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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 1994
PURITAN-BENNETT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-3717 44-0399150
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Commission File Number (IRS Employer Identification No.)
9401 Indian Creek Parkway, P.O. Box 25905, Overland Park, Kansas 66225-5905
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(Address of principal executive offices) (Zip Code)
(913) 661-0444
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Registrant's Telephone Number
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ITEM 5. Other Events.
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Information concerning the Common Stock Purchase Rights of
Puritan-Bennett Corporation, a Delaware corporation (the "Company"), is
contained in the Company's Registration Statement on Form 8-A dated May 15,
1989 (the "Form 8-A"), and is incorporated herein by reference. All
capitalized terms not otherwise defined herein have the meanings assigned in
the Form 8-A.
Pursuant to an Amendment Agreement, dated October 27, 1994
(the "Amendment"), between the Company and UMB Bank, N.A. (previously known as
United Missouri Bank of Kansas City, N.A.), as Rights Agent (the "Rights
Agent"), the Rights Agreement dated as of May 2, 1989 between the Company and
the Rights Agent (as amended, the "Rights Agreement") has been amended to
provide that the Distribution Date shall be the earlier of (i) the Stock
Acquisition Date or (ii) the close of business on such day, as may, from time
to time, be designated by the Board of Directors (acting in its sole
discretion), that is after the tenth business day after the date that a tender
or exchange offer to purchase at least 20% of the Company's Common Stock is
commenced by any Person (other than the Company, any subsidiary of the Company,
any employee benefit plan of the Company or any of its subsidiaries, or any
Person organized, appointed, or established by the Company or any subsidiary of
the Company for or pursuant to the terms of any such plan).
The full text of the Amendment is filed as Exhibit 4.1 hereto
and is incorporated herein by reference, and the foregoing summary is qualified
in its entirety by reference to such Exhibit. A copy of a press release of the
Company issued on October 27, 1994, regarding the amendment of the Rights
Agreement, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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ITEM 7. Financial Statements and Exhibits
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(c) The following exhibits are filed as part of this Report on Form 8-K:
4.1 Amendment Agreement, dated as of October 27, 1994, between Puritan-Bennett
Corporation and UMB Bank, N.A. (previously known as United Missouri Bank
of Kansas City, N.A).
99.1 Press Release issued by the Company on October 27, 1994.
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4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: October 28, 1994
PURITAN-BENNETT CORPORATION
By: /s/ Burton A. Dole, Jr.
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Name: Burton A. Dole, Jr.
Title: President
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EXHIBIT INDEX
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Number Description Page Number
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4.1 Amendment Agreement, dated as of October 27, 1994, between
Puritan-Bennett Corporation and UMB Bank, N.A. (previously
known as United Missouri Bank of Kansas City, N.A).
99.1 Press release issued by the Company on October 27, 1994.
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Exhibit 4.1
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CONFORMED COPY
AMENDMENT AGREEMENT
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Amendment Agreement, dated as of October 27, 1994, between
Puritan-Bennett Corporation, a Delaware corporation (the "Company"), and UMB
Bank, N.A.
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into a Rights Agreement, dated as of May 2, 1989 (the
"Rights Agreement"), setting forth the terms of Common Stock Purchase Rights of
the Company (the "Rights").
WHEREAS, the Company and the Rights Agent may from time to
time supplement or amend the Rights Agreement pursuant to the provisions of
Section 27 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this Amendment
Agreement a valid, legal and binding instrument of the Company and the Rights
Agent have been duly done, performed and fulfilled, and the execution and
delivery hereof by each of the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent, respectively:
NOW, THEREFORE, the Company and the Rights Agent hereby agree
as follows:
1. Pursuant to Section 27 of the Rights Agreement,
Section 3(a) of the Rights Agreement is hereby modified and amended to read in
its entirety as set forth in Annex A.
2. This Amendment Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together constitute
but one and the same instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to such terms in the
Rights Agreement.
3. In all respects not inconsistent with the terms and
provisions of this Amendment Agreement, the Rights Agreement is hereby ratified
and confirmed. In executing and delivering this Amendment Agreement, the
Rights Agent shall be entitled to all of the privileges and immunities afforded
to the Rights Agent under the terms and conditions of the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be fully executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
PURITAN-BENNETT CORPORATION
By: /s/ Burton A. Dole, Jr.
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Name: Burton A. Dole, Jr.
Title: President
By: /s/ Daniel C. Weary
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Name: Daniel C. Weary
Title: Secretary and General Counsel
UMB BANK, N.A.
By: /s/ Nancy L. Hoffman
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Name: Nancy L. Hoffman
Title: Vice President
By: /s/ R. William Blomker
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Name: R. William Blomker
Title: Assistant Secretary
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Annex A
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(a) Until the earlier of (i) the Stock Acquisition Date or (ii) the close of
business on such day, as may, from time to time, be designated by the Board of
Directors (acting in its sole discretion), that is after the tenth business day
after the date of the commencement of, or first public announcement of the
intent of any Person (other than the Company, any subsidiary of the Company, or
any employee benefit plan of the Company or any of its subsidiaries or any
Person organized, appointed or established by the Company or any subsidiary of
the Company for or pursuant to the terms of any such plan) to commence (which
intention to commence remains in effect for five business days after such
announcement), a tender or exchange offer if, upon consummation thereof, such
Person would be an Acquiring Person, (the earlier of subsections (i) and (ii)
hereof being herein referred to as the "Distribution Date"), the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by the
certificates for Common Stock (which certificates for the Common Stock shall be
deemed also to be Rights Certificates) and not by separate Rights Certificates,
and the right to receive Rights Certificates will be transferable only in
connection with the transfer of the Common Stock. As soon as practicable after
the Distribution Date, the Rights Agent will send, by first-class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date, at the address of such holder shown on
the records of the Company, a Rights Certificate, in substantially the form of
Exhibit A attached hereto, evidencing one Right for each share of the Common
Stock so held, subject to adjustment as provided herein. As of and after the
Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.
As soon as practicable following the Record Date, the Company
will send a copy of a Summary of Rights, in substantially the form attached
hereto as Exhibit A (the "Summary of Rights"), by first-class, postage prepaid
mail, to each record holder of the Common Stock as of the close of business on
the Record Date, at the address of such holder shown on the records of the
Company. With respect to certificates for the Common Stock outstanding as of
the Record Date, until the Distribution Date (or earlier redemption, expiration
or termination of the Rights), the Rights will be evidenced by such
certificates for the Common Stock together with the Summary of Rights and the
registered holders of the Common Stock shall also be the registered holders of
the associated Rights. Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the surrender for transfer of any of
the certificates for the Common Stock outstanding on the Record Date, even
without a copy of the Summary of Rights attached thereto, shall also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
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Exhibit 99.1
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NEWS
FOR RELEASE IMMEDIATELY
OCTOBER 27, 1994
Investor Relations Contact: Lee Robbins
(913) 661-0444, x 512
Media Contact: Greg Miller
(212) 880-5306
PURITAN-BENNETT BOARD APPROVES AMENDMENT TO RIGHTS PLAN
SO THAT RIGHTS DO NOT TRADE SEPARATELY
Overland Park, KS - Puritan-Bennett Corporation (PBEN:NASDAQ) announced at
a meeting held on October 26, 1994, that the Board of Directors approved an
amendment to its Common Stock Purchase Rights Plan providing that separate
trading of Common Stock Purchase Rights shall not occur until such time as the
Board of Directors may, from time to time, determine. If the Board had not
acted, the announcement of the tender offer by Thermo Electron to acquire all
of the outstanding shares of common stock of Puritan-Bennett for $24.50 per
share in cash would have resulted in the issuance of separately traded Rights
Certificates. The Common Stock Purchase Rights are currently transferable only
with the associated common stock. The Rights Plan was adopted by the Board in
May 1989.
Burton A. Dole, Jr., Chairman of the Board and Chief Executive Officer of
Puritan-Bennett said, "A meeting had been scheduled to consider Thermo
Electron's prior unsolicited proposal to acquire Puritan-Bennett for $24.00 per
share. The Board had not yet considered Thermo Electron's tender offer but
will do so and make a recommendation to stockholders on or before November 7,
1994."
Puritan-Bennett is a world leader in products related to respiration.
These products are used in multiple health care settings and on aircraft.
