SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 16, 1998
MARQUETTE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 0-18724 39-1046671
(State of Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
8200 West Tower Avenue
Milwaukee, Wisconsin 53223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 355-5000
Item 5. Other Events.
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On November 16 and November 18, 1998, after consultation with General
Electric Company ("GE"), Marquette Medical Systems, Inc. ("Marquette") entered
into amendments to the Retention Agreements dated as of October 15, 1998
(collectively, the "Retention Agreements") with each of Mary M. Kabacinski,
Kevin Lindsey, Frederick A. Robertson and Louis P. Scafuri. The Retention
Agreements are described in Marquette's proxy statement dated October 16, 1998
relating to the special meeting of Marquette shareholders being held to approve
and adopt the Merger Agreement dated as of September 20, 1998 among GE, Emerald
Merger Corp., a wholly-owned subsidiary of GE ("Sub"), and Marquette. In
connection with the proposed merger of Sub with Marquette (the "Merger"),
Marquette options held by the executives will become options to purchase GE
common stock ("Substitute Options") following the Merger. The Retention
Agreements provide, among other things, for the vesting of Substitute Options in
certain circumstances following the Merger. As described below, the amendments
to the Retention Agreements delay the vesting of Substitute Options that
otherwise would have occurred pursuant to the Retention Agreements in these
circumstances. Copies of these amendments are filed as exhibits to this Report.
The amendments with Messrs. Robertson and Scafuri provide that if the
executive remains continuously employed by Marquette or by a company or other
entity or organization within GE's medical systems business on a full-time basis
for two years (rather than one year as provided in the Retention Agreements)
following the date on which the Merger is completed (the "Effective Time"), each
Substitute Option held by the executive which is not then exercisable will
become fully exercisable at that time. In addition, these amendments provide
that if the employment of the executive is terminated without cause or due to
death or disability after the Effective Time and prior to the first anniversary
of the Effective Time or if the employment of the executive is terminated for
any reason after the first anniversary of the Effective Time and prior to the
second anniversary of the Effective Time, each Substitute Option will continue
to become exercisable in accordance with its original vesting schedule and will
become fully exercisable on the second anniversary of the Effective Time.
The amendments with Ms. Kabacinski and Mr. Lindsey provide that if the
employment of the executive is terminated without cause or due to death or
disability after the Effective Time and prior to the first anniversary of the
Effective Time, each Substitute Option held by the executive (instead of
becoming fully exercisable upon such termination as provided in the Retention
Agreements) will continue to become exercisable in accordance with its original
vesting schedule and will become fully exercisable on the first anniversary of
the Effective Time.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
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99.1 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Frederick A. Robertson and Louis P. Scafuri.
99.2 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Mary M. Kabacinski and Kevin Lindsey.
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Signatures
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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 hereunto duly authorized.
MARQUETTE MEDICAL SYSTEMS, INC.
Date: November 19, 1998
By: /s/ Frederick A. Robertson
____________________________
Frederick A. Robertson
Chief Executive Officer
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EXHIBIT INDEX
Exhibits
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99.1 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Frederick A. Robertson and Louis P. Scafuri.
99.2 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Mary M. Kabacinski and Kevin Lindsey.