8-KMaterial AgreementsOther EventsExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Material Agreement (Jan 17, 2006)

Filed January 17, 2006For Securities:JNJ

Summary

Johnson & Johnson (JNJ) filed a Current Report (8-K) on January 17, 2006, primarily to disclose an amendment to its merger agreement with Guidant Corporation. This filing includes Amendment No. 2 to the Amended and Restated Agreement and Plan of Merger, dated January 13, 2006, which modifies the terms of the previously announced acquisition. The report also contains a Supplement to the Proxy Statement/Prospectus and consents from financial advisors J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated. Investors should note that this filing is a procedural update concerning the ongoing merger process and does not introduce new financial results but provides crucial information regarding the structure and terms of the proposed acquisition of Guidant.

Key Highlights

  • 1Johnson & Johnson (JNJ) has amended its merger agreement with Guidant Corporation.
  • 2The amendment, dated January 13, 2006, is Amendment No. 2 to the Amended and Restated Agreement and Plan of Merger.
  • 3The filing includes a Supplement dated January 17, 2006, to the Proxy Statement/Prospectus related to the Guidant merger.
  • 4Consents from financial advisors J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, dated January 13, 2006, are also part of the filing.
  • 5The report clarifies that these documents are being filed as exhibits and incorporated by reference.
  • 6A press release announcing Amendment No. 2 to the merger agreement is included as Exhibit 99.1.
  • 7Investors are urged to read the definitive proxy statement/prospectus and other related documents for important information about the proposed transaction.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose an amendment to Johnson & Johnson's merger agreement with Guidant Corporation. It provides updated details on the terms of the proposed acquisition and related documents filed with the SEC.

Amendment No. 2, dated January 13, 2006, modifies the terms of the previously agreed-upon merger between Johnson & Johnson and Guidant Corporation. Specific details of the amendment are available within the filed documents, including Exhibit 2.1.

No, this filing does not contain new financial statements or performance data. It is focused on corporate events related to the proposed merger with Guidant, specifically updates to the merger agreement and related documentation.

Investors are encouraged to read the definitive proxy statement/prospectus filed with the SEC, as well as other documents filed by Johnson & Johnson and Guidant. These documents are available on the SEC's website (www.sec.gov) or can be requested directly from the investor relations departments of Johnson & Johnson or Guidant.