SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
of THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2003
Bayer Aktiengesellschaft
Bayer Corporation*
(Translation of registrant's name into English)
Bayerwerk, Gebaeude W11
Kaiser-Wilhelm-Allee
51368 Leverkusen
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(1): N/A
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7): N/A
Indicate by check mark whether the registrant by furnishing the
information contained in this form, the registrant is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A
* Bayer Corporation is also the name of a wholly-owned subsidiary of the
registrant in the United States.
Bayer
Ad-hoc Message
Bayer to take impairment charges of about EUR 2.2 billion
Cash flows and dividend potential not affected
Leverkusen - The Bayer Group plans to take a total of about EUR 2.2 billion in
asset impairment charges in the fourth quarter of 2003. The charges are related
to the decision to strategically realign the portfolio, the planned
stock-exchange listing of "NewCo" and changes in the operating conditions for
the future Bayer MaterialScience subgroup. The impact of these special items on
EBIT is expected to be about EUR 2 billion, while the non-operating result
should be diminished by some EUR 200 million.
In the polymers and chemicals businesses these charges should amount to EUR 1.7
billion, the major part of which relates to the activities to be transferred to
the future "NewCo." The figure also includes expenses for facilities
consolidation as part of the ongoing efficiency programs.
The Bayer HealthCare subgroup plans to report charges of about EUR 500 million,
related partly to the consolidation of pharmaceutical research facilities.
The expected charges to the non-operating result arise from write-downs of the
financial interests in DyStar and the research company Curagen.
Bayer emphasizes that the impairment charges are non-cash items. They therefore
affect neither cash flows nor Bayer AG's dividend potential.
In light of the planned impairment charges, the Bayer Group expects to post
negative EBIT and a net loss for the full year 2003. Bayer continues to predict
that EBIT before these special items will increase by a double-digit percentage
as previously forecast.
Leverkusen, December 15, 2003
Bayer AG, Investor Relations contacts:
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Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Ute Krippendorf (+49-214-30-33021)
Judith Nestmann (+49-214-30-66836)
Forward-looking statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. Various known and
unknown risks, uncertainties and other factors could lead to material
differences between the actual future results, financial situation, development
or performance of the company and the estimates given here. These factors
include those discussed in our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
SIGNATURE
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.
Bayer Aktiengesellschaft
(Registrant)
By: /s/ ppa. Alexander Rosar
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Name: Alexander Rosar
Title: Head of Investor Relations
By: /s/ Armin Buchmeier
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Name: Armin Buchmeier
Title: Senior Counsel
Date: December 15, 2003