<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MARQUETTE MEDICAL SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
MARQUETTE MEDICAL SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 13, 1997
To the shareholders of Marquette Medical Systems, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Marquette
Medical Systems, Inc., a Wisconsin corporation (the "Company"), will be held
on Wednesday, August 13, 1997, at 9:00 a.m., at the Company's offices, 8200
West Tower Avenue, Milwaukee, Wisconsin, 53223 for the following purposes:
1. To elect six directors to serve until the next annual meeting of
shareholders and until their successors are elected and qualified;
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for fiscal 1998;
3. To approve an amendment to the Company's Restated Articles of
Incorporation to eliminate the Class C Common Shares as an authorized class
of stock and to rename the Class A Common Shares to Common Shares;
4. To transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
The Board of Directors has fixed the close of business on July 11, 1997, as
the record date for the determination of shareholders entitled to notice of
and to vote at this annual meeting or any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN POSTAGE-PREPAID ENVELOPE IS ENCLOSED
FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN
PERSON IF YOU ATTEND THE MEETING.
By Order of the Board of Directors
Gordon W. Petersen, Secretary
Milwaukee, Wisconsin
July 17, 1997
<PAGE>
MARQUETTE MEDICAL SYSTEMS, INC.
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 13, 1997
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors (the "Board") of Marquette
Medical Systems, Inc., a Wisconsin corporation (the "Company"), for use at the
Annual Meeting of shareholders to be held on August 13, 1997, at 9:00 a.m., or
any adjournment or postponement thereof (the "Meeting") for the purposes set
forth herein and in the accompanying Notice of Annual Meeting. The Meeting
will be held at the offices of the Company, 8200 West Tower Avenue, Milwaukee,
Wisconsin.
This Proxy Statement and accompanying Proxy are scheduled to be mailed to
all shareholders entitled to vote at the Meeting, commencing July 17, 1997.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on July 11, 1997, will
be entitled to notice of and to vote at the Meeting. At the close of business
on July 11, 1997, the Company had outstanding 17,656,218 Class A Common
Shares, $0.10 par value ("Common Stock").
Each share of Common Stock outstanding on the record date is entitled to one
vote. With respect to the election of directors, cumulative voting is not
permitted.
The presence, in person or by proxy, of the holders of record of a majority
of the outstanding shares of Common Stock entitled to vote will constitute a
quorum for the transaction of business at the Meeting or any adjournment or
postponement thereof.
The vote of (i) a plurality of the shares cast in person or by proxy is
required to elect the nominees for Directors (Proposal 1); (ii) a majority of
the shares cast in person or by proxy is required to ratify the selection of
Arthur Andersen LLP as independent auditors of the Company's financial
statements for the fiscal year ending April 30, 1998 (Proposal 2), and to
approve a proposed amendment to the Company's Restated Articles of
Incorporation to eliminate the Class C Common Shares as an authorized class of
shares and to rename the Class A Common Shares as Common Shares (Proposal 3).
Votes cast by proxy or in person at the Meeting will be tabulated by the
inspector of election appointed for the Meeting who will also determine
whether or not a quorum is present. The inspector of election will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to the shareholders for a
vote. If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. A proxy may be revoked by (i) filing
with the Secretary of the Company at the Company's principal executive office,
at or before the taking of the vote at the Meeting, a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the
Secretary of the Company before the Meeting, or (iii) attending the Meeting
and voting in person (although attendance at the Meeting will not in and of
itself constitute a revocation of a proxy). Any written notice revoking a
proxy should be sent to Marquette Medical Systems, Inc., 8200 West Tower
Avenue, Milwaukee, Wisconsin 53223, Attention: Secretary or hand delivered to
the Secretary at or before the taking of the vote at the Meeting.
<PAGE>
SOLICITATION
The Company will bear the entire cost of solicitation of proxies in the
enclosed form, including the preparation, assembly, printing and mailing of
this proxy statement, the proxy and any additional information furnished to
shareholders. The original solicitation of proxies by mail may be supplemented
by telephone, telegram, or personal solicitation by directors, officers, or
other regular employees of the Company; no additional compensation will be
paid to directors, officers, or other regular employees for such services.
Arrangements will also be made with custodians, nominees, and fiduciaries for
forwarding of proxy solicitation material to beneficial owners of shares held
of record by such custodians, nominees, and fiduciaries. The Company will,
upon request, reimburse the custodians, nominees, and fiduciaries for
reasonable expenses incurred in connection with such arrangements.
PROPOSAL 1:
ELECTION OF DIRECTORS
The directors of the Company are elected annually. The terms of office of
all directors expire on the date of the Meeting. While there are presently
seven directors serving the Corporation, on June 24, 1997, the Board of
Directors amended the By-Laws to provide, effective as of the date of the
Meeting, that the Board of Directors of the Corporation shall consist of six
persons. Accordingly, six directors will be elected to hold office until the
next annual meeting of shareholders or until their respective successors are
elected and have qualified or until any such director's death, resignation, or
removal from office.
Each of the six nominees listed below is currently a director of the Company
and was elected to the Board of Directors by the shareholders at the Company's
1996 annual shareholders' meeting. Mr. Peter P. Tong, currently a director,
will not stand for re-election to the Board.
Shares of Common Stock represented by executed proxies will be voted, if
authority to do so is not withheld, for the election of the six nominees named
below. Should any nominee become unavailable to serve as a director or any
vacancy occur before the election (which events are not anticipated), such
shares will be voted for the election of such substitute nominee as management
may propose or the authorized number of directors may be reduced. If, for any
reason, the authorized number of directors is reduced, the proxies will be
voted, in the absence of instructions to the contrary, for the election of the
remaining nominees named in this proxy statement. Each person nominated for
election has agreed to serve if elected. The six candidates receiving the
highest number of the affirmative votes cast at the Meeting will be elected
directors of the Company.
NOMINEES
The names of the nominees and certain information about them, based on
information furnished by them, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
Michael J. Cudahy(1)(4) 73 Director and Chief
Executive Officer 1965
John G. Bollinger(2)(3) 62 Director 1996
Timothy C. Mickelson(1) 48 Director, President and
Chief Operating Officer 1995
Frederick G. Luber(1)(2) 71 Director 1968
Melvin S. Newman(1)(2) 61 Director and Assistant Secretary 1969
Walter L. Robb(3)(4) 69 Director 1982
</TABLE>
- --------
(1) Member of the Executive Committee of the Board of Directors
(2) Member of the Audit Committee of the Board of Directors
(3) Member of the Human Resources Committee of the Board of Directors
(4) Member of the Nominating and Proxy Committee of the Board of Directors
2
<PAGE>
There is no family relationship between any of the nominees or between any
nominee and any of the Company's executive officers.
John G. Bollinger has been Dean of the College of Engineering of the
University of Wisconsin-Madison, since 1982. Dr. Bollinger served as a director
of E for M Corporation, a wholly-owned subsidiary of the Company from March,
1992 until December, 1995. Dr. Bollinger also serves as a director of Andrea
Corporation.
Michael J. Cudahy co-founded the Company in July 1965, has served as Chief
Executive Officer and Chairman of the Board since 1965, and was President from
1965 until September, 1993.
Frederick G. Luber has been Chairman of the Board of Super Steel Products
Corp. of Milwaukee, Wisconsin, a steel fabricating company, since 1966.
Timothy C. Mickelson became President and Chief Operating Officer of the
Company on July 25, 1995 and was appointed as a director of the Company by the
Board of Directors on August 10, 1995. Dr. Mickelson served as President of
Corometrics Medical Systems, Inc., a wholly-owned subsidiary of the Company
from May 1, 1994 until his election to the presidency of the Company. For
approximately six years prior to May 1, 1994, Dr. Mickelson was Vice President-
Patient Monitoring Division of the Company.
Melvin S. Newman is, and has been since 1965, a partner in Schoenberg,
Fisher, Newman & Rosenberg, Ltd., counsel for the Company.
Walter L. Robb served as Senior Vice President--Corporate Research and
Development for General Electric Company from September, 1986, until he retired
in December, 1992. He is the founder, and serves as President of Vantage
Management, Inc., a consulting and investment company. Dr. Robb also serves as
a director of Neopath, Inc., Cree Research, Inc. and Celgene Corp.
CERTAIN INFORMATION CONCERNING THE BOARD
The Board has standing Executive, Audit, Nominating and Proxy, and Human
Resources Committees which are appointed at the annual meeting of the Board of
Directors.
The Executive Committee, subject to certain limitations, has authority to
adopt resolutions on behalf of the Board and to perform its functions in the
absence of formal Board meetings. The current members of the Executive
Committee are Michael J. Cudahy, Frederick G. Luber, Timothy C. Mickelson and
Melvin S. Newman.
The Audit Committee recommends engagement of the Company's independent
accountants, reviews and approves services performed by such accountants,
reviews and evaluates the Company's accounting system and its system of
internal controls, and performs other related duties delegated to it by the
Board. The current members of the Audit Committee are John G. Bollinger,
Frederick G. Luber, and Melvin S. Newman.
The Human Resources Committee recommends the nature and amount of
compensation to be paid to the Company's officers, reviews and recommends the
adoption of compensation and benefit plans for the Company and authorizes the
grant of stock options and sets the terms of stock options granted under the
Company's Amended and Restated Stock Option Plan for Employees of Marquette
Medical Systems, Inc. (the "Stock Option Plan" or "Plan"). The current members
of the Human Resources Committee are John G. Bollinger and Walter L. Robb.
The Nominating and Proxy Committee recommends to the Board nominees for
directors, including individuals recommended by shareholders, for whom proxies
should be solicited by the Company, and recommends to the Board a nominee for
President of the Company. Any shareholder who wishes to have the Nominating and
Proxy Committee consider a candidate for nomination as a director should
submit, in writing, the name of the candidate, together with biographical or
other relevant information regarding his qualifications
3
<PAGE>
and the written consent of the candidate to serve if nominated and elected.
Such submissions should be addressed to the Nominating and Proxy Committee,
care of the Secretary of the Company at the Company's address as set forth on
the first page of this proxy statement and delivered between May 5, 1998, and
May 30, 1998 for consideration for the 1998 annual meeting of shareholders. The
current members of the Nominating and Proxy Committee are Michael J. Cudahy and
Walter L. Robb.
During the fiscal year ended April 30, 1997, the Board of Directors held six
meetings, the Audit Committee held two meetings, and the Human Resources
Committee held three meetings. Neither the Executive Committee nor the
Nominating and Proxy Committee held any meetings during the year, although
various actions were taken by the Executive Committee by unanimous written
consent of its members.
During fiscal 1997, no incumbent Board member attended fewer than 75% of the
aggregate of (i) the total number of meetings of the Board held during the
period for which he was a director and (ii) the total number of meetings of all
committees of the Board on which he served during the periods that he served.
Each non-employee director in August, 1996 was granted an option to purchase
4,000 shares of Class A Stock at an exercise price of $18.50 (being the last
transaction price of such shares on the date preceding the date of the grant as
quoted on the NASDAQ National Market System) pursuant to the Marquette Medical
Systems, Inc. Directors (Non-Employee) Stock Option Plan ("Directors Plan").
Each non-employee director elected at the Meeting will be granted, pursuant to
the Directors' Plan, another option to purchase 4,000 shares of Common Stock at
the last transaction price as quoted on the NASDAQ National Market System of
the shares on the date preceding the date of the grant.
Provided that the director continues to serve as such, each option granted
under the Directors Plan is exercisable for a period of ten years following the
date of the grant, subject to vesting at the rate of twenty-five percent (25%)
per year over the first four (4) years following the date of the grant. At such
time as a director no longer serves as such, vesting ceases and the remaining
term of the option is reduced to three years unless the termination occurs by
reason of the director's death or his belief that he has become permanently
physically or mentally disabled, in which event the remaining term is reduced
to five years.
Except for options granted under the Directors' Plan, no fee or other
compensation is paid for Board or committee meetings attended or services as a
director. Mr. Warren B. Cozzens, who retired as an officer and employee of the
Company on April 30, 1994 and who resigned from the Board on November 21, 1995
is paid a $70,000 per year retirement benefit that will continue for the
remainder of his life. Directors are reimbursed for out of pocket travel
expenses associated with their attendance at Board meetings.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
IN FAVOR OF EACH NAMED NOMINEE.
PROPOSAL 2:
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending April 30, 1998, and
has directed that this selection be submitted for ratification by the
shareholders at the Meeting. Arthur Andersen LLP was engaged by the Company in
1970, to audit its statements and has continued to audit the Company's
financial statements since that time. Representatives of Arthur Andersen LLP
are expected to be present at the Meeting, will have an opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.
4
<PAGE>
Shareholder ratification of the selection of Arthur Andersen LLP as the
Company's independent public accountants is not required by the Company's By-
laws or otherwise. However, the Board is submitting the selection of Arthur
Andersen LLP to the shareholders for ratification as a matter of good corporate
practice. If the shareholders fail to ratify the selection, the Board will
reconsider whether or not to retain that firm. Even if the selection is
ratified, the Board, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
feels that such a change would be in the best interests of the Company and its
shareholders. The affirmative vote of the holders of a majority of the shares
of Common Stock represented and voting at the Meeting will be required to
ratify the selection of Arthur Andersen LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
PROPOSAL 3:
APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION
The Board of Directors has proposed, subject to shareholder approval, an
amendment (the "Amendment") to Articles 4 and 5 of the Company's Restated
Articles of Incorporation (the "Current Articles") to eliminate the Class C
Common Shares as an authorized class of shares of the Company and to rename the
Class A Common Shares as "Common Shares". The Board of Directors recommends
that you vote for the proposal to approve the Amendment. If the Amendment is
approved by the shareholders, the Amendment will be promptly filed with the
Secretary of State of Wisconsin.
The Corporation's Current Articles authorize the issuance of 110,000,000
shares consisting of 30,000,000 Class A Common Shares, $.10 par value,
50,000,000 Class C Common Shares, $.01 par value, and 30,000,000 Preferred
Shares, without par value. The Class C Common Shares have been an authorized
class of shares of the Company since 1982 when the Company was closely held and
when the Articles of Incorporation were amended to authorize the issuance of
such shares. The Class C Common Shares have the same voting power as the Class
A Common Shares but, by their nature, have a significantly lower value than do
the Class A Common Shares. There are no Class C Common Shares outstanding and
the Board does not foresee the need to issue Class C Common Shares in the
future. Moreover, the Board believes that the existence of Class C Common
Shares as an authorized class of stock presents an unnecessarily complicated
capital structure and adds an element of uncertainty as perceived by the
investment community.
If approved, Articles 4 and 5 of the Current Articles will be changed to read
as set forth in Appendix A to this Proxy Statement.
The affirmative vote of the holders of a majority of the Common Stock
represented and voting at the Meeting will be required to approve the
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE IN FAVOR OF PROPOSAL 3
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of June 15, 1997, by each director, each person known by the
Company to own beneficially more than five percent of the Company's Common
Stock, and all directors, nominees for directors and executive officers as a
group, based upon information furnished by such persons. Except as indicated in
the footnotes, the persons listed have sole voting and investment power over
the shares beneficially owned.
5
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED
------------------------------------------------------
PERCENTAGE OF
NUMBER OF CLASS
NAME AND ADDRESS SHARES OUTSTANDING
- ---------------- ------------------ ----------------
<S> <C> <C>
Michael J. Cudahy........ 3,251,079(1)(2) 18.4%
8200 West Tower Avenue
Milwaukee, Wisconsin
53223
Norwest Bank Minnesota
(N.A.)
6th Street and Marquette
Avenue
Minneapolis, Minnesota
55479
As trustee under the
Marquette Electronics,
Inc. Profit Sharing
401(k) Plan............ 1,971,553(3) 11.2%
As trustee under other
trusts................. 155,400 *
John G. Bollinger........ -0-
Frederick G. Luber....... 305,045(4)(5) 1.7%
Timothy C. Mickelson..... 88,002(1)(6) *
Melvin S. Newman......... 67,000(4)(7) *
Walter L. Robb........... 16,100(4) *
All directors and
officers as a group (16
persons)................ 3,985,506(1)(2)(4)(5)(7))(8) 22.3%
</TABLE>
- --------
* The amount shown is less than one percent of the outstanding shares of such
class.
(1) Includes shares allocated to the shareholder's account under the Company's
Profit Sharing and 401(k) Plan.
(2) Includes 5,000 shares owned by The Michael J. Cudahy Charitable Foundation.
(3) Participants in the Profit Sharing-401(k) Plan have the right to direct the
voting of allocated shares by Norwest Bank Minnesota (N.A.), the trustee.
(4) Includes shares covered by options issued under the Directors Plan
exercisable within 60 days to acquire 7,000 shares of Common Stock.
(5) Includes 28,300 shares owned by The Anne and Fred Luber Foundation.
(6) Includes shares covered by options granted under the Stock Option Plan
exercisable within 60 days to acquire 78,000 shares of Common Stock.
(7) Includes 1,000 shares owned by The Melvin and Susan Newman Foundation.
(8) Includes shares covered by options granted under the Stock Option Plan
exercisable within 60 days to acquire 226,882 shares of Common Stock.
6
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following table shows the compensation for the past three fiscal years of
the Company for (i) the Chief Executive Officer; and (ii) each of the Company's
four other most highly compensated executive officers serving as executive
officers on April 30, 1997 and Frederick A. Robertson who, but for the fact
that he was not serving as an executive officer as of April 30, 1997, would
have been among the four most highly compensated executive officers (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
-------------------------------- ------------
NAME AND OTHER SECURITIES
PRINCIPAL YEAR ANNUAL UNDERLYING ALL OTHER
POSITION (APRIL 30) SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
--------- ---------- ------ ----- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael J.
Cudahy 1997 $300,000 $22,471 $ -0- $ -0- $ 6,756
Chairman
and 1996 300,000 2,262 -0- -0- 6,003
Chief Exec-
utive 1995 300,000 12,017 -0- -0- 4,513
Officer
Timothy C.
Mickelson 1997 250,000 57,402 72,954(3) 11,900 9,458
President
and Chief 1996 229,280 35,473 -0- 100,000 8,253
Operating
Officer 1995 160,000 42,827 54,505(4) -0- 6,179
Frederick A.
Robertson(5) 1997 184,750 57,062 -0- -0- 9,135
Division
President- 1996 175,000 76,283 -0- 9,700 8,146
Monitoring 1995 160,000 74,528 -0- -0- 6,763
Mary M.
Kabacinski 1997 170,000 36,748 -0- 8,000 9,458
Senior Vice 1996 160,000 25,291 -0- 8,900 7,993
President
and Chief 1995 160,000 31,005 -0- -0- 6,963
Financial
Officer
P. Michael
Breedlove(6) 1997 160,000 67,092 -0- 7,600 9,458
Division
President- 1996 66,667 37,500 -0- -0- -0-
E For M Im-
aging
Louis P.
Scafuri(7) 1997 160,000 64,092 91,777(8) 7,600 9,458
Division
President- 1996 105,539 2,407 -0- 100,000 1,595
Corometrics
Medical
Systems
</TABLE>
- --------
(1) While the Named Executive Officers enjoy certain perquisites, for the year
ending April 30, 1997 these did not exceed $50,000 or 10% of any officer's
salary and bonus.
(2) These figures represent the amount of the Company's contribution to its
Profit Sharing and 401(k) Plan allocated to the officer.
(3) Reimbursement of expenses incurred by Mr. Mickelson in relocating from
Connecticut to Wisconsin.
(4) Reimbursement of expenses incurred by Mr. Mickelson in relocating from
Wisconsin to Connecticut.
(5) Dr. Robertson served as Division President-Monitoring until January 17,
1997, when he resigned and became a part-time employee of the Company. The
amounts shown for 1997 combine amounts paid to him as an executive officer
and as a part-time employee.
(6) Mr. Breedlove became employed by the Company on December 11, 1995.
(7) Mr. Scafuri became employed by the Company on September 5, 1995.
(8) Reimbursement of expenses incurred by Mr. Scafuri in relocating from
Massachusetts to Connecticut.
7
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table provides information related to options granted to the
Chief Executive Officer and Named Executive Officers during the fiscal year
ending April 30, 1997 and the number and value of options held at year end:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
APPRECIATION
FOR OPTION TERM
COMPOUNDED
INDIVIDUAL GRANTS ANNUALLY(2)
----------------------------------------------- ---------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR
GRANTED FISCAL YEAR BASE PRICE EXPIRATION
NAME (#)(1) (%) ($/SHARE) DATE 5% ($) 10% ($)
- ---- ---------- ------------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Cudahy....... -0- -0- -0- -0- -0- -0-
Timothy C. Mickelson.... 11,900 3.0 20.25 2/20/07 151,546 384,048
Frederick A. Robertson.. -0- -0- -0- -0- -0- -0-
Mary M. Kabacinski...... 8,000 2.0 20.25 2/20/07 101,880 258,186
P. Michael Breedlove.... 7,600 1.9 20.25 2/20/07 96,786 245,275
Louis P. Scafuri........ 7,600 1.9 20.25 2/20/07 96,786 245,275
</TABLE>
- --------
(1) Exercisable to the extent of 20% of the shares as of the first anniversary
of the date of the grant and an additional 20% on or after each of the next
four anniversaries of the date of the grant.
(2) The realizable values are reported net of the option exercise price. The
dollar amounts under these columns are the result of calculations at the
five percent and ten percent rates (determined from the price at the date
of the grant and not the stock's current market value) and therefore are
not intended to forecast possible future appreciation, if any, of the
Company's Class A Stock price. The actual gains, if any, on stock option
exercises are dependent on the future performance of the Class A Stock, as
well as the option holder's continued employment with the Company through
the vesting period. The potential realizable value calculation assumes that
the option holder waits until the end of the option term (10 years from the
date of grant) to exercise the option.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUE
The following table provides information related to options exercised by the
Chief Executive Officer and the Named Executive Officers during the fiscal year
ending April 30, 1997, and the number and value of options held at year end:
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS AT OPTIONS
APRIL 30, AT APRIL 30,
SHARES 1997 (#) 1997 ($)
ACQUIRED ON VALUE -------------- -----------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE(2)
- ---- ----------- -------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Cudahy......... -0- -0- -0- -0- -0- -0-
Timothy C. Mickelson...... -0- -0- 68,000 201,900 334,500 786,500
Frederick A. Robertson.... 20,000 120,650 25,000 74,700 121,875 387,188
Mary M. Kabacinski........ -0- -0- 53,000 76,900 306,625 380,313
P. Michael Breedlove...... -0- -0- 8,506 23,398 62,647 116,352
Louis P. Scafuri.......... 10,000 41,200 10,000 87,600 34,952 279,600
</TABLE>
- --------
(1) Based on the closing price of the Common Stock on the date of exercise as
quoted on the NASDAQ National Market System, less the exercise price.
(2) Based on the closing price of the Common Stock on April 30, 1997 as quoted
on the NASDAQ National Market System ($20.125) less the exercise price.
8
<PAGE>
P. Michael Breedlove, Division President-E For M Imaging, is employed
pursuant to an Employment Agreement dated September 20, 1995, with E For M
Corporation, a wholly-owned subsidiary of the Company. Under the terms of the
Employment Agreement, which expires on October 9, 1997, Mr. Breedlove is to be
compensated at an annual base rate of $160,000. The Employment Agreement may
be terminated by Mr. Breedlove or the E For M Corporation at any time. In the
event the E For M Corporation terminates Mr. Breedlove for reasons other than
fraud or habitual neglected duty, the Company will be obliged to continue to
pay Mr. Breedlove his annual base rate of compensation until October 9, 1997.
The Agreement also provides that Mr. Breedlove will refrain from competing
with E For M Corporation for one year following his termination of employment.
REPORT OF THE HUMAN RESOURCES COMMITTEE
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Human Resources Committee is comprised of Drs. John G. Bollinger and
Walter L. Robb. Neither of the members of the Human Resources Committee is or
has been an employee or officer of the Company.
OVERVIEW AND PHILOSOPHY
The Human Resources Committee is responsible for authorizing grants of stock
options under the Stock Option Plan and for establishing and administering the
Company's executive compensation policies and recommends to the Board of
Directors the compensation to be paid to the Company's executive officers,
including the Company's Chief Executive Officer. In formulating its
recommendations, the Human Resources Committee relies on information from
surveys, consultants and Company officers.
In adopting and administering its policies, the Committee pursues the
following objectives as guidelines:
To provide a compensation package competitive with those offered by other
health care equipment and health care product manufacturers to attract and
retain talented and devoted key executives.
To reward successful achievement by executive officers of defined
objectives, subject, to some extent, to the overall success of the Company
during the measurement period.
To align the executive officers' interest with that of the Company's
shareholders through the grant of stock options.
The Committee resorts to reports prepared by one or more nationally
recognized consulting firms who provide information on salaries paid by health
care equipment manufacturers and who publish surveys containing such
information to determine competitive compensation levels.
EXECUTIVE OFFICER COMPENSATION PROGRAM COMPONENTS
For the past fiscal year, the executive compensation program consisted of
three principal elements:
1. A base compensation targeted at competitive medians of a peer group of
successful health care device manufacturers, guided by an independent
salary survey. A number of the health care device manufacturers with whom
the Company's salary levels are compared are normally included among those
companies used to determine the S&P Medical Products and Supplies Index
displayed in the stock price performance graph (see page 11), although the
performance of additional companies are used in the preparation of that
index.
2. The Company maintains an Incentive Compensation Plan ("ICP") in which
the Company's executive officers and key managers participate. The ICP is
an annual incentive plan that provides cash compensation based on the
achievement of goals set by the Committee for each of the Company's
executive officers and other key managers whose participation is approved
by the Board of Directors. For fiscal 1997, various corporate and
divisional performance goals were set for each officer and the key manager
such as the attainment of corporate or divisional revenue, net income and
cash flow targets, as were set forth in the Company's business plan for
that fiscal year.
9
<PAGE>
The actual award earned depends upon the degree of attainment of several
Company and/or divisional goals established by the Committee, the goals for
each executive officer differing, depending on his or her function and
responsibilities. The goals are based on internal business plan objectives
that incorporate aggressive growth assumptions and each executive officer is
assigned several goals of varying weights. Participants in the ICP may earn
between 0% and 150% of the bonus target, depending upon the degree of goal
attainment. The Company's President has the power to increase or decrease the
bonus earned by any Participant in the ICP by up to ten percent, based upon
the President's evaluation of the participant's overall performance.
For fiscal 1997, executive officers earned an average of 61.9% of their
bonus targets under the ICP.
3. Incentive and non-qualified stock options are awarded by the Human
Resources Committee, based upon the recommendation of the Chief Executive
Officer and the President. The Human Resources Committee believes that the
Company's interest is furthered by requiring its executive officers to benefit
from option exercises over an extended period. During the past fiscal year
stock options were granted to the executive officers of the Company covering
an aggregate of 176,400 shares of Common Stock. The Human Resources Committee
does consider prior options granted to executive officers in determining any
subsequent grants.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Cudahy's base compensation of $300,000 for the year ended April 30,
1997, has remained in effect since July, 1989. The Board, which set Mr.
Cudahy's compensation, did not consider the Company's performance, in either a
qualitative or quantitative sense, in determining his compensation. Although
the Board and the Human Resources Committee believe that the Chief Executive
Officer is modestly compensated compared to compensation levels being paid to
chief executive officers of other medical equipment manufacturing companies of
like size, Mr. Cudahy has refused to accept increases, noting that he is a
shareholder holding the largest amount of Company stock and will benefit to
the extent that the value of the Company and its shares increase. Mr. Cudahy
did not participate in the ICP during fiscal 1997. Mr. Cudahy's bonus of
$22,471 for fiscal year 1997 was determined at and was equal to the amount
paid by Mr. Cudahy to lease his automobile. Mr. Cudahy had no options nor were
there other incentive compensation arrangements in effect between him and the
Company.
On June 24, 1997, pursuant to resolutions adopted by the Board on May 28,
1997, the Company granted to Mr. Cudahy a non-transferable Stock Option
covering 250,000 shares of Common Stock at an exercise price of $20.63 per
share. The last trade of the Common Stock on May 27, 1997 as reported on the
NASDAQ National Market System was at $20.625 per share. The option expires on
May 27, 2007, but terminates on the 180th day following the last to occur of
(i) Mr. Cudahy's death or termination of employment with the Company, or (ii)
such date as he no longer serves as a director of the Company. Such option was
not granted under the terms of the Company's Stock Option Plan.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation in excess of $1
million paid during the taxable year (in the case of the Company, its fiscal
year) to a Company's Chief Executive Officer and the four other most highly
compensated executive officers. Qualifying performance-based compensation is
not subject to the deduction limit if certain requirements are met.
For fiscal 1998, the Committee does not contemplate that there will be non-
deductible compensation for the five Company positions in question, although
the exercise by Mr. Cudahy of his option granted on June 24, 1997, would, if
the fair value of the Common Stock purchased exceeds the exercise price by
more than $1,000,000, result in non-deductibility of such excess. The Human
Resources Committee plans to review this matter for 1998, and, unless
circumstances justify otherwise, take such actions as are necessary to comply
with Section 162(m) to avoid non-deductible compensation payments.
HUMAN RESOURCES COMMITTEE
John G. Bollinger
Walter L. Robb
10
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative total
shareholder return on its Common Stock for a five-year period (May 1, 1992 to
April 30, 1997) with the cumulative total return of the NASDAQ Composite Stock
Index and the S&P Medical Products and Supplies Index (dividends invested). The
graph assumes $100 was invested on May 1, 1992 in the Common Stock, the NASDAQ
Stock Market-U.S. Index and the S&P Medical Products and Supplies Index.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MARQUETTE MEDICAL SYSTEMS, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S&P HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES) INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
----------------------------------------------
4/92 4/93 4/94 4/95 4/96 4/97
<S> <C> <C> <C> <C> <C> <C> <C>
Marquette Med Sys Inc MARQA 100 92 95 117 111 124
NASDAQ STOCK MARKET (U.S.) INAS 100 115 128 149 212 225
S & P HLTH CARE (MED PRODS & SUPPLS) IMDP 100 80 75 117 158 183
</TABLE>
* $100 INVESTED ON 4/30/92 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING APRIL 30.
2474RMAR
11
<PAGE>
CERTAIN TRANSACTIONS
During the fiscal year ending April 30, 1997, the Company paid to Cozzens &
Cudahy Air, Inc., a corporation, all of whose shares of stock are owned by
Michael J. Cudahy, the sum of $344,226 as compensation for the use by the
Company of a jet airplane. The Company believes that the rates paid by the
Company were competitive with those available from third parties and were at
prevailing market rates.
During the year ending April 30, 1997, the Company leased from Marquette
Capital Company, a partnership whose general partners are Michael J. Cudahy
and Frederick G. Luber, 39 automobiles at an aggregate annual rental of
$313,823. Each lease was written for 40 months at rates the Company believes
were competitive with those available from third parties. The Company has the
right to continue to lease the vehicles upon expiration of the leases at a
nominal monthly rate.
On December 20, 1996, the Company issued and exchanged 262,500 of its shares
of Common Stock with Michael J. Cudahy, a director and the Company's Chief
Executive Officer, for 26,250,000 Class C Common Shares held by Mr. Cudahy.
The Class C Common Shares received by the Company in the exchange were the
only Class C Common Shares of the Company outstanding. The Class C Common
Shares have the same voting power per share as does each share of Common Stock
but are entitled to only one one-hundredth of the amount of dividends paid on
shares of Common Stock and to one one-hundredth of the amount paid to holders
of Common Stock in the event of dissolution of the Company. The Board of
Directors determined the exchange rate at one hundred Class C Common Shares
for each share of Common Stock following consultation with an investment
banking firm.
Schoenberg, Fisher, Newman and Rosenberg, Ltd. ("SFNR"), 222 South Riverside
Plaza, Chicago, Illinois has served as general counsel to the Company since
1965. Melvin S. Newman is a partner in SFNR. The Company paid SFNR legal fees
in the amount of $291,855 during the Company's last fiscal year.
FUTURE SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented by such
shareholders at the Company's 1998 annual meeting of shareholders must be
received by the Company at its offices at 8200 West Tower Avenue, Milwaukee,
Wisconsin between April 22, 1998 and May 15, 1998, in order to be included in
the proxy statement and proxy relating to that meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of equity securities of the Company. Officers, directors,
and greater than ten percent shareholders are required by regulation to
furnish the Company with copies of all section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that its officers, directors, and
greater than ten percent beneficial owners complied with all applicable
section 16(a) filing requirements.
OTHER MATTERS
The Company knows of no other matters to be submitted to the Meeting.
However, if any other matters are properly presented to the Meeting, it is the
intention of the persons named in the accompanying proxy to vote in respect
thereof in accordance with their best judgment.
12
<PAGE>
The Board of Directors hopes that shareholders will attend the Meeting.
Whether or not you plan to attend, you are urged to complete, sign, and return
the enclosed proxy in the accompanying envelope. A prompt response will greatly
facilitate arrangements for the Meeting, and your cooperation will be
appreciated. Shareholders who attend the Meeting may vote their shares
personally even though they have sent in their proxies.
ADDITIONAL FINANCIAL INFORMATION
The Company will furnish to any shareholder of record as of July 11, 1997 (or
any beneficial owner representing that he is or was entitled to vote at the
Meeting) a copy of its Form 10-K Annual Report for the year ended April 30,
1997 (including statements and financial statement schedules, but excluding
other exhibits) without charge, upon written request addressed to the Secretary
of the Company at its principal offices located at 8200 West Tower Avenue,
Milwaukee, Wisconsin, 53223.
By Order of the Board of Directors
Gordon W. Petersen, Secretary
Milwaukee, Wisconsin
July 17, 1997
13
<PAGE>
APPENDIX A
MARKED TO SHOW PROPOSED CHANGES TO ARTICLE 4 AND 5 OF RESTATED ARTICLES OF
INCORPORATION DATED JULY 13, 1990
[underlined text to be added-lined out text to be eliminated]
Article 4. The total number of shares of all classes which it shall have
authority to issue is Sixty Million (60,000,000) shares consisting of and
designated as Thirty Million (30,000,000) Common Shares, Ten ($.10) cents par
value, and Thirty Million (30,000,000) Preferred Shares, without par value.
Article 5. The preferences, limitations and relative rights of each class of
shares are:
A-1
<PAGE>
(A) PREFERRED SHARES
(1) The Preferred Shares may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing an Articles of
Amendment to the Corporation's Articles of Incorporation, without vote of
shareholders and in accordance with Section 180.0602 of the Wisconsin Business
Corporation Law (a "Preferred Shares Amendment"), to fix or alter from time to
time, the designation, powers, preferences and rights of the shares of each
such series, and the qualifications, limitations or restrictions thereof so far
as not inconsistent with the provisions of this Article 5 and to the full
extent now or hereafter permitted by the laws of the State of Wisconsin,
including the following:
(A) The distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased (except
where otherwise provided by the Board of Directors in creating such series)
or decreased (but not below the number of shares thereof then outstanding)
from time to time by like action of the Board of Directors;
(B) The annual rate or rates of dividends payable on shares of such
series, whether dividends shall be cumulative and, if so, the date or dates
from which dividends shall be cumulative on the shares of such series, the
preferences, restrictions, limitations and conditions upon the payment of
dividends, and the dates on which dividends, if declared, shall be payable;
(C) Whether shares of such series shall be redeemable and, if so, the
terms and conditions of such redemption, including the date or dates upon
or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and
at different redemption dates;
(D) The rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolu tion or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of such
series;
(E) Whether shares of such series shall have a purchase, retirement or
sinking fund for the purchase, retirement, or redemption of shares of such
series and, if so, the terms and provisions thereof;
A-2
<PAGE>
(F) Whether shares of such series shall have conversion privileges and,
if so, the terms and provisions thereof, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall
determine;
(G) Whether shares of such series shall have voting rights, in addition
to voting rights provided by law, and, if so, the terms and provisions
thereof; and
(H) Any other preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof.
(2) The holders of the Preferred Shares of each series shall be entitled to
receive dividends, when and as declared by the Board of Directors from the
funds legally therefor, as they may be entitled to in accordance with the
Preferred Share Amendment adopted by the Board of Directors providing for the
issuance of such series, payable on such dates as may be fixed in such
Amendment. So long as there shall be outstanding any shares of Preferred
Shares of any series entitled to cumulative dividends pursuant to any such
Preferred Share Amendment providing for the issue of such series, no dividend,
whether in cash or property, shall be paid or declared, nor shall any
distribution be made on the Common Shares, nor shall any Common Shares be
purchased, redeemed or otherwise acquired for value by the Corporation (except
as provided in Section 5) if at the time of making such payment, declaration,
distribution, purchase, redemption or acquisition, the Corporation shall be in
default with respect to any dividend payable on or obligation to maintain a
purchase, retirement or sinking fund with respect to or to redeem shares of
Preferred Shares of any series. The foregoing provisions of this Subsection
(b)(2) shall not, however, apply to a dividend payable in Common Shares or to
the acquisition of Common Shares in exchange for or through the application of
the proceeds of the sale of shares of Common Shares. Subject to the foregoing
and to any further limitations prescribed in accordance with the provisions of
this Section (a) of this Article 5, the Board of Directors may declare, out of
any funds legally available therefor, dividends upon the then outstanding Common
Shares and the Preferred Shares of any series shall not be entitled to
participate therein.
(3) In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of the Preferred Shares of each
series shall be entitled to receive, out of the assets of the Corporation
available for distribution to its stockholders before any distribution of
assets shall be made to the holders of the Common Shares, the amount per
share, if any, fixed by the Board of Directors in the Preferred Shares
Amendment, plus in each such case an amount equal to any cumulative dividends
thereon to the date of final distribution to the holders of the Preferred
Shares, and the holders of the Common Shares shall be entitled, to the
exclusion of the holders of the Preferred Shares of any and all series to
participate ratably in all the assets of the Corporation then remaining in
accordance with their respective rights and preferences. If upon any
liquidation, dissolution or winding up of the Corporation the assets available
for distribution shall be insufficient to pay the holders of all outstanding
shares of Preferred Shares the full amounts to which they shall be entitled,
the holders of Preferred Shares of all series shall participate ratably in any
distribution of assets according to the respective amounts which would be
payable in respect of the Preferred Shares held by them upon such distribution
if all amounts payable in respect of the Preferred Shares of all series were
paid in full. Neither the statutory merger nor consolidation of the
Corporation into or with any other corporation, nor the statutory merger or
consolidation of any other corporation into or with the Corporation, nor a
sale, transfer or lease of all or any part of the assets of the Corporation,
shall be deemed to be a liquidation, dissolution or winding up of the
corporation within the meaning of this Subsection (3).
(4) The Corporation, at the option of the Board of Directors, may redeem the
whole or any part of the Preferred Shares of any series at the price or prices
and on the terms and conditions provided in the Preferred Shares Amendment
adopted by the Board of Directors providing for the issue of such series.
(5) Anything herein or in any Preferred Shares Amendment adopted by the
Board of Directors providing for the issue of any series of Preferred Shares
contained to the contrary notwithstanding, the rights of the holders of all
classes of stock of the Corporation in respect of dividends and purchase,
retirement or sinking funds, if any, shall at all times be subject to the
power of the Board of Directors from time to time to set aside such
A-3
<PAGE>
reserves and to make such other provisions, if any, as the Board of Directors
shall deem to be necessary or advisable for working capital, for expansion of
the Corporation's business (including the acquisition of real and personal
property for the purpose) and for any other purpose of the Corporation.
(6) Except as otherwise provided by the statutes of the State of Wisconsin or
by the Preferred Shares Amendment adopted by the Board of Directors providing
for the issue of any series of Preferred Shares, the holders of the Preferred
Shares shall have no right to vote. The holders of the Preferred Shares shall
not be entitled to receive notice of any meeting of shareholders at which they
are not entitled to vote or consent.
(7) Except as otherwise provided by the statutes of the State of Wisconsin or
by the Preferred Shares Amendment adopted by the Board of Directors providing
for the issue of any series of Preferred Shares, the vote of the holders of all
or any portion of the Preferred Shares, as a class, shall not be required for
any action whatsoever to be taken or authorized by the shareholders of the
Corporation, including any amendment of the Articles of Incorporation.
(B) WAIVER OF PREEMPTIVE RIGHTS
No holder of any of the shares of this Corporation shall be entitled, as of
right, to purchase or subscribe for any unissued stock of any class, or any
additional shares of any class to be issued by reason of any increase of the
authorized shares of the Corporation of any class, or bonds, certificates of
indebtedness, debentures or other securities convertible into shares of the
Corporation, or carrying any right to purchase any stock of any class and any
unissued shares, or such additional authorized issue of any shares or other
securities convertible into shares or carrying any rights to purchase such
shares may be issued and disposed of, pursuant to resolutions of the Board of
Directors, to such persons, firms, corporations or associations and upon such
other terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.
A-4
<PAGE>
Marquette Medical Systems, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
R
O FOR THE ANNUAL MEETING OF SHAREHOLDERS - AUGUST 13, 1997
X
Y
Michael J. Cudahy and Mary M. Kabacinski, or either of them, each with the
power of substitution and revocation, are hereby authorized to represent the
undersigned, with all powers which the undersigned would possess if personally
present, to vote the Class A Common Stock of the undersigned at the Annual
Meeting of shareholders of Marquette Medical Systems, Inc. (the "Company"), to
be held at the Company's offices at 8200 West Tower Avenue, Milwaukee,
Wisconsin, 53223 at 9:00 a.m. on August 13, 1997, or any adjournment or
postponement thereof, as set forth on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED ON THE REVERSE SIDE AND FOR APPROVAL OF THE OTHER PROPOSALS
LISTED ON THE REVERSE SIDE.
This proxy will be voted as specified or, if no choice is specified,
will be voted FOR the election of the nominees named and FOR the other
proposals listed on the reverse side.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE
SIDE
<PAGE>
1. To elect six directors to serve until the next annual meeting of
shareholders and until their successors are elected and qualified.
Nominees: John G. Bollinger, Michael J. Cudahy, Frederick G. Luber, Timothy C.
Mickelson, Melvin S. Newman and Walter L. Robb
FOR WITHHELD
[ ] [ ]
____________________ MARK HERE
For all nominees FOR ADDRESS
except as noted above CHANGE AND
NOTE BELOW
[ ]
2. To ratify the selection of Arthur Andersen LLP. as the Company's indepen-
dent public accountants for fiscal 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve an amendment to Articles 4 and 5 of the Company's Restated
Articles of Incorporation to eliminate the Class C Common Shares as an
authorized class of stock and rename the Class A Common Shares to Common Shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the 1997 annual meeting or any
adjournment or postponement thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please sign exactly as name appears at left. Executors, administrators,
trustees, guardians, attorneys-in-fact, etc., should give their full titles. If
signor is a corporation, please give full corporate name and have a duly
authorized officer sign stating title. If a partnership, please sign partner
ship name by authorized person. If share certificate is registered in two names
both should sign.
<PAGE>
Signature______________Date______
Signature______________Date______
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
