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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 22, 1999
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(Date of Earliest Event Reported)
MEDICAL GRAPHICS CORPORATION
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-9899 41-1316712
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
350 OAK GROVE PARKWAY
SAINT PAUL, MN 55127
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 484-4874
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ITEMS 1 -4, 6 AND 8
Not applicable.
ITEM 5. OTHER EVENTS.
On September 22, 1999, Medical Graphics Corporation ("Medical
Graphics") entered into an Agreement and Plan of Merger (the "Agreement") with
Angeion Corporation ("Angeion") a publicly held company headquartered Minnesota,
under which Angeion will acquire all of the outstanding shares of Medical
Graphics for $2.15 per share.
The acquisition, which will be accounted for as a purchase, will
result in Medical Graphics becoming a wholly owned subsidiary of Angeion. In
connection with the merger, each issued and outstanding share of Medical
Graphics common stock shall be converted into the right to receive $2.15 in cash
per share. The closing of this acquisition is subject to approval by the Medical
Graphics shareholders and the satisfaction of other closing conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
2 Agreement and Plan of Merger by and among Medical Graphics
Corporation, a Minnesota Corporation, Angeion Corporation, a
Minnesota Corporation, and ANG Acquisition Corp., a Minnesota
Corporation, dated as of September 22, 1999, incorporated by
reference to Exhibit 2 of the Current Report on Form 8-K filed by
Angeion Corporation on October 5, 1999.
99 Press release dated September 23, 1999, incorporated by reference
to Exhibit 99 of the Current Report on Form 8-K filed by Angeion
Corporation on October 5, 1999.
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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 hereunto duly authorized.
MEDICAL GRAPHICS CORPORATION
By /s/ Richard E. Jahnke
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Richard E. Jahnke
Chief Executive Officer
October 7, 1999
