SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): May 21, 1995
PURITAN-BENNETT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-3717 44-0399150
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) File Number) Identification No.)
9401 Indian Creek Parkway, Building #40, Suite 300, P.O. Box 25905,
Overland Park, Kansas 66225
(Address of principal executive offices) (Zip Code)
(913) 661-0444
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Page 1 of 2
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Item 5: OTHER EVENTS.
On May 21, 1995, Nellcor Incorporated, a Delaware corporation
("Nellcor"), Puritan-Bennett Corporation, a Delaware corporation
("Puritan-Bennett"), and Puma Merger Corporation, a Delaware
corporation and wholly-owned subsidiary of Nellcor ("Sub"), entered
into an Agreement and Plan of Merger (the "Merger Agreement")
providing for a merger of Sub with and into Puritan-Bennett. Under
the terms of the Merger Agreement, Puritan-Bennett stockholders
will receive 0.88 shares of Nellcor common stock for each
outstanding share of Puritan-Bennett common stock held by them.
The merger is intended to qualify as a tax-free reorganization and
a pooling-of-interests for accounting and financial reporting
purposes, and is subject to certain conditions, including the
approval of the respective stockholders of Nellcor and
Puritan-Bennett.
Item 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
1.1 Form of Joint Press Release of Nellcor Incorporated and
Puritan-Bennett Corporation dated May 22, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: May 23, 1995
PURITAN-BENNETT CORPORATION
/s/ Lee A. Robbins
-----------------------------------
Lee A. Robbins
Vice President
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
1.1 Form of Joint Press Release of
Nellcor Incorporation and
Puritan-Bennett Corporation
dated May 22, 1995
<PAGE>
EXHIBIT 1.1
NELLCOR, PURITAN-BENNETT TO COMBINE IN $475 MILLION MERGER
PLEASANTON, CA AND OVERLAND PARK, KS -- May 22, 1995 --
Nellcor Incorporated (Nasdaq:NELL) and Puritan-Bennett Corporation
(Nasdaq:PBEN) today announced that their boards of directors have
approved a definitive merger agreement to combine the two companies
in a transaction valued at approximately $475 million. With
combined revenues of approximately $600 million, the new company,
Nellcor/Puritan-Bennett, will be the world's premier respiratory
products manufacturer.
The merger represents a unique opportunity to combine
worldwide leaders in two complementary areas, patient safety
monitoring and respiratory therapy. Nellcor/Puritan-Bennett will
provide a comprehensive line of products to diagnose, monitor and
treat patients with respiratory difficulties across the entire
continuum of care -- the hospital, alternate care sites and the
home.
Under the terms of the agreement, Puritan-Bennett shareholders
will receive 0.88 shares of Nellcor common stock for each
outstanding share of Puritan-Bennett common stock. The merger is
intended to qualify as a tax-free reorganization and a
pooling-of-interests for accounting and financial reporting
purposes. Based on the Friday, May 19, 1995 closing price of
Nellcor and Puritan-Bennett common shares on the Nasdaq, the
combined company will have a total market valuation of
approximately $1 billion.
C. Raymond Larkin, Jr., 46, Nellcor's president and chief
executive officer, will be president and chief executive officer of
the new company. Mr. Larkin will establish an executive management
committee that will oversee and manage the integration of the two
companies. Burton A. Dole, Jr., 57, chairman, president and chief
executive officer of Puritan-Bennett, will be chairman of the Board
for a term of two years. The Board of Directors will have nine
members: six from Nellcor, two from Puritan-Bennett and one to be
selected by both companies. Nellcor/Puritan-Bennett will be
headquartered in Pleasanton, CA, site of Nellcor's current
headquarters.
"This merger provides the broad product offering and market
approach demanded by health care providers today by merging
Nellcor, a leader in hospital-based respiratory monitoring, with
Puritan-Bennett, the largest respiratory therapy products company
in the world," Mr. Larkin said. "Nellcor/Puritan-Bennett will be
the market leader in respiratory products, with the significant
leverage needed to compete in the rapidly changing health care
environment. With approximately $50 million of annual combined
research and development investment, we plan to build on our
leadership with continued product innovation."
"We expect this merger to create both immediate and long-term
synergies in revenue and earnings growth, cost savings and new
product development," Mr. Larkin added. "Excluding the effect of
transaction-related expenses, we expect earnings accretion in the
first year. Opportunities include revenue synergies generated by
offering a comprehensive, combined product line and cost savings
through consolidating operations." Both companies have significant
operations in the San Diego and Kansas City areas, and in Tijuana,
Mexico.
"We are very pleased to be joining forces with Nellcor," Mr.
Dole said. "Nellcor/Puritan-Bennett will be a leading provider in
both established and high growth respiratory market segments across
the spectrum of acute, alternate and home care. Our new company
will offer providers a single point of contact for a broad array of
products and services, resulting in increased value for both our
customers and shareholders."
Nellcor Incorporated, founded in 1981, designs, manufactures
and markets high-performance monitoring equipment, sensors and
accessories for patient safety and management throughout the
hospital, in emergency care and in the home.
Puritan-Bennett, founded in 1913, is a world leader in
products related to respiration. These products are used in
multiple health care settings and on aircraft.
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