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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 17, 1998
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(Date of earliest event reported)
BAXTER INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-4448 36-0781620
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(Commission file number) (IRS Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 948-2000
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(Page 1 of 5 pages)
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Item 5. Other Events.
On November 17, 1998, the attached press release was issued.
Item 7. Exhibits
Exhibit No. Exhibit
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99 Press Release
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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.
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(Registrant)
By: /s/ Jan Stern Reed
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Jan Stern Reed
Secretary
Date: December 2, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Media contact: Deborah Spak, (847) 948-2349
Investor contacts: Neville Jeharajah, (847) 948-2875
Mary Kay Ladone, (847) 948-3371
BAXTER DECLARES QUARTERLY DIVIDEND AND REPLACES EXPIRING STOCKHOLDER RIGHTS PLAN
DEERFIELD, Ill., November 17, 1998 -- The board of directors of Baxter
International Inc. (NYSE:BAX) today declared a regular quarterly dividend of
29.10 cents per share of Baxter common stock.
The dividend is payable on January 4, 1999, to stockholders of record as of
December 11, 1998. The dividend declaration is a continuation of the current
rate.
The company also announced today that its board of directors adopted a new
stockholder rights plan to replace the existing plan that expires March 22,
1999. The plan is designed to help ensure that all Baxter stockholders receive
fair treatment in the event of an unsolicited attempt to gain control of the
company and to discourage certain abusive takeover tactics. The adoption of
this plan is not in response to any specific takeover threat, and the board of
directors is unaware of any effort by a third party to acquire control of the
company.
Under the plan, rights will attach to existing shares of common stock at the
rate of one right for each share of common stock held by stockholders of record
at the close of business on March 12, 1999. The rights will expire in March
2009. Each right will entitle a stockholder to buy, under certain
circumstances, one unit of a shareof preferred stock for $275. The rights will
be
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exercisable only if a person or group acquires 15 percent or more of the
company's common stock or commences a tender or exchange offer for 15 percent or
more of the company's common stock. The new rights may be redeemed by the
company at a price of one cent per right at any time until ten business days
following a public announcement that 15 percent or more of the company's common
stock has been acquired.
Baxter International is a global medical products and services company that
focuses on critical therapies for life-threatening conditions. Baxter's
products and services in blood therapies (biopharmaceuticals and blood
collection, separation and storage devices), cardiovascular medicine, medication
delivery and renal therapy are used by health-care providers and their
critically ill patients in 112 countries. Baxter generated 1997 sales of $6.1
billion.
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