SC 14D9/A

 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                               SCHEDULE 14D-9/A
 
                     SOLICITATION/RECOMMENDATION STATEMENT
                      PURSUANT TO SECTION 14(D)(4) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                                Amendment No. 1

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                                NELLCOR PURITAN
                              BENNETT INCORPORATED
                           (NAME OF SUBJECT COMPANY)
 
                                NELLCOR PURITAN
                              BENNETT INCORPORATED
                      (NAME OF PERSON(S) FILING STATEMENT)
 
                    COMMON STOCK, PAR VALUE $.00L PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
 
                                  640275 10 3
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                             C. RAYMOND LARKIN, JR.
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              4280 HACIENDA DRIVE
                          PLEASANTON, CALIFORNIA 94588
                                 (510) 463-4000
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
    NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT).
 
                                With a Copy to:
 
                          ROBERT M. MATTSON, JR., ESQ.
                            MORRISON & FOERSTER LLP
                     19900 MACARTHUR BOULEVARD, 12TH FLOOR
                            IRVINE, CALIFORNIA 92612
                                 (714) 251-7500
 
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This Amendment No.1 amends and supplements the Solicitation/Recommendation 
Statement on Schedule 14D-9 filed on July 29, 1997 (as amended, the "Schedule 
14D-9"), relating to the offer of NPB Acquisition Corp., a Delaware corporation 
("Merger Sub") and wholly-owned subsidiary of Mallinckrodt Inc., a New York 
corporation ("Purchaser"), to purchase all of the outstanding shares of Common
Stock, par value $.001 per share, of Nellcor Puritan Bennett Incorporated, a 
Delaware corporation (the "Company"), including the associated rights to 
purchase Series A Junior Participating Preferred Stock (the "Rights" and, 
together with such shares of Common Stock, the "Shares") at a purchase price of 
$28.50 per Share, net to the seller in cash, upon the terms and conditions set 
forth in the Offer to Purchase dated July 29, 1997, and as amended from time to 
time.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
 
  (a) No transactions in the Shares have been effected during the past 60 days
by the Company or, to the best of the Company's knowledge, by any executive
officer, director, affiliate or subsidiary of the Company, except that (i) on
July 15, 1997 Boudewijn Bollen, an Executive Vice President of the Company,
exercised options to purchase 6,000 shares of Common Stock in connection with a
loan from the Company of approximately $93,000, which loan is secured by such
shares, (ii) on July 7, 1997 each of the Company's non-employee directors
(Messrs. Dole, Glaser, Grafton, Hammond, McDonnell, Van Bronkhorst and Morton
and Dr. Lavizzo-Mourey) received the automatic annual grant of an option to
purchase 10,000 shares under the Company's 1988 Stock Option Plan for Non-
Employee Directors (the "Directors' Plan") and (iii) on July 15, 1997 Burton
Dole, Jr. transferred without consideration 30,824 shares of Common Stock to 
certain family members (or trusts for their benefit).
 
  (b) To the best of the Company's knowledge, except for Shares the sale of
which may trigger liability for the holder(s) under Section 16(b) of the
Securities Exchange Act of 1934, each executive officer, director and
affiliate of the Company currently intends to tender all Shares to the
Purchaser over which he or she has sole dispositive power as of the expiration
date of the Offer.
 
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 


 EXHIBIT NO.
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  Exhibit 1  Agreement and Plan of Merger, dated as of July 23, 1997, by and
             among Nellcor Puritan Bennett Incorporated, Mallinckrodt Inc. and
             NPB Acquisition Corp.+
  Exhibit 2  Press Release dated July 23, 1997.*+
  Exhibit 3  Form of Letter to Stockholders, dated July 29, 1997.*+
  Exhibit 4  Form of Letter to Stockholders, dated August 4, 1997.**


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*  Included in the Schedule 14D-9 mailed to the Company's stockholders.
** Material to the Company's stockholders on August 5, 1997.
+  Previously filed. 
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                                   SIGNATURE
 
  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
 
Dated: August 5, 1997.
 
                                                    /s/ Laureen DeBuono
                                          By:__________________________________
                                                      Laureen DeBuono
                                              Executive Vice President, Human
                                              Resources, General Counsel and
                                                         Secretary
 
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EX-4

                                                                  EXHIBIT 4
 
                                                    August 4, 1997
 
Dear Stockholder:
 
  By now you should have received the Offer to Purchase dated July 29, 1997
relating to the offer (the "Offer") of NPB Acquisition Corp., a Delaware
corporation ("Merger Sub") and wholly-owned subsidiary of Mallinckrodt Inc., a
New York corporation ("Purchaser"), to purchase all of the outstanding shares
of Common Stock, par value $.001 per share, of Nellcor Puritan Bennett
Incorporated, a Delaware corporation (the "Company"), including the associated
rights to purchase Series A Junior Participating Preferred Stock at a purchase
price of $28.50 per share, net to the seller in cash, upon the terms and
conditions set forth in such Offer to Purchase as amended from time to time.
You should have also received related materials including a Letter of
Transmittal for use in tendering your shares and a copy of the Company's
Solicitation/Recommendation Statement of Schedule 14D-9.
 
  As set forth in the Offer to Purchase, any questions or requests for
assistance, or for additional copies of the Offer to Purchase and the Letter
of Transmittal, should not be directed to the Company. Instead, please address
all such question and requests directly to the Information Agent or the Dealer
Managers at the following telephone numbers and locations: Georgeson & Company
Inc., Wall Street Plaza, New York, New York 10005, telephone (banks and
brokers) (212) 440-9800, (all others) (800) 223-2064; and Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, telephone (800) 323-5678.
 
  Please note that the Offer is currently scheduled to expire at 12:00 O'CLOCK
MIDNIGHT NEW YORK CITY TIME ON MONDAY, AUGUST 25, 1997 unless the Offer is
extended as set forth in the Offer to Purchase, not on Tuesday, August 26th as
stated in the transmittal letter accompanying the Company's Schedule 14D-9.
 
                                          Nellcor Puritan Bennett Incorporated
 
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