<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
BAXTER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-0781620
(State of incorporation) (I.R.S. Employer Identification No.)
One Baxter Parkway
Deerfield, Illinois 60015
(Address of principal executive offices)
BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
Jan Stern Reed
Corporate Counsel
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Titles of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value/1/ 25,000 shares $48.15625/2/ $1,203,907.00 $356.00
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
/2/ Computed pursuant to Rule 457(c) under the Securities Act of 1933 (the
"Securities Act") solely for the purpose of calculating the registration fee
based on the average of the high and low prices of the Common Stock for December
29, 1997, as reported by The Wall Street Journal under New York Stock Exchange
Composite Transactions. This Registration Statement also covers Common Stock of
the Registrant to be issued pursuant to the anti-dilution provisions of the
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information; Item 2. Registrant Information and Employee
---------------- -----------------------------------
Plan Annual Information.
-----------------------
The documents containing the information required by these items will
be given to employees participating in the Baxter Healthcare Corporation of
Puerto Rico Savings and Investment Plan (the "Plan") and are not required to be
filed with the Securities and Exchange Commission (the "Commission") as part of
the Registration Statement or as an exhibit thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Baxter International Inc. (the "Registrant") incorporates herein by
reference the following documents, as filed with the Securities and Exchange
Commission (the "Commission"):
(i) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(iii) the Registrant's current reports on Form 8-K filed on January
25, 1997 and March 18, 1997;
(iv) the descriptions of the Registrant's Common Stock which are
contained in the registration statements filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such descriptions; and
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment, which indicates that all of the
securities offered hereby have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act. The Registrant also has Common Share Purchase Rights which are
registered under the Exchange Act and which automatically trade at this time
with the Common Stock.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that the Registrant may, and in some circumstances must, indemnify the directors
and officers of the Registrant against liabilities and expenses incurred by any
such person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth. The
Registrant's Restated Certificate of Incorporation provides for indemnification
of the Registrant's directors, officers, employees and other agents to the
extent and under the circumstances permitted by the DGCL. The Registrant has
also entered into agreements with its directors and officers that will require
the Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors or
officers to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
4.1 Summary Plan Description for the Baxter
Healthcare Corporation of Puerto Rico Savings
and Investment Plan
5 The Registrant hereby undertakes that it: (i)
will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and (ii)
has made or will make all changes required by
the IRS in order to qualify the Plan.
15 Awareness of Price Waterhouse LLP
23 Consent of Price Waterhouse LLP
</TABLE>
-2-
<PAGE>
<TABLE>
<C> <S>
24 Powers of Attorney of officers/directors of
the Registrant
</TABLE>
Item 9. Undertakings.
------------
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant and the Plan further undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Plan's Annual Report pursuant to Section
15(d) of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing
-3-
<PAGE>
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
THE REGISTRANT Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Deerfield, State of Illinois, on December 31, 1997.
BAXTER INTERNATIONAL INC.
(Registrant)
By: /s/ Vernon R. Loucks Jr.
------------------------------------
Its: Chairman of the Board of Directors
and Chief Executive Officer
----------------------------------
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
Chairman of the Board of
/s/ Vernon R. Loucks Jr. Directors, Principal December 31, 1997
- --------------------------------------------- Executive Officer and -----------------
Vernon R. Loucks Jr. Director
/s/ Harry M. Jansen Kraemer, Jr. President and Director December 31, 1997
- --------------------------------------------- -----------------
Harry M. Jansen Kraemer, Jr.
/s/ Brian P. Anderson Principal Financial Officer
- --------------------------------------------- and Principal Accounting December 31, 1997
Brian P. Anderson Officer -----------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Walter E. Boomer Director
John W. Colloton* Director
Susan Crown Director
Pei-yuan Chia* Director
Mary Johnston Evans* Director
Frank R. Frame Director
Martha R. Ingram Director
Arnold J. Levine* Director
Monroe E. Trout, M.D.* Director
Reed V. Tuckson, M.D. Director
Fred L. Turner Director; and
George C. St. Laurent, Jr.* Director
*/s/ Harry M. Jansen Kraemer, Jr. Date: December 31, 1997
- --------------------------------- ------------------------
By: Harry M. Jansen Kraemer, Jr.
(attorney-in-fact)
</TABLE>
-5-
<PAGE>
THE PLAN Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on December 31, 1997.
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
By: /s/ David B. Hill
--------------------------------
Its: Vice President
-------------------------------
BANCO POPULAR DE PUERTO RICO, AS TRUSTEE
By: /s/ Luis C. Fernandez
--------------------------------
Its: Vice President
-------------------------------
-6-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
4.1 Summary Plan Description for the Baxter
Healthcare Corporation of Puerto Rico Savings
and Investment Plan
15 Awareness of Price Waterhouse LLP
23 Consent of Price Waterhouse LLP
24 Powers of Attorney of officers/directors of
the Registrant
</TABLE>
<PAGE>
EXHIBIT 4.1
-----------
BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
SUMMARY PLAN DESCRIPTION AND
INFORMATION STATEMENT
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
January 1, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
I. INTRODUCTION........................................ 1
II. PLAN AT A GLANCE
. Eligibility and Participation..................... 2
. Your Contributions................................ 2
. Company Matching Contributions.................... 2
. Investments....................................... 2
. Changes........................................... 2
. Vesting........................................... 3
. Withdrawals....................................... 3
. Final Payment..................................... 3
. Tax Notes......................................... 4
III. ELIGIBILITY AND PARTICIPATION
. Eligibility...................................... 5
. Participation.................................... 5
. Service.......................................... 5
. Breaks in Service................................ 6
IV. CONTRIBUTIONS
. Your Contributions............................... 8
. Company Matching Contributions................... 8
V. INVESTMENTS
. The Investment Funds.............................. 9
. Account Statements................................ 10
VI. MAKING CHANGES...................................... 11
VII. OWNERSHIP OF YOUR ACCOUNT........................... 12
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
VIII. RECEIVING MONEY WHILE YOU ARE EMPLOYED
. Hardship Withdrawals.............................. 13
IX. FINAL PAYMENT OF YOUR ACCOUNT
. Beneficiary Designation........................... 14
. Form of Payment................................... 14
. Tax Considerations................................ 14
X. FORFEITURES......................................... 16
XI. OTHER IMPORTANT INFORMATION
. Claims for Benefits............................... 17
. Non-Assignability of Benefits / Qualified
Domestic Relations Orders........................ 18
. Termination of the Plan........................... 18
. No Guarantee of Employment........................ 18
. Other Matters..................................... 18
XII. PLAN ADMINISTRATION
. Plan Name......................................... 20
. Employer Identification Number.................... 20
. Plan Number....................................... 20
. Plan Sponsor...................................... 20
. Type of Plan...................................... 20
. Plan Year......................................... 20
. Plan Administrator................................ 21
. Plan Cost......................................... 21
. Agent for Service of Legal Process................ 21
. Plan Trustee...................................... 21
. Participating Employers........................... 22
. Recordkeeper...................................... 22
XIII. STATEMENT OF ERISA RIGHTS........................... 23
XIV. DOCUMENTS INCORPORATED BY REFERENCE
AND SHAREHOLDER MATERIALS.......................... 25
</TABLE>
ii
<PAGE>
I. INTRODUCTION
We all plan for the future and hope that one day we can retire with adequate
accumulated resources. Baxter Healthcare Corporation of Puerto Rico provides an
easy and effective way to help employees accumulate savings for retirement with
the Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan
(the "Plan"). Together with the Baxter Pension Plan and Social Security, the
Plan can help you build financial independence for your retirement.
If you participate in the Plan, there are ways to make withdrawals, under
specific circumstances, before retirement. However, keep in mind that the Plan
is designed for long-term savings. It will be most valuable to you if you use it
as intended - as a retirement savings vehicle.
This document provides a Summary Plan Description of the Plan, established as of
January 1, 1998 under Section 1165(e) of the Puerto Rico Internal Revenue Code
of 1994, as amended, and Section 401(a) of the U.S. Internal Revenue Code of
1986, as amended. The following information explains eligibility for
participation, contributions to your account, payments from the Plan, and more.
If you have difficulty understanding this information, or if you have any
questions that are not answered by this pamphlet, you should contact the Human
Resources Department to obtain assistance. If there is ever a disagreement
between the Plan's legal document and this information, the Plan's legal
document is the final authority.
This Summary Plan Description is not intended to address the restrictions
imposed by the Securities Exchange Act of 1934 that may be applicable to
officers who participate in the Plan. Among other things, these restrictions may
limit an officer's ability to change his or her investment elections, to
transfer amounts between investment funds, and to borrow from or to make
withdrawals from his or her accounts. Officers should contact the Plan
Administrator for detailed information regarding their participation in the Plan
and these restrictions.
WE URGE YOU TO READ THIS DOCUMENT CAREFULLY AND KEEP IT IN A SAFE PLACE FOR
FUTURE REFERENCE.
<PAGE>
II. PLAN AT A GLANCE
ELIGIBILITY AND PARTICIPATION
To participate, you must:
. be an employee and on the payroll of Baxter or a subsidiary division or
facility of Baxter which has adopted the Plan on behalf of its Puerto
Rico employees;
. have completed 12 months of continuous service in which you worked at
least 1,000 hours; and
. enroll to make contributions.
YOUR CONTRIBUTIONS
You can contribute any whole percentage from 1% to 10% of your pay up to the
limit allowed by law (for 1998 the limit is $8,000), on a before-tax basis
through payroll deductions.
COMPANY MATCHING CONTRIBUTIONS
The Company will match 50c for each dollar you contribute, on the first 6% of
your pay that you contribute.
INVESTMENTS
Your account dollars are invested in one or more of the various available
investment funds.
CHANGES
You can stop contributing at anytime (this change will be effective as soon as
administratively feasible after you return the Enrollment/Change Form to your
Human Resources Department). You can also change the percentage of your
contribution at the beginning of any calendar quarter, by completing an
2
<PAGE>
Enrollment/Change Form and returning it to your Human Resources Department 30
days in advance of the effective date of the change. You can resume making
contributions to the Plan at the beginning of any calendar quarter, with 30 days
advance notice.
VESTING
"Vesting" means ownership. You are always 100% vested in your personal
contributions to the Plan. You acquire vested rights to the Company's matching
contributions on your behalf in accordance with your years of service as
follows:
<TABLE>
<CAPTION>
Years of Service Vested Rights
- ---------------------------------- ----------------------------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
Service that you already have when the Plan becomes effective on January 1,
1998, counts toward your vested benefit (i.e., if you have been with Baxter for
5 years or more on January 1, 1998, then you are already 100% vested).
WITHDRAWALS
While you are employed, you may not withdraw your before-tax contributions to
the Plan unless you are 59 1/2 years old or incur a financial hardship.
FINAL PAYMENT
You are entitled to your vested account balance when:
. your employment ends;
. you retire at age 65; or
. you become disabled.
Your beneficiary(ies) will receive your entire account balance if you die.
3
<PAGE>
Your account balance will be paid in cash or Baxter Common Stock, in either a
single "lump-sum" or a series of payments for a determined number of years.
TAX NOTES
Your before-tax contributions, the company matching contributions and any
earnings in your account are taxable upon receipt. If you leave employment, you
can continue deferring the payment of such taxes by rolling over your entire
amount into an IRA or into another qualified plan that accepts rollovers should
you terminate employment, retire, become disabled, or reach age 59 1/2. In
order to be able to roll assets over into another qualified plan that accepts
rollovers, the plan must be qualified in Puerto Rico. Certain distributions
from the Plan which are paid over time or required by law may not be eligible
for rollover treatment.
4
<PAGE>
III. ELIGIBILITY AND PARTICIPATION
ELIGIBILITY
To participate, you must:
. be an employee and on the payroll of Baxter or a subsidiary division or
facility of Baxter which has adopted the Plan on behalf of its Puerto
Rico employees;
. have completed 12 months of continuous service in which you worked at
least 1,000 hours; and
. enroll to make contributions.
PARTICIPATION
Once you are eligible, you can join the Plan on the first day of the first
payroll period of any calendar quarter (January, April, July, or October) by
submitting your enrollment form at least 30 days in advance to your Human
Resources Department.
If you meet the Plan's eligibility requirements, leave the Company and are later
rehired, you can resume participation in the Plan on the first day of your
reemployment.
SERVICE
Your service with the Company determines your eligibility to participate in the
Plan and what portion of the company matching contribution made on your behalf
is non-forfeitable.
If you are a regular full-time employee (which means you are regularly scheduled
to work at least 35 hours per week), you are credited with 45 hours of service
for each week that you work at the Company, provided you work at least one hour
during that week. Otherwise, you earn hours of service based on actual hours
that you work during a plan year. In addition, you earn hours of service for
hours that you are away from work, such as:
. vacations and holidays; and
5
<PAGE>
. jury duty.
You also are credited with hours for which back pay is awarded.
You are also credited for absences due to the following:
. illness and disability;
. layoff;
. authorized leave of absence (such as family or medical leave, excluding
any absence from work under the Company's "intermittent family leave"
policy); and
. military duty (as long as you are reemployed under laws governing
veterans' reemployment rights).
However, you do not receive more than 501 hours of service for any single period
away from your job (except for military service). If you are away from your job
for a single period of time for any of the above reasons, and your time away
extends into the next plan year, you also could be credited with up to 501
additional hours in that next plan year.
Hours of service do not include hours for which you are paid under workers'
compensation, unemployment compensation or state disability insurance laws.
BREAKS IN SERVICE
If you have a break in service, you risk losing a percentage of the company
matching contributions made on your behalf to the Plan. You incur a one-year
break in service when you earn fewer than 501 hours of service in a plan year.
If you have not yet earned one year of service, and you incur a break in service
which lasts for 5 or more years, you lose credit for all service you had earned
before the break. However, if you are rehired before the 5 years are up, your
service is restored.
If you incur a break in service that lasts for 5 or more years after you have
earned at least one year of service, but less than five years of service, you
will permanently lose the portion of your company matching contributions account
balance that is not vested. However, your prior vesting service will be
credited for purposes of matching contributions credited to your account after
your break in service ends (for example, when you return to work after an
absence of 5 or more years).
6
<PAGE>
While you are on leave, such as maternity leave, paternity leave or adoption,
you have some protection against a break in service. During your absence, you
receive credit for service - up to eight hours for each workday you are absent,
up to a total of 501 hours.
If you leave the Company to serve in the U.S. military, you can prevent a break
in service. To do this, you must return to employment no later than 90 days
after your military discharge regardless of your length of duty with the
military (i.e., length of break in service) or within such other time required
by law.
7
<PAGE>
IV. CONTRIBUTIONS
Both you and the Company contribute to your account.
YOUR CONTRIBUTIONS
You can make before-tax contributions in any whole percentage ranging from 1% to
10% of your pay. Before-tax contributions are limited to a maximum amount of
$8,000, or such other amount as is determined in accordance with the law.
Remember, you cannot have more than $8,000 combined in the Plan and an IRA. Your
"pay" includes your regular basic earnings, commissions, overtime, shift
differentials, executive incentive bonuses, Christmas bonuses, vacation pay,
holiday pay, jury duty pay, lead pay, military pay, on-call pay, sick pay and
paid absences. (Note that some compensation does not count as "pay"; for
example, awards, allowances, reimbursements and some other forms of cash
compensation are not included as "pay" for purposes of this Plan.) The amount
you choose to contribute on a before-tax basis is automatically deducted from
each paycheck, before income tax is withheld. All contributions are deposited
monthly to an account in your name.
COMPANY MATCHING CONTRIBUTIONS
The Company matches 50c of every dollar you contribute into the Plan, on the
first 6% of your pay that you contribute.
The following chart will give you an idea of how the Company's matching
contribution adds significantly to your account. Assuming you have annual pay
of $10,000:
<TABLE>
<S> <C> <C> <C> <C> <C>
If you choose.............. 2% 4% 6% 8% 10%
---- ---- ---- ------ ------
You Save................... $200 $400 $600 $ 800 $1,000
Company adds............... 100 200 300 300 300
---- ---- ---- ------ ------
Total Savings $300 $600 $900 $1,100 $1,300
==== ==== ==== ====== ======
</TABLE>
The Company's matching contribution comes from its current or accumulated
profits and is credited to your account monthly.
8
<PAGE>
V. INVESTMENTS
THE INVESTMENT FUNDS
The funds in your account are invested in accordance with your instructions.
You may choose to invest your contributions entirely in one of the following
funds, or you may split your contributions among all or any of them in multiples
of 1%:
. Stable Income Fund -- This fund invests primarily in guaranteed
investment contracts from insurance companies and other fixed income
securities.
. Composite Fund -- This fund invests in stocks of U.S. companies and
bonds from the government and corporations.
. S&P 500 Equity Index Fund -- This fund attempts to duplicate the
performance of the Standard and Poor's 500 Index, which consists of the
stocks of 500 of the largest companies in the U.S.
. General Equity Fund -- This fund invests in stock from U.S. companies
that are considered to have growth potential.
. International EAFE Equity Index Fund -- This fund invests in equities
of large companies in Europe, Australia and the Far East.
. Baxter Common Stock Fund -- The primary investment of this fund is in
Baxter Common Stock. Your ownership is measured in shares of stock.
Any buy or sell orders you place with the Trustee will be executed under
procedures (including procedures covering the time of execution)
established by the Company and the Trustee. Because this fund is not
diversified, it has a higher level of financial risk than the other
investment funds. If you invest in this fund, you will be eligible to
attend shareholder meetings, and you can tell the Trustee how to vote
the shares of stock represented by your vested proportionate interest in
the fund. Before each shareholder meeting, you will receive information
about the meeting and about your voting rights.
9
<PAGE>
The Plan has been designed to be flexible and to put you in control, not only of
your savings rate, but also of your investment choices. Once you choose the
amount that you want to save, you will need to decide how to invest amounts
contributed to your accounts.
You control the investment direction of your account. You have a choice of
several different investment funds. The Company reserves the right to change
these funds in the future. The funds that are currently available are described
in this Summary Plan Description.
When you become a participant in the Plan, the Plan Administrator will provide
you an election form on which you may choose the investment funds in which to
direct the investment of amounts credited to your accounts. As often as once a
quarter, you may change your investment elections by completing a new election
form and returning it to the Plan Administrator.
The Plan is intended to constitute a plan described in Section 404(c) of the
Employee Retirement Income Security Act of 1974, as amended, and corresponding
Department of Labor Regulations. Pursuant to these laws, the fiduciaries of the
Plan may be relieved of liability with respect to the investments of your
accounts.
ACCOUNT STATEMENTS
Your account is valued at the end of every calendar quarter (March 31, June 30,
September 30, and December 31) and a statement is prepared for you. This
statement will reflect your account balances, contributions (yours and the
Company's), withdrawals (if any), investments and earnings/losses for the
corresponding period.
10
<PAGE>
VI. MAKING CHANGES
You can make the following types of changes:
. suspend contributions;
. resume making contributions;
. change the percentage of your contributions; or
. change your investment options.
You can suspend your contributions to the Plan at any time. The change will be
effective as soon as administratively feasible after you complete and return the
Enrollment/Change Form. Remember that you will not receive the Company match
while you are not making contributions to the Plan.
You may resume making contributions or change the percentage of your
contributions, as of the first day of the first pay period of any calendar
quarter (January, April, July, or October). You may also change your investment
options as of the first day of any calendar quarter.
Your Human Resources Department will provide you with the form you need to
complete in order to request any of these changes. After completing the form
you are required to return it to the Human Resources Department 30 days in
advance of the effective date of the change (at least 10 days in case of the
suspension of contributions).
11
<PAGE>
VII. OWNERSHIP OF YOUR ACCOUNT
"Vesting" means ownership. You are always 100% vested in your personal
contributions to the Plan. You acquire vested rights to the Company's matching
contributions on your behalf in accordance with your years of service as
follows:
<TABLE>
<CAPTION>
Years of Service Vested Rights
---------------- -------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
Service that you already have when the Plan becomes effective on January 1,
1998, counts toward your vested benefit (i.e., if you have been with Baxter for
5 years or more on January 1, 1998, then you are already 100% vested).
You will also become fully vested in the Company's matching contributions
account, regardless of your years of service with the Company, upon attaining
age 65 or if you become disabled in accordance with the provisions of the Plan
or die while employed by the Company.
12
<PAGE>
VIII. RECEIVING MONEY WHILE YOU ARE EMPLOYED
You may not request a withdrawal from your account unless you are 59 1/2 years
old, or incur a financial hardship.
If you have a financial hardship and cannot obtain the money you need from any
other source, you may request a withdrawal (if withdrawal is due to hardship, no
more than two (2) will be allowed in any plan year, if withdrawal is due to
attainment of age 59 1/2, then withdrawals will be limited to one (1) per plan
year) from your before-tax contributions account. A hardship withdrawal must be
approved by Watson Wyatt and is considered taxable income. In addition, you
will not be able to make before-tax contributions for a period of 12 months
following the hardship withdrawal. When you begin contributing to the Plan
again after making a hardship withdrawal, the maximum amount that you are
permitted to contribute to the Plan during that calendar year is reduced by any
amount that you contributed to the Plan in the calendar year in which you made
such hardship withdrawal. You will be required to submit the necessary evidence
to substantiate the hardship.
HARDSHIP WITHDRAWALS
According to the law, for a withdrawal to qualify as a hardship, it must be made
on account of the participants immediate and heavy financial need and it must be
necessary to satisfy such need. A hardship withdrawal will be deemed to be made
on account of an immediate and heavy financial need if is made for any of the
following reasons:
. The purchase of your primary residence (excluding mortgage payments).
. The amount necessary to prevent the eviction (or foreclosure on the
mortgage) of your principal residence.
. College education expenses for you, your spouse, or your children or any
other dependent.
. Extraordinary medical expenses incurred by you, your spouse, or your
children or any other dependent not covered by insurance or other
coverage.
Hardship withdrawals will be paid as soon as practical after the request is made
and are limited to two (2) per plan year.
13
<PAGE>
IX. FINAL PAYMENT OF YOUR ACCOUNT
Your entire account balance is paid to you when you retire or if you become
disabled in accordance with the terms of the Plan. If you leave the Company for
any other reason, you are entitled to receive your vested account balance (see
page 11 for information on vesting). Your beneficiary receives your entire
account balance if you die before it is distributed.
BENEFICIARY DESIGNATION
Your beneficiary(ies) is(are) the person(s) you choose to receive your benefits
in the event you die before your account is paid. If you are married, your
beneficiary is your spouse. To name someone other than your spouse as your
beneficiary(ies), you must obtain your spouse's written consent. Such consent
must be witnessed by the Plan Administrator or a Notary Public.
If both you and your beneficiary die before payment of your account begins, the
Plan Administrator will pay your account balance in accordance with the
provision in the Plan's legal document (spouse, children, parents, siblings,
estate).
FORM OF PAYMENT
Upon your termination of employment, your account balance will be paid in cash
or in Baxter Common Stock, in the form of a single "lump-sum" sum or a series of
payments for a determined number of years.
If you terminate your employment prior to retirement and your account balance
exceeds $3,500, it will not be distributed to you until the earlier of your 65th
birthday or your death, unless you consent in writing to an earlier
distribution. You may exercise the option of an earlier distribution at any
time after you have terminated your employment.
TAX CONSIDERATIONS
Any amount withdrawn or distributed will generally be taxable income to you,
unless the amount is rolled over directly from the Plan to another employer's
tax-qualified plan or an IRA. Taxes on the amounts rolled over are deferred
until you later receive a distribution from the IRA or plan.
14
<PAGE>
Generally, the amount of a taxable cash distribution is subject to 20%
withholding, unless the amount is directly rolled over from the Plan to an IRA
or another employer's plan. If you are entitled to receive a "lump-sum"
distribution, you may avoid 20% withholding if you direct the Plan to transfer
this distribution directly from the Plan to an IRA or another employer's plan.
Installment payments over more than one taxable year are generally not subject
to withholding. Additionally, distributions consisting entirely of the
Company's common stock may be eligible for special withholding rules. You should
consult your own tax advisor for further information on the tax consequences in
advance of receiving any distributions from the plan.
15
<PAGE>
X. FORFEITURES
If your employment ends for a reason other than retirement, disability or death
and before you become vested, you lose some or all of the Company's matching
contributions and earnings thereon. The amount that is lost is called a
forfeiture. These forfeitures will be used to reduce future Company
contributions.
Forfeitures can be restored if you are rehired before you have a five-year break
in service (see page 6 for more information about breaks in service). However,
in order to have a forfeiture restored, you will need to repay to the Plan any
amount of company matching contribution received when you originally left
employment.
16
<PAGE>
XI. OTHER IMPORTANT INFORMATION
CLAIMS FOR BENEFITS
If you are entitled to benefits under the Plan you must submit a written claim
for benefits to the Administrative Committee. If your claim for benefits is
denied, in whole or in part, the Administrative Committee must furnish you
within 90 days after receipt of such claim (or within 180 days after receipt if
special circumstances require an extension of time), a written notice which
specifies the reason for denial, refers to the pertinent provisions of the Plan
on which the denial is based, describes any additional material or information
necessary for properly completing the claim and explains why such material or
information is necessary for properly completing the claim and explains the
Plan's claim review procedures. If your claim is denied under the provisions
described above, or if you have not received from the Administrative Committee a
response to your claim within the time periods specified in the provisions
described above, you may request a review of the denied claim by written request
to the Administrative Committee within 60 days after receiving notice of the
denial. In connection with such request, you or your authorized representative
may review pertinent documents and may submit issues and comments in writing.
If such a request is made, the Administrative Committee shall make a full and
fair review of the denial of your claim and shall make a decision not later than
60 days after receipt of the request, unless special circumstances (such as the
need to hold a hearing) require an extension of time, in which case a decision
shall be made as soon as possible but not later than 120 days after receipt of
the request for review, and written notice of the extension shall be given to
you before commencement of the extension. The decision on review shall be in
writing and shall include specific reasons for the decision and specific
references to the pertinent provisions of the Plan on which the decision is
based.
No person entitled to benefits under the Plan shall have any right to seek
review of a denial of benefits, or to bring any action to enforce a claim for
benefits, in any court prior to his filing a claim for benefits and exhausting
all of his rights under the procedures described above. Although not required
to do so, you may choose to state the reason or reasons you believe you are
entitled to benefits, and may choose to submit written evidence, during the
initial claim process or review of claim denial process. However, failure to
state any such reason or submit such evidence during the initial claim process
or review of claim denial process, or by written notice to the Administrative
Committee within 60 days of the date of the decision on the review of the claim
denial, will permanently bar you and your successors in interest from raising
such reason or submitting such evidence in any forum at any later date.
17
<PAGE>
NON-ASSIGNABILITY OF BENEFITS / QUALIFIED DOMESTIC RELATIONS ORDERS
Generally, no one can take away your Plan account, and you cannot give or sell
it to someone else or use it as collateral for a loan. In addition, your
creditors cannot claim your account to satisfy debts.
However, in a divorce settlement, the court may issue a "qualified domestic
relations order" instructing the Plan to pay all or part of your account to your
spouse, former spouse, child or dependent.
Although the Plan must obey a qualified order of the court, the Plan
Administrator will contact you immediately if an attempt is made to claim your
Plan account. If you would like more detailed information on this subject,
please contact your Human Resources Representative.
TERMINATION OF THE PLAN
Baxter Healthcare Corporation of Puerto Rico intends to continue the Plan
indefinitely but reserves the right to amend, suspend or discontinue it at
anytime, if that should ever be necessary. In the event of a termination, all
participants will become 100% vested (regardless of years of service), and the
Company will direct that account balances be distributed to you and all other
participants.
NO GUARANTEE OF EMPLOYMENT
Nothing in the Plan is intended to give any employee the right to continue in
employment with the Company.
OTHER MATTERS
This Summary Plan Description describes the Plan as in effect on January 1,
1998. The Plan is subject to amendment and termination after the date of this
Summary Plan Description. The Summary Plan Description will be updated to
reflect material amendments and changes, but certain changes and amendments
which are not of a material nature (based on U.S. Department of Labor
regulations) may be made or may occur without being reflected in this Summary
Plan Description.
This Summary Plan Description is not intended to serve an anything more than a
simple introduction to the Plan, and you should rely upon the Plan documents and
18
<PAGE>
trust document when evaluating your rights. If you are not sure of your rights,
you are encouraged to seek the Plan Administrator's interpretation of the
provisions of the Plan.
The Plan and your rights under the Plan are subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), except for the minimum
funding standards and mandatory termination insurance coverage requirements
(PBGC insurance), since these protective provisions cannot be extended to
participants in a defined-contribution plan. ERISA requires that certain
information regarding the Plan be distributed periodically, and the employer
will distribute this information to you.
The Plan is intended to be qualified under Section 401(a) of the U.S. Internal
Revenue Code of 1986, as amended, and Section 1165(e) of the Puerto Rico
Internal Revenue Code of 1994, as amended. The Company intends to apply for and
receive approval with respect to the qualified status of the Plan in both the
United States and Puerto Rico.
19
<PAGE>
XII. PLAN ADMINISTRATION
This section formally identifies the Plan and gives the names and addresses of
those responsible for its administration.
PLAN NAME
Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan
EMPLOYER IDENTIFICATION NUMBER 36-2637148
PLAN NUMBER 24
PLAN SPONSOR
Baxter Healthcare Corporation of Puerto Rico
One Baxter Parkway
Deerfield, Illinois 60015
Telephone: (847) 948-2000
TYPE OF PLAN
The Plan is a defined contribution tax-deferred savings plan. As such, the
Plan's benefits are not insured by the Pension Benefit Guaranty Corporation,
which only insures defined benefit retirement plans.
PLAN YEAR
The plan year runs from January 1 through December 31.
20
<PAGE>
PLAN ADMINISTRATOR
Administrative Committee
c/o Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
Telephone: (847) 948-2000
PLAN COST
The Plan is funded by contributions from you and the Company.
AGENT FOR SERVICE OF LEGAL PROCESS
The Plan Administrator is the agent for service of legal process, but service
may also be made on the Plan Trustee.
PLAN TRUSTEES
Puerto Rico:
-----------
Banco Popular de Puerto Rico
Trust Department
290 Ponce de Leon Avenue
Hato Rey, Puerto Rico 00918
Telephone: (787) 765-9800
United States:
-------------
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Telephone: (617) 786-3000
21
<PAGE>
PARTICIPATING EMPLOYERS
Baxter Healthcare Corporation of Puerto Rico
Baxter Sales and Distribution Corporation
Baxter Pharmacy Services Corporation
Perfusion Services of Baxter Healthcare Corporation (for its Puerto Rico
employees)
RECORDKEEPER
Watson Wyatt & Company
Royal Bank Center - Suite 306
255 Ponce de Leon Avenue
Hato Rey, Puerto Rico 00917
Telephone: (787) 753-8520
22
<PAGE>
XIII. STATEMENT OF ERISA RIGHTS
As a participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all Plan participants shall be entitled to:
(1) Examine, without charge, at the Plan Administrator's office all Plan
documents, including insurance contracts, and copies of all documents filed
by the Plan with the U.S. Department of Labor, such as detailed annual
reports and Plan descriptions.
(2) Obtain copies of all Plan documents and other Plan information upon written
request to the Plan Administrator. The Administrator may make a reasonable
charge for the copies.
(3) Receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each participant with a copy of
this summary annual report.
(4) Obtain a statement telling you whether you have a vested right to receive a
benefit from the Plan and, if so, what your vested benefit would be if you
stop working under the Plan now. If you do not have a vested right to a
benefit, the statement will tell you how many more years you have to work
for the Company or an affiliated employer to get a vested right to a
benefit. This statement must be requested in writing and is not required
to be given more than once a year. The Plan Administrator must provide the
statement to you free of charge.
(5) In addition to creating rights for Plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the employee
benefit plan. The people who operate your Plan, called "fiduciaries" of
the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries.
(6) No one, including your employer, or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining
a welfare benefit or exercising your rights under ERISA. If your claim for
a welfare benefit is denied in whole or in part, you must receive a written
explanation of the reason for the denial. You have the right to have a
Plan review and reconsider your claim. Under ERISA, there are steps you
can take to enforce the above rights. For instance, if you request
materials
23
<PAGE>
from the Plan and do not receive them within 30 days, you may file a suit
in a federal court. In such a case, the court may require the Plan
Administrator to provide the materials and pay you up to $100 a day until
you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator.
(7) If you have a claim for benefits which is denied or ignored in whole or in
part, you may file suit in a state or federal court. If it should happen
that Plan fiduciaries misuse the Plan's money, or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees
if it finds that your claim is frivolous.
(8) If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about
your rights under ERISA, you should contact the nearest Area Office of the
U.S. Pension and Welfare Benefits Administration, Department of Labor.
24
<PAGE>
XIV. DOCUMENTS INCORPORATED BY REFERENCE
AND SHAREHOLDER MATERIALS
This document constitutes part of a Prospectus covering securities that have
been registered under the Securities Act of 1933. The following documents, as
filed with the Securities and Exchange Commission, are incorporated in this
Prospectus by reference: (i) Baxter International Inc.'s annual report on Form
10-K for the year ended December 31, 1996; (ii) its definitive proxy statement
filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") in
connection with the 1996 annual meeting of its stockholders; (iii) the
description of common stock as provided in its annual report on Form 10-K for
the year ended December 31, 1996; and (iv) all documents filed by Baxter
International Inc. or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date hereof and prior to the filing of a post-
effective amendment, which indicate that all of the securities offered hereby
have been sold or which deregisters all such securities remaining unsold. Since
the Plan became effective as of January 1, 1998, an annual report on Form 11-K
has not yet been filed for the Plan. With respect to subsequent plan years, the
most recently filed Form 11-K shall be incorporated in this Prospectus by
reference. Copies of any or all such reports (excluding certain exhibits), the
Annual Report to Shareholders and other communications generally distributed to
shareholders are available without charge to participants by written or oral
request to the Plan Administrator.
25
<PAGE>
EXHIBIT 15
----------
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are aware that Baxter International Inc. has included our reports dated
May 10, 1997, August 7, 1997 and November 13, 1997 (issued pursuant to the
provisions of Statement of Auditing Standards No. 71) in its Registration
Statement on Form S-8 to be filed on or about December 31, 1997. We are also
aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
December 30, 1997
<PAGE>
EXHIBIT 23
----------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Baxter International Inc. of our report dated February
10, 1997, which appears on page 26 of the 1996 Annual Report to Stockholders of
Baxter International Inc., which is incorporated by reference in Baxter
International Inc.'s Annual Report on Form 10-K for the year ended December 31,
1996. We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page 10 of such Annual Report
on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
December 30, 1997
<PAGE>
EXHIBIT 24
----------
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Registrant hereby
constitutes and appoints Vernon R. Loucks, Jr. and Harry M. Jansen Kraemer, Jr.
and each of them, his true and lawful attorneys with full power to them and to
each of them singly, to sign, in any and all capacities, any and all amendments
to this Registration Statement, including post-effective amendments, to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Commission under the Securities Act.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 31, 1997.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Vernon R. Loucks Jr.
- ---------------------------------------------- Chairman of the Board of Directors, Chief
Vernon R. Loucks Jr. Executive Officer and Principal Executive
Officer
/s/ Harry M. Jansen Kraemer, Jr.
- ----------------------------------------------- President and Director
Harry M. Jansen Kraemer, Jr.
/s/ Brian P. Anderson
- ----------------------------------------------- Principal Financial Officer
Brian P. Anderson and Principal Accounting Officer
- ----------------------------------------------- Director
Walter E. Boomer
/s/ John W. Colloton
- ------------------------------------------------ Director
John W. Colloton
- ------------------------------------------------ Director
Susan Crown
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Pei-yuan Chia
- ------------------------------ Director
Pei-yuan Chia
/s/ Mary Johnston Evans
- ------------------------------ Director
Mary Johnston Evans
- ------------------------------ Director
Frank R. Frame
- ------------------------------ Director
Martha R. Ingram
/s/ Arnold J. Levine
- ------------------------------ Director
Arnold J. Levine
/s/ Monroe E. Trout, M.D.
- ------------------------------ Director
Monroe E. Trout, M.D.
- ------------------------------ Director
Reed V. Tuckson, M.D.
- ------------------------------ Director; and
Fred L. Turner
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ George C. St. Laurent, Jr.
- --------------------------------- Director
George C. St. Laurent, Jr.
</TABLE>
