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): December 18, 1996
Marquette Medical Systems, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-18724 39-1046671
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
8200 West Tower Avenue, Milwaukee, Wisconsin 53223
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (414) 355-5000
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N/A
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(Former Name or Former Address, if changed since last report)
Item 5. Other Events.
(a) On December 18, 1996, the Board of Directors of Marquette Medical
Systems, Inc., (the "Company"), declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of Class A Common Stock,
par value $0.10 per share (the "Common Shares"), of the Company. The dividend is
payable on January 3, 1997 (the "Record Date"), to the stockholders of record on
that date. Each Right entitles the registered holder thereof to purchase from
the Company one one-hundredth of a share (a "Unit") of Series A Preferred Stock,
without par value (the "Preferred Shares"), of the Company at a price of $80.00
("Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Marquette Medical Systems, Inc. Rights Plan Agreement
(the "Rights Agreement") between the Company and Firstar Trust Company, as
Rights Agent (the "Rights Agent"). The following summarizes the Rights
Agreement.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 20% or more of the outstanding
Common Shares or (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors of the Company prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached thereto.
The Company, any subsidiary of the Company, any employee benefit plan of
the Company or a subsidiary, any person holding Common Shares for or pursuant to
the terms of any employee benefit plan of the Company or a subsidiary or Michael
J. Cudahy, his affiliates or associates, his heirs and any trust or foundation
to which he has transferred or may transfer Common Shares are exempt from the
applicability of the Rights Agreement as it relates to the acquisition of 20% or
more of the outstanding Common Shares.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of this Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date separate certificates evidencing the Rights
("Rights Certificates") will be mailed
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to holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on December 18, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100.00 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary anti-dilution provisions.
Because of the nature of the Preferred Shares dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power is sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will
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thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which Rights will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one Common Share, or one one-
hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
No fractional Preferred Shares will be issued other than fractions which
are integral multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary receipts and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier of (i) the acquisition by a person or
group of affiliated or associated persons of beneficial ownership of 20% or more
of the outstanding Common Shares or (ii) a majority of the Board of Directors of
the Company being removed by the written consent of the stockholders of the
Company under certain circumstances, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors of the
Company in its sole discretion may establish. Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Shares.
The Rights Agreement, dated as of December 18, 1996, between the Company
and Firstar Trust Company, as Rights Agent, specifying the terms of the Rights
and including a statement setting forth the terms of the Preferred Shares as an
exhibit thereto, as well as the press release announcing the declaration of the
Rights, are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
(b) On December 20, 1996, Michael J. Cudahy transferred to the Company all
of his 26,250,000 Class C Common Shares in exchange for 262,500 Class A Common
Shares delivered by the Company from its treasury shares. Following the
exchange, there were 16,098,909 Class A Common Shares outstanding and no Class C
Common Shares outstanding. Following the exchange, Mr. Cudahy was the beneficial
owner of 4,363,176 Class A Common Shares.
Item 7(c). Exhibits.
1 Rights Agreement, dated as of December 18, 1996, between Marquette
Medical Systems, Inc. and Firstar Trust Company, which includes the Designation
setting forth the terms of the Series A Preferred Shares, without par value, of
Marquette Medical Systems, Inc., as Exhibit A thereto, the form of Right
Certificate as Exhibit B thereto and the Summary of Rights to Purchase
Preferred Shares as Exhibit C thereto.
2 Press release dated December 20, 1996, issued by the Company.
SIGNATURE
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.
MARQUETTE MEDICAL SYSTEMS, INC.
By: /s/ Timothy C. Mickelson
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Timothy C. Mickelson, President
DATED: December 24, 1996.
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EXHIBIT INDEX
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Exhibit No. (as
assigned under
Item 601(a)-Reg SK) Exhibit
4 Rights Agreement, dated as
of December 18, 1996 between
Marquette Medical Systems,
Inc. and Firstar Trust Company
99 Press Release dated December
20, 1996, issued by the Company