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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
___________________________
PSICOR, INC.
(NAME OF SUBJECT COMPANY)
BAXTER INTERNATIONAL INC.
BAXTER HEALTHCARE CORPORATION
BAXTER CVG SERVICES II, INC.
(BIDDERS)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
0007449011
(CUSIP NUMBER OF CLASS OF SECURITIES)
___________________________
JAY P. WERTHEIM, ESQ.
VICE PRESIDENT, LAW
BAXTER HEALTHCARE CORPORATION
17221 RED HILL AVENUE
IRVINE, CALIFORNIA 92714
(714) 474-6415
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
JOSEPH J. GIUNTA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
TELEPHONE: (213) 687-5000
NOVEMBER 29, 1995
___________________________
DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS
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________________________________
CUSIP No. 0007449011 14D-1
________________________________
________________________________________________________________________________
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1.
BAXTER INTERNATIONAL INC.
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / (a)
2. / / (b)
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
SOURCE OF FUNDS
4.
AF
________________________________________________________________________________
5. / / CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
DELAWARE
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.
1,931,426 See Section 11 of the Offer to Purchase dated November 29,
1995 filed as Exhibit (a)(1) to the Statement (as defined herein)
________________________________________________________________________________
8. / / CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9.
44.3%
________________________________________________________________________________
10. TYPE OF REPORTING PERSON
HC and CO
________________________________________________________________________________
2
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________________________________
CUSIP No. 0007449011 14D-1
________________________________
________________________________________________________________________________
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1.
Baxter Healthcare Corporation
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / (a)
2. / / (b)
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
SOURCE OF FUNDS
4.
WC
________________________________________________________________________________
5. / / CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
DELAWARE
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.
1,931,426 See Section 11 of the Offer to Purchase dated November 29,
1995 filed as Exhibit (a)(1) to the Statement
________________________________________________________________________________
8. / / CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9.
44.3%
________________________________________________________________________________
10. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
3
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________________________________
CUSIP No. 0007449011 14D-1
________________________________
________________________________________________________________________________
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1.
Baxter CVG Services II, Inc.
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / (a)
2. / / (b)
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
SOURCE OF FUNDS
4.
AF
________________________________________________________________________________
5. / / CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
PENNSYLVANIA
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.
1,931,426 See Section 11 of the Offer to Purchase dated November 29,
1995 filed as Exhibit (a)(1) to the Statement
________________________________________________________________________________
8. / / CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9.
44.3%
________________________________________________________________________________
10. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
4
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D dated November 29, 1995 (as amended by Amendment
No. 1 thereto, the "Statement"), filed by Baxter CVG Services II, Inc.
("Purchaser"), a Pennsylvania corporation and direct wholly owned subsidiary of
Baxter Healthcare Corporation ("Parent"), a Delaware corporation and indirect
wholly owned subsidiary of Baxter International Inc. ("International"), a
Delaware corporation (Purchaser, Parent and International, collectively, the
"Bidders"), relating to Purchaser's offer to purchase all outstanding shares of
Common Stock, no par value (the "Shares") of PSICOR, Inc., a Pennsylvania
corporation (the "Company"), at $17.50 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and the related Letter of Transmittal, copies of which are attached as Exhibits
(a)(1) and (a)(2) to the Statement (which are herein referred to as the
"Offer"). Capitalized terms not separately defined herein shall have the
meanings specified in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On January 4, 1996, Parent and the Company issued the joint press
release attached hereto as Exhibit (a)(11). The information set forth in the
press release is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release, dated January 4, 1996, issued by Parent
and the Company.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 4, 1996
BAXTER INTERNATIONAL INC.
By: /S/ HARRY M. JANSEN KRAEMER JR.
------------------------------------
Name: Harry M. Jansen Kraemer Jr.
Title: Senior Vice President
and Chief Financial Officer
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 4, 1996
BAXTER HEALTHCARE CORPORATION
By: /S/ JAY P. WERTHEIM
-----------------------------------
Name: Jay P. Wertheim
Title: Vice President, Law
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 4, 1996
BAXTER CVG SERVICES II, INC.
By: /S/ JAY P. WERTHEIM
-----------------------------------
Name: Jay P. Wertheim
Title: Vice President and Secretary
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BAXTER EXTENDS DEADLINE TO PURCHASE ALL THE OUTSTANDING
SHARES OF PSICOR COMMON STOCK
Deerfield, Ill. and San Diego, Ca., January 4, 1996 -- Baxter Healthcare
Corporation ("Baxter") and PSICOR, Inc. ("PSICOR") jointly announced today
that the tender offer ("Offer") being made by a subsidiary of Baxter for all
the outstanding shares of common stock of PSICOR at $17.50 net cash per
share, which was scheduled to expire at midnight January 3, 1996 has been
extended (together with the related withdrawal rights) to 12:00 midnight, New
York City time on Thursday, January 25, 1996.
The Offer has been extended, at PSICOR's request, in order to permit
PSICOR to pursue certain indications of interest it has received for the
purchase of one of its subsidiaries, PSICOR Office Laboratories, Inc.
("POL"). PSICOR believes that one or more of such indications of interest
may lead to a sale of POL for net cash proceeds in excess of $4 million. The
sale of such subsidiary
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(or an agreement providing for the closing of such a sale promptly following
the consummation of the Offer) is a condition to the Offer.
Prior to the extension of the Offer, approximately 4.1 million shares
(representing approximately 94% of the primary shares outstanding and
approximately 81% of the shares outstanding on a fully diluted basis) had
been tendered. The Offer is conditioned upon, among other things, there
having been validly tendered and not withdrawn prior to the expiration of the
Offer at least 80% of the Shares outstanding on a fully diluted basis.
PSICOR has an option to sell POL to an affiliate of Michael Dunaway (who
is currently the Chief Executive Officer, President and Chairman of the Board
of PSICOR) for $4 million (subject to adjustment), but is entitled under the
terms of the Merger Agreement among Baxter and PSICOR to pursue higher offers
for POL. PSICOR may, if any such sale is consummated prior to the expiration
of the Offer, declare and pay a dividend, to common stockholders of record
immediately prior to the acceptance of shares for purchase under the Offer,
in an amount equal to the net cash proceeds in excess of $4 million actually
received by PSICOR in such sale (after taking into account all out-of-pocket
costs and expenses directly related to such sale incurred after November 22,
1995.)
PSICOR stated that it is too early to determine whether the indications
of interest will ultimately result in a proposal to purchase POL at a price
in excess of $4 million (plus expenses) or whether any such transaction can
be timely concluded prior to the expiration of the Offer so as to allow for
payment to record holders of shares of any dividend which may be attributed
thereto. Baxter has no obligation to extend the Offer beyond January 25,
1996 so as to permit consummation of a sale of POL.
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In a related matter and as previously disclosed in filings with the
Securities and Exchange Commission, PSICOR also stated that in connection
with certain litigation pending against PSICOR, the court has scheduled a
hearing for January 10, 1996 regarding the possible issuance of an injunction
which would restrain and enjoin PSICOR and POL from, among other things,
divesting, selling, disposing of or otherwise transferring ownership of POL.
Such an injunction, if granted, also could delay consummation of the Offer.
PSICOR intends to vigorously contest any attempt to enjoin or delay the sale
of POL.
PSICOR, founded in 1968, is the nation's leading provider of
cardiovascular technology and services and the placement and support of
diagnostic clinical laboratories to physicians. The Company supplies over 400
hospitals and 200 physician offices with advanced life-sustaining equipment,
skilled technicians, disposable supplies and expert resource management on a
cost-effective basis.
Baxter is the principal operating subsidiary of Baxter International
Inc. Through its subsidiaries, Baxter International Inc. is the leading
manufacturer and marketer of health-care products and services to healthcare
providers in nearly 100 countries. The company concentrates research and
development programs in cardiovascular medicine, biotechnology, renal therapy
and related medical fields.
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