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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Marquette Medical Systems, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1046671
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(State of incorporation (IRS Employer
or organization) Identification No.)
8200 West Tower Avenue, Milwaukee, Wisconsin 53223
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of the Registrant's Securities To Be Registered.
On December 18, 1996, Marquette Medical Systems, Inc. (the "Company")
entered into a certain Rights Agreement with Firstar Trust Company (the "Rights
Agreement"), as fully described and set forth in the Form 8-A filed by the
Company on December 20, 1996, with the Securities and Exchange Commission for
the registration of certain Preferred Share Purchase Rights pursuant to Section
12(g) of the Securities Exchange Act of 1934, which Form 8-A is hereby
incorporated by this reference in its entirety.
On September 20, 1998, the Company entered into a certain First Amendment
to Rights Agreement with Firstar Trust Company (the "Amendment"). The Amendment
amends the Rights Agreement in connection with the proposed merger (the
"Merger") of the Company with a subsidiary of General Electric Company pursuant
to that certain Agreement and Plan of Merger dated September 20, 1998 (the
"Merger Agreement"), among the Company, General Electric Company, a New York
corporation ("General Electric"), and Emerald Merger Corp., a Wisconsin
corporation and wholly-owned subsidiary of General Electric ("Sub").
The Amendment amends the Rights Agreement by including in the definition of
an "Exempt Person" (as set forth in Section 1 of the Rights Agreement) General
Electric, Sub, and any affiliate or associate of General Electric or Sub.
The Amendment further amends the Rights Agreement by adding a new Section
35 which provides that none of the approval, execution, or delivery of the
Merger Agreement (and the other agreements contemplated by the Merger Agreement,
or the consummation of any of the transactions contemplated by the Merger
Agreement or such other agreements) shall cause (a) General Electric or Sub, or
any affiliate or associate of General Electric or Sub to be deemed an "Acquiring
Person" (as defined in Section 1 of the Rights Agreement), (b) a Shares
Acquisition Date (as defined in Section 1 of the Rights Agreement) to occur, or
(c) a Distribution Date (as defined in Section 1 of the Rights Agreement) to
occur.
Item 2. Exhibits.
1 First Amendment to Rights Agreement dated as of September 20, 1998,
between Marquette Medical Systems, Inc. and Firstar Trust Company.
2 Press release dated September 21, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MARQUETTE MEDICAL SYSTEMS, INC.
By: /s/ Frederick A. Robertson
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Frederick A. Robertson, President
DATED: September 22, 1998
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EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
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First Amendment dated as of September 20, 1998 (this "Amendment") to
Rights Agreement dated as of December 18, 1996 (the "Rights Agreement") between
Marquette Medical Systems, Inc., a Wisconsin corporation (the "Company"), and
Firstar Trust Company (the "Rights Agent").
W I T N E S S E T H :
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WHEREAS, the Board of Directors of the Company has approved and
adopted an Agreement and Plan of Merger dated as of September 20, 1998 (the
"Merger Agreement") among the Company, General Electric Company, a New York
corporation ("Parent") and Emerald Merger Corp., a Wisconsin corporation and a
wholly-owned subsidiary of Parent ("Sub"), providing for the merger (the
"Merger") of Sub with and into the Company and pursuant to which the Company
will become a wholly-owned subsidiary of Parent;
WHEREAS, the Board of Directors of the Company has determined that the
Merger is in furtherance of and consistent with the long-term business strategy
of the Company and is in the best interests of the Company and its shareholders;
WHEREAS, the willingness of Parent and Sub to enter into the Merger
Agreement is conditioned on, among other things, the amendment of the Rights
Agreement on the terms set forth herein;
WHEREAS, at the date of this Amendment, the Distribution Date has not
occurred and there is no Acquiring Person;
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may from time to time supplement or amend the Rights Agreement without the
approval of any holders of Rights Certificates to, among other things,
supplement any provision of the Rights Agreement or make any other provisions
with respect to the Rights which the Company may deem necessary or desirable,
any such supplement or amendment to be evidenced in a writing signed by the
Company and the Rights Agent; provided, however, that from and after such time
as any Person becomes an Acquiring Person, the Rights Agreement may not be
amended in any manner which would adversely affect the interests of the holders
of Rights; and
WHEREAS, in compliance with Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement as hereinafter
set forth and have executed and delivered this Amendment immediately prior to
the execution and delivery of the Merger Agreement.
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NOW, THEREFORE, in consideration of the Rights Agreement and the
premises and mutual agreements herein set forth, the parties hereby agree as
follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions thereto:
"Merger" shall mean the merger of Sub with and into the Company as
contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger dated
as of September 20, 1998 among Parent, Sub and the Company, as the same may
be amended in accordance with the terms thereof.
"Parent" shall mean General Electric Company, a New York corporation.
"Shareholder Agreement" shall mean the Shareholder Agreement dated as
of September 20, 1998 between Parent and Michael J. Cudahy, as the same may
be amended in accordance with the terms thereof.
"Stock Option Agreement" shall mean the Stock Option Agreement dated
as September 20, 1998 between Parent and the Company, as the same may be
amended in accordance with the terms thereof.
"Sub" shall mean Emerald Merger Corp., a Wisconsin corporation and a
wholly-owned subsidiary of Parent.
2. The definition of Exempt Person contained in Section 1 of the
Rights Agreement is hereby amended by replacing the word "or" that appears
immediately prior to the symbol "(v)" with a comma and by adding the following
to the end of such definition:
", or (vi) prior to the latest to occur of (x) the termination of the
Merger Agreement in accordance with Section 7.1 thereof, (y) the
termination of the Shareholder Agreement in accordance with Section 3
thereof and (z) the termination of the Stock Option Agreement in accordance
with Section 19 thereof, Parent, Sub or any of their Affiliates or
Associates."
3. Section 7(a) of the Rights Agreement is hereby amended by
replacing the word "or" that appears immediately prior to the symbol "(iii)"
with a comma and by adding the following to the end of the amended Section 7(a):
", or (iv) the time immediately prior to the Effective Time (as
defined in the Merger Agreement), whereupon the Rights shall expire."
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4. The following is added as a new Section 35 to the Agreement:
"Section 35. Merger with Sub. Notwithstanding anything in this
Agreement to the contrary, none of the approval, execution or delivery of
the Merger Agreement, the Stock Option Agreement or the Shareholder
Agreement, the acquisition of Common Shares pursuant to the terms of the
Stock Option Agreement, or the consummation of the Merger and the other
transactions contemplated by the Merger Agreement, the Stock Option
Agreement and the Shareholder Agreement shall cause (i) Parent or Sub or
any of their Affiliates or Associates to be deemed an Acquiring Person,
(ii) a Shares Acquisition Date to occur or (iii) a Distribution Date to
occur."
5. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended by this Amendment.
6. This Amendment shall be deemed to be a contract made under the
laws of the State of Wisconsin and for all purposes shall be governed by and
construed in accordance with the laws of such State.
7. This Amendment may be executed in two or more counterparts, and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
8. Any capitalized term used herein without definition shall have
the meaning specified in the Rights Agreement.
9. Except as otherwise expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any other
manner affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are hereby ratified and
confirmed in all respects and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
By: /s/ Michael Cudahy
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Name: Michael Cudahy
Title: Chairman of the Board
Attest:
By: /s/ Melvin S. Newman
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Name: Melvin S. Newman
Title: Assistant Sec.
FIRSTAR TRUST COMPANY
By: /s/ Suzanne P. Norman Barnes
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Name: Suzanne P. Norman Barnes
Title: Vice President
Attest:
By: /s/ William R. Caruso
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Name: William R. Caruso
Title: Assistant Sec.
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EXHIBIT 2
PRESS RELEASE
FOR IMMEDIATE RELEASE
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GE Medical Systems and Marquette Medical Systems
Sign Definitive Agreement to Merge Operations
MILWAUKEE, Wis. (September 21, 1998) -- GE Medical Systems and Marquette Medical
Systems, Inc., today announced a definitive agreement for Marquette to merge its
operations with GE Medical Systems. As part of this transaction, Marquette
shareholders will receive $45 per share payable in GE stock. For its fiscal year
ended April 30 , 1998, Marquette's revenues were $578 million and its net income
was $26.6 million ($1.46 per share, fully diluted).
"Marquette is an innovative firm with a broad line of leading products and
services in diagnostic cardiology, patient monitoring and integration of
clinical information," said Jeffrey R. Immelt, GE Medical Systems President
and CEO. "This proposed merger will significantly expand GE Medical
Systems' portfolio into new and complementary areas that will enable us to
better serve customers and their patients."
"With a track record that includes three decades of steady growth,
combining these two leaders is our next logical step," said Marquette
Chairman Michael Cudahy. "Marquette made its name through continual
innovation. By joining with GE Medical Systems, we will have the resources
to stay out in front with technology that works for health care providers."
"Today's hospital administrator is looking for a supplier that can deliver
a full spectrum of integrated products and services," said Dr. Fred
Robertson, Marquette's Chief Executive Officer. "Together, Marquette and GE
Medical Systems come to the table with a solutions set that our customers
will find very attractive."
Marquette, with headquarters in Milwaukee, Wis., manufactures and
distributes products and systems to acquire, record, and monitor cardiology
data and vital signs. Among Marquette's offerings are resting
electrocardiography (ECG), exercise stress testing systems, and point-of-
care monitoring of adult, fetal, and neonatal patients.
Marquette employs more than 3,100 people worldwide, and operates through
facilities in Milwaukee; Wallingford, Conn.; Torrance, Calif.; Annapolis,
Md.; Jupiter, Fla.; and Freiburg, Germany.
This transaction, which is subject to Marquette shareholder and government
approvals and other customary conditions, is expected to close by early
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December. The actual number of shares of GE stock that each Marquette
shareholder will receive will be determined based on the trading prices of
GE stock for a period of time prior to the Marquette shareholders meeting.
In connection with the merger agreement, Marquette granted GE an option to
acquire newly issued shares of Marquette common stock, representing 19.9%
of its total shares outstanding, at the $45 per share transaction price. In
addition, Mr. Cudahy entered into a shareholder agreement in which he
agreed, among other things, to vote his shares of Marquette common stock in
favor of the proposed merger. The agreement has been approved by the boards
of directors of both GE and Marquette.
GE Medical Systems, a business of the General Electric Company, is a $4.5
billion global leader in medical diagnostic imaging systems and services.
GE Medical Systems employs nearly 16,000 people worldwide.
