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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Apache Medical Systems, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
03746E 10 2
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(CUSIP Number)
J. Patrick Fitzsimmons
One Baxter Parkway
Deerfield, IL 60015 (847) 948-3827
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 3 Pages
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CUSIP No. 03746E102 13D Page 2 of 3 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
BAXTER INTERNATIONAL INC
I.R.S. Identification Number: 36-0781620
BAXTER HEALTHCARE CORPORATION
I.R.S. Identification Number: 36-2999006
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
DELAWARE
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Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
573,346
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(9) Sole Dispositive Power
-0-
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(10) Shared Dispositive Power
573,346
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
573,346
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
7.82%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 3 Pages
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This Schedule 13D relates to the holdings of Baxter Healthcare Corporation, a
Delaware corporation ("Purchaser"), of 573,346 shares of common stock, $0.01
par value, of Apache Medical Systems, Inc., a Delaware corporation (the
"Company").
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.01 par value (the "Shares"),
of the Company. The address of the principal executive offices of the Company
is:
1650 Tysons Boulevard
McClean, Virginia 22102
Telephone: (703) 847.1400
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Purchaser and Baxter International Inc., a
Delaware corporation, and the owner of 100% of the capital stock of Purchaser
(the "Parent"). The principal executive offices of Purchaser and Parent are
located at One Baxter Parkway, Deerfield, Illinois, 60015. Purchaser and
Parent are engaged in the worldwide development, distribution and manufacture
of a diversified line of products, systems and services used primarily in the
healthcare field.
Neither Parent nor Purchaser, nor, to the best of the knowledge of Parent and
Purchaser, any director or executive officer of Parent or Purchaser, has
been, during the last five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Purchaser received the funds necessary to purchase the Shares from Parent.
Parent transferred such funds to Purchaser from Parent's working capital.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchase of Shares by Purchaser was to give Purchaser and
Parent an equity interest in the Company. This statement is filed as a result
of the July 3, 1996 completion of the Company's initial public offering.
Other than as described above, neither Purchaser nor Parent has any plans or
proposals which related to, or may result in, any of the matters listed in
Items 4(a)-(j) of Schedule 13D (although each reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Except as set forth above, neither Purchaser, Parent, nor, to the best of the
knowledge of Purchaser and Parent, any director or executive officer of
Purchaser or Parent beneficially owns any other Shares.
(a) Purchaser and Parent share the power to vote and dispose of the Shares.
(b) The Shares were acquired prior to July 3, 1996.
(c) Not applicable
(d) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth above, to the best knowledge of Purchaser and Parent, no
contracts, arrangements, understandings or relationships (legal or otherwise)
exist among the persons named in Item 2 above, or between such persons and
any other person with respect to any securities of the Company, including,
but not limited to, transfer or voting of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned corporations certifies that the information set forth
in this statement is true, complete and correct.
DATE: February 14, 1997
BAXTER HEALTHCARE CORPORATION
By: /s/ J. Patrick Fitzsimmons
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Assistant Secretary
BAXTER INTERNATIONAL INC.
By: /s/ A. Gerard Sieck
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Secretary
