<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 26, 1997
-------------------------------
MALLINCKRODT INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 1-483 36-1263901
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7733 Forsyth Boulevard, St. Louis, Missouri 63105-1820
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (314) 854-5200
----------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Not Applicable
Item 2. Acquisition or Disposition of Assets
On August 26, 1997, Mallinckrodt Inc. ("Mallinckrodt") completed its
previously announced tender offer (the "Tender Offer") for the shares of Common
Stock, par value $.001 per share (the "Shares") of Nellcor Puritan Bennett
Incorporated ("Nellcor"). Mallinckrodt acquired approximately 99% of the
outstanding Shares through the Tender Offer. Mallinckrodt obtained the funds
required to purchase the outstanding Shares through a $2 billion senior secured
credit facility provided by Morgan Guaranty Trust Company of New York and
Goldman Sachs Credit Partners L.P. On August 29, 1997 Mallinckrodt's wholly
owned subsidiary, NPB Acquisition Corp. ("NPB"), a Delaware corporation, merged
with and into Nellcor pursuant to the Agreement and Plan of Merger, dated as of
July 23, 1997, among Nellcor, Mallinckrodt and NPB (the "Merger Agreement").
Pursuant to the Merger Agreement, all remaining outstanding Shares (other than
Shares owned by Mallinckrodt, NPB or any other subsidiary of Mallinckrodt) were
converted into the right to receive $28.50 in cash per Share (subject to the
right of holders who comply with applicable procedures under the Delaware
General Corporation Law to exercise their appraisal rights to receive the "fair
value" of their Shares) and Nellcor became a wholly owned subsidiary of
Mallinckrodt.
Items 3-6. Not Applicable
-2-
<PAGE>
Items 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired
Statement of operations and balance sheet data for the fiscal
years ended July 3, 1994, July 2, 1995 and July 7, 1996 and for
the nine months ended March 31, 1996 and April 6, 1997 have been
filed with the Securities and Exchange Commission (the "SEC") by
NPB Acquisition Corp. ("NPB") as part of Section 9 of the Offer
to Purchase filed as Exhibit 1 to the NPB Schedule 14D-1 and are
incorporated herein by reference.
The (i) consolidated balance sheet of Nellcor as of July 7, 1996
and April 6, 1997, (ii) the consolidated statement of operations
for the three months and nine months ended March 31, 1996 and
April 6, 1997 and (iii) the consolidated statement of cash flows
for the nine months ended March 31, 1996 and April 6, 1997 have
been filed with the SEC as part of Nellcor's Quarterly Report on
Form 10-Q for the quarterly period ended April 6, 1997, and are
incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be
filed by an amendment to this Report not later than 60 days after
the date hereof.
(c) Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of July 23,
1997, among Nellcor Puritan Bennett ("Nellcor")
Incorporated, Mallinckrodt Inc. and NPB
Acquisition Corp. (Incorporated by reference to
Nellcor's Current Report on Form 8-K (File No. 0-
14980) filed on August 5, 1997).
Item 8. Not Applicable
-3-
<PAGE>
SIGNATURE
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 thereunder duly authorized.
Dated: September 5, 1997
MALLINCKRODT INC.
By: /s/ C. Ray Holman
-------------------------
Name: C. Ray Holman
Title: Chairman and Chief
Executive Officer
