Current Report Filing (8-k)
12 October 2019 - 7:34AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2019
3M Company
(Exact name of registrant as specified in
its Charter)
Delaware
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1-3285
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41-0417775
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3M Center, St. Paul, Minnesota
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55144-1000
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, Par Value $.01 Per Share
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MMM
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New York Stock Exchange, Inc.
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MMM
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Chicago Stock Exchange, Inc.
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1.500% Notes due 2026
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MMM26
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New York Stock Exchange, Inc.
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Floating Rate Notes due 2020
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New York Stock Exchange, Inc.
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0.375% Notes due 2022
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MMM22A
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New York Stock Exchange, Inc.
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0.950% Notes due 2023
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MMM23
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New York Stock Exchange, Inc.
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1.750% Notes due 2030
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MMM30
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New York Stock Exchange, Inc.
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Note: The common stock of the Registrant
is also traded on the SWX Swiss Exchange.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 2.01. Completion of Acquisition
or Disposition of Assets
On October 11, 2019 (the “Closing Date”), 3M
Company, a Delaware corporation (the “Company”), completed the acquisition of Acelity, Inc., a Delaware
corporation (“Acelity”) from Acelity L.P. Inc., a Guernsey limited partnership (“Seller”). Pursuant
to the Stock Purchase Agreement dated as of May 1, 2019, by and among Seller, Acelity and the Company (the “Stock Purchase Agreement”), the Company acquired
all of the outstanding shares of the capital stock of Acelity for aggregate cash consideration of approximately $4.511
billion, subject to certain adjustments.
The foregoing description of the Stock Purchase Agreement and
the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full
text of the Stock Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission on May 2, 2019, and is incorporated herein by reference.
Item 7.01.
Regulation FD Disclosure
On October 11, 2019, the Company issued a press release announcing
the completion of the acquisition of Acelity as contemplated by the Stock Purchase Agreement. A copy of that press release is being
furnished herewith as Exhibit 99.1.
This information is being furnished under Item 7.01 and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of such section, nor shall this information be deemed incorporated in any filings
made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
Date: October 11, 2019
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3M Company
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By:
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/s/ Ivan K. Fong
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Ivan K. Fong
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Senior Vice President, General Counsel and Secretary
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