SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MARQUETTE MEDICAL SYSTEMS, INC.
(Name of Issuer)
Common Shares, $.10 Par Value
(Title of Class of Securities)
571474 10 5
(CUSIP Number)
Robert E. Healing
General Electric Company
3135 Easton Turnpike
Fairfield, CT
(203) 373-2243
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, SEE the
NOTES)
(Continued on following pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 571474 10 5 PAGE 2
NAME OF REPORTING PERSON
1 GENERAL ELECTRIC COMPANY
14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER 7 SOLE VOTING POWER
OF 3,643,066*
SHARES
- --------------------------------------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY 3,157,842**
- --------------------------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,643,066*
- --------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,157,842**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,643,066*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON
CO
* Beneficially owned pursuant to the Stock Option Agreement described in this
Statement.
** Beneficially owned pursuant to the Shareholder Agreement described in this
Statement. Reporting Person disclaims beneficial ownership of these shares.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the
common shares, par value $.10 per share ("Marquette Common Stock"), of Marquette
Medical Systems, Inc., a Wisconsin corporation ("Marquette"). Marquette's
principal executive offices are located at 8200 W. Tower Avenue, Milwaukee,
Wisconsin 53223.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by General Electric Company, a New York
corporation ("GE" or the "Reporting Person"), whose principal business address
is 3135 Easton Turnpike, Fairfield Connecticut 06431-0001. GE and its
consolidated affiliates comprise one of the largest and most diversified
industrial corporations in the world. From the time of its incorporation in
1892, GE has engaged in developing, manufacturing and marketing a wide variety
of products for the generation, transmission, distribution, control and
utilization of electricity. Over the years, development and application of
related and new technologies have broadened considerably the scope of activities
of GE and its affiliates. GE's products include, but are not limited to, lamps
and other lighting products; major appliances for the home; industrial
automation products and components; motors; electrical distribution and control
equipment; locomotives; power generation and delivery products; nuclear
reactors, nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; materials, including plastics, silicones and
superabrasive industrial diamonds; and a wide variety of high-technology
products, including products used in medical diagnostic applications.
GE also offers a wide variety of services, including product support
services; electrical product supply houses; electrical apparatus installation,
engineering, repair and rebuilding services; and computer-related information
services. The National Broadcasting Company, Inc., a wholly-owned subsidiary, is
engaged principally in furnishing network television services, in operating
television stations, and in providing cable programming and distribution
services in the United States, Europe, and Asia. Through another wholly-owned
subsidiary, General Electric Capital Services, Inc. ("GECS"), and its two
principal subsidiaries, GE offers a broad array of financial services including
consumer financing, commercial and industrial financing, real estate financing,
asset management and leasing, mortgage services, consumer savings and insurance
services, specialty insurance and reinsurance. Other services offered by GECS
include satellite communications furnished by its subsidiary, GE Americom, Inc.
GE also licenses patents and provides technical services related to products it
has developed, but such activities are not material to GE.
Except as described below, during the past five years, GE has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has it been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
In April, 1994, a U.K. subsidiary of GE, IGE Medical Systems Limited
("IGEMS") discovered the loss of a radioactive barium source at the Radlett,
England facility. The lost source, used to calibrate nuclear camera detectors,
emits a very low level of radiation. IGEMS immediately reported the loss as
required by the U.K. Radioactive Substances Act. An ensuing investigation,
conducted in cooperation with government authorities, failed to locate the
source. On July 21, 1994, Her Majesty's Inspectorate of Pollution ("HMIP")
charged IGEMS with violating the Radioactive Substances Act by failing to comply
with a condition of registration. Such Act provides that a registrant like
IGEMS, which "does not comply with a limitation or condition subject to which
[it] is so registered ... shall be guilty of [a criminal] offense." Condition 7
of IGEMS' registration states that it "shall so far as is reasonably practicable
prevent ... loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty
plea and agreed to pay of fine of (pound)5,000 and assessed costs of
(pound)5,754. The prosecutor's presentation focused primarily on the 1991 change
in internal IGEMS procedures and, in particular, the source logging procedure.
The prosecutor complimented IGEMS' investigation and efforts to locate the
source and advised the court that IGEMS had no previous violations of the
Radioactive Substances Act. He also told the court that the Radlett plant had
been highlighted as an exemplary facility to HMIP inspectors as part of their
training. In mitigation, IGEMS emphasized the significant infrastructure and
expense undertaken by IGEMS to provide security for radiation sources and the
significant effort and expense incurred in attempting to locate the missing
source.
The names, principal occupations and business addresses of the
executive officers and directors of GE are set forth in Schedule A attached
hereto, which is incorporated herein by reference. Except as expressly noted in
Schedule A, each such executive officer and director is a citizen of the United
States of America. During the past five years, none of the executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Stock Option Agreement described in Item 4 of this
Statement was entered into by GE and Marquette as an inducement to GE to enter
into the Merger Agreement described in Item 4. If the option described therein
were to be exercised by GE, the exercise price is $45 per share, payable in
cash. The maximum amount payable is $163,937,970. GE would pay this amount out
of working capital.
The Shareholder Agreement described in Item 4 of this
Statement was entered into by GE and Michael J. Cudahy, the Chairman of the
Board of Marquette, as an inducement to GE to enter into the Merger Agreement
described in Item 4. Except as set forth in the preceding sentence, GE has paid
no consideration in connection with entering into the Shareholder Agreement.
ITEM 4. PURPOSE OF TRANSACTION
On September 20, 1998, GE, Emerald Merger Corp., a Wisconsin
corporation and a wholly-owned subsidiary of GE ("Sub"), and Marquette entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger of Sub with and into Marquette (the "Merger"), with Marquette surviving
the Merger and becoming a wholly-owned subsidiary of GE. Pursuant to the Merger
Agreement, by virtue of the Merger each outstanding share of Marquette Common
Stock (other than shares held by Marquette or its subsidiaries or GE or any
wholly-owned subsidiaries of GE) will be converted into the right to receive
that number of shares of common stock, par value $.16 per share, of GE (the "GE
Common Stock") as shall be determined by dividing $45.00 by the Average GE Share
Price (as defined below).
The "Average GE Share Price" is defined as the average of the last sale
price per share of GE Common Stock on The New York Stock Exchange, Inc.
Composite Tape for the 10 consecutive trading days ending on the trading day
which is five days prior to the closing date of the Merger. Pursuant to the
Merger Agreement, the directors of Sub immediately prior to the consummation of
the Merger will become directors of Marquette upon the effectiveness of the
Merger. It is anticipated that, following the consummation of the Merger, the
Marquette Common Stock will be delisted from the Nasdaq National Market and the
Marquette Common Stock will be terminated from registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended. A copy of the
Merger Agreement is included as Exhibit 99(a) hereto and the description of the
Merger Agreement contained herein is qualified in its entirety by reference to
such exhibit, which is incorporated by reference.
Concurrently with the execution of the Merger Agreement, in
order to induce GE to enter into the Merger Agreement, GE and Marquette entered
into the Stock Option Agreement (the "Stock Option Agreement") pursuant to which
Marquette granted to GE an option (the "Option") to purchase up to 3,643,066
shares (the "Optioned Shares") of Marquette Common Stock (approximately 19.9% of
the outstanding shares of Marquette Common Stock as of September 18, 1998) at an
exercise price of $45 per share, payable in cash.
The Option is immediately exercisable if one or more of the
following events occurs: (a) Marquette redeems the rights (the "Rights") issued
under its Rights Agreement dated as of December 20, 1996, as amended (the
"Rights Agreement"), or amends or fails to resist a legal challenge to the
Rights Agreement and any person (other than GE or its affiliates or Michael J.
Cudahy so long as he beneficially owns less than 25%), acquires or becomes the
beneficial owner of 20% or more of the outstanding shares of Marquette Common
Stock; (b) Marquette redeems the Rights or amends or fails to resist a legal
challenge to the Rights Agreement and any group (other than a group which
includes or may reasonably be deemed to include GE or any of its affiliates) is
formed which beneficially owns 20% or more of the outstanding shares of
Marquette Common Stock; (c) any person (other than GE or its affiliates) has
commenced a tender or exchange offer for 20% or more of the then outstanding
shares of Marquette Common Stock or has publicly proposed any bona fide merger,
consolidation or acquisition of all or substantially all the assets of
Marquette, or other similar business combination involving Marquette; (d)
Marquette enters into, or announces that it proposes to enter into, an
agreement, including, without limitation, an agreement in principle, providing
for a merger or other business combination involving Marquette or a significant
subsidiary of Marquette or the acquisition of a substantial interest in, or a
substantial portion of the assets, business or operations of, Marquette or a
significant subsidiary (other than the transactions contemplated by the Merger
Agreement); (e) any person (other than GE or its affiliates) is granted any
option or right, conditional or otherwise, to acquire or otherwise become the
beneficial owner of shares of Marquette Common Stock which, together with all
shares of Marquette Common Stock beneficially owned by such person, results or
would result in such person being the beneficial owner of 20% or more of the
outstanding shares of Marquette Common Stock; or (f) there is a public
announcement with respect to a plan or intention by Marquette, other than with
GE or its affiliates, to effect any of the foregoing transactions.
The Option generally terminates upon the earlier to occur of
(i) the closing of the transactions contemplated by the Merger and (ii) the
termination of the Merger Agreement in accordance with its terms; PROVIDED,
HOWEVER, that the Option will not terminate until 180 days after a termination
pursuant to clause (ii) immediately above under circumstances specified in the
Stock Option Agreement.
A copy of the Stock Option Agreement entered into between GE
and Marquette is filed as Exhibit 99(b) hereto and the description contained
herein is qualified in its entirety by reference to such exhibit, which is
incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, in
order to induce GE to enter into the Merger Agreement, Michael J. Cudahy, the
Chairman of the Board of Marquette and the owner of 3,157,842 shares (the
"Subject Shares") of Marquette Common Stock (approximately 17.2% of the
outstanding shares of Marquette Common Stock), entered into the Shareholder
Agreement with GE (the "Shareholder Agreement").
The Shareholder Agreement provides, among other things, that:
(a) Mr. Cudahy will attend the special meeting of shareholders of Marquette to
vote on the Merger Agreement, in person or by proxy, and at the special meeting
(or at any adjournment thereof) or in any other circumstances upon which a vote,
consent or other approval with respect to the Merger or the Merger Agreement is
sought, he will vote (or cause to be voted) the Subject Shares in favor of the
Merger, the adoption of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the Merger Agreement;
(b) at any meeting of shareholders of Marquette or at any adjournment thereof or
in any other circumstances upon which his vote, consent or other approval is
sought, Mr. Cudahy will vote (or cause to be voted) the Subject Shares against
(i) any merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by Marquette or
any subsidiary thereof or any other Takeover Proposal (as defined in the Merger
Agreement) or (ii) any amendment of the Articles of Incorporation or Bylaws of
Marquette or other proposal or transaction involving Marquette or any of its
subsidiaries, which amendment or other proposal or transaction would in any
manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or
any of the other transactions contemplated by the Merger Agreement or change in
any manner the voting rights of any class of capital stock of Marquette; (c) Mr.
Cudahy will not, with certain exceptions, (i) sell, transfer, pledge, assign or
otherwise dispose of (including by gift) (collectively "Transfer") or enter into
any contract, option or other arrangement (including any profit-sharing
arrangement) with respect to the Transfer of the Subject Shares to any person or
(ii) enter into any voting arrangement, whether by proxy, voting agreement or
otherwise, in relation to the Subject Shares, and agrees not to commit or agree
to take any of the foregoing actions; (d) Mr. Cudahy will not, nor will he
authorize any investment banker, attorney or other advisor or representative to
directly or indirectly solicit, initiate or encourage the submission of, any
Takeover Proposal, or directly or indirectly participate in any discussions or
negotiations regarding, or furnish to any person with respect to Marquette or
any subsidiary in connection with, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably be
expected to lead to, any Takeover Proposal; (e) Mr. Cudahy will use his
reasonable best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, and to assist and cooperate with GE in doing, all things
necessary, proper or advisable to support and to consummate and make effective,
in the most expeditious manner practicable, the Merger Agreement and the other
transactions contemplated by the Merger Agreement; (f) Mr. Cudahy will notify GE
in writing of the nature and amount of any acquisition by him of any voting
securities of Marquette; and (g) Mr. Cudahy will not knowingly take or fail to
take any action which would cause certain representations and warranties made by
him to be untrue or incorrect. The Shareholder Agreement is not intended to
limit the action that Mr. Cudahy may take to discharge his fiduciary duties as a
director of Marquette.
Mr. Cudahy's obligations under the Shareholder Agreement
generally terminate on the earlier to occur of (i) six months after the
termination of the Merger Agreement and (ii) the effective time of the Merger.
A copy of the Shareholder Agreement entered into between GE
and Mr. Cudahy is filed as Exhibit 99(c) hereto and the description contained
herein is qualified in its entirety by reference to such exhibit, which is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) By reason of the Stock Option Agreement, GE may be
deemed to be the beneficial owner of the Optioned Shares. The Optioned Shares
would be shares newly issued by Marquette and, based upon the number of shares
outstanding as of September 18, 1998 and the number of such newly issued shares,
would represent approximately 16.6% of the outstanding shares of Marquette
Common Stock.
By reason of the Shareholder Agreement, GE may be deemed to be
the beneficial owner of the Subject Shares and may be deemed to have shared
power to vote or direct the vote of the Subject Shares or shared power to
dispose or direct the disposition of the Subject Shares. The Subject Shares
represent approximately 17.2% of the outstanding shares of Marquette Common
Stock, based upon the number of shares outstanding as of September 18, 1998.
Because of the limited nature of the Shareholder Agreement, GE expressly
disclaims beneficial ownership of the Subject Shares.
Except as described in this Schedule 13D, neither GE nor, to
the best knowledge of GE, any of the persons listed in Item 2 above beneficially
owns any shares of Marquette Common Stock. Except as described in this Schedule
13D, neither GE nor, to the best of its knowledge, any of the persons listed in
Item 2 above has effected any transactions in Marquette Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 4, GE presently anticipates that it will
acquire the entire equity interest in Marquette pursuant to the Merger
Agreement.
Certain shareholders, directors and officers of Marquette may
be deemed to be "affiliates" of Marquette (the "Affiliates") pursuant to the
rules and regulations under the Securities Act of 1933, as amended (the
"Securities Act"). The Merger Agreement provides that certain of those
Affiliates will enter into letter agreements (the "Affiliate Agreements") with
GE, each agreeing that such Affiliate will not sell, transfer or otherwise
dispose of any shares of GE Common Stock issued to such possible Affiliate
pursuant to the Merger, except pursuant to an effective registration statement
or in compliance with Rule 145 or an exemption from the registration
requirements of the Securities Act.
Other than the Merger Agreement, the Stock Option Agreement
and the Shareholder Agreement described in Item 4 of this Statement and the
Affiliate Agreements described in this Item 6, to the best knowledge of GE,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the persons listed in Item 2 of this Statement and any person
with respect to Marquette Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
99(a) Agreement and Plan of Merger dated as of September 20, 1998
among General Electric Company, Emerald Merger Corp. and
Marquette Medical Systems, Inc. (incorporated by reference to
Exhibit 1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 24, 1998 by
Marquette Medical Systems, Inc., File No. 0-18724).
99(b) Stock Option Agreement dated as of September 20, 1998 between
General Electric Company and Marquette Medical Systems, Inc.
(incorporated by reference to Exhibit 2 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission
on September 24, 1998 by Marquette Medical Systems, Inc., File
No. 0-18724).
99(c) Shareholder Agreement dated as of September 20, 1998 between
General Electric Company and Michael J. Cudahy (incorporated
by reference to Exhibit 3 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on September
24, 1998 by Marquette Medical Systems, Inc., File No.
0-18724).
<PAGE>
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.
GENERAL ELECTRIC COMPANY
Dated: September 30, 1998 BY: /S/ ROBERT E. HEALING
------------------------------
Robert E. Healing
Corporate Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99(a) Agreement and Plan of Merger dated as of September 20, 1998
among General Electric Company, Emerald Merger Corp. and
Marquette Medical Systems, Inc. (incorporated by reference to
Exhibit 1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 24, 1998 by
Marquette Medical Systems, Inc., File No. 0-18724).
99(b) Stock Option Agreement dated as of September 20, 1998 between
General Electric Company and Marquette Medical Systems, Inc.
(incorporated by reference to Exhibit 2 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission
on September 24, 1998 by Marquette Medical Systems, Inc., File
No. 0-18724).
99(c) Shareholder Agreement dated as of September 20, 1998 between
General Electric Company and Michael J. Cudahy (incorporated
by reference to Exhibit 3 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on September
24, 1998 by Marquette Medical Systems, Inc., File No.
0-18724).
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL ELECTRIC COMPANY
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of GE are set forth
below. If no business address is given, the director's or officer's business
address is GE's address. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to GE. Unless otherwise indicated below,
all of the persons listed below are citizens of the United States of America.
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
J.I. Cash, Jr. Harvard Business School Professor of Business
Baker Library 187 Administration-Graduate
Soldiers Field School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance, General
Fairfield, CT 06431 Electric Company
P. Fresco General Electric Company Vice Chairman of the
(U.S.A.) Board and Executive
3 Shortlands, Hammersmith Officer, General
London, W6 8BX, England Electric Company
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive
Jose Luis Lagrange 103, Officer,
Tercero Piso Kimberly-Clark de Mexico,
Colonia Los Morales S.A. de C.V.
Mexico, D.F. 11510, Mexico
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
E. F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
CITIZENSHIP
C. X. Gonzalez Mexico
P. Fresco Italy
All Others U.S.A.
<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
P. Fresco General Electric Company Vice Chairman of the Board
(U.S.A.) Board and Executive Officer
3 Shortlands, Hammersmith
London, W6 8BX, England
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44122
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D. M. Cote General Electric Company Senior Vice President -
3135 Easton Turnpike GE Appliances
Fairfield, CT 06431
D.D. Dammerman General Electric Company Senior Vice President - Finance
3135 Easton Turnpike
Fairfield, CT 06431
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J. R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
G. S. Malm General Electric Company Senior Vice President -
3135 Easton Turnpike Asia
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
E.F. Murphy General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J. G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
CITIZENSHIP
P. Fresco Italy
G. S. Malm Sweden
All Others U.S.A.
