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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 1994
Commission File Number 001-10109
BECKMAN INSTRUMENTS, INC.
2500 Harbor Boulevard, Fullerton, California 92634
(714) 871-4848 (Principal Executive Offices)
State of Incorporation: Delaware
I.R.S. Employer Identification No.: 95-104-0600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Common Stock, $.10 par value
Name of each exchange on which registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 ( ).
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 the
Form 10-K. ( )
Aggregate market value of voting stock held by non-affiliates of
the registrant as of January 27, 1995: $863,994,264.
Common Stock, $.10 par value, outstanding as of January 27, 1995:
29,041,824 shares.
Documents incorporated by reference in this report:
Documents incorporated Form 10-K part number
Annual Report to stockholders for
the fiscal year ended December 31, 1994 Part I and Part II
Proxy Statement for the 1995 Annual
Meeting of Stockholders to be held on
April 6, 1995 Part III
BECKMAN INSTRUMENTS, INC.
PART I
Item 1. Business
Beckman Instruments, Inc. ("Beckman" or "the Company") is one of the
world's leading manufacturers of instrument systems that make laboratories
more efficient by simplifying and automating biologically based processes.
The Company designs, manufactures, markets and services a broad range of
laboratory instrument systems, reagents and related products, which
customers typically use to conduct basic scientific research, new product
research and development or diagnostic analysis of patient samples. In
1994 about 60 percent of total sales were for diagnostic applications,
principally in hospital laboratories, while about 40 percent of sales were
for life science applications in universities, medical schools and research
institutes, or new product research and development in pharmaceutical and
biotechnology companies. About half of reported sales were to customers
outside the United States.
Background
The Company was founded in 1934 by Dr. Arnold O. Beckman to
manufacture analytical instruments and became a publicly traded corporation
in 1952, subsequently being listed on the New York Stock Exchange in 1955.
In 1968 the Company expanded its laboratory instrument focus to include
health care applications in clinical diagnostics. Beckman was acquired by
SmithKline Corporation to form SmithKline Beckman Corporation ("SmithKline
Beckman") in 1982 and the Company was operated as a wholly owned subsidiary
of SmithKline Beckman until November 4, 1988. At that time approximately
16% of Beckman's common stock was sold in a public offering and the stock
was listed on the New York Stock Exchange. On July 26, 1989, SmithKline
Beckman distributed the remainder of its Beckman common stock as a tax free
dividend to the stockholders of SmithKline Beckman. This was part of a
transaction involving the merger of SmithKline Beckman and Beecham Group
p.l.c., a public limited company organized under the laws of the United
Kingdom ("Beecham"). Since that time Beckman has operated as a fully
independent publicly owned company.
Simplification and Automation of Laboratory Processes
The Company's primary expertise and activity is the integration of
chemical, biological, engineering and software sciences into complete
systems that simplify and automate biologically focused laboratory
processes and the distribution and support of those systems around the
world. These laboratory processes can generally be grouped into four
categories:
Synthesis and Sample Preparation/Handling -
Synthesizing compounds useful in subsequent analysis
and scientific investigation or placing material into a
proper container, with necessary pretreatment,
dilution, measurement, weighing and identification.
Separation - Isolating materials of interest from
extraneous material or separating mixtures into
individual constituents, often in preparation for
subsequent processes.
Detection, Measurement and Characterization -
Determining the identity, structure, or quantity of
specific analytes (compounds or molecules of interest)
present in sample specimens.
Data Processing - Acquiring, reporting, analyzing,
archiving or calculating the results of laboratory
analysis.
Beckman's experience, knowledge and ability in simplifying and
automating these processes for biological laboratories forms a
technological continuum that extends across the Company. From this common
technical base comes a range of products that are configured to meet
specific needs of academic research, pharmaceutical and biotechnology
companies, hospitals and reference laboratories (large central laboratories
to which hospitals and physicians refer specialized tests). By serving
several customer groups with differing needs related through common
science, the Company has the opportunity to broadly apply its technology.
There is a corresponding scientific and technical continuum reflected
in customer laboratories. Virtually all new analytical methods and tests
originate in academic research in universities and medical schools. If the
utility of a new method or test is demonstrated by fundamental research, it
often will then be used by pharmaceutical investigators, biotechnology
companies, teaching hospitals or specialized clinical laboratories in an
investigatory mode. In some cases these new techniques eventually emerge
in routine, high volume clinical testing at hospitals and reference labs.
Generally instruments used at each stage from research to routine clinical
applications employ the same fundamental processes but may differ in
operating features such as number of tests performed per hour and degree of
automation.
Markets
Beckman's products facilitate a wide range of laboratory processes in
facilities concerned with cells, sub-cellular particles, biochemical
compounds and analysis of patient samples. In 1994 the worldwide market for
the types of products the Company provides was about $6 billion. Slightly
over half of this market was in clinical diagnostic applications, with the
remaining portion of the market in more general purpose life science
applications. Other similar or related product categories not currently
offered by the Company represent an additional market potential which is
estimated to be approximately $10 billion. The size and growth of markets
for the Company's products are influenced by technological innovation in
bioanalytical practice, government funding for basic and disease related
research (for example, heart disease, AIDS and cancer), research and
development spending by biotechnology and pharmaceutical companies, health
care spending and physician practice.
Products
The Company offers a wide range of instrument systems and related
products, including consumables, accessories, and support services, which
can be grouped into categories by type of laboratory process or
application:
Synthesis and Sample Preparation/Handling
Separation Processes
Detection, Measurement and Characterization
Data Processing
Automated General Chemistry for Clinical Diagnostics
Special Chemistry Applications for Clinical Diagnostics
PRODUCT SALES AS A PERCENT OF TOTAL PRODUCT SALES
FOR CATEGORIES REPRESENTING
MORE THAN 10 PERCENT OF SALES
1994 1993 1992
---- ---- ----
Separation Processes 28 27 28
Automated General Chemistry
for Clinical Diagnostics 40 40 39
Special Chemistry Applications
for Clinical Diagnostics 20 20 21
Synthesis and Sample Preparation/Handling
DNA Synthesizers
DNA synthesizers automate the process of making synthetic
oligonucleotides from organic chemicals. The Beckman Oligo 1000
significantly reduces the time required for synthesis and informs the user
of synthesis progress by providing reaction and reagents status throughout
the process. The Company recently introduced its new multi-column Oligo
1000M DNA Synthesizer for laboratories with high-volume oligonucleotide
needs. With its ultra fast chemistry and eight columns, the Oligo 1000M
produces high-quality oligonucleotides faster, more economically and more
conveniently than other DNA synthesizers. Designed for continuous
operation and ease of use, this is the first DNA synthesizer that is
practical for multi-user environments. Oligo systems sell in the $18,000
to $30,000 price range.
Robotic Workstations
The Biomek(R) automated laboratory workstations perform complex
operations involving liquids, including dispensing measured samples, adding
reagents, diluting, mixing and transferring small volumes between reaction
vessels. The systems handle multiple samples in parallel and may be
equipped with a photometer for detection purposes. In 1994 the Company
began shipping its second generation bio-robotics system, the Biomek(R)
2000 Laboratory Automation Workstation. Using the Biomek 2000 and the
easy-to-use Windows*-based BioWorks(TM) operating system, users can easily
program complex and repetitive tasks, including sample preparation for DNA
sequencing. Biomek systems range in price from $35,000 to over $80,000.
(*Windows is a trademark of Microsoft Corporation.)
Separation Processes
Centrifuges
Centrifuges separate liquid sample mixtures on the basis of density
(weight per unit volume) differences between the mixture's components.
Samples are put into tubes which are placed in rotors and spun at speeds
varying from a few thousand to 120,000 revolutions per minute ("rpm"). The
resulting centrifugal forces cause sample components to separate according
to their density.
Centrifuges are used for the nondestructive separation of protein and
DNA fractions, cellular components and other materials of interest in
modern biology and biotechnology. In addition to efficiency (low power
consumption), reliability and an environmentally friendly design (e.g.,
without freon) on many models, Beckman centrifuges are distinguished from
those of competitors by the wide variety of rotor designs available to meet
the precise needs of customer applications, including the separation of
blood cells from serum, an important use in clinical diagnostic
laboratories.
Beckman manufactures a broad line of centrifuges with varying speed
characteristics ranging from "low speed" (few thousand rpm) to "high speed"
(10,000 to 35,000 rpm) to "ultracentrifuges" (35,000 to 120,000 rpm) and
sample capacities ranging from microliters (one millionth of a liter) to
liters. The Avanti(TM) J-25 Centrifuge System, recently introduced by the
Company, provides a revolutionary high-torque drive system which
accelerates and brakes in half the time of conventional high-speed drives
and delivers higher speeds and g-forces with larger volumes. The Avanti J-
25 is ideal for a broad range of applications and features easy run set-up
and a compact, ergonomic design. Prices of the Company's centrifuges vary
from about $2,000 for a small low speed centrifuge to over $50,000 for an
ultracentrifuge and over $100,000 for an analytical ultracentrifuge.
High Performance Liquid Chromatographs ("HPLC")
HPLC systems rely upon the difference in the rates of passage of the
components in a chemical mixture through a tubular column filled with
chemically active material. HPLC systems are powerful separation devices
for biologically active compounds, since they are generally non-
destructive, sensitive and capable of resolving very complex mixtures of
similar compounds. The System Gold(R) HPLC manufactured by Beckman, which
is designed to be particularly useful in life sciences laboratories,
consists of several instrument modules that are used in various
combinations, consumables, accessories and software tailored to specific
applications, such as drug metabolism assays. Introduced in 1994 for use
in quality control laboratories, the System Gold(R) Nouveau HPLC offers a
variety of configurations for a wide range of applications. Beckman's HPLC
systems typically sell for $20,000 to $55,000.
Protein Sequencers
Beckman manufactures and sells protein sequencer systems and related
chemicals. Protein sequencing is used to determine the primary structure,
i.e., the amino acid sequence, of a protein. Protein sequencer systems
sell in the range of $90,000 to $130,000.
Electrophoresis
Electrophoresis systems separate mixtures of proteins, DNA, and other
molecules principally on the basis of differences in mass and electrical
charge. The P/ACE(TM) capillary electrophoresis product line represents a
powerful extension of electrophoresis technology by combining the speed of
traditional electrophoresis with the discrimination powers of
chromatography.The result is an automated system for high speed, high
sensitivity separation of proteins, nucleic acids and other biological
materials. P/ACE systems typically sell for $40,000 to $60,000.
Detection and Measurement
Spectrophotometer Systems
Spectrophotometers detect and measure the presence of compounds in
liquid mixtures by sensing the absorption of specific wavelengths of light
as that light passes through the sample. Some Beckman spectrophotometers
have the capability of measuring changes in absorption during biological
reactions. These spectrophotometers, in conjunction with Beckman software,
automatically control the time, temperature and wavelength of the
measurement while computing and recording the results of the experiment.
Depending on the specific model, accessories or software, Beckman
spectrophotometers sell in the $9,000 to $25,000 range.
Nuclear Counters
Radioactive "labeling," which is the substitution or addition of a
radioactive atom into a compound of interest, is a powerful and accepted
method for tracing the path of a biochemical in a living system. A labeled
compound which is fed to or injected into a test animal or plant can then
be traced to specific tissue or waste product by detecting the presence of
the radioactive label. Scintillation counters can be used for this
purpose. Beckman scintillation counters are distinguished by sophisticated
software and system features that combine accurate measurement with user
convenience. They typically sell in the $15,000 to $30,000 range.
Data Processing
In addition to the software associated directly with Beckman's
instrument systems, the Company produces computer software programs to aid
in the data processing functions of analytical laboratories. These systems
control laboratory instruments, direct data acquisition from the
instruments, and compute, store and report the results in formats needed
for internal purposes and satisfaction of regulatory requirements.
Beckman's data management systems are characterized by several features,
including the capability to operate on a variety of manufacturers'
computers and applications flexibility which lets customers configure the
system to meet their individual needs. These systems vary greatly in cost
depending upon the customer's requirements, but typically range from
$50,000 to $250,000.
Automated General Chemistry for Clinical Diagnostics
Automated general chemistry systems automatically detect and quantify
various chemical substances of clinical interest (analytes) in human blood,
urine and other body fluids. Beckman offers several general chemistry
systems with a range of capabilities to meet specific customer
requirements, principally for use in medium to large hospital laboratories,
but also with some application in reference laboratories.
SYNCHRON(R) Systems
The Company's SYNCHRON(R) line of automated general chemistry systems
is a family of modular automated diagnostic instruments and the reagents,
standards and other consumable products required to perform commonly
requested diagnostic tests. The SYNCHRON analyzer series includes the
SYNCHRON AS(R) system, originally introduced as the ASTRA(R), which is an
automated "stat" (immediate test) routine multi-channel analyzer. The
original system, since extended, determines the concentration of eight of
the most commonly measured analytes.
In response to changes in reimbursement policies for hospitals and
clinical laboratories, which required them to be more efficient, the
Company developed a newer series of instrument systems, the SYNCHRON CX(R)
line. The SYNCHRON CX systems have been designed as compatible modules
which may be used independently or in various combinations with each other,
to meet the specific needs of individual customers. The smallest of these
modules, the SYNCHRON CX3 analyzer, is an upgrade of the ASTRA analyzer
offering improved software, easier operation and reduced reagent
consumption. The SYNCHRON CX(R)3 DELTA, introduced in 1994, is an
extension of the original CX(R)3 that adds computer enhanced software
features including positive sample identification and up to nine "on-board"
chemistries.
The SYNCHRON CX(R)4CE, CX5CE, and CX7 are computer enhanced models
offering bi-directional communications with laboratory information systems.
The SYNCHRON series will be further extended with the 1995 introduction of
the SYNCHRON CX4 DELTA, CX5 DELTA and CX7 DELTA. These models offer
industry leading, innovative software features to enhance laboratory
productivity and a menu of over 65 different types of tests. The extensive
menu includes immunoproteins, therapeutic drugs, drugs of abuse, and a
complete listing of general chemistries. SYNCHRON systems range in price
from $49,000 to $185,000 and are sold principally based on their ability to
improve laboratory efficiency.
Other Automated Clinical Chemistry Products
The Company has a family of electrolyte analyzers that provide
automated analysis of patient electrolyte concentrations such as sodium,
potassium, and chloride. These analyzers include the LABLYTE(R) and
SYNCHRON EL-ISE(R) series and range in price from $6,000 to $20,000.
Beckman also offers a family of low cost instruments that perform manual
analyses of glucose, blood urea nitrogen and creatinine.
Special Chemistry Applications For Clinical Diagnostics
Immunochemistry Systems
The Array(R) 360 Protein and Therapeutic Drug Monitoring Systems
combine automated instrumentation and advanced software that significantly
enhance the efficiency of protein and drug analysis. The Array provides
automated random access testing which allows the operator to mix samples at
random, eliminating the need to run identical analytes in batches. At the
customer's option, it can incorporate a computer enhancement that allows
automatic reading of bar-coded sample tubes for positive sample
identification and bi-directional communication with the laboratory's
information system. Array systems sell in the $45,000 to $55,000 price
range.
Electrophoresis For Clinical Diagnostics
The Appraise(R) densitometer and the Paragon(R) Electrophoresis
Systems allow the Company to offer a full range of electrophoresis products
that provide specialized protein analysis for clinical laboratories.
Paragon reagent kits are used in the diagnosis of diabetes, cardiac, liver
and other diseases. The Appraise densitometer can be used in conjunction
with Paragon kits. It ranges in price from $17,000 to $24,000.
Other Special Chemistry Products
The Company also produces a series of single use, self-contained
diagnostic test "kits" for use in physicians' offices and group practices.
For example, the Hemoccult(R) disposable fecal occult blood testing kit is
used in the diagnosis of gastrointestinal disease. In 1994 the Company
introduced the FlexSure(TM) HP test kit, a test used as an aid in the
diagnosis of H.pylori infection which is associated with several
gastrointestinal diseases.
Competition
The markets for the Company's products are highly competitive, with
hundreds of companies participating in one or more portions of the market.
There are a number of competitors which sell both life sciences and
diagnostic products, including the Hitachi Ltd./ Boehringer Mannheim GmbH
collaboration, E.I. du Pont de Nemours & Co. Inc., Bio-Rad Laboratories,
Inc. and LKB Pharmacia AB. Additional competitors focused more directly on
life sciences include Hewlett-Packard Co. and The Perkin-Elmer Corporation.
Additional competitors in the clinical laboratory market include Abbott
Laboratories, Hoechst Corporation (Behring Diagnostics Division), Johnson &
Johnson, Inc. and Bayer Diagnostics. Competitors include divisions or
subsidiaries of corporations with substantial resources. In addition the
Company competes with several companies that sell reagents for laboratory
instruments that are manufactured by Beckman and others.
The Company competes primarily on the basis of improved laboratory
productivity, product quality and technology, service and price.
Discounting is used as a competitive tool when necessary. Management
believes that its extensive installed instrument base provides the Company
with a competitive advantage in obtaining both instrument and after-market
follow-on business.
Research, Development and Engineering
The Company's new products originate from four sources: internal
research, development and engineering ("RD&E") programs; external
collaborative efforts with individuals in academic institutions and
technology companies; devices or techniques that are generated in
customers' laboratories; and business acquisitions. The Company's RD&E
teams are skilled in optics, chemistry, electronics, mechanical and other
engineering disciplines and software, in addition to a broad range of
biological and chemical sciences. Research studies are usually conducted
in conjunction with individuals in academic institutions or other outside
scientists. Development programs focus on production of new generations of
existing product lines, such as the SYNCHRON(R) analyzers, as well as new
product categories not currently offered by the Company. Other areas of
pursuit include innovative approaches to immunochemistry, molecular biology
and advanced electrophoresis technologies, such as capillary
electrophoresis.
The Company's RD&E expenditures for fiscal years 1994, 1993, and 1992
were $91.5 million, $93.3 million and $85.9 million respectively.
Management intends to maintain the present level of the Company's
investment in RD&E spending.
Sales and Service
The Company has sales in over 120 countries and maintains its own
marketing, service and sales forces throughout the world. While nearly all
of the Company's products are distributed by Beckman sales groups
throughout the world, the Company employs independent distributors to serve
those markets that are more efficiently reached through such channels.
Beckman's sales force is technically educated and trained in the operation
and application of the Company's products. The sales force is supported by
a staff of scientists and technical specialists in each product line and in
each major scientific discipline served by the Company's products. In
addition to direct sales of its instruments, the Company leases certain
instruments, principally those sold for clinical diagnostic applications in
hospitals.
Beckman provides accessory products, consumables and service for its
instruments worldwide. Service offices and inventory depots are associated
with sales offices, subsidiaries and dealer locations. The Company
considers its reputation for service responsiveness and competence to be an
important competitive asset.
Patents and Trademarks
To complement and protect the innovations created by the Company's
RD&E efforts, the Company has an active patent protection program which
includes more than 600 active U.S. patents and patent applications. The
Company also files important corresponding applications in principal
foreign countries. The Company has taken an aggressive posture in
protecting its patent rights; however, no one patent is considered
essential to the success of the business.
The Company's primary trademark is "Beckman", with the trade name also
being Beckman or Beckman Instruments, Inc. The Company vigorously protects
its primary trademark, which is used on the Company's products and is
recognized throughout the worldwide scientific and diagnostic community.
The Company owns and uses secondary trademarks on various products, but
none of these secondary trademarks is considered of primary importance to
the business.
Government Regulations
Certain of the Company's products are subject to regulations of the
U.S. Food and Drug Administration (the "FDA") which require such products
to be manufactured in accordance with "good manufacturing practices". Such
laws and regulations also require that such products be safe and effective
and that the labeling of those products conform with specific requirements.
Testing is conducted to demonstrate performance claims and to provide other
necessary assurances. Clinical systems and reagents must be reviewed by
the FDA before sale and, in some instances, are subject to product
standards, other special controls or a formal FDA premarket approval
process. New federal regulations under the Clinical Laboratory Improvement
Amendments of 1988 will require FDA review and approval of quality
assurance protocols for the Company's clinical reagent products.
Originally scheduled for implementation in 1994, implementation is now
scheduled for September, 1996. While adding to the overall regulatory
review process, this is not expected to materially affect the sale of the
Company's products. Certain of the Company's products are subject to
comparable regulations in other countries as well.
In January 1993 the member states of the European Union (EU) began
implementation of their plan for a new unified EU market with reduced trade
barriers and harmonized regulations. The EU adopted a significant
international quality standard, the International Organization for
Standardization Series 9000 Quality Standards ("ISO 9000"). The Company's
manufacturing operations in its Brea, Carlsbad, Fullerton, Palo Alto and
Porterville, California; Allendale, New Jersey; Sharon Hill, Pennsylvania;
Naguabo, Puerto Rico and Galway, Ireland facilities have been certified as
complying with the requirements of ISO 9000. Many of the Company's
international sales subsidiaries have also been certified, including those
located in Australia, Canada, France, Germany, Italy, The Netherlands,
Singapore, South Africa, Spain, Sweden, Switzerland and the United Kingdom.
The design of the Company's products and the potential market for
their use may be directly or indirectly affected by U.S. and foreign
regulations concerning reimbursement for clinical testing services. The
configuration of new products, such as the SYNCHRON(R) series of clinical
analyzers, reflects the Company's response to the changes in hospital
capital spending patterns such as those engendered by the Medicare
Diagnostic Related Groups ("DRGs"). Under the DRG system, a hospital is
reimbursed a fixed sum for the services rendered in treating a patient,
regardless of the actual cost of the services provided.
Prior to the U.S. Government fiscal year which began October 1, 1991,
inpatient capital costs incurred by a hospital were an exception to the DRG
system and were reimbursed, to the extent of Medicare utilization, through
a supplement to the DRG payment known as "capital cost pass-through."
Effective October 1, 1991, the capital cost payment provisions of the
Medicare Prospective Payment System were changed to provide for the
transition from a "pass-through" payment methodology to a "prospective DRG
based capital payment" methodology for all inpatient capital related costs
incurred by a hospital.
Under this new payment methodology, "low capital costs" hospitals are
expected to receive greater capital payments from Medicare than they would
have had they remained under the prior capital payment system. "High
capital costs" hospitals are paid under a "hold harmless" payment
methodology which assures the hospital of certain minimum payment levels
for historical capital costs and new capital costs during the ten year
transition period to a "fully prospective" payment system for inpatient
capital costs.
To date, the Company has not experienced, and does not expect to
experience in the future, any material financial impact from the change in
Medicare's payment for inpatient capital costs.
The current health care reform efforts in the United States and in
some foreign countries are expected to further alter the methods and
financial aspects of doing business in the health care field. The Company
is closely following these developments so that it may position itself to
take advantage of them. However, the Company cannot predict the effect on
its business of these reforms should they occur nor of any other future
government regulation.
Environmental Matters
The Company is subject to federal, state, local and foreign
environmental laws and regulations. The Company believes that its
operations comply in all material respects with applicable federal, state,
and local environmental laws and regulations. Although the Company
continues to make expenditures for environmental protection, it does not
anticipate any significant expenditures in order to comply with such laws
and regulations which would have a material impact on the Company's
operations or financial position.
In 1983 the Company discovered organic chemicals in the groundwater
near a waste storage pond at a Company facility in Porterville, California.
SmithKline Beckman, the Company's former controlling stockholder, agreed to
indemnify the Company with respect to this matter for any costs incurred by
the Company in excess of applicable insurance, eliminating any impact on
the Company's earnings or financial position. SmithKline Beecham p.l.c.,
the surviving entity of the 1989 merger between SmithKline Beckman and
Beecham, assumed the obligations of SmithKline Beckman in this respect.
In 1984 the Company sold approximately 40 acres of land in Irvine,
California to The Prudential Insurance Company of America ("Prudential").
In 1988 the Company was sued by Prudential in U.S. District Court in
California for recovery of costs and other alleged damages with respect to
soil and groundwater contamination allegedly caused by operations on the
property. In 1990 the Company entered into an agreement with Prudential
for settlement of the lawsuit and for sharing current and future costs of
investigation, remediation and other claims. Prudential has since sold the
property to Mola Development Corporation which subsequently sold a portion
of the property to F.C. Irvine, Inc., each local property developers. This
has resulted in additional litigation against the Company and Prudential.
See "Legal Proceedings" herein.
Investigations conducted on the property have determined that soil and
groundwater remediation is required and such remediation is underway.
During 1994 the County formally acknowledged completion of remediation of a
major portion of the soil, although there remain other areas of soil
contamination that may require further remediation. The Company also
operated a groundwater treatment system throughout 1994. The Company
believes that it has established adequate reserves for remediation of any
remaining soil contamination, operation and maintenance of the groundwater
treatment system and any necessary additional groundwater investigations.
Investigations on the property are continuing and there can be no
assurance that further investigation will not reveal additional
contamination or result in additional costs. The Company believes that
additional remediation costs, if any, beyond those already provided for the
contamination discovered by the current investigations will not have a
material adverse effect on the Company's operations or financial position.
Employee Relations
The Company and its subsidiaries presently employ approximately 5,900
persons throughout the world, including approximately 4,200 in the United
States. The Company considers that its relations with its employees are
generally good.
Geographic Area Information
Information with respect to the above-captioned item is incorporated
by reference to Note 12 Business Segment Information of the Company's
Annual Report to Stockholders for the year ended December 31, 1994.
Item 2. Properties
The Company's primary instrument assembly and manufacturing facilities
are located in Fullerton, Brea, and Palo Alto, California. Central
manufacturing support facilities for parts and electronic subassemblies are
located in Porterville, California. An additional manufacturing facility
is located in Galway, Ireland. Reagents are manufactured in Carlsbad,
California, Naguabo, Puerto Rico, and Galway, Ireland. The Company's
computer software products business is located in Allendale, New Jersey.
The Company's facility for the production of Hemoccult(R) test kits and
related products is located in Sharon Hill, Pennsylvania.
All U.S. manufacturing facilities, including land and buildings, are
owned by the Company with the exception of Allendale and Sharon Hill which
are leased facilities, and Palo Alto, where the Company has built and owns
its buildings on a long-term land lease expiring in 2054. All
manufacturing facilities outside the U.S. are leased. The central
production facilities for the Company also include plastics fabrication and
machine shop capabilities in Fullerton to serve the entire Company. This
facility, in conjunction with electronic subassembly work done in
Porterville, supplies the primary parts and subassemblies for the
instrument systems to the various instrument assembly locations in
California. The Company's principal distribution locations are in Brea and
Fullerton, California, Somerset, New Jersey and Frankfurt, Germany. In
1994 the Company established a European administration center at a facility
in Nyon, Switzerland.
The Company believes that its production facilities meet applicable
government environmental, health and safety regulations, and industry
standards for maintenance, and that its facilities in general are adequate
for its current business.
Item 3. Legal Proceedings
As previously reported, in 1991 Forest City Properties Corporation and
F.C. Irvine, Inc. (collectively, "Forest City"), current owners and
developers of a portion of the same real property in Irvine referred to
under the caption "Environmental Matters" herein, filed suit against
Prudential in the California Superior Court for the County of Los Angeles,
alleging breach of contract and damages caused by the pollution of the
property. Forest City originally sought damages of more than $20 million
but recently increased its demand to $40 million. Forest City also seeks
additional remediation of the property. Although the Company is not a
named defendant in the Forest City action, it is obligated to contribute to
any resolution of that action pursuant to the Company's 1990 settlement
agreement with Prudential. See "Environmental Matters" herein. The trial
of this matter is scheduled to begin February 14, 1995. The Company has
established a reserve for the resolution of this lawsuit. Although the
outcome of litigation cannot be predicted with certainty, the Company
believes that any additional liability beyond that provided for will not
have a material adverse effect on the Company's operations or financial
position.
As previously reported, in September 1994 Prudential, Forest City and
a number of other defendants, not including the Company, were sued by one
of the tenants of the apartment houses built by Forest City on the above
mentioned property in Irvine, California. The complaint, filed in the
California Superior Court for the County of Orange as Etezadi v. Prudential
Insurance Company, et. al., seeks damages for alleged personal injury,
emotional distress, lost earnings, and medical expenses, as well as
punitive and other damages (no dollar amount is specified) in connection
with alleged soil and groundwater contamination of the Irvine property.
Although the Company is not a named defendant at this time, the Company is
obligated to contribute to any resolution of this lawsuit. The Company
believes that any liability resulting from this lawsuit will not have a
material adverse effect on the Company's operations or financial position.
As previously reported, since 1992 four toxic tort lawsuits* have been
filed in Maricopa County Superior Court, Arizona by a number of residents
of the Phoenix/Scottsdale area against the Company and a number of other
defendants, including Motorola, Inc., Siemens Corporation, the cities of
Phoenix and Scottsdale, and others. The Company is indemnified by
SmithKline Beecham p.l.c., the successor of its former controlling
stockholder, for any costs incurred in these matters in excess of
applicable insurance, and thus the outcome of these litigations, even if
unfavorable to the Company, should have no effect on the Company's earnings
or financial position. The lawsuits seek damages for alleged personal
injury, emotional distress, lost earnings and medical expenses, as well as
punitive and other damages (no dollar amount is specified) in connection
with alleged groundwater contamination in an area in Scottsdale, Arizona
close to a former Company manufacturing facility. The suits are currently
in the discovery phase and a trial date has not been scheduled for any of
them. In one of the cases, Baker v. Motorola, Inc. et al, the Court in
1994 certified two classes of plaintiffs, one for property damage claims
and another for medical monitoring claims. This is a significant
development which will substantially increase the number of claimants. The
Company is vigorously defending all of the suits which it believes are
without merit.
* Baker v. Motorola, Inc. et al (filed February 1992),
Lofgren v. Motorola, Inc. et al (filed April 1993),
Betancourt v. Motorola, Inc. et al (filed July 1993) and Ford
v. Motorola, Inc. et al (filed June 1994).
As previously reported, the public prosecutor in Palermo (Sicily),
Italy is investigating the activities of officials at a local government
hospital and laboratory. In addition to staff members in charge of the
laboratory for the Palermo hospital, a number of representatives of the
principal worldwide companies marketing diagnostic equipment in Italy were
taken into temporary custody for questioning as part of the investigation.
Included were three employees of the Company's Italian subsidiary (the
"Subsidiary"). The investigation, which is still underway, also obtained
documents from the Subsidiary and from other major diagnostic companies.
The inquiry of the Subsidiary focuses on past leasing practices for
placement of diagnostic equipment which were common industrywide practices
throughout Italy, but now are alleged to be improper. Criminal accusations
could possibly be made against individuals at the Subsidiary; however, no
formal charges have been issued by the Palermo prosecutor. Recently, new
inquiries to the Subsidiary have been initiated by the prosecutor from the
region of Florence.
Although no criminal action would be brought against the Subsidiary,
it could be liable with respect to any civil action for damages caused by
the alleged improper conduct of the individuals. It will not be feasible
to evaluate the likelihood of any criminal conviction or civil liability
until the Palermo prosecutor reveals the evidence which allegedly supports
the possible accusations. Although it is very difficult to evaluate the
political climate in Italy and the activities of the Italian public
prosecutors, at the present time the Company does not expect this matter to
have a material adverse effect on its operations or financial position.
In addition, the Company and its subsidiaries are involved in a number
of lawsuits which the Company considers ordinary and routine in view of its
size and the nature of its business. The Company does not believe that any
ultimate liability resulting from any such lawsuits will have a material
adverse effect on the operations or financial position of the Company. See
also "Environmental Matters" herein.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of stockholders during the fourth
quarter of the fiscal year covered by this report.
Executive Officers of the Company
The following is a list of the executive officers of the Company as of
February 7, 1995, showing their ages, present positions and offices with
the Company and their business experience during the past five or more
years. Officers are elected by the Board of Directors and serve until the
next annual Organization Meeting of the Board. Officers may be removed by
the Board at will. There are no family relationships among any of the
named individuals, and no individual was selected as an officer pursuant to
any arrangement or understanding with any other person.
Louis T. Rosso, 61, Chairman of Mr. Rosso was named Chairman
the Boad and Chief Executive of the Board of the Company in
Officer 1989, was named Chief
Executive Officer in 1988 and
was its President from 1982
until 1993. He also served as
a Vice President of SmithKline
Beckman from 1982 to 1989.
Mr. Rosso first joined the
Company in 1959 and was named
Corporate Vice President in
1974. He is a director of
Allergan, Inc. and is a member
of the Board of Trustees of
St. Jude Heritage Foundation
in Fullerton, California and
of Harvey Mudd College. Mr.
Rosso has been a director of
the Company since 1988.
John P. Wareham, 53, Director, Mr. Wareham was named
President, and Chief Operating President and Chief Operating
Officer Officer of the Company
effective October 15, 1993.
On December 1, 1993 he was
elected to the Board of
Directors. Mr. Wareham joined
the Company in 1984 as Vice
President, Diagnostic Systems
Group and served in that
capacity until his appointment
as President. Prior thereto
he had been President of
Norden Laboratories, Inc., a
wholly owned subsidiary of
SmithKline Beckman engaged in
developing, manufacturing and
marketing veterinary products.
Mr. Wareham first joined
SmithKline Beckman in 1968.
He is a director of the Little
Rapids Corporation and The
John Henry Foundation.
Michael T. O'Neill, 54, Senior Mr. O'Neill was named Senior
Vice President, Commercial Vice President, Commercial
Operations Operations of the Company
effective October 15, 1993.
He had been Vice President,
Bioanalytical Systems Group
since 1989. Prior thereto he
had been Vice President,
International Operations for
the Bioanalytical systems
Group since 1985. Mr. O'Neill
first joined the Company in
1973.
Dennis K. Wilson, 59, Vice Mr. Wilson was named Vice
President, Finance and Chief President, Finance and Chief
Financial Officer Financial Officer of the
Company effective December 24,
1993. He was Vice President,
Treasurer of the Company from
1989 until his current
appointment. Prior thereto he
had been Vice President,
Corporate Accounting and
Assistant Controller of
SmithKline Beckman since 1984.
Mr. Wilson first joined the
Company in 1969.
James T. Glover, 44, Vice Mr. Glover was appointed to
President and Controller his present position as Vice
President and Controller of
the Company in May 1993.
From 1989 until assuming his
current position, he was Vice
President, Controller -
Diagnostic Systems Group. Mr.
Glover joined the Company in
1983 and prior to that held
management positions with KPMG
Peat Marwick and R.J.
Reynolds, Inc.
William H. May, 52, Vice Mr. May has been General
President, General Counsel and Counsel and Secretary of the
Secretary Company since 1984 and has
been Vice President, General
Counsel and Secretary of the
Company since 1985. Mr. May
first joined the Company in
1976.
Richard K. Sears, 62, Vice Mr. Sears has been Vice
President, Human Resources President, Human Resources of
the Company since 1991. Prior
thereto he had been President
of Haiku/Hawaii, a building
material and development
company, from 1989 to 1990.
Before that he was Vice
President - Corporate
Administration of the Irvine
Company of Newport Beach,
California, a major California
real estate developer, from
1984 to 1987, and served as
the principal of his own
consulting practice in the
field of planning and general
management from 1987 to 1989.
Mr. Sears originally joined
the Company in 1955 when he
served in a number of
administrative and management
positions for a period of 14
years.
Bruce A. Tatarian, 46, Vice Mr. Tatarian was named Vice
President, Bioresearch President, Bioresearch
Commercial Operations Commercial Operations
International International of the Company
effective January 1, 1994. He
was Vice President, Marketing
Operations for the
Bioanalytical Systems Group
from 1991 until his current
appointment. Prior thereto he
had been Vice President -
Manager, Analytical Business
Unit from 1990 to 1991. He
rejoined the Company in 1989
as Director of Product
Planning and Technical
Assessment of the
Bioanalytical Systems Group.
Mr. Tatarian originally joined
the Company in 1973 when he
served in a number of
marketing positions for a
period of ten years.
Arthur A. Torrellas, 64, Vice Mr. Torrellas was named Vice
President, Diagnostic President, Diagnostic
Commercial Operations Commercial Operations of the
Company effective January 1,
1994. He had been Vice
President, International
Operations for the Diagnostic
Systems Group since 1985. Mr.
Torrellas first joined the
Company in 1977.
Albert R. Ziegler, 56, Vice Mr. Ziegler was named Vice
President, Diagnostics President, Diagnostics
Development Center Development Center of the
Company effective January 1,
1994. He joined the Company
in 1986 as Vice President,
North America Operations for
the Diagnostic Systems Group.
Prior thereto he had been
President of Branson
Ultrasonics Corporation, a
manufacturer of industrial
ultrasound instruments and a
subsidiary of SmithKline
Beckman until the divestiture
of SmithKline Beckman's
industrial instruments
businesses in 1984. Mr.
Ziegler first joined
SmithKline Beckman in 1971.
Paul Glyer, 38, Treasurer Mr. Glyer was named Treasurer
of the Company effective
December 24, 1993. He served
as Assistant Treasurer since
1989 when he first joined the
Company.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
Information with respect to the above-captioned Item is incorporated
herein by reference to the sections entitled "Stock Exchanges and Prices"
and "Dividends" of the Company's Annual Report to Stockholders for the year
ended December 31, 1994. During 1994 the Company paid four consecutive
quarterly dividends of $.10 per share of common stock, for a total of $.40
per share for the year. During 1993 the Company paid four consecutive
quarterly dividends of $.09 per share of common stock, for a total of $.36
per share for the year. Information with respect to dividend restrictions
is incorporated by reference to Note 5 Debt of the "NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS" of the Company's Annual Report to Stockholders for
the year ended December 31, 1994. In addition, as of January 27, 1995,
there were approximately 10,115 holders of record of the Company's common
stock.
Item 6. Selected Financial Data
Information with respect to the above-captioned Item is incorporated
herein by reference to the section entitled "FIVE-YEAR FINANCIAL AND
STATISTICAL DATA" of the Company's Annual Report to Stockholders for the
year ended December 31, 1994.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information with respect to the above-captioned Item is incorporated
herein by reference to the section entitled "FINANCIAL REVIEW" of the
Company's Annual Report to Stockholders for the year ended December 31,
1994.
Item 8. Financial Statements and Supplementary Data
Information with respect to the above-captioned Item is incorporated
herein by reference to the consolidated financial statements, including all
the notes thereto, and the sections entitled "REPORT BY MANAGEMENT",
"INDEPENDENT AUDITORS' REPORT" and "QUARTERLY DATA (UNAUDITED)" of the
Company's Annual Report to Stockholders for the year ended December 31,
1994.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors - The information with respect to directors required by this
Item is incorporated herein by reference to those parts of the Company's
Proxy Statement for the Annual Meeting of Stockholders to be held April 6,
1995 entitled "ELECTION OF DIRECTORS" and "BOARD OF DIRECTORS INFORMATION."
Executive Officers - The information with respect to executive
officers required by this Item is set forth in Part I of this report.
Item 11. Executive Compensation
The information with respect to executive compensation required by
this Item is incorporated by reference to that part of the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held April 6, 1995
entitled "EXECUTIVE COMPENSATION."
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information with respect to security ownership required by this
Item is incorporated by reference to that part of the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held April 6, 1995
entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
Item 13. Certain Relationships and Related Transactions
The information with respect to certain relationships and related
transactions required by this Item is incorporated by reference to that
part of the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held April 6, 1995 entitled "BOARD OF DIRECTORS
INFORMATION, Compensation Committee Interlocks and Insider Participation."
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1), (a)(2) Financial Statements and Financial Statement
Schedules
The financial statements and financial statement schedules filed as
part of the report are incorporated by reference in the "INDEX OF FINANCIAL
STATEMENTS AND SCHEDULES" following this Part IV.
(a)(3) Exhibits
Management contracts and compensatory plans or
arrangements are identified by *.
3.1 Third Restated Certificate of Incorporation of the
Company, June 5, 1992 (incorporated by reference to
Exhibit 3.1 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1992, File No. 001-10109).
3.2 Amended and Restated By-Laws of the Company, as of November
30, 1994.
4.1 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit 4.1 of Amendment No.1 to the Company's
Form S-1 registration statement, File No. 33-24572).
4.2 Rights Agreement between the Company and Morgan Shareholder
Services Trust Company, as Rights Agent, dated as of March
28, 1989 (incorporated by reference to Exhibit 4 of the
Company's current report on Form 8-K filed with the
Securities and Exchange Commission on April 25, 1989, File
No. 1-10109).
4.3 First amendment to the Rights Agreement dated as of March
28, 1989 between the Company and First Chicago Trust Company
of New York (formerly Morgan Shareholder Services Trust
Company), as Rights Agent, dated as of June 24, 1992
(incorporated by reference to Exhibit 1 of the Company's
current report on Form 8-K filed with the Securities and
Exchange Commission on July 2, 1992, File No. 001-10109).
4.4 Amendment 1993-1 to the Company's Savings and Investment
Plan, adopted November 3, 1993, filed in connection with the
Form S-8 Registration Statement filed with the Securities
and Exchange Commission on September 1, 1992, File No. 33-
51506 (incorporated by reference to Exhibit 4 of the
Company's Quarterly Report to the Securities and Exchange
Commission on Form 10-Q for the quarterly period ended March
31, 1994, File No. 001-10109).
10.1 Revolving Credit Agreement, dated as of September 26, 1994,
among the Company, the lenders named therein and Citicorp
USA, Inc. as Agent (incorporated by reference to Exhibit
10.1 of the Company's Quarterly Report to the Securities
and Exchange Commission on Form 10-Q for the quarterly
period ended September 30, 1994, File No. 001-10109).
10.2 Revolving Credit Agreement, dated as of July 2, 1992, among
the Company, the lenders named therein and Citicorp USA,
Inc. as Agent (incorporated by reference to Exhibit 10.16 of
the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December
31, 1992, File No. 001-10109).
10.3 First Amendment to Revolving Credit Agreement, dated as of
December 31, 1993, among the Company, the lenders named
therein and Citicorp USA, Inc. as Agent (incorporated by
reference to Exhibit 10.13 of the Company's Annual Report to
the Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1993, File No. 001-10109).
10.4 Note Agreement, dated as of February 5, 1993, among the
Company, Nationwide Life Insurance Company and three other
insurance companies named therein (incorporated by reference
to Exhibit 10.17 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1992, File No. 001-10109).
10.5 Line of Credit Promissory Note in favor of Mellon Bank,
N.A., dated as of October 6, 1993 (incorporated by reference
to Exhibit 10.21 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1992, File No. 001-10109).
10.6 Loan Agreement (Multiple Advance), dated September 30, 1993,
between Beckman Instruments (Japan) Limited and the
Industrial Bank of Japan, Limited (English translation,
including certification as to accuracy; original document
executed in Japanese) (incorporated by reference to Exhibit
10.21 of the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year ended
December 31, 1993, File No. 001-10109).
10.7 Term Loan Agreement, dated as of September 30, 1993, between
Beckman Instruments (Japan) Limited and Citibank, N.A.,
Tokyo Branch (incorporated by reference to Exhibit 10.22 of
the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December
31, 1993, File No. 001-10109).
10.8 Term Loan Agreement, dated as of December 9, 1993, between
Beckman Instruments (Japan) Limited and The Dai-Ichi Kangyo
Bank Limited (English translation, including certification
as to accuracy; original document executed in Japanese)
(incorporated by reference to Exhibit 10.23 of the Company's
Annual Report to the Securities and Exchange Commission on
Form 10-K for the fiscal year ended December 31, 1993, File
No. 001-10109).
10.9 Trust Agreement between the Company and Mellon Bank, N.A. as
Trustee, for the benefit of Participating Employees, dated
as of January 31, 1993 (incorporated by reference to Exhibit
10.22 of the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year ended
December 31, 1992, File No. 001-10109).
* 10.10 The Company's Executive Incentive Plan, adopted by the
Company in 1994 (incorporated by reference to Exhibit 10 of
the Company's Quarterly Report to the Securities and
Exchange Commission on Form 10-Q for the quarterly period
ended June 30, 1994, File No. 001-10109).
* 10.11 Supplement to the Company's Executive Incentive Plan,
adopted by the Company in 1994: Company Memorandum, FY 94
Incentive Plans, May 11, 1994 (incorporated by reference to
Exhibit 10.2 of the Company's Quarterly Report to the
Securities and Exchange Commission on Form 10-Q for the
quarterly period ended September 30, 1994, File No. 001-
10109).
* 10.12 The Company's Executive Bonus Plan, adopted by the Company
in 1993 (incorporated by reference to Exhibit 10.15 of the
Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December
31, 1993, File No. 001-10109).
* 10.13 The Company's Incentive Compensation Plan of 1990, as
restated with amendments of January 29, 1992, amendments
approved by stockholders May 6, 1992 (incorporated by
reference to Exhibit 10.20 of the Company's Annual Report to
the Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1992, File No. 001-10109).
* 10.14 The Company's Incentive Compensation Plan, as amended by the
Company's Board of Directors on October 26, 1988 and as
amended and restated by the Company's Board of Directors on
March 28, 1989 (incorporated by reference to Exhibit 10.16
of the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year ended
December, 31 1989, File No. 001-10109).
* 10.15 Beckman Instruments, Inc. Supplemental Pension Plan, adopted
by the Company October 24, 1990 (incorporated by reference
to Exhibit 10.4 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the
fiscal year ended December, 31 1990, File No. 001-10109).
* 10.16 The Company's Stock Option Plan for Non-Employee
Directors, as restated with amendments of January 29, 1992,
amendments approved by stockholders May 6, 1992
(incorporated by reference to Exhibit 10.19 of the Company's
Annual Report to the Securities and Exchange Commission on
Form 10-K for the fiscal year ended December 31, 1992, File
No. 001-10109).
* 10.17 Form of Restricted Stock Agreement, dated as of September
16, 1991, between the Company, each of its Executive
Officers and certain other key employees (incorporated by
reference to Exhibit 10.19 of the Company's Annual Report to
the Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1991, File No. 001-10109).
* 10.18 Form of Legended Stock Agreement and Election For Deferral
of a Portion of the FY 93 Executive Bonus Plan, between the
Company and some of its Executive Officers and other key
employees (incorporated by reference to Exhibit 10.20 of the
Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December
31, 1993, File No. 001-10109).
* 10.19 Form of Change in Control Agreement, dated as of May 1,
1989, between the Company, each of its Executive Officers
and certain other key employees (incorporated by reference
to Exhibit 10.34 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 1989, File No. 001-10109).
* 10.20 Agreement Regarding Retirement Benefits of Arthur A.
Torrellas, dated December 20, 1993, between the Company and
Arthur A. Torrellas (incorporated by reference to Exhibit
10.24 of the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year ended
December 31, 1993, File No. 001-10109).
* 10.21 Beckman Instruments, Inc. Deferred Directors' Fee Program,
adopted by the Company November 30, 1994.
10.22 Distribution Agreement, dated as of April 11, 1989, among
SmithKline Beckman Corporation the Company and Allergan,
Inc. (incorporated by reference to Exhibit 3 to SmithKline
Beckman Corporation's Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 14, 1989,
File No. 1-4077).
10.23 Amendment to the Distribution Agreement effective as of June
1, 1989 between SmithKline Beckman Corporation, the Company
and Allergan, Inc. (incorporated by reference to Exhibit
10.26 of Amendment No. 2 to the Company's Form S-1
registration statement, File No. 33-28853).
10.24 Cross-Indemnification Agreement between the Company and
SmithKline Beckman Corporation (incorporated by reference to
Exhibit 10.1 of Amendment No. 1 to the Company's Form S-1
registration statement, File No. 33-24572).
10.25 Tax Agreement, dated as of April 11, 1989, between
SmithKline Beckman Corporation and the Company (incorporated
by reference to Exhibit 4 to SmithKline Beckman
Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 14, 1989, File
No. 1-4077).
10.26 Tax Sharing Agreement between the Company and SmithKline
Beckman Corporation (incorporated by reference to Exhibit
10.2 of Amendment No. 1 to the Company's Form S-1
registration statement, File No. 33-24572).
11. Statement regarding computation of per share earnings:
This information is incorporated by reference to Note 1
Summary of Significant Accounting Policies of the Company's
Annual Report to Stockholders for the year ended December
31, 1994.
13. WORDS ON NUMBERS, FINANCIAL REVIEW Section of the Company's
annual Report to Stockholders for the year ended
December 31, 1994.
21. Subsidiaries
24. Consent of KPMG Peat Marwick LLP, February 3, 1995.
27. Financial Data Schedule.
(b) Reports on Form 8-K During Fourth Quarter ended
December 31, 1994.
No Reports on Form 8-K were filed during the quarter ended
December 31, 1994.
Beckman Instruments, Inc.
INDEX TO
FINANCIAL STATEMENTS AND SCHEDULES
The consolidated financial statements of the Company and the related
report of KPMG Peat Marwick LLP, dated January 19, 1995 are incorporated by
reference to the financial section entitled "Words on Numbers of the
Company's Annual Report to stockholders for the year ended December 31,
1994.
The information required to be reported in the Supplementary Financial
Schedule entitled, VIII Allowance for Doubtful Accounts, for the three year
period ended December 31, 1994 is set forth in Note 13, Supplementary
Information, of the "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS" of the
Company's Annual Report to Stockholders for the year ended December 31,
1994. Schedules not included herein have been omitted because they are not
applicable, are no longer required or the required information is presented
in the consolidated financial statements or in the notes to the
consolidated financial statements.
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.
BECKMAN INSTRUMENTS, INC.
Date: February 2, 1995 By LOUIS T. ROSSO
Louis T. Rosso
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Chairman of the Board
and Chief Executive
Officer (Principal
LOUIS T. ROSSO Executive Officer) February 2, 1995
Louis T. Rosso
President,
Chief Operating Officer
JOHN P. WAREHAM and Director February 2, 1995
John P. Wareham
Vice President, Finance
and Chief Financial Officer
(Principal Financial
DENNIS K. WILSON and Accounting Officer) February 2, 1995
Dennis K. Wilson
Vice President and
JAMES T. GLOVER Controller February 2, 1995
James T. Glover
EARNEST H. CLARK, JR. Director February 2, 1995
Earnest H. Clark, Jr.
CAROLYNE K. DAVIS Director February 6, 1995
Carolyne K. Davis, Ph.D.
DENNIS C. FILL Director February 2, 1995
Dennis C. Fill
GAVIN HERBERT Director February 2, 1995
Gavin S. Herbert
WILLIAM N. KELLEY Director February 2, 1995
William N. Kelley, M.D.
FRANCIS P. LUCIER Director February 2, 1995
Francis P. Lucier
C. RODERICK O'NEIL Director February 2, 1995
C. Roderick O'Neil
DAVID S. TAPPAN, JR. Director February 2, 1995
David S. Tappan, Jr.
HENRY WENDT Director February 5, 1995
Henry Wendt
BETTY WOODS Director February 2, 1995
Betty Woods
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- --------- ----------
3.2 Amended and Restated By-Laws, as of
November 30, 1994.
10.21 Beckman Instruments, Inc. Deferred
Directors' Fee Program, adopted by the
Company November 30, 1994.
13. WORDS ON NUMBERS, FINANCIAL REVIEW Section
of the Company's Annual Report
to Stockholders for the year ended
December 31, 1994.
21. Subsidiaries
24. Consent of KPMG Peat Marwick LLP,
February 3, 1995.
27. Financial Data Schedule