-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VhXrANr1wE7BBnqmJf4zRLK9LSb7/9wvLSjd+g/uutqJwzf2U8QO6h9cGxevPTiE a1SLubDOgW5g02G1m6ufPQ== 0000892569-96-002524.txt : 19961202 0000892569-96-002524.hdr.sgml : 19961202 ACCESSION NUMBER: 0000892569-96-002524 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19961127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NELLCOR PURITAN BENNETT INC CENTRAL INDEX KEY: 0000799290 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942789249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14980 FILM NUMBER: 96673927 BUSINESS ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 4158875858 MAIL ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: NELLCOR DELAWARE INC DATE OF NAME CHANGE: 19860929 11-K 1 FORM 11-K FOR THE FISCAL YEAR ENDED 12-31-95 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________ FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1995 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _____________________ to __________________ Commission file number ________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Nellcor Puritan Bennett Voluntary Investment Plus (VIP) Plan. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Nellcor Puritan Bennett Incorporated, 4280 Hacienda Drive, Pleasanton, California 94588. 2 NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 3 CONTENTS
PAGE ---- REPORT OF INDEPENDENT ACCOUNTANTS 1 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits, with Fund Information as of December 31, 1995 and 1994 2 Statement of Changes in Net Assets Available for Benefits, with Fund Information for the years ended December 31, 1995 and 1994 3-4 Notes to Financial Statements 5-9 SUPPLEMENTARY SCHEDULES SCHEDULE -------- Assets Held for Investment Purposes as of December 31, 1995 I 10 Schedule of Loans or Fixed Income Obligations as of III 11 December 31, 1995 Schedule of Reportable Transactions for the year ended V 12 December 31, 1995
Note: Schedules not included with this additional financial data have been omitted because they are not applicable. 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Nellcor Puritan Bennett Voluntary Investment Plus (VIP) Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Nellcor Puritan Bennett Voluntary Investment Plus (VIP) Plan at December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I, III and V, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. Schedules I, III and V and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP San Jose, California July 23, 1996 5 NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995 AND DECEMBER 31, 1994
December 31, 1995 --------------------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------------------- U.S. Retirement Asset Fidelity Fidelity Intermediate Government Growth Blue Chip Manager Puritan Magellan Bond Fund Reserves Fund Fund Fund ---------- ----------- ------------ ---------- ---------- --------- ------- Assets: Investments, at fair value $6,503,489 $11,436,688 $110,085 $3,055,630 $282,979 $861,966 $123,735 Participant notes receivable Company contributions receivable 23,651 39,419 1,126 23,651 2,253 6,758 1,126 Employee contributions receivable 24,367 40,611 1,160 24,367 2,321 6,962 1,160 ---------- ----------- -------- ---------- -------- -------- -------- Net assets available for plan benefits $6,551,507 $11,516,718 $112,371 $3,103,648 $287,553 $875,686 $126,021 ========== =========== ======== ========== ======== ======== ========
Equity Income II Participant Fund Notes Total --------- ---------- ----- Assets: Investments, at fair value $491,545 $22,866,117 Participant notes receivable $917,270 917,270 Company contributions receivable 14,641 112,625 Employee contributions receivable 15,084 116,032 -------- -------- ----------- Net assets available for plan benefits $521,270 $917,270 $24,012,044 ======== ======== ===========
December 31, 1994 -------------------------------------------------------------------- Participant Directed -------------------------------------------------------------------- U.S. Fidelity Fidelity Government Participant Puritan Magellan Reserves Notes Total ---------- ---------- ----------- ----------- ----------- Assets: Investments, at fair value $5,181,090 $7,768,584 $2,991,712 $15,941,386 Participant notes receivable $686,920 686,920 Company contributions receivable 12,525 17,436 7,156 37,117 Employee contributions receivable 12,734 17,728 7,275 37,737 ---------- ---------- ----------- ----------- ----------- Net assets available for plan benefits $5,206,349 $7,803,748 $3,006,143 $686,920 $16,703,160 ========== ========== ========== ======== ===========
See accompanying notes to financial statements. (2) 6 NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1995
December 31, 1995 --------------------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------------------- U.S. Retirement Asset Fidelity Fidelity Intermediate Government Growth Blue Chip Manager Puritan Magellan Bond Fund Reserves Fund Fund Fund ---------- ----------- ------------ ---------- ---------- --------- ------- Additions to assets attributed to: Investment income: Interest and dividends $ 342,179 $ 657,108 $ 3,755 $ 170,598 $ 24,188 $ 50,198 $ 2,455 Loan interest income Net realized and unrealized appreciation in fair value of investments 795,654 2,290,785 2,750 2,816 4,123 9,975 ---------- ----------- --------- ------------ --------- --------- --------- 1,137,833 2,947,893 6,505 170,598 27,004 54,321 12,430 Company contributions 235,711 255,963 6,849 184,120 15,865 31,563 7,989 Employee contributions 874,605 1,200,303 21,181 488,119 70,891 171,455 27,060 Rollover 36,857 98,866 9,995 88,887 15,381 42,558 12,190 ---------- ----------- --------- ------------ --------- -------- -------- Total additions 2,285,006 4,503,025 44,530 931,724 129,141 299,897 59,669 ---------- ----------- --------- ------------ --------- --------- -------- Deductions from assets attributed to: Benefits paid to participants 305,803 576,988 731 274,587 11,084 20,066 162 Administrative expenses 5,140 759 29 1,025 15 ---------- ----------- --------- ------------ --------- -------- -------- Total deductions 310,943 577,747 760 275,612 11,099 20,066 162 ---------- ----------- --------- ------------ --------- -------- -------- Transfers between funds: Loans issued (197,248) (217,974) (2,274) (247,281) (2,172) (17,261) (884) Loan repayments 132,884 127,935 1,373 147,672 2,337 12,339 2,279 Amounts reallocated among funds (564,541) (122,269) 69,502 (458,998) 169,346 600,777 65,119 ----------- ----------- -------- ------------ -------- -------- -------- Total transfers (628,905) (212,308) 68,601 (558,607) 169,511 595,855 66,514 ----------- ----------- -------- ------------ -------- -------- -------- Net increase 1,345,158 3,712,970 112,371 97,505 287,553 875,686 126,021 Net assets available for benefits: Beginning of year 5,206,349 7,803,748 -- 3,006,143 -- -- -- ----------- ----------- -------- ------------ -------- -------- -------- End of year $ 6,551,507 $11,516,718 $112,371 $ 3,103,648 $287,553 $875,686 $126,021 =========== ============ ======== ============ ======== ======== ========
Equity Income II Participant Fund Loans Total --------- ---------- ----- Additions to assets attributed to: Investment income: Interest and dividends $ 15,807 $ 1,266,288 Loan interest income $ 69,728 69,628 Net realized and unrealized appreciation in fair value of investments 29,701 3,135,804 ---------- --------- ------------ 45,508 69,728 4,471,820 Company contributions 26,897 764,957 Employee contributions 93,679 2,947,293 Rollover 44,694 349,428 ---------- ---------- ------------ Total additions 210,778 69,728 8,533,498 ---------- ---------- ------------ Deductions from assets attributed to: Benefits paid to participants 282 27,943 1,217,646 Administrative expenses 6,968 ---------- --------- ------------ Total deductions 282 27,943 1,224,614 ---------- --------- ------------ Transfers between funds: Loans issued (5,069) 690,163 -- Loan repayments 5,051 (431,870) -- Amounts reallocated among funds 310,792 (69,728) -- ---------- ---------- ------------ Total transfers 310,774 188,565 -- ---------- --------- ------------ Net increase 521,270 230,350 7,308,884 Net assets available for benefits: Beginning of year -- 686,920 16,703,160 ---------- -------- ------------ End of year $ 521,270 $917,270 $ 24,012,044 ========== ======== ============
See accompanying notes to financial statements. (3) 7 NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1994
December 31, 1994 -------------------------------------------------------------------- Participant Directed -------------------------------------------------------------------- U.S. Fidelity Fidelity Government Participant Puritan Magellan Reserves Loans Total ---------- ---------- ----------- ----------- ----------- Additions to assets attributed to: Investment income: Interest and dividends $ 390,388 $ 286,602 $ 103,450 $ 780,440 Loan interest income $ 38,426 38,426 Net realized and unrealized depreciation in fair value of investments (321,425) (431,392) (752,817) ---------- ---------- ----------- --------- ----------- 68,963 (144,790) 103,450 38,426 66,049 Company contributions 198,187 213,692 158,537 570,416 Employee contributions 781,745 1,133,011 459,273 2,374,029 Rollover 120,532 281,055 117,394 518,981 ---------- ---------- ----------- --------- ----------- Total additions 1,169,427 1,482,968 838,654 38,426 3,529,475 ---------- ---------- ----------- --------- ----------- Deductions from assets attributed to: Benefits paid to participants 270,776 350,772 154,433 29,221 805,202 Administrative expenses 3,225 530 792 4,547 ---------- ---------- ----------- --------- ----------- Total deductions 274,001 351,302 155,225 29,221 809,749 ---------- ---------- ----------- --------- ----------- Transfers between funds: Loans issued (206,259) (157,899) (204,999) 569,157 -- Loan repayments 121,611 92,595 126,813 (341,019) -- Amounts reallocated among funds 176,610 (234,607) 96,423 (38,426) -- ---------- ---------- ----------- --------- ----------- Total transfers 91,962 (299,911) 18,237 189,712 -- ---------- ---------- ----------- --------- ----------- Net increase 987,388 831,755 701,666 198,917 2,719,726 Net assets available for benefits: Beginning of year 4,218,961 6,971,993 2,304,477 488,003 13,983,434 ---------- ---------- ---------- --------- ------------ End of year $5,206,349 $7,803,748 $3,006,143 $ 686,920 $ 16,703,160 ========== ========== ========== ========= ============
See accompanying notes to financial statements. (4) 8 NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995 and 1994 NOTE 1. DESCRIPTION OF THE PLAN The following description of the Nellcor Puritan Bennett (the Company) Voluntary Investment Plus (VIP) Plan (the Plan) for the years ended December 31, 1995 and 1994, provides only general information. Participants should refer to the Plan document for details of the Plan's provisions. The name of the Plan was changed effective August 25, 1995. The former name of the Plan was Nellcor Voluntary Investment Plus (VIP) Plan. General The Plan, a defined contribution plan qualified under Section 401(a) and related provisions of the Internal Revenue Code, was originally adopted May 8, 1985, and is administered by a committee (the Committee) appointed by the Company. The Plan is designed to provide participants with a means to defer a portion of their compensation for retirement funds pursuant to Section 401(k) of the Internal Revenue Code. All employees of the Company who work at least 30 hours per week, or who have completed at least 1,000 hours of service in a 12 month period are eligible to participate in the Plan. Contributions During 1994 and the period January 1, 1995 to June 30, 1995, participants could elect to contribute from 1% to 10% of their respective compensation, subject to an annual maximum contribution established under the Internal Revenue Code (the Code) ($9,240 for 1995 and 1994). Effective July 1, 1995, the maximum employee contribution percentage was increased from 10% to 15%. The Company may impose further limits on contributions by "highly compensated (5) 9 employees" (as defined by the Code) in order to meet Code requirements concerning discrimination in favor of such employees. The Company, at its discretion, may contribute funds to the Plan. The Company provided contributions equal to 100% of each participant's contribution up to $400 for the period January 1, 1995 to June 30, 1995 and $500 for the period July 1, 1995 to December 31, 1995. During 1994 Company matching contributions were equal to 100% of each participant's contributions up to $400 for each semi-annual period. Employee contributions and Company matching contributions are 100% vested upon contribution. Employee contributions are withheld by the Company from each employee's compensation and deposited, together with Company contributions, in the appropriate investment fund in accordance with the participant's directives. Up to April 1, 1995 participants could direct the allocation of their contributions and matching Company contributions entirely or partially to three investment funds, consisting of the U.S. Government Reserves, the Fidelity Magellan Fund, and the Fidelity Puritan Fund, managed by Fidelity Investments (the Trustee). Effective April 1, 1995, the following five additional investment fund options were offered by the Plan. These were the Fidelity Intermediate Bond Fund, the Fidelity Retirement Growth Fund, the Fidelity Blue Chip Fund, the Fidelity Asset Manager Fund, and the Fidelity Equity Income II Fund. Participant's Accounts Each participant's account is credited or debited with the earnings, including realized and unrealized appreciation/depreciation attributable during the relevant period to that participant's investments in the various Fidelity funds available under the Plan. Vesting The value of each participant's account is fully vested at all times. Rollover Contributions The Committee may authorize the Trustee to accept a participant rollover contribution from another tax-qualified plan, provided the rollover contribution is made within 60 days after the participant receives the distribution from such other tax-qualified plan, and is subject to certain limitations set forth in the plan document. (6) Loans 10 Effective July 1, 1990, participants who are active employees of the Company and have a minimum account balance of $2,000 may borrow a portion of their Plan assets up to a maximum amount equal to the lesser of 50% of their account balance or $50,000 minus the highest loan balance reached over the preceding 12 months. All loans bear a fixed interest rate equal to 1% above the average prime rate of three major U.S. banks. The loans must be repaid within five years except for loans used for construction or purchase of a principal residence which have re-payment terms of up to 20 years. Participants are limited to two loans during any 12-month period and may not have more than two loans outstanding at any one time. Funds for the loans are obtained by liquidating the investments in the participant's account. Principal and interest payments, representing repayments of loans taken by participants, are typically made through payroll deductions and are paid directly into the participant's account after the end of each bi-weekly payroll period. Interest rates on loans outstanding at December 31, 1995 range from 6% to 10%. Payment of Benefits On termination of services, a participant with an account balance under $3,500 will receive a lump sum distribution of the value of their account. A participant with a balance greater than $3,500 may choose current distribution or may leave the funds invested in the Plan, subject to requirements under the Plan for distribution at a later date. Expenses of the Plan The loan administrative expenses incurred are paid by the participants. All other expenses incurred in the administration of the Plan are paid by the Company. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements are prepared on the accrual method of accounting. Contributions are recognized in the Plan's Financial statements in the period they are withheld from the participant's earnings. Benefits paid to participants are recorded in the Plan's Financial statements when paid. (7) Use of Estimates 11 The preparation of financial statements in conformity with generally accepted accounting principles requires the administrator and trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements. Actual results may differ from those estimates. Investment valuation The investment in the U.S. Government Reserves Fund is valued at cost plus accrued interest which approximates market value. The investments in the Fidelity Magellan, Fidelity Puritan, Fidelity Retirement Growth, Fidelity Blue Chip, Fidelity Asset Manager, and Fidelity Income Equity II Funds consist of investments in a variety of equity and debt securities, and are stated at fair value, based on the last reported bid price for securities traded on the over-the-counter market and the last reported sales price for securities traded on a national exchange as of the valuation date. The investments in the Fidelity Intermediate Bond Fund consist of investments in a variety of debt securities and money market instruments and are stated at fair value, based on the last reported bid price for securities traded on the over-the-counter market and the last reported sales price for securities traded on a national exchange as of the valuation date. NOTE 3. INVESTMENTS The Plan's investments at December 31, 1995 and 1994 are summarized as follows:
December 31, 1995 1994 Fidelity Puritan Fund $ 6,503,489 $ 5,181,090 Fidelity Magellan Fund 11,436,688 7,768,584 Fidelity Intermediate Bond Fund 110,085 - Fidelity U.S. Government Reserves Fund 3,055,630 2,991,712 Fidelity Retirement Growth Fund 282,979 - Fidelity Blue Chip Fund 861,966 - Fidelity Asset Manager Fund 123,735 - Fidelity Equity Income II Fund 491,545 - ----------- ----------- Total $22,866,117 $15,941,386 =========== ===========
(8) NOTE 4. INCOME TAX STATUS 12 The Company has received a favorable letter of determination dated September 4, 1991 from the Internal Revenue Service as to the qualified status of the amended and restated Plan. The Plan has subsequently been amended.The Company is of the opinion that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code and that the trust, which forms a part of the Plan, is not subject to tax. Accordingly, no provisions for federal or state income tax have been provided. NOTE 5. PLAN TERMINATION While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, the full value of each participant's account shall remain fully vested and nonforfeitable. NOTE 6. SUBSEQUENT EVENT Effective January 3, 1996 the Puritan Bennett Retirement Savings and Stock Ownership Plan sponsored by Puritan Bennett Corporation and its subsidiaries (which merged with Nellcor Puritan Bennett in August 1995) was merged with the Plan. (9) 13 SCHEDULE I Item 27a of IRS Form 5500 ITEM 27a NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1995
B C D E - - - - Description Historical Current Identity of Assets Shares Cost Value - ----------------------------- -------------------------------- ----------------- ----------------- --------------- Fidelity Investments Puritan Fund 382,333 $5,828,777 $ 6,503,489 Fidelity Investments Magellan Fund 133,016 9,218,011 11,436,688 Fidelity Investments Intermediate Bond Fund 10,575 107,705 110,085 Fidelity Investments U.S. Government Reserves Fund 3,055,630 3,055,630 3,055,630 Fidelity Investments Retirement Growth Fund 15,557 281,072 282,979 Fidelity Investments Blue Chip Fund 28,013 859,465 861,966 Fidelity Investments Asset Manager Fund 7,807 116,817 123,735 Fidelity Investments Equity Income II Fund 22,937 463,921 491,545 Various Participants Notes Interest Rates: 6%/10% 917,270 ----------- $23,783,387 ===========
(10) 14 SCHEDULE III Item 27b of IRS Form 5500
ITEM 27b NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS DECEMBER 31, 1995 a b c d e f g h - - - - - - - - Unpaid Amount Received during Balance Identity and Address Original Reporting Year at the End Detail Description Amount Overdue of Obligor Loan Amount Principal Interest of Year of Loan Principal Interest - ------------------------- ------------ --------- ----------- ----------- ---------------------------- --------- -------- Robert Hinton $ 6,000 $ 355 $ 91 $ 5,645 Interest Rate: 10% $ 5,645 $169 SSN ###-##-#### Loan Date: 7/7/95 1945 E.Frontier Lane Term: 3 Years Olathe, KS 66062 Collateral: 50% borrower's vested account balance Reason: Termination of Employment Daniel Lee $13,000 $2,133 $877 $10,867 Interest Rate: 9.5% $10,867 $194 SSN ###-##-#### Loan Date: 12/6/94 116 Marview Way Term: 4 Years San Francisco, CA 94131 Collateral: 50% borrower's vested account balance Reason: Termination of Employment
(11) 15 SCHEDULE V Item 27d of IRS Form 5500 ITEM 27d NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
a b c d e f g h i - - - - - - - - - Current Expenses Value of Identity of Total Total Incurred Cost Assets on Party Description Number Number Amount of Amount Lease with of Transaction Net Gain Involved of Assets of Purchases of Sales Purchases of Sales Rental Transaction Assets Date (Loss) - ----------- -------------- ------------ -------- ----------- ---------- ------ ----------- ---------- ----------- -------- Fidelity Puritan 183 $2,038,294 $2,038,294 $2,038,294 129 $1,511,549 N/A $0 1,425,393 $1,511,549 $ 86,156 Fidelity Magellan 189 3,100,231 3,100,231 3,100,231 121 1,722,912 N/A 0 1,441,190 1,722,912 281,722 Fidelity U.S. Government 158 1,662,240 1,662,240 1,662,240 Reserves 144 1,598,322 N/A 0 1,598,322 1,598,322 0 Fidelity Blue Chip 111 921,777 921,777 921,777 31 63,934 N/A 0 62,312 63,934 1,622
(12) 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date November 27, 1996 NELLCOR PURITAN BENNETT VOLUNTARY INVESTMENT PLUS (VIP) PLAN By: /s/ LAUREEN DeBUONO ----------------------------------- Title: Authorized Signatory for Plan -------------------------------- 17 EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 23 Consent of Price Waterhouse LLP
EX-23.1 2 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Nellcor Puritan Bennett Incorporated of our report dated July 31, 1996 which appears on page 47 of the 1996 Annual Report to Shareholders of Nellcor Puritan Bennett Incorporated, which is incorporated by reference in the Nellcor Puritan Bennett Incorporated Annual Report on Form 10-K for the year ended July 7, 1996. We also consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated July 23, 1996 appearing on page 1 of the Annual Report of the Nellcor Puritan Bennett Voluntary Investment Plus (VIP) Plan on Form 11-K for the year ended December 31, 1995. PRICE WATERHOUSE LLP San Jose, California November 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----