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Registration No. 333-51761
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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RELTEC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3227019
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5900 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4019
(Address of principal executive office)
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AMENDED AND RESTATED 1995 STOCK PURCHASE AND OPTION PLAN FOR
EMPLOYEES OF RELTEC HOLDINGS, INC. AND SUBSIDIARIES
THE 1998 EQUITY PARTICIPATION PLAN OF RELTEC CORPORATION
THE RELTEC CORPORATION SAVINGS AND INVESTMENT PLAN
RELTEC CORPORATION DEFERRED COMPENSATION AND RESTORATION PLAN
RELTEC CORPORATION DIRECTORS' DEFERRED COMPENSATION PLAN
(Full titles of the Plans)
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VALERIE GENTILE SACHS
Vice President and General Counsel
RELTEC Corporation
5900 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4019
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
GLENN E. MORRICAL:
Arter & Hadden LLP
925 Euclid Avenue, Suite 1100
Cleveland, Ohio 44115
216-696-3431
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On May 4, 1998, RELTEC Corporation (the "Registrant") filed a Registration
Statement on Form S-8, Registration No. 333-51761 (the "Registration
Statement"), to register 9,377,549 shares of common stock, $.01 par value per
share, of the Registrant ("Shares"), to be issued pursuant to the Amended and
Restated 1995 Stock Purchase and Option Plan For Employees of RELTEC
Holdings, Inc. and Subsidiaries, The 1998 Equity Participation Plan of RELTEC
Corporation, The RELTEC Corporation Savings and Investment Plan, the RELTEC
Corporation Deferred Compensation and Restoration Plan, and the RELTEC
Corporation Directors' Deferred Compensation Plan (the "Plans"). Between May
4, 1998 and the date hereof, 707,903 Shares have been issued pursuant to the
Plans. On April 9, 1999, pursuant to a definitive merger agreement signed on
March 1, 1999, a wholly owned subsidiary of the General Electric Company plc
("GEC") merged with and into the Registrant (the "Merger"). As a result of
the Merger, the Registrant became a wholly owned subsidiary of GEC. The
Plans have been terminated and as a result no additional Shares will be
issued pursuant to the Plans.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as amended
(the "Act") and the undertaking contained in the Registration Statement pursuant
to Item 512(a)(3) of Regulation S-K under the Act, the Registrant hereby removes
from registration the 8,669,646 Shares that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Act, this Post-Effective Amendment No. 1 to
the Registration Statement has been signed by the Agent for Service of Process
in the exercise of powers deemed to be conferred upon her under Rule 478 by all
persons signing the Registration Statement.
Date: April 26, 1999
By: /s/ Valerie Gentile Sachs
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Valerie Gentile Sachs, Agent for Service of
Process
