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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PURITAN-BENNETT CORPORATION
(Name of Subject Company)
PURITAN-BENNETT CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
746299106
(CUSIP number of Class of Securities)
BURTON A. DOLE, JR.,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURITAN-BENNETT CORPORATION
9401 INDIAN CREEK PARKWAY, P.O. BOX 25905
OVERLAND PARK, KANSAS 66225-5905
(913) 661-0444
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
COPIES TO:
DANIEL C. WEARY, ESQ. PETER D. LYONS, ESQ.
BLACKWELL SANDERS SHEARMAN & STERLING
MATHENY WEARY & LOMBARDI L.C. 599 LEXINGTON AVENUE
TWO PERSHING SQUARE NEW YORK, NEW YORK 10022
2300 MAIN STREET - SUITE 1100 (212) 848-4000
KANSAS CITY, MISSOURI 64108
(816) 274-6800
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2
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated November 7, 1994
(as amended, the "Schedule 14D-9"), filed by Puritan-Bennett Corporation, a
Delaware corporation (the "Company"), relating to the tender offer disclosed in
the Tender Offer Statement on Schedule 14D-1, dated October 25, 1994 (as
amended, the "Schedule 14D-1"), of PB Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Thermo Electron
Corporation, a Delaware corporation ("Thermo Electron"), to purchase all of the
outstanding Shares upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated October 25, 1994, and the related Letter of
Transmittal (together, the "Offer"). Capitalized terms used and not defined
herein shall have the meanings set forth in the Schedule 14D-9.
This Amendment No. 2 is being filed to amend Item 8 to the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The section of Item 8 entitled "Stockholder Litigation" is hereby
amended and restated in its entirety as follows:
Stockholder Litigation
On October 7, 1994, a purported class action complaint entitled Kenneth
Steiner v. Puritan-Bennett Corp., Burton A. Dole, Jr., C. Phillip Larson, Jr.,
Andre F. Marion, Thomas A. McDonnell, Daniel C. Weary, Frank P. Wilton, C.A.
No. 13790 (the "Steiner Complaint"), was filed against the Company and its
directors in the Court of Chancery of the State of Delaware in and for New
Castle County (the "Chancery Court"), alleging, among other things, that the
defendants have breached their fiduciary duties to the Company's stockholders
as a result of the defendants' adoption of a Rights Agreement dated on or
about May 17, 1989 and the directors' refusal to properly consider Thermo
Electron's Initial Proposal to acquire all outstanding Shares at a price of $21
per Share. Among other things, the Steiner Complaint seeks an order directing
the Company's directors to carry out their fiduciary duties to the Company's
stockholders by cooperating fully with Thermo Electron or any other entity or
person having a bona fide interest in proposing any extraordinary transactions
with the Company, including a merger or acquisition of the Company, as well as
damages and costs. On October 24 and 28, 1994, respectively, two purported
class action complaints entitled Louise Kovacs v. Puritan-Bennett Corp., et
al., C.A. No. 13828 (the "Kovacs Complaint"), and Charles Miller v.
Puritan-Bennett Corporation, et al., C.A. No. 13839 (the "Miller Complaint"),
were filed against the Company and its directors in the Chancery Court,
alleging, among other things, that the defendants have breached their fiduciary
duties to the Company's stockholders as a result of the defendants' refusal to
properly consider Thermo Electron's proposals to acquire all outstanding
Shares. The material allegations and prayers for relief contained in each of
these complaints are substantially similar to those contained in the Steiner
Complaint filed earlier against the Company and its directors. The Company
only recently learned of the filing of the Kovacs Complaint and the Miller
Complaint since, according to plaintiffs' counsel, no effort was made to serve
these complaints on the Company or its directors.
The director defendants believe that they have fulfilled their fiduciary
duties to the Company and its stockholders and intend to continue to do so.
The Company and the director defendants intend to defend these actions
vigorously.
On November 28, 1994, counsel to plaintiffs in each of the Steiner,
Kovacs and Miller actions filed an application in the Chancery Court
requesting, among other things, that the court schedule a hearing on plaintiffs'
motion for a preliminary injunction, which motion was filed on November 29,
1994. Plaintiffs' motion for a preliminary injunction seeks an order (i)
compelling the defendants to meet with representatives of Thermo Electron to
discuss the terms of the Offer and (ii) declaring null and void certain
provisions of the Executive Agreements, the Severance Agreements, the
Indemnification Agreements and the Company's employee benefit plans and
arrangements. The Chancery Court has not yet determined whether or not to
schedule a hearing on plaintiffs' motion for a preliminary injunction.
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3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
PURITAN-BENNETT CORPORATION
By: /s/ Burton A. Dole, Jr.
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Name: Burton A. Dole, Jr.
Title: Chairman, President and
Chief Executive Officer
Dated: December 1, 1994
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EXHIBIT INDEX
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Number Title
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1* Excerpts from the Company's Proxy Statement dated June 10, 1994 for its 1994 Annual
Meeting of Stockholders.
2* Employment Agreement, dated April 25, 1980, between Burton A. Dole, Jr. and the
Company.
3* Supplemental Agreement, dated November 7, 1994, between John H. Morrow and the
Company.
4* Employment Agreement, dated June 9, 1994, between John H. Morrow and the Company.
5* Form of Executive Agreement for Messrs. Doyle, Jones, Rankin and Niles.
6* Form of Severance Agreement.
7* Puritan-Bennett Corporation Change of Control Severance Plan.
8* Form of Additions to Puritan-Bennett Corporation Management Incentive Bonus Plan A,
and Management Incentive Bonus Plan B.
9* Form of First Amendment to the Restated Puritan-Bennett Deferred Compensation Plan.
10* Form of First Amendment to the Puritan-Bennett Supplemental Retirement Benefit Plan.
11* Form of Third Amendment to the Puritan-Bennett Supplemental Retirement Benefit Plan.
12* Form of First Amendment to the Puritan-Bennett Corporation Pension Benefit Make Up
Plan.
13* Form of Addition to the Company's 1988 Stock Benefit Plan.
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*Previously Filed
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Number Title
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14* Amendment to the Restated Puritan-Bennett Savings & Stock Ownership Plan.
15* Form of Amendment to the Puritan-Bennett Corporation Directors Post-Retirement
Income Plan.
16* SERP Agreement between Burton A. Dole, Jr. and the Company.
17* SERP Agreement between John H. Morrow and the Company.
18* Form of First Amendment to the Trust Agreement for the Restated Puritan-Bennett
Deferred Compensation Plan.
19* Form of Trust Agreement for the Puritan-Bennett Supplemental Retirement Benefit
Plan.
20* Form of Trust Agreement for the Puritan-Bennett Corporation Pension Benefit Make Up
Plan.
21* Form of Trust Agreement for the Puritan-Bennett Corporation Directors Post-
Retirement Income Plan.
22* Letter to Stockholders of the Company.
23* Press Release of the Company, dated November 7, 1994.
24* Opinion of Smith Barney Inc., dated November 6, 1994.
25* Press Release of the Company, dated November 21, 1994.
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* Previously Filed
