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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PSICOR, INC.
(Name of Subject Company)
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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
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The Schedule 14D-9 filed with the Securities and Exchange Commission
on November 29, 1995 (as amended by Amendment No. 1 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.
As previously disclosed in the Schedule 14D-9, the Company has been
soliciting interested parties for the purchase of POL. On January 4, 1996,
Parent and the Company issued a press release, a copy of which is attached
hereto as Exhibit 8 and is incorporated herein by reference, relating to the
extension of the Offer (together with the related withdrawal rights) to 12:00
midnight, New York City time on January 25, 1996, in connection with the receipt
by the Company of certain indications of interest for the purchase of POL.
Item 9. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 8 Text of Press Release, dated January 4, 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. 2 to Schedule 14D-9
is true, complete and correct.
PSICOR, INC.
/s/ MICHAEL W. DUNAWAY
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By: Michael W. Dunaway
Title: Chairman and Chief
Executive Officer
Dated: January 4, 1996
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EXHIBIT INDEX
Exhibit No. Description
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8 Text of Press Release, dated January 4,
1996, issued by Baxter Healthcare
Corporation and PSICOR, Inc.
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BAXTER EXTENDS DEADLINE TO PURCHASE ALL THE OUTSTANDING
SHARES OF PSICOR COMMON STOCK
Deerfield, Ill. and San Diego, Ca., January 4, 1996 -- Baxter Healthcare
Corporation ("Baxter") and PSICOR, Inc. ("PSICOR") jointly announced today
that the tender offer ("Offer") being made by a subsidiary of Baxter for all
the outstanding shares of common stock of PSICOR at $17.50 net cash per
share, which was scheduled to expire at midnight January 3, 1996 has been
extended (together with the related withdrawal rights) to 12:00 midnight, New
York City time on Thursday, January 25, 1996.
The Offer has been extended, at PSICOR's request, in order to permit
PSICOR to pursue certain indications of interest it has received for the
purchase of one of its subsidiaries, PSICOR Office Laboratories, Inc.
("POL"). PSICOR believes that one or more of such indications of interest
may lead to a sale of POL for net cash proceeds in excess of $4 million. The
sale of such subsidiary
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(or an agreement providing for the closing of such a sale promptly following
the consummation of the Offer) is a condition to the Offer.
Prior to the extension of the Offer, approximately 4.1 million shares
(representing approximately 94% of the primary shares outstanding and
approximately 81% of the shares outstanding on a fully diluted basis) had
been tendered. The Offer is conditioned upon, among other things, there
having been validly tendered and not withdrawn prior to the expiration of the
Offer at least 80% of the Shares outstanding on a fully diluted basis.
PSICOR has an option to sell POL to an affiliate of Michael Dunaway (who
is currently the Chief Executive Officer, President and Chairman of the Board
of PSICOR) for $4 million (subject to adjustment), but is entitled under the
terms of the Merger Agreement among Baxter and PSICOR to pursue higher offers
for POL. PSICOR may, if any such sale is consummated prior to the expiration
of the Offer, declare and pay a dividend, to common stockholders of record
immediately prior to the acceptance of shares for purchase under the Offer,
in an amount equal to the net cash proceeds in excess of $4 million actually
received by PSICOR in such sale (after taking into account all out-of-pocket
costs and expenses directly related to such sale incurred after November 22,
1995.)
PSICOR stated that it is too early to determine whether the indications
of interest will ultimately result in a proposal to purchase POL at a price
in excess of $4 million (plus expenses) or whether any such transaction can
be timely concluded prior to the expiration of the Offer so as to allow for
payment to record holders of shares of any dividend which may be attributed
thereto. Baxter has no obligation to extend the Offer beyond January 25, 1996
so as to permit consummation of a sale of POL.
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In a related matter and as previously disclosed in filings with the
Securities and Exchange Commission, PSICOR also stated that in connection
with certain litigation pending against PSICOR, the court has scheduled a
hearing for January 10, 1996 regarding the possible issuance of an injunction
which would restrain and enjoin PSICOR and POL from, among other things,
divesting, selling, disposing of or otherwise transferring ownership of POL.
Such an injunction, if granted, also could delay consummation of the Offer.
PSICOR intends to vigorously contest any attempt to enjoin or delay the sale
of POL.
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 healthcare
providers in nearly 100 countries. The company concentrates research and
development programs in cardiovascular medicine, biotechnology, renal therapy
and related medical fields.
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