<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d)
OF REGULATION S-T
______________________________________________________________________________
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
NOVEMBER 14, 1995
-----------------
Date of Report
BAXTER INTERNATIONAL INC.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
--------
(State or other jurisdiction of incorporation)
1-4448 36-0781620
- ---------------------------------------- ----------------------------------
(Commission file number) (IRS Employer Identification No.)
ONE BAXTER PARKWAY, DEERFIELD, ILLINOIS 60015
- ---------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 948-2000
_______________________________________________________________________________
(Page 1 of 10 pages)
<PAGE>
Item 5. Other Events.
On November 14, 1995, the Registrant issued two press releases; the text of
each of which is attached hereto.
For more complete information related to the status of the revised settlement
discussed in the second attached release, please see Part II. "Other
Information," Item 1. "Legal Proceedings," at page 22 of the Registrant's
Quarterly Report on Form 10-Q SEC File No. 1-4448, for the quarter ended
September 30, 1995, filed with the Commission on November 13, 1995.
<PAGE>
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.
-------------------------
(Registrant)
By: /s/ A. Gerard Sieck
-------------------------
A. Gerard Sieck
Secretary
Date: November 14, 1995
<PAGE>
Exhibit 99.1(a)
FOR IMMEDIATE RELEASE:
- ----------------------
News media contact: Mary Thomas, (708) 948-2815
Investor relations contacts: Jessica Fisher, (708) 948-4639
Neville Jeharajah, (708) 948-2875
GRAHAM RETIRES FROM BAXTER'S BOARD;
KNIGHT, KRAEMER APPOINTED DIRECTORS
DEERFIELD, Ill., November 14, 1995 -- After 50 years of dedicated service,
William B. Graham, 84, announced his retirement today as senior chairman and
resigned from Baxter International's board of directors, effective Nov. 25,1995.
In recognition of his outstanding leadership through decades of the company's
rapid growth, the board appointed him an honorary director and chairman
emeritus, effective upon his resignation from the board.
Additionally, Baxter's board appointed Executive Vice President Lester B.
Knight, 37, and Senior Vice President and Chief Financial Officer Harry M.
Jansen Kraemer Jr., 40, to the board of directors. Following Graham's
retirement, the two appointments will bring Baxter's board to 14 members.
In accepting Graham's resignation, Baxter Chairman and Chief Executive
Officer Vernon R. Loucks Jr. cited Graham's contributions to improving the
quality of medical care for patients worldwide.
<PAGE>
"For five decades, Bill Graham's leadership and vision have helped guide
Baxter's health-care business through an ever-changing environment, to emerge as
a global leader in high-quality medical care. His dedication to product
excellence has established Baxter International as one of the outstanding
companies in American history," Loucks said.
Under Graham's guidance, Baxter produced the first commercially built
artificial kidney, the revolutionary Blood-Pack-Registered Trademark- system
for collecting and processing blood, the first commercial heart-lung bypass
machine for open-heart surgery, the first synthetic thyroid medication, the
first concentrated Factor VIII for hemophiliacs, the first system for
continuous ambulatory peritoneal dialysis (CAPD) and the first commercially
viable plastic intravenous-solution containers. Graham was inducted into MODERN
HEALTHCARE magazine's Health Care Hall of Fame in 1994.
Graham joined Baxter in 1945 as vice president and manager, and was named
to the board of directors that year. He served as chief executive officer from
1953 to 1980, as chairman from 1980 to 1985 and as senior chairman from 1985 to
1995.
Knight joined Baxter in 1981 and has served in a variety of manufacturing,
research and development and management positions. He was named an executive
vice president responsible for the company's U.S. Healthcare business in 1992,
and was promoted to the Office of the Chief Executive in 1993. His duties were
recently expanded to include the company's global hospital-products business and
intercontinental operations. Additionally, he is responsible for the company's
cardiovascular businesses.
<PAGE>
Knight received his bachelor's degree in industrial engineering from
Cornell University and a master's degree in business from the Cornell Johnson
School of Management.
Kraemer joined the company in 1982 and since has held a number of financial
and operational positions. He was promoted to senior vice president and chief
financial officer in 1993, and promoted to the Office of the Chief Executive
earlier this year. Additionally, he is responsible for the company's European
operations. His duties were recently expanded to include Baxter's Renal and
Japan business units.
Prior to Baxter, Kraemer worked for Bank of America in corporate banking
and for Northwest Industries in planning and business development.
Kraemer received his bachelor's degree in mathematics and economics from
Lawrence University of Wisconsin, and his master's of management degree in
finance and accounting from Northwestern University's J.L. Kellogg Graduate
School of Management.
Through its subsidiaries, Baxter International Inc. is the leading
manufacturer and marketer of health-care products and services in nearly 100
countries worldwide. The company concentrates research-and-development programs
in biotechnology, cardiovascular medicine, renal therapy and related medical
fields.
<PAGE>
Exhibit 99.1(b)
FOR IMMEDIATE RELEASE:
- ----------------------
News media contact: Mary Thomas, (708) 948-2815
Investor relations contacts: Jessica Fisher, (708) 948-4639
Neville Jeharajah, (708) 948-2875
BAXTER BOARD APPROVES $500 MILLION STOCK BUYBACK,
PARTICIPATION IN REVISED BREAST-IMPLANT SETTLEMENT
*********
BAEZ NAMED EXECUTIVE VICE PRESIDENT
DEERFIELD, Ill., November 14, 1995 -- Baxter International announced today
that its board of directors approved several actions, including a $500 million
share-repurchase program. The board also approved Baxter's participation in a
revised settlement for mammary-implant litigation and declared a regular
quarterly dividend. Separately, Manuel A. Baez was promoted to executive vice
president.
In announcing the share-repurchase program, the company noted that this is
the second such program approved by the board this year. The company recently
completed a $500-million stock buyback that it had announced this past February.
Baxter said the new share-repurchase program will be implemented over the next
several years. The company currently has approximately 272 million shares
outstanding.
<PAGE>
Harry Kraemer, Baxter senior vice president and chief financial officer,
said the announcement underscores the company's commitment to increasing
shareholder value.
"We plan to complete this program while meeting our financial commitments,
including generating $500 million in operational cash flow annually and growing
net income in the high single digits," Kraemer said.
Kraemer noted that Baxter also expects to maintain its debt-to-capital
ratio between 35 and 40 percent.
Additionally, the board authorized participation in a revised settlement
for mammary-implant litigation. In general, the settlement provides compensation
ranging from $10,000 to $250,000 for all present and future claimants, depending
on the severity of the disease, level of disability and medical documentation.
The original global settlement was announced in February 1994. In May 1995
the court overseeing the settlement determined that the large number of
participants who filed claims would have resulted in a substantial reduction in
the payments made to qualified participants. In the revised settlement, the
levels of compensation are substantially lower, and the qualifications to
receive compensation above $100,000 have been made significantly more stringent
and more medical documentation is required.
<PAGE>
Additionally, Baxter is responsible only for the claims of women who had
Heyer-Schulte mammary implants, and the claimants must comply with certain
product identification requirements. Baxter never manufactured nor marketed
breast implants, but acquired liability through its 1985 acquisition of American
Hospital Supply Corporation. Heyer-Schulte was a former division of American
Hospital Supply.
The board's approval meets a Nov. 15 deadline set by presiding Judge Sam C.
Pointer of the Federal District Court of Alabama.
Baxter noted that, based on the current status of the settlement
negotiations, the company's previously established reserves for this litigation
will cover the cost of the new settlement.
The board of directors also declared a regular quarterly dividend of 28.25
cents per share on Baxter common stock. The dividend is payable Jan. 2, 1996 to
stockholders of record on Dec. 13, 1995.
Separately, Manuel A. Baez was promoted to executive vice president. Baez
continues to be responsible for expanding the company's presence in developing
markets around the world. His duties were recently expanded to include
globalizing the company's hospital-products manufacturing operations.
<PAGE>
Through its subsidiaries, Baxter International Inc. is the leading
manufacturer and marketer of health-care products and services in nearly 100
countries worldwide. The company concentrates research-and-development programs
in biotechnology, cardiovascular medicine, renal therapy and related medical
fields.
# # #
