ACUSON CORP, SC 14D9, 2000-10-05

ACUSON CORP
SC 14D9, 2000-10-05
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

Previous: ACUSON CORP, SC TO-T, EX-99.(D)(1), 2000-10-05

Next: ACUSON CORP, SC 14D9, EX-99.(A)(1), 2000-10-05

<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

SCHEDULE 14D-9

Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934

----------------

Acuson Corporation
(Name of Subject Company)

Acuson Corporation
(Name of Person Filing Statement)

Common Stock, $.0001 Par Value
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)

005113105
(CUSIP Number of Class of Securities)

----------------

Charles H. Dearborn
Senior Vice President, Human Resources and Legal Affairs
Acuson Corporation
1220 Charleston Road
P.O. Box 7393, Mountain View, CA 94039-7393
(650) 969-9112
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

----------------

With a copy to:

Keith A. Flaum, Esq.
Cooley Godward LLP
3000 El Camino Real
Palo Alto, CA 94303
(650) 843-5000

[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

Item 1. Subject Company Information.

The name of the subject company is Acuson Corporation, a Delaware
corporation ("Acuson"). The address of the principal executive offices of
Acuson is 1220 Charleston Road, Mountain View, California 94043. The telephone
number of Acuson's principal executive office is (650) 969-9112 and its Web
site is located at www.acuson.com.

The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement")
relates is the common stock, par value $.0001 per share, of Acuson (the
"Common Stock") and the associated preferred stock purchase rights (the
"Rights") issued pursuant to the Amended and Restated Rights Agreement dated
as of June 8, 1998, by and between Acuson and BankBoston, N.A., as Rights
Agent, as amended by the Amendment to Amended and Restated Rights Agreement
dated as of September 26, 2000, by and between Acuson and Fleet National Bank,
as Rights Agent (the "Rights Agreement"). As of September 22, 2000, there were
27,753,671 shares of Common Stock outstanding.

Item 2. Identity and Background of Filing Persons.

Acuson is the filing person, and its name, business address and business
telephone number are set forth in Item 1 above.

This Statement relates to the tender offer by Sigma Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Siemens
Corporation, a Delaware corporation ("Siemens"), to purchase all of the
outstanding shares of Common Stock and the associated Rights (the shares of
Common Stock together with the associated Rights are referred to in this
Statement as the "Shares"), at a purchase price of $23.00 per Share, net to
the seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase, dated October 5,
2000, and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Siemens is a wholly-owned indirect subsidiary of Siemens Aktiengesellschaft
("Siemens AG"). The Offer is described in a Tender Offer Statement on Schedule
TO (as amended or supplemented from time to time, the "Schedule TO"), filed by
Siemens and the Purchaser with the Securities and Exchange Commission (the
"Commission") on October 5, 2000. A copy of the Offer to Purchase has been
filed as Exhibit (a)(4) hereto and is incorporated herein by reference. Copies
of the Offer to Purchase and the Letter of Transmittal are being furnished to
Acuson's stockholders concurrently with this Statement.

The Offer is being made in accordance with the Agreement and Plan of Merger,
dated as of September 26, 2000, among Siemens, the Purchaser and Acuson (the
"Merger Agreement"). The Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions, following completion of the
Offer, and in accordance with the General Corporation Law of the State of
Delaware (the "DGCL"), the Purchaser will be merged with and into Acuson (the
"Merger"). Following the completion of the Merger, Acuson will continue as the
surviving corporation (the "Surviving Corporation") and will be a wholly-owned
subsidiary of Siemens. As more fully described in Item 3 below, at the
effective time of the Merger (the "Effective Time"), each issued and
outstanding Share (other than Shares owned by Siemens, the Purchaser, any of
their respective subsidiaries, Acuson or any of its subsidiaries, which will
be cancelled, and Shares, if any, held by stockholders who did not vote in
favor of the Merger Agreement and who comply with all of the relevant
provisions of Section 262 of the DGCL relating to appraisal rights) will be
converted into the right to receive $23.00 in cash or any greater amount per
Share paid pursuant to the Offer (the "Merger Consideration").

As set forth in the Schedule TO, the principal offices of the Purchaser and
Siemens are located at 153 East 53rd Street, New York, New York 10022. All
information in this Schedule 14D-9 or incorporated by reference herein
concerning the Purchaser or its affiliates, or actions or events with respect
of any of them, was provided by the Purchaser or Siemens, and Acuson assumes
no responsibility therefor.

1
<PAGE>

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

Certain contracts, agreements, arrangements or understandings between Acuson
or its affiliates and certain of its directors and executive officers are,
except as noted below, described in the Information Statement pursuant to Rule
14f-1 under the Securities Exchange Act (the "Information Statement") that is
attached as Annex B to this Statement and is incorporated herein by reference.
Except as described in this Statement (including in the Exhibits hereto and in
Annex B hereto) or incorporated herein by reference, to the knowledge of
Acuson, as of the date of this Statement, there exists no material agreement,
arrangement or understanding or any actual or potential conflict of interest
between Acuson or its affiliates and (1) Acuson's executive officers,
directors or affiliates or (2) Siemens, the Purchaser or their respective
executive officers, directors or affiliates.

The Merger Agreement. The summary of the Merger Agreement and the
description of the conditions of the Offer contained in Sections 11 and 13,
respectively, of the Offer to Purchase of Siemens and the Purchaser, dated
October 5, 2000 and filed as Exhibit (a)(1) to the Schedule TO, which is being
mailed to stockholders together with this Statement, are incorporated herein
by reference. Such summary and description are qualified in their entirety by
reference to the Merger Agreement, which has been filed as Exhibit (e)(1)
hereto and is incorporated herein by reference. Such summary may not contain
all the information that is important to you. Accordingly, you should read the
Merger Agreement in its entirety for a more complete description of the
material summarized in the Offer to Purchase.

Effects of the Offer and the Merger Under Acuson Incentive Agreements and
Plans Between Acuson and its Directors and Executive Officers.

Certain members of Acuson's management and Acuson's Board of Directors (the
"Board" or the "Board of Directors") have interests in the transactions
contemplated by the Merger Agreement that are in addition to their interests
as Acuson stockholders generally. The Board was aware of these interests and
considered them, among other matters, in approving the Merger Agreement and
the transactions contemplated thereby.

Stock Option Agreements. The Merger Agreement provides that each outstanding
option to purchase shares of Common Stock granted to the Board or the
executive officers or other employees under any stock option agreement,
compensation plan or arrangement (each, an "Acuson Stock Option") will
automatically be cancelled, and the holder of such Acuson Stock Option will
thereafter be entitled to receive an amount in cash equal to the product
obtained by multiplying (1) the difference between the Merger Consideration
and the per share exercise price of such Acuson Stock Option, by (2) the
number of shares of Common Stock covered by such Acuson Stock Option. The
Purchaser will deliver such payment to the holder of such Acuson Stock Option
on the date on which such option would have vested, subject to the conditions
for vesting in the applicable award for such option (except as noted in the
Change in Control Agreements described below); provided, however, that payment
will be made on each outstanding and fully vested option at the Effective
Time.

Certain Agreements With Executive Officers.

Change in Control Agreements. On October 12, 1998, Acuson entered into
Change in Control Agreements with four of Acuson's current executive officers,
including Messrs. Samuel Maslak, Robert Gallagher, Charles Dearborn and Edward
Cornell. Acuson also entered into a Change in Control Agreement with Mr. Barry
Zwarenstein when he joined Acuson on October 30, 1998 and with Mr. Rick Smith
on November 2, 1999. The agreements for each of these officers provide that if
within thirteen months of a Change in Control of Acuson (as defined in the
applicable agreement), such officer's employment is terminated other than for
Cause (as defined in the applicable agreement), disability, such officer's
retirement, or such officer's resignation without Good Reason (as defined in
the agreement), such officer shall be paid two years' salary, bonuses and
regular benefits plus any accrued but unpaid salary, bonuses and benefits, and
all stock options issued to such officer shall immediately become 100% vested.
Each agreement remains in effect for a period of three years but is
automatically renewed for subsequent one-year terms unless either party gives
90 days notice of intent not to renew.

2
<PAGE>

Agreements with Mr. Zwarenstein. In connection with Mr. Zwarenstein joining
Acuson in October 1998, Acuson entered into a severance agreement with him
under which Acuson would pay him a severance payment equal to twelve months'
base salary plus certain health benefits for twelve months following
termination if he is terminated without cause within twenty-four months of his
employment by Acuson. If Mr. Zwarenstein is provided benefits under the Change
of Control Agreement described above, he will not receive any benefits under
this severance agreement.

Agreements with Mr. Cornell. In connection with the relocation of Mr. Edward
P. Cornell, Senior Vice President of Engineering, to the San Francisco Bay
Area in September 1997, Acuson loaned Mr. Cornell $400,000 pursuant to a
promissory note to assist him in the purchase of a home in the San Francisco
Bay Area. The loan is secured by Mr. Cornell's residence. The loan to Mr.
Cornell is interest-free and will be fully forgiven on a daily basis over a
seven-year period that commenced on September 2, 1997. The loan will be
automatically forgiven upon termination of Mr. Cornell's employment without
"cause," as defined in the promissory note, Mr. Cornell's death, reduction of
Mr. Cornell's target compensation (with a base salary of not less than
$176,000 per year) from Acuson to an amount less than $200,000 per year, or a
"change in control," as defined in the promissory note. If Mr. Cornell
voluntarily terminates his employment with Acuson or if he is terminated by
Acuson for "cause," he must repay the outstanding balance of the loan plus any
tax savings to him resulting from any repayment of the loan, no later than the
second anniversary of the date of his termination.

Agreements with Mr. Steger. In connection with the relocation of Mr. Lourens
Steger, Vice President, Global Customer Service Business Operations, to the
San Francisco Bay Area, Acuson loaned Mr. Steger $200,000 pursuant to a
promissory note to assist him in the purchase of a home in the San Francisco
Bay Area. The loan is secured by Mr. Stegers's residence. The loan to Mr.
Steger is interest-free and will be fully forgiven on a daily basis over a
four-year period that commenced on November 10, 1997. The loan will be
automatically forgiven upon termination of Mr. Steger's employment without
"cause," as defined in the promissory note, Mr. Steger's death, reduction of
Mr. Steger's target compensation (with a base salary of not less than $100,000
per year) from Acuson to an amount less than $125,000 per year, or a "change
in control," as defined in the promissory note. If Mr. Steger voluntarily
terminates his employment with Acuson or if he is terminated by Acuson for
"cause," he must repay the outstanding balance of the loan, plus any tax
savings to him resulting from any repayment of the loan, no later than the
second anniversary of the date of his termination.

Indemnification; Directors' and Officers' Insurance. The Merger Agreement
provides that all rights to indemnification existing on the date of the Merger
Agreement in favor of any current or former director or officer of Acuson will
survive the Merger and will continue in full force and effect until the
expiration of all applicable statutes of limitation. Siemens has also agreed
to (or to cause the Surviving Corporation to) indemnify all current and former
directors and officers of Acuson to the fullest extent Acuson would be
permitted by Delaware Law to indemnify them with respect to all acts and
omissions arising out of such individuals' service as officers or directors of
Acuson or any of its subsidiaries or as trustees, fiduciaries or
administrators of any plan for the benefit of employees occurring prior to the
Effective Time. Without limitation of the foregoing, in the event any such
person is or becomes involved in any capacity in any action, proceeding or
investigation in connection with any matter, including, without limitation,
the transactions contemplated by the Merger Agreement, occurring prior to, and
including, the Effective Time, Siemens will (or will cause the Surviving
Corporation to) pay such person's reasonable legal and other expenses of
counsel selected by such person and reasonably acceptable to Siemens
(including the cost of any investigation, preparation and settlement) incurred
in connection therewith promptly after statements therefor are received by
Siemens; provided, however, that neither Siemens nor the Surviving Corporation
will, in connection with any one such action or proceeding or separate but
substantially similar actions or proceedings arising out of the same general
allegations, be liable for reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all indemnified persons (it being understood, however, that if any indemnified
person or counsel for any indemnified person determines in good faith that
there is, under applicable standards of professional conduct, a conflict on
any significant issue between two or more indemnified persons, then each such
indemnified person may engage separate counsel at the expense of Siemens and
the Surviving Corporation). Siemens will be entitled to

3
<PAGE>

participate in the defense of any such action or proceeding, and counsel
selected by the indemnified person will, to the extent consistent with their
professional responsibilities, cooperate with Siemens and any counsel
designated by Siemens (it being understood that no indemnified person will be
liable for any settlement effected without his express written consent).
Siemens will pay all reasonable fees and expenses, including attorneys' fees,
that may be incurred by any indemnified person in enforcing the indemnity and
other obligations provided for in the Merger Agreement.

The Merger Agreement also requires that the Surviving Corporation will cause
to be maintained for a period of not less than six years from the Effective
Time the current policies of directors' and officers' liability insurance
maintained by Acuson; so long as the annual premium for such insurance would
not be in excess of 200% of the annual premiums paid by Acuson as of the date
of the Merger Agreement. The Surviving Corporation may substitute policies of
at least the same coverage containing terms and conditions that are no less
advantageous to such persons; provided, that such substitution will not result
in any gaps or lapses in coverage with respect to matters that occur prior to
the Effective Time; and further provided, that if the Surviving Corporation is
unable to obtain the required insurance, it will obtain as much comparable
insurance as possible for an annual premium equal to such maximum amount.

Item 4. The Solicitation or Recommendation.

Recommendation of the Board of Directors. The Board of Directors, at a
meeting held on September 26, 2000, determined that the terms of the Offer and
the Merger are fair to and in the best interests of the stockholders of
Acuson. All members of the Board were present at this meeting, at which the
Board unanimously approved the Offer and the Merger and the other transactions
contemplated by the Merger Agreement, approved the Merger Agreement, including
for purposes of the "interested stockholder" provisions of Section 203 of the
DGCL, and approved the amendment of the Rights Plan. The Board of Directors
recommends that stockholders accept the Offer, tender their Shares in the
Offer and, if required under the DGCL or Acuson's Certificate of Incorporation
or Bylaws, vote to adopt the Merger Agreement. A letter to Acuson's
stockholders communicating the Board's recommendation is filed herewith as
Exhibit (a)(1) and is incorporated herein by reference. See "--Reasons for the
Recommendation" for a discussion of the factors considered by the Board in
making its recommendation.

Background of the Offer; Reasons for the Board of Directors' Recommendation.

Background.

From time to time, Acuson has been approached concerning the possibility of
a business combination with other companies that manufacture ultrasound
equipment or other types of medical equipment. Within the past five years,
Acuson has had discussions with several of these companies regarding a
possible business combination. Set forth below is a summary of the discussions
and negotiations between Acuson and Siemens AG.

In February 2000, members of the Board had informal discussions with members
of Acuson senior management concerning the merits of contacting Siemens AG to
explore the possibility of a business combination.

Between March 6, 2000 and April 28, 2000, members of Acuson senior
management met with representatives of Acuson's financial advisor, UBS Warburg
LLC ("UBS Warburg"), and representatives of Acuson's legal counsel, Cooley
Godward LLP ("Cooley Godward"), to discuss various matters relating to a
possible business combination with Siemens AG.

In early April 2000, at the direction of Acuson, UBS Warburg contacted
representatives of Siemens AG to express Acuson's interest in exploring the
possibility of a business combination involving Acuson and Siemens AG. Acuson
and Siemens AG agreed to hold further discussions in Nuremberg, Germany on May
5, 2000.

4
<PAGE>

At a meeting of the Board held on May 1, 2000, the Board discussed with
members of Acuson senior management the status of discussions with Siemens AG.
The Board authorized senior management to proceed with discussions with
Siemens AG, including at the meeting to be held in Nuremberg on May 5, 2000.

On May 5, 2000, Acuson and Siemens AG entered into a confidentiality
agreement on customary terms that would permit Siemens AG and Parent to obtain
confidential information required to evaluate a potential transaction with
Acuson. Also on May 5, 2000, in Nuremberg, Dr. Maslak and Mr. Zwarenstein,
along with representatives of UBS Warburg, met with Prof. Erich Reinhardt and
other members of the Medical Engineering Division of Siemens AG to discuss the
strategic advantages of combining the operations of Acuson and the Medical
Engineering Division of Siemens AG, the complementary nature of their
respective businesses and the potential advantages to their customers of a
combination.

Telephone conversations among members of Acuson senior management,
representatives of Acuson's financial advisor, members of Siemens AG senior
management and representatives of Siemens AG's financial advisor, Deutsche
Bank Alex. Brown, were held throughout May and June 2000 to discuss further a
possible business combination.

On July 12, 2000, Siemens AG delivered to Acuson a letter indicating Siemens
AG's interest in exploring further a possible business combination with
Acuson, subject to completion of due diligence and the negotiation of
satisfactory definitive agreements. On July 27 and July 31, 2000, Dr. Maslak
and Prof. Reinhardt had telephone conversations in which they discussed a
process and timetable for exploring the potential advantages of a business
combination and the method by which due diligence could be pursued.

At a meeting of the Board on August 4, 2000, the Board discussed with
members of Acuson senior management the letter received on July 12, 2000 from
Siemens AG and the status of discussions with Siemens AG. The Board authorized
senior management to continue further discussions.

On August 8, 2000, members of Acuson senior management and members of
Siemens AG senior management and the financial advisors for Acuson and Siemens
AG met to continue to discuss the benefits and possible terms of a proposed
business combination and additional due diligence matters.

On August 16, 2000, Dr. Maslak and Prof. Reinhardt held a telephone
conversation in which they discussed the results of the August 8 meeting and
arranged for further meetings between the two companies. Between August 16 and
August 29, 2000, members of Acuson senior management and members of Siemens AG
senior management, as well as the two companies' advisors, held meetings and
had a number telephone conversations to continue exploring the potential
advantages of a transaction and the nature and structure of a business
combination. Also during this period, employees of Siemens AG and Siemens and
the legal and financial advisors for Siemens AG conducted a limited legal and
financial due diligence investigation of Acuson.

On September 7, 2000, members of Acuson senior management and members of
Siemens AG senior management, together with the financial advisors for Acuson
and Siemens AG, met to discuss further the terms of a possible business
combination, including a price that Siemens AG would be willing to pay for
each Share. After negotiations over the purchase price, Siemens AG proposed a
price of $23 for each Share.

At a meeting on September 8, 2000, the Board, together with members of
Acuson senior management and Acuson's legal and financial advisors, discussed
the proposed terms of a transaction between Acuson and Siemens AG. After such
discussions, the Board authorized Acuson senior management to continue
negotiations with Siemens AG. Later in the day, Dr. Maslak contacted Prof.
Reinhardt and indicated that Acuson wished to proceed with the proposed
transaction, subject to the negotiation of a definitive agreement.

On September 11, 2000, Clifford Chance Rogers and Wells, LLP, legal counsel
to Siemens AG, circulated an initial draft of the merger agreement to Acuson
and Cooley Godward. On September 16, 2000, members of Acuson senior management
and Siemens AG senior management and the legal and financial advisors for
Acuson and Siemens AG met to discuss the principal terms of the proposed
transaction.

5
<PAGE>

Between September 16 and September 26, 2000, Siemens and its legal counsel,
financial advisors and accountants conducted additional due diligence on
Acuson, and representatives of both parties continued to negotiate the terms
of the definitive merger agreement.

On September 25, 2000, the Board held a special meeting to review the
principal terms of the proposed transaction. At the meeting, representatives
of UBS Warburg reviewed with the Board UBS Warburg's financial analysis of the
consideration payable in the proposed transaction. Representatives of Cooley
Godward discussed with the Board legal aspects of the proposed transaction.
The Board authorized senior management to continue negotiating with Siemens AG
in order to finalize the proposed merger agreement.

On September 26, 2000, the Board held a further special meeting to review
the status of final negotiations with Siemens AG. At this meeting, Cooley
Godward updated the Board on the changes negotiated to the definitive merger
agreement since the previous day's special meeting of the Board. Also at this
meeting, UBS Warburg rendered to the Board UBS Warburg's oral opinion
(subsequently confirmed by delivery of a written opinion dated September 26,
2000) to the effect that, as of September 26, 2000 and based on and subject to
certain matters stated in its opinion, the $23.00 per Share cash consideration
to be received in the Offer and the Merger by the holders of Shares was fair,
from a financial point of view, to such holders (other than Siemens and its
affiliates). After a full discussion of the matters considered by the Board at
such meeting, the Board unanimously approved the proposed transaction and the
Merger Agreement, authorized the executive officers of Acuson to negotiate any
final changes necessary to the Merger Agreement and related ancillary
documents on behalf of Acuson and determined to recommend to Acuson's
stockholders that they accept the Offer, tender their shares in the Offer and,
if required under the DGCL or Acuson's Certificate of Incorporation or Bylaws,
vote to adopt the Merger Agreement.

On the evening of September 26, 2000, Acuson, Siemens and the Purchaser
executed the Merger Agreement. Acuson and Siemens AG issued separate press
releases announcing the transaction before the opening of trading on the New
York Stock Exchange on September 27, 2000.

On October 5, 2000, the Purchaser commenced the Offer.

Reasons for the Recommendation of the Board of Directors.

In reaching its recommendations described above in this Item 4, the Board of
Directors considered a number of factors, including the following:

1. Strategic Alternatives. The Board's review, with Acuson's management
and legal and financial advisors, of trends in the medical diagnostic
ultrasound and healthcare information technology services and systems
industries and the strategic alternatives available to Acuson, including
Acuson's alternative to remain an independent public company, the
possibility of acquisitions or mergers with other companies in its industry
or complementary industries, as well as the risks and uncertainties
associated with such alternatives. The Board considered comparable
transactions as well as possible alternatives to the Offer and the Merger
involving third parties, the likelihood of consummation of such comparable
and alternative transactions and the risks associated therewith. The Board
also took into consideration the current and historical financial condition
and results of operations of Acuson, as well as the prospects and strategic
objectives of Acuson, including the risks involved in achieving those
prospects and objectives as an independent entity, and the current and
expected conditions in the medical diagnostic ultrasound and healthcare
information technology services and systems industries.

2. Transaction Financial Terms; Premium to Market Price. The relationship
of the Offer Price and the Merger Consideration to the historical market
price of the Shares, Acuson's historical earnings before interest, taxes,
depreciation and amortization ("EBITDA") and other financial performance
measures including applicable multiples. The $23.00 Offer Price and Merger
Consideration represented a 56% premium over the $14.75 closing price of
the Shares on the New York Stock Exchange on September 25, 2000 (the last
trading day prior to the Board meeting at which the Board of Directors
approved the Merger

6
<PAGE>

Agreement). The Board also considered the form of consideration to be paid
to holders of Shares in the Offer and the Merger, and the certainty of
value of such cash consideration compared to stock or other forms of
consideration. The Board was aware that the consideration received by
holders of Shares in the Offer and Merger would be taxable to such holders
for federal income tax purposes.

3. Opinion of UBS Warburg. The opinion of UBS Warburg to the Board as to
the fairness, from a financial point of view and as of the date of such
opinion, of the $23.00 per Share cash consideration to be received in the
Offer and the Merger by the holders of Shares (other than Siemens and its
affiliates). The full text of UBS Warburg's written opinion, dated
September 26, 2000, which sets forth the assumptions made, matters
considered and limitations on the review undertaken, is attached hereto as
Annex A and is incorporated herein by reference. UBS Warburg's opinion is
addressed to the Board, relates only to the fairness, from a financial
point of view, of the $23.00 per Share cash consideration, and does not
constitute a recommendation to any stockholder as to whether or not such
stockholder should tender Shares in the Offer or as to any other matters
relating to the Offer or the Merger. Holders of Shares are urged to read
such opinion carefully in its entirety.

4. Timing of Completion. The anticipated timing of consummation of the
transactions contemplated by the Merger Agreement, including the structure
of the transaction as a cash tender offer for all of the Shares, which
should allow stockholders to receive the transaction consideration earlier
than in an alternative form of transaction, followed by the Merger in which
stockholders will receive the same consideration as received by
stockholders who tender their Shares in the Offer.

5. No Financing Contingency. Neither the Offer nor the Merger is subject
to any financing condition and Siemens has represented that it has
available to it, and will make available to the Purchaser, sufficient funds
to consummate the Offer, the Merger and the transactions contemplated
thereby.

6. Regulatory Matters. The likelihood of obtaining required regulatory
approvals, and the terms of the Merger Agreement regarding the obligations
of both companies to pursue such regulatory approvals.

7. Alternative Transactions. Under the terms of the Merger Agreement,
Acuson is prohibited from soliciting acquisition proposals from any third
parties and from engaging in discussions or negotiations with, or
furnishing non-public information to, a third party who makes a written
acquisition proposal. The Board considered that the terms of the Merger
Agreement permit Acuson to inform itself concerning an unsolicited
acquisition proposal and to recommend any such proposal that is superior to
the Offer and the Merger under certain circumstances. Acuson has been
approached from time to time by other companies, including companies in the
ultrasound industry, concerning a possible strategic relationship.

The foregoing includes the material factors considered by the Board of
Directors. In view of its many considerations, the Board did not find it
practical to, and did not, quantify or otherwise assign relative weights to
the specific factors considered. In addition, individual members of the Board
may have given different weights to the various factors considered. After
weighing all of these considerations, the Board determined to approve the
Merger Agreement and recommend that holders of Shares tender their Shares in
the Offer.

Intent to Tender. To the best knowledge of Acuson, each executive officer,
director, affiliate or subsidiary of Acuson who owns Shares presently intends
to tender in the Offer all Shares that they own of record or beneficially,
other than Shares, if any, that they may have the right to purchase by
exercising stock options and Shares, if any, that if tendered (instead of
being converted into cash in the Merger) would cause them to incur liability
under the short-swing profits provisions of the Securities Exchange Act.

Item 5. Persons/Assets Retained, Employed, Compensated or Used.

Acuson has retained UBS Warburg to act as its exclusive financial advisor in
connection with the Offer and the Merger. Pursuant to the terms of this
engagement, Acuson has agreed to pay UBS Warburg for its financial advisory
services upon completion of the Offer and the Merger an aggregate fee of $4.25
million. Acuson also has agreed to reimburse UBS Warburg for reasonable
expenses incurred by UBS Warburg in performing its

7
<PAGE>

services, including reasonable legal fees and expenses, and to indemnify UBS
Warburg and related parties against certain liabilities, including liabilities
under the federal securities laws, relating to or arising out of its
engagement. In the ordinary course of business, UBS Warburg and its successors
and affiliates may actively trade or hold the securities of Acuson and
affiliates of Siemens for their own accounts or for the accounts of customers
and, accordingly, may at any time hold a long or short position in such
securities.

Neither Acuson nor any person acting on its behalf currently intends to
employ, retain or compensate any person to make solicitations or
recommendations to stockholders on its behalf concerning the Offer.

Item 6. Interest in Securities of the Subject Company.

No transactions in Shares have been effected during the past 60 days by
Acuson or, to the knowledge of Acuson, by any executive officer, director,
affiliate or subsidiary of Acuson, other than exercises by certain executive
officers of stock options granted under Acuson stock option plans, on-going
purchases of Shares under Acuson's Employee Stock Purchase Plan for the
benefit of certain executive officers who participate in such plan, and on-
going transactions in the Acuson stock fund of Acuson's Retirement Savings
Plan (401K) for the benefit of certain executive officers who participate in
such plan.

Item 7. Purposes of the Transaction and Plans or Proposals.

Except as set forth in this Statement, Acuson is not currently undertaking
or engaged in any negotiations in response to the Offer that relate to (1) a
tender offer for or other acquisition of Acuson's securities by Acuson, any
subsidiary of Acuson or any other person; (2) an extraordinary transaction,
such as a merger, reorganization or liquidation, involving Acuson or any
subsidiary of Acuson; (3) a purchase, sale or transfer of a material amount of
assets of Acuson or any subsidiary of Acuson; or (4) any material change in
the present dividend rate or policy, or indebtedness or capitalization of
Acuson.

Except as set forth in this Statement, there are no transactions,
resolutions of the Board of Directors, agreements in principle, or signed
contracts in response to the Offer that relate to one or more of the events
referred to in the preceding paragraph.

Item 8. Additional Information.

Rights Agreement. In 1998, Acuson authorized and declared a dividend
distribution of one preferred stock purchase right for each outstanding share
of common stock to stockholders of record at the close of business on June 8,
1998, and authorized the issuance of one Right with each future share of
common stock issued by Acuson before the Rights become exercisable, or before
the Rights are redeemed by Acuson, or before the Rights expire on June 8,
2008. The Rights will attach to all certificates representing shares of
outstanding common stock of Acuson and will not be exercisable or transferable
apart from the common stock until ten days after another person or group of
persons acquires 15 percent (or in certain circumstances, 20 percent) or more
of Acuson's common stock or commences a tender or exchange offer for at least
15 percent (or in certain circumstances, 20 percent) of Acuson's common stock.
Each Right entitles the holder to purchase from Acuson one one-hundredth of a
share of Series A Preferred Stock (a "Unit") at $120 per Unit, subject to
adjustments for dilutive events. If, after the Rights have been distributed,
either the acquiring party holds 15 percent (or in certain circumstances, 20
percent) or more of Acuson's common stock or Acuson is a party to a merger or
other acquisition transaction (other than a merger or other acquisition
transaction pursuant to a merger or other acquisition agreement approved by
Acuson's Board of Directors), then each Right (other than those held by the
acquiring party) will entitle the holder to receive, upon exercise, that
number of Units or shares of common stock of the surviving company with a
value equal to two times the exercise price of the Right. The Board of
Directors may redeem the Rights, at any time until the tenth day following an
announcement of the acquisition of 15 percent (or in certain circumstances, 20
percent) or more of Acuson's common stock, at $0.01 per Right, payable in
cash, common shares or other consideration. In addition, the Board of
Directors may also, without consent of the holders of the Rights, amend the
terms of the Rights to lower the threshold for exercisability of the Rights.

8
<PAGE>

Acuson and the Rights Agent under the Rights Agreement amended the Rights
Agreement as of September 26, 2000 to provide that neither the Offer nor the
Merger will constitute a "Stock Acquisition Date" or give rise to a
"Distribution Date," in each case, for the purposes of and as defined in the
Rights Agreement, and neither Siemens nor the Purchaser will be considered an
"Acquiring Person" for the purposes of and as defined in the Rights Agreement.

Delaware General Corporation Law. As a Delaware corporation, Acuson is
subject to Section 203 of the DGCL. In general, Section 203 would prevent an
"interested stockholder" (generally defined as a person beneficially owning
15% or more of a corporation's voting stock) from engaging in a "business
combination" (as defined in Section 203) with a Delaware corporation for three
years following the date such person became an interested stockholder unless:
(1) before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination, (2) upon consummation of the transaction which resulted in the
interested stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding, for purposes of
determining the number of shares of outstanding, stock held by directors who
are also officers and by employee stock plans that do not allow plan
participants to determine confidentially whether to tender shares), or (3)
following the transaction in which such person became an interested
stockholder, the business combination is (x) approved by the board of
directors of the corporation and (y) authorized at a meeting of stockholders
by the affirmative vote of the holders of at least 66 2/3% of the outstanding
voting stock of the corporation not owned by the interested stockholder. In
accordance with the provisions of Section 203, the Board of Directors has
approved the Merger Agreement, as described in Item 4 above and, therefore,
the restrictions of Section 203 are inapplicable to the Merger.

United States Antitrust Compliance. Under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and the rules that have
been promulgated thereunder by the Federal Trade Commission (the "FTC"),
certain acquisition transactions may not be consummated unless certain
information has been furnished to the Antitrust Division of the Department of
Justice (the "Antitrust Division") and the FTC and certain waiting period
requirements have been satisfied. The purchase of Shares pursuant to the Offer
is subject to these requirements.

Pursuant to the HSR Act, the Purchaser and Acuson both filed Notification
and Report Forms under the HSR Act with respect to the Offer and Merger with
the Antitrust Division and the FTC on October 3, 2000. The waiting period
applicable to the purchase of Shares pursuant to the Offer would expire at
11:59 p.m., New York City time, on or about October 18, 2000, unless early
termination of the waiting period is granted or the Purchaser receives a
request for additional information or documentary material prior thereto. The
Purchaser and Acuson have requested early termination of the waiting period
pursuant to the HSR Act. There can be no assurance given, however, that the
waiting period will be terminated early. If either the Antitrust Division or
the FTC were to request additional information or documentary material from
the Purchaser, the waiting period would be extended until 11:59 p.m., New York
City time, on the tenth day after substantial compliance by the Purchaser with
such request.

German Antitrust. Under German laws and regulations relating to the
regulation of monopolies and competition, certain acquisition transactions may
not be consummated in Germany unless certain information has been furnished to
the German Federal Cartel Office (the "FCO" or Bundeskartellamt) and certain
waiting period requirements have been satisfied without issuance by the FCO of
an order to refrain. The purchase of the Shares by the Purchaser pursuant to
the Offer and the consummation of the Merger may be subject to such
requirements. Under such laws, the FCO has one month (unless earlier
terminated by the FCO) from the time of filing of such information with the
FCO to clear the Offer and the Merger or to advise the parties of its
intention to investigate the Offer and the Merger in-depth, in which case the
FCO has four months from the date of filing in which to take steps to oppose
the Offer and the Merger. According to the German law against restraints of
competition, the purchase of the Shares pursuant to the Offer may not be
consummated before the end of the one-month period, and, provided that the FCO
has informed the parties about the initiation of an in-depth review

9
<PAGE>

within such period, before the end of the four-month period or its agreed-upon
extension, unless the FCO has given its clearance to the transaction in
writing before the end of such periods. In the course of its reviews, the FCO
will examine whether the proposed acquisition of the Shares by the Purchaser
pursuant to the Offer would create a dominant market position or strengthen an
already-existing dominant position in Germany. If the FCO makes such a
finding, it will act to prohibit the transaction. While Acuson does not
believe that there is any basis for the FCO to investigate the Offer and the
Merger in-depth, there can be no assurance that the FCO will not investigate
or oppose the transactions or that the FCO will not extend the waiting period.
Siemens AG filed the information with the FCO on September 29, 2000. Siemens
AG and Siemens currently expect to obtain the requisite clearance by the FCO
prior to the expiration date of the Offer. In the event that such clearance is
not obtained prior to the expiration date of the Offer, the Offer may be
extended until March 31, 2001.

Other Filings. Siemens and Acuson each conduct operations in a number of
foreign countries, and filings may have to be made with foreign governments
under their pre-merger notification statutes. The filing requirements of
various nations are being analyzed by the parties and, where necessary, the
parties intend to make such filings.

Section 14(f) Information. The Purchaser's Designation of Persons to be
Elected to the Board of Directors. The Information Statement attached as Annex
B to this Statement is being furnished in connection with the possible
designation by Siemens, pursuant to the terms of the Merger Agreement, of
certain persons to be elected to the Board of Directors other than at a
meeting of Acuson's stockholders.

Item 9. Material to be Filed as Exhibits.

The following Exhibits are filed herewith:

<TABLE>
<CAPTION>
Exhibit
No Description
------- -----------
<C> <S>
(a)(1) Letter to Stockholders of Acuson, dated October 5, 2000.*
(a)(2) Opinion of UBS Warburg LLC, dated September 26, 2000 (included as
Annex A to the Statement).*
(a)(3) Press Release issued by Acuson (incorporated by reference to Exhibit
99.1 to Acuson's Current Report on Form 8-K filed on October 2, 2000).
(a)(4) Offer to Purchase dated October 5, 2000 (incorporated by reference to
Exhibit (a)(1) to the Schedule TO of the Purchaser filed on October 5,
2000).
(e)(1) Agreement and Plan of Merger, dated as of September 26, 2000, among
Siemens, the Purchaser and Acuson (incorporated by reference to
Exhibit (d)(1) to the Schedule TO of the Purchaser filed on October 5,
2000).
(e)(2) The Information Statement of Acuson dated October 5, 2000 (included as
Annex B to the Statement).*
(e)(3) Form of Change in Control Agreement for Certain Executive Officers of
Acuson (incorporated by reference to Exhibit 10.30 to Acuson's Form
10-K filed on March 29, 1999).
(e)(4) Amendment No. 1 to the Amended and Restated Rights Agreement, dated as
of September 26, 2000 (incorporated by reference to Exhibit 4.1 to
Acuson's Current Report on Form 8-K filed on October 2, 2000).
</TABLE>
--------
* Included with the Statement mailed to stockholders.

10
<PAGE>

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.

ACUSON CORPORATION

/s/ Robert J. Gallagher
By: _________________________________
Robert J. Gallagher
President and Chief Operating
Officer

Dated: October 5, 2000

11
<PAGE>

ANNEX A

[LETTERHEAD OF UBS WARBURG LLC]

September 26, 2000

The Board of Directors
Acuson Corporation
1220 Charleston Road
Mountain View, California 94039-7393

Dear Members of the Board:

We understand that Acuson Corporation ("Acuson") is considering a
transaction whereby (i) Sigma Acquisition Corp. ("Sub"), a wholly owned
subsidiary of Siemens Corporation ("Siemens"), will commence a tender offer to
purchase all outstanding shares of the common stock, par value $0.0001 per
share, of Acuson ("Acuson Common Stock" and, such tender offer, the "Tender
Offer") at a purchase price of $23.00 per share, net to the seller in cash
(the "Cash Consideration") and (ii) subsequent to the Tender Offer, Sub will
be merged with and into Acuson (the "Merger" and, together with the Tender
Offer, the "Transaction") pursuant to which each outstanding share of Acuson
Common Stock not previously tendered will be converted into the right to
receive the Cash Consideration. The terms and conditions of the Transaction
are more fully set forth in the Agreement and Plan of Merger, dated as of
September 26, 2000, by and among Siemens, Sub and Acuson (the "Agreement").

You have requested our opinion as to the fairness, from a financial point of
view, of the Cash Consideration to be received in the Transaction by the
holders of Acuson Common Stock (other than Siemens and its affiliates).

UBS Warburg LLC ("UBSW") has acted as financial advisor to Acuson in
connection with the Transaction and will receive a fee for its services, a
significant portion of which is contingent upon the consummation of the
Transaction and a portion of which is payable upon delivery of this opinion.
In the ordinary course of business, UBSW, its successors and affiliates may
trade securities of Acuson and affiliates of Siemens for their own accounts
and accounts of customers and, accordingly, may at any time hold a long or
short position in such securities.

Our opinion does not address Acuson's underlying business decision to effect
the Transaction or constitute a recommendation to any stockholder of Acuson as
to whether such stockholder should tender shares of Acuson Common Stock in the
Tender Offer or as to how such stockholder should vote on any matters relating
to the Transaction. At your direction, we have not been asked to, nor do we,
offer any opinion as to the material terms of the Agreement or the obligations
thereunder, or the form of the Transaction. In rendering this opinion, we have
assumed, with your consent, that each of Acuson, Siemens and Sub will comply
with all material covenants and agreements set forth in, and other material
terms of, the Agreement and that the Transaction will be validly consummated
in accordance with its terms. We also have assumed, with your consent, that in
the course of obtaining the necessary regulatory or third party approvals for
the Transaction, no limitations, restrictions or conditions will be imposed
that would have a material adverse effect on the Transaction.

In arriving at our opinion, we have, among other things: (i) reviewed
current and historical market prices and trading volumes of Acuson Common
Stock; (ii) reviewed certain publicly available business and historical
financial information relating to Acuson; (iii) reviewed certain internal
financial information and other data relating to the businesses and financial
prospects of Acuson, including estimates and financial forecasts prepared by
the management of Acuson, that were provided to or discussed with us by Acuson
and are not publicly available; (iv) conducted discussions with members of the
senior management of Acuson; (v) reviewed publicly available financial and
stock market data with respect to certain companies in lines of business we
believe to be generally comparable to those of Acuson; (vi) compared the
financial terms of the Transaction with the publicly available financial terms
of certain other transactions which we believe to be generally relevant; (vii)
reviewed the Agreement; and (viii) conducted such other financial studies,
analyses, and investigations, and considered such other information as we
deemed necessary or appropriate.

A-1
<PAGE>

The Board of Directors
Acuson Corporation
September 26, 2000
Page 2

In connection with our review, with your consent, we have not assumed any
responsibility for independent verification of any of the information provided
to or reviewed by us for the purpose of this opinion and have, with your
consent, relied on its being complete and accurate in all material respects.
In addition, at your direction, we have not made any independent evaluation or
appraisal of any of the assets or liabilities (contingent or otherwise) of
Acuson, nor have we been furnished with any such evaluation or appraisal. With
respect to the financial forecasts and estimates referred to above, we have
assumed, at your direction, that they have been reasonably prepared on a basis
reflecting the best currently available estimates and judgments of the
management of Acuson. In connection with our engagement, we were not requested
to, and we did not, solicit third party indications of interest in the
acquisition of all or a part of Acuson. Our opinion is necessarily based on
economic, monetary, market and other conditions as in effect on, and the
information made available to us as of, the date of this letter.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Cash Consideration to be received in the Transaction by the
holders of Acuson Common Stock is fair, from a financial point of view, to
such holders (other than Siemens and its affiliates).

Very truly yours,

/s/ UBS Warburg LLC
UBS WARBURG LLC

A-2
<PAGE>

EXHIBIT e(2)

ANNEX B

ACUSON CORPORATION

OCTOBER 5, 2000

----------------

INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

----------------

No Vote or Other Action of Acuson Corporation's Stockholders is Required in
Connection with This Information Statement.

No Proxies are Being Solicited and You Are Requested Not to Send a Proxy to
Acuson Corporation.

----------------

GENERAL

This Information Statement is being mailed on or about October 6, 2000 as
part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the
"Statement") of Acuson Corporation ("Acuson"). You are receiving this
Information Statement in connection with the possible election of persons
designated by Sigma Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Siemens Corporation, a Delaware
Corporation ("Siemens"), to a majority of the seats on the Board of Directors
(the "Board of Directors" or the "Board") of Acuson. On September 26, 2000,
Acuson entered into an Agreement and Plan of Merger (the "Merger Agreement")
with the Purchaser and Siemens, pursuant to which the Purchaser is required to
commence a tender offer to purchase all outstanding shares of Common Stock,
par value $0.0001 per share, of Acuson (the "Common Stock") and the associated
preferred stock purchase rights (the shares of Common Stock and any associated
preferred stock purchase rights are referred to in this Statement as the
"Shares"), at a price per Share of $23.00, net to the seller in cash (the
"Offer Price"), upon the terms and conditions set forth in the Purchaser's
Offer to Purchase, dated October 5, 2000, and in the related Letter of
Transmittal (which, together with any amendments and supplements thereto,
collectively constitute the "Offer"). Copies of the Offer to Purchase and the
Letter of Transmittal have been mailed to stockholders of Acuson and are filed
as Exhibits (a)(1) and (a)(2) respectively, to the Tender Offer Statement on
Schedule TO (as amended from time to time, the "Schedule TO") filed by Siemens
and the Purchaser with the Securities and Exchange Commission (the
"Commission") on October 5, 2000.

The Merger Agreement provides that, subject to the satisfaction or waiver of
certain conditions, following completion of the Offer, and in accordance with
the General Corporation Law of the State of Delaware (the "DGCL"), the
Purchaser will be merged with and into Acuson (the "Merger"). Following
consummation of the Merger, Acuson will continue as the surviving corporation
and will be a wholly-owned subsidiary of Siemens. At the effective time of the
Merger (the "Effective Time"), each issued and outstanding Share (other than
Shares that are owned by Siemens, the Purchaser, any of their respective
subsidiaries, Acuson or any of its subsidiaries, and Shares held by
stockholders of Acuson who did not vote in favor of the Merger Agreement and
who comply with all of the relevant provisions of Section 262 of the DGCL)
will be converted into the right to receive $23.00 in cash or any greater
amount per Share paid pursuant to the Offer.

The Offer, the Merger, and the Merger Agreement are more fully described in
the Statement to which this Information Statement is attached as Annex B,
which was filed by Acuson with the Commission on October 5, 2000 and which is
being mailed to stockholders of Acuson along with this Information Statement.

B-1
<PAGE>

This Information Statement is being mailed to you in accordance with Section
14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14f-1 promulgated thereunder. The information set forth herein
supplements certain information set forth in the Statement. Information set
forth herein related to Siemens, the Purchaser or the Purchaser Designees (as
defined herein) has been provided by Siemens. You are urged to read this
Information Statement carefully. You are not, however, required to take any
action in connection with the matters set forth herein.

VOTING SECURITIES OF ACUSON

The Common Stock is the only class of equity securities of Acuson
outstanding which is entitled to vote at a meeting of the stockholders of
Acuson. As of the close of business on September 22, 2000, there were
27,753,671 outstanding shares of Common Stock, of which Siemens and the
Purchaser own no shares as of the date hereof.

DESIGNATION OF DIRECTORS BY PURCHASER

The Merger Agreement provides that immediately upon the acceptance for
payment of and payment for shares of the Common Stock by the Purchaser or any
of its affiliates pursuant to the Offer, the Purchaser shall be entitled to
designate such number of directors as determined by Siemens (the "Purchaser
Designees"), rounded up to the next whole number, for election or appointment
to the Board of Directors of Acuson as will give the Purchaser, subject to
compliance with Section 14(f) of the Exchange Act, representation on the Board
of Directors of Acuson equal to the product of (i) the total number of
directors on the Board of Directors of Acuson (giving effect to the increase
in size of such Board pursuant to this paragraph) and (ii) the percentage that
the number of shares of the Common Stock beneficially owned by the Purchaser
and its affiliates (including shares of Common Stock so accepted for payment
and purchased) bears to the number of shares of Common Stock then outstanding.
In furtherance thereof, concurrently with such acceptance for payment and
payment for such shares of Common Stock, Acuson shall, upon request of Parent
or the Purchaser and in compliance with Section 14(f) of the Exchange Act and
Rule 14f-1 promulgated thereunder, promptly increase the size of its Board of
Directors by such number as is necessary to enable the Purchaser Designees to
be so elected or appointed to Acuson's Board of Directors, and, subject to
applicable law, Acuson shall take all reasonable actions available to Acuson
to cause such designees of the Purchaser to be so elected or appointed. The
Merger Agreement provides that at such time, Acuson will, if requested by
Parent or the Purchaser and subject to applicable law, also take all
reasonable action necessary to cause persons designated by the Purchaser to
constitute at least the same percentage (rounded up to the next whole number)
as is on Acuson's Board of Directors of (i) each committee of Acuson's Board
of Directors, (ii) each board of directors (or similar body) of each
subsidiary of Acuson and (iii) each committee (or similar body) of each such
board.

Notwithstanding the foregoing, if Shares are purchased pursuant to the
Offer, there will be until the Effective Time at least two members of the
Board who were directors on the date of the Merger Agreement and who are not
employees of Acuson.

It is expected that the Purchaser Designees will assume office promptly
following the purchase by Purchaser of any Shares pursuant to the terms of the
Offer, which purchase cannot be earlier than November 3, 2000, and that, upon
assuming office, the Purchaser Designees together with the continuing
directors of Acuson will thereafter constitute the entire Board.

As of the date of this Information Statement, the Purchaser has not
determined who will be the Purchaser Designees. However, the Purchaser
Designees will be selected from among the persons listed in Schedule I
attached hereto. Schedule I also includes certain information with respect to
each such person. Each of the persons listed in Schedule I has consented to
serve as a director of Acuson if appointed or elected. None of such persons
currently is a director of, or holds any positions with, Acuson. Siemens and
the Purchaser have advised

B-2
<PAGE>

Acuson that, to the best of their knowledge, none of the persons listed on
Schedule I or any of their affiliates beneficially owns any equity securities
or rights to acquire any such securities of Acuson, nor has any such person
been involved in any transaction with Acuson or any of its directors, executive
officers or affiliates that is required to be disclosed pursuant to the rules
and regulations of the Commission other than with respect to transactions
between Siemens, the Purchaser and Acuson that have been described in the
Schedule TO or the Statement.

MEMBERS OF THE BOARD OF DIRECTORS OF ACUSON

The following table sets forth the name, age, position(s) with Acuson,
principal occupation(s) for the past five years, and other directorships of the
directors of Acuson as of December 31, 1999:

<TABLE>
<CAPTION>
Name and Position Age Principal Occupation and Business Experience
----------------- --- --------------------------------------------
<C> <C> <S>
Samuel H. Maslak........... 51 Samuel H. Maslak co-founded Acuson in
Chairman of the Board September 1981 and has served as Chief
and Chief Executive Executive Officer and a director since that
Officer date. He served as President of Acuson from
September 1981 until May 1995. He was
appointed Chairman of the Board in May 1995.

Albert L. Greene........... 50 Albert L. Greene, a director since March 1995,
is the President, Chief Executive Officer and
co-founder of HealthCentral.com, a web-based
software and information services company. Mr.
Greene served from 1990 to 1998 as Chief
Executive Officer of Sutter Health East Bay,
Alta Bates Health Systems and Alta Bates
Medical Center in Berkeley, California. He was
Chair of the California Healthcare Association
in 1998. Mr. Greene is also a director of
Quadramed Corporation, a healthcare technology
and solutions provider, and Lumisys Inc., a
manufacturer of digital imaging systems.

Karl H. Johannsmeier....... 71 Karl H. Johannsmeier served as a director of
Acuson from September 1981 to May 1994 and has
also served as a director from March 1995 to
the present. He founded Optimetrix
Corporation, a semiconductor processing
equipment company, where he served as
President and Chief Executive Officer from
1976 to 1981 and as Chairman of the Board of
Directors from 1976 to 1984. Optimetrix
Corporation was acquired by Eaton Corporation
in 1982. Mr. Johannsmeier has been a private
investor over the last twenty years.

William J. Mercer.......... 51 William J. Mercer, a director since June 1999,
is the founder and CEO of Avocet Ventures,
LLC, a private equity investment firm
specializing in strategic investments in the
healthcare and technology sectors. Prior to
his current position and since 1995, Mr.
Mercer was a director, President and Chief
Executive Officer of ALARIS Medical, Inc., a
publicly traded holding company, and its
wholly owned subsidiary, ALARIS Medical
Systems, Inc. ALARIS is a global company
specializing in the design, manufacture and
marketing of intravenous infusion therapy
products, patient monitoring equipment, and
cardiac monitoring devices.
</TABLE>

B-3
<PAGE>

EXECUTIVE OFFICERS OF ACUSON

The following table sets forth the name, age and position held of each of
Acuson's current executive officers as of December 31, 1999:

Robert J. Gallagher........ 56 Robert J. Gallagher joined Acuson in January
President and 1983 as Vice President, Finance and Chief
Chief Operating Officer Financial Officer. Mr. Gallagher became
Executive Vice President in March 1991, Chief
Operating Officer in January 1994 and was a
director of Acuson from May 1994 until June
1999. He served as President of Acuson from
May 1995 until November 1997. He retired as
Chief Operating Officer in March 1999 and as
Vice Chairman in June 1999 and became Senior
Vice President. Upon the resignation of Daniel
R. Dugan as President effective March 1, 2000,
Mr. Gallagher became interim President and
Chief Operating Officer. Mr. Gallagher is also
a director of Celeritek, Inc., a manufacturer
of integrated circuits and high-frequency
radio transceiver subsystems, and Lumisys,
Inc., a manufacturer of digital imaging
systems.

Barry Zwarenstein.......... 51 Barry Zwarenstein joined Acuson in October
Vice President and 1998 as Vice President, Chief Financial
Chief Financial Officer Officer. Prior to joining Acuson, Mr.
Zwarenstein served as Chief Financial Officer,
FMC Europe from 1992 to 1996 and as Senior
Vice President, Finance & Business Development
and Chief Financial Officer from 1996 to 1998
for Logitech, S.A., a designer, manufacturer,
and marketer of computer interface devices.

Edward P. Cornell.......... 55 Edward P. Cornell joined Acuson in September
Senior Vice President, 1997 as Vice President, Engineering and was
Engineering promoted to Senior Vice President, Engineering
in November 1997. From 1990 to 1997, Mr.
Cornell was Vice President of Engineering and
Product Development for Pitney Bowes, Inc., in
Stamford, CT, a provider of mailing, postage
meters, reprographic and facsimile equipment
and related services.

Rick E. Smith.............. 53 Rick E. Smith joined Acuson in 1992 as
Senior Vice President, Director of Sales, General Imaging and was
Worldwide Sales and promoted to Vice President, General Imaging
Marketing Business Unit in 1995 and Vice President,
North America Business Operations in June
1998. He became Senior Vice President,
Worldwide Sales and Marketing in March 1999.

Bradford C. Anker.......... 54 Bradford C. Anker joined Acuson in December
Vice President, 1983 and has served as Vice President,
Manufacturing Manufacturing since that date.
</TABLE>

B-4
<PAGE>

<TABLE>
<CAPTION>
Principal Occupation and Business
Name and Position Age Experience
----------------- --- ---------------------------------
<C> <C> <S>
Charles H. Dearborn................... 47 Charles H. Dearborn joined
Vice President, Human Acuson in October 1988 and has
Resources and Legal served as General Counsel since
Affairs, General Counsel and that date. He was elected
Secretary Secretary of Acuson in February
1991 and Vice President in
February 1995. He was appointed
Vice President, Human Resources
and Legal Affairs of Acuson in
June 1997.

L. Thomas Morse....................... 56 L. Thomas Morse joined Acuson in
Vice President, July 1983 and has served as
Corporate Controller Corporate Controller since that
date. He was elected an officer
of Acuson in March 1989 and Vice
President, Corporate Controller
of Acuson in February 1991.

Lourens Steger........................ 45 Lourens Steger joined Acuson in
Vice President, 1997 and was elected Vice
Global Customer Service President of Acuson's Global
Business Operations Customer Service Business
Operations, Service
Sales/Marketing and Order
Management in May 2000.
</TABLE>

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has three standing committees: the Compensation
Committee, the Audit Committee and the Non-Officer Stock Option Administration
Committee. The Board does not have a nominating committee.

The Compensation Committee was established in February 1993 to determine
compensation to be paid to Acuson's executive officers and to administer
Acuson's stock plans generally. The current members of the Compensation
Committee are Messrs. Greene, Johannsmeier and Mercer.

The Audit Committee was established in October 1986 to recommend engagement
of Acuson's independent public accountants, to approve services performed by
such accountants and to review, in consultation with the independent public
accountants, Acuson's accounting system and system of internal controls. The
current members of the Audit Committee are Messrs. Greene and Mercer.

The Non-Officer Stock Option Administration Committee was established in
July 1987 to administer Acuson's stock option plans only for non-officer
employees of Acuson. Its member is Dr. Maslak.

During the fiscal year ended December 31, 1999, the Board of Directors held
eight meetings, the Compensation Committee held three meetings and the Audit
Committee held five meetings. The Non-Officer Stock Option Administration
Committee acted solely by unanimous written consent in accordance with
Acuson's Bylaws and Delaware law. Each director attended at least 75% of the
aggregate of all meetings of the Board of Directors and of the committees, if
any, upon which such director served.

DIRECTOR COMPENSATION

During 1999, each non-employee director received an annual fee of $26,000 in
connection with his service as a member of the Board of Directors of Acuson
and was reimbursed for all travel expenses incurred in attending meetings of
the Board. Pursuant to Acuson's 1995 Stock Incentive Plan, each non-employee
director who was elected at the 1999 Annual Meeting was granted an option on
June 8, 1999, to purchase 7,500 shares of Acuson's Common Stock at an exercise
price equal to the then fair market value of $15.25 per share.

B-5
<PAGE>

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of Acuson's Common Stock as of September 15, 2000, by (i) all those
known by Acuson to be beneficial owners of more than five percent (5%) of its
Common Stock; (ii) all directors; (iii) the executive officers of Acuson
included in the Summary Compensation Table set forth under the caption
"Compensation of Directors and Executive Officers" below (excluding a former
officer) and (iv) all executive officers and directors of Acuson as of
September 15, 2000 as a group. Except as noted below, each of the individuals
listed below may be reached at 1220 Charleston Road, Mountain View, California
94039-7393. Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
beneficially owned by them.

<TABLE>
<CAPTION>
Beneficial
Ownership(/1/)
-----------------------
Beneficial Owner Shares Percent
---------------- --------- -------
<S> <C> <C>
State of Wisconsin Investment Board.............. 1,656,800(/2/) 5.94%
PO Box 7842
Madison, WI 53707
Karl H. Johannsmeier............................. 5,217,442(/3/) 18.68%
Samuel H. Maslak................................. 2,268,787(/4/) 7.96%
Robert J. Gallagher.............................. 521,978(/5/) 1.85%
Barry Zwarenstein................................ 53,232(/6/) *
Rick E. Smith.................................... 80,591(/7/) *
Albert L. Greene................................. 39,519(/8/) *
Edward P. Cornell................................ 50,000(/9/) *
William J. Mercer................................ 14,519(/10/) *
--------- -----
All Executive Officers and Directors as a group
(12 persons).................................... 8,775,642(/11/) 29.48%
</TABLE>
--------
*Less than 1%
(1) Beneficial ownership includes all unissued shares of Common Stock subject
to options exercisable within 60 days of September 15, 2000, which are
deemed to be outstanding for the purpose of computing the percentage of
Common Stock owned by the person holding such options but are not deemed
outstanding for computing the percentage of any other person pursuant to
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
The number of shares of Common Stock issued and outstanding on September
15, 2000 was 27,743,648.
(2) Based solely on information contained in a statement on Schedule 13G
filed by such stockholder with the Securities and Exchange Commission on
February 10, 2000.
(3) Includes 39,019 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000. Also includes 40,000
shares for which Mr. Johannsmeier disclaims beneficial ownership.
(4) Includes 770,972 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000 and 60 shares held in
Dr. Maslak's 401(k) plan account. Also includes 4,030 shares for which
Dr. Maslak disclaims beneficial ownership.
(5) Includes 457,827 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000 and 60 shares held in
Mr. Gallagher's 401(k) plan account.
(6) Includes 50,000 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000.
(7) Includes 79,129 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000 and 60 shares held in
Mr. Smith's 401(k) plan account.
(8) Includes 39,019 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000.

B-6
<PAGE>

(9) Includes 50,000 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000.
(10) Includes 11,519 unissued shares of Common Stock subject to options
exercisable within 60 days of September 15, 2000.
(11) Includes 44,030 shares as to which beneficial ownership is disclaimed by
certain executive officers of Acuson and 419 shares held in certain
executive officers' 401(k) plan accounts. Also includes 2,019,468
unissued shares of Common Stock subject to options exercisable within 60
days of September 15, 2000.

EXECUTIVE COMPENSATION

In order to provide Acuson's stockholders with a concise and comprehensive
overview of compensation awarded, earned or paid to Acuson's executive
officers named in this Information Statement, several tables and narrative
descriptions have been prepared, detailing this information.

The Summary Compensation Table, and its accompanying explanatory footnotes,
includes individual annual and long-term compensation information received by
(i) Acuson's Chief Executive Officer; (ii) the four other most highly paid
executive officers serving as executive officers during 1999; and (iii) one
former executive officer of Acuson, for services rendered in all capacities
during the years ended December 31, 1999, December 31, 1998, and December 31,
1997.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------
Annual Compensation
Name and ----------------------- Awards/ All Other
Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)
------------------ ---- ---------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Samuel H. Maslak....... 1999 $666,442 $ 0 400,000 $ 1,000(1)
Chairman and Chief
Executive Officer 1998 $725,000 $ 0 100,000 $ 1,000(1)
1997 $725,000 $145,000 0 $ 1,000(1)
Robert J. Gallagher.... 1999 $404,308 $ 25,000 75,000 $ 1,000(1)
President and Chief 1998 $450,000 $ 0 50,000 $ 1,000(1)
Operating Officer(2)
1997 $450,000 $ 90,000 0 $ 1,000(1)
Daniel R. Dugan........ 1999 $413,654 $ 0 100,000 $ 1,000(1)
Former President(2) 1998 $450,000 $ 0 0 $35,424(3)(4)
1997 $385,794 $ 77,600 100,000 $58,097(3)(5)
Edward P. Cornell...... 1999 $319,731 $ 73,100(6) 25,000 $76,026(7)
Senior Vice President,
Engineering 1998 $340,000 $ 22,100 0 $79,332(8)
1997(9) $ 98,750 $ 0 75,000 $55,568(10)
Barry Zwarenstein...... 1999 $300,000 $ 75,000 0 $ 1,000(1)
Vice President and 1998 $ 17,309(11) $ 0 125,000 $ 0
Chief Financial
Officer
Rick E. Smith.......... 1999 $279,035 $171,008(12) 50,000 $ 1,000(1)
Senior Vice President, 1998 $200,323 $113,482(13) 0 $ 1,000(1)
World-Wide
Field Operations 1997 $202,453 $ 95,149 0 $ 1,000(1)
</TABLE>

(1) Consisting of an employer contribution of $750 in cash and $250 in shares
of Acuson Common Stock to each employee's 401(k) plan account.
(2) Mr. Dugan resigned from Acuson effective March 1, 2000. Mr. Gallagher was
appointed President and Chief Operating Officer of Acuson on an interim
basis effective that same date.

B-7
<PAGE>

(3) In connection with Mr. Dugan's relocation to the San Francisco Bay Area
in August 1991, Acuson loaned Mr. Dugan $400,000 to assist him in the
purchase of a home. The loan was secured by Mr. Dugan's residence. The
loan was interest free and was fully forgiven on a daily basis which
commenced on August 8, 1991. The loan was forgiven in full on August 8,
1998.
(4) Consisting of an employer contribution of $750 in cash and $250 in shares
of Acuson Common Stock to Mr. Dugan's 401(k) plan account and partial
forgiveness of a loan from Acuson in the amount of $34,424. See note 3
above.
(5) Consisting of an employer contribution of $750 in cash and $250 in shares
of Acuson Common Stock to Mr. Dugan's 401(k) plan account and partial
forgiveness of a loan from Acuson in the amount of $57,097. See note 3
above.
(6) Consisting of management incentive bonuses of $42,500 paid in April 1999
for the period April 1998 through March 1999, and $30,600 paid in
November 1999 for the period April 1999 through October 1999.
(7) Consisting of partial forgiveness of a loan from Acuson. See "Certain
Relationships and Owner Transactions" for a description of such loan.
(8) Consisting of a housing allowance of $8,000 and partial forgiveness of a
loan from Acuson in the amount of $76,026. See "Certain Relationships and
Other Transactions" for a description of such loan.
(9) Mr. Cornell joined Acuson in September 1997.
(10) Consisting of a $2,000 housing allowance, a relocation bonus of $35,000
and relocation expenses of $18,568.
(11) Mr. Zwarenstein joined Acuson in October 1998.
(12) Consisting of a management incentive bonus of $9,000 paid in April 1999
for the period October 1998 through March 1999, a management incentive
bonus of $13,500 paid in November 1999 for the period April 1999 through
October 1999, and $148,508 in sales commissions.
(13) Consisting of a management incentive bonus of $15,000 paid in October and
November 1998 for the period April 1998 through September 1998, and
$98,482 in commissions and other bonuses.

Options Granted To Executive Officers

The following summary table details for the named executive officers stock
options granted in 1999 and the potential realizable values for the respective
options granted based on assumed rates of annual compound stock appreciation
of 5% and 10% computed from the date the options were granted over the full
option term.
<TABLE>
<CAPTION>
% of Total Potential Realizable Value at
Options Assumed Rates of Stock Price
Granted to Market Appreciation for Option
Name Options Employees Price on Term(1)
---- Granted in Fiscal Exercise Date of Expiration ------------------------------
(#) Year Price/Share Grant Date 0% 5% 10%
------- ---------- ----------- -------- ---------- -------- ---------- ---------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Samuel H. Maslak........ 100,000(2) 5.51% $14.94 $14.94 2/19/09 0 $ 939,411 $2,380,653
300,000(3) 16.53% $14.94 $14.94 2/19/09 0 $2,818,234 $7,141,958

Robert J. Gallagher..... 75,000(3) 4.13% $14.94 $14.94 2/19/09 0 $ 704,559 $1,785,490

33,334(4) 1.84% $ 5.94 $14.94 3/1/00 $300,006 $ 325,672 $ 351,374
Daniel R. Dugan......... 66,666(5) 1.84% $ 5.94 $14.94 3/1/00 $599,994 $ 651,324 $ 702,727

Edward P. Cornell....... 25,000(2) 1.38% $14.94 $14.94 2/19/09 0 $ 234,853 $ 595,163

Rick E. Smith........... 50,000(2) 2.75% $14.94 $14.94 2/19/09 0 $ 469,706 $1,190,326

Barry Zwarenstein....... -- -- -- -- -- -- -- --
</TABLE>
--------
(1) The dollar amounts under these columns are the result of calculations at
the 0%, 5% and 10% annual rates of stock appreciation prescribed by the
Securities and Exchange Commission and are not intended to forecast
possible future appreciation, if any, of Acuson's stock price. Assuming 5%
and 10% compounded annual appreciation of the stock price over the term of
the option, the price of a share of Common Stock underlying the options
issued February 19, 1999 (a) with an exercise price of $14.94 would be
$24.33 and

B-8
<PAGE>

$38.74, respectively, on February 19, 2009 and (b) with an exercise price
of $5.94 would be, on March 1, 2000 (the date these options expired),
$15.71 and $16.49, respectively. The closing sale price of Acuson Common
Stock on the New York Stock Exchange on December 31, 1999 was $12.56.
(2) Granted at fair market value on the date of grant under Acuson's 1995
Stock Incentive Plan; vesting over four years with 20% of the shares
vesting on each of the first and second anniversaries of the grant date
and 30% of the shares vesting on each of the third and fourth
anniversaries of the grant date. Vesting may be accelerated at the
discretion of the Board of Directors. Subject to certain exceptions and
conditions, in the event that a person or entity acquires more than 20% of
Acuson's then outstanding Common Stock without the approval of the Board
of Directors, vesting of outstanding options is automatically accelerated.
(3) Granted at fair market value on the date of grant under Acuson's 1995
Stock Incentive Plan; full vesting on the first anniversary of the grant
date. Vesting may be accelerated at the discretion of the Board of
Directors. Subject to certain exceptions and conditions, in the event that
a person or entity acquires more than 20% of Acuson's then outstanding
Common Stock without the approval of the Board of Directors, vesting of
outstanding options is automatically accelerated.
(4) Granted at $9.00 less than fair market value on the date of grant; the
option was immediately exercisable subject to a repurchase right on the
part of Acuson which would have lapsed upon the earlier of the fifth
anniversary of the grant date or any year that Acuson met certain earnings
per share targets. The repurchase price would have been the lower of
$10.45 and the fair market value of the shares on the date immediately
prior to the day of repurchase.
(5) Granted at $9.00 less than fair market value on the date of grant; the
option was immediately exercisable subject to a repurchase right on the
part of Acuson which would have lapsed upon the earlier of the fifth
anniversary of the grant date or any year that Acuson met certain earnings
per share targets, but no earlier than one year after the repurchase right
for the option for 33,334 shares granted to Mr. Dugan described above
expired. The repurchase price would have been $5.94, the exercise price of
the option.The following summary table details stock option exercises for
the named executive officers during 1999, including the aggregate value of
gains on the date of exercise. In addition, this table includes the number
of shares covered by both exercisable and unexercisable stock options as
of December 31, 1999. Also reported are the values for "in-the-money"
options which represent the positive spread between the exercise price of
any such existing stock options and the year-end fair market value of
Acuson's Common Stock.

Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values

The following summary table details stock option exercises for the named
executive officers during 1999, including the aggregate value of gains on the
date of exercise. In addition, this table includes the number of shares
covered by both exercisable and unexercisable stock options as of December 31,
1999. Also reported are the values for "in-the-money" options which represent
the positive spread between the exercise price of any such existing stock
options and the year-end fair market value of Acuson's Common Stock.

<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised at FY-End ($)
Acquired on Value Options at FY-End (#) Exercisable/
Name Exercise(#) Realized($) Exercisable/Unexercisable Unexercisable(1)
---- ----------- ----------- ------------------------- --------------------
<S> <C> <C> <C> <C>
Samuel H. Maslak........ -- -- 473,508/503,267 $392,905
Robert J. Gallagher..... -- -- 282,273/134,956 $226,131
Daniel R. Dugan......... -- -- 399,735/ 83,305 $731,447
Edward P. Cornell....... -- -- 30,000/ 70,000 $ 0
Rick E. Smith........... -- -- 55,647/ 84,353 $ 13,505
Barry Zwarenstein....... -- -- 25,000/100,000 $ 0
</TABLE>
--------
(1) Value per share is defined as the market price of Acuson Common Stock at
year end minus the per share exercise price of the option. The closing
sale price of Acuson Common Stock on the New York Stock Exchange on
December 31, 1999 was $12.56.

B-9
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Acuson believes that compensation of Acuson's key executives should be
sufficient to attract and retain highly qualified personnel in the competitive
Silicon Valley area, and should also provide meaningful incentives for
measurably superior performance. Acuson seeks to reward achievement of long-
and short-term performance goals measured by successful development of new
products, sales volume, meeting or exceeding financial targets and other
factors. In addition, Acuson's performance is considered on an absolute basis
and in comparison to other ultrasound companies in the United States and other
high technology companies in the San Francisco Bay Area in determining
executive remuneration.

Acuson's executive compensation generally consists of a base salary, a cash
bonus and long-term incentive compensation in the form of stock options.
Salaries for Acuson's executive officers, other than for the Chief Executive
Officer, are recommended by Dr. Maslak, the Chief Executive Officer, and
reviewed and approved by the Compensation Committee of the Board of Directors.
In determining his recommendations for salaries of executive officers, Dr.
Maslak generally does not employ a formulaic approach or assign a
predetermined weight to any specific objective or subjective criteria. Rather,
he relies on a number of factors he deems important in making his
recommendations. These factors include the performance of the executive over
the past year, his view of the value of the executive's position at Acuson and
the importance of the output of the functional area managed by the executive,
both on an absolute basis and on a relative basis in comparison to the
challenges facing that functional area and the results achieved, as well as
his view of Acuson's performance and the ultrasound market in general. He also
reviews publicly available executive compensation surveys chosen for their
reputability and relevance to Acuson in terms of geographic area and size of
companies surveyed and on a study of executive compensation in publicly-held
high technology companies, including competitors and neighboring companies in
the San Francisco Bay Area. The overall officer cash compensation structure is
designed so that, in general, a combination of base salary and the appropriate
target bonus is aimed to pay officers at approximately the 75th percentile,
based on the survey data. However, the compensation for any individual officer
may be above or below this target, based on the factors described above. The
Compensation Committee believes that Acuson's most direct competitors for
executive talent are not necessarily all of the companies that would be
included in a peer group established to compare stockholder returns.
Therefore, neither the surveys nor the study specifically use data for the
companies included in the groups listed in the performance graph in this proxy
statement.

The salary for the Chief Executive Officer is determined in much the same
manner by the Compensation Committee, with the Committee considering the
survey data, an assessment of Acuson's performance and Dr. Maslak's
performance and contributions to Acuson. In general, there has been no
formulaic tie between Acuson's stated goals and performance and Dr. Maslak's
salary; instead the Compensation Committee's judgment and discretion has been
used after considering these factors.

For the past few years, the Compensation Committee has utilized an incentive
compensation plan for all officers that is designed to focus and motivate them
to improve Acuson's operating results by making a higher percentage of the
officers' compensation variable. The Committee recognized that the trend in
executive compensation is to have a greater percentage of an executive's pay
"at risk." As a result, under this plan, all officers other than Dr. Maslak
and Messrs. Gallagher and Dugan could earn up to 20% of their annual salary as
a target bonus. The target bonuses for Messrs. Dugan and Gallagher were up to
25% of their salaries, and the target bonus for Dr. Maslak, the Chief
Executive Officer, was up to 30% of his salary. In addition to the target
bonus, there was a further bonus, referred to as a "Company match," equal to
either 50% or 100% of the bonus actually paid to the officer if Acuson, as a
whole, met predetermined objectives, which consisted of certain earnings per
share targets.

However, for 1999, Dr. Maslak recommended, and the Compensation Committee
agreed, to institute a special program to focus on meeting overall expense
targets and corporate goals. This program consisted of a reduction of base
salary, an increase in target bonuses and in some cases an adjustment to the
"Company match" component of the bonus program.

B-10
<PAGE>

For Dr. Maslak and Messrs. Dugan and Gallagher and one other executive
officer (the "Designated Officers"), base salaries were reduced by 10% for all
of 1999, but if (i) Acuson as a whole met its first half year expense targets
and (ii) Acuson's cumulative earnings per share for the first half of 1999 met
or exceeded a certain target, the target bonuses would be increased by 10%, so
that Dr. Maslak's target bonus would become 40% of his reduced 1999 salary,
the target bonus for Messrs. Dugan and Gallagher would become 35% of their
respective reduced 1999 salaries and the target bonus for the other officer
would become 30% of his reduced salary. If Acuson failed to meet either of
these goals, the target bonus for each Designated Officer would remain at the
1998 levels. The "Company match" component of the bonus program for the
Designated Officers remained unchanged from 1998. Thus, the Designated
Officers would receive either 50% or 100% of the target bonus actually paid if
Acuson met the predetermined objectives. As in past years, the Committee
determined that the "Company match" would be based on publicly reported
earnings per share for the year.

With respect to Mr. Zwarenstein, because he only recently joined Acuson, the
Compensation Committee determined that his salary would not be reduced.
Further, as part of his offer to join Acuson, Mr. Zwarenstein was guaranteed a
bonus equal to 20% of his salary. In connection with the revised 1999
compensation program, the Committee agreed that if Acuson met both the expense
and earnings per share targets for the first half of 1999, Mr. Zwarenstein
would be paid the higher of his guaranteed 20% bonus or the bonus determined
as if he participated in the salary reduction and revised bonus program at the
30% level.

Because Acuson as a whole met both the expense and earnings per share
targets for the first half of 1999, the target bonuses for the Designated
Officers and Mr. Zwarenstein were increased by 10% as described above.

While Mr. Gallagher initially participated in the same program on the same
terms as Mr. Dugan, in June 1999, he retired as an executive officer of Acuson
and Acuson agreed to consider paying Mr. Gallagher a discretionary bonus of up
to 10% of his reduced compensation.

For the Designated Officers, the target bonuses were to be determined after
the results for calendar 1999 were available. Initially the Committee
determined that the amount of these bonuses would be solely a function of
Acuson meeting certain predetermined earnings per share targets. However,
because of the impact of the acquisition of Ecton, Inc. in December 1999 and
other factors, the Committee modified the bonus program for the Designated
Officers so that the Committee could determine the percentage of target bonus
to be paid based on its subjective evaluation of both personal objectives as
well as overall department and corporate objectives, such as financial
results, orders, shipments, profit margins, relative market share, completing
planned corporate acquisitions, meeting earnings per share targets, meeting
product development milestones and expense controls in a timely manner,
achievement versus difficulty of corporate objectives and positioning Acuson
for the future.

The Compensation Committee met in March 2000 to determine bonuses for 1999.
Dr. Maslak reported to the Committee that Acuson had not met the objective for
the "Company match" portion of the bonus to be paid to the executive officers,
but that based on an evaluation of the qualitative and measurable factors
described above, Dr. Maslak recommended target bonuses for Mr. Zwarenstein and
the current Designated Officers, other than himself. Dr. Maslak also
recommended that because of the current financial pressures on Acuson, he
should receive no bonus. The Compensation Committee accepted all of Dr.
Maslak's recommendations and agreed that Dr. Maslak should receive no bonus.

For all other executive officers under the 1999 compensation program, the
salaries as in effect for 1998 were reduced by 10% starting March 1, 1999 and
were designed to return to the pre-reduction levels on October 4, 1999, if the
functional area over which the officer had responsibility met certain pre-
established expense targets. The 20% target bonus, and the 50% first level
"Company match," remained unchanged, but the second level "Company match" was
increased from 100% to 200% of the target bonus actually paid to compensate
for the salary reduction. As stated above, because Acuson did not meet the
earnings per share target for the "Company match", the "Company match" portion
of their bonus was not paid. However, during 1999, all of these officers met
their expense targets; thus their salaries returned to the pre-reduction
levels in October 1999.

B-11
<PAGE>

As in past years, the amount of the target bonus actually earned by these
officers was a function of meeting certain specific personal objectives. These
personal objectives were set by the officer's immediate supervisor and
reviewed by Dr. Maslak, and were a combination of measurable goals, such as
meeting order targets and profit margin targets; and qualitative goals, such
as improving overall performance of individual departments. Acuson reserved
the right to modify objectives to meet changing business requirements by
notifying participants within 30 days of the change. At full achievement of
personal objectives, the 1999 compensation plan would pay the target bonus
percentage multiplied by the base salary paid during the measurement period. A
percentage of the full pay out amount could be linked to each objective. In
order for any amount to be paid for achievement of personal objectives, a
satisfactory level of overall personal performance must have been maintained.
In addition, the target bonuses were to be paid based upon six-month
objectives covering the six-month periods ending September 30, 1999 and March
31, 2000.

In addition to the bonus programs described above, Acuson has a merit bonus
program that applies to employees, including officers, to recognize special
accomplishments or significant efforts. The Chief Executive Officer has the
discretion to grant a bonus to any officer consistent with the principles of
this program. No bonuses were awarded to executive officers under this program
in 1999.

Acuson awards stock options to encourage a long-term commitment to Acuson
and to direct officers' focus on long-term appreciation of stockholder value,
as opposed to short-term results or functional area goals. In general, stock
options align rewards with long-term increased value for stockholders. Stock
options also serve as a reward and recognition for past work and as an
incentive to perform well in the future. The Chief Executive Officer
recommends a pool of shares available for stock option grants to officers as a
whole and he compares the recommended pool with survey data drawn from high
technology companies in the San Francisco Bay Area and other ultrasound
companies. According to this data, Acuson's overall pool of shares allocated
for officer stock option grants in 1999 was comparable to officer stock option
grants among the companies in the survey data. Dr. Maslak's recommendation of
which individual officers should receive grants of stock options and the size
of those grants was based primarily on his view of individual performance, the
potential of the individual to influence positively the long-term growth of
Acuson, his evaluation of the relative importance of that individual in
meeting Acuson's objectives, and on advice from Acuson's Human Resources
Department on compensation necessary to hire and retain senior executives in
the Silicon Valley area. The Compensation Committee accepted all of the Chief
Executive Officer's recommendations.

With respect to a grant to Dr. Maslak, the Committee decided in February
1999 to grant Dr. Maslak an option for 300,000 shares with a vesting period of
one year. The Committee noted that Dr. Maslak had previously had an option for
300,000 shares that had expired in October 1998, unexercised, and concluded
that Dr. Maslak should have a substantial stock option position to tie his
total compensation to increased stockholder value. The Committee also granted
Dr. Maslak in February 1999 an additional 100,000 option share grant, with the
standard Acuson vesting period of four years, on the basis that he had
received a reduction in salary for 1999 and no salary increase for the prior
two years.

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly held companies for compensation
exceeding $1 million paid to certain of the corporation's executive officers.
The limitation applies only to compensation that is not considered to be
performance-based. The non-performance-based compensation to be paid to
Acuson's executive officers in 1999 did not exceed the $1 million limit per
officer. The Compensation Committee is aware of the limitations imposed by
Section 162(m), and the exemptions available therefrom, and has therefore
adopted a Section 162(m) qualified bonus plan. Acuson did not use this plan in
1999.

The Compensation Committee

Karl H. Johannsmeier
Albert L. Greene
William J. Mercer

B-12
<PAGE>

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL ARRANGEMENTS

On October 12, 1998, Acuson entered into Change in Control Agreements with
four of Acuson's current executive officers, including Messrs. Maslak,
Gallagher, Dearborn and Cornell. Acuson also entered into a Change in Control
Agreement with Mr. Zwarenstein when he joined Acuson on October 30, 1998 and
with Mr. Smith on November 2, 1999. The agreements provide that if within
thirteen months of a Change in Control of Acuson (as defined in the
agreement), such officer's employment is terminated other than for Cause (as
defined in the agreement), disability, such officer's retirement, or such
officer's resignation without Good Reason (as defined in the agreement), such
officer shall be paid two years' salary, bonuses and regular benefits plus any
accrued but unpaid salary, bonuses and benefits, and all stock options issued
to such officer shall immediately become 100% vested. Each agreement remains
in effect for a period of three years but is automatically renewed for
subsequent one-year terms unless either party gives 90 days notice of intent
not to renew.

In connection with Mr. Zwarenstein joining Acuson, Acuson agreed to enter
into a severance agreement with him under which Acuson would pay him a
severance payment equal to twelve months' base salary plus certain health
benefits for twelve months following termination if he is terminated without
cause within twenty-four months of his employment by Acuson. If Mr.
Zwarenstein is provided benefits under the Change in Control Agreement
described above, he will not receive any benefits under this severance
agreement.

CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS

In connection with the relocation of Edward P. Cornell, the Senior Vice
President of Engineering, to the San Francisco Bay Area in September 1997,
Acuson loaned Mr. Cornell $400,000 pursuant to a promissory note to assist him
in the purchase of a home in the San Francisco Bay Area. The loan is secured
by Mr. Cornell's residence. The loan to Mr. Cornell is interest-free and will
be fully forgiven on a daily basis over a seven-year period which commenced on
September 2, 1997. The loan will be automatically forgiven upon termination of
Mr. Cornell's employment without "cause" as defined in the promissory note,
Mr. Cornell's death, reduction of Mr. Cornell's target compensation (with a
base salary of not less than $176,000 per year) from Acuson to an amount less
than $200,000 per year, or a "change in control", as defined in the promissory
note. If Mr. Cornell voluntarily terminates his employment with Acuson or if
he is terminated by Acuson for "cause" he must repay the outstanding balance
of the loan plus any tax savings to him resulting from any repayment of the
loan, no later than the second anniversary of the date of his termination.

As of December 31, 1999, approximately $247,948 of the loan to Mr. Cornell
was outstanding and the largest amount outstanding during the year was
$323,818.

Effective February 19, 1999, Acuson granted Mr. Dugan, Acuson's then
President, an option to purchase 100,000 shares of Acuson. The exercise price
for the options was $9.00 per share less than the fair market value on the
date of grant. The options were immediately exercisable subject to a
repurchase right on the part of Acuson that would lapse upon the earlier of
the fifth anniversary of the grant date, or with respect to 33,334 shares, in
any year that Acuson met certain earnings per share targets. The repurchase
price would be, with respect to 33,334 shares, the lower of $10.45 and the
then fair market value of the shares, and with respect the other remaining
66,666 shares, the exercise price of the option. Acuson agreed to loan Mr.
Dugan up to $350,000 for the purposes of funding the exercise of the option
with respect to 33,334 shares and paying all or a portion of the income tax
due upon such exercise. The loan was fully due and payable two years from the
date of loan, with interest payable annually at the lowest rate required under
federal income tax regulations to avoid the imputation of interest. At the
time of Mr. Dugan's resignation from Acuson effective March 1, 2000, Mr. Dugan
had not exercised any of these options and therefore, the loan had not been
put into effect. The option expired by its terms on March 1, 2000.

B-13
<PAGE>

PERFORMANCE GRAPH

Comparison of Five Year Cumulative Total Return(1)
Among S&P 500 Index, S&P(R) Health Care
(Medical Products & Supplies)
Index(2) and Acuson Corporation

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
Measurement Period S&P 500 S&P
(Fiscal Year Covered) Acuson Corp. INDEX Health Care
--------------------- ------------ ------- -----------
<S> <C> <C> <C>
December 94............................. $ 100 $ 100 $ 100
December 95............................. $ 76.15 $137.58 $169.01
December 96............................. $150.00 $169.16 $193.98
December 97............................. $101.92 $225.60 $241.84
December 98............................. $ 91.15 $290.08 $348.58
December 99............................. $ 77.31 $351.11 $322.87
</TABLE>

Assumes $100 invested on December 31, 1994 in S&P 500 Index, S&P Health Care
(Medical Products & Supplies) Index and Acuson Corporation.
--------
(1) Total Return assumes reinvestment of dividends.
(2) S&P(R) Health Care (Medical Products & Supplies) Index includes C.R. Bard
Inc., Bausch & Lomb, Baxter International Inc., Becton Dickinson, Biomet,
Inc., Boston Scientific, Guidant Corp., Medtronic Inc. and St. Jude
Medical.

Notwithstanding anything to the contrary set forth in any of Acuson's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, which might incorporate future
filings made by Acuson under those statutes, the preceding Compensation
Committee Report on Executive Compensation and the Performance Graph will not
be incorporated by reference into any of those prior filings; nor will such
report or graph be incorporated into any future filings made by Acuson under
those statutes.

B-14
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Acuson's
directors and executive officers, and persons who own more than ten percent of
a registered class of Acuson's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
beneficial ownership of Common Stock and other equity securities of Acuson.
Officers, directors and greater than ten percent (10%) stockholders are
required by Securities and Exchange Commission regulations to furnish Acuson
with copies of all Section 16(a) forms they file.

To Acuson's knowledge, based solely on review of the copies of such reports
furnished to Acuson and written representations that no other reports were
required, during the fiscal year ended December 31, 1999, all Section 16(a)
filing requirements applicable to its officers, directors, and greater than
ten percent stockholders for fiscal 1999 were complied with on a timely basis
with the exception of the following late filings: Messrs. Greene and
Johannsmeier each inadvertently failed to file a Form 5 in a timely manner to
report an option grant of 7,500 shares, which was automatically granted to
each non-employee director on the date of the 1998 Annual Meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Messrs. Johannsmeier, Mercer and
Greene, none of whom has ever been an officer or employee of Acuson.

SCHEDULE I

As of the date of this Information Statement, the Purchaser has not
determined who will be the Purchaser Designees. However, such Purchaser
Designees will be selected from the following list of directors and executive
officers of Siemens or its affiliates. The information contained herein
concerning Siemens and its directors and executive officers and those of its
affiliates has been furnished by Siemens and the Purchaser. Acuson assumes no
responsibility for the accuracy or completeness of such information.

The name, present principal occupation or employment and five-year
employment history of each of the persons is set forth below. None of the
persons listed below owns any Shares or has engaged in any transactions with
respect to Shares during the past 60 days. During the last five years, none of
the persons listed below has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor was such person 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
activities subject to, federal or state securities laws or finding any
violation of such laws. None of the persons listed below (i) is currently a
director of, or holds any position with, Acuson (ii) has a familial
relationship with any of the directors or executive officers of Acuson or
(iii) based on information provided to Acuson by Siemens (which is to the best
of Siemens' knowledge), beneficially owns any securities (or rights to acquire
any securities) of Acuson. Acuson has been advised by Siemens that, to the
best of Siemens' knowledge, none of the persons listed below has been involved
in any transaction with Acuson or any of its directors, executive officers or
affiliates which is required to be disclosed pursuant to the rules and
regulations of the Commission.

B-15
<PAGE>

Unless otherwise indicated, each of the persons listed below is a citizen of
the Federal Republic of Germany. Unless otherwise indicated, each such person
has held his or her present occupation as set forth below, or has been an
executive officer at Siemens AG, for the past five years.

<TABLE>
<CAPTION>
Name and Address Age Present Principal Occupation or Employment
---------------- --- ------------------------------------------
<C> <C> <S>
48 Executive Vice President and Chief
Reinhard Benditte............. Financial Officer, Siemens Medical Systems,
Siemens Medical Systems, Inc. Inc., Iselin, New Jersey. Previously Chief
186 Wood Avenue South Financial Officer of Siemens Automotive
Iselin, New Jersey 08830 Corporation

Bernhard K. Halfpap........... 51 Head of Business Planning of Medical
Siemens AG Engineering Division of Siemens AG,
Henkestrasse 127 Erlangen, Germany
D-91050 Erlangen
Germany

Robert Kirschbaum............. 52 Corporate Legal Counsel, Siemens AG,
Siemens AG Erlangen, Germany
Werner von Siemens Strasse 50
D-91050 Erlangen
Germany

42 Corporate Vice President and Group
Executive, Medical Engineering Division of
Klaus Kleinfeld............... Siemens AG. Previously President of
Siemens AG Angiography, Fluoroscopy and Radiography
Henkestrasse 127 Systems Division of Medical Engineering of
D-91050 Erlangen Siemens AG; President of the Siemens
Germany Management Consulting Group

57 President and Chief Executive Officer,
Thomas N. McCausland.......... Siemens Medical Systems, Inc., Iselin, New
Siemens Medical Systems, Inc. Jersey. Previously Vice President of Sales
186 Wood Avenue South and Marketing, Siemens Energy & Automation,
Iselin, New Jersey 08830 Inc. Citizen of USA.

Kenneth R. Meyers............. 39 Legal Counsel, Siemens Corporation, New
Siemens Corporation York, New York. Citizen of USA
153 East 53rd Street
New York, New York 10022

Erich Reinhardt .............. 53 Chief Executive Officer and Group
Siemens AG President, Medical Engineering Division of
Henkestrasse 127 Siemens AG, Erlangen, Germany
D-91050 Erlangen
Germany

Goetz Steinhardt.............. 56 Corporate Vice President and Group
Siemens AG Executive, Medical Engineering Division of
Henkestrasse 127 Siemens AG, Erlangen, Germany
D-91050 Erlangen
Germany
</TABLE>

B-16