<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------------
PURITAN-BENNETT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 44-0399150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9401 Indian Creek Parkway
P.O. Box 25905
Overland Park, Kansas 66225-5905
(Address, including zip code, of Registrant's principal executive offices)
------------------------------
BURTON A. DOLE, JR.
PRESIDENT
9401 Indian Creek Parkway
P.O. Box 25905
Overland Park, Kansas 66225-5905
(913) 661-0444
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
JEFFREY T. HAUGHEY, ESQ.
BLACKWELL SANDERS MATHENY
WEARY & LOMBARDI L.C.
TWO PERSHING SQUARE
2300 MAIN STREET, SUITE 1100
KANSAS CITY, MISSOURI 64108
------------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plans, check the following box. [X]
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price offering registration
registered registered(1) per unit(2) price(2) fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 426,929 shares $23.625 $10,086,197 $3,478
===============================================================================
</TABLE>
(1) All of the shares of Common Stock offered hereby are being sold for the
accounts of selling shareholders of the registrant. (See "Selling
Shareholders" herein.)
(2) Estimated for the purpose of calculating the registration fee in accordance
with Rule 457(c) based on the average of the high and low sales price of the
Common Stock as reported on the Nasdaq Stock Market on April 3, 1995.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
SUBJECT TO COMPLETION - APRIL 7, 1995
PROSPECTUS
426,929 SHARES
PURITAN-BENNETT CORPORATION
COMMON STOCK
($1 PAR VALUE)
The shares of Common Stock offered hereby are being sold for the account of
certain Selling Shareholders of Puritan-Bennett Corporation (the "Company") from
time to time in brokers' transactions, negotiated transactions, or otherwise at
prices current at the time of sale. The Company will receive none of the
proceeds from the sale of the Common Stock offered hereby. All expenses of the
registration of these shares (other than fees and disbursements for the Selling
Shareholders' own accountants and legal counsel, underwriting or brokerage
discounts and commissions, and transfer taxes, which will be paid by the Selling
Shareholders) will be paid by the Company. Such expenses are estimated at
$20,000.00.
The Common Stock of the Company is traded on the Nasdaq Stock Market. On
April 3, 1995 the last sale price of the Common Stock as reported by Nasdaq was
$23.75.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is April __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Office of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Seven World Trade Center,
15th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
--------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1994, as amended.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 30, 1994, July 31, 1994 and October 31, 1994.
(c) The Company's Current Report on Form 8-K dated February 3, 1994, as
amended by Form 8-K/A dated March 31, 1994.
(d) The Company's Current Report on Form 8-K dated October 28, 1994.
(e) Item 1 of Form 8-A Registration Statement dated April 22, 1969, as
supplemented by Form 8-A dated May 10, 1989, as amended by Form 8-A/A dated
October 28, 1994 (which contain a description of the Company's Common Stock).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be directed
to Assistant Secretary, Puritan-Bennett Corporation, 9401 Indian Creek Parkway,
P.O. Box 25905, Overland Park, Kansas 66225-5905, telephone number (913) 661-
0444.
2
<PAGE>
THE COMPANY
The complete mailing address of the principal executive offices of the
Company is 9401 Indian Creek Parkway, P.O. Box 25905, Overland Park, Kansas
66225-5905, telephone number (913) 661-0444.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Selling Shareholders:
<TABLE>
<CAPTION>
Number of Shares To
Shares Owned Shares To Be Owned
Name Prior to Sale Be Sold After Sale
-------------- ------------- --------- ----------
<S> <C> <C> <C>
P.H. Invest S.A. 389,248 389,248 -0-
Gerard Hascoet 23,798 14,798 9,000
Bernard Thiriet 13,804 13,804 -0-
Philippe Marion 9,079 9,079 -0-
------- ------- -----
Total 435,929 426,929 9,000
======= ======= =====
</TABLE>
Pierrick HAAN acquired 426,929 shares of the Company's Common Stock as a
result of the acquisition by the Company of Societe d' Etude et Fabrication d'
Appareillage Medical S.A. ("SEFAM"). P.H. Invest S.A., Gerard Hascoet, Bernard
Thiriet and Philippe Marion acquired their shares of the Company's Common Stock
to be sold hereby from Pierrick HAAN. Pierrick HAAN and his wife own 99.9% of
the stock of P.H. Invest S.A. and are two of the five directors of P.H. Invest
S.A. Pierrick HAAN is the Chairman of the Board and President of Puritan-
Bennett France Holdings S.A. ("P-B France") (a wholly-owned subsidiary of the
Company), Chairman of the Board and President of SEFAM (a wholly-owned
subsidiary of P-B France), and Chairman of the Board and President of Lit Dupont
S.A. (an 80% subsidiary of SEFAM). Pierrick HAAN is deemed to beneficially own
7,926 shares of the Company's Common Stock in addition to the shares owned by
P.H. Invest S.A. listed above. Gerard Hascoet, Bernard Thiriet and Philippe
Marion are former shareholders (2.41%, 1.78% and 0.67%, respectively) and former
directors of SEFAM.
PLAN OF DISTRIBUTION
The Selling Shareholders have not advised the Company of any specific plans
for the distribution of the shares offered hereby, but it is anticipated that
the shares will be sold at prices and on terms then available in brokers'
transactions, negotiated transactions or otherwise.
Dealers or brokers participating in such transactions may act as agent for
the Selling Shareholders, or may purchase the shares offered hereby from the
Selling Shareholders as principal and thereafter resell such shares from time to
time in or through transactions or distributions at market prices prevailing at
the time of sale or at negotiated prices. The Selling Shareholders and dealers
or brokers who participate in the sale or distribution of such shares may be
deemed to be "underwriters" as defined in the Securities Act of 1933. Any
distributors' or sellers' commissions paid or allowed to any such participating
dealers or brokers, and, if any of such dealers or brokers purchase shares as
principal, any distributors' or sellers' commissions or profits received on the
resale of such shares may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
3
<PAGE>
LEGAL OPINIONS
The validity of the shares of Common Stock of the Company is being passed
upon for the Company by Blackwell Sanders Matheny Weary & Lombardi L.C., Two
Pershing Square, 2300 Main, Kansas City, Missouri 64108. Daniel C. Weary, a
member of Blackwell Sanders Matheny Weary & Lombardi L.C., is Secretary and a
director of the Company and owns 21,000 shares of the Company's common stock.
EXPERTS
The consolidated financial statements of Puritan-Bennett Corporation and
subsidiaries incorporated by reference in Puritan-Bennett Corporation and
subsidiaries Form 10-K for the year ended January 31, 1994, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended July 31, 1994, and October 31,
1994 and the six-month period ended July 31, 1994 and the nine-month period
ended October 31, 1994 incorporated by reference in this Prospectus, Ernst &
Young LLP have reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate report, included in Puritan-Bennett Corporation and subsidiaries'
Quarterly Report on Form 10-Q for the quarters ended July 31, 1994 and October
31, 1994, and incorporated herein by reference, states that they did not audit
and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
The independent auditors are not subject to the liability provisions of Section
11 of the Securities Act of 1933 (the "Act") for their report on the unaudited
interim financial information because that report is not a "report" or a "part"
of the Registration Statement prepared or certified by the auditors within the
meaning of Sections 7 and 11 of the Act.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCE IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses to be paid by
the registrant in connection with the issuance and sale of the Common Stock
being registered.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.. $ 3,478
Blue Sky fees and expenses........................... $ 500
Accounting fees and expenses......................... $ 9,000
Legal fees and expenses.............................. $ 7,000
Miscellaneous........................................ $ 22
-------
Total........................................... $20,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law allows indemnification
of corporate officers and directors by a corporation under certain
circumstances. The Certificate of Incorporation of the Company contains a
provision limiting the personal liability of directors for monetary damages to
the Company or its stockholders for breaches of their fiduciary duty in certain
circumstances. There is in effect a bylaw provision entitling directors and
officers to be indemnified by the Company. There is also in effect an insurance
policy providing directors and officers with indemnification. In addition, a
proposal was adopted at the Annual Meeting of Stockholders of the Company held
on April 22, 1988 authorizing the Company to enter into indemnification
agreements with its directors indemnifying them against monetary damages
incurred as a result of their services to the Company.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference. Documents designated by an asterisk (*) are incorporated by
reference pursuant to Rule 411 of the Securities Act of 1933, as amended.
EXHIBIT
NUMBER
- -------
4(a)* Articles of Incorporation of the Registrant as amended (incorporated
by reference to Exhibit 3(a) filed as a part of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1987).
4(b)* Bylaws of the Registrant adopted on July 31, 1991 (incorporated by
reference to Exhibit 3(a) filed as a part of the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
1991).
4(c)* Shareholder Rights Agreement dated May 2, 1989 (incorporated by
reference to Exhibit 1 filed as a part of the Registrant's Current
Report on Form 8-K dated May 15, 1989).
II-1
<PAGE>
4(d)* Amendment Agreement dated as of October 27, 1994, between the Company
and UMB Bank, N.A., amending the Shareholder Rights Agreement dated
May 2, 1989 (incorporated by reference to Exhibit 4.1 filed as a part
of the Registrant's Current Report on Form 8-K dated October 28,
1994).
Long-term debt instruments of the Company in amounts not exceeding 10% of the
total assets of the Company and its Subsidiaries on a consolidated basis will be
furnished to the Commission upon request.
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
15 Letter re: Unaudited Interim Financial Information
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (contained
in Exhibit 5)
24 Powers of Attorney
ITEM 17. UNDERTAKING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on April 7, 1995.
PURITAN-BENNETT CORPORATION
By /s/ Burton A. Dole, Jr.
------------------------------------------
Burton A. Dole, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on April 7, 1995.
Signature Capacity
--------- --------
/s/ Burton A. Dole, Jr.
--------------------------- Chairman of the Board, President and
Burton A. Dole, Jr. Chief Executive Officer (Principal
Executive Officer)
/s/ Daniel C. Weary
--------------------------- Director
Daniel C. Weary
*Dr. C. Philip Larson Jr. Director
*Thomas A. McDonnell Director
*Frank P. Wilton Director
*Charles A. Duboc Director
*Andre F. Marion Director
/s/ Lee A. Robbins
--------------------------- Vice President, Chief Financial Officer
Lee A. Robbins and Controller (Principal Financial Officer
and Principal Accounting Officer)
*This Registration Statement has been signed by the undersigned as attorney-
in-fact on behalf of each person so indicated pursuant to a power of attorney
duly executed by each such person.
/s/ Daniel C. Weary
------------------------------------------
Daniel C. Weary, Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
4(a)* Articles of Incorporation of the Registrant as amended (incorporated
by reference to Exhibit 3(a) filed as a part of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1987).
4(b)* Bylaws of the Registrant adopted on July 31, 1991 (incorporated by
reference to Exhibit 3(a) filed as a part of the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
1991).
4(c)* Shareholder Rights Agreement dated May 2, 1989 (incorporated by
reference to Exhibit 1 filed as a part of the Registrant's Current
Report on Form 8-K dated May 15, 1989), as amended by the Amendment
Agreement dated as of October 27, 1994, between the Company and UMB
Bank, N.A. (incorporated by reference to Exhibit 4.1 filed as a part
of the Registrant's Current Report on Form 8-K dated October 28,
1994).
4(d)* Amendment Agreement dated as of October 27, 1994, between the Company
and UMB Bank, N.A., amending the Shareholder Rights Agreement dated
May 2, 1989 (incorporated by reference to Exhibit 4.1 filed as a part
of the Registrant's Current Report on Form 8-K dated October 28,
1994).
Long-term debt instruments of the Company in amounts not exceeding 10% of the
total assets of the Company and its Subsidiaries on a consolidated basis will be
furnished to the Commission upon request.
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
15 Letter re: Unaudited Interim Financial Information
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (contained
in Exhibit 5)
24 Powers of Attorney
II-5
<PAGE>
EXHIBIT 5
---------
April 7, 1995
Puritan-Bennett Corporation
9401 Indian Creek Parkway
P.O. Box 25905
Overland Park, Kansas 66225-5905
Ladies and Gentlemen:
We refer to the Registration Statement of Puritan-Bennett Corporation (the
"Company") on Form S-3 proposed to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 426,929 shares of the Company's Common Stock to be sold by certain
shareholders of the Company identified in the Registration Statement as "Selling
Shareholders."
We are familiar with the proceedings to date with respect to such proposed
sale and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that the 426,929 shares of
Common Stock offered for sale by the Selling Shareholders have been legally
issued and are fully paid and non-assessable.
We hereby consent to the reference to us under the heading "Legal Opinions"
in the prospectus constituting a part of the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ BLACKWELL SANDERS MATHENY WEARY & LOMBARDI L.C.
<PAGE>
EXHIBIT 15
----------
Letter Regarding Unaudited Interim Financial Information
April 7, 1995
The Board of Directors
Puritan-Bennett Corporation
We are aware of the incorporation by reference in the Registration Statement
Form S-3 of Puritan-Bennett Corporation and subsidiaries for the registration of
426,929 shares of its common stock of our reports dated September 12, 1994 and
December 14, 1994 relating to the unaudited condensed consolidated interim
financial statements of Puritan-Bennett Corporation and subsidiaries which are
included in its Forms 10-Q for the quarters ended July 31, 1994 and October 31,
1994.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ ERNST & YOUNG LLP
Kansas City, Missouri
<PAGE>
EXHIBIT 23(a)
-------------
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of Puritan-Bennett
Corporation and subsidiaries for the registration of 426,929 shares of its
common stock and to the incorporation by reference therein of our report dated
March 7, 1994, with respect to the consolidated financial statements of
Puritan-Bennett Corporation and subsidiaries incorporated by reference in its
Form 10-K for the year ended January 31, 1994 and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Kansas City, Missouri
April 7, 1995
<PAGE>
EXHIBIT 24
----------
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Puritan-Bennett Corporation, do hereby name,
constitute and appoint Daniel C. Weary or Lee A. Robbins, and each of them, my
agent and attorney-in-fact, for me and in my behalf as a Director of Puritan-
Bennett Corporation, to sign and execute a registration statement on Form S-3,
and any amendments thereto, to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the registration
with the Securities and Exchange Commission of shares of common stock, $1 par
value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Charles A. Duboc
----------------------------------------
Charles A. Duboc
<PAGE>
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Puritan-Bennett Corporation, do hereby name,
constitute and appoint Daniel C. Weary or Lee A. Robbins, and each of them, my
agent and attorney-in-fact, for me and in my behalf as a Director of Puritan-
Bennett Corporation, to sign and execute a registration statement on Form S-3,
and any amendments thereto, to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the registration
with the Securities and Exchange Commission of shares of common stock, $1 par
value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Dr. C. Philip Larson, Jr.
----------------------------------------
Dr. C. Philip Larson, Jr.
<PAGE>
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Puritan-Bennett Corporation, do hereby name,
constitute and appoint Daniel C. Weary or Lee A. Robbins, and each of them, my
agent and attorney-in-fact, for me and in my behalf as a Director of Puritan-
Bennett Corporation, to sign and execute a registration statement on Form S-3,
and any amendments thereto, to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the registration
with the Securities and Exchange Commission of shares of common stock, $1 par
value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Thomas A. McDonnell
----------------------------------------
Thomas A. McDonnell
<PAGE>
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Puritan-Bennett Corporation, do hereby name,
constitute and appoint Daniel C. Weary or Lee A. Robbins, and each of them, my
agent and attorney-in-fact, for me and in my behalf as a Director of Puritan-
Bennett Corporation, to sign and execute a registration statement on Form S-3,
and any amendments thereto, to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the registration
with the Securities and Exchange Commission of shares of common stock, $1 par
value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Frank P. Wilton
----------------------------------------
Frank P. Wilton
<PAGE>
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Puritan-Bennett Corporation, do hereby name,
constitute and appoint Daniel C. Weary or Lee A. Robbins, and each of them, my
agent and attorney-in-fact, for me and in my behalf as a Director of Puritan-
Bennett Corporation, to sign and execute a registration statement on Form S-3,
and any amendments thereto, to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the registration
with the Securities and Exchange Commission of shares of common stock, $1 par
value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Andre F. Marion
----------------------------------------
Andre F. Marion
<PAGE>
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Puritan-Bennett Corporation, do hereby name,
constitute and appoint Lee A. Robbins, my agent and attorney-in-fact, for me and
in my behalf as a Director of Puritan-Bennett Corporation, to sign and execute a
registration statement on Form S-3, and any amendments thereto, to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration with the Securities and Exchange Commission of
shares of common stock, $1 par value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Daniel C. Weary
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Daniel C. Weary
<PAGE>
POWER OF ATTORNEY
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I, the undersigned Director and Officer of Puritan-Bennett Corporation, do
hereby name, constitute and appoint Daniel C. Weary or Lee A. Robbins, and each
of them, my agent and attorney-in-fact, for me and in my behalf as a Director
and Officer of Puritan-Bennett Corporation, to sign and execute a registration
statement on Form S-3, and any amendments thereto, to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration with the Securities and Exchange Commission of
shares of common stock, $1 par value, of Puritan-Bennett Corporation.
Executed this 16th day of February, 1995.
/s/ Burton A. Dole, Jr.
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Burton A. Dole, Jr.
