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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 1999
Sofamor Danek Group, Inc.
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(Exact name of Registrant as specified in its charter)
Indiana 00-19168 35-1580052
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1800 Pyramid Place, Memphis, Tennessee 38132
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(Address of principal executive offices) (Zip Code)
(901) 396-2695
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On January 25, 1999, Medtronic, Inc. ("Medtronic") and Sofamor
Danek Group, Inc. ("Sofamor Danek") issued the press release attached hereto as
Exhibit 99.1 announcing the determination of the conversion ratio to be used to
determine the number of shares of common stock of Medtronic to be issued for
each outstanding share of Sofamor Danek common stock in the previously announced
proposed combination of Medtronic and Sofamor Danek.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
99.1 Press Release dated January 25, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOFAMOR DANEK GROUP, INC.
By: Stephen S. Phillips
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Stephen S. Phillips
Executive Vice President and General
Counsel
Dated: January 25, 1999
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated January 25, 1999
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Monday, January 25, 6:48 pm Eastern Time
Company Press Release
Source: Medtronic, Inc.
Medtronic and Sofamor Danek Announce Conversion Ratio for Proposed Merger
MINNEAPOLIS, Jan. 25/PRNewswire/--Medtronic, Inc. (NYSE:MDT-news), and Sofamor
Danek Group, Inc. (NYSE:SDG-news), today announced that the conversion ratio to
be used to determine the number of shares of Medtronic common stock to be issued
for each outstanding share of Sofamor Danek common stock in the previously
announced proposed combination of Medtronic and Sofamor Danek is 1.65159. The
conversion ratio is based on the average closing price of Medtronic stock over
a 15-trading-day period that ended on January 25, 1999 of $70.53.
The proposed merger is subject to the approval of Sofamor Danek's shareholders,
who will vote on the merger at Sofamor Danek's special meeting of shareholders
scheduled for January 27, 1999. If Sofamor Danek's shareholders approve the
proposed merger at the special meeting, Medtronic and Sofamor Danek currently
anticipate that the merger will be completed shortly after the special meeting.
Sofamor Danek shares will cease trading on the New York Stock Exchange upon
completion of the merger.
Sofamor Danek Group, Inc. is primarily involved in developing, manufacturing
and marketing devices, instruments, computer-assisted surgery products and
biomaterials used in the treatment of spinal and cranial disorders. Sofamor
Danek's stock is traded on the New York Stock Exchange (NYSE) under the symbol
SDG.
Medtronic, Inc., headquartered in Minneapolis, is the world's leading medical
technology company specializing in implantable and interventional therapies. Its
Internet address is www.medtronic.com.
Source: Medtronic, Inc.
