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): September 20, 1998
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 September 20, 1998, the Registrant entered into a Plan and
Agreement of Merger with General Electric Company and Emerald Sub Corp, pursuant
to which Emerald Sub 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 shares of common stock of General Electric Company.
(B) On September 20, 1998, 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 3,645,851 common shares of the
Registrant.
(C) On September 20, 1998, Michael J. Cudahy, a shareholder of the
Registrant, entered into a Shareholder Agreement with General Electric Company.
(D) On September 20, 1998, the Registrant entered into a First Amendment
to Rights Agreement with Firstar Trust Company.
Item 7(c). Exhibits.
1. Agreement and Plan of Merger dated September 20, 1998 between
Registrant, General Electric Company, and Emerald Sub Corp.
2. Stock Option Agreement dated September 20, 1998 between Registrant and
General Electric Company.
3. Shareholder Agreement dated September 20, 1998 between Michael J.
Cudahy and General Electric Company.
4. First Amendment to Rights Agreement dated September 20, 1998 between
Registrant and Firstar Trust Company.
5. Press Release dated September 21, 1998
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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/ Frederick A. Robertson
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Frederick A. Robertson,
Chief Executive Officer
DATED: September 21, 1998
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EXHIBIT INDEX
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Exhibit No. (as
assigned under
Item 601(a)-Reg SK) Exhibit
1 Agreement and Plan of Merger dated September 20,
1998 between Registrant, General Electric Company,
and Emerald Sub Corp.
2 Stock Option Agreement dated September 20, 1998
between Registrant and General Electric Company.
3 Shareholder Agreement dated September 20, 1998
between Michael J. Cudahy and General Electric
Company.
4 First Amendment to Rights Agreement dated
September 20, 1998 between Registrant and Firstar
Trust Company.
5 Press Release dated September 21, 1998.
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