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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RELTEC CORPORATION
(Name of Subject Company)
RELTEC CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
759527-10-4
(Cusip Number Of Class Of Securities)
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VALERIE GENTILE SACHS
Vice President, General Counsel and Secretary
RELTEC Corporation
5900 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4019
(440) 460-3600
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person(s) Filing Statement)
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Copies to:
PETER F. KERMAN, ESQ.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
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This Amendment No. 1 to Schedule 14D-9 amends and supplements the Schedule
14D-9 filed with the Securities and Exchange Commission on March 5, 1999 (the
"Schedule 14D-9") by RELTEC Corporation (the "Company"), relating to a tender
offer commenced by GEC Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of GEC Incorporated, a Delaware
Corporation ("Parent"), a wholly owned subsidiary of The General Electric
Company, p.l.c., a public limited company organized under the laws of England
and Wales, on March 5, 1999 to purchase all of the outstanding shares of Common
Stock of the Company. Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned to them in the Schedule
14D-9.
ITEM 4. The Solicitation or Recommendation.
The response to Item 4 is hereby amended by revising in its entirety the
3rd paragraph of item 4(b) to read as follows:
In late December, 1998, management again approached the Board and
recommended that the Company consider a transaction with a strategic partner to
enable the Company to better realize the potential of its current product
offerings. Based upon this recommendation, the Board authorized management to
engage Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Salomon Smith
Barney Inc. ("Salomon Smith Barney") (collectively, the "Financial Advisors") to
assist the Company in identifying and evaluating its potential strategic
partners and strategic alternatives. Beginning on February 1, 1999, seven
large, highly capitalized companies in the data and voice communications
equipment industry, including GEC, p.l.c., were contacted that were believed,
based upon, among other things, size and market position, to be most likely
interested in, and capable of successfully consummating, a potential transaction
with the Company. These seven companies included three that had previously
contacted the Company regarding such a possible transaction, one of which was
engaged in discussions with the Company at the beginning of February, 1999.
After preliminary discussions, four of the companies contacted indicated that
they did not have interest in a potential transaction with the Company and,
accordingly, the Company did not further pursue negotiations regarding a
transaction with these entities. Two of the companies contacted initially
expressed interest in a transaction with the Company but on terms that were
not as favorable or as certain as the strategic transaction discussed with
GEC, p.l.c. described below. One of these entities expressed interest in
acquiring only a portion of the Company's business, which the Company
determined would not be as favorable to it or its shareholders as a sale of
the entire Company. The second entity informed the Company after it conducted
preliminary due diligence that it was going to explore other strategic
alternatives and, as a result, the Company did not further pursue negotiations
regarding a transaction with this company.
ITEM 8. Additional Information to be Furnished.
At 11:59 p.m. on March 22, 1999, the waiting period under the Competition
Act (Canada) expired, and on March 24, 1999, the Director of Investigation and
Research issued an advance ruling certificate under the Competition Act
(Canada). Also on March 24, 1999, the German Federal Cartel Office issued a
confirmation that the conditions for a prohibition in section 36 paragraph 1
of the German Act Against Restraints on Competition are not fulfilled. The
Company has also received notice of early termination of the waiting period
under the HSR Act.
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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.
RELTEC CORPORATION
By: /s/ Valerie Gentile Sachs
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Name: Valerie Gentile Sachs
Title: Vice President, General Counsel
and Secretary
Dated: March 29, 1999
