UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Baxter International Inc.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

1-4448		36-0781620
(Commission File Number)		(IRS Employer Identification No.)

One Baxter Parkway, Deerfield, Illinois		60015-4633
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01. Other Events.

          On February 23, 2009, Baxter International Inc. (the “Company”) entered into an Underwriting Agreement, with Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule I to the Underwriting Agreement, relating to the sale by the Company of $350,000,000 aggregate principal amount of 4.000% Senior Notes due March 1, 2014 (the “Notes”). The Notes were registered under the Registration Statement on Form S-3 (Registration No. 333-136224) that the Company filed with the Securities and Exchange Commission on August 2, 2006. The Company is filing the exhibits filed as part of this Current Report on Form 8-K in connection with such Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

	1.1		Underwriting Agreement, dated February 23, 2009, among Deutsche Bank Securities Inc. and UBS Securities LLC, acting on behalf of themselves and the other underwriters named in Schedule I thereto, and the Company.
	4.1		Fourth Supplemental Indenture, dated as of February 26, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 4.000% Senior Notes due 2014).
	5.1		Opinion of David P. Scharf
	23.1		Consent of David P. Scharf (included as part of Exhibit 5.1).

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.

Date: February 26, 2009

Exhibit Index

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 23, 2009, among Deutsche Bank Securities Inc. and UBS Securities LLC, acting on behalf of themselves and the other underwriters named in Schedule I thereto, and the Company.
4.1		Fourth Supplemental Indenture, dated as of February 26, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 4.000% Senior Notes due 2014).
5.1		Opinion of David P. Scharf
23.1		Consent of David P. Scharf (included as part of Exhibit 5.1).