View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12477
AMGEN INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3540776
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1840 Dehavilland Drive, Thousand Oaks, California 91320-1789
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 447-1000
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
As of March 31, 1995, the registrant had 132,344,322 shares of
Common Stock, $.0001 par value, outstanding.
AMGEN INC.
INDEX
Page No.
PART I FINANCIAL INFORMATION
Item 1.Financial Statements .......................3
Condensed Consolidated Statements of
Operations - three months
ended March 31, 1995 and 1994 ...................4
Condensed Consolidated Balance Sheets -
March 31, 1995 and December 31, 1994 ............5
Condensed Consolidated Statements of
Cash Flows - three months
ended March 31, 1995 and 1994 ...............6 - 7
Notes to Condensed Consolidated Financial
Statements ......................................8
Item 2.Management's Discussion and Analysis
of Financial Condition and Results of
Operations ................................13
PART II OTHER INFORMATION
Item 1.Legal Proceedings .........................17
Item 6.Exhibits and Reports on Form 8-K ..........20
Signatures........................................21
Index to Exhibits.................................22
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The information in this report for the three months ended
March 31, 1995 and 1994 is unaudited but includes all adjustments
(consisting only of normal recurring accruals) which Amgen Inc.
("Amgen" or the "Company") considers necessary for a fair
presentation of the results of operations for those periods.
The condensed financial statements should be read in conjunction
with the Company's financial statements and the notes thereto
contained in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
Interim results are not necessarily indicative of results for
the full fiscal year.
AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
1995 1994
---------- ----------
Revenues:
Product sales..................... $411,237 $345,731
Corporate partner revenues........ 19,776 13,991
Royalty income.................... 8,353 4,276
-------- --------
Total revenues................. 439,366 363,998
-------- --------
Operating expenses:
Cost of sales..................... 66,573 53,283
Research and development.......... 113,883 73,725
Marketing and selling............. 58,761 53,173
General and administrative........ 34,638 28,308
Loss of affiliates, net........... 12,685 7,257
-------- --------
Total operating expenses....... 286,540 215,746
-------- --------
Operating income.................... 152,826 148,252
-------- --------
Other income (expense):
Interest and other income......... 12,899 5,511
Interest expense, net............. (3,784) (2,640)
-------- --------
Total other income (expense)........ 9,115 2,871
-------- --------
Income before income taxes.......... 161,941 151,123
Provision for income taxes.......... 53,317 57,663
-------- --------
Net income.......................... $108,624 $ 93,460
======== ========
Earnings per share:
Primary earnings per share........ $0.78 $0.66
Fully diluted earnings per share.. $0.78 $0.66
Shares used in calculation of:
Primary earnings per share........ 139,752 141,371
Fully diluted earnings per share.. 140,131 141,371
See accompanying notes.
AMGEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
March 31, December 31,
1995 1994
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents................. $ 199,024 $ 211,323
Marketable securities..................... 568,359 485,358
Trade receivables, net.................... 189,128 194,712
Inventories............................... 92,497 98,004
Deferred tax assets, net.................. 70,176 70,176
Other current assets...................... 49,746 56,065
---------- ----------
Total current assets.................. 1,168,930 1,115,638
Property, plant and equipment at cost, net. 670,596 665,314
Investments in affiliated companies........ 75,745 82,263
Other assets............................... 137,140 130,932
---------- ----------
$2,052,411 $1,994,147
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................... $ 33,451 $ 30,476
Commercial paper.......................... 99,339 99,667
Other accrued liabilities................. 401,153 406,287
---------- ----------
Total current liabilities............. 533,943 536,430
Long-term debt............................. 181,205 183,407
Commitments and contingencies
Stockholders' equity:
Common stock, $.0001 par value; 750,000
shares authorized; outstanding -
132,344 shares in 1995 and 132,328
shares in 1994......................... 13 13
Additional paid-in capital................ 748,814 719,310
Retained earnings......................... 588,436 554,987
---------- ----------
Total stockholders' equity............ 1,337,263 1,274,310
---------- ----------
$2,052,411 $1,994,147
========== ==========
See accompanying notes.
AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31,
1995 1994
-------- --------
Cash flows from operating activities:
Net income........................... $108,624 $ 93,460
Depreciation and amortization........ 19,719 17,846
Deferred income taxes................ - 2,507
Loss of affiliates, net.............. 12,685 7,257
Cash provided by (used in):
Trade receivables, net.............. 5,584 (6,783)
Inventories......................... 5,507 (7,200)
Other current assets................ 6,319 767
Accounts payable.................... 2,975 (2,346)
Accrued liabilities................. (5,107) 11,172
-------- --------
Net cash provided by operating
activities..................... 156,306 116,680
-------- --------
Cash flows from investing activities:
Purchases of property, plant and
equipment......................... (24,965) (36,978)
Proceeds from maturities of
marketable securities............. 35,323 19,000
Proceeds from sales of marketable
securities........................ 303,190 587,390
Purchases of marketable securities... (421,514) (584,044)
Decrease in investments in
affiliated companies.............. 4,555 651
Increase in other assets............. (6,208) (10,167)
-------- --------
Net cash used in investing
activities..................... (109,619) (24,148)
-------- --------
See accompanying notes.
(Continued on next page)
AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands)
(Unaudited)
Three Months Ended
March 31,
1995 1994
-------- --------
Cash flows from financing activities:
Decrease in commercial paper......... $ (328) $(9,920)
Proceeds from issuance of long-term
debt.............................. - 10,000
Repayment of long-term debt.......... (2,229) (524)
Net proceeds from issuance of common
stock upon the exercise of stock
options........................... 23,769 5,278
Tax benefit related to stock options. 5,700 4,400
Net proceeds from issuance common
stock upon the exercise of
warrants.......................... - 846
Repurchases of common stock.......... (75,175) (75,138)
Other................................ (10,723) (8,248)
-------- --------
Net cash used in financing
activities..................... (58,986) (73,306)
-------- --------
(Decrease) increase in cash and cash
equivalents......................... (12,299) 19,226
Cash and cash equivalents at
beginning of period................. 211,323 128,505
-------- --------
Cash and cash equivalents at end of
period.............................. $199,024 $147,731
======== ========
See accompanying notes.
AMGEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995
1. Summary of significant accounting policies
Business
Amgen Inc. ("Amgen" or the "Company") is a global biotechnology
company that develops, manufactures and markets human therapeutics
based on advanced cellular and molecular biology.
Principles of consolidation
The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries as well as affiliated
companies for which the Company has a controlling financial interest
and exercises control over their operations ("majority controlled
affiliates"). All material intercompany transactions and balances
have been eliminated in consolidation. Investments in affiliated
companies which are 50% owned and/or where the Company exercises
significant influence over operations are accounted for using the
equity method. All other equity investments are accounted for under
the cost method. The caption "Loss of affiliates, net" includes
Amgen's equity in the operating results of affiliated companies and
the minority interest others hold in the operating results of Amgen's
majority controlled affiliates.
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined in a manner which approximates the first-in, first-out
(FIFO) method. Inventories are shown net of applicable reserves and
allowances. Inventories consist of the following (in thousands):
March 31, December 31,
1995 1994
------- -------
Raw materials.................... $11,167 $10,943
Work in process.................. 43,978 54,032
Finished goods................... 37,352 33,029
------- -------
$92,497 $98,004
======= =======
Product sales
Product sales consist of two products, EPOGEN(R) (Epoetin alfa)
and NEUPOGEN(R) (Filgrastim).
As a result of an agreement between Amgen and Ortho
Pharmaceutical Corporation, a subsidiary of Johnson & Johnson
("Johnson & Johnson") covering the U.S. market for the Company's
Epoetin alfa product, Amgen does not recognize product sales it makes
into the contractual market of Johnson & Johnson and does recognize
the product sales made by Johnson & Johnson into Amgen's contractual
market. These sales amounts, and adjustments thereto, are derived
from third-party data on shipments to end users and their usage as
the data becomes available (see Note 4, "Contingencies - Johnson &
Johnson arbitration").
Income taxes
Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109 (Note 3).
Earnings per share
Earnings per share are computed in accordance with the treasury
stock method. Primary and fully diluted earnings per share are based
upon the weighted average number of common shares and dilutive common
stock equivalents during the period in which they were outstanding.
Common stock equivalents include outstanding options under the
Company's stock option plans and warrants to purchase shares of the
Company's common stock. The warrants expired on June 30, 1994.
Basis of presentation
The financial information for the three months ended March 31,
1995 and 1994 is unaudited but includes all adjustments (consisting
only of normal recurring accruals) which the Company considers
necessary for a fair presentation of the results of operations for
these periods. Interim results are not necessarily indicative of
results for the full fiscal year.
Reclassification
Certain prior period amounts have been reclassified to conform
to the current period presentation.
2. Debt
As of March 31, 1995, $99.3 million of commercial paper was
outstanding. These borrowings had maturities of three months or less
and had effective interest rates averaging 6.1%.
As of March 31, 1995, $150.0 million was available under the
Company's line of credit for borrowing and to support the Company's
commercial paper program.
Long-term debt consists of the following (in thousands):
March 31, December 31,
1995 1994
-------- --------
Medium Term Notes................. $113,000 $113,000
Promissory notes.................. 68,200 68,200
Other long-term obligations....... 23 2,252
-------- --------
181,223 183,452
Less current portion.............. (18) (45)
-------- --------
$181,205 $183,407
======== ========
The Company has registered $200.0 million of unsecured medium
term debt securities ("Medium Term Notes") of which $113.0 million
were outstanding at March 31, 1995. These Medium Term Notes bear
interest at fixed rates averaging 5.8% and mature in two to eight
years.
3. Income taxes
The provision for income taxes consists of the following (in
thousands):
Three Months Ended
March 31,
1995 1994
-------- --------
Federal...................... $48,538 $49,861
State........................ 4,779 7,802
------- -------
$53,317 $57,663
======= =======
4. Contingencies
Johnson & Johnson arbitration
In September 1985, the Company granted Johnson & Johnson an
exclusive license under certain patented technology and know-how of
the Company to sell erythropoietin throughout the United States for
all human uses except dialysis and diagnostics.
In January 1989, Johnson & Johnson initiated arbitration
proceedings with respect to a number of disputes which had arisen
between Amgen and Johnson & Johnson as to the respective rights and
obligations of the parties under the various agreements between them.
Amgen filed a cross petition for arbitration raising additional
disputes for resolution by the arbitrator. The scope of the
arbitration covers erythropoietin, hepatitis B vaccine and
interleukin-2.
In April 1990, the arbitrator ruled that Johnson & Johnson must
purchase from Amgen all of Johnson & Johnson's actual United States
sales requirements of recombinant human erythropoietin. In December
1990, the U.S. Food and Drug Administration approved Amgen's
application to name Johnson & Johnson a distributor of Epoetin alfa
under the trademark PROCRIT(R). In January 1991, Johnson & Johnson
began distributing Epoetin alfa.
In June 1991, the arbitrator issued an opinion awarding Johnson
& Johnson $164.0 million on its claims regarding erythropoietin. In
September 1992, the arbitrator found that Johnson & Johnson had
breached its obligations regarding hepatitis B vaccine and
interleukin-2, and in January 1993 awarded the Company approximately
$90.0 million in damages against Johnson & Johnson. In January 1993,
the Company paid Johnson & Johnson the sum of $82.4 million,
representing the difference between the damages awarded Johnson &
Johnson as a result of its erythropoietin claims, and the amounts
awarded Amgen against Johnson & Johnson as a result of its hepatitis
B vaccine and interleukin-2 claims, plus interest. Johnson & Johnson
returned to the Company the rights to develop and market hepatitis B
vaccine and interleukin-2 in March 1991.
The Company and Johnson & Johnson are required to compensate
each other for Epoetin alfa sales which either party makes into the
other party's contractual market. The Company has established and is
employing an accounting methodology to assign the proceeds of sales
of EPOGEN(R) and PROCRIT(R) in Amgen's and Johnson & Johnson's
respective contractual markets. The Company has made payments to
Johnson & Johnson based upon the results of the Company's accounting
methodology. Johnson & Johnson has disputed the methodology employed
by the Company and is proposing an alternative methodology for
adoption by the arbitrator. If, as a result of the arbitration
proceeding, a methodology different from that currently employed by
the Company is instituted to assign the proceeds of sales between the
parties, it may yield results that are different from the results of
the accounting methodology currently employed by the Company. As a
result of the arbitration, it is possible that the Company would
recognize a different level of EPOGEN(R) sales than are currently
being recognized. As a result of the arbitration, the Company may be
required to pay additional compensation to Johnson & Johnson for
sales during prior periods, or Johnson & Johnson may be required to
pay compensation to the Company for such prior period sales. Due to
the uncertainties of any arbitrated result, the Company has
established net liabilities that exceed the amounts paid to Johnson &
Johnson.
A trial date has been set for October 2, 1995 before the
arbitrator regarding the accounting methodologies and compensation
for sales by Johnson & Johnson into Amgen's contractual market and
sales by Amgen into Johnson & Johnson's contractual market.
Discovery as to these issues is in progress.
Synergen litigation
Acquisition litigation
The Company and its wholly owned subsidiary, Amgen Boulder Inc.
(formerly Synergen), have been named as defendants in several
lawsuits filed in connection with the Company's December 1994
acquisition of Synergen (the "Acquisition"). One suit, brought by
plaintiffs seeking to represent a class of Synergen warrant holders
who claim to have been deprived of the benefit of their warrants,
includes a request for general damages in the sum of $34.3 million.
The balance of the suits have been brought by plaintiffs who seek to
represent a class of stockholders of Synergen common stock. These
plaintiffs seek an unspecified amount of compensatory damages, an
order rescinding the Acquisition and related equitable relief based
upon allegations that the defendants breached their fiduciary duties
by failing to maximize stockholder value and defrauded the plaintiffs
by omitting to disclose allegedly material information concerning
Synergen's future prospects.
ANTRIL(TM) litigation
Several lawsuits have been filed against Synergen alleging
misrepresentations in connection with its research and development of
ANTRIL(TM) for the treatment of sepsis. One suit brought by three
Synergen stockholders alleges violations of state securities laws,
fraud and misrepresentation and seeks an unspecified amount of
compensatory damages and punitive damages. Another suit, proposed as
a class action, filed by a limited partner of a partnership with
which Synergen is affiliated, seeks rescission of certain payments
made to one of the defendants (or unspecified damages not less than
$50.0 million) and treble damages based on a variety of allegations.
While it is not possible to predict accurately or determine the
eventual outcome of the Johnson & Johnson arbitration, the Synergen
litigation or various other legal proceedings (including patent
disputes) involving Amgen, the Company believes that the outcome of
these proceedings will not have a material adverse effect on its
financial statements.
5. Stockholders' equity
During the three months ended March 31, 1995, the Company
repurchased 1.2 million shares of its common stock at a total cost of
$75.2 million under its common stock repurchase program. At March
31, 1995, $256.0 million of the amount approved by the Board of
Directors remained available for repurchase through December 31,
1995. Stock repurchased under the program has been retired and such
repurchases offset the dilutive effect of the Company's stock option
and stock purchase plans.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Cash provided by operating activities has been and is expected
to continue to be the Company's primary source of funds. During the
three months ended March 31, 1995, operations provided $156.3 million
of cash compared with $116.7 million during the same period last
year. The Company had cash, cash equivalents and marketable
securities of $767.4 million at March 31, 1995, compared with $696.7
million at December 31, 1994.
Capital expenditures totaled $25.0 million for the three months
ended March 31, 1995, compared with $37.0 million for the same period
a year ago. Over the next few years, the Company expects to spend
approximately $100.0 million to $200.0 million per year on capital
projects to expand the Company's global operations.
The Company receives cash from the exercise of employee stock
options. During the three months ended March 31, 1995, stock options
and their related tax benefits provided $29.5 million of cash
compared with $9.7 million for the period last year. Proceeds from
the exercise of stock options and their related tax benefits will
vary from period to period based upon fluctuations in the market
value of the Company's stock relative to the exercise price of such
options, among other factors.
The Company has a common stock repurchase program to offset
the dilutive effect of its employee benefit stock option and stock
purchase plans. Since its inception in 1992 through March 31, 1995,
the Company has repurchased $669.0 million of its common stock and is
authorized to purchase up to an additional $256.0 million through
December 31, 1995. During the three months ended March 31, 1995, the
Company purchased 1.2 million shares of common stock at a cost of
$75.2 million compared with 1.8 million shares purchased at a cost of
$75.1 million during the same period last year.
To provide for financial flexibility and increased liquidity,
the Company has established several sources of debt financing. The
Company has filed a shelf registration statement with the Securities
and Exchange Commission under which it could issue up to $200.0
million of Medium Term Notes. At March 31, 1995, $113.0 million of
Medium Term Notes were outstanding which mature in two to eight
years. The Company has a commercial paper program which provides for
short-term borrowings up to an aggregate face amount of $200.0
million. At March 31, 1995, $99.3 million of commercial paper was
outstanding, all with maturities of less than three months. The
Company also has a $150.0 million revolving line of credit, principally
to support the Company's commercial paper program. No borrowings on
this line of credit were outstanding at March 31, 1995.
The Company invests its cash in accordance with a policy that
seeks to maximize returns while ensuring both liquidity and minimal
risk of principal loss. The policy limits investments to certain
types of instruments issued by institutions with investment grade
credit ratings, and places restrictions on maturities and
concentration by type and issuer. The Company's fixed income
investments are subject to the risk of market interest rate
fluctuations, and all of the Company's investments are subject to
risks associated with the ability of the issuers to perform their
obligations under the instruments.
The Company has a program to manage certain portions of its
exposure to fluctuations in foreign currency exchange rates. These
exposures primarily result from European sales. The Company hedges
the related receivables with foreign currency forward contracts, all
of which mature within six months. The Company uses foreign currency
option and forward contracts which generally expire within 12 months
to hedge certain anticipated future cash flows related to these
sales. At March 31, 1995, outstanding option and forward contracts
totaled $24.4 million and $73.0 million, respectively.
The Company believes that existing funds, cash generated from
operations, and existing sources of debt financing will be adequate
to satisfy its working capital and capital expenditure requirements
and to support its common stock repurchase program for the
foreseeable future. However, the Company may raise additional
capital from time to time to take advantage of favorable conditions
in the markets or in connection with the Company's corporate
development activities.
Results of Operations
Product sales
Product sales increased $65.5 million or 19% for the three
months ended March 31, 1995, compared with the same period last year.
NEUPOGEN(R) (Filgrastim)
NEUPOGEN(R) sales were $212.4 million for the three months ended
March 31, 1995, an increase of $30.7 million or 17% over the same
period last year.
Domestic sales of NEUPOGEN(R) were $147.3 million for the three
months ended March 31, 1995, an increase of $15.3 million or 12% over
the same period last year. This increase is primarily due to
increased penetration of the market for colony-stimulating factors.
Quarterly NEUPOGEN(R) sales volume in the United States is
influenced by a number of factors including underlying demand,
seasonality of cancer chemotherapy administration and wholesaler
inventory management practices. Wholesaler inventory reductions tend
to reduce NEUPOGEN(R) sales in the first quarter.
International sales of NEUPOGEN(R), primarily in Europe, were
$65.0 million for the three months ended March 31, 1995, an increase
of $15.4 million or 31% over the same period last year. Three
factors, each contributing approximately one third of reported sales
growth, account for this increase: increased market penetration, the
favorable effects of strengthened foreign currencies, and Austria,
Sweden, and Finland joining the European Union ("EU"). Prior to the
entry of Austria, Sweden, and Finland into the EU on January 1, 1995,
F. Hoffmann La Roche, Amgen's licensee, paid the Company royalties on
sales in these countries. The Company's overall share of the colony-
stimulating factor market in the EU has decreased slightly following
the introduction of a competing G-CSF product by Rhone Poulenc Rorer
and Chugai Pharmaceutical Co., Ltd. in 1994.
The Company believes that 1995 worldwide NEUPOGEN(R) sales will
continue to grow at a double digit rate but lower than the 1994
growth rate. NEUPOGEN(R) sales increases are primarily dependent
upon further penetration of existing markets, the timing and nature
of additional indications for which the product may be approved, and
the effects of competitive products. In addition, international
NEUPOGEN(R) sales will continue to be subject to changes in foreign
currency exchange rates and increased competition.
EPOGEN(R) (Epoetin alfa)
EPOGEN(R) sales were $198.9 million for the three months ended
March 31, 1995, an increase of $34.8 million or 21% over the same
period last year. This increase is primarily due to an increase in
the U.S. dialysis patient population, the administration of higher
doses of EPOGEN(R) per patient, and increased penetration of the
dialysis market. The Company anticipates that increases in the U.S.
dialysis patient population and increases in dosing will continue to
drive EPOGEN(R) sales. The annual growth rate for 1995 is expected
to be in double digits but lower than the 1994 growth rate. In
addition, the continued growth in sales volume may be affected by
future changes in reimbursement rates or the basis for reimbursement
by the federal government.
Cost of sales
Cost of sales as a percentage of product sales was 16.2% and
15.4% for the three months ended March 31, 1995 and 1994,
respectively. The increase in cost of sales as a percentage of
product sales is primarily the result of current year period sales of
inventory with higher unit costs which were manufactured in smaller
production runs at the Company's Puerto Rico fill-and-finish
facility. Cost of sales as a percentage of product sales is expected
to slightly decline in the second half of the current year when lower
unit cost inventories are sold.
Research and development
During the three months ended March 31, 1995, research and
development expenses increased $40.2 million or 54% compared with the
same period last year. This increase is primarily due to a $20
million signing payment due The Rockefeller University for an
exclusive license to certain technologies and an expansion of the
Company's internal research and development staff, partially as a
result of the acquisition of Synergen, Inc. ("Synergen"). Annual
research and development expenses are expected to increase at a rate
exceeding the anticipated annual product sales growth rate due to
planned increases in internal efforts on new product discovery and
development and increases in external research collaboration costs,
including acquisitions of product and technology rights.
Marketing and selling
Marketing and selling expenses increased $5.6 million or 11%
during the three months ended March 31, 1995 compared with the same
period last year. This increase primarily reflects marketing efforts
to improve NEUPOGEN(R) market penetration and EPOGEN(R) marketing
efforts to bring more patients within the target hematocrit range.
The future growth rate of marketing and selling expenses is expected
to be lower than the anticipated annual product sales growth rate.
General and administrative
General and administrative expenses increased $6.3 million or
22% during the three months ended March 31, 1995 compared with the
same period last year. This increase is primarily due to higher
legal and staff-related expenses. The future growth rate of general
and administrative expenses is expected to be less than the
anticipated annual product sales growth rate.
Interest and other income
Interest and other income increased $7.4 million or 134% during
the three months ended March 31, 1995 compared with the same period
last year. This increase is primarily due to capital losses incurred
in the Company's investment portfolio during the first quarter of
1994 but not in the current year period. These capital losses
resulted from the sale of certain fixed income investments which had
declined in market value because of the increase in interest rates.
Income taxes
The Company's effective tax rate for the three months ended
March 31, 1995 was 32.9% compared with 38.2% for the same period last
year. The decrease in the tax rate is due to tax benefits from the
sale of products manufactured in the Puerto Rico fill-and-finish
facility which began in the first quarter of 1995. These tax
benefits are expected to result in an annualized effective tax rate
of 32%-34%.
Legal Matters
The Company is engaged in arbitration proceedings with one of
its licensees and various legal proceedings relating to Synergen.
For a discussion of these matters see Note 4 to the Condensed
Consolidated Financial Statements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is engaged in arbitration proceedings with one of
its licensees. For a complete discussion of this matter see Note 4
to the Consolidated Financial Statements - "Johnson & Johnson
arbitration". Other legal proceedings are discussed below. While it
is not possible to predict accurately or to determine the eventual
outcome of these matters, the Company believes that the outcome of
these legal proceedings will not have a material adverse effect on
the financial statements of the Company.
Synergen litigation
Acquisition litigation
The Company and its wholly-owned subsidiary, Amgen Boulder Inc.
(formerly Synergen, Inc.) have been named as defendants in several
lawsuits filed in connection with the Company's December 1994
acquisition of Synergen (the "Acquisition"). One suit, Stanley, et
al. v. Soll, et al., was filed on November 18, 1994 by two
stockholders in the Court of Chancery of the State of Delaware in New
Castle County against Synergen and certain of its former officers and
directors. Plaintiffs, who seek to represent a class of stockholders
of Synergen common stock, allege that the defendants breached their
fiduciary duties by failing to maximize stockholder value.
Plaintiffs seek an unspecified amount of compensatory damages, an
order rescinding the Acquisition, and related equitable relief.
Other stockholders seeking the same relief filed suits on November 23
and 29, 1994 and February 28, 1995 in United States District Court,
County of Boulder, State of Colorado. In Livergood v. Synergen,
Inc., et al., Weld, et al. v. Amgen Inc., et al., and Reineke v.
Synergen, Inc., et al., the plaintiffs allege that defendants
Synergen, Amgen and certain of Synergen's former officers and
directors breached their fiduciary duties and defrauded the
plaintiffs by omitting to disclose allegedly material information
concerning Synergen's future prospects. Plaintiffs in these cases
seek to represent a class of stockholders of Synergen common stock.
On March 8, 1995, the Livergood and Weld actions were consolidated,
and the plaintiff in the Reineke case also seeks consolidation.
Another suit, Glick v. Synergen, Inc., et al., was filed in the
Superior Court of the State of California, County of Los Angeles, as
a class action on January 24, 1995 by plaintiffs who seek to
represent all warrant holders of Synergen who claim to have been
deprived of the benefit of their warrants. Plaintiffs seek general
damages in the sum of $34.3 million against Synergen, Amgen and
former officers and directors of Synergen based on allegations of
conspiracy, breach of duty, self-dealing, interference with
prospective business advantage and unjust enrichment. On April 18,
1995, this suit was dismissed with leave to amend.
ANTRIL(TM) litigation
Several lawsuits have been filed against Synergen alleging
misrepresentations in connection with its research and development of
ANTRIL(TM) for the treatment of sepsis. In Temple, et al. v.
Synergen, Inc., et al., three stockholders filed suit on November 15,
1994 in the District Court for the City and County of Denver, State
of Colorado, against Synergen and a former director and executive
officer, alleging violations of state securities law, fraud and
misrepresentation. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages. In Johnson v. Amgen
Boulder, Inc., et al., suits filed on February 14, 1995 in the
Superior Court for the State of Washington, King County and in the
United States District Court for the Western District of Washington,
plaintiff seeks rescission of certain payments made to one of the
defendants (or unspecified damages not less than $50.0 million) and
treble damages. Plaintiff, a limited partner of defendant Synergen
Clinical Partners, L.P., seeks to represent a class of other limited
partners. The complaints allege violations of federal and state
securities laws, violations of other federal and state statutes,
fraud, negligence, breach of contract, conspiracy and breach of
fiduciary duty. The defendants include Synergen, Synergen Clinical
Partners, L.P., Synergen Development Corporation and former officers
and directors of Synergen. The Superior Court action has been
removed to federal court and consolidated with the suit filed in the
United States District Court for the Western District of Washington.
Elanex Pharmaceuticals litigation
In October 1993, the Company filed a complaint for patent
infringement against defendants Elanex Pharmaceuticals, Inc.
("Elanex"), Laboratorios Elanex De Costa Rica, S. A., Bio Sidus S.A.,
Merckle GmbH, Biosintetica S. A. and other unknown defendants. The
complaint, filed in the United States District Court for the Western
District of Washington at Seattle, seeks injunctive relief and
damages for Elanex's infringement of the Company's patent for DNA
sequences and host cells useful in producing recombinant
erythropoietin. The complaint also alleges that the foreign
defendants entered into agreements with Elanex relating to the
production or sale of recombinant erythropoietin and thereby have
induced Elanex's infringement.
In December 1993, Elanex responded to the complaint denying the
material allegations thereof, and filed a counterclaim seeking a
declaratory judgment that the Company's patent is invalid and that
Elanex's recombinant erythropoietin technology does not infringe any
valid claims of the Company's patent. The counterclaim also seeks an
award of reasonable attorneys' fees and other costs of defense but
does not seek damages against the Company. The case is currently in
discovery.
Erythropoietin patent litigation
Amgen has been engaged in litigation (the "Amgen suit") with
Genetics Institute, Inc. ("Genetics Institute") and its commercial
partner, Chugai Pharmaceutical Co., Ltd., regarding the infringement
of Amgen's patent on the DNA sequence used in the production of
erythropoietin (the "Amgen Patent") and the infringement by Amgen's
erythropoietin product of a patent held by Genetics Institute.
Genetics Institute and the Company announced on May 11, 1993
that they agreed to settle all outstanding patent disputes between
them regarding erythropoietin in the United States. As part of the
settlement, Genetics Institute paid the Company $13.9 million during
the quarter ended September 30, 1993. An additional $2 million may
be paid to the Company contingent upon the outcome of certain future
events. As a result of the settlement of the litigation, Amgen
expects to receive patents on the process for producing recombinant
erythropoietin and on the recombinant erythropoietin product.
In August 1991, Johnson & Johnson, together with eleven of
Johnson & Johnson's Cilag European subsidiaries, filed a suit in the
United States District Court for the District of Massachusetts in
Boston, the site of the Amgen suit against Genetics Institute (the
"Boston Court"), seeking damages from Genetics Institute for
infringement of the Amgen Patent (the "Johnson & Johnson suit") and
moved to consolidate the Johnson & Johnson suit with the original
suit filed by Amgen. The two suits were consolidated by the Boston
Court. Amgen was allowed to intervene in the Johnson & Johnson suit
for the limited purpose of seeking a summary judgment dismissing the
Johnson & Johnson suit. In December 1992, the Boston Court
determined that Johnson & Johnson had no standing to sue Genetics
Institute and entered judgment and dismissed the Johnson & Johnson
suit. Also, in December 1992, the Boston Court denied motions by
Johnson & Johnson to intervene in the Amgen suit for the limited
purpose of seeking a summary judgment limiting Amgen's damages
against Genetics Institute. Johnson & Johnson appealed the Boston
Court's December 1992 rulings, and on April 5, 1995, the U.S. Court
of Appeals for the Federal Circuit upheld the December 1992 rulings.
Genetics Institute litigation
On June 21, 1994, Genetics Institute filed suit in the United
States District Court for the District of Delaware in Wilmington,
against Johnson & Johnson, a licensee and distributor of the Company,
seeking damages for the alleged infringement of a recently issued
U.S. Patent 5,322,837 relating to Johnson & Johnson's manufacture,
use, and sale of erythropoietin.
On September 12, 1994, the Company filed suit in the United
States District Court for the District of Massachusetts in Boston,
against Genetics Institute, seeking declaratory judgment of patent
non-infringement, invalidity and unenforceability against Genetics
Institute in respect to U.S. Patent 5,322,837 issued to Genetics
Institute, which relates to homogeneous erythropoietin. Genetics
Institute answered the complaint and filed a counterclaim against the
Company alleging infringement of the same patent. On February 14,
1995, the United States District Court for the District of
Massachusetts granted Amgen's motion for a summary judgment enforcing
a prior judgment against Genetics Institute and barring Genetics
Institute from asserting its U.S. Patent 5,322,837 against Amgen's
recombinant erythropoietin. On March 13, 1995, Genetics Institute
filed notice of appeal.
Biogen litigation
On June 15, 1994, Biogen, Inc. ("Biogen") filed suit in the
Tokyo District Court in Japan, against Amgen K.K., a subsidiary of
the Company, seeking injunctive relief for the alleged infringement
of two Japanese patents relating to alpha-interferon.
On March 10, 1995, Biogen filed suit in the United States
District Court for the District of Massachusetts seeking an
unspecified amount of compensatory damages, treble damages and
injunctive relief of its U.S. Patent 4,874,702 relating to vectors
for expressing cloned genes. Biogen alleges that Amgen has infringed
its patent by manufacturing and selling NEUPOGEN(R).
Item 6. Exhibits and Reports on Form 8-K
(a) Reference is made to the Index to Exhibits included herein.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated February 21, 1995
reporting an amendment to its Rights Agreement, dated as of January
24, 1989, between Amgen Inc. and American Stock Transfer & Trust
Company, as Rights Agent, as amended.
SIGNATURES
Pursuant to the requirements 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.
Amgen Inc.
(Registrant)
Date: 5/12/95 By:/s/ Robert S. Attiyeh
- ------------------ ------------------------------------
Robert S. Attiyeh
Senior Vice President, Finance
and Corporate Development, and
Chief Financial Officer
Date: 5/12/95 By:/s/ Larry A. May
- ------------------ ------------------------------------
Larry A. May
Vice President, Corporate
Controller and Chief
Accounting Officer
AMGEN INC.
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Restated Certificate of Incorporation. (7)
3.2 Certificate of Amendment to Restated Certificate of
Incorporation, effective as of July 24, 1991. (14)
3.3 Bylaws, as amended to date. (20)
4.1 Indenture dated January 1, 1992 between the Company and
Citibank N.A., as trustee. (15)
4.2 Forms of Commercial Paper Master Note Certificates. (19)
10.1* Company's 1991 Equity Incentive Plan, as amended. (16)
10.2* Company's 1984 Stock Option Plan, as amended, and forms
of Incentive Stock Option Grant and Nonqualified Stock
Option Grant used in connection therewith. (16)
10.3 Shareholder's Agreement of Kirin-Amgen, Inc., dated May
11, 1984, between the Company and Kirin Brewery Company,
Limited (with certain confidential information deleted
therefrom). (1)
10.4 Amendment Nos. 1, 2, and 3, dated March 19, 1985, July
29, 1985 and December 19, 1985, respectively, to the
Shareholder's Agreement of Kirin-Amgen, Inc., dated May
11, 1984 (with certain confidential information deleted
therefrom). (3)
10.5 Product License Agreement, dated September 30, 1985, and
Technology License Agreement, dated, September 30, 1985
between the Company and Ortho Pharmaceutical Corporation
(with certain confidential information deleted
therefrom). (2)
10.6 Product License Agreement, dated September 30, 1985, and
Technology License Agreement, dated September 30, 1985
between Kirin-Amgen, Inc. and Ortho Pharmaceutical
Corporation (with certain confidential information
deleted therefrom). (3)
10.7* Company's Employee Stock Purchase Plan, amended April 1,
1992. (17)
10.8 Agreement, dated February 12, 1986, between the Company
and Sloan-Kettering Institute for Cancer Research (with
certain confidential information deleted therefrom). (4)
10.9 Amendment No. 2, dated November 13, 1990, to Agreement,
dated February 12, 1986, between the Company and Sloan-
Kettering Institute for Cancer Research (with certain
confidential information deleted therefrom). (13)
10.10 Research, Development Technology Disclosure and License
Agreement PPO, dated January 20, 1986, by and between
the Company and Kirin Brewery Co., Ltd. (4)
10.11 Research Collaboration Agreement, dated August 31, 1990,
between Amgen Inc. and Regeneron Pharmaceuticals, Inc.
(with certain confidential information deleted
therefrom). (13)
10.12 Amendment Nos. 4 and 5, dated October 16, 1986
(effective July 1, 1986) and December 6, 1986 (effective
July 1, 1986), respectively, to the Shareholders
Agreement of Kirin-Amgen, Inc. dated May 11, 1984 (with
certain confidential information deleted therefrom). (5)
10.13 Assignment and License Agreement, dated October 16,
1986, between the Company and Kirin-Amgen, Inc. (with
certain confidential information deleted therefrom). (5)
10.14 G-CSF European License Agreement, dated December 30,
1986, between Kirin-Amgen, Inc. and the Company (with
certain confidential information deleted therefrom). (5)
10.15 Research and Development Technology Disclosure and
License Agreement: GM-CSF, dated March 31, 1987, between
Kirin Brewery Company, Limited and the Company (with
certain confidential information deleted therefrom). (5)
10.16* Company's 1987 Directors' Stock Option Plan, as amended.
(13)
10.17 Cross License Agreement, dated June 1, 1987, between
Amgen Inc. and Amgen Clinical Partners, L.P. (6)
10.18 Development Agreement, dated June 1, 1987, between Amgen
Inc. and Amgen Clinical Partners, L.P. (6)
10.19 Joint Venture Agreement, dated June 1, 1987, between
Amgen Inc. and Amgen Clinical Partners, L.P. (6)
10.20 Partnership Purchase Option Agreement, dated June 1,
1987, between Amgen Inc. and Amgen Clinical Partners,
L.P. (6)
10.21* Company's 1988 Stock Option Plan, as amended. (16)
10.22* Company's Retirement and Savings Plan, amended and
restated as of January 1, 1993. (17)
10.23 Amendment, dated June 30, 1988, to Research,
Development, Technology Disclosure and License
Agreement: GM-CSF dated March 31, 1987, between Kirin
Brewery Company, Limited and the Company. (7)
10.24 Amending Agreement, dated June 30, 1988, to Development
Agreement, Partner Purchase Option Agreement, Cross
License Agreement and Joint Venture Agreement, dated
June 1, 1987, between the Company and Amgen Clinical
Partners, L.P. (7)
10.25 Agreement on G-CSF in the EU, dated September 26, 1988,
between Amgen Inc. and F. Hoffmann-La Roche & Co.
Limited Company (with certain confidential information
deleted therefrom). (9)
10.26 Supplementary Agreement to Agreement dated January 4,
1989 to Agreement on G-CSF in the EU, dated September
26, 1988, between the Company and F. Hoffmann-La Roche &
Co. Limited Company, (with certain confidential
information deleted therefrom). (9)
10.27 Agreement on G-CSF in Certain European Countries, dated
January 1, 1989, between Amgen Inc. and F. Hoffmann-La
Roche & Co. Limited Company (with certain confidential
information deleted therefrom). (9)
10.28 Rights Agreement, dated January 24, 1989, between Amgen
Inc. and American Stock Transfer and Trust Company,
Rights Agent. (8)
10.29 First Amendment to Rights Agreement, dated January 22,
1991, between Amgen Inc. and American Stock Transfer and
Trust Company, Rights Agent. (11)
10.30 Second Amendment to Rights Agreement, dated April 2,
1991, between Amgen Inc. and American Stock Transfer and
Trust Company, Rights Agent. (12)
10.31 Credit Agreement, dated as of November 15, 1991, among
Amgen Inc., The Borrowing Subsidiaries therein named,
the Banks therein named, Swiss Bank Corporation, as
issuing Bank and Swiss Bank Corporation and Citicorp
USA, Inc., as Co-Agents. (17)
10.32 Deed of Trust and Security Agreement, dated June 1,
1989, between the Company and UNUM Life Insurance
Company of America. (10)
10.33 Note, dated June 1, 1989, between the Company and UNUM
Life Insurance Company of America. (10)
10.34 Agency Agreement, dated November 21, 1991, between Amgen
Manufacturing, Inc. and Citicorp Financial Services
Corporation. (17)
10.35 Agency Agreement, dated May 21, 1992, between Amgen
Manufacturing, Inc. and Citicorp Financial Services
Corporation. (17)
10.36 Guaranty, dated July 29, 1992, by the Company in favor
of Merck Sharp & Dohme Quimica de Puerto Rico, Inc. (17)
10.37 936 Promissory Note No. 01, dated December 11, 1991,
issued by Amgen Manufacturing, Inc. (17)
10.38 936 Promissory Note No. 02, dated December 11, 1991,
issued by Amgen Manufacturing, Inc. (17)
10.39 936 Promissory Note No. 001, dated July 29, 1992, issued
by Amgen Manufacturing, Inc. (17)
10.40 936 Promissory Note No. 002, dated July 29, 1992, issued
by Amgen Manufacturing, Inc. (17)
10.41 Guaranty, dated November 21, 1991, by the Company in
favor of Citicorp Financial Services Corporation. (17)
10.42 First Amendment, dated as of June 16, 1992, to the
Credit Agreement, dated as of November 15, 1991, among
Amgen Inc., The Borrowing Subsidiaries therein named,
the Banks therein named, Swiss Bank Corporation, as
issuing Bank and Swiss Bank Corporation and Citicorp
USA, Inc., as Co-Agents. (17)
10.43 Second Amendment, dated as of November 6, 1992, to the
Credit Agreement, dated as of November 15, 1991, among
Amgen Inc., The Borrowing Subsidiaries therein named,
the Banks therein named, Swiss Bank Corporation, as
issuing Bank and Swiss Bank Corporation and Citicorp
USA, Inc., as Co-Agents. (17)
10.44 Lease and Agreement relating to Lease, dated March 27,
1986 and April 1, 1986, respectively, for 2003 Oak
Terrace Lane between 2001 Hillcrest Partnership and the
Company. (20)
10.45 Partnership Purchase Agreement, dated March 12, 1993,
between the Company, Amgen Clinical Partners, L.P.,
Amgen Development Corporation, the Class A limited
partners and the Class B limited partner. (18)
10.46* Amgen Supplemental Retirement Plan dated June 1, 1993.
(21)
10.47 Promissory Note of Mr. Kevin W. Sharer, dated June 4,
1993. (21)
10.48 Amendment No. 3 dated June 25, 1993 to the Credit
Agreement, dated November 15, 1991, among the Company,
The Borrowing Subsidiaries therein named, the Banks
therein named, the Swiss Bank Corporation, as issuing
Bank and Swiss Bank Corporation and Citicorp USA, Inc.,
as Co-Agents. (21)
10.49 Promissory Note of Mr. Larry A. May, dated February 24,
1993. (22)
10.50* First Amendment dated October 26, 1993 to the Company's
Retirement and Savings Plan. (22)
10.51* Amgen Performance Based Management Incentive Plan. (22)
10.52 Fourth Amendment, dated as of June 24, 1994, to the
Credit Agreement, dated November 15, 1991, among the
Company, The Borrowing Subsidiaries therein named, the
Banks therein named, the Swiss Bank Corporation, as
issuing Bank and Swiss Bank Corporation and Citicorp
USA, Inc., as Co-Agents. (23)
10.53 Agreement and Plan of Merger, dated as of November 17,
1994, among Amgen Inc., Amgen Acquisition Subsidiary,
Inc. and Synergen, Inc. (24)
10.54 Third Amendment to Rights Agreement, dated as of
February 21, 1995, between Amgen Inc. and American Stock
Transfer Trust and Trust Company (25)
11 Computation of per share earnings.
27 Financial Data Schedule.
- ----------------
* Management contract or compensatory plan or arrangement.
(1) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended March 31, 1984 on June 26, 1984 and incorporated
herein by reference.
(2) Filed as an exhibit to Quarterly Report on Form 10-Q for the
quarter ended September 30, 1985 on November 14, 1985 and
incorporated herein by reference.
(3) Filed as an exhibit to Quarterly Report on Form 10-Q for the
quarter ended December 31, 1985 on February 3, 1986 and
incorporated herein by reference.
(4) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration
Statement (Registration No. 33-3069) on March 11, 1986 and
incorporated herein by reference.
(5) Filed as an exhibit to the Form 10-K Annual Report for the year
ended March 31, 1987 on May 18, 1987 and incorporated herein by
reference.
(6) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1987 on August 12, 1987 and incorporated
herein by reference.
(7) Filed as an exhibit to Form 8 amending the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988 on August 25, 1988
and incorporated herein by reference.
(8) Filed as an exhibit to the Form 8-K Current Report dated January
24, 1989 and incorporated herein by reference.
(9) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended March 31, 1989 on June 28, 1989 and incorporated
herein by reference.
(10) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989 on August 14, 1989 and incorporated
herein by reference.
(11) Filed as an exhibit to the Form 8-K Current Report dated January
22, 1991 and incorporated herein by reference.
(12) Filed as an exhibit to the Form 8-K Current Report dated April
12, 1991 and incorporated herein by reference.
(13) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended March 31, 1991 on July 1, 1991 and incorporated
herein by reference.
(14) Filed as an exhibit to the Form 8-K Current Report dated July
24, 1991 and incorporated herein by reference.
(15) Filed as an exhibit to Form S-3 Registration Statement dated
December 19, 1991 and incorporated herein by reference.
(16) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1991 on March 30, 1992 and incorporated
herein by reference.
(17) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1992 on March 30, 1993 and incorporated
herein by reference.
(18) Filed as an exhibit to the Form 8-A dated March 31, 1993 and
incorporated herein by reference.
(19) Filed as an exhibit to the Form 10-Q for the quarter ended March
31, 1993 on May 17, 1993 and incorporated herein by reference.
(20) Filed as an exhibit to the Form 10-Q for the quarter ended June
30, 1993 on August 16, 1993 and incorporated herein by
reference.
(21) Filed as an exhibit to the Form 10-Q for the quarter ended
September 30, 1993 on November 12, 1993 and incorporated herein
by reference.
(22) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1993 on March 25, 1994 and incorporated
herein by reference.
(23) Filed as an exhibit to the Form 10-Q for the ended September 30,
1994 on November 9, 1994 and incorporated herein by reference.
(24) Filed as an exhibit to the Form 8-K Current Report dated
November 18, 1994 on December 2, 1994 and incorporated herein by
reference.
(25) Filed as an exhibit to the Form 8-K Current Report dated
February 21, 1995 on March 7, 1995 and incorporated herein by
reference.
EXHIBIT 11
AMGEN INC.
COMPUTATION OF PER SHARE EARNINGS
PRIMARY COMPUTATION
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
1995 1994
-------- --------
Net income................................... $108,624 $ 93,460
======== ========
Applicable common and common stock
equivalent shares:
Weighted average shares of common stock
outstanding during the period............ 132,606 133,961
Incremental number of shares outstanding
during the period resulting from the
assumed exercises of stock options and
warrants................................. 7,146 7,410
-------- --------
Weighted average shares of common stock and
common stock equivalents outstanding during
the period................................. 139,752 141,371
======== =======
Earnings per common share primary............ $ .78 $ .66
======== ========
EXHIBIT 11
AMGEN INC.
COMPUTATION OF PER SHARE EARNINGS
FULLY DILUTED COMPUTATION
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
1995 1994
-------- --------
Net income................................... $108,624 $ 93,460
======== ========
Applicable common and common stock
equivalent shares:
Weighted average shares of common stock
outstanding during the period............ 132,606 133,961
Incremental number of shares outstanding
during the period resulting from the
assumed exercises of stock options and
warrants................................. 7,525 7,410
-------- --------
Weighted average shares of common stock and
common stock equivalents outstanding during
the period................................. 140,131 141,371
======== ========
Earnings per common share fully diluted...... $ .78 $ .66
======== ========
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.