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THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(D) OF REGULATION S-T
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 28, 1995
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Date of Report
BAXTER INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-4448 36-0781620
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(Commission file number) (IRS Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 948-2000
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(Page 1 of 6 pages)
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Item 5. Other Events.
On November 28, 1995, the Registrant issued a press release; the text of
which is attached hereto.
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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.
BAXTER INTERNATIONAL INC.
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(Registrant)
By: /s/ A. Gerard Sieck
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A. Gerard Sieck
Secretary
Date: November 28, 1995
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FOR IMMEDIATE RELEASE:
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News Media Contacts: Jill Carter (708) 948-4555
Mary Thomas (708) 948-2815
Investor Relations Contacts: Neville Jeharajah (708) 948-2875
Jessica Fisher (708) 948-4639
BAXTER INTERNATIONAL TO CREATE TWO PUBLIC COMPANIES:
$5-BILLION GLOBAL MEDICAL-TECHNOLOGY COMPANY AND
$5-BILLION HEALTH-CARE COST MANAGEMENT COMPANY
DEERFIELD, Ill., November 28, 1995 -- Baxter International's board of
directors has approved a plan to create two $5-billion entities, a global
medical- technology company and a health-care cost management company,
Baxter's Chairman and Chief Executive Officer Vernon R. Loucks Jr. announced
today.
The medical-technology company will continue to be known as Baxter
International Inc. It will consist of the company's high-growth
medical-technology and international businesses, which include biotechnology,
renal therapy, cardiovascular medicine, international hospital and
intravenous systems.
The health-care cost management company will consist of Baxter's cost
management, U.S. distribution and surgical products operations and will
provide an array of products and cost-saving services to health-care
providers.
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"This is another example of our commitment to maximizing shareholder
value," said Loucks, who will continue as Baxter's chairman and chief
executive officer. "The global medical-technology company will place greater
emphasis on international expansion and technological innovation. The
health-care cost management company, as an independent entity, can more
rapidly expand its portfolio of products and services to help customers
reduce total health-care costs. This transaction will enhance the value of
both businesses, giving them more financial flexibility to make the
appropriate investments for generating the highest return to shareholders."
More than half the sales of Baxter's global medical-technology
businesses come from international markets, where growth rates are double
those in the United States. In addition, more than 80 percent of Baxter's
nearly $1 billion in annual research-and-development and capital expenditures
are invested in these businesses.
Lester B. Knight, Baxter executive vice president, will become chief
executive officer of the new cost management company. Knight, a member of
Baxter's office of the chief executive and board of directors, is the key
architect of Baxter's cost management strategy. For the past three years, he
has been responsible for leading the operations that will make up the cost
management company.
"I am very excited about the opportunity to lead this innovative and
dynamic health-care cost management company," Knight said. "We have
demonstrated that by aligning employee incentives with customer goals, we can
significantly reduce health-care costs. We will maintain our focus on
developing cost-saving services and product-delivery systems to meet the
demands of customers in the new managed-care environment."
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Harry M. Kraemer, Baxter senior vice president and chief financial
officer, said, "For the past two years we have concentrated on generating
cash flow, consistently growing net income and delivering our financial
commitments. As a result, we have generated greater shareholder value. We
believe the creation of these two new companies will provide even higher
returns to Baxter shareholders in the coming years."
The transaction will take the form of a tax-free distribution to Baxter
shareholders of a new publicly traded stock for the health-care cost
management company. Baxter will file an application to list the stock of the
new company on the New York Stock Exchange, Inc. Full details, including the
stock distribution ratio, remain to be determined. CS First Boston and
Lehman Brothers are Baxter's financial advisors on this transaction, which is
expected to be completed in 1996.
Baxter International, through its subsidiaries, is the leading
manufacturer and marketer of health-care products and services to health-care
providers in nearly 100 countries.
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