SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LifeCell Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
531927 10 1
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 531927 10 1 Page 2 of 4 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 OF 5 SOLE VOTING POWER
SHARES 655,962
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
655,962
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,962
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
Answer every item. If an item is inapplicable or the answer is in the negative,
so state.
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:
See Cover Page Item 4
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP No.:
See Cover Page
Item 3 Statement filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not applicable
Item 4 Ownership
See Cover Page Items 5 through 11
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
<PAGE>
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that 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.
February 12, 1999
(Date)
/s/ Robert L. Ryan
(Signature)
Robert L. Ryan, Chief Financial Officer
(Name and title)
