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): June 2, 2000
Lunar Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Wisconsin 0-18643 39-1200501
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File No.) Identification No.)
726 Heartland Trail, Madison, Wisconsin 53717
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (608) 828-2663
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 2, 2000, the Registrant entered into an Agreement and Plan
of Merger with General Electric Company and Topaz Merger Corp., pursuant to
which Topaz Merger Corp., subject to the terms and conditions set forth therein,
will merge into the Registrant, which will then become a wholly-owned subsidiary
of General Electric Company. The shareholders of the Registrant will receive
$17 per share of the Registrant's common stock, payable in shares of common
stock of General Electric Company. The transaction, which is subject to
governmental approvals and approval of the shareholders of the Registrant, is
expected to close by the third quarter of 2000.
On June 2, 2000, the Registrant and General Electric Company
executed a Stock Option Agreement pursuant to which and subject to the terms and
conditions therein set forth the Registrant granted to General Electric Company
an irrevocable option to purchase up to 2,014,067 common shares of the
Registrant at the $17 per share transaction price.
On June 2, 2000, Richard B. Mazess, Marilyn Mazess, and Richard B.
Mazess, as Custodian under the Uniform Gifts to Minors Act, of the Registrant,
entered into a Shareholder Agreement with General Electric Company pursuant
to which they agreed, among other things, to vote their shares of the
Registrant's common stock in favor of the proposed transaction.
Copies of the Agreement and Plan of Merger, Stock Option Agreement
and Shareholder Agreement are filed as exhibits hereto and are hereby
incorporated by reference.
ITEM 7(c). EXHIBITS.
99.1 Agreement and Plan of Merger dated June 2, 2000 between Registrant,
General Electric Company and Topaz Merger Corp.
99.2 Stock Option Agreement dated June 2, 2000 between Registrant and
General Electric Company.
99.3 Shareholder Agreement dated June 2, 2000 between Richard B. Mazess,
Marilyn Mazess, and Richard B. Mazess, as Custodian under the
Uniform Gifts to Minors Act, and General Electric Company.
99.4 Press Release dated June 2, 2000.
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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, thereunto duly authorized.
LUNAR CORPORATION
Dated: June 7, 2000 By: /s/ Richard B. Mazess
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Richard B. Mazess, President
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EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Agreement and Plan of Merger dated June 2, 2000 between
Registrant, General Electric Company and Topaz Merger
Corp.
99.2 Stock Option Agreement dated June 2, 2000 between
Registrant and General Electric Company.
99.3 Shareholder Agreement dated June 2, 2000 between
Richard B. Mazess, Marilyn Mazess, and Richard B.
Mazess, as Custodian under the Uniform Gifts to Minors
Act, and General Electric Company.
99.4 Press Release dated June 2, 2000.
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