<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _____________________ to __________________
Commission file number ________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: Nellcor Puritan Bennett Voluntary Investment
Plus (VIP) Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Nellcor Puritan Bennett
Incorporated, 4280 Hacienda Drive, Pleasanton, California 94588.
<PAGE> 2
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS
(VIP) PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, with
Fund Information as of December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the years ended
December 31, 1995 and 1994 3-4
Notes to Financial Statements 5-9
SUPPLEMENTARY SCHEDULES SCHEDULE
--------
Assets Held for Investment Purposes as of December 31, 1995 I 10
Schedule of Loans or Fixed Income Obligations as of III 11
December 31, 1995
Schedule of Reportable Transactions for the year ended V 12
December 31, 1995
</TABLE>
Note: Schedules not included with this additional financial data have been
omitted because they are not applicable.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Nellcor Puritan Bennett Voluntary Investment Plus (VIP) Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Nellcor Puritan Bennett Voluntary Investment Plus (VIP) Plan at December
31, 1995 and 1994, and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the plan administrator; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, III and V, is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and the changes in net
assets available for benefits of each fund. Schedules I, III and V and the Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
San Jose, California
July 23, 1996
<PAGE> 5
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------------------------
U.S. Retirement Asset
Fidelity Fidelity Intermediate Government Growth Blue Chip Manager
Puritan Magellan Bond Fund Reserves Fund Fund Fund
---------- ----------- ------------ ---------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $6,503,489 $11,436,688 $110,085 $3,055,630 $282,979 $861,966 $123,735
Participant notes receivable
Company contributions receivable 23,651 39,419 1,126 23,651 2,253 6,758 1,126
Employee contributions receivable 24,367 40,611 1,160 24,367 2,321 6,962 1,160
---------- ----------- -------- ---------- -------- -------- --------
Net assets available for
plan benefits $6,551,507 $11,516,718 $112,371 $3,103,648 $287,553 $875,686 $126,021
========== =========== ======== ========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Equity
Income II Participant
Fund Notes Total
--------- ---------- -----
<S> <C> <C> <C>
Assets:
Investments, at fair value $491,545 $22,866,117
Participant notes receivable $917,270 917,270
Company contributions receivable 14,641 112,625
Employee contributions receivable 15,084 116,032
-------- -------- -----------
Net assets available for
plan benefits $521,270 $917,270 $24,012,044
======== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
--------------------------------------------------------------------
Participant Directed
--------------------------------------------------------------------
U.S.
Fidelity Fidelity Government Participant
Puritan Magellan Reserves Notes Total
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $5,181,090 $7,768,584 $2,991,712 $15,941,386
Participant notes receivable $686,920 686,920
Company contributions receivable 12,525 17,436 7,156 37,117
Employee contributions receivable 12,734 17,728 7,275 37,737
---------- ---------- ----------- ----------- -----------
Net assets available for
plan benefits $5,206,349 $7,803,748 $3,006,143 $686,920 $16,703,160
========== ========== ========== ======== ===========
</TABLE>
See accompanying notes to financial statements.
(2)
<PAGE> 6
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------------------------
U.S. Retirement Asset
Fidelity Fidelity Intermediate Government Growth Blue Chip Manager
Puritan Magellan Bond Fund Reserves Fund Fund Fund
---------- ----------- ------------ ---------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to assets attributed to:
Investment income:
Interest and dividends $ 342,179 $ 657,108 $ 3,755 $ 170,598 $ 24,188 $ 50,198 $ 2,455
Loan interest income
Net realized and unrealized
appreciation in fair value
of investments 795,654 2,290,785 2,750 2,816 4,123 9,975
---------- ----------- --------- ------------ --------- --------- ---------
1,137,833 2,947,893 6,505 170,598 27,004 54,321 12,430
Company contributions 235,711 255,963 6,849 184,120 15,865 31,563 7,989
Employee contributions 874,605 1,200,303 21,181 488,119 70,891 171,455 27,060
Rollover 36,857 98,866 9,995 88,887 15,381 42,558 12,190
---------- ----------- --------- ------------ --------- -------- --------
Total additions 2,285,006 4,503,025 44,530 931,724 129,141 299,897 59,669
---------- ----------- --------- ------------ --------- --------- --------
Deductions from assets attributed to:
Benefits paid to participants 305,803 576,988 731 274,587 11,084 20,066 162
Administrative expenses 5,140 759 29 1,025 15
---------- ----------- --------- ------------ --------- -------- --------
Total deductions 310,943 577,747 760 275,612 11,099 20,066 162
---------- ----------- --------- ------------ --------- -------- --------
Transfers between funds:
Loans issued (197,248) (217,974) (2,274) (247,281) (2,172) (17,261) (884)
Loan repayments 132,884 127,935 1,373 147,672 2,337 12,339 2,279
Amounts reallocated among funds (564,541) (122,269) 69,502 (458,998) 169,346 600,777 65,119
----------- ----------- -------- ------------ -------- -------- --------
Total transfers (628,905) (212,308) 68,601 (558,607) 169,511 595,855 66,514
----------- ----------- -------- ------------ -------- -------- --------
Net increase 1,345,158 3,712,970 112,371 97,505 287,553 875,686 126,021
Net assets available for benefits:
Beginning of year 5,206,349 7,803,748 -- 3,006,143 -- -- --
----------- ----------- -------- ------------ -------- -------- --------
End of year $ 6,551,507 $11,516,718 $112,371 $ 3,103,648 $287,553 $875,686 $126,021
=========== ============ ======== ============ ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Equity
Income II Participant
Fund Loans Total
--------- ---------- -----
<S> <C> <C> <C>
Additions to assets attributed to:
Investment income:
Interest and dividends $ 15,807 $ 1,266,288
Loan interest income $ 69,728 69,628
Net realized and unrealized
appreciation in fair value
of investments 29,701 3,135,804
---------- --------- ------------
45,508 69,728 4,471,820
Company contributions 26,897 764,957
Employee contributions 93,679 2,947,293
Rollover 44,694 349,428
---------- ---------- ------------
Total additions 210,778 69,728 8,533,498
---------- ---------- ------------
Deductions from assets attributed to:
Benefits paid to participants 282 27,943 1,217,646
Administrative expenses 6,968
---------- --------- ------------
Total deductions 282 27,943 1,224,614
---------- --------- ------------
Transfers between funds:
Loans issued (5,069) 690,163 --
Loan repayments 5,051 (431,870) --
Amounts reallocated among funds 310,792 (69,728) --
---------- ---------- ------------
Total transfers 310,774 188,565 --
---------- --------- ------------
Net increase 521,270 230,350 7,308,884
Net assets available for benefits:
Beginning of year -- 686,920 16,703,160
---------- -------- ------------
End of year $ 521,270 $917,270 $ 24,012,044
========== ======== ============
</TABLE>
See accompanying notes to financial statements.
(3)
<PAGE> 7
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
December 31, 1994
--------------------------------------------------------------------
Participant Directed
--------------------------------------------------------------------
U.S.
Fidelity Fidelity Government Participant
Puritan Magellan Reserves Loans Total
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions to assets attributed to:
Investment income:
Interest and dividends $ 390,388 $ 286,602 $ 103,450 $ 780,440
Loan interest income $ 38,426 38,426
Net realized and unrealized
depreciation in fair value
of investments (321,425) (431,392) (752,817)
---------- ---------- ----------- --------- -----------
68,963 (144,790) 103,450 38,426 66,049
Company contributions 198,187 213,692 158,537 570,416
Employee contributions 781,745 1,133,011 459,273 2,374,029
Rollover 120,532 281,055 117,394 518,981
---------- ---------- ----------- --------- -----------
Total additions 1,169,427 1,482,968 838,654 38,426 3,529,475
---------- ---------- ----------- --------- -----------
Deductions from assets attributed to:
Benefits paid to participants 270,776 350,772 154,433 29,221 805,202
Administrative expenses 3,225 530 792 4,547
---------- ---------- ----------- --------- -----------
Total deductions 274,001 351,302 155,225 29,221 809,749
---------- ---------- ----------- --------- -----------
Transfers between funds:
Loans issued (206,259) (157,899) (204,999) 569,157 --
Loan repayments 121,611 92,595 126,813 (341,019) --
Amounts reallocated among funds 176,610 (234,607) 96,423 (38,426) --
---------- ---------- ----------- --------- -----------
Total transfers 91,962 (299,911) 18,237 189,712 --
---------- ---------- ----------- --------- -----------
Net increase 987,388 831,755 701,666 198,917 2,719,726
Net assets available for benefits:
Beginning of year 4,218,961 6,971,993 2,304,477 488,003 13,983,434
---------- ---------- ---------- --------- ------------
End of year $5,206,349 $7,803,748 $3,006,143 $ 686,920 $ 16,703,160
========== ========== ========== ========= ============
</TABLE>
See accompanying notes to financial statements.
(4)
<PAGE> 8
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
NOTE 1. DESCRIPTION OF THE PLAN
The following description of the Nellcor Puritan Bennett (the Company) Voluntary
Investment Plus (VIP) Plan (the Plan) for the years ended December 31, 1995 and
1994, provides only general information. Participants should refer to the Plan
document for details of the Plan's provisions. The name of the Plan was changed
effective August 25, 1995. The former name of the Plan was Nellcor Voluntary
Investment Plus (VIP) Plan.
General
The Plan, a defined contribution plan qualified under Section 401(a) and related
provisions of the Internal Revenue Code, was originally adopted May 8, 1985, and
is administered by a committee (the Committee) appointed by the Company. The
Plan is designed to provide participants with a means to defer a portion of
their compensation for retirement funds pursuant to Section 401(k) of the
Internal Revenue Code.
All employees of the Company who work at least 30 hours per week, or who have
completed at least 1,000 hours of service in a 12 month period are eligible to
participate in the Plan.
Contributions
During 1994 and the period January 1, 1995 to June 30, 1995, participants could
elect to contribute from 1% to 10% of their respective compensation, subject to
an annual maximum contribution established under the Internal Revenue Code (the
Code) ($9,240 for 1995 and 1994). Effective July 1, 1995, the maximum employee
contribution percentage was increased from 10% to 15%. The Company may impose
further limits on contributions by "highly compensated
(5)
<PAGE> 9
employees" (as defined by the Code) in order to meet Code requirements
concerning discrimination in favor of such employees.
The Company, at its discretion, may contribute funds to the Plan. The Company
provided contributions equal to 100% of each participant's contribution up to
$400 for the period January 1, 1995 to June 30, 1995 and $500 for the period
July 1, 1995 to December 31, 1995. During 1994 Company matching contributions
were equal to 100% of each participant's contributions up to $400 for each
semi-annual period. Employee contributions and Company matching contributions
are 100% vested upon contribution. Employee contributions are withheld by the
Company from each employee's compensation and deposited, together with Company
contributions, in the appropriate investment fund in accordance with the
participant's directives. Up to April 1, 1995 participants could direct the
allocation of their contributions and matching Company contributions entirely or
partially to three investment funds, consisting of the U.S. Government Reserves,
the Fidelity Magellan Fund, and the Fidelity Puritan Fund, managed by Fidelity
Investments (the Trustee). Effective April 1, 1995, the following five
additional investment fund options were offered by the Plan. These were the
Fidelity Intermediate Bond Fund, the Fidelity Retirement Growth Fund, the
Fidelity Blue Chip Fund, the Fidelity Asset Manager Fund, and the Fidelity
Equity Income II Fund.
Participant's Accounts
Each participant's account is credited or debited with the earnings, including
realized and unrealized appreciation/depreciation attributable during the
relevant period to that participant's investments in the various Fidelity funds
available under the Plan.
Vesting
The value of each participant's account is fully vested at all times.
Rollover Contributions
The Committee may authorize the Trustee to accept a participant rollover
contribution from another tax-qualified plan, provided the rollover contribution
is made within 60 days after the participant receives the distribution from such
other tax-qualified plan, and is subject to certain limitations set forth in the
plan document.
(6)
Loans
<PAGE> 10
Effective July 1, 1990, participants who are active employees of the Company and
have a minimum account balance of $2,000 may borrow a portion of their Plan
assets up to a maximum amount equal to the lesser of 50% of their account
balance or $50,000 minus the highest loan balance reached over the preceding 12
months. All loans bear a fixed interest rate equal to 1% above the average prime
rate of three major U.S. banks. The loans must be repaid within five years
except for loans used for construction or purchase of a principal residence
which have re-payment terms of up to 20 years. Participants are limited to two
loans during any 12-month period and may not have more than two loans
outstanding at any one time. Funds for the loans are obtained by liquidating the
investments in the participant's account. Principal and interest payments,
representing repayments of loans taken by participants, are typically made
through payroll deductions and are paid directly into the participant's account
after the end of each bi-weekly payroll period. Interest rates on loans
outstanding at December 31, 1995 range from 6% to 10%.
Payment of Benefits
On termination of services, a participant with an account balance under $3,500
will receive a lump sum distribution of the value of their account. A
participant with a balance greater than $3,500 may choose current distribution
or may leave the funds invested in the Plan, subject to requirements under the
Plan for distribution at a later date.
Expenses of the Plan
The loan administrative expenses incurred are paid by the participants. All
other expenses incurred in the administration of the Plan are paid by the
Company.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements are prepared on the accrual method of accounting.
Contributions are recognized in the Plan's Financial statements in the period
they are withheld from the participant's earnings. Benefits paid to participants
are recorded in the Plan's Financial statements when paid.
(7)
Use of Estimates
<PAGE> 11
The preparation of financial statements in conformity with generally accepted
accounting principles requires the administrator and trustee to make estimates
and assumptions that affect the reported amounts of assets and liabilities in
the financial statements. Actual results may differ from those estimates.
Investment valuation
The investment in the U.S. Government Reserves Fund is valued at cost plus
accrued interest which approximates market value. The investments in the
Fidelity Magellan, Fidelity Puritan, Fidelity Retirement Growth, Fidelity Blue
Chip, Fidelity Asset Manager, and Fidelity Income Equity II Funds consist of
investments in a variety of equity and debt securities, and are stated at fair
value, based on the last reported bid price for securities traded on the
over-the-counter market and the last reported sales price for securities traded
on a national exchange as of the valuation date. The investments in the Fidelity
Intermediate Bond Fund consist of investments in a variety of debt securities
and money market instruments and are stated at fair value, based on the last
reported bid price for securities traded on the over-the-counter market and the
last reported sales price for securities traded on a national exchange as of the
valuation date.
NOTE 3. INVESTMENTS
The Plan's investments at December 31, 1995 and 1994 are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1995 1994
<S> <C> <C>
Fidelity Puritan Fund $ 6,503,489 $ 5,181,090
Fidelity Magellan Fund 11,436,688 7,768,584
Fidelity Intermediate Bond Fund 110,085 -
Fidelity U.S. Government Reserves Fund 3,055,630 2,991,712
Fidelity Retirement Growth Fund 282,979 -
Fidelity Blue Chip Fund 861,966 -
Fidelity Asset Manager Fund 123,735 -
Fidelity Equity Income II Fund 491,545 -
----------- -----------
Total $22,866,117 $15,941,386
=========== ===========
</TABLE>
(8)
NOTE 4. INCOME TAX STATUS
<PAGE> 12
The Company has received a favorable letter of determination dated September
4, 1991 from the Internal Revenue Service as to the qualified status of the
amended and restated Plan. The Plan has subsequently been amended.The Company is
of the opinion that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Internal Revenue Code and
that the trust, which forms a part of the Plan, is not subject to tax.
Accordingly, no provisions for federal or state income tax have been provided.
NOTE 5. PLAN TERMINATION
While the Company has not expressed any intent to terminate the Plan, it is free
to do so at any time. In the event of termination, the full value of each
participant's account shall remain fully vested and nonforfeitable.
NOTE 6. SUBSEQUENT EVENT
Effective January 3, 1996 the Puritan Bennett Retirement Savings and Stock
Ownership Plan sponsored by Puritan Bennett Corporation and its subsidiaries
(which merged with Nellcor Puritan Bennett in August 1995) was merged with the
Plan.
(9)
<PAGE> 13
SCHEDULE I
Item 27a of IRS
Form 5500
ITEM 27a
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
B C D E
- - - -
Description Historical Current
Identity of Assets Shares Cost Value
- ----------------------------- -------------------------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Fidelity Investments Puritan Fund 382,333 $5,828,777 $ 6,503,489
Fidelity Investments Magellan Fund 133,016 9,218,011 11,436,688
Fidelity Investments Intermediate Bond Fund 10,575 107,705 110,085
Fidelity Investments U.S. Government Reserves Fund 3,055,630 3,055,630 3,055,630
Fidelity Investments Retirement Growth Fund 15,557 281,072 282,979
Fidelity Investments Blue Chip Fund 28,013 859,465 861,966
Fidelity Investments Asset Manager Fund 7,807 116,817 123,735
Fidelity Investments Equity Income II Fund 22,937 463,921 491,545
Various Participants Notes Interest Rates: 6%/10% 917,270
-----------
$23,783,387
===========
</TABLE>
(10)
<PAGE> 14
SCHEDULE III
Item 27b
of IRS Form 5500
<TABLE>
<CAPTION>
ITEM 27b
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
DECEMBER 31, 1995
a b c d e f g h
- - - - - - - -
Unpaid
Amount Received during Balance
Identity and Address Original Reporting Year at the End Detail Description Amount Overdue
of Obligor Loan Amount Principal Interest of Year of Loan Principal Interest
- ------------------------- ------------ --------- ----------- ----------- ---------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert Hinton $ 6,000 $ 355 $ 91 $ 5,645 Interest Rate: 10% $ 5,645 $169
SSN ###-##-#### Loan Date: 7/7/95
1945 E.Frontier Lane Term: 3 Years
Olathe, KS 66062 Collateral: 50% borrower's
vested account balance
Reason: Termination of
Employment
Daniel Lee $13,000 $2,133 $877 $10,867 Interest Rate: 9.5% $10,867 $194
SSN ###-##-#### Loan Date: 12/6/94
116 Marview Way Term: 4 Years
San Francisco, CA 94131 Collateral: 50% borrower's
vested account balance
Reason: Termination of
Employment
</TABLE>
(11)
<PAGE> 15
SCHEDULE V
Item 27d
of IRS Form 5500
ITEM 27d
NELLCOR PURITAN BENNETT
VOLUNTARY INVESTMENT PLUS (VIP) PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
a b c d e f g h i
- - - - - - - - -
Current
Expenses Value of
Identity of Total Total Incurred Cost Assets on
Party Description Number Number Amount of Amount Lease with of Transaction Net Gain
Involved of Assets of Purchases of Sales Purchases of Sales Rental Transaction Assets Date (Loss)
- ----------- -------------- ------------ -------- ----------- ---------- ------ ----------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Puritan 183 $2,038,294 $2,038,294 $2,038,294
129 $1,511,549 N/A $0 1,425,393 $1,511,549 $ 86,156
Fidelity Magellan 189 3,100,231 3,100,231 3,100,231
121 1,722,912 N/A 0 1,441,190 1,722,912 281,722
Fidelity U.S. Government 158 1,662,240 1,662,240 1,662,240
Reserves 144 1,598,322 N/A 0 1,598,322 1,598,322 0
Fidelity Blue Chip 111 921,777 921,777 921,777
31 63,934 N/A 0 62,312 63,934 1,622
</TABLE>
(12)
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 27, 1996 NELLCOR PURITAN BENNETT VOLUNTARY
INVESTMENT PLUS (VIP) PLAN
By: /s/ LAUREEN DeBUONO
-----------------------------------
Title: Authorized Signatory for Plan
--------------------------------
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
23 Consent of Price Waterhouse LLP
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Nellcor Puritan Bennett Incorporated of our report
dated July 31, 1996 which appears on page 47 of the 1996 Annual Report to
Shareholders of Nellcor Puritan Bennett Incorporated, which is incorporated by
reference in the Nellcor Puritan Bennett Incorporated Annual Report on Form
10-K for the year ended July 7, 1996. We also consent to the incorporation by
reference in the Registration Statement on Form S-8 of our report dated July
23, 1996 appearing on page 1 of the Annual Report of the Nellcor Puritan
Bennett Voluntary Investment Plus (VIP) Plan on Form 11-K for the year ended
December 31, 1995.
PRICE WATERHOUSE LLP
San Jose, California
November 26, 1996
