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AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON
FORM S-4 OF BAXTER INTERNATIONAL INC.
Pursuant to Item 22(a)(3) of the Registration Statement on Form S-4 of
Baxter International Inc. (File No. 333-21327) as filed with the Securities
and Exchange Commission on February 7, 1997 (the "Registration Statement"),
the Registrant hereby removes from registration an aggregate of 839,938
shares of the Common Stock of Baxter International Inc. ("Baxter"), $1.00 par
value per share ("Baxter Common Stock"), each of which includes an associated
right to purchase from Baxter a unit consisting of one one-hundredth of a
share of Series A Junior Participating Preferred Stock, without par value.
Such number of shares represents the difference between the number of shares
registered pursuant to the Registration Statement (5,641,649) and the number
of shares to be actually issued (4,801,711) pursuant to the Merger (as
defined in the Proxy Statement/Prespectus constituting a part of the
Registration Statement), which became effective on March 14, 1997.
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[SKADDEN, ARPS, SLATE, MEAGHER & FLOM Letterhead]
March 31, 1997
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment to
Registration Statement on Form S-4
of Baxter International Inc.
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Ladies and Gentlemen:
On behalf of Baxter International Inc., a Delaware corporation
("Baxter"), we submit electronically a post-effective amendment to the
Registration Statement on Form S-4 of Baxter, as filed with the Securities
and Exchange Commission on February 7, 1997 (the "Registration Statement"),
relating to the registration, pursuant to the Securities Act of 1933, as
amended (the "Securites Act"), of 5,641,649 shares of common stock, par value
$1 per share (the "Baxter Common Stock") and associated preferred stock
purchase rights of Baxter, issued pursuant to the merger (the "Merger") of
Baxter CVG Services III, Inc., a Utah corporation and a wholly owned
subsidiary of Baxter ("Purchaser"), with and into Research Medical, Inc., a
Utah corporation ("RMI"). Pursuant to Item 22(a)(3) of the Registration
Statement, this post-effective amendment removes from registration 839,938
shares of Baxter Common Stock and associated stock purchase rights of Baxter.
Please do not hesitate to call me at (213) 687-5521 with any questions or
comments. Best regards.
Very truly yours,
/s/ Steven J. Sweeney
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Steven J. Sweeney
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Enclosures
cc: David M. Lynn
Jay P. Wertheim
J. Patrick Fitzsimmons
A. Robert Thorup
