal amount of ALZA debentures that may be
offered and sold pursuant to the ALZA prospectus and this prospectus
supplement.
Principal Principal
Amount Percentage of Amount
Name of Selling Beneficially Outstanding Registered for
Securityholder Owned($) ALZA Debentures Sale Hereby($)
------------- ------------ --------------- ---------------
Amerisure Companies/Michigan Mutual Insurance Company 750,000 * 750,000
American Fidelity Assurance Company 575,000 * 575,000
Associated Electric & Gas Insurance Services Limited 1,500,000 * 1,500,000
Aventis Pension Master Trust 480,000 * 480,000
Bankers Life Insurance Co. 180,000 * 180,000
Blue Cross Blue Shield of Florida 6,500,000 * 6,500,000
Boilermarker - Blacksmith Pension Trust 3,000,000 * 3,000,000
CALAMOS(R)Convertible Fund - CALAMOS(R)Investment
Trust 3,850,000 * 4,270,000
CALAMOS(R)Convertible Portfolio - CALAMOS(R)Advisors
Trust 145,000 * 145,000
CALAMOS(R)Global Convertible Fund - CALAMOS(R)
Investment Trust 275,000 * 275,000
City of Albany Pension Plan 265,000 * 265,000
City of Birmingham 3,000,000 * 3,000,000
City of Knoxville Pension System 620,000 * 620,000
Conseco Annuity Assurance-Multi Bucket Annuity
Convertible Bond Fund 6,000,000 * 6,000,000
Delta Airlines Master Trust 5,200,000 * 5,200,000
Dorinco Reinsurance Company 2,500,000 * 2,500,000
Genesee County Employees' Retirement System 800,000 * 800,000
Greek Catholic Union 55,000 * 55,000
Greek Catholic Union II 45,000 * 100,000
H. K. Porter Company, Inc. 70,000 * 70,000
IL Annuity and Insurance Company 23,000,000 2.1% 23,000,000
Jackson County Employees' Retirement System 425,000 * 425,000
Kettering Medical Center Funded Depreciation Account 180,000 * 180,000
Knoxville Utilities Board Retirement System 420,000 * 420,000
Louisiana Workers' Compensation Corporation 405,000 * 405,000
Morgan Stanley Co. 110,000 * 110,000
Nashville Electric Service 500,000 * 500,000
BS Debt Income Fund-Class A 20,000 * 20,000
NORCAL Mutual Insurance Company 800,000 * 800,000
Port Authority of Allegheny County Retirement and
Disability Allowance Plan 3,130,000 * 3,130,000
Protective Life Insurance Company 45,500,000 4.2% 45,500,000
OZ Master Fund, Ltd. 18,000,000 1.7% 18,000,000
Southern Farm Bureau Life Insurance Company 2,250,000 * 2,250,000
4
The Cockrell Foundation 250,000 * 250,000
The Dow Chemical Company Employees' Retirement plan 5,900,000 1.5% 5,900,000
The Fondren Foundation 185,000 * 185,000
SPT 2,380,000 * 2,380,000
UBS Warburg LLC 37,114,000 3.4% 37,114,000
United Food and Commercial Workers Local 1262 and
Employers Pension Fund 1,400,000 * 1,400,000
Victory Capital Management 14,100,000 1.3% 14,100,000
Vopak USA Inc, Retirement Plan 820,000 * 820,000
- -----------
* Represents beneficial ownership of less than 1% of the aggregate
principal amount of the ALZA debentures outstanding as of August 8, 2001.
None of the selling securityholders has, or within the past three
years has had, any position, office or other material relationship with
ALZA, Johnson & Johnson or any of their respective predecessors or
affiliates. Because the selling securityholders may, pursuant to the ALZA
prospectus and this prospectus supplement, offer all or some portion of
their ALZA debentures, no estimate can be given as to the principal amount
of ALZA debentures that will be held by the selling securityholders upon
termination of any such sales. In addition, the selling securityholders
identified above may have sold, transferred or otherwise disposed of all or
a portion of their ALZA debentures since the date on which they provided
the information regarding such debentures in transactions exempt from the
registration requirements of the Securities Act of 1933.
JOHNSON & JOHNSON PROSPECTUS
We are delivering to you the Johnson & Johnson prospectus
attached to this prospectus supplement for your convenience only. The
Johnson & Johnson prospectus is not incorporated by reference into this
prospectus supplement, and this prospectus supplement is not a part of the
Johnson & Johnson prospectus.
5
Prospectus
Johnson & Johnson
5,403,694 Shares
Common Stock
$393,096,000
Guarantees
On June 22, 2001, ALZA Corporation became a wholly owned
subsidiary of Johnson & Johnson through the merger of a wholly owned
subsidiary of Johnson & Johnson with and into ALZA, and each outstanding
share of ALZA common stock was converted into the right to receive 0.98
shares of Johnson & Johnson common stock. In connection with the merger,
ALZA's 3% Zero Coupon Convertible Subordinated Debentures due July 28, 2020
became convertible into shares of Johnson & Johnson common stock at a
conversion rate of 13.7465 shares of Johnson & Johnson common stock per
$1,000 principal amount of an ALZA debenture, subject to anti-dilution
adjustments, and Johnson & Johnson issued its subordinated guarantee of the
ALZA debentures.
This prospectus relates to 5,403,694 shares of Johnson & Johnson
common stock issuable upon conversion of ALZA debentures held by certain
selling securityholders, plus such additional indeterminate number of
shares of Johnson & Johnson common stock as may become issuable upon
conversion of the ALZA debentures as a result of anti-dilution adjustments.
The shares of Johnson & Johnson common stock issuable upon conversion of
the ALZA debentures may be sold from time to time by or on behalf of the
selling securityholders named in this prospectus or in supplements to this
prospectus.
This prospectus also relates to Johnson & Johnson's subordinated
guarantee of $393,096,000 aggregate principal amount of the ALZA debentures
held by certain selling securityholders. The Johnson & Johnson guarantees
are embodied in the first supplemental indenture to the indenture governing
the ALZA debentures and may be sold only together with the associated ALZA
debentures from time to time by or on behalf of the selling securityholders
named in this prospectus or in supplements to this prospectus. Under the
first supplemental indenture, Johnson & Johnson also assumed all of the
obligations of ALZA under the indenture governing the ALZA debentures.
The selling securityholders may sell all or a portion of the
shares of Johnson & Johnson common stock issuable upon conversion of ALZA
debentures from time to time on the New York Stock Exchange, in negotiated
transactions or otherwise, and at prices which will be determined by the
prevailing market price for the shares or in negotiated transactions. The
selling securityholders may sell all or a portion of their Johnson &
Johnson guarantees, together with the associated ALZA debentures, in
negotiated transactions or otherwise and at prices which will be determined
in negotiated transactions.
The selling securityholders will receive all of the proceeds from
the sale of shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees offered by this prospectus. Johnson & Johnson will not
receive any proceeds of the sale of the shares or the guarantees by the
selling securityholders.
Johnson & Johnson common stock is listed on the New York Stock
Exchange under the trading symbol "JNJ" and on August 13, 2001, its closing
price was $55.70 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is accurate or adequate. Any representation
to the contrary is a criminal offense.
The date of this prospectus is August 14, 2001.
6
TABLE OF CONTENTS
Page
Additional Information...................................................3
Johnson & Johnson........................................................4
Ratio of Earnings to Fixed Charges.......................................4
Use of Proceeds..........................................................5
Description of Johnson & Johnson Common Stock............................5
Description of Johnson & Johnson Guarantees..............................7
Selling Securityholders..................................................8
Plan of Distribution....................................................10
United States Taxation of Non-U.S. Holders..............................12
Legal Matters...........................................................15
Experts.................................................................15
Where You Can Find More Information.....................................15
Special Note Regarding Forward-Looking Statements.......................17
7
ADDITIONAL INFORMATION
This prospectus incorporates important business and financial
information about Johnson & Johnson that is not included in or delivered
with this prospectus. This information is available to you without charge
upon your written or oral request. You can obtain documents incorporated by
reference in this prospectus by requesting them in writing or by telephone
from Johnson & Johnson at the following address and telephone number:
JOHNSON & JOHNSON
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attention: Office of Corporate Secretary
Telephone: (732) 524-2455
See "Where You Can Find More Information" on page 15.
3
JOHNSON & JOHNSON
Johnson & Johnson, with approximately 100,000 employees, is the
world's most comprehensive and broadly-based manufacturer of health care
products, as well as a provider of related services, for the consumer,
pharmaceutical and medical devices and diagnostics markets. Johnson &
Johnson has more than 195 operating companies in 51 countries around the
world, selling products in more than 175 countries.
Johnson & Johnson's worldwide business is divided into three
segments: consumer, pharmaceutical and medical devices and diagnostics. The
consumer segment's principal products are personal care and hygienic
products, including oral and baby care products, first aid products,
nonprescription drugs, sanitary protection products and adult skin and hair
care products. These products are marketed principally to the general
public and distributed both to wholesalers and directly to independent and
chain retail outlets.
The pharmaceutical segment's principal worldwide franchises are
in the anti-infective, anti-fungal, anti-anemia, central nervous system,
contraceptive, dermatology, gastrointestinal and pain management fields.
These products are distributed both directly and through wholesalers for
use by health care professionals and the general public.
The medical devices and diagnostics segment includes suture and
mechanical wound closure products, minimally invasive surgical instruments,
diagnostic products, cardiology products, disposable contact lenses,
surgical instruments, orthopaedic joint replacements and products for wound
management and infection prevention and other medical equipment and
devices. These products are used principally in the professional fields by
physicians, nurses, therapists, hospitals, diagnostic laboratories and
clinics. Distribution to these markets is done both directly and through
surgical supply and other dealers.
Johnson & Johnson was organized in the State of New Jersey in
1887. The address of its principal executive offices is One Johnson &
Johnson Plaza, New Brunswick, New Jersey, and the telephone number at that
address is (732) 524-0400.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges represents our historical
ratio and is calculated on a total enterprise basis. The ratio is computed
by dividing the sum of earnings before provision for taxes and fixed
charges (excluding capitalized interest) by fixed charges. Fixed charges
represent interest (including capitalized interest) and amortization of
debt discount and expense and the interest factor of all rentals,
consisting of an appropriate interest factor on operating leases.
Fiscal
Quarter
Ended Fiscal Year Ended
------------- -------------------------------------------------------------------------
April 1, December 31, January 2, January 3, December 28 December 29,
2001 2000 2000 1999 1997 1996
------------- -------------- -------------- --------------- ------------- -------------
Ratio of Earnings to Fixed Charges..... 30.29 18.41 14.76 13.46(1) 15.29 14.06
- ---------------
(1) Earnings for the fiscal year ended January 3, 1999 include
restructuring charges of $613 million and in-process research and
development charges of $298 million. Excluding the effect of these
charges, the ratio of earnings to fixed charges would have been
16.12.
4
USE OF PROCEEDS
The selling securityholders will receive all of the proceeds of
the sale of the shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees offered by this prospectus. Johnson & Johnson will not
receive any proceeds of the sale of the shares or the guarantees by the
selling securityholders.
DESCRIPTION OF JOHNSON & JOHNSON COMMON STOCK
The following summary of Johnson & Johnson common stock is
subject in all respects to applicable New Jersey law, the Johnson & Johnson
restated certificate of incorporation and the Johnson & Johnson by-laws.
See "Where You Can Find More Information"on page 15.
General
The total authorized shares of capital stock of Johnson & Johnson
consist of (1) 4,320,000,000 shares of common stock, $1.00 par value per
share, and (2) 2,000,000 shares of preferred stock, without par value. At
the close of business on August 7, 2001, 3,042,485,089 shares of Johnson &
Johnson common stock were issued and outstanding and no shares of Johnson &
Johnson preferred stock were issued and outstanding. The Johnson & Johnson
board of directors is authorized to provide for the issuance from time to
time of Johnson & Johnson preferred stock in series and, as to each series,
to fix the designation, the dividend rate and the preferences, if any,
which dividends on that series will have compared to any other class or
series of capital stock of Johnson & Johnson, the voting rights, if any,
the voluntary and involuntary liquidation prices, the conversion or
exchange privileges, if any, applicable to that series and the redemption
price or prices and the other terms of redemption, if any, applicable to
that series. Cumulative dividends, dividend preferences and conversion,
exchange and redemption provisions, to the extent that some or all of these
features may be present when shares of Johnson & Johnson preferred stock
are issued, could have an adverse effect on the availability of earnings
for distribution to the holders of Johnson & Johnson common stock or for
other corporate purposes.
Board of Directors
The Johnson & Johnson restated certificate of incorporation and
the Johnson & Johnson by- laws provide that the total number of Johnson &
Johnson directors will be not less than nine nor more than 18, as
determined by the Johnson & Johnson board from time to time. Johnson &
Johnson currently has 15 directors. All directors are elected at each
annual meeting of shareholders to serve until the next annual meeting. The
Johnson & Johnson by-laws do not provide for cumulative voting in the
election of directors.
Dividends
The Johnson & Johnson restated certificate of incorporation, as
amended, provides that the Johnson & Johnson board of directors may from
time to time declare dividends on its outstanding shares in accordance with
New Jersey law.
Voting Rights; Required Vote for Authorization of Certain Actions
Each holder of Johnson & Johnson common stock is entitled to one
vote for each share held of record and may not cumulate votes for the
election of directors.
Merger or Consolidation. Under New Jersey law, the completion of
a merger or consolidation of a New Jersey corporation organized prior to
January 1, 1969, such as Johnson & Johnson, requires the approval of such
corporation's board of directors and the affirmative vote of two-thirds of
the votes
5
cast by the holders of shares of the corporation entitled to vote thereon;
provided that no such approval and vote are required if such corporation is
the surviving corporation and
o such corporation's certificate of incorporation is not amended
o the stockholders of the surviving corporation whose
shares were outstanding immediately before the effective
date of the merger will hold the same number of shares,
with identical designations, preferences, limitations,
and rights, immediately after and
o the number of voting shares and participation shares
outstanding after the merger will not exceed by 40% the
total number of voting or participating shares of the
surviving corporation before the merger.
Similarly, a sale of all or substantially all of such corporation's assets
other than in the ordinary course of business, or a voluntary dissolution
of such corporation, requires the approval of such corporation's board of
directors and the affirmative vote of two-thirds of the votes cast by the
holders of shares of such corporation entitled to vote thereon.
Business Combinations. Under New Jersey law, no New Jersey
corporation may engage in any "business combination" with any interested
shareholder (generally, a 10% or greater shareholder) for a period of five
years following such interested shareholder's stock acquisition, unless
such business combination is approved by the board of directors of such
corporation prior to the stock acquisition.
Under New Jersey law, "business combination" includes:
o any merger or consolidation of a resident domestic corporation
or one of its subsidiaries:
o with an interested shareholder or
o with any corporation which is, or would be after such merger
or consolidation, an affiliate or associate of an interested
shareholder
o any transfer or other disposition to or with an interested
shareholder or any affiliate or associate of an interested
shareholder of at least 10% of (1) the assets, (2) the
outstanding shares or (3) the earning power or income on a
consolidated basis, of such resident domestic corporation and
o other specified self-dealing transactions between such resident
domestic corporation and an interested shareholder or any
affiliate or associate thereof.
In addition, no resident domestic corporation may engage, at any
time, in any business combination with any interested shareholder of such
corporation other than:
o a business combination approved by the board of directors of
such corporation prior to the stock acquisition
o a business combination approved by the affirmative vote of the
holders of two-thirds of the voting stock not beneficially
owned by such interested shareholder at a meeting called for
such purpose or
o a business combination in which the interested shareholder
meets certain fair price criteria.
6
In addition to the requirement under New Jersey regarding
business combinations with an interested shareholder, the Johnson & Johnson
restated certificate of incorporation prohibits Johnson & Johnson from
engaging in any "business combination" with any interested shareholder
(generally, a 10% or greater shareholder) without (1) the affirmative vote
of at least 80% of the holders of Johnson & Johnson voting stock, voting
together as a single class, and (2) the affirmative vote of a majority of
the combined votes entitled to be cast by "disinterested shareholders" (as
defined in the Johnson & Johnson restated certificate of incorporation),
voting together as a single class; provided that any business combination
will require only the approval required under New Jersey law if, among
other things, such business combination has been approved at any time by a
majority of the "continuing directors" (as defined in the Johnson & Johnson
restated certificate of incorporation) and certain fair price requirements
are met.
The Johnson & Johnson restated certificate of incorporation
defines "business combination" to include:
o any merger or consolidation of Johnson & Johnson
o with an interested shareholder or
o with any other corporation which is, or after such merger or
consolidation would be, an affiliate or associate of an
interested shareholder
o any transfer or other disposition to or with any interested
shareholder or any affiliate or associate of an interested
shareholder of any assets or securities of Johnson & Johnson or
any of its subsidiaries having an aggregate fair market value
of 5% of the total assets of Johnson & Johnson and its
subsidiaries
o the adoption of a plan of liquidation of Johnson & Johnson
proposed by an interested shareholder or any affiliate or
associate of an interested shareholder and
o any transaction which increases the capital stock beneficially
owned by an interested shareholder or any affiliate or
associate of an interested shareholder.
DESCRIPTION OF JOHNSON & JOHNSON GUARANTEES
The following summary of the Johnson & Johnson guarantees is
subject in all respects to the first supplemental indenture dated as of
June 22, 2001, among ALZA, Johnson & Johnson and Chase Manhattan Bank and
Trust Company, National Association, as Trustee, to the indenture dated as
of July 28, 2000, between ALZA and Chase Manhattan Bank and Trust Company,
National Association, as Trustee, governing the ALZA debentures. See "Where
You Can Find More Information" on page 15.
Johnson & Johnson has unconditionally and irrevocably guaranteed:
o the full and punctual payment of principal, premium, if any,
and interest on the ALZA debentures when due, whether at
maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of ALZA under the indenture and the
ALZA debentures and
o the full and punctual performance within applicable grace
periods of all other obligations of ALZA under the indenture
and the ALZA debentures.
The Johnson & Johnson guarantees constitute a guarantee of payment,
performance and compliance when due and not a guarantee of collection.
7
Our obligations under the Johnson & Johnson guarantees are
subordinated in right of payment to all our senior indebtedness that is
currently outstanding or that we may incur in the future. As of July 31,
2001, our aggregate outstanding senior indebtedness was approximately
$1,993,975,000. The terms of the indenture, the first supplemental
indenture and the ALZA debentures do not limit our ability to incur
additional senior indebtedness.
The Johnson & Johnson guarantees are in uncertificated form and
are embodied in the first supplemental indenture.
SELLING SECURITYHOLDERS
The ALZA debentures originally were issued and sold on July 28,
2000 in a private offering to Credit Suisse First Boston Corporation, Chase
Securities Inc. and Morgan Stanley & Co. Incorporated, as the initial
purchasers, and were resold by the initial purchasers in transactions
exempt from the registration requirements of the Securities Act of 1933, to
persons reasonably believed by the initial purchasers to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act of
1933) or institutional "accredited investors" (as defined in Rule 501 under
the Securities Act of 1933).
On November 1, 2000, a registration statement on Form S-3 filed
by ALZA to register resales of the ALZA debentures and ALZA common stock
then issuable upon conversion of the ALZA debentures was declared effective
by the Securities and Exchange Commission. On June 22, 2001, ALZA became a
wholly owned subsidiary of Johnson & Johnson through the merger of a wholly
owned subsidiary of Johnson & Johnson with and into ALZA, and each
outstanding share of ALZA common stock was converted into the right to
receive 0.98 shares of Johnson & Johnson common stock. In connection with
the merger, the ALZA debentures became convertible into shares of Johnson &
Johnson common stock at a conversion rate of 13.7465 shares of Johnson &
Johnson common stock per $1,000 principal amount of an ALZA debenture,
subject to anti-dilution adjustments, and Johnson & Johnson issued its
subordinated guarantee of the ALZA debentures. Johnson & Johnson also
assumed all of the obligations of ALZA under the indenture governing the
ALZA debentures.
The selling securityholders hold ALZA debentures and may from
time to time offer and sell pursuant to this prospectus any or all of the
shares of Johnson & Johnson issuable upon conversion of their ALZA
debentures or the Johnson & Johnson guarantees associated with the ALZA
debentures held by the selling securityholders. The term "selling
securityholders" includes the holders listed below and the beneficial
owners of the shares of Johnson & Johnson common stock and Johnson &
Johnson guarantees listed in this prospectus and their transferees,
pledgees, donees or other successors.
The following table sets forth (1) the number of shares of
Johnson & Johnson common stock which the selling securityholders owned or
had the right to acquire upon conversion of the ALZA debentures held by the
selling securityholders as of August 8, 2001, (2) the number of shares of
Johnson & Johnson common stock that may be offered and sold pursuant to
this prospectus, (3) the principal amount of the Johnson & Johnson
guarantees associated with the ALZA debentures held by the selling
securityholders as of August 8, 2001, (4) the percentage of the aggregate
principal amount of Johnson & Johnson guarantees outstanding as of August
8, 2001, represented by that principal amount of Johnson & Johnson
guarantees and (5) the principal amount of the Johnson & Johnson guarantees
that may be offered and sold pursuant to this prospectus. As of August 8,
2001, none of the selling securityholders beneficially owned 1% or more of
the outstanding shares of Johnson & Johnson common stock.
8
Common Stock Guarantees
------------------------------- ------------------------------------------------------
Number of
Shares Principal Principal
Shares Registered for Amount Percentage of Amount
Name of Selling Beneficially Sale Beneficially Outstanding Registered for
Securityholder Owned(1) Hereby(2) Owned($) Guarantees Sale Hereby($)
--------------- ------------ -------------- ------------ ------------- --------------
Amerisure Companies/Michigan Mutual
Insurance Company 10,309 10,309 750,000 * 750,000
American Fidelity Assurance Company 7,904 7,904 575,000 * 575,000
Associated Electric & Gas Insurance
services Limited 20,619 20,619 1,500,000 * 1,500,000
Aventis Pension Master Trust 6,598 6,598 480,000 * 480,000
Bankers Life Insurance Co. 2,474 2,474 180,000 * 180,000
Blue Cross Blue Shield of Florida 89,352 89,352 6,500,000 * 6,500,000
Boilermarker - Blacksmith Pension Trust 41,239 41,239 3,000,000 * 3,000,000
CALAMOS(R)Convertible Fund -
CALAMOS(R)Investment Trust 52,924 52,924 3,850,000 * 4,270,000
CALAMOS(R)Convertible Portfolio -
CALAMOS(R)Advisors Trust 1,993 1,993 145,000 * 145,000
CALAMOS(R)Global Convertible Fund -
CALAMOS(R)Investment Trust 3,780 3,780 275,000 * 275,000
City of Albany Pension Plan 3,642 3,642 265,000 * 265,000
City of Birmingham 41,239 41,239 3,000,000 * 3,000,000
City of Knoxville Pension System 8,522 8,522 620,000 * 620,000
Conseco Annuity Assurance-Multi Bucket
Annuity Convertible Bond Fund 82,479 82,479 6,000,000 * 6,000,000
Delta Airlines Master Trust 71,481 71,481 5,200,000 * 5,200,000
Dorinco Reinsurance Company 34,366 34,366 2,500,000 * 2,500,000
Genesee County Employees' Retirement
System 10,997 10,997 800,000 * 800,000
Greek Catholic Union 756 756 55,000 * 55,000
Greek Catholic Union II 618 618 45,000 * 100,000
H. K. Porter Company, Inc. 962 962 70,000 * 70,000
IL Annuity and Insurance Company 316,169 316,169 23,000,000 2.1% 23,000,000
Jackson County Employees' Retirement
System 5,842 5,842 425,000 * 425,000
Kettering Medical Center Funded
Depreciation Account 2,474 2,474 180,000 * 180,000
Knoxville Utilities Board Retirement
System 5,773 5,773 420,000 * 420,000
Louisiana Workers' Compensation
Corporation 5,567 5,567 405,000 * 405,000
Morgan Stanley Co. 1,512 1,512 110,000 * 110,000
Nashville Electric Service 6,873 6,873 500,000 * 500,000
BS Debt Income Fund-Class A 274 274 20,000 * 20,000
NORCAL Mutual Insurance Company 10,997 10,997 800,000 * 800,000
Port Authority of Allegheny County
Retirement and Disability Allowance Plan 43,026 43,026 3,130,000 * 3,130,000
Protective Life Insurance Company 625,465 625,465 45,500,000 4.2% 45,500,000
OZ Master Fund, Ltd. 247,437 247,437 18,000,000 1.7% 18,000,000
9
Common Stock Guarantees
------------------------------- ------------------------------------------------------
Southern Farm Bureau Life Insurance
Company 30,929 30,929 2,250,000 * 2,250,000
The Cockrell Foundation 3,436 3,436 250,000 * 250,000
The Dow Chemical Company Employees'
Retirement plan 81,104 81,2104 5,900,000 1.5% 5,900,000
The Fondren Foundation 2,543 2,543 185,000 * 185,000
SPT 32,716 32,716 2,380,000 * 2,380,000
UBS Warburg LLC 510,187 510,187 37,114,000 3.4% 37,114,000
United Food and Commercial Workers
Local 1262 and Employers Pension Fund 19,245 19,245 1,400,000 * 1,400,000
Victory Capital Management 193,825 193,825 14,100,000 1.3% 14,100,000
Vopak USA Inc, Retirement Plan 11,272 11,272 820,000 * 820,000
- ---------------
(1) Assumes conversion of the full amount of the unrestricted and
restricted ALZA debentures held by such holder at the conversion
rate in effect as of August 8, 2001 of 13.7465 shares of Johnson &
Johnson common stock per $1,000 principal amount of an ALZA
debenture. Fractional shares will not be issued upon conversion of
the ALZA debentures; cash will be paid in lieu of any fractional
shares.
(2) Assumes conversion of the full amount of the restricted ALZA
debentures held by such holder at the conversion rate in effect as
of August 8, 2001 of 13.7465 shares of Johnson & Johnson common
stock per $1,000 principal amount of an ALZA debenture. Fractional
shares will not be issued upon conversion of the ALZA debentures;
cash will be paid in lieu of any fractional shares. This
prospectus also covers any additional shares of Johnson & Johnson
common stock which may become issuable in connection with the
shares registered for sale hereby by reason of any stock dividend,
stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of outstanding shares of Johnson & Johnson
common stock.
* Represents beneficial ownership of less than 1% of the aggregate
principal amount of Johnson & Johnson guarantees outstanding as of August
8, 2001.
None of the selling securityholders has, or within the past three
years has had, any position, office or other material relationship with
Johnson & Johnson or any of its predecessors or affiliates. Because the
selling securityholders may, pursuant to this prospectus, offer all or some
portion of the shares of Johnson & Johnson common stock issuable upon
conversion of their ALZA debentures or all or some portion of the Johnson &
Johnson guarantees associated with the ALZA debentures held by the selling
securityholders, no estimate can be given as to the number of shares of
Johnson & Johnson common stock or the principal amount of Johnson & Johnson
guarantees that will be held by the selling securityholders upon
termination of any such sales. In addition, the selling securityholders
identified above may have sold, transferred or otherwise disposed of all or
a portion of their shares of Johnson & Johnson common stock issuable upon
conversion of their ALZA debentures or all or some portion of the Johnson &
Johnson guarantees, together with the associated ALZA debentures held by
the selling securityholders, since the date on which they provided the
information regarding such shares and guarantees, in transactions exempt
from the registration requirements of the Securities Act of 1933.
PLAN OF DISTRIBUTION
The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees offered by this prospectus are being registered to
permit public secondary trading of such securities by the holders thereof.
Johnson & Johnson will bear all expenses (other than underwriting discounts
and
10
selling commissions, if any) in connection with the registration and sale
of the shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees covered by this prospectus.
Johnson & Johnson will not receive any proceeds from the sale of
the shares of Johnson & Johnson common stock or the Johnson & Johnson
guarantees. The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees, together with the associated ALZA debentures, may be
sold from time to time by the selling securityholders or by pledgees,
donees, transferees or other successors in interest. The selling
securityholders will act independently of Johnson & Johnson in making
decisions with respect to the timing, manner, price and size of each sale.
The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees, together with the associated ALZA debentures, covered
by this prospectus may be sold from time to time to purchasers directly by
the selling securityholders. Alternatively, the selling securityholders may
from time to time offer the shares of Johnson & Johnson common stock or the
Johnson & Johnson guarantees, together with the associated ALZA debentures,
to or through underwriters, broker-dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or
commissions from the selling securityholders or the purchasers of such
securities for whom they may act as agents. The selling securityholders and
any underwriters, broker-dealers or agents that participate in the
distribution of the shares of Johnson & Johnson common stock or the Johnson
& Johnson guarantees may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933 and any profit on the sale of such securities
and any discounts, commissions, concessions or other compensation received
by any such underwriter, broker-dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.
Johnson & Johnson common stock is listed on the New York Stock
Exchange. The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees, together with the associated ALZA debentures, covered
by this prospectus may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale or at negotiated
prices. The sale of the shares of Johnson & Johnson common stock and the
Johnson & Johnson guarantees, together with the associated ALZA debentures,
may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service
on which such securities may be listed or quoted at the time of sale, (ii)
in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or in the over- the-counter market or (iv) through the
writing of options. In connection with sales of shares of Johnson & Johnson
common stock or the Johnson & Johnson guarantees, together with the
associated ALZA debentures, or otherwise, the selling securityholders may
enter into hedging transactions with broker- dealers which may in turn
engage in short sales of such securities in the course of hedging the
positions they assume. The selling securityholders may also sell shares of
Johnson & Johnson common stock or the Johnson & Johnson guarantees,
together with the associated ALZA debentures, short and deliver such
securities to close out such short positions, or loan or pledge shares of
such securities to broker- dealers that in turn may sell such securities.
At the time a particular offering of the shares of Johnson & Johnson common
stock or the Johnson & Johnson guarantees, together with the associated
ALZA debentures, is made, a prospectus supplement, if required, will be
distributed which will set forth the number of shares of Johnson & Johnson
common stock or the principal amount of Johnson & Johnson guarantees, as
the case may be, being offered and the terms of the offering, including the
name or names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker-dealers and the proposed selling price to the
public.
In addition, any shares of Johnson & Johnson common stock and any
Johnson & Johnson guarantees covered by this prospectus which qualify for
sale pursuant to Rule 144, Rule 144A or any other available exemption from
registration under the Securities Act of 1933 may be sold, and in the case
of the Johnson & Johnson guarantees, together with the associated ALZA
debentures, under Rule 144, Rule 144A or such other available exemption
rather than pursuant to this prospectus. There is no assurance that any
selling securityholder will sell any or all of the shares of Johnson &
Johnson common stock or any or all of the Johnson & Johnson guarantees,
together with the associated ALZA
11
debentures, described in this prospectus, and any selling securityholder
may transfer, devise or gift such securities by other means not described
in this prospectus.
To comply with the securities laws of certain jurisdictions, if
applicable, shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees, together with the associated ALZA debentures, will be
offered or sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain jurisdictions the shares of
Johnson & Johnson common stock or the Johnson & Johnson guarantees,
together with the associated ALZA debentures, may not be offered or sold
unless they have been registered or qualified for sale in such
jurisdictions or any exemption from registration or qualification is
available and is complied with.
The selling securityholders will be subject to applicable
provisions of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, which provisions may limit the timing of purchases
and sales of any of the shares of Johnson & Johnson common stock or the
Johnson & Johnson guarantees by the selling securityholders. The foregoing
may affect the marketability of such shares or such guarantees.
UNITED STATES TAXATION OF NON-U.S. HOLDERS
General
This section summarizes the material U.S. tax consequences to a
holder of Johnson & Johnson common stock that is a "Non-U.S. Holder" (as
defined below). However, the discussion is limited in the following ways:
o The discussion only covers you if you hold Johnson & Johnson
common stock as a capital asset (that is, for investment
purposes), and if you do not have a special tax status.
o The discussion does not cover tax consequences that depend
upon your particular tax situation in addition to your
ownership of Johnson & Johnson common stock.
o The discussion is based on current law. Changes in the law may
change the tax treatment of Johnson & Johnson common stock.
o The discussion does not cover state, local or foreign law.
o Johnson & Johnson has not requested, and will not request, a
ruling from the IRS on the tax consequences of owning Johnson
& Johnson common stock. As a result, the IRS could disagree
with portions of this discussion.
You should consult your tax advisor about the tax consequences of holding
in your particular situation.
For the purposes of this discussion, a "Non-U.S. Holder" is:
o an individual that is a nonresident alien
o a corporation -- or entity taxable as a corporation for U.S.
federal income tax purposes -- created under non-U.S. law or
o an estate or trust that is not taxable in the U.S. on its
worldwide income.
If a partnership holds Johnson & Johnson common stock, the tax
treatment of a partner will generally depend upon the status of the partner
and upon the activities of the partnership. If you are a
12
partner of a partnership holding Johnson & Johnson common stock, you should
consult your tax advisor.
Withholding Taxes in General
Unless an exception applies, all dividends paid to a Non-U.S.
Holder will be subject to U.S. withholding tax at a rate of 30%. These
taxes will be withheld either by the paying agent or by the bank, broker or
other intermediary through which you hold your Johnson & Johnson common
stock.
In general, the entire dividend is subject to withholding tax.
However, special rules apply if a dividend is greater than Johnson &
Johnson's accumulated "earnings and profits" as calculated for U.S. federal
income tax purposes. In that case, either:
o Johnson & Johnson (or the intermediary) may elect to withhold
only on the portion of the dividend that is out of our
earnings and profits. In this case, the remainder of the
dividend would not be subject to withholding tax.
o Johnson & Johnson (or the intermediary) may withhold on the
entire dividend. In that case, you would be entitled to obtain
a refund from the Internal Revenue Service for the withholding
tax on the portion of the dividend that exceeds our earnings
and profits.
Exceptions to 30% Withholding Taxes
You may be entitled to a reduced rate of withholding taxes -- or
exemption from withholding taxes -- if you are eligible for a tax treaty
between the United States and your country of residence. The particular
withholding tax rate that would apply to you depends on your tax status and
on the particular tax treaty. However, the rate under most treaties is 15%
for a typical portfolio investor.
To be eligible for a tax treaty, you generally must meet each of
the following requirements:
o You are the beneficial owner of the Johnson & Johnson common
stock. That is, you are not holding the Johnson & Johnson
common stock on behalf of someone else.
o You are a resident of the tax treaty jurisdiction and you
satisfy all the other requirements in the treaty.
o You comply with certain documentation requirements.
o If you are treated as a partnership or other pass-through
entity either for U.S. federal income tax purposes or under
the tax laws of the treaty jurisdiction, you must satisfy
additional requirements.
Alternatively, dividends paid to you will be exempt from U.S.
withholding tax if the dividend income is effectively connected with the
conduct of your trade or business in the U.S., and is not exempt from U.S.
tax under a tax treaty. To claim this exemption, you must generally
complete Form W-8ECI.
Even if you meet one of the above requirements, you will not be
entitled to the reduction in, or exemption from, withholding tax on
dividends paid to you under any of the following circumstances:
o The withholding agent or an intermediary knows or has reason
to know that you are not entitled to the reduction in rate or
the exemption from withholding tax. Specific rules apply for
this test.
13
o The IRS notifies the withholding agent that information that
you or an intermediary provided concerning your status is
false.
o An intermediary through which you hold Johnson & Johnson
common stock fails to comply with the necessary procedures. In
particular, an intermediary is generally required to forward a
copy of your Form W-8BEN (or other documentary information
concerning your status) to the withholding agent for the
shares. However, if you hold your shares through a qualified
intermediary - or if there is a qualified intermediary in the
chain of title between yourself and the withholding agent for
the shares - the qualified intermediary will not generally
forward this information to the withholding agent.
The amount of dividends paid to you, and the amount withheld from
the dividends, will generally be reported to the Internal Revenue Service
and to you on Form 1042-S. However, this reporting does not apply to you if
you hold your Johnson & Johnson common stock directly through a qualified
intermediary and the applicable procedures are complied with.
The rules regarding withholding are complex and vary depending on
your individual situation. They are also subject to change, and certain
transition rules apply for calendar year 2001. In addition, special rules
apply to certain types of non-U.S. holders, including partnerships, trusts
and other entities treated as pass-through entities for U.S. federal income
tax purposes. You should consult with your tax advisor regarding the
specific methods for satisfying these requirements.
Sale of Johnson & Johnson Common Stock
If you sell a share, you will not be subject to U.S. federal
income tax on any gain unless one of the following applies:
o The gain is connected with a trade or business that you
conduct in the U.S.
o You are an individual, you are present in the U.S. for at
least 183 days during the year in which you dispose of the
share, and certain other conditions are satisfied.
U.S. Trade or Business
If you hold your Johnson & Johnson common stock in connection
with a trade or business that you are conducting in the U.S.:
o Any dividends on the Johnson & Johnson common stock, and any
gain from disposing of the Johnson & Johnson common stock,
generally will be subject to income tax at the usual U.S.
rates applicable to U.S. persons.
o If you are a corporation, you may be subject to the "branch
profits tax" on your earnings that are connected with your
U.S. trade or business, including earnings from the Johnson &
Johnson common stock. This tax is 30%, but may be reduced or
eliminated by an applicable income tax treaty.
Estate Taxes
If you are an individual, your Johnson & Johnson common stock
will be subject to U.S. estate tax when you die unless you are entitled to
the benefits of an estate tax treaty.
Information Reporting and Backup Withholding
Under the U.S. information reporting rules, when a stockholder
receives dividends or proceeds on the sale of stock, the appropriate
intermediary must report to the Internal Revenue Service and to the
14
stockholder the amount of the dividends or sale proceeds. Some
stockholders, including all corporations, are exempt from these rules.
In addition, a nonexempt stockholder is required to provide the
intermediary with certain identifying information. If this information is
not supplied, or if the intermediary knows or has reason to know that it is
not true, dividends or sale proceeds are subject to "backup withholding" at
a maximum rate of 31%. Backup withholding is not an additional tax, and the
stockholder may use the tax as a credit against the tax it otherwise owes.
LEGAL MATTERS
The validity of the shares of Johnson & Johnson common stock and
the enforceability of the Johnson & Johnson guarantees offered by this
prospectus have been passed upon by Joseph S. Orban, Esq., Associate
General Counsel, of Johnson & Johnson. Mr. Orban is paid a salary by
Johnson & Johnson, is a participant in various employee benefit plans
offered to employees of Johnson & Johnson generally and owns and has
options to purchase shares of Johnson & Johnson common stock.
EXPERTS
The supplemental consolidated financial statements as of December
31, 2000 and January 2, 2000 and for each of the three fiscal years in the
period ended December 31, 2000 of Johnson & Johnson and subsidiaries
incorporated in this prospectus by reference to the Johnson & Johnson
Current Report on Form 8-K filed on August 7, 2001, and the historical
consolidated financial statements and financial statement schedule of
Johnson & Johnson and subsidiaries as of December 31, 2000 and January 2,
2000, and for each of the three fiscal years in the period ended December
31, 2000, which are included in or incorporated by reference in the Johnson
& Johnson Annual Report on Form 10-K for the fiscal year ended December 31,
2000, which have also been incorporated by reference in this prospectus,
have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the
Securities and Exchange Commission to register resales of:
o the shares of the Johnson & Johnson common stock issuable upon
conversion of ALZA debentures held by certain selling
securityholders and
o the Johnson & Johnson guarantees of the ALZA debentures
associated with the ALZA debentures held by certain selling
securityholders.
This prospectus forms a part of that registration statement. As allowed by
Securities and Exchange Commission rules, this prospectus does not contain
all the information contained in the registration statement or in the
exhibits to the registration statement.
We are subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith file annual,
quarterly and special reports, proxy statements and other information with
the Securities and Exchange Commission. You may read and copy those
reports,
15
statements or other information at the Securities and Exchange Commission's
public reference rooms at the following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. These
Securities and Exchange Commission filings are also available to the public
from commercial document retrieval services and at the Internet world wide
web site maintained by the Securities and Exchange Commission at
"http://www.sec.gov." Reports, proxy statements and other information
concerning Johnson & Johnson may also be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, New York 10005.
The Securities and Exchange Commission allows us to "incorporate
by reference" information into this prospectus, which means that we can
disclose important information to you by referring you to other documents
filed separately with the Securities and Exchange Commission. The
information incorporated by reference is considered to be part of this
prospectus, except for any information superseded by information contained
directly in this prospectus or in later filed documents incorporated by
reference in this prospectus.
This prospectus incorporates by reference the documents set forth
below that we have previously filed with the Securities and Exchange
Commission. These documents contain important business and financial
information about Johnson & Johnson that is not included in or delivered
with this prospectus.
Johnson & Johnson Filings
(File No. 001-03215) Period or Date Filed
- -------------------- --------------------
Annual Report on Form 10-K................ Fiscal Year ended December 31, 2000,
as amended by Amendment No. 1
thereto filed on Form 10-K/A on
June 28, 2001
Quarterly Report on Form 10-Q............. Quarter ended April 1, 2001
Current Report on 8-K..................... Filed August 7, 2001
The Current Report on Form 8-K filed on August 7, 2001 contains
the supplemental audited consolidated financial statements of Johnson &
Johnson and subsidiaries as of December 31, 2000 and January 2, 2000 and
for each of the three fiscal years in the period ended December 31, 2000
and the unaudited supplemental condensed consolidated financial statements
of Johnson & Johnson and subsidiaries for the three months ended April 1,
2001 and April 2, 2000 which give retroactive effect to Johnson & Johnson's
merger with ALZA Corporation, which has been accounted for as a pooling of
interests.
We are also incorporating by reference additional documents that
we file before the termination of this offering. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
16
You can request a free copy of any or all of these documents,
other than the exhibits to those documents, unless those exhibits are
specifically incorporated by reference into these documents, by writing to
or calling the following address or telephone number:
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attention: Office of Corporate Secretary
Telephone: (732) 524-2455
You should rely only on the information contained or incorporated
by reference in this prospectus before deciding to purchase shares of
Johnson & Johnson common stock or the Johnson & Johnson guarantees being
offered by this prospectus. We have not authorized anyone to provide you
with information that is different from what is contained in this
prospectus. This prospectus is dated August 14, 2001. You should not assume
that the information contained in this prospectus is accurate as of any
date other than that date unless the information specifically indicates
that another date applies. If you are in a jurisdiction where it is
unlawful to offer to convert or sell or to ask for offers to convert or buy
the securities offered by this prospectus, or if you are a person to whom
it is unlawful to direct those activities, then the offer presented in this
prospectus does not extend to you.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference
contain "forward-looking statements" that anticipate results based on
management's plans that are subject to uncertainty. Forward-looking
statements do not relate strictly to historical or current facts and may be
identified by their use of words like "plans", "expects", "will",
"anticipates", "estimates" and other words of similar meaning. These
statements may address, among other things, Johnson & Johnson's strategy
for growth, product development, regulatory approvals, market position,
expenditures and financial results.
Forward-looking statements are based on current expectations of
future events. Johnson & Johnson cannot guarantee that any forward-looking
statement will be accurate, although Johnson & Johnson believes that it has
been reasonable in its expectations and assumptions. Investors should
realize that if underlying assumptions prove inaccurate or that unknown
risks or uncertainties materialize, actual results could differ materially
from our projections. Johnson & Johnson assumes no obligation to update any
forward-looking statements as a result of new information or future events
or developments.
Johnson & Johnson's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 contains, in Exhibit 99(b), a discussion of
various factors that could cause actual results to differ materially from
expectations. That Exhibit from the Form 10-K is incorporated in this
prospectus by reference. Johnson & Johnson notes these factors are
permitted by the Private Securities Litigation Reform Act of 1995.
Investors are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this prospectus or, in the
case of any document we incorporate by reference, the date of that
document. Investors also should understand that it is not possible to
predict or identify all such factors and should not consider this list to
be a complete statement of all potential risks and uncertainties.
17