Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

 

 

 

CTI Molecular Imaging, Inc.

(Name of Issuer)

 

 

Common Stock, par value, $0.01 per share

(Title of Class of Securities)

 

 

22943D105

(CUSIP Number)

 

 

Kenneth R. Meyers, Esq.

Siemens Corporation

153 East 53rd Street, 56th Floor

New York, NY 10022

(212) 258-4797

 

Copy to:

 

Stephen M. Besen, Esq.

Shearman & Sterling LLP

559 Lexington Ave

New York, NY 10022

(212) 848-8902

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

 

 

March 18, 2005

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box.  ¨

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).


SCHEDULE 13D

CUSIP No. 22943D105

  Page 2 of 20 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

MI Merger Co.

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (See Instructions)

 

AF

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

        0


  8    SHARED VOTING POWER

 

        13,111,135


  9    SOLE DISPOSITIVE POWER

 

        0


10    SHARED DISPOSITIVE POWER

 

        13,111,135

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,111,135

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

27.1%

   
14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

   

 

Page 2 of 20 Pages


SCHEDULE 13D

CUSIP No. 22943D105

  Page 3 of 20 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Siemens Medical Solutions USA, Inc.

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (See Instructions)

 

AF

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

        894,906


  8    SHARED VOTING POWER

 

        13,111,135


  9    SOLE DISPOSITIVE POWER

 

        894,906


10    SHARED DISPOSITIVE POWER

 

        13,111,135

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,006,041

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.0%

   
14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

   

 

Page 3 of 20 Pages


SCHEDULE 13D

CUSIP No. 22943D105

  Page 4 of 20 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Siemens Aktiengesellschaft

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (See Instructions)

 

WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Federal Republic of Germany

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

        894,906


  8    SHARED VOTING POWER

 

        13,111,135


  9    SOLE DISPOSITIVE POWER

 

        894,906


10    SHARED DISPOSITIVE POWER

 

        13,111,135

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,006,041

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.0%

   
14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

   

 

Page 4 of 20 Pages


Item 1. Security and Issuer.

 

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share, including the associated preferred stock purchase rights (together, the “Shares”) of CTI Molecular Imaging, Inc., a Delaware corporation (the “Issuer” or the “Company”). The Issuer’s principal executive offices are located at 810 Innovation Drive, Knoxville, TN 37932-2571.

 

Item 2. Identity and Background.

 

The persons listed in numbers 1 through 3 below are the persons filing this joint statement.

 

1. Siemens Aktiengesellschaft

 

(a) Siemens Aktiengesellschaft (“Siemens AG”) is a company formed under the laws of the Federal Republic of Germany.

 

(b) The address of the principal office of Siemens AG is Wittelsbacherplatz 2, D-80333 Munich, Federal Republic of Germany.

 

(c) Siemens AG’s principal business is the design, development, manufacture and marketing of a wide range of electrical and electronic products and systems

 

(d) During the past five years, Siemens AG has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the past five years, Siemens AG has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree 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.

 

2. Siemens Medical Solutions USA, Inc.

 

(a) Siemens Medical Solutions USA, Inc. (“Siemens Medical”) is a Delaware corporation.

 

(b) The address of the principal office of Siemens Medical is 51 Valley Stream Parkway, Malvern, Pennsylvania 19355-1406.

 

(c) The principal business purpose of Siemens Medical, an indirect wholly owned subsidiary of Siemens AG, is the design, development, manufacture and marketing of medical diagnostic and therapeutic systems and devices and information technology systems for clinical and administrative purposes.

 

(d) During the past five years, Siemens Medical has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Page 5 of 20 Pages


(e) During the last five years, Siemens Medical has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree 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.

 

3. MI Merger Co.

 

(a) MI Merger Co. (“Purchaser”) is a Delaware corporation.

 

(b) The address of the principal office of Purchaser is 51 Valley Stream Parkway, Malvern, Pennsylvania 19355-1406.

 

(c) Purchaser is a newly incorporated, wholly owned subsidiary of Siemens Medical.

 

(d) During the past five years, Purchaser has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, Purchaser has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree 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.

 

Siemens AG, Siemens Medical and Purchaser are each a “Reporting Person” and are referred to collectively in this Statement as the “Reporting Persons.”

 

Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) residence or business address, (c) present principal occupation or employment, and (d) citizenship, of each executive officer and director of the Reporting Persons, and (e) name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than the Reporting Persons, as the case may be, for which such information is set forth.

 

During the last five years, to the best of the Reporting Persons’ knowledge, none of the Reporting Persons’ directors or executive officers, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree 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 3. Source and Amount of Funds or Other Considerations.

 

The total amount of funds required by Siemens Medical and Purchaser to consummate the transactions described in this Statement and to pay related fees and expenses is estimated to be approximately $1,050,000,000. Siemens Medical and Purchaser will have such funds available as cash on hand, if necessary by borrowing such funds from either Siemens AG or Siemens Capital Corporation, a wholly owned subsidiary of Siemens AG.

 

Page 6 of 20 Pages


Item 4. Purpose of Transaction.

 

(a) - (g), (j) Pursuant to the Agreement and Plan of Merger, dated as of March 18, 2005 (the “Merger Agreement”) among Siemens Medical, Purchaser and the Issuer, Purchaser will commence an offer (the “Offer”) to purchase all of the Shares that are issued and outstanding for $20.50 per share, net to the seller in cash, without interest, upon the terms and conditions to be set forth in Purchaser’s Offer to Purchase. The Merger Agreement provides, among other things, that as soon as practicable after the satisfaction or, if permitted under the Merger Agreement, waiver of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware (“Delaware Law”), Purchaser will be merged with and into the Company (the “Merger”). As a result of the Merger, the Company will continue as the surviving corporation (the “Surviving Corporation”) and will become a wholly owned subsidiary of Siemens Medical. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held in the treasury of the Company, Shares owned by Purchaser, Siemens Medical or any direct or indirect subsidiary of Siemens Medical and Shares which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected appraisal rights for such Shares in accordance with Delaware Law (“Dissenting Stockholders”)) shall be canceled and converted into the right to receive $20.50 in cash, or any higher price that may be paid per Share in the Offer, without interest. Shares held in the treasury of the Company and Shares owned by Purchaser, Siemens Medical or any direct or indirect subsidiary of Siemens Medical (except for Shares held by CTI PET Systems, Inc., a joint venture between Siemens Medical and the Company (“CPS”) which shall be converted into shares of the Surviving Corporation), immediately prior to the Effective Time shall be canceled without conversion. Shares held by Dissenting Stockholders shall be converted into, in connection with the Merger, the right to receive cash for the fair value of the Shares as determined to be due in accordance with the procedures prescribed by Delaware Law.

 

The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Purchaser shall be entitled to designate up to such number of directors (including Wolf-Ekkhard Blanz, Ph.D., as one of the directors designated by Purchaser), rounded up to the next whole number, on the Board of Directors of the Company (the “Company Board”) as shall give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding. In the Merger Agreement, the Company has agreed to take all actions necessary to cause persons designated by Purchaser to be elected or appointed as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors or both; provided, however, that the Company shall use its best efforts to ensure that at least two members of the Company Board (excluding Wolf-Ekkehard Blanz, Ph.D.), who are not employees of the Company as of the date of the Merger Agreement, shall remain members of the Company Board.

 

The Merger Agreement provides that the directors and officers of Purchaser immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation. At the Effective Time, the certificate of incorporation and bylaws of Purchaser, as in effect

 

Page 7 of 20 Pages


immediately prior to the Effective Time, will be the certificate of incorporation and bylaws of the Surviving Corporation except that the certificate of incorporation of the Surviving Corporation shall be amended to provide that the name of the Surviving Corporation shall be the name of the Company.

 

Concurrently with entering into the Merger Agreement, Siemens Medical, Purchaser, Terry Douglass, Ph.D., Revocable Charitable Trust of Terry and Rosann Douglass, Vision Investments, LLC, Pro Vision Foundation, Rosann B. Douglass, Ronald Nutt, Ph.D., Earleene Nutt, Grantor Retained Annuity Trust for Ronald Nutt, RN Investments, LLC, Ron & Earleene Nutt Irrevocable Trust, Randii Nichole Goble Present Interest Trust, Ronald James Goble Present Interest Trust, Zoe Eve Nutt Present Interest Trust, Richard Alexander Roble Present Interest Trust, Randall Carter Nutt Present Interest Trust, Robert Daniel Nutt Present Interest Trust, John Brooks Nutt Present Interest Trust, Robert E. Nutt, Robert E. Nutt Irrevocable Trust, Michael E. Phelps and Patricia E. Phelps (the “Stockholders”) entered into Stockholders Support Agreements, dated as of March 18, 2005 (the “Stockholders Support Agreements”), pursuant to which the Stockholders have agreed, among other things, (i) to validly tender (and not withdraw) their Shares in the Offer and (ii) to vote their Shares in favor of the Merger, if applicable. Except as otherwise provided in the Stockholders Support Agreements, each of the Stockholders will not: (i) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing; (ii) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto; (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; or (iv) take any action that would make any representation or warranty of such Stockholder therein untrue or incorrect in any material respect or have the effect of preventing or disabling such Stockholder from performing his obligations thereunder.

 

(h) and (i) Siemens Medical intends to cause the delisting of the Shares by Nasdaq as soon as possible after consummation of the Offer. Purchaser currently intends to seek to cause the Company to terminate the registration of the shares under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as soon after consummation of the Offer as the requirements for termination are met. Such termination will substantially reduce the information required to be furnished by the Company to holders of shares and to the Securities and Exchange Commission under the Exchange Act.

 

References to and descriptions of the Merger Agreement and the Stockholders Support Agreements as set forth in this Item 4 are qualified in their entirety by reference to the Merger Agreement and the Stockholders Support Agreements, which are attached as exhibits to this Statement and incorporated by reference in this Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

(a) - (b) As of the date hereof, Siemens Medical directly owns 894,906 Shares. Siemens AG, by virtue of its ownership and control of Siemens Medical, is deemed to beneficially own the 894,906 Shares directly owned by Siemens Medical. In addition, for purposes of Rule 13d-3

 

Page 8 of 20 Pages


under the Exchange Act, as a result of entering into the Stockholders Support Agreements, the Reporting Persons may be deemed to possess shared power to vote, or direct the vote of, and shared power to dispose of, or direct the disposition of, 13,111,135 Shares (including 375,781 Shares issuable to the Stockholders upon the exercise of stock options and equity awards within 60 days from the date hereof) representing approximately 27.1% of the outstanding Shares with respect to Purchaser and, along with the Shares owned directly by Siemens Medical, 29.0% of the outstanding Shares with respect to each of Siemens AG and Siemens Medical (based upon the number of outstanding Shares set forth in the Merger Agreement).

 

The Reporting Persons expressly disclaim beneficial ownership of any and all Shares which are subject to the Stockholders Agreements, and nothing herein shall be deemed an admission by any Reporting Person as to the beneficial ownership of such shares.

 

(c) - (d) Except as described herein, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A attached hereto, has acquired or disposed of any Shares during the past 60 days. Furthermore, the Reporting Person does not know of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Statement.

 

(e) Not applicable.

 

References to and descriptions of the Stockholders Support Agreements as set forth in this Item 5 are qualified in their entirety by reference to the Stockholders Support Agreements, which are attached as exhibits to this Statement and incorporated by reference in this Item 5.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The responses to Items 3, 4 and 5 are incorporated herein by reference.

 

In 1987, Siemens Medical entered into a joint venture with the Company pursuant to which Siemens Medical acquired 49.9% of the outstanding capital stock of CPS. The cash consideration paid by Siemens Medical for its 49.9% interest was paid directly to the individual shareholders of CPS. The amount of the consideration, and the determination of the ownership percentage acquired by Siemens Medical was negotiated at arm’s length between Siemens Medical and the shareholders of CPS.

 

The joint venture agreement contains, among other things, a put/call provision pursuant to which Siemens Medical has the right to acquire from the Company for cash up to that number of shares of CPS common stock necessary to bring Siemens’ aggregate ownership interest in CPS to 80%. This call right becomes exercisable upon CPS selling, during the year preceding the exercise, in excess of the cumulative total number of units specified in the “Siemens minima plus 20% plan” attached to the joint venture agreement which provides for increases in the cumulative total number of units sold by CPS by 74 units each year. As of September 30, 2004, the cumulative total number of units sold by CPS was 852 and CPS would need to have sold a cumulative total of 1,055 units to achieve the required cumulative sales level for the put/call right to be exercisable by either party.

 

Page 9 of 20 Pages


Upon the exercise of either the put or the call, the joint venture provides that the parties will attempt to negotiate the prices to be paid for the CPS shares. In the event the parties are unable to agree on price within 60 days, the price will be determined through an appraisal process with each party obtaining a valuation of the CPS shares by an independent professional experienced in the valuation of closely held corporations similar to CPS. If the valuations that are obtained are within 20% of each other, the price to be paid for the CPS shares will be the average of the two valuations. If the difference between the valuations is more than 20%, the two appraisers will select another independent appraiser to provide a third valuation. In this case, the price to be paid for the CPS shares will be the average of the two valuations that are closest to each other.

 

If the put/call right is exercised and Siemens Medical’s aggregate ownership interest in CPS increases to 80%, Siemens Medical will then be able to effect a merger of CPS with another Siemens-controlled entity and acquire the remaining 20% from the Company. Siemens Medical will only be required to pay the Company either a negotiated price for the remaining 20% or, if the Company and Siemens Medical are unable to agree, the fair value of the shares as determined in accordance with applicable provisions of the Tennessee Business Corporation Act, as amended.

 

The joint venture does not provide for any mandatory dividends or distributions by CPS to the Company or to Siemens Medical. Since the formation of the joint venture, CPS has not paid any dividends or made any distributions on its capital stock. Payment of future dividends or distributions, if any, on the capital stock of CPS would be at the discretion of the CPS board of directors. CPS is the beneficial owner of 640,000 Shares.

 

The foregoing summary of the terms of the joint venture agreement is qualified in its entirety by reference to the full text of the Stock Purchase, Reorganization and Joint Venture Agreement, dated as of December 10, 1987, and amended March 31, 1995, June 30, 1997, April 2001 and March 20, 2002 by and among CTI Group, Inc., CTI PET Systems, Inc., Dr. Terry D. Douglass, Dr. Ronald Nutt, Michael C. Crabtree, J. Kelly Milam and Siemens Gammasonics, Inc., a copy of which is attached as Exhibit 7 to this Statement and is incorporated herein by reference.

 

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of the Reporting Persons or between any of the Reporting Persons and any other person or, to the best of the Reporting Persons’ knowledge, among any of the persons named in Schedule A or between any such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Page 10 of 20 Pages


Item 7. Materials to be Filed as Exhibits.

 

Exhibit No.


  

Description


1.

   Joint Filing Agreement, dated March 28, 2005, among Siemens Aktiengesellschaft, Siemens Medical Solutions USA, Inc. and MI Merger Co.

2.

   Agreement and Plan of Merger, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co. and CTI Molecular Imaging, Inc. (incorporated by reference to Exhibit 2.1 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).

3.

   Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Terry D. Douglass, Ph.D., Revocable Charitable Trust of Terry and Rosann Douglass, Vision Investments, LLC, Pro Vision Foundation and Rosann Douglass (incorporated by reference to Exhibit 10.1 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).

4.

   Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Ronald Nutt, Ph.D., Earleene Nutt, Grantor Retained Annuity Trust for Ronald Nutt, RN Investments, LLC, Ron & Earleene Nutt Irrevocable Trust, Randii Nichole Goble Present Interest Trust, Ronald James Goble Present Interest Trust, Zoe Eve Nutt Present Interest Trust, Richard Alexander Roble Present Interest Trust, Randall Carter Nutt Present Interest Trust, Robert Daniel Nutt Present Interest Trust and John Brooks Nutt Present Interest Trust (incorporated by reference to Exhibit 10.2 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).

5.

   Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Robert E. Nutt and Robert E. Nutt Irrevocable Trust (incorporated by reference to Exhibit 10.4 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).

6.

   Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Michael E. Phelps and Patricia E. Phelps (incorporated by reference to Exhibit 10.3 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).

7.

   Stock Purchase, Reorganization and Joint Venture Agreement, dated as of December 10, 1987, and amended March 31, 1995, June 30, 1997, April 2001 and March 20, 2002 by and among CTI Group, Inc., CTI PET Systems, Inc., Dr. Terry D. Douglass, Dr. Ronald Nutt, Michael C. Crabtree, J. Kelly Milam and Siemens Gammasonics, Inc. (incorporated by reference to Exhibit 10.1 to CTI Molecular Imaging, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 5, 2002).

 

Page 11 of 20 Pages


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:

       

March 28, 2005

     

SIEMENS AKTIENGESELLSCHAFT

        /s/    Robert Kirschbaum
        Signature
        Robert Kirschbaum/Syndikus
        Name/Title
       

SIEMENS MEDICAL SOLUTIONS USA, INC.

        /s/    Dr. James Ruger
        Signature
        Dr. James Ruger/Secretary
        Name/Title
       

MI MERGER CO.

        /s/    Kenneth R. Meyers
        Signature
        Kenneth R. Meyers/Secretary
        Name/Title

 

Page 12 of 20 Pages


 

SCHEDULE A

 

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS

 

SIEMENS AKTIENGESELLSCHAFT MANAGING BOARD

 

Name


  

Business Address


  

Principal Occupation/
Employment


  

Name/Principal Business/Address of Principal
Employment


   Citizenship

Dr. Klaus Kleinfeld   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   President and CEO   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Johannes Feldmayer   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Thomas Ganswindt   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Prof. Dr. Edward G. Krubasik   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Rudi Lamprecht   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Heinz-Joachim Neubürger   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President and Chief Financial Officer   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Dr. Jürgen Radomski   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President and Chief Personnel Officer   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Prof. Dr. Erich R. Reinhardt   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Senior Vice President, Siemens AG and President and CEO, Siemens Medical Solutions USA, Inc.   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany

 

Page 13 of 20 Pages


 

Name


  

Business Address


  

Principal Occupation/

Employment


  

Name/Principal Business/Address of Principal
Employment


  

Citizenship


Dr. Uriel J. Sharef   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Prof. Dr. Claus Weyrich   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Senior Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
SIEMENS AKTIENGESELLSCHAFT SUPERVISORY BOARD

Name


  

Business Address


  

Principal Occupation/

Employment


  

Name/Principal Business/Address of Principal
Employment


  

Citizenship


Prof. Dr. Klaus Wucherer   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Executive Vice President   

Siemens AG

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Dr. Heinrich von Pierer   

Siemens AG

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Chairman of the Supervisory Board   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Ralf Heckmann   

Siemens AG

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   First Deputy Chairman of the Supervisory Board, Chairman of the Central Works Council, Siemens AG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Dr. Josef Ackerman   

Deutsche Bank AG

Taunusanlage 12

60262 Frankfurt am Main

Germany

   Second Deputy Chairman of the Supervisory Board, Spokesman of the Board of Managing Directors, Deutsche Bank AG   

Deutsche Bank AG

(Financial Services)

Taunusanlage 12

60262 Frankfurt am Main

Germany

   Switzerland
Lothar Adler   

Siemens AG

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Deputy Chairman of the Central Works Council, Siemens AG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany

 

Page 14 of 20 Pages


Name


   Business Address

  

Principal Occupation/
Employment


  

Name/Principal Business/Address of Principal
Employment


  

Citizenship


Gerhard Bieletzki    Siemens AG
c/o Dr. Karl-Hermann
Baumann

Wittelsbacherplatz 2,
D-80333, Münich
Germany
  

Member of the Supervisory Board, Member of the
Combine Works Council, Siemens AG, Deputy Chairman of Supervisory Board of Siemens VDO Automotive AG

  

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
John David Combe    GlaxoSmithKline plc
Stockley Park West,
Uxbridge,
Middlesex, UB11 1BT
United Kingdom
   Chief Financial Officer, GlaxoSmithKline plc   

GlaxoSmithKline plc

(Pharmaceuticals)

Stockley Park West,

Uxbridge,

Middlesex, UB11 1BT

United Kingdom

   UK
Hildegard Cornudet    Siemens AG
c/o Dr. Karl-Hermann
Baumann

Wittelsbacherplatz 2,
D-80333, Münich
Germany
   Chairwoman of the Central Works Council, Siemens Business Services GmbH & Co. OHG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Dr. Gerhard Cromme    ThyssenKrupp AG
August-Thyssen-Str. 1
40211 Düsseldorf
Germany
   Chairman of the Supervisory Board, ThyssenKrupp AG   

ThyssenKrupp AG

(Steel, Capital Goods and Services)

August-Thyssen-Str. 1

40211 Düsseldorf

Germany

   Germany
Birgit Grube    Siemens AG
c/o Dr. Karl-Hermann
Baumann

Wittelsbacherplatz 2,
D-80333, Münich
Germany
   Office Clerk, Siemens AG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany

 

Page 15 of 20 Pages


Name


  

Business Address


  

Principal Occupation/
Employment


  

Name/Principal Business/Address of Principal
Employment


   Citizenship

Heinz Hawreliuk   

IG Metall

Wilhelm Leuschner Straße 79

60329 Frankfurt am Main

Germany

   Head of the Company Codetermination Department, IG Metall   

IG Metall

(Labor Union)

Wilhelm Leuschner Straße 79

60329 Frankfurt am Main

Germany

   Germany
Berthold Huber   

IG Metall

Wilhelm Leuschner Straße 79

60329 Frankfurt am Main

Germany

   Deputy Chairman, IG Metall   

IG Metall

(Labor Union)

Wilhelm Leuschner Straße 79

60329 Frankfurt am Main

Germany

   Germany
Prof. Dr. Walter Kröll   

Helmholtz-Gemeinschaft Deutscher Forschungszentren e.V.

Ahrstrasse 45

53175 Bonn,

Germany

   President of Helmholtz-Gemeinschaft Deutscher Forschungszentren e.V.   

Helmholtz-Gemeinschaft Deutscher Forschungszentren e.V.

(Scientific Research)

Ahrstrasse 45

53175 Bonn,

Germany

   Germany
Wolfgang Müller   

IG Metall

Wilhelm Leuschner Straße 79

60329 Frankfurt am Main

   Head of Siemens Team IG Metall   

IG Metall

(Labor Union)

Wilhelm Leuschner Straße 79

60329 Frankfurt am Main

   Germany
Georg Nassauer   

Siemens AG

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Steel Casting Constructor, Siemens AG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany
Dr. Albrecht Schmidt   

Bayerische Hypo- und Vereinsbank AG

Am Tucherpark 16

80538 Muenchen, Bavaria

Germany

   Chairman of the Supervisory Board, Bayerische Hypo- und Vereinsbank AG   

Bayerische Hypo- und Vereinsbank AG (Financial Services)

Am Tucherpark 16

80538 Muenchen, Bavaria

Germany

   Germany
Dr. Henning Schulte-Noelle   

Allianz AG

Königinstrasse 28,

80802, Munich

Germany

   Chairman of the Supervisory Board, Allianz AG   

Allianz AG (Financial Services)

Königinstrasse 28,

80802, Munich

Germany

   Germany
Peter von Siemens   

Siemens AG

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Industrial Manager, Siemens AG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany

 

Page 16 of 20 Pages


Name


  

Business Address


  

Principal Occupation/
Employment


  

Name/Principal Business/Address of
Principal Employment


  

Citizenship


Jerry I. Speyer   

TishmanSpeyer Properties

520 Madison Avenue

New York, New York 10022

   President, TishmanSpeyer Properties   

TishmanSpeyer Properties

(Real Estate)

520 Madison Avenue

New York, New York 10022

   USA
Lord Iain Valiance of Tummel   

Royal Bank of Scotland Group

42 St. Andrew Square

Edinburgh

EH2 2YE

United Kingdom

   Vice Chairman, Royal Bank of Scotland Group   

Royal Bank of Scotland Group

(Financial Services)

42 St. Andrew Square

Edinburgh

EH2 2YE

United Kingdom

   UK
Klaus Wigand   

Siemens AG

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Industrial Manager, Siemens AG   

Siemens AG

(Electrical Engineering and Electronics)

c/o Dr. Karl-Hermann Baumann

Wittelsbacherplatz 2,

D-80333, Münich

Germany

   Germany

 

SIEMENS MEDICAL SOLUTIONS USA, INC.

 

Name


  

Business Address


  

Principal Occupation/
Employment


  

Name/Principal Business/Address of Principal
Employment


   Citizenship

Erich Reinhardt   

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   President and CEO of Siemens Medical Solutions USA, Inc., Senior Vice President, Siemens AG   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   Germany
Thomas N. McCausland   

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   President and CEO, Customer Solutions Group, Siemens Medical Solutions USA, Inc.   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   USA

 

Page 17 of 20 Pages


Name


  

Business Address


  

Principal Occupation/
Employment


  

Name/Principal Business/Address of Principal
Employment


  

Citizenship


Thomas Miller

  

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   President and CEO, Health Services Group, Siemens Medical Solutions USA, Inc.   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   USA

George Nolen

  

George Nolen

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   President and CEO, Siemens Corporation   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   USA

Michael Reitermann

  

2501 North Barrington Road, Suite 200

Hoffman Estates, IL 60195

   President, Nuclear Medicine Group, Siemens Medical Solutions USA, Inc.   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

2501 North Barrington Road, Suite 200

Hoffman Estates, IL 60195

   Germany

Ajit Singh

  

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   President, Oncology Care Systems Group, Siemens Medical Solutions USA, Inc.   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   USA

Klaus Stegemann

  

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   Executive Vice President and Chief Financial Officer, Siemens Corporation   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   Germany

Goetz Steinhardt

  

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   Member of Management Board of Siemens Medical Solutions Group of Siemens AG   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   Germany

Georg Obermayr

  

Siemens Medical Solutions USA, Inc.

51 Valley Stream Parkway

Malvern, PA 19355-1406

   CFO, Siemens Medical Solutions USA, Inc.   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   Germany

 

Page 18 of 20 Pages


MI MERGER CO.

 

Name


  

Business Address


  

Principal Occupation/
Employment


  

Name/Principal Business/Address of Principal
Employment


  

Citizenship


Dr. Hermann Requardt   

Siemens Medical Solutions

Hartmannstrasse 16

91505 Erlangen

   Executive Vice President, Siemens Medical Solutions   

Siemens Medical Solutions

(Medical Technology)

Hartmannstrasse 16

91505 Erlangen

   Germany
James R. Ruger   

MI Merger Co.

51 Valley Stream Parkway,

Malvern, PA 19355-1406

   Vice President and Treasurer, MI Merger Co.   

Siemens Medical Solutions USA, Inc.

(Medical Technology)

51 Valley Stream Parkway

Malvern, PA 19355-1406

   USA
Kenneth R. Meyers   

153 East 53rd St,

New York, NY 10022

   Associate General Counsel, Siemens Corporation   

Siemens Corporation

(Electrical Engineering and Electronics)

153 East 53rd St,

New York, NY 10022

   USA

 

Page 19 of 20 Pages


 

EXHIBIT INDEX

 

Exhibit No.

  

Description


1.    Joint Filing Agreement, dated March 28, 2005, among Siemens Aktiengesellschaft, Siemens Medical Solutions USA, Inc. and MI Merger Co.
2.    Agreement and Plan of Merger, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co. and CTI Molecular Imaging, Inc. (incorporated by reference to Exhibit 2.1 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).
3.    Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Terry D. Douglass, Ph.D., Revocable Charitable Trust of Terry and Rosann Douglass, Vision Investments, LLC, Pro Vision Foundation and Rosann Douglass (incorporated by reference to Exhibit 10.1 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).
4.    Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Ronald Nutt, Ph.D., Earleene Nutt, Grantor Retained Annuity Trust for Ronald Nutt, RN Investments, LLC, Ron & Earleene Nutt Irrevocable Trust, Randii Nichole Goble Present Interest Trust, Ronald James Goble Present Interest Trust, Zoe Eve Nutt Present Interest Trust, Richard Alexander Roble Present Interest Trust, Randall Carter Nutt Present Interest Trust, Robert Daniel Nutt Present Interest Trust and John Brooks Nutt Present Interest Trust (incorporated by reference to Exhibit 10.2 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).
5.    Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Robert E. Nutt and Robert E. Nutt Irrevocable Trust (incorporated by reference to Exhibit 10.4 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).
6.    Stockholders Support Agreement, dated as of March 18, 2005, among Siemens Medical Solutions USA, Inc., MI Merger Co., Michael E. Phelps and Patricia E. Phelps (incorporated by reference to Exhibit 10.3 to CTI Molecular Imaging, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2005).
7.    Stock Purchase, Reorganization and Joint Venture Agreement, dated as of December 10, 1987, and amended March 31, 1995, June 30, 1997, April 2001 and March 20, 2002 by and among CTI Group, Inc., CTI PET Systems, Inc., Dr. Terry D. Douglass, Dr. Ronald Nutt, Michael C. Crabtree, J. Kelly Milam and Siemens Gammasonics, Inc. (incorporated by reference to Exhibit 10.1 to CTI Molecular Imaging, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 5, 2002).

 

Page 20 of 20 Pages