SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 26, 1997
Mallinckrodt Inc.
(Exact name of registrant as specified in its charter)
New York 1-483 36-1263901
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7733 Forsyth Boulevard, St. Louis, MO 63105-1820
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, (314) 854-5200
including area code
<PAGE>
Item 5. Other Events
A press release was issued August 26, 1997. The relevant portion of
the text of that release was as follows:
MALLINCKRODT ANNOUNCES COMPLETION OF ITS TENDER OFFER
FOR NELLCOR PURITAN BENNETT
ST. LOUIS, Missouri, August 26, 1997 - Mallinckrodt Inc.
(NYSE:MKG) today announced the successful completion of its all-cash
tender offer for all of the outstanding shares of common stock of
Nellcor Puritan Bennett Incorporated (NASDAQ/NMS:NELL). The tender
offer expired at midnight New York City time on August 25, 1997.
Today, Mallinckrodt's wholly owned subsidiary, NPB Acquisition
Corporation, accepted for payment all of the approximately 59,066,740
shares that were validly tendered and not withdrawn, including
approximately 1,094,154 shares tendered pursuant to notices of
guaranteed delivery. The shares tendered represent more than 90
percent of the outstanding shares of Nellcor Puritan Bennett.
Mallinckrodt said it expects it will soon complete the
acquisition of Nellcor Puritan Bennett by a merger of NPB Acquisition
Corporation into Nellcor Puritan Bennett, in which the remaining
shares of Nellcor Puritan Bennett common stock will be converted into
the right to receive $28.50 per share in cash.
"We are delighted that our tender offer has met with success,"
said C. Ray Holman, chairman and chief executive officer of
Mallinckrodt Inc. "The combination of Nellcor Puritan Bennett and
Mallinckrodt creates the leading business serving the anesthesia and
respiratory care markets. Along with our medical imaging and
specialty pharmaceutical divisions, Mallinckrodt becomes a more
powerful healthcare force serving hospital, alternate care and
pharmaceutical markets. We look forward to working with Nellcor in
bringing our two companies together, and we remain confident in
achieving the objectives expressed at the time of our announcement
last month."
Nellcor Puritan Bennett is the world leader in providing
products that monitor, diagnose and treat the respiratory-impaired
patient in every setting from the hospital to the home. Products
include devices that aid in sleep diagnosis, oxygen monitoring, apnea
monitors, critical care ventilators, oxygen concentrators and
anesthetic gases. The company's web site address is
(www.nellcorpb.com).
Mallinckrodt Inc. serves healthcare and specialty chemicals
markets worldwide. The company is a major producer of diagnostic
imaging agents, medical devices, analgesic pharmaceuticals,
catalysts, and laboratory and microelectronic chemicals. The St.
Louis, Missouri-based company, with fiscal 1997 sales of $1.9
billion, sells more than 1,000 products in more than 100 countries.
The Mallinckrodt web site address is (www.mallinckrodt.com).
# # #
This news release contains forward-looking statements. These
statements are based on current expectations; actual results may
differ materially. Among the factors that could cause actual results
to differ materially are the following: the effect of business and
economic conditions; the impact of competitive products and continued
pressure on prices realized by Mallinckrodt for its products; market
acceptance issues, including the failure of new products to generate
anticipated sales levels; difficulties or delays in receiving
required governmental or regulatory approvals; the cost and effect of
legal and administrative proceedings; and the other risk factors
reported from time to time in Mallinckrodt's filings with the
Securities and Exchange Commission.
Mallinckrodt Inc.
ROGER A. KELLER
Vice President, Secretary
and General Counsel
DATE: August 27, 1997
