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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 3 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 4 to
SCHEDULE 13D
under the Securities Exchange Act of 1934
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RELTEC CORPORATION
(Name of Subject Company)
GEC Acquisition Corp.
GEC Incorporated
GPT (USA) Inc.
The General Electric Company, p.l.c.
(Not Affiliated with the U.S. Based Corporation With a Similar Name)
(Bidders)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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759527-10-4
(CUSIP Number of Each Class of Securities)
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Patricia A. Hoffman
GEC Incorporated
(c/o Videojet Systems International, Inc.)
1500 Mittel Boulevard
Wood Date, IL 60191-1073
(603) 238-3995
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to: Copy to:
Jeffrey I. Gordon, Esq. Philip A. Gelston, Esq.
Mark S. Wojciechowski, Esq. Cravath, Swaine & Moore
Mayer, Brown & Platt Worldwide Plaza
1675 Broadway 825 Eighth Avenue
New York, NY 10019 New York, NY 10019
(212) 506-2500 (212) 474-1000
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Page 1 of 8 pages
Exhibit Index on page 8
<PAGE>
14D-1 and 13D
CUSIP No. 759527-10-4 Page 2 of 8 pages
- ---------------------- -----------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEC Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,831,283
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 81.2% OF THE COMMON STOCK OUTSTANDING
10 TYPE OF REPORTING PERSON
CO
Page 2 of 8 pages
Exhibit Index on page 8
<PAGE>
14D-1 and 13D
CUSIP No. 759527-10-4 Page 3 of 8 pages
- ---------------------- -------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEC Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,831,283
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 81.2% OF THE COMMON STOCK OUTSTANDING
10 TYPE OF REPORTING PERSON
CO
Page 3 of 8 pages
Exhibit Index on page 8
<PAGE>
14D-1 and 13D
CUSIP No. 759527-10-4 Page 4 of 8 pages
- ---------------------- -----------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GPT (USA) Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,831,283
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 81.2% OF THE COMMON STOCK OUTSTANDING
10 TYPE OF REPORTING PERSON
CO
Page 4 of 8 pages
Exhibit Index on page 8
<PAGE>
14D-1 and 13D
CUSIP No. 759527-10-4 Page 5 of 8 pages
- ---------------------- -----------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The General Electric Company, p.l.c.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,831,283
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 81.2% OF THE COMMON STOCK OUTSTANDING
10 TYPE OF REPORTING PERSON
CO
Page 5 of 8 pages
Exhibit Index on page 8
<PAGE>
GEC Incorporated, GEC Acquisition Corp. and The General Electric
Company, p.l.c. hereby amend and supplement their combined Tender Offer
Statement on Schedule 14D-1 and Amendment No. 1 Statement on Schedule 13D
originally filed on March 5, 1999, as subsequently amended (the
"Statement"), with respect to an offer (the "Offer") to purchase all
outstanding shares of common stock, $0.01 par value, of RELTEC Corporation,
a Delaware corporation (the "Company") on the terms described in the Offer
to Purchase dated March 5, 1999, as subsequently amended. Capitalized terms
not defined have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
(a) the following shall be added to the Offer to Purchase
incorporated therein by reference:
"Pursuant to the terms of the Merger Agreement and the
Stockholder Agreement, GEC Acquisition Corp. has assigned all of its
rights and obligations under the Merger Agreement and the Stockholder
Agreement to GPT (USA) Inc., which is also an indirect subsidiary of
GEC, p.l.c. This assignment has been effected through an Assignment
Agreement dated as of April 7, 1999 (the "Assignment Agreement"),
among Parent, GEC Acquisition Corp. and GPT (USA) Inc., a copy of
which is attached hereto as Exhibit (c)(5) and is incorporated herein
by reference. As a result of the assignment, GPT (USA) Inc. (and not
GEC Acquisition Corp.) will purchase all Shares tendered in the Offer
and merge with and into the Company in the Merger. Therefore, all
references to the "Purchaser" in the Statement and all exhibits
thereto shall be to GPT (USA) Inc. and not GEC Acquisition Corp.,
unless the context otherwise clearly requires. In accordance with the
Merger Agreement and the Stockholder Agreement, neither Parent nor GEC
Acquisition Corp. shall be relieved of their obligations thereunder,
including the obligations to fund the Offer."
(b) the first paragraph of Section 9 "Certain Information
Concerning the Purchaser, Parent and GEC, p.l.c." of the Offer to
Purchase incorporated therein by reference shall be amended and
restated as follows:
"The Purchaser, a Delaware corporation, was incorporated in 1982.
It has not conducted any operating activities since 1994. The
Purchaser is in the early stages of developing data transmission
technology that transmits data from vending machines to distribution
centers. The principal executive office of the Purchaser is located at
1500 Mittel Boulevard, Wood Dale, IL 60191-1073 (c/o Videojet Systems
International, Inc.). All outstanding shares of common stock of the
Purchaser are owned by GPT North America Inc., which is a holding
company all the outstanding shares of which are owned directly by
Parent."
Item 11. Material to Be Filed as Exhibits.
(c)(5) Assignment Agreement dated as of April 7, 1999 among GPT (USA)
Inc., GEC Acquisition Corp. and Parent.
Page 6 of 8 pages
Exhibit Index on page 8
<PAGE>
SIGNATURE
After due 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: April 7, 1999
GPT (USA) INC.
By /s/ Patricia Hoffman
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Name: Patricia Hoffman
Title: Director
GEC ACQUISITION CORP.,
By /s/Patricia Hoffman
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Name: Patricia Hoffman
Title: Director
GEC INCORPORATED,
By /s/ Michael Lester
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Name: Michael Lester
Title: Director
THE GENERAL ELECTRIC COMPANY, P.L.C.,
By /s/ Michael Lester
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Name: Michael Lester
Title: Director
Page 7 of 8 pages
Exhibit Index on page 8
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(c)(5) Assignment Agreement dated as of April 7, 1999,
among GPT (USA) Inc., GEC Acquisition Corp. and
Parent............................................
Page 8 of 8 pages
Exhibit Index on page 8
Exhibit (c)(5)
EXECUTION COPY
Assignment Agreement
April 7, 1999
Reference is hereby made to (a) the Agreement and Plan of Merger
dated as of March 1, 1999 (the "Merger Agreement"), among RELTEC
Corporation, a Delaware corporation (the "Company"), GEC Incorporated, a
Delaware corporation ("Parent") and GEC Acquisition Corp. (formerly known
as George Acquisition Corp.), a Delaware corporation ("GEC Acquisition"),
and (b) the Stockholder Agreement and Proxy dated as of March 1, 1999 (the
"Stockholder Agreement"), among Parent, GEC Acquisition and the limited
partnerships affiliated with KKR Associates, L.P. whose names are set forth
on the signature pages thereof. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Merger
Agreement.
Section 9.2 of the Merger Agreement permits GEC Acquisition to
assign its rights and obligations thereunder (including its right to
purchase Shares in the Offer) in whole or in part to any direct or indirect
subsidiary of GEC, p.l.c. (or the successor to the non-defense business of
GEC, p.l.c.); provided that such transferee agrees in writing to be bound
by the Merger Agreement and that no such assignment shall relieve Parent or
GEC Acquisition of its obligations under the Merger Agreement if such
assignee does not perform such obligations.
Section 13 of the Stockholder Agreement permits GEC Acquisition
to assign its rights and obligations thereunder to any direct or indirect
wholly owned subsidiary of GEC, p.l.c.; provided that no such assignment
shall relieve either Parent or GEC Acquisition from its obligations under
the Stockholder Agreement.
GEC Acquisition hereby assigns all of its rights and obligations
under the Merger Agreement and the Stockholder Agreement to GPT (USA) Inc.
("GPT (USA)"), an indirect wholly owned subsidiary of GEC, p.l.c. Each of
Parent and GEC Acquisition acknowledges that such assignment does not
relieve it of its obligations under the Merger Agreement or the Stockholder
Agreement.
<PAGE>
2
GPT (USA) hereby agrees to be bound by the Merger Agreement and
the Stockholder Agreement as if it were GEC Acquisition.
Each of the parties has caused this Assignment Agreement to be
executed on its behalf by its duly authorized representatives as of the
date first above written.
GPT (USA) INC.
By: /s/ Patricia Hoffman
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Name: Patricia Hoffman
Title: Director
GEC INCORPORATED
By: /s/ Michael Lester
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Name: Michael Lester
Title: Director
GEC ACQUISITION CORP.
By: /s/ Patricia Hoffman
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Name: Patricia Hoffman
Title: Director
