<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Amendment No. 3
To
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------
PSICOR, INC.
(Name of Subject Company)
----------
PSICOR, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
744901 109
(CUSIP Number of Class of Securities)
Denise E. Botticelli, Esq.
General Counsel
PSICOR, INC.
16818 Via Del Campo Court
San Diego, CA 92127
(619) 485-5599
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:
Fredrick M. Miller, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6975
<PAGE>
The Schedule 14D-9 filed with the Securities and Exchange Commission
on November 29, 1995 (as amended by Amendments No. 1 and No. 2 thereto, the
"Schedule 14D-9") by PSICOR, Inc., a Pennsylvania corporation, is hereby amended
as set forth herein. Capitalized terms not defined herein have the meanings
assigned to them in the Schedule 14D-9.
Item 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On January 12, 1996, Parent and the Company issued a press release,
a copy of which is attached hereto as Exhibit 9 and is incorporated herein by
reference, relating to the Reiss Action.
Item 9. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 9 Text of Press Release, dated January 12, 1996, issued
by Baxter Healthcare Corporation and PSICOR, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 to Schedule 14D-9
is true, complete and correct.
PSICOR, INC.
/s/ MICHAEL W. DUNAWAY
-----------------------------------
By: Michael W. Dunaway
Title: Chairman and Chief
Executive Officer
Dated: January 12, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
9 Text of Press Release, dated January 12,
1996, issued by Baxter Healthcare
Corporation and PSICOR, Inc.
<PAGE>
TENTATIVE RESOLUTION OF ISSUE AFFECTING BAXTER'S TENDER OFFER FOR PSICOR
DEERFIELD, Ill. and SAN DIEGO, Ca., January 12, 1996 -- Baxter Healthcare
Corporation ("Baxter") and PSICOR, Inc. ("PSICOR") jointly announced today that
a tentative resolution has been reached regarding certain aspects of the case
captioned REISS, ET AL. V. PSICOR, INC. AND PSICOR OFFICE LABORATORIES, INC. in
the Superior Court of New Jersey Law Division, Union County (the "Reiss
Action"). A subsidiary of Baxter has commenced a tender offer (the "Offer") to
purchase all of the outstanding shares of common stock of PSICOR at $17.50 net
cash per share.
The plaintiffs in the Reiss Action had sought, among other things, to
enjoin any sale of PSICOR Office Laboratories, Inc. ("POL"), which is a
subsidiary of PSICOR. The sale of POL (or an agreement providing for the
closing of such a sale promptly following the consummation of the Offer) is a
condition of the Offer. On January 10, 1996, the parties in the Reiss Action
read into the court record their agreement that defendants would post a bond of
$1.1 million and plaintiffs would not seek to enjoin the sale of POL, among
other things. The court directed the parties to prepare a stipulation and order
concerning this matter.
The Offer is scheduled to expire on Thursday, January 25, 1996 at 12:00
midnight New York City time. The Offer remains subject to various conditions,
<PAGE>
including, among other things, the valid tender and non-withdrawal at the
expiration of the Offer of at least 80% of the outstanding common stock of
PSICOR on a fully diluted basis.
PSICOR, founded in 1968, is the nation's leading provider of cardiovascular
technology and services and the placement and support of diagnostic clinical
laboratories to physicians. The company supplies over 400 hospitals and 200
physician offices with advanced life-sustaining equipment, skilled technicians,
disposable supplies and expert resource management on a cost-effective basis.
Baxter is the principal operating subsidiary of Baxter International Inc.
Through its subsidiaries, Baxter International Inc. is the leading manufacturer
and marketer of health-care products and services to health-care providers in
nearly 100 countries. The company concentrates research and development
programs in cardiovascular medicine, biotechnology, renal therapy and related
medical fields.
2
