EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
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First Amendment dated as of September 20, 1998 (this "Amendment") to
Rights Agreement dated as of December 18, 1996 (the "Rights Agreement") between
Marquette Medical Systems, Inc., a Wisconsin corporation (the "Company"), and
Firstar Trust Company (the "Rights Agent").
W I T N E S S E T H :
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WHEREAS, the Board of Directors of the Company has approved and
adopted an Agreement and Plan of Merger dated as of September 20, 1998 (the
"Merger Agreement") among the Company, General Electric Company, a New York
corporation ("Parent") and Emerald Merger Corp., a Wisconsin corporation and a
wholly-owned subsidiary of Parent ("Sub"), providing for the merger (the
"Merger") of Sub with and into the Company and pursuant to which the Company
will become a wholly-owned subsidiary of Parent;
WHEREAS, the Board of Directors of the Company has determined that the
Merger is in furtherance of and consistent with the long-term business strategy
of the Company and is in the best interests of the Company and its shareholders;
WHEREAS, the willingness of Parent and Sub to enter into the Merger
Agreement is conditioned on, among other things, the amendment of the Rights
Agreement on the terms set forth herein;
WHEREAS, at the date of this Amendment, the Distribution Date has not
occurred and there is no Acquiring Person;
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may from time to time supplement or amend the Rights Agreement without the
approval of any holders of Rights Certificates to, among other things,
supplement any provision of the Rights Agreement or make any other provisions
with respect to the Rights which the Company may deem necessary or desirable,
any such supplement or amendment to be evidenced in a writing signed by the
Company and the Rights Agent; provided, however, that from and after such time
as any Person becomes an Acquiring Person, the Rights Agreement may not be
amended in any manner which would adversely affect the interests of the holders
of Rights; and
WHEREAS, in compliance with Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement as hereinafter
set forth and have executed and delivered this Amendment immediately prior to
the execution and delivery of the Merger Agreement.
NOW, THEREFORE, in consideration of the Rights Agreement and the
premises and mutual agreements herein set forth, the parties hereby agree as
follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions thereto:
"Merger" shall mean the merger of Sub with and into the Company as
contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger dated
as of September 20, 1998 among Parent, Sub and the Company, as the same may
be amended in accordance with the terms thereof.
"Parent" shall mean General Electric Company, a New York corporation.
"Shareholder Agreement" shall mean the Shareholder Agreement dated as
of September 20, 1998 between Parent and Michael J. Cudahy, as the same may
be amended in accordance with the terms thereof.
"Stock Option Agreement" shall mean the Stock Option Agreement dated
as September 20, 1998 between Parent and the Company, as the same may be
amended in accordance with the terms thereof.
"Sub" shall mean Emerald Merger Corp., a Wisconsin corporation and a
wholly-owned subsidiary of Parent.
2. The definition of Exempt Person contained in Section 1 of the
Rights Agreement is hereby amended by replacing the word "or" that appears
immediately prior to the symbol "(v)" with a comma and by adding the following
to the end of such definition:
", or (vi) prior to the latest to occur of (x) the termination of the
Merger Agreement in accordance with Section 7.1 thereof, (y) the
termination of the Shareholder Agreement in accordance with Section 3
thereof and (z) the termination of the Stock Option Agreement in accordance
with Section 19 thereof, Parent, Sub or any of their Affiliates or
Associates."
3. Section 7(a) of the Rights Agreement is hereby amended by
replacing the word "or" that appears immediately prior to the symbol "(iii)"
with a comma and by adding the following to the end of the amended Section 7(a):
", or (iv) the time immediately prior to the Effective Time (as
defined in the Merger Agreement), whereupon the Rights shall expire."
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4. The following is added as a new Section 35 to the Agreement:
"Section 35. Merger with Sub. Notwithstanding anything in this
Agreement to the contrary, none of the approval, execution or delivery of
the Merger Agreement, the Stock Option Agreement or the Shareholder
Agreement, the acquisition of Common Shares pursuant to the terms of the
Stock Option Agreement, or the consummation of the Merger and the other
transactions contemplated by the Merger Agreement, the Stock Option
Agreement and the Shareholder Agreement shall cause (i) Parent or Sub or
any of their Affiliates or Associates to be deemed an Acquiring Person,
(ii) a Shares Acquisition Date to occur or (iii) a Distribution Date to
occur."
5. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended by this Amendment.
6. This Amendment shall be deemed to be a contract made under the
laws of the State of Wisconsin and for all purposes shall be governed by and
construed in accordance with the laws of such State.
7. This Amendment may be executed in two or more counterparts, and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
8. Any capitalized term used herein without definition shall have
the meaning specified in the Rights Agreement.
9. Except as otherwise expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any other
manner affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are hereby ratified and
confirmed in all respects and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
By: /s/ Michael Cudahy
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Name: Michael Cudahy
Title: Chairman of the Board
Attest:
By: /s/ Melvin S. Newman
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Name: Melvin S. Newman
Title: Assistant Sec.
FIRSTAR TRUST COMPANY
By: /s/ Suzanne P. Norman Barnes
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Name: Suzanne P. Norman Barnes
Title: Vice President
Attest:
By: /s/ William R. Caruso
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Name: William R. Caruso
Title: Assistant Sec.
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