SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Marquette Medical Systems, Inc.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1046671
----------------------------- -----------------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
8200 West Tower Avenue, Milwaukee, Wisconsin 53223
-------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
-----------------------------------------
(Title of Class)
Item 1. Description of the Registrant's Securities To Be Registered.
On December 18, 1996, Marquette Medical Systems, Inc. (the "Company")
entered into a certain Rights Agreement with Firstar Trust Company (the "Rights
Agreement"), as fully described and set forth in the Form 8-A filed by the
Company on December 20, 1996, with the Securities and Exchange Commission for
the registration of certain Preferred Share Purchase Rights pursuant to Section
12(g) of the Securities Exchange Act of 1934, which Form 8-A is hereby
incorporated by this reference in its entirety.
On September 20, 1998, the Company entered into a certain First Amendment
to Rights Agreement with Firstar Trust Company (the "Amendment"). The Amendment
amends the Rights Agreement in connection with the proposed merger (the
"Merger") of the Company with a subsidiary of General Electric Company pursuant
to that certain Agreement and Plan of Merger dated September 20, 1998 (the
"Merger Agreement"), among the Company, General Electric Company, a New York
corporation ("General Electric"), and Emerald Merger Corp., a Wisconsin
corporation and wholly-owned subsidiary of General Electric ("Sub").
The Amendment amends the Rights Agreement by including in the definition of
an "Exempt Person" (as set forth in Section 1 of the Rights Agreement) General
Electric, Sub, and any affiliate or associate of General Electric or Sub.
The Amendment further amends the Rights Agreement by adding a new Section
35 which provides that none of the approval, execution, or delivery of the
Merger Agreement (and the other agreements contemplated by the Merger Agreement,
or the consummation of any of the transactions contemplated by the Merger
Agreement or such other agreements) shall cause (a) General Electric or Sub, or
any affiliate or associate of General Electric or Sub to be deemed an "Acquiring
Person" (as defined in Section 1 of the Rights Agreement), (b) a Shares
Acquisition Date (as defined in Section 1 of the Rights Agreement) to occur, or
(c) a Distribution Date (as defined in Section 1 of the Rights Agreement) to
occur.
Item 2. Exhibits.
1 First Amendment to Rights Agreement dated as of September 20, 1998,
between Marquette Medical Systems, Inc. and Firstar Trust Company.
2 Press release dated September 21, 1998.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MARQUETTE MEDICAL SYSTEMS, INC.
By: /s/ Frederick A. Robertson
---------------------------------
Frederick A. Robertson, President
DATED: September 22, 1998