-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZkZVc9YyTA4nUVrVuBtbTZKZajSocbkILCUzGflTKK0z0NydKgl6Nvz21/VeC2JF +01RyeUvaHqZIy6f/OxpOA== 0000922423-95-000011.txt : 19950608 0000922423-95-000011.hdr.sgml : 19950608 ACCESSION NUMBER: 0000922423-95-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950127 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURITAN BENNETT CORP CENTRAL INDEX KEY: 0000081199 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 440399150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11018 FILM NUMBER: 95503541 BUSINESS ADDRESS: STREET 1: 9401 INDIAN CREEK PKWY BLDG 40 STE 300 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 913-338-7410 MAIL ADDRESS: STREET 1: 9401 INDIAN CREEK PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKSTEIN PARTNERS INC CENTRAL INDEX KEY: 0000922415 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133537972 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 PURITAN-BENNETT 13D FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) January 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: /x/ Page 1 of 19 pages Exhibit Index appears on page 14 SCHEDULE 13D CUSIP No. 746299106 Page 2 of 19 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 452,500 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 452,500 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,500 (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) 3.6% (See Item 5) 14) TYPE OF REPORTING PERSON PN PAGE SCHEDULE 13D CUSIP No. 746299106 Page 3 of 19 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 10,000 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 10,000 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 (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% (See Item 5) 14) TYPE OF REPORTING PERSON PN PAGE SCHEDULE 13D CUSIP No. 746299106 Page 4 of 19 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 210,200 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 210,200 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,200 (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) 1.7% (See Item 5) 14) TYPE OF REPORTING PERSON CO PAGE SCHEDULE 13D CUSIP No. 746299106 Page 5 of 19 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 462,500 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 462,500 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,500 (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) 3.7% (See Item 5) 14) TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 746299106 Page 6 of 19 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 672,700 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 672,700 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 672,700 (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) 5.4% (See Item 5) 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 746299106 Page 7 of 19 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 672,700 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 672,700 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 672,700 (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) 5.4% (See Item 5) 14) TYPE OF REPORTING PERSON IN PAGE Schedule 13D Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $1.00 par value (the "Common Stock"), of Puritan-Bennett Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 9401 Indian Creek Parkway, Suite 300, Overland Park, Kansas 66225. Item 2. Identity and Background. (a) - (c) This Statement is being filed by Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"), Dickstein International Limited ("Dickstein International"), Dickstein Partners, L.P. ("Dickstein Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark Dickstein. Dickstein & Co., Dickstein Focus, Dickstein International, Dickstein Partners, Dickstein Inc. and Mark Dickstein are collectively referred to as the "Reporting Persons." Dickstein & Co. is a Delaware limited partnership engaged in certain investment activities, including, but not limited to, (i) the purchase of marketable and non-marketable securities and other obligations of bankrupt or near bankrupt companies, (ii) risk-arbitrage transactions undertaken in connection with, among other things, mergers and acquisitions and (iii) the purchase of securities in entities which appear to be undervalued. Dickstein Focus is a Delaware limited partnership which engages in certain investment activities similar in nature to the activities engaged in by Dickstein & Co. Dickstein International is a limited-liability, open-end investment fund incorporated as an international business company in the Territory of the British Virgin Islands. Dickstein International engages in certain investment activities similar in nature to the activities engaged in by Dickstein & Co. Dickstein Partners is a Delaware limited partnership and the general partner of Dickstein & Co. and Dickstein Focus and makes all investment and trading decisions for Dickstein & Co. and Dickstein Focus. Dickstein Inc. is a Delaware corporation and is the general partner of Dickstein Partners and the advisor to Dickstein International. In its capacity as advisor, Dickstein Inc. makes all investment and trading decisions for Dickstein International. Mark Dickstein is the president and sole director of Dickstein Inc. 8 The business address and the address of the principal executive office of each of Dickstein & Co., Dickstein Focus, Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New York, New York 10019. The business address and the address of the principal executive office of Dickstein International is 129 Front Street, Hamilton HM 12, Bermuda. The business address of Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New York, New York 10019. The name, business address and present principal occupation or employment of each of the executive officers and directors of Dickstein Inc., including Mark Dickstein, are set forth on Schedule I annexed hereto, which is incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Each natural person identified in this Item 2 is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The shares of Common Stock reported to be owned by Dickstein & Co., Dickstein Focus and Dickstein International were acquired in the open market. Giving effect to certain sales of the Common Stock made by each such entity, the total cost of the reported shares by Dickstein & Co., Dickstein Focus and Dickstein International was $10,231,103, 210,025 and $4,637,866, respectively. Such costs were funded out of working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4. Purpose of Transaction. The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this statement relates for investment. However, the Reporting Persons support the shareholder proposal of Kenneth Steiner submitted for inclusion in the Company's proxy statement for its 1995 annual meeting which recommends that the Board of Directors of the Company immediately commence an auction process to sell the Company to the highest qualified bidder, subject to a minimum bid of $24.50 9 per share in cash. The Reporting Persons have agreed to reimburse Kenneth Steiner for expenses incurred by him in connection with making the foregoing shareholder proposal. Although no course of action has presently been decided upon, the Reporting Persons may seek the election of their own nominees to the Board of Directors of the Company through a proxy contest at the Company's 1995 annual meeting unless before the nomination deadline for the meeting (anticipated by the Reporting Persons to be in early April, 1995), the Company has entered into a definitive agreement to sell the Company. A copy of a press release with respect to the Reporting Persons' support of Mr. Steiner's proposal is annexed to this Schedule 13D as Exhibit 2. The Reporting Persons may take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons beneficially own an aggregate of 672,700 shares of Common Stock, representing approximately 5.4% of the Common Stock outstanding. Dickstein & Co. owns 452,500 of such shares, representing approximately 3.6% of the Common Stock outstanding, Dickstein Focus owns 10,000 of such shares, representing approximately .1% of the Common Stock outstanding and Dickstein International beneficially owns 210,200 of such shares, representing approximately 1.7% of the Common Stock outstanding.(1) (b) By reason of its position as general partner of Dickstein & Co. and Dickstein Focus, Dickstein Partners may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Dickstein & Co and Dickstein Focus. By reason of its position as general partner of Dickstein Partners and advisor to Dickstein International, Dickstein Inc. may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein Focus and Dickstein International. By reason of his position as president and sole director of Dickstein Inc., Mark Dickstein may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein Focus and Dickstein International. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, (i) Dickstein & Co. disclaims beneficial ownership of all shares of Common Stock beneficially owned by Dickstein 10 International and Dickstein Focus, (ii) Dickstein Focus disclaims beneficial ownership of all shares of Common Stock beneficially owned by Dickstein & Co. and Dickstein International, (iii) Dickstein International disclaims beneficial ownership of all shares of Common Stock beneficially owned by Dickstein & Co. and Dickstein Focus (iv) each of Dickstein Partners, Dickstein Inc. and Mark Dickstein disclaims beneficial ownership of the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein Focus and Dickstein International, except to the extent of their actual economic interests. (1) Percentages are based upon 12,556,811 shares of Common Stock reported outstanding as of December 9, 1994 in the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 1994. (c) Except for the purchases set forth on Schedule II annexed hereto, none of the persons identified in Item 2 has effected any transactions in the Common Stock during the past 60 days. All such purchases were effected in the open market. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934, as amended. Exhibit 2 Press Release, dated December 28, 1994. 11 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: January 27, 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 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 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 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 12 DICKSTEIN PARTNERS INC. By: Alan Cooper, as Vice President /s/ Alan Cooper Name: Alan Cooper /s/ Mark Dickstein Mark Dickstein 13 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 1 Agreement of joint filing pursuant to 17 Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934, as amended 2 Press Release, dated December 28, 1994. 19 14 SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS The name and present principal occupation or employment of each of the executive officers and directors of Dickstein Inc. and Calibre are set forth below. The principal business address of each of the sole director and the officers of Dickstein Inc. named below is c/o Dickstein Partners, Inc., 9 West 57th St., New York, New York 10019. Dickstein Partners Inc. Name and Present Principal Positions Held Occupation or Employment Mark Dickstein President and Sole Director of Dickstein Inc. President and Sole Director Todd Black Vice President of Dickstein Inc. Vice President David Brail Vice President of Dickstein Inc. Vice President Mark Brodsky Vice President of Dickstein Inc. Vice President Alan S. Cooper Vice President and General Counsel of Vice President and Dickstein Inc. General Counsel Steven Cornick Vice President of Dickstein Inc. Vice President Edward Farr Vice President of Dickstein Inc. Vice President Samuel Katz Vice President of Dickstein Inc. Vice President Mark Kaufman Vice President of Dickstein Inc. Vice President Arthur Wrubel Vice President of Dickstein Inc. Vice President 15 SCHEDULE II TRANSACTIONS IN COMMON STOCK OF PURITAN-BENNETT CORPORATION DURING THE PRECEDING 60 DAYS Shares Purchased by Dickstein & Co., L.P. Number of Shares Price per Total Date Purchased share Commission Cost 11/28/94 89,000 $ 20.849 $ 25.00 $ 1,855,586.00 11/28/94 22,000 20.500 25.00 451,025.00 12/6/94 7,500 19.500 25.00 146,275.00 1/16/95 15,000 20.625 25.00 309,400.00 1/17/95 15,500 20.625 25.00 319,712.50 1/18/95 3,500 20.750 25.00 72,650.00 1/20/95 3,500 20.750 25.00 72,650.00 1/23/95 7,000 20.375 25.00 142,650.00 1/25/95 2,500 21.000 25.00 52,525.00 Shares Purchased by Dickstein International, Ltd. Number of Shares Price per Total Date Purchased share Commission Cost 11/28/94 31,000 $ 20.849 $ 25.00 $ 646,344.00 11/28/94 8,000 20.500 25.00 164,025.00 12/6/94 2,500 19.500 25.00 48,775.00 1/12/95 44,000 20.375 25.00 896,525.00 1/16/95 10,000 20.625 25.00 206,275.00 1/17/95 7,000 20.625 25.00 144,400.00 1/18/95 1,500 20.750 25.00 31,150.00 1/20/95 1,500 20.750 25.00 31,150.00 1/23/95 3,000 20.375 25.00 61,150.00 1/25/95 2,400 21.000 25.00 50,425.00 Shares Purchased by Dickstein Focus Fund L.P Number of Shares Price per Total Date Purchased share Commission Cost 1/25/95 10,000 $ 21.000 $ 25.00 $ 210,025 16 EX-1 2 EXHIBIT 1 AGREEMENT OF JOINT FILING EXHIBIT 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 27, 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 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 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 17 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 Mark Dickstein 18 EX-2 3 EXHIBIT 2 10:22 PURITAN-BENNETT SHAREHOLDER PROPOSES SALE OF COMPANY NEW YORK, Dec. 28 /PRNewsire/ -- Kenneth Steiner today announced he has filed with the Secretary of Puritan-Bennett Corporation (Nasdaq-NNM: PBEN), for inclusion in the company's proxy statement for its 1995 annual meeting, the following shareholder proposal calling for a sale of the Company. "RESOLVED, that the stockholders of Puritan-Bennett Corporation (the "Company") recommend that the Board of Directors of the Company immediately commence an auction process to sell the Company to the highest qualified bidder, subject to a minimum bid of $24.50 in cash per share, and that the Board of Directors report to stockholders periodically on the progress of the sale process." Mr. Steiner's proposal is supported by Dickstein Partners Inc., which has agreed to reimburse Mr. Steiner for his expenses. In a related development, Dickstein Partners indicated that it is seriously contemplating nominating a slate of directors for election to the Puritan-Bennett board unless before the nomination deadline Puritan-Bennett has entered into a definitive agreement to sell the company. Dickstein Partners is a New York- based investment firm. 19 -----END PRIVACY-ENHANCED MESSAGE-----