SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LifeCell Corporation
(Name of Issuer)
COMMON
(Title of Class of Securities)
531927101
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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 4 Pages
<PAGE>
CUSIP No. 531927101 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Medtronic, Inc.
41-0793183
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
MN
NUMBER 5. SOLE VOTING POWER 345,191
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER NONE
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 345,191
PERSON WITH
8. SHARED DISPOSITIVE POWER NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,191
[ ]
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer
LifeCell Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
3606 Research Forest Drive
The Woodlands, TX 77381
Item 2(a) Name of Person Filing:
Medtronic, Inc.
Item 2(b) Address of Principal Business Office or, if none, residence:
7000 Central Avenue N.E.
Minneapolis, MN 55432
Item 2(c) Citizenship
MN
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP No.
531927101
Item 3 Statement Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
N/A
Item 4(a) Amount Beneficially Owned:
See Item 9, pg. 2
Item 4(b) Percent of Class:
See item 11, pg. 2
Item 4(c) Number of Shares as to Which Such Person has:
(i) sole power to vote or direct the vote
See Item 5, pg. 2
(ii) shared power to vote or to direct the vote
None
(iii) sole power to dispose or to direct the disposition of
See Item 7, pg. 2
(iv) shared power to dispose or to direct the disposition
of
None
Item 5 Ownership of Five Percent or Less of a Class: [X]
Yes
Page 3 of 4 Pages
<PAGE>
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
N/A
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:
N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below, I certify that to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1998
/s/ Robert L. Ryan
Robert L. Ryan
Chief Financial Officer
Page 4 of 4 Pages
