SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
SCHEDULE 13D/A-1
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)
November 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
1 NAME OF
REPORTING
PERSON
General
Electric
Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 100
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
100
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer
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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
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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
- ------- -------------------------------------------------
On November 20, 1998, upon consummation of the merger (the
"Merger") contemplated by the Agreement and Plan of Merger dated as of September
20, 1998 (the "Merger Agreement") among GE, Emerald Merger Corp., a wholly-owned
subsidiary of GE, and Marquette, Marquette became a wholly-owned subsidiary of
GE.
Pursuant to the Merger Agreement, each share of Marquette
Common Stock outstanding immediately prior to the Effective Time (as defined in
the Merger Agreement) of the Merger (other than shares owned by Marquette or any
wholly-owned subsidiary of Marquette or GE or any wholly-owned subsidiary of GE,
which shares were canceled) was converted into 0.508 of a share of common stock,
$.16 par value per share, of GE ("GE Common Stock"), and each of the 100
outstanding common shares of Sub was converted into one common share of
Marquette as the surviving corporation.
Item 4. Purpose of Transaction
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GE entered into the Merger Agreement in order to cause
Marquette to become a wholly-owned subsidiary of GE upon consummation of the
Merger. The Merger became effective on November 20, 1998.
Item 5. Interest in Securities of the Issuer.
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GE became the sole beneficial and record owner of 100 shares
of Marquette Common Stock (100% of the outstanding shares of Marquette Common
Stock) upon effectiveness of the Merger.
Except as described above, neither GE nor any person named in
Item 2 hereof beneficially owned shares of Marquette Common Stock as of November
20, 1998, or had any transactions in Marquette Common Stock during the preceding
60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
- ------ -----------------------------------------------------------------------
Upon the effectiveness of the Merger on November 20, 1998,
each of the Stock Option Agreement dated as of September 20, 1998 between GE and
Marquette and the Shareholder Agreement dated as of September 20, 1998 between
GE and Michael J. Cudahy terminated in accordance with their respective terms.
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
Not applicable (previously filed).
<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: November 30, 1998 By: /s/ Robert E. Healing
------------------------------
Robert E. Healing
Corporate Counsel
<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
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
<S> <C> <C>
J.I. Cash, Jr. Harvard Business School Professor of Business
Baker Library 187 Administration-Graduate
Soldiers Field School of Business Administration,
Boston, MA 02163 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--Finance,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
P. Fresco Fiat SpA Chairman of the Board,
Via Nizza 250 Fiat SpA
10126 Torino
Italy
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
Andrea Jung Avon Products, Inc. President and Chief Executive
1345 Avenue of the Americas Officer, Avon Products, Inc.
New York, New York 10001
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 Board and
3135 Easton Turnpike Executive Officer
Fairfield, CT 064321
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 Officer
Fairfield, CT 06431
R.S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President,
Detroit, MI 48239-4001 Penske 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 and
1 Champion Plaza 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 Officer,
Fairfield, CT 06431 General Electric Company
</TABLE>
Citizenship
-----------
C. X. Gonzalez Mexico
P. Fresco Italy
All Others U.S.A.
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
<S> <C> <C>
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
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 - GE Lighting
Nela Park
Cleveland, OH 44122
W.J. Conaty General Electric Company Senior Vice President--Human
3135 Easton Turnpike Resources
Fairfield, CT 06431
D. M. Cote General Electric Company Senior Vice President--GE
3135 Easton Turnpike 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--Corporate
P. O. Box 8 Research and Development
Schenectady, NY 12301
B.W. Heineman, Jr. General Electric Company Senior Vice President--General
3135 Easton Turnpike Counsel and Secretary
Fairfield, CT 06431
J. R. Immelt General Electric Company Senior Vice President--GE Medical
P.O. Box 414 Systems
Milwaukee, WI 53201
G. S. Malm General Electric Company Senior Vice President--Asia
3135 Easton Turnpike
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President--GE Aircraft
1 Neumann Way Engines
Cincinnati, OH 05215
E.F. Murphy General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer
Fairfield, CT 06431
R.L. Nardelli General Electric Company Senior Vice President--GE Power
1 River Road Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President--Corporate Financial
3135 Easton Turnpike Planning and Analysis
Fairfield, CT 06431
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--Chief
3135 Easton Turnpike Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President - GE Transportation
2901 East Lake Road Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President--GE Plastics
1 Plastics Avenue
Pittsfield, MA 01201
L.G. Trotter General Electric Company Vice President--GE Electrical
41 Woodford Avenue Distribution and Control
Plainville, CT 06062
</TABLE>
Citizenship
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P. Fresco Italy
G. S. Malm Sweden
All Others U.S.A.
