SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Puritan-Bennett Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
746299106
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 17, 1995
(Date of Event which Requires Filing
of this Statement)
<PAGE>
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this
statement:
/x/
Page 1 of 19 pages
Exhibit Index appears on page 14
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 2 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P.
13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 452,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 452,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 3 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P.
13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 10,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 10,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 4 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM
5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 210,200 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 210,200 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,200 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 5 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P.
13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 462,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 462,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE> <PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 6 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 672,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 672,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE> <PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 7 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 672,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 672,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
PAGE
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates
to the Common Stock, $1.00 par value (the "Common Stock"), of
Puritan-Bennett Corporation, a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at 9401 Indian Creek Parkway, Suite 300, Overland Park,
Kansas 66225.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P.
("Dickstein Focus"), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein. Dickstein & Co., Dickstein Focus, Dickstein
International, Dickstein Partners, Dickstein Inc. and Mark
Dickstein are collectively referred to as the "Reporting
Persons."
Dickstein & Co. is a Delaware limited partnership engaged
in certain investment activities, including, but not limited to,
(i) the purchase of marketable and non-marketable securities and
other obligations of bankrupt or near bankrupt companies, (ii)
risk-arbitrage transactions undertaken in connection with, among
other things, mergers and acquisitions and (iii) the purchase of
securities in entities which appear to be undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited-liability, open-end
investment fund incorporated as an international business company
in the Territory of the British Virgin Islands. Dickstein
International engages in certain investment activities similar in
nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership and
the general partner of Dickstein & Co. and Dickstein Focus and
makes all investment and trading decisions for Dickstein & Co.
and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the advisor to
Dickstein International. In its capacity as advisor, Dickstein
Inc. makes all investment and trading decisions for Dickstein
International. Mark Dickstein is the president and sole director
of Dickstein Inc.
<PAGE> 8
<PAGE>
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2 is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock reported to be owned by
Dickstein & Co., Dickstein Focus and Dickstein International were
acquired in the open market. Giving effect to certain sales of
the Common Stock made by each such entity, the total cost of the
reported shares by Dickstein & Co., Dickstein Focus and Dickstein
International was $10,231,103, 210,025 and $4,637,866,
respectively. Such costs were funded out of working capital,
which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this statement relates for
investment. However, the Reporting Persons support the
shareholder proposal of Kenneth Steiner submitted for inclusion
in the Company's proxy statement for its 1995 annual meeting
which recommends that the Board of Directors of the Company
immediately commence an auction process to sell the Company to
the highest qualified bidder, subject to a minimum bid of $24.50
<PAGE> 9
<PAGE>
per share in cash. The Reporting Persons have agreed to
reimburse Kenneth Steiner for expenses incurred by him in
connection with making the foregoing shareholder proposal.
Although no course of action has presently been decided
upon, the Reporting Persons may seek the election of their own
nominees to the Board of Directors of the Company through a proxy
contest at the Company's 1995 annual meeting unless before the
nomination deadline for the meeting (anticipated by the Reporting
Persons to be in early April, 1995), the Company has entered into
a definitive agreement to sell the Company.
A copy of a press release with respect to the Reporting
Persons' support of Mr. Steiner's proposal is annexed to this
Schedule 13D as Exhibit 2.
The Reporting Persons may take any other action with
respect to the Company or any of its debt or equity securities in
any manner permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an
aggregate of 672,700 shares of Common Stock, representing
approximately 5.4% of the Common Stock outstanding. Dickstein &
Co. owns 452,500 of such shares, representing approximately 3.6%
of the Common Stock outstanding, Dickstein Focus owns 10,000 of
such shares, representing approximately .1% of the Common
Stock outstanding and Dickstein International beneficially owns
210,200 of such shares, representing approximately 1.7% of the
Common Stock outstanding.(1)
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co and Dickstein
Focus. By reason of its position as general partner of Dickstein
Partners and advisor to Dickstein International, Dickstein Inc.
may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus and Dickstein International. By reason of his
position as president and sole director of Dickstein Inc., Mark
Dickstein may be deemed to possess the power to vote and dispose
of the shares of Common Stock beneficially owned by Dickstein &
Co., Dickstein Focus and Dickstein International. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934,
as amended, (i) Dickstein & Co. disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Dickstein
<PAGE> 10
<PAGE>
International and Dickstein Focus, (ii) Dickstein Focus disclaims
beneficial ownership of all shares of Common Stock beneficially
owned by Dickstein & Co. and Dickstein International, (iii)
Dickstein International disclaims beneficial ownership of all
shares of Common Stock beneficially owned by Dickstein & Co.
and Dickstein Focus (iv) each of Dickstein Partners, Dickstein
Inc. and Mark Dickstein disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus and Dickstein International, except to the extent
of their actual economic interests.
(1) Percentages are based upon 12,556,811 shares of Common
Stock reported outstanding as of December 9, 1994 in the
Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1994.
(c) Except for the purchases set forth on Schedule II
annexed hereto, none of the persons identified in Item 2 has
effected any transactions in the Common Stock during the past 60
days. All such purchases were effected in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934,
as amended.
Exhibit 2 Press Release, dated December 28, 1994.
<PAGE> 11<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: January 27, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
<PAGE> 12
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
<PAGE> 13
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant to 17
Rule 13d(1)-f promulgated under the
Securities Exchange Act of 1934, as
amended
2 Press Release, dated December 28, 1994. 19
<PAGE> 14<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
and Calibre are set forth below. The principal business address
of each of the sole director and the officers of Dickstein Inc.
named below is c/o Dickstein Partners, Inc., 9 West 57th St., New
York, New York 10019.
Dickstein Partners Inc.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director of Dickstein Inc.
President and
Sole Director
Todd Black Vice President of Dickstein Inc.
Vice President
David Brail Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel of
Vice President and Dickstein Inc.
General Counsel
Steven Cornick Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
<PAGE> 15
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF PURITAN-BENNETT CORPORATION
DURING THE PRECEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
11/28/94 89,000 $ 20.849 $ 25.00 $ 1,855,586.00
11/28/94 22,000 20.500 25.00 451,025.00
12/6/94 7,500 19.500 25.00 146,275.00
1/16/95 15,000 20.625 25.00 309,400.00
1/17/95 15,500 20.625 25.00 319,712.50
1/18/95 3,500 20.750 25.00 72,650.00
1/20/95 3,500 20.750 25.00 72,650.00
1/23/95 7,000 20.375 25.00 142,650.00
1/25/95 2,500 21.000 25.00 52,525.00
Shares Purchased by Dickstein International, Ltd.
Number of
Shares Price per Total
Date Purchased share Commission Cost
11/28/94 31,000 $ 20.849 $ 25.00 $ 646,344.00
11/28/94 8,000 20.500 25.00 164,025.00
12/6/94 2,500 19.500 25.00 48,775.00
1/12/95 44,000 20.375 25.00 896,525.00
1/16/95 10,000 20.625 25.00 206,275.00
1/17/95 7,000 20.625 25.00 144,400.00
1/18/95 1,500 20.750 25.00 31,150.00
1/20/95 1,500 20.750 25.00 31,150.00
1/23/95 3,000 20.375 25.00 61,150.00
1/25/95 2,400 21.000 25.00 50,425.00
Shares Purchased by Dickstein Focus Fund L.P
Number of
Shares Price per Total
Date Purchased share Commission Cost
1/25/95 10,000 $ 21.000 $ 25.00 $ 210,025
<PAGE> 16
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of January 27, 1995.
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
<PAGE> 17
<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
<PAGE> 18
10:22 PURITAN-BENNETT SHAREHOLDER PROPOSES SALE OF COMPANY
NEW YORK, Dec. 28 /PRNewsire/ -- Kenneth Steiner today announced
he has filed with the Secretary of Puritan-Bennett Corporation
(Nasdaq-NNM: PBEN), for inclusion in the company's proxy
statement for its 1995 annual meeting, the following shareholder
proposal calling for a sale of the Company.
"RESOLVED, that the stockholders of Puritan-Bennett Corporation
(the "Company") recommend that the Board of Directors of the
Company immediately commence an auction process to sell the
Company to the highest qualified bidder, subject to a minimum bid
of $24.50 in cash per share, and that the Board of Directors
report to stockholders periodically on the progress of the sale
process."
Mr. Steiner's proposal is supported by Dickstein Partners Inc.,
which has agreed to reimburse Mr. Steiner for his expenses. In a
related development, Dickstein Partners indicated that it is
seriously contemplating nominating a slate of directors for
election to the Puritan-Bennett board unless before the
nomination deadline Puritan-Bennett has entered into a definitive
agreement to sell the company. Dickstein Partners is a New York-
based investment firm.
<PAGE> 19
