-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fo9Q5YOyvputMbyIUAq8NLzzmaA2Q5JgTu5IviunZfI6RYeek09F9l8p6wduo2Up vDFtjAQb82QIG5QW5ckqxw== 0001104659-06-004441.txt : 20060127 0001104659-06-004441.hdr.sgml : 20060127 20060127170205 ACCESSION NUMBER: 0001104659-06-004441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 GROUP MEMBERS: IDX INVESTMENT CORPORATION GROUP MEMBERS: IDX SYSTEMS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLSCRIPTS HEALTHCARE SOLUTIONS INC CENTRAL INDEX KEY: 0001124804 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 364372754 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60145 FILM NUMBER: 06558642 BUSINESS ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: SUITE 2024 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3124640764 MAIL ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: SUITE 2024 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: ALLSCRIPTS HOLDING INC DATE OF NAME CHANGE: 20000925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 SC 13D/A 1 a06-3682_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Allscripts Healthcare Solutions, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

01988P 10 8

(CUSIP Number)

 

Michael McAlevey
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
(203) 373-2967

 

A. Peter Harwich
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 610-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 18, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 01988P 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Electric Company    14-0689340

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Common Stock: 7,077,138

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Common Stock: 7,077,138

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,077,138

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 16.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IDX Systems Corporation    03-0222230

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Vermont

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Common Stock: 7,077,138

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Common Stock: 7,077,138

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,077,138

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 16.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IDX Investment Corporation    03-0349421

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Vermont

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Common Stock: 7,077,138

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Common Stock: 7,077,138

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,077,138

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 16.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

4



 

This statement to Schedule 13D (this Statement) relates to a Schedule 13D filed on behalf of IDX System Corporation, a Vermont corporation (IDX), with the Securities and Exchange Commission on January 18, 2001 (the Original Schedule 13D), with respect to the common stock, par value $0.01 per share, of Allscripts Healthcare Solutions, Inc., a Delaware corporation (the Company), as amended by amendments to the Original Schedule 13D filed on March 20, 2002, February 28, 2005 and July 13, 2005, in each case, on behalf of IDX and IDX Investment Corporation, a Vermont corporation and wholly-owned subsidiary of IDX (IIC).

Item 2 is hereby amended as follows:

Item 2.

Identity and Background

(a) – (c), (f)  This statement is being filed by General Electric Company, a New York corporation (General Electric), IDX and IIC.

On January 4, 2006, pursuant to an Agreement and Plan of Merger dated as of September 28, 2005 (the IDX Merger Agreement), by and among General Electric, Igloo Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of General Electric (Transitory Sub), and IDX, and an Assignment Agreement dated as of October 4, 2005 (the Assignment Agreement), between Igloo Acquisition Corporation, a Vermont corporation and a wholly owned subsidiary of General Electric (Merger Sub) and Transitory Sub assigning all of Transitory Sub's rights, interests and obligations under the IDX Merger Agreement to Merger Sub, Merger Sub merged with and into IDX, and IDX became a wholly owned subsidiary of General Electric (such events constituting the IDX Merger).  As a result of the IDX Merger, IIC, a wholly-owned subsidiary of IDX, also became a wholly-owned subsidiary of General Electric.

General Electric, IDX and IIC are sometimes referred to herein each as a “Reporting Person” and collectively as the “Reporting Persons.”

General Electric is a diversified technology, media and financial services company dedicated to creating products that make life better. From aircraft engines and power generation to financial services, medical imaging, television programming, and plastics, General Electric operates in more than 100 countries and employs more than 300,000 people worldwide. General Electric is listed on the New York Stock Exchange and Boston Stock Exchange.  The principal business address and principal office address of General Electric is 3135 Easton Turnpike, Fairfield, Connecticut 06828-0001.

The principal business of IDX is to provide healthcare information solutions, including software, hardware, and related services to physician groups, management services organizations, hospitals, and integrated delivery networks. IIC, an investment and holding company, owns, maintains and manages intangible investments and the collection and distribution of the income generated from such investments. The address of the principal business and principal office of each of IDX and IIC is 40 IDX Drive, South Burlington, Vermont 05403.

The name, citizenship, business address and present principal occupation or employment of each director and executive officer of each of the Reporting Persons is listed on Schedule A attached hereto which is incorporated herein by reference.

(c) and (d)  During the last five years, neither the Reporting Persons, nor, to each of the Reporting Person's knowledge, any of the persons named on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree

 

5



 

or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 is hereby amended as follows:

Item 4.

Purpose of Transaction

On January 8, 2001, pursuant to an Agreement and Plan of Merger (the Channelhealth Merger Agreement) dated as of July 13, 2000, by and among the Company, Allscripts, Inc., Bursar Acquisition, Inc., Bursar Acquisition No. 2, Inc., Channelhealth Incorporated (Channelhealth) and IDX (a majority stockholder of Channelhealth), Bursar Acquisition No. 2, Inc., a wholly owned subsidiary of the Company, merged with and into Channelhealth (the Channelhealth Merger). Channelhealth became a wholly owned subsidiary of the Company and shares of Channelhealth capital stock were exchanged for shares of Common Stock of the Company in accordance with the Channelhealth Merger Agreement.

On January 10, 2002, pursuant to the terms of a Joinder Agreement dated as of September 30, 2001 by and among the Company, IDX and IIC, IDX had recorded on the books and records of the Company’s transfer agent the transfer of all the shares of Common Stock owned by IDX (7,497,838 shares) to IIC.

On June 13, 2002, IIC sold 4,000 shares of Common Stock of the Company at $4.15 per share. On June 14, 2002, IIC sold 6,400 shares of Common Stock of the Company at $4.06 per share. On June 17, 2002, IIC sold 3,900 shares of Common Stock of the Company at $4.06 per share.

On June 16, 2004, IIC sold 12,500 shares of Common Stock of the Company at $7.934 per share. On June 17, 2004, IIC sold 25,000 shares of Common Stock of the Company at $8.1143 per share. On June 18, 2004, IIC sold 50,000 shares of Common Stock of the Company at $8.1455 per share. On June 21, 2004, IIC sold 37,500 shares of Common Stock of the Company at $8.1620 per share. On September 28, 2004, IIC sold 29,000 shares of Common Stock of the Company at $8.5958 per share. On November 15, 2004, IIC sold 53,000 shares of Common Stock of the Company at $9.4906 per share.

On February 17, 2005, IIC sold 22,700 shares of Common Stock of the Company at $11.0123 per share.

On March 11, 2005, IIC sold 17,200 shares of Common Stock of the Company at $14.6281 per share. On May 11, 2005, IIC sold 39,000 shares of Common Stock of the Company at $12.7986 per share. On June 21, 2005, IIC sold 31,000 shares of Common Stock of the Company at $16.1514 per share. On June 30, 2005, IIC sold 89,500 shares of Common Stock of the Company at $16.8199 per share.

As a result of the IDX Merger described in Item 2, IDX and IIC became wholly owned subsidiaries of General Electric on January 4, 2006.  At the time of the IDX Merger, IDX and the Company were party to that certain Strategic Alliance Agreement, dated as of January 8, 2001. Following the IDX Merger, each of General Electric, IDX and the Company entered into an Amended and Restated Strategic Alliance Agreement dated as of January 18, 2006 (the Amended SAA).

General Electric, IDX and IIC have no current plans to acquire additional shares of Common Stock of the Company. Certain restrictions on the disposition of shares of Common Stock of the Company contained in the Stock Rights and Restrictions Agreement (defined in Item 6 below) expired on January 8, 2006. As a result, each of General Electric, IDX and IIC reserves the right to dispose of shares of Common Stock of the Company in accordance with the Stock Rights and Restrictions Agreement.

Item 5 is hereby amended as follows:

 

6



 

Item 5.

Interest in Securities of the Issuer

(a) - (b)  General Electric, IDX and IIC are beneficial owners of 7,077,138 share of Common Stock of the Company, representing approximately 16.8% of the outstanding shares of Common Stock of the Company. These shares are owned directly by IIC, a wholly-owned subsidiary of IDX, which became a wholly-owned subsidiary of General Electric on January 4, 2006 as a result of the IDX Merger described in Item 2. General Electric and IDX are therefore indirect beneficial owners of these shares. General Electric, IDX and IIC have shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of, these shares. The beneficial ownership percentage amount reported above is based upon 42,189,462 shares of Common Stock of the Company issued and outstanding as of October 31, 2005, as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended on September 30, 2005, filed with the SEC on November 11, 2005.

(c) Except as described above in Items 2, 4 and 5, which are incorporated herein by reference, none of the Reporting Persons has effected any transactions in shares of Common Stock of the Company during the past 60 days.

(d) None.

(e) Not applicable.

Item 6 is hereby amended as follows:

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In connection with the Channelhealth Merger, IDX and the Company entered into a Stock Rights and Restriction Agreement, dated as of January 8, 2001 (the Stock Rights and Restriction Agreement), pursuant to which the shares of Common Stock are subject to certain restrictions. On September 30, 2001 the Company, IDX and IIC entered into a Joinder (the Joinder), pursuant to which IIC was added as a party to, and became bound by the terms of, the Stock Rights and Restrictions Agreement.

Pursuant to the Stock Rights and Restrictions Agreement, the Reporting Persons have complete discretion to vote the shares of Common Stock of the Company, unless the matter to be voted on  constitutes a business combination, involves the acquisition of 50% or more of the outstanding stock of the Company, involves the issuance of Common Stock by the Company for cash or involves any acquisition by the Company, in which cases the Reporting Persons have agreed to vote the shares of Common Stock in accordance with the recommendation of the directors of the Company who were directors of the Company prior to January 8, 2001 (or who were elected by such directors); provided, however, that the voting restriction will not apply in any event if the average closing price of the Common Stock for the 90 days prior to the date of such vote is less than $14.5625 (as may be adjusted pursuant to the terms thereof) and the Reporting Persons are not in default under the Merger Agreement or any agreement executed in connection therewith.

Also, pursuant to the Stock Rights and Restrictions Agreement, the Reporting Persons have agreed not to transfer any of the shares of Common Stock of the Company without the prior written consent of a majority of the directors of the Company who were directors of the Company prior to January 8, 2001 (or who were elected by such directors), except under certain limited circumstances set forth in the Stock Rights and Restrictions Agreement. Certain such restrictions on transfer expired on January 8, 2006, and each of GE, IDX and IIC reserves the right to dispose of the shares of Common Stock of the Company in accordance with the Stock Rights and Restrictions Agreement.

Pursuant to the Stock Rights and Restrictions Agreement, so long as the Reporting Persons own 25% of the shares of Common Stock of the Company which it owned immediately following the Merger,

 

7



 

the Reporting Persons are entitled to designate one individual to the Company’s board of directors. The Reporting Persons’ initial designee to the Company’s board was Mr. Richard E. Tarrant. Mr. Tarrant also executed the Stock Rights and Restrictions Agreement, in his individual capacity, for the purpose of agreeing not to transfer any shares of Common Stock of the Company owned by him for a period of six months following the effectiveness of the Merger. Mr. Tarrant resigned from the board of directors of the Company on June 6, 2003.

Notwithstanding the execution of the Amended SAA (as defined in Item 4 above), the Stock Rights and Restrictions Agreement remains in full force and effect in accordance with its terms.

The foregoing descriptions of the Stock Rights and Restrictions Agreement and the Joinder are qualified in their entirety by reference to such agreements, which are filed as Exhibits 99.1 and 99.2 to this Statement.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit No.

 

Description

 

 

 

 

 

99.1*

 

Stock Rights and Restrictions Agreement, dated as of January 8, 2001, by and between Allscripts Healthcare Solutions, Inc. and IDX Systems Corporation.

 

 

 

99.2*

 

Joinder, dated as of September 30, 2001, by and among Allscripts Healthcare Solutions, Inc., IDX Systems Corporation and IDX Investment Corporation.

 

 

 

A

 

Joint Filing Statement

 


* Incorporated by reference to Amendment No. 1 to the Original Schedule 13D filed with the SEC on March 20, 2002.

 

8



 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify as of January 27, 2005 that the information set forth in this statement is true, complete and correct.

 

 

General Electric Company

 

 

 

By:

/s/ Michael McAlevey

 

 

 

Name:

Michael McAlevey

 

 

Title:

Associate Secretary

 

 

 

 

 

IDX Systems Corporation

 

 

 

By:

/s/ Vishal K. Wanchoo

 

 

 

Name:

Vishal K. Wanchoo

 

 

Title:

President

 

 

 

 

 

IDX Investment Corporation

 

 

 

By:

/s/ Vishal K. Wanchoo

 

 

 

Name:

Vishal K. Wanchoo

 

 

Title:

President

 

9



 

SCHEDULE A

 

DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC COMPANY, IDX
SYSTEMS CORPORATION AND IDX INVESTMENT CORPORATION

 

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of General Electric Company are set forth below:

 

GENERAL ELECTRIC COMPANY DIRECTORS

 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

J.I. Cash, Jr.

 

Former Professor of
Business Administration-
Graduate School of
Business Administration,
Harvard University

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

Sir William Castell

 

Vice Chairman of the
Board and Executive
Officer, General Electric
Company; Chairman, GE
Healthcare

 

GE Healthcare
Pollards Wood, Nightingales Lane
Chalfont St. Giles
HP8 4SP Great Britain

 

U.K.

A.M. Fudge

 

Chairman and Chief
Executive Officer, Young
& Rubicam, Inc.

 

Young & Rubicam, Brands.
285 Madison Avenue
New York, NY 10017

 

U.S.A.

C.X. Gonzalez

 

Chairman of the Board and
Chief Executive Officer,
Kimberly-Clark de Mexico,
S.A. de C.V.

 

Kimberly-Clark de Mexico
S.A. de C.V.
Jose Luis Lagrange 103
Tercero Piso
Colonia Los Morales
Mexico, D.F. 11510, Mexico

 

Mexico

J.R. Immelt

 

Chairman of the Board and
Chief Executive Officer,
General Electric Company

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

A. Jung

 

Chairman and Chief
Executive Officer, Avon
Products, Inc.

 

Avon Products, Inc.
1345 Avenue of the Americas
New York, NY 10105

 

Canada

A.G. Lafley

 

Chairman of the Board,
President and Chief
Executive Officer,
The Procter & Gamble
Company

 

The Proctor & Gamble Company
1 Procter & Gamble Plaza
Cincinnati, OH 45202-3315

 

U.S.A.

R.W. Lane

 

Chairman and Chief
Executive Officer, Deere &
Company

 

Deere & Company
One John Deere Place
Moline, IL 61265

 

U.S.A.

 

10



 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

R.S. Larsen

 

Former Chairman and
Chief Executive Officer,
Johnson & Johnson

 

Johnson & Johnson
100 Albany Street
Suite 200
New Brunswick, NJ 08901

 

U.S.A.

R.B. Lazarus

 

Chairman and Chief
Executive Officer, Ogilvy
& Mather Worldwide

 

Ogilvy & Mather Worldwide
309 West 49th Street
New York, NY 10019-7316

 

U.S.A.

S. Nunn

 

Retired Partner,
King & Spalding

 

Sam Nunn School of International Affairs
Georgia Institute of Technology
781 Marietta Street, NW
Atlanta, Georgia 30318

 

U.S.A.

R.S. Penske

 

Chairman of the Board and
President, Penske
Corporation

 

Penske Corporation
2555 Telegraph Road
Bloomfield Hills, MI 48302-0954

 

U.S.A.

R.J. Swieringa

 

Anne and Elmer Lindseth
Dean and Professor of
Accounting, S.C. Johnson
Graduate School, Cornell
University

 

S.C. Johnson Graduate School
Cornell University
207 Sage Hall
Ithaca, NY 14853-6201

 

U.S.A.

D.A. Warner III

 

Former Chairman of the
Board, J.P. Morgan Chase
& Co., The Chase
Manhattan Bank and
Morgan Guaranty Trust Co.
of New York

 

J.P. Morgan Chase & Co.,
The Chase Manhattan Bank and
Morgan Guaranty Trust Co. of New York
270 Park Avenue
New York, NY 10154

 

U.S.A.

R.C. Wright

 

Vice Chairman of the
Board and Executive
Officer, General Electric
Company; Chairman and
Chief Executive Officer,
NBC Universal, Inc.

 

NBC Universal, Inc.
30 Rockefeller Plaza
New York, NY 10112

 

U.S.A.

 

11



 

GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS

 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

J.R. Immelt

 

Chairman of the Board and Chief
Executive Officer

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

P.D. Ameen

 

Vice President and Comptroller

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

F. Beccalli

 

Senior Vice President, GE Europe

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

Italy

C.T. Begley

 

Senior Vice President, GE Plastics

 

General Electric Company
1 Plastics Avenue
Pittsfield, MA 01201

 

U.S.A.

M.W. Begor

 

Senior Vice President, GE
Consumer Finance, Americas

 

General Electric Company
1600 Summer Street
Stamford, CT 06927

 

U.S.A.

P.T. Bossidy

 

Senior Vice President, GE
Commercial Financial Services
Leasing

 

General Electric Company
44 Old Ridgebury Road
Danbury, CT 06810

 

U.S.A.

D.L. Calhoun

 

Vice Chairman of General Electric
Company; President and Chief
Executive Officer, GE
Infrastructure

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

J.P. Campbell

 

Senior Vice President, GE
Consumer & Industrial

 

General Electric Company
Appliance Park
Louisville, KY 40225

 

U.S.A.

W.H. Cary

 

Vice President, Investor
Communications

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

K.A. Cassidy

 

Vice President and GE Treasurer

 

General Electric Company
201 High Ridge Road
Stamford, CT 06905-3417

 

U.S.A.

Sir William Castell

 

Vice Chairman of the Board and
Executive Officer, General
Electric Company; Chairman, GE
Healthcare

 

GE Healthcare
Pollards Wood
Nightingales Lane
Chalfont St. Giles
HP8 4SP Great Britain

 

U.K.

W.J. Conaty

 

Senior Vice President, Human
Resources

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

 

12



 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

P. Daley

 

Senior Vice President, Corporate Business
Development

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

B.B. Denniston III

 

Senior Vice President and General
Counsel

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

S.C. Donnelly

 

Senior Vice President, GE Aircraft
Engines

 

General Electric Company
1 Neumann Way
Cincinnati, OH 05215

 

U.S.A.

S. Fitzsimons

 

Vice President, Corporate
Financial Planning and Analysis

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

Ireland

Y. Fujimori

 

Senior Vice President, GE
Consumer Finance-Asia

 

General Electric Company
21 Mita 1-chome
Meguro-ku 3d Floor Alto
Tokyo, Japan 153-0062

 

Japan

J.M. Hogan

 

Senior Vice President, GE
Healthcare

 

GE Healthcare
Pollards Wood
Nightingales Lane
Chalfont St. Giles
HP8 4SP Great Britain

 

U.S.A.

J. Krenicki

 

Senior Vice President, GE Energy

 

General Electric Company
4200 Wildwood Parkway
Atlanta, GA 30339

 

U.S.A.

M.M. Little

 

Senior Vice President, GE Global
Research

 

General Electric Company
One Research Circle
Niskayuna, NY 12309

 

U.S.A

M.A. Neal

 

Vice Chairman of General Electric
Company; President and Chief
Executive Officer, GE
Commercial Financial Services

 

General Electric Company
260 Long Ridge Road
Stamford, CT 06927

 

U.S.A.

D.R. Nissen

 

Senior Vice President, GE
Consumer Finance

 

General Electric Company
201 High Ridge Road
Stamford, CT 06905-3417

 

U.S.A.

D. O’Connor

 

Senior Vice President
GE Consumer Finance-Europe

 

General Electric Company
Woodchester House
Golden Lake Dublin 8
Dublin 8 IRE

 

Ireland

J.A. Parke

 

Senior Vice President, General
Electric Company; Vice Chairman,
GE Capital Corporation

 

General Electric Company
260 Long Ridge Road
Stamford, CT 06927

 

U.S.A.

M.E. Pralle

 

Senior Vice President, GE
Commercial Financial Services-
Real Estate

 

General Electric Company
292 Long Ridge Road
Stamford, CT 06927

 

U.S.A.

 

13



 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

R.R. Pressman

 

Senior Vice President, GE
Insurance

 

General Electric Company
9201 State Line
Kansas City, KS 64114-3234

 

U.S.A.

G.M. Reiner

 

Senior Vice President, Chief
Information Officer

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

J.G. Rice

 

Vice Chairman of General Electric
Company; President and Chief
Executive Officer, GE Industrial

 

General Electric Company
4200 Wildwood Parkway
Atlanta, GA 30339

 

U.S.A.

K.S. Sherin

 

Senior Vice President, Finance and
Chief Financial Officer

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

L.G. Trotter

 

Executive Vice President

 

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

 

U.S.A.

W.A. Woodburn

 

Senior Vice President, GE
Industrial

 

General Electric Company
187 Danbury Road
Wilton, CT 06897

 

U.S.A.

R.C. Wright

 

Vice Chairman of the Board and
Executive Officer, General
Electric Company; Chairman and
Chief Executive Officer, NBC
Universal, Inc.

 

NBC Universal, Inc.
30 Rockefeller Plaza
New York, NY 10112

 

U.S.A.

 

14



 

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of IDX Systems Corporation are set forth below:

 

IDX SYSTEMS CORPORATION DIRECTORS

 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

Jean Pechette

 

Legal Counsel, GE
Healthcare

 

GE Healthcare
800 Business Center Drive
Mt. Prospect, IL 60056-2178

 

U.S.A.

Jacqueline Studer

 

General Counsel, GE
Healthcare Information
Technology

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

Vishal Wanchoo

 

President and Chief
Executive Officer, GE
Healthcare Information
Technologies; President,
IDX Systems Corporation;
President, IDX Investment
Corporation

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

 

IDX SYSTEMS CORPORATION EXECUTIVE OFFICERS

 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

Robert W. Baker, Jr.

 

Senior Vice President and
Managing Director, IDX Systems
UK Ltd.

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Julie A. Dale

 

Interim and Assistant General
Counsel and Interim Chief
Compliance Officer

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Timothy Davis

 

Vice President, IDX Systems
Corporation; Vice President –
Human Resources, GE Healthcare

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

Robert F. Galin

 

President, IDX Global Business
Development and Executive Vice
President

 

IDX Systems Corporation
116 Huntington Avenue
Boston, MA 02116

 

U.S.A.

Stephen C. Gorman

 

President and General Manager,
Groupcast Operating Unit

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

 

15



 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

Thomas G. Horton

 

Senior Vice President, Strategy
and Business Development

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Chaofu Jeffrey Kao

 

Senior Vice President and General
Manager, Flowcast Operating Unit

 

IDX Systems Corporation
116 Huntington Avenue
Boston, MA 02116

 

U.S.A.

Cynthia Limoges

 

Senior Vice President, Human
Resources

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Walt N. Marti

 

Vice President and General
Manager, Imagecast Operating
Unit

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Scott Mendel

 

Treasurer, IDX Systems
Corporation; Global Finance
Manager, GE Healthcare

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

Jean Pechette

 

Assistant Secretary, IDX Systems
Corporation; Legal Counsel, GE
Healthcare

 

GE Healthcare
800 Business Center Drive
Mt. Prospect, IL 60056-2178

 

U.S.A.

Christopher Powell

 

Senior Vice President, Sales

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Jacqueline Studer

 

Secretary, IDX Systems
Corporation; General Counsel, GE
Healthcare Information
Technologies

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

Vishal Wanchoo

 

President, IDX Systems
Corporation; President and Chief
Executive Office, IDX Investment
Corporation; President and
Chief Executive Officer, GE Healthcare
Information Technologies

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

 

16



 

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of IDX Investment Corporation are set forth below:

 

IDX INVESTMENT CORPORATION DIRECTORS

 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

Robert W. Baker, Jr.

 

Senior Vice President and
Managing Director, IDX
Systems UK Ltd.

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Jean Pechette

 

Legal Counsel, GE
Healthcare

 

GE Healthcare
800 Business Center Drive
Mt. Prospect, IL 60056-2178

 

U.S.A.

Jacqueline Studer

 

General Counsel, GE
Healthcare Information
Technology

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

Vishal Wanchoo

 

President and Chief
Executive Officer, GE
Healthcare Information
Technologies; President,
IDX Systems Corporation;
President, IDX Investment
Corporation

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

 

IDX INVESTMENT CORPORATION EXECUTIVE OFFICERS

 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

Robert W. Baker, Jr.

 

Senior Vice President and
Managing Director, IDX Systems
UK Ltd.

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Julie A. Dale

 

Interim and Assistant General
Counsel and Secretary

 

IDX Systems Corporation
40 IDX Drive
South Burlington, VT 05402

 

U.S.A.

Timothy Davis

 

Vice President, IDX Investment
Corporation; Vice President –
Human Resources, GE Healthcare

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

Scott Mendel

 

Treasurer, IDX Investment
Corporation; Global Finance
Manager, GE Healthcare

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

 

17



 

Name

 

Present
Principal Occupation

 

Present
Business Address

 

Citizenship

Vishal Wanchoo

 

President and Chief Executive
Officer, IDX Investment
Corporation; President, IDX
Systems Corporation; President
and Chief Executive Officer, GE
Healthcare Information
Technologies

 

GE Healthcare
540 West Northwest Highway
Barrington, IL 60010-3076

 

U.S.A.

 

18



 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Amendment No.4 to Schedule 13D is hereby filed on behalf of each of us.

 

Dated:  January 27, 2006

 

 

 

 

General Electric Company

 

 

 

By:

/s/ Michael McAlevey

 

 

 

Name:

Michael McAlevey

 

 

Title:

Associate Secretary

 

 

 

 

IDX Systems Corporation

 

 

 

By:

/s/ Vishal K. Wanchoo

 

 

 

Name:

Vishal K. Wanchoo

 

 

Title:

President

 

 

 

 

IDX Investment Corporation

 

 

 

By:

/s/ Vishal K. Wanchoo

 

 

 

Name:

Vishal K. Wanchoo

 

 

Title:

President

 

19


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