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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PURITAN-BENNETT CORPORATION
(Name of Subject Company)
PURITAN-BENNETT CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
746299106
(CUSIP number of Class of Securities)
BURTON A. DOLE, JR.,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURITAN-BENNETT CORPORATION
9401 INDIAN CREEK PARKWAY, P.O. BOX 25905
OVERLAND PARK, KANSAS 66225-5905
(913) 661-0444
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
COPIES TO:
DANIEL C. WEARY, ESQ. PETER D. LYONS, ESQ.
BLACKWELL SANDERS SHEARMAN & STERLING
MATHENY WEARY & LOMBARDI L.C. 599 LEXINGTON AVENUE
TWO PERSHING SQUARE NEW YORK, NEW YORK 10022
2300 MAIN STREET - SUITE 1100 (212) 848-4000
KANSAS CITY, MISSOURI 64108
(816) 274-6800
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This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated November 7, 1994
(as amended, the "Schedule 14D-9"), filed by Puritan-Bennett Corporation, a
Delaware corporation (the "Company"), relating to the tender offer disclosed in
the Tender Offer Statement on Schedule 14D-1, dated October 25, 1994 (as
amended, the "Schedule 14D-1"), of PB Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Thermo Electron
Corporation, a Delaware corporation ("Thermo Electron"), to purchase all of the
outstanding Shares upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated October 25, 1994, and the related Letter of
Transmittal (together, the "Offer"). Capitalized terms used and not defined
herein shall have the meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The section of Item 8 entitled "Stockholder Litigation" is hereby
amended and supplemented by deleting the final sentence thereof and inserting
in its place the following:
On December 6, 1994, the Chancery Court issued a letter opinion setting
forth its determination not to schedule a hearing on plaintiffs' motion for a
preliminary injunction. A copy of the letter opinion is attached hereto as
Exhibit 26 and is incorporated herein by reference. On December 7, 1994, the
Company issued a press release regarding the letter opinion. A copy of the
press release is attached hereto as Exhibit 27.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 26 - December 6, 1994 Letter Opinion of the Court of
Chancery of the State of Delaware-Steiner v.
Puritan-Bennett.
Exhibit 27 - Press Release of the Company, dated December 7,
1994.
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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.
PURITAN-BENNETT CORPORATION
By: /s/ Burton A. Dole, Jr.
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Name: Burton A. Dole, Jr.
Title: Chairman, President and
Chief Executive Officer
Dated: December 7, 1994
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EXHIBIT INDEX
Number Title
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1* Excerpts from the Company's Proxy Statement dated June 10, 1994 for its 1994 Annual
Meeting of Stockholders.
2* Employment Agreement, dated April 25, 1980, between Burton A. Dole, Jr. and the
Company.
3* Supplemental Agreement, dated November 7, 1994, between John H. Morrow and the
Company.
4* Employment Agreement, dated June 9, 1994, between John H. Morrow and the Company.
5* Form of Executive Agreement for Messrs. Doyle, Jones, Rankin and Niles.
6* Form of Severance Agreement.
7* Puritan-Bennett Corporation Change of Control Severance Plan.
8* Form of Additions to Puritan-Bennett Corporation Management Incentive Bonus Plan A,
and Management Incentive Bonus Plan B.
9* Form of First Amendment to the Restated Puritan-Bennett Deferred Compensation Plan.
10* Form of First Amendment to the Puritan-Bennett Supplemental Retirement Benefit Plan.
11* Form of Third Amendment to the Puritan-Bennett Supplemental Retirement Benefit Plan.
12* Form of First Amendment to the Puritan-Bennett Corporation Pension Benefit Make Up
Plan.
13* Form of Addition to the Company's 1988 Stock Benefit Plan.
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*Previously Filed
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Number Title
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14* Amendment to the Restated Puritan-Bennett Savings & Stock Ownership Plan.
15* Form of Amendment to the Puritan-Bennett Corporation Directors Post-Retirement
Income Plan.
16* SERP Agreement between Burton A. Dole, Jr. and the Company.
17* SERP Agreement between John H. Morrow and the Company.
18* Form of First Amendment to the Trust Agreement for the Restated Puritan-Bennett
Deferred Compensation Plan.
19* Form of Trust Agreement for the Puritan-Bennett Supplemental Retirement Benefit
Plan.
20* Form of Trust Agreement for the Puritan-Bennett Corporation Pension Benefit Make Up
Plan.
21* Form of Trust Agreement for the Puritan-Bennett Corporation Directors Post-
Retirement Income Plan.
22* Letter to Stockholders of the Company.
23* Press Release of the Company, dated November 7, 1994.
24* Opinion of Smith Barney Inc., dated November 6, 1994.
25* Press Release of the Company, dated November 21, 1994.
26 December 6, 1994 Letter Opinion of the Court of Chancery of the State of Delaware-Steiner
v. Puritan-Bennett.
27 Press Release of the Company, dated December 7, 1994.
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* Previously Filed