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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 29, 1997
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Date of Report
BAXTER INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of other jurisdiction of incorporation)
1-4448 36-0781620
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(Commission file number) (IRS Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 948-2000
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(Page 1 of 67 pages)
Item 5. Other Events.
The registrant hereby files amended exhibits and amended undertakings to
Part II of its presently-effective debt securities shelf registration
statement on Form S-3 (SEC File No. 333-19025) (the "registration statement").
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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.
BAXTER INTERNATIONAL INC.
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(Registrant)
By: /s/ A. GERARD SIECK
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A. Gerard Sieck
Secretary
Date: January 29, 1997
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PART II
ITEM 16. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit
Index and are incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated
by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions referred to in Item 15 of the registration statement,
or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.
(6) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424 or 497 under the Securities Act
shall be deemed to be part of this registration statement as of
the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement, or amendment thereto, to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of West
Deerfield, Illinois, on the 29 day of January, 1997.
BAXTER INTERNATIONAL INC.
By: /s/ Vernon R. Loucks Jr.
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Vernon R. Loucks Jr.
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed below by the
following persons in the capacities indicated on the 29 day of January,
1997.
(i) Principal Executive Officer (iv) A Majority of the Board of Directors
/s/ Vernon R. Loucks Jr.
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Vernon R. Loucks Jr.
Chairman, Chief Executive Pei-yuan Chia
Officer and a Director John W. Colloton
Susan Crown
Mary Johnston Evans
Frank R. Frame
(ii) Principal Financial Officer: Martha R. Ingram
Harry M. Jansen Kraemer, Jr.
/s/ Harry M. Kraemer, Jr. Arnold J. Levine, Ph.D.
------------------------------- Georges C. St. Laurent, Jr.
Harry M. Jansen Kraemer, Jr. Monroe E. Trout, M.D.
Senior Vice President and Reed V. Tuckson, M.D.
Chief Financial Officer Fred L. Turner
and a Director
(iii) Principal Accounting Officer:
/s/ Brian P. Anderson By: /s/ Vernon R. Loucks Jr.
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Brian P. Anderson Vernon R. Loucks Jr.
Controller Director and Attorney-in Fact
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION OF DOCUMENT NUMBER*
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1.1 Form of Underwriting Agreement
4.1** Amended and Restated Indenture, dated as of November 15,
1985, between the Company and First Trust National
Association (formerly Continental Bank, National
Association) as trustee ("Trustee"), filed as Exhibit 4.1
to the Shelf.
4.1A** First Supplemental Indenture, dated as of May 18, 1988,
between the Company and Trustee, filed as Exhibit 4.1A
to the Shelf.
4.1B Form of Supplemental Indenture dated January 29, 1997
between the Company and the Trustee.
4.2** Form of Debenture with optional sinking fund and
redemption provisions, filed as Exhibit 4.2 to the
Company's registration statement on Form S-3
(No. 33-1665) (the "Form S-3").
4.3** Form of Note with optional redemption provisions, filed
as Exhibit 4.3 to the Form S-3.
4.4** Form of Deep Discount Note or Debenture, filed as
Exhibit 4.4 to the Form S-3.
4.5** Form of Zero Coupon Note of Debenture, filed as
Exhibit 4.5 to the Form S-3.
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* Contained only in the manually signed original,
filed with the Securities and Exchange Commission.
** Previously Filed.
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION OF DOCUMENT NUMBER*
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4.6** Form of Extendible Note, filed as Exhibit 4.6 to
the Form S-3.
4.7** Form of Floating Rate Note, filed as Exhibit 4.7 to
the Form S-3.
4.8** Form of Medium-Term Note, filed as Exhibit 4.9 to
the Form S-3.
5.** Opinion and consent of J. Patrick Fitzsimmons.
12.1** Statements re computation of ratios filed as Exhibit 12
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (filed 1-4448).
23.1** Consent of Price Waterhouse LLP.
23.2** Awareness Letter of Price Waterhouse LLP.
23.3** Consent of J. Patrick Fitzsimmons
(included in Exhibit 5)
24.** Powers of Attorney.
25. Statement of Eligibility and Qualification of the Trustee
under the Trust Indenture Act of 1939 on Form T-1.
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* Contained only in the manually signed original,
filed with the Securities and Exchange Commission.
** Previously Filed.