-----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, MTwLFZZC9BkTr/d2PVFMJLMg5+/Kcg5OukKwv2bJce+XUZXKZCCiCeFDt/2B2URa ymBI19iyekeNcJkVF0lRgA== 0000950123-94-001747.txt : 19941103 0000950123-94-001747.hdr.sgml : 19941103 ACCESSION NUMBER: 0000950123-94-001747 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941027 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941028 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURITAN BENNETT CORP CENTRAL INDEX KEY: 0000081199 STANDARD INDUSTRIAL CLASSIFICATION: 3842 IRS NUMBER: 440399150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03717 FILM NUMBER: 94555883 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 8-K 1 PURITAN-BENNETT CORPORATION FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 1994 PURITAN-BENNETT CORPORATION - - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE - - ------------------------------------------------------------------------------ (State or other jurisdiction of incorporation) 0-3717 44-0399150 - - ---------------------------------- -------------------------------------- Commission File Number (IRS Employer Identification No.) 9401 Indian Creek Parkway, P.O. Box 25905, Overland Park, Kansas 66225-5905 - - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (913) 661-0444 ----------------------------- Registrant's Telephone Number 2 2 ITEM 5. Other Events. ------------ Information concerning the Common Stock Purchase Rights of Puritan-Bennett Corporation, a Delaware corporation (the "Company"), is contained in the Company's Registration Statement on Form 8-A dated May 15, 1989 (the "Form 8-A"), and is incorporated herein by reference. All capitalized terms not otherwise defined herein have the meanings assigned in the Form 8-A. Pursuant to an Amendment Agreement, dated October 27, 1994 (the "Amendment"), between the Company and UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City, N.A.), as Rights Agent (the "Rights Agent"), the Rights Agreement dated as of May 2, 1989 between the Company and the Rights Agent (as amended, the "Rights Agreement") has been amended to provide that the Distribution Date shall be the earlier of (i) the Stock Acquisition Date or (ii) the close of business on such day, as may, from time to time, be designated by the Board of Directors (acting in its sole discretion), that is after the tenth business day after the date that a tender or exchange offer to purchase at least 20% of the Company's Common Stock is commenced by any Person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any of its subsidiaries, or any Person organized, appointed, or established by the Company or any subsidiary of the Company for or pursuant to the terms of any such plan). The full text of the Amendment is filed as Exhibit 4.1 hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to such Exhibit. A copy of a press release of the Company issued on October 27, 1994, regarding the amendment of the Rights Agreement, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 3 3
ITEM 7. Financial Statements and Exhibits --------------------------------- (c) The following exhibits are filed as part of this Report on Form 8-K: 4.1 Amendment Agreement, dated as of October 27, 1994, between Puritan-Bennett Corporation and UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City, N.A). 99.1 Press Release issued by the Company on October 27, 1994.
4 4 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, thereunto duly authorized. Dated: October 28, 1994 PURITAN-BENNETT CORPORATION By: /s/ Burton A. Dole, Jr. ----------------------------------- Name: Burton A. Dole, Jr. Title: President 5 EXHIBIT INDEX
Number Description Page Number - - ------ ----------- ----------- 4.1 Amendment Agreement, dated as of October 27, 1994, between Puritan-Bennett Corporation and UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City, N.A). 99.1 Press release issued by the Company on October 27, 1994.
EX-4.1 2 AMENDMENT AGREEMENT, DATED OCTOBER 27, 1994 1 Exhibit 4.1 2 CONFORMED COPY AMENDMENT AGREEMENT ------------------- Amendment Agreement, dated as of October 27, 1994, between Puritan-Bennett Corporation, a Delaware corporation (the "Company"), and UMB Bank, N.A. WHEREAS, the Company and the Rights Agent have heretofore executed and entered into a Rights Agreement, dated as of May 2, 1989 (the "Rights Agreement"), setting forth the terms of Common Stock Purchase Rights of the Company (the "Rights"). WHEREAS, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement pursuant to the provisions of Section 27 of the Rights Agreement; and WHEREAS, all acts and things necessary to make this Amendment Agreement a valid, legal and binding instrument of the Company and the Rights Agent have been duly done, performed and fulfilled, and the execution and delivery hereof by each of the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent, respectively: NOW, THEREFORE, the Company and the Rights Agent hereby agree as follows: 1. Pursuant to Section 27 of the Rights Agreement, Section 3(a) of the Rights Agreement is hereby modified and amended to read in its entirety as set forth in Annex A. 2. This Amendment Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. 3. In all respects not inconsistent with the terms and provisions of this Amendment Agreement, the Rights Agreement is hereby ratified and confirmed. In executing and delivering this Amendment Agreement, the Rights Agent shall be entitled to all of the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. 3 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be fully executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PURITAN-BENNETT CORPORATION By: /s/ Burton A. Dole, Jr. ----------------------------- Name: Burton A. Dole, Jr. Title: President By: /s/ Daniel C. Weary ------------------------------------- Name: Daniel C. Weary Title: Secretary and General Counsel UMB BANK, N.A. By: /s/ Nancy L. Hoffman ----------------------------- Name: Nancy L. Hoffman Title: Vice President By: /s/ R. William Blomker ------------------------------ Name: R. William Blomker Title: Assistant Secretary 4 Annex A ------- (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the close of business on such day, as may, from time to time, be designated by the Board of Directors (acting in its sole discretion), that is after the tenth business day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any Person organized, appointed or established by the Company or any subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, (the earlier of subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock (which certificates for the Common Stock shall be deemed also to be Rights Certificates) and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit A attached hereto, evidencing one Right for each share of the Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. EX-99.1 3 PRESS RELEASE, ISSUED OCTOBER 27, 1994 1 Exhibit 99.1 2 NEWS FOR RELEASE IMMEDIATELY OCTOBER 27, 1994 Investor Relations Contact: Lee Robbins (913) 661-0444, x 512 Media Contact: Greg Miller (212) 880-5306 PURITAN-BENNETT BOARD APPROVES AMENDMENT TO RIGHTS PLAN SO THAT RIGHTS DO NOT TRADE SEPARATELY Overland Park, KS - Puritan-Bennett Corporation (PBEN:NASDAQ) announced at a meeting held on October 26, 1994, that the Board of Directors approved an amendment to its Common Stock Purchase Rights Plan providing that separate trading of Common Stock Purchase Rights shall not occur until such time as the Board of Directors may, from time to time, determine. If the Board had not acted, the announcement of the tender offer by Thermo Electron to acquire all of the outstanding shares of common stock of Puritan-Bennett for $24.50 per share in cash would have resulted in the issuance of separately traded Rights Certificates. The Common Stock Purchase Rights are currently transferable only with the associated common stock. The Rights Plan was adopted by the Board in May 1989. Burton A. Dole, Jr., Chairman of the Board and Chief Executive Officer of Puritan-Bennett said, "A meeting had been scheduled to consider Thermo Electron's prior unsolicited proposal to acquire Puritan-Bennett for $24.00 per share. The Board had not yet considered Thermo Electron's tender offer but will do so and make a recommendation to stockholders on or before November 7, 1994." Puritan-Bennett is a world leader in products related to respiration. These products are used in multiple health care settings and on aircraft. -----END PRIVACY-ENHANCED MESSAGE-----