10-K/A 1 0001.txt FORM 10-K/A-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to __________ Commission file number 1-4448 [LOGO] Baxter BAXTER INTERNATIONAL INC. -------------------------------------------------------------------------------- (Exact Name of Registrant in Its Charter) Delaware 36-0781620 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) One Baxter Parkway, Deerfield, Illinois 60015 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 847.948.2000 ------------------------------ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Common stock, $1 par value New York Stock Exchange, Inc. Chicago Stock Exchange, Inc. Pacific Exchange, Inc. Preferred Stock Purchase Rights New York Stock Exchange, Inc. (currently traded with common stock) Chicago Stock Exchange, Inc. Pacific Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None _________________________________________________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting common equity held by non- affiliates of the registrant (based on the per share closing sale price of $92.61 on March 1, 2001, and for the purpose of this computation only, the assumption that all registrant's directors and executive officers are affiliates) was approximately $27.3 billion. There is no non-voting common equity held by non-affiliates of the registrant. The number of shares of the registrant's common stock, $1 par value, outstanding as of February 28, 2001, was 295,263,214. Documents Incorporated By Reference Those sections or portions of the registrant's annual report to stockholders for fiscal year ended December 31, 2000 and of the registrant's proxy statement for use in connection with its annual meeting of stockholders to be held on May 1, 2001, described in the cross reference sheet and table of contents attached hereto are incorporated by reference in this report. SIGNATURES Pursuant to the requirements of section 13 or 15(d) 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. By: /s/ Jan Stern Reed ------------------ Jan Stern Reed Corporate Secretary DATE: March 22, 2001 KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harry M. Jansen Kraemer, Jr. and Jan Stern Reed, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments to this Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title --------- ----- /s/ Harry M. Hansen Kraemer, Jr.* Chairman of the Board of Directors and Chief --------------------------------- Executive Officer Harry M. Jansen Kraemer, Jr. (principal executive officer) /s/ Brian P. Anderson* Senior Vice President and Chief Financial --------------------------------- Officer Brian P. Anderson (principal financial officer and principal accounting officer) /s/ Walter E. Boomer* Director --------------------------------- Walter E. Boomer /s/ Pei-yuan Chia* Director --------------------------------- Pei-yuan Chia /s/ John Colloton* Director --------------------------------- John Colloton

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Signature Title --------- ----- /s/ Susan Crown* Director --------------------------------- Susan Crown /s/ Brian D. Finn* Director --------------------------------- Brian D. Finn /s/ Frank R. Frame* Director --------------------------------- Frank R. Frame /s/ Martha R. Ingram* Director --------------------------------- Martha R. Ingram /s/ Arnold J. Levine* Director --------------------------------- Arnold J. Levine /s/ Thomas T. Stallkamp* Director --------------------------------- Thomas T. Stallkamp /s/ Monroe E. Trout, M.D.* Director --------------------------------- Monroe E. Trout, M.D. /s/ Fred L. Turner* Director --------------------------------- Fred L. Turner

* By: /S/ Jan Stern Reed ----------------------- Jan Stern Reed Attorney-in-Fact 3 EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION Number and Description of Exhibit --------------------------------- 3. Certificate of Incorporation and Bylaws 3.1* Restated Certificate of Incorporation, filed as exhibit 3.1 to the company's annual report on Form 10-K for the year ended December 31, 1992, file number 1-4448 (the "1992 Form 10-K"). 3.2* Certificate of Designation of Series A Junior Participating Preferred Stock, filed under the Securities Act of 1933 as Exhibit 4.3 to the company's registration statement on Form S-8 (No. 33-28428). 3.3** Amended and Restated Bylaws dated February 27, 2001. 3.4* Certificate of Designation of Series B Junior Participating Preferred Stock filed as Exhibit 3.4 to the company's annual report on Form 10-K for the year ended December 31, 1988, file number 1-4448 (the "1998 Form 10-K"). 3.5* Certificate of Elimination of Series A Junior Participating Preferred Stock filed under the Securities Act of 1933 as Exhibit 4.1A to the company's registration statement on Form S-3 (No. 333-94889). 4. Instruments defining the rights of security holders, including indentures 4.1* Amended and Restated Indenture dated November 15, 1985 (the "Indenture"), between the company and First Trust N.A. ("First Trust") as successor in interest to Continental Illinois National Bank and Trust Company of Chicago ("Continental"), filed under the Securities Act of 1933 as exhibit 4.1 to the company's registration statement on Form S-3 (No. 33-1665). 4.2* First Supplemental Indenture to the Indenture between the company and First Trust (as successor in interest to Continental), filed under the Securities Act of 1933 as exhibit 4.1(A) to the company's registration statement on Form S-3 (No. 33-6746). 4.3* Supplemental Indenture dated as of January 29, 1997, between the company and First Trust (as successor to Continental), filed under the Securities Act of 1933 as exhibit 4.1B to the company's debt securities shelf registration statement on Form S-3 (No. 333-19025) (the "1997 Shelf"). 4.4* Fiscal and Paying Agency Agreement dated as of November 15, 1984, between the company and Citibank, N.A., as amended, filed as exhibit 4.16 to the company's annual report on Form 10-K for the year ended December 31, 1987, file no. 1-4448 (the "1987 Form 10-K"). 4.5* Specimen 9-1/2% Note, filed as exhibit 4.3(a) to the company's current report on Form 8-K dated June 23, 1988, file no. 1-4448. 4.6* Specimen 9-1/4% Note, filed as exhibit 4.3(a) to the company's current report on Form 8-K dated September 13, 1989, file number 1-4448. 4.7* Specimen 9-1/4% Note, filed as exhibit 4.3(a) to the company's current report on Form 8-K dated December 7, 1989, file number 1-4448. 4.8* Specimen 7.125% Note, filed as exhibit 4.10 to the company's annual report on Form 10-K for the year ended December 31, 1996 (the "1996 Form 10-K"). 4.9* Specimen 7.65% Debenture, filed as exhibit 4.11 to the 1996 Form 10-K. 4.10* Contingent Payment Rights Agreement, filed under the Securities Act of 1933 as exhibit 4.2 to the Company's registration statement on Form S-4 (No. 333-47927). 4.11* Rights Agreement dated as of December 9, 1998, between the company and First Chicago Trust Company of New York, filed as Exhibit 1 to a registration statement on Form 8-A dated February 23, 1999, file No. 1-4448. 10. Material Contracts C 10.1* Form of Indemnification Agreement entered into with directors and officers, filed as exhibit 19.4 to the company's quarterly report on Form 10-Q for the quarter ended September 30, 1986, file no. 1-4448. C 10.2** Baxter International Inc. and Subsidiaries Incentive Investment Excess Plan, effective January 1, 1999. C 10.3* Baxter International Inc. and Subsidiaries Supplemental Pension Plan, filed as exhibit 10.18 to the 1988 Form 10-K. 4 Number and Description of Exhibit --------------------------------- C 10.4* Limited Rights Plan, filed as exhibit 19.6 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1989, file no. 1-4448 (the "September 1989 Form 10-Q"). C 10.5* Amendments to various plans regarding disability, filed as exhibit 19.9 to the September 1989 Form 10-Q. C 10.6* 1987 Incentive Compensation Program, filed as exhibit C to the company's proxy statement for use in connection with its May 13, 1987, annual meeting of stockholders, file no. 1-4448. C 10.7* Amendment to 1987 Incentive Compensation Program, filed as exhibit 19.1 to September, 1989 Form 10-Q, file No. 1-4448. C 10.8* Restricted Stock Grant Terms and Conditions, filed as exhibit 10.25 to the company's annual report on Form 10-K for the year ended December 31, 1991, file number 1-4448 (the "1991 Form 10-K"). C 10.9* Deferred Compensation Plan, amended and restated effective January 1, 1998, filed as exhibit 10.17 to 1997 Form 10-K. C 10.10* Restricted Stock Plan for Non-Employee Directors (as amended and restated in 1992), filed as exhibit 10.28 to the 1992 Form 10-K. C 10.11* Restricted Stock Grant Terms and Conditions (as amended), filed as exhibit 10.31 to the 1992 Form 10-K. C 10.12* Corporate Aviation Policy, filed as exhibit 10.33 to the 1992 Form 10-K. C 10.13* 1994 Incentive Compensation Program, filed as exhibit A to the company's proxy statement for use in connection with its April 29, 1994 annual meeting of stockholders, file no. 1-4448. C 10.14* 1999 Shared Investment Plan, filed as exhibit 10.1 to the company's quarterly report on Form 10-Q for the quarter ended June 30, 1999, file No. 1-4448. C 10.15** Officer Incentive Compensation Plan C 10.16* Baxter International Inc. Restricted Stock Plan for Non-Employee Directors, as amended and restated effective May 8, 1995, filed as exhibit 10.32 to the 1994 Form 10-K. C 10.17* 1995 Stock Option Grant Terms and Conditions, filed as exhibit 10.34 to the 1995 Form 10-K. C 10.18* Supplemental Pension Agreement: Jack L. McGinley, filed as exhibit 10.32 to the 1996 Form 10-K. C 10.19* November 1996 Stock Option Grant Terms and Conditions, filed as exhibit 10.33 to the 1996 Form 10-K. C 10.20* November 1996 Premium Price Stock Option Grant Terms and Conditions, filed as exhibit 10.34 to the 1996 Form 10-K. C 10.21* November 1997 Stock Option Grant Terms and Conditions, filed as exhibit 10.36 to the 1997 Form 10-K. C 10.22* 1998 Incentive Compensation Program, filed as exhibit 10.37 to the 1997 Form 10-K. C 10.23* Long Term Incentive Plan, filed as exhibit 10.38 to the 1997 Form 10-K. C 10.24* 1997 Scientific Advisory Board Option Plan, filed as exhibit 4.4 to the company's registration statement on Form S-8 (No. 333-71533). C 10.25* 2000 Incentive compensation Program, filed as Exhibit A to the company's proxy statement for use in connection with its May 2, 2000 annual meeting of stockholders, file No. 1-4448. C 10.26* Employee Stock Purchase Plan for United States Employees (as amended and restated effective October 1, 1999), filed as exhibit 10 to the company's quarterly report on Form 10-Q for the quarter ended September 30, 1999, file No. 1-4448. C 10.27* 2001 Incentive Compensation Program, filed as Exhibit A to the company's proxy statement for use in connection with its May 1, 2001 annual meeting of stockholders, file no. 1-4448. C 10.28 Consulting Agreement: Arnold J. Levine, PhD. 5 Number and Description of Exhibit ---------------------------------

12.** Computation of Ratio of Earnings to Fixed Charges. 13.** Selections from the 2000 Annual Report to Stockholders (such report, except to the extent incorporated herein by reference, is being furnished for the information of the Securities and Exchange Commission only and is not deemed to be filed as part of this annual report on Form 10-K). 21.** Subsidiaries of Baxter International Inc. 23.** Consent of PricewaterhouseCoopers LLP. 24.** Powers of Attorney (included on signature page) * Incorporated herein by reference. ** Previously filed. C Exhibit contemplated by Item 14(a)(3) of Form 10-K.

(All other exhibits are inapplicable or not required.) -------------------------------------------------------------------------------- Copies of the above exhibits are available at a charge of 35 cents per page upon written request to the Stockholder Services Department, Baxter International Inc., One Baxter Parkway, Deerfield, Illinois 60015. Copies are also available at a charge of at least 25 cents per page from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C., 20549. -------------------------------------------------------------------------------- 6