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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 21, 1995
NELLCOR INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-14980 94-2789249
State or other jurisdiction (Commission (IRS Employer
of incorporation File No.) Identification No.)
4280 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 463-4000
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ITEM 5. OTHER EVENTS.
On May 21, 1995, Nellcor Incorporated, a Delaware corporation ("Nellcor"),
Puritan-Bennett Corporation, a Delaware corporation ("Puritan-Bennett") and Puma
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of
Nellcor ("Sub") entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for a merger of Sub with and into Puritan-Bennett. Under
the terms of the Merger Agreement, Puritan-Bennett stockholders will receive
0.88 shares of Nellcor common stock for each outstanding share of Puritan-
Bennett common stock held by them. The merger is intended to qualify as a tax-
free reorganization and a pooling-of-interests for accounting and financial
reporting purposes, and is subject to certain conditions, including the approval
of the respective stockholders of Nellcor and Puritan-Bennett.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
1.1 Form of Joint Press Release of Nellcor Incorporated and Puritan-Bennett
Corporation dated May 22, 1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: May 23, 1995 NELLCOR INCORPORATED
By: /s/ Michael P. Downey
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Michael P. Downey
Vice President, Chief Financial
Officer
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EXHIBIT 1.1
NELLCOR, PURITAN-BENNETT TO COMBINE IN $475 MILLION MERGER
PLEASANTON, CA AND OVERLAND PARK, KS -- MAY 22, 1995 -- Nellcor Incorporated
(Nasdaq:NELL) and Puritan-Bennett Corporation (Nasdaq:PBEN) today announced that
their boards of directors have approved a definitive merger agreement to combine
the two companies in a transaction valued at approximately $475 million. With
combined revenues of approximately $600 million, the new company,
Nellcor/Puritan-Bennett, will be the world's premier respiratory products
manufacturer.
The merger represents a unique opportunity to combine worldwide leaders in two
complementary areas, patient safety monitoring and respiratory therapy.
Nellcor/Puritan-Bennett will provide a comprehensive line of products to
diagnose, monitor and treat patients with respiratory difficulties across the
entire continuum of care -- the hospital, alternate care sites and the home.
Under terms of the agreement, Puritan-Bennett shareholders will receive 0.88
shares of Nellcor common stock for each outstanding share of Puritan-Bennett
common stock. The merger is intended to qualify as a tax-free reorganization
and a pooling-of-interests for accounting and financial reporting purposes.
Based on the Friday, May 19, 1995 closing price of Nellcor and Puritan-Bennett
common shares on the Nasdaq, the combined company will have a total market
valuation of approximately $1 billion.
C. Raymond Larkin, Jr., 46, Nellcor's president and chief executive officer,
will be president and chief executive officer of the new company. Mr. Larkin
will establish an executive management committee that will oversee and manage
the integration of the two companies. Burton A. Dole, Jr., 57, chairman,
president and chief executive officer of Puritan-Bennett, will be chairman of
the Board for a term of two years. The Board of Directors will have nine
members: six from
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Nellcor, two from Puritan-Bennett and one to be selected by both companies.
Nellcor/Puritan-Bennett will be headquartered in Pleasanton, CA, site of
Nellcor's current headquarters.
"This merger provides the broad product offering and market approach demanded by
health care providers today by merging Nellcor, a leader in hospital-based
respiratory monitoring, with Puritan-Bennett, the largest respiratory therapy
products company in the world," Mr. Larkin said. "Nellcor/Puritan-Bennett will
be the market leader in respiratory products, with the significant leverage
needed to compete in the rapidly changing health care environment. With
approximately $50 million of annual combined research and development
investment, we plan to build on our leadership with continued product
innovation."
"We expect this merger to create both immediate and long-term synergies in
revenue and earnings growth, cost savings and new product development," Mr.
Larkin added. "Excluding the effect of transaction-related expenses, we expect
earnings accretion in the first year. Opportunities include revenue synergies
generated by offering a comprehensive, combined product line and cost savings
through consolidating operations." Both companies have significant operations
in the San Diego and Kansas City areas, and in Tijuana, Mexico.
"We are very pleased to be joining forces with Nellcor," Mr. Dole said.
"Nellcor/Puritan-Bennett will be a leading provider in both established and high
growth respiratory market segments across the spectrum of acute, alternate and
home care. Our new company will offer providers a single point of contact for a
broad array of products and services, resulting in increased value for both our
customers and shareholders."
Nellcor Incorporated, founded in 1981, designs, manufactures and markets high-
performance monitoring equipment, sensors and accessories for patient safety and
management throughout the hospital, in emergency care and in the home.
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Puritan-Bennett, founded in 1913, is a world leader in products related to
respiration. These products are used in multiple health care settings and on
aircraft.
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