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[PURITAN-BENNETT LETTERHEAD]
MEMORANDUM
To: Participants in the Puritan-Bennett
Retirement Savings and Stock Ownership Plan (the "Plan")
From: Puritan-Bennett Benefits Administration Committee
Date: July 24, 1995
A Special Meeting of Stockholders will be held on August 24, 1995 to approve
the adoption of the Agreement and Plan of Merger, dated as of May 21, 1995
and amended as of June 30, 1995 (as amended, the "Merger Agreement"), by and
among Nellcor Incorporated ("Nellcor"), Puma Merger Corporation, a wholly-
owned subsidiary of Nellcor ("Sub"), and Puritan-Bennett Corporation ("P-B"),
pursuant to which Sub will be merged (the "Merger") with and into P-B.
Following consummation of the Merger, P-B will be a wholly-owned subsidiary
of Nellcor. In the Merger each outstanding share of P-B Common Stock (other
than shares held in the treasury of P-B, which will be canceled) will be
converted into the right to receive 0.88 of a fully paid and nonassessable
share of Nellcor Common Stock. Cash will be delivered in lieu of fractional
shares.
As a participant in the Plan, you have the right to vote the shares of P-B
Common Stock you own through the Plan on the proposal to adopt the Merger
Agreement, which is more fully described in the enclosed Joint Proxy
Statement/Prospectus. You are entitled to vote all shares allocated to your
Plan account.
The vote at the Special Meeting of Stockholders is accomplished by completing
the Proxy Card included with the enclosed proxy materials and sending it to
UMB Bank, N.A. ("UMB"), so that UMB receives it prior to August 24, 1995.
The Plan Trustee will then vote your shares for you according to your
instructions. IF YOUR PROXY CARD IS NOT RECEIVED BY UMB PRIOR TO AUGUST 24,
1995, YOUR SHARES WILL BE VOTED BY THE PLAN TRUSTEE AT THE DIRECTION OF THE
BENEFITS ADMINISTRATION COMMITTEE. To those of you who have been Plan
participants in past years, this is not a new process.
We strongly encourage you to take advantage of the voting rights you have
under the Plan. Simply review the enclosed information, fill out and sign
your Proxy Card, and return it to UMB in the envelope provided, so that UMB
receives it prior to August 24, 1995.
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