SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
(Final Amendment)
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)
March 17, 1995
(Date of Event which Requires Filing
of this Statement)
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: / /
Page 1 of 14 pages
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106
Page 2 of 14 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 319,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 319,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
319,000 (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)
2.5% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 3 of 14 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 38,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 38,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
38,500 (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% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 4 of 14 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 146,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 146,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
146,000 (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)
1.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 5 of 14 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 357,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 357,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
357,500 (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)
2.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 6 of 14 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 503,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 503,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
503,500 (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)
4.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 746299106 Page 7 of 14 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 503,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 503,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
503,500 (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)
4.0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 1 to Schedule 13D
(Final Amendment)
This Statement amends the Schedule 13D, dated January
27, 1995, (the "Schedule 13D"), filed by Dickstein & Co., L.P.,
Dickstein International Limited, Dickstein Focus Fund L.P.,
Dickstein Partners, L.P., Dickstein Partners Inc. and Mark
Dickstein with respect to the Common Stock, $1.00 par value
(the "Common Stock"), of Puritan-Bennett Corporation,
a Delaware corporation (the "Company"). Notwithstanding this
Amendment No. 1, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings
ascribed to them in the Schedule 13D.
I. Item 3 of the Schedule 13D, Source and Amount of Funds and
Other Consideration is hereby amended by adding the following
paragraph:
"Since January 27, 1995 (the date the Reporting Persons filed
the Schedule 13D) and without giving effect to the sale of shares
of Common Stock set forth in Schedule II hereto, the Reporting
Persons in the aggregate acquired an additional 72,900 shares of
Common Stock in the open market. Dickstein & Co. acquired 23,600
of such shares at a total cost of $518,500, Dickstein
International acquired 9,000 of such shares at a total cost of
$197,800 and Dickstein Focus acquired 40,300 of such shares at a
total cost of $878,650. Such amounts were funded out of each
entity's working capital, which may include margin loans made by
brokerage firms in the ordinary course of business."
II. Items 5(a), 5(c) and 5(e) of the Schedule 13D, "Interest in
Securities of the Issuer," are amended and restated in their
entirety as follows:
"The Reporting Persons beneficially own an aggregate
of 503,500 shares of Common Stock, representing approximately
4.0% of the shares of Common Stock. Dickstein & Co., L.P. owns
319,000 of such shares, representing approximately 2.5% of the
shares outstanding, Dickstein International owns 146,000 of such
shares, representing approximately 1.2% of the shares
outstanding, and Dickstein Focus owns 38,500 of such shares,
representing approximately .3% of the shares outstanding. The
above-mentioned percentages are based upon an aggregate of
12,556,811 shares of Common Stock outstanding as reported in
the Company's Quarterly Report on Form 10Q for the quarter
ended October 31, 1994."
-8-
PAGE
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"(c) Except as set forth on Schedule II hereto, none
of the persons identified in Item 2 has effected any transactions
in the Common Stock during the past 60 days."
"(e) The Reporting Persons ceased to be the beneficial
owner of more than 5% of the Common Stock on March 17, 1995.
Accordingly, the Reporting Persons no longer have a reporting
obligation under Section 13(d) of the Exchange Act with respect
to the Common Stock, and the Reporting Persons intend not to
further amend their report on Schedule 13D to reflect changes in
the facts set forth herein which may occur after the date
hereof."
-9-
PAGE
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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: March 20, 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 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 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
-10-
PAGE
<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
Name: Mark Dickstein
-11-
PAGE
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SCHEDULE II
TRANSACTIONS IN COMMON STOCK
OF PURITAN BENNETT CORP
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price Per Total
Date Bought Share Commission Cost
3/3/95 17,600 22.000 25.00 387,225.00
3/6/95 6,000 21.875 25.00 131,275.00
Shares Sold by Dickstein & Co., L.P.
Number of Price Per Total
Date Shares Sold Share Commission Proceeds
3/9/95 10,000 23.750 25.00 237,475.00
3/10/95 16,100 23.625 25.00 380,337.50
3/13/95 22,000 23.598 25.00 519,131.00
3/14/95 12,000 23.500 25.00 281,975.00
3/16/95 16,000 23.492 25.00 375,851.80
3/17/95 73,000 24.280 25.00 1,772,415.00
3/20/95 8,000 23.750 25.00 189,975.00
-12-
PAGE
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Shares Purchased by Dickstein Focus Fund L.P.
Number of
Shares Price per Total
Date Bought Share Commission Cost
2/17/95 2,600 21.563 25.00 56,087.50
2/21/95 5,000 21.625 25.00 108,150.00
2/22/95 10,000 21.688 25.00 216,900.00
2/23/95 13,700 21.875 25.00 299,712.50
3/3/95 7,000 22.000 25.00 154,025.00
3/6/95 2,000 21.875 25.00 43,775.00
Shares Sold by Dickstein Focus fund L.P.
Number of Price Per Total
Date Shares Sold Share Commission Proceeds
3/13/95 2,300 23.598 25.00 54,250.40
3/17/95 8,500 24.280 25.00 206,355.00
3/20/95 1,000 23.750 25.00 23,725.00
-13-
PAGE
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Shares Purchased by Dickstein International, Ltd.
Number of
Shares Price per Total
Date Bought Share Commission Cost
3/3/95 7,000 22.000 25.00 154,025.00
3/6/95 2,000 21.875 25.00 43,775.00
Shares Sold by Dickstein International, Ltd.
Number of Price Per Total
Date Shares Sold Share Commission Proceeds
3/9/95 5,000 23.750 25.00 118,725.00
3/10/95 7,200 23.625 25.00 170,075.00
3/13/95 10,700 23.598 25.00 252,473.60
3/14/95 5,500 23.500 25.00 129,225.00
3/16/95 6,800 23.492 25.00 159,722.60
3/17/95 33,500 24.280 25.00 813,355.00
3/20/95 4,500 23.750 25.00 106,850.00
-14-
PAGE
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