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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. 2
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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.2 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 3. IDENTITY AND BACKGROUND
Item 3(b) is hereby amended and supplemented by adding thereto the
following:
Executive Severance Amendments
On August 8, 1997, the Company and Purchaser entered into letter
agreements with all of the executive officers of the Company (excluding Mr.
Larkin) concerning the operation and interpretation of the officers' existing
Severance Agreements with the Company after the Merger. Pursuant to the letter
agreements with Laureen DeBuono and Michael Downey, the existing Severance
Agreements between the Company and those two executive officers will be amended,
as of the Effective Time of the Merger, to provide that in the event either
executive terminates employment for any reason at any time after the
consummation of the Merger and within twenty-four months of the completion of
the Offer, such termination shall be deemed to be for "Good Reason," as defined
in the Severance Agreement and the executive will be entitled to all benefits
arising under the Severance Agreement upon a termination for Good Reason
following a Change in Control (as defined in the Severance Agreement). Pursuant
to the letter agreements with each of Boudewijn Bollen, David Illingworth,
Kenneth Summer, David Swedlow and Russell Hays, the existing Severance
Agreements between the Company and those executive officers will be amended, as
of the Effective Time of the Merger, to provide that (1) if the executive
remains employed until December 31, 1997, in the event the executive terminates
his employment for any reason thereafter through June 30, 1998, such termination
shall be deemed for "Good Reason" and the executive will be entitled to all
benefits arising under
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the Severance Agreement upon a termination for Good Reason following a Change in
Control, (2) if the executive remains employed on July 1, 1998, he will be
entitled to receive a payment equal in amount to the severance pay provided in
the Severance Agreement upon a termination for Good Reason, and his existing
Severance Agreement will be terminated as of that date, and (3) the executive
officers will not be entitled to terminate employment under the Severance
Agreement for "Good Reason" prior to December 31, 1997 solely because of a
change in status, title, position or responsibilities that do not constitute a
significant adverse change in the executive's responsibilities. The Company and
Purchaser have also agreed with each of Messrs. Bollen, Illingworth, Sumner,
Swedlow and Hays that upon termination of employment by the Company without
cause during the period from July 1, 1998 through June 30, 2000 (the
"Continuation Period"), the executive will be entitled to a continuation of his
then-existing life insurance, disability, medical, dental and hospitalization
benefits during the Continuation Period and outplacement and career counseling
services.
ITEM 9. MATERIAL TO FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit No.
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Exhibit 4 Form of letter agreement between the Company, the
Purchaser and each of Mr. Downey and Ms. DeBuono.
Exhibit 5 Form of letter agreement between the Company, the
Purchaser and each of Messrs. Bollen, Illingworth,
Sumner, Swedlow and Hays.
Exhibit 6 Form of letter agreement between the Company, the
Purchaser and each of Messrs. Bollen, Illingworth,
Sumner, Swedlow and Hays.
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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 18, 1997.
/s/ Edward Lopez
By:__________________________________
Edward Lopez, Esq.
Assistant Secretary
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