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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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TOTAL CONTROL PRODUCTS, INC.
(Name of Subject Company)
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ORION MERGER CORP.
a wholly owned subsidiary of
GE FANUC AUTOMATION NORTH AMERICA, INC.
and
an indirect majority owned subsidiary of
GENERAL ELECTRIC COMPANY
(Bidders)
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Common Stock, no par value
(Title of Class of Securities)
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89149V106
(CUSIP Number of Class of Securities)
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A. E. Knorr, Senior Vice President and General Counsel
GE Fanuc Automation North America, Inc.
P.O. Box 8106
Charlottesville, Virginia 22906
(804) 978-5000
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidders)
Copy to
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Attention: Dennis V. Osimitz
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Orion Merger Corp., an Illinois corporation and a wholly owned subsidiary
of GE Fanuc Automation North America, Inc., a Delaware corporation (the
"Parent"), and an indirect majority owned subsidiary of General Electric
Company, a New York corporation ("General Electric"), Parent and General
Electric, hereby amend and supplement their combined Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1") and Statement on Schedule 13D,
originally filed on November 30, 1998, with respect to their offer to purchase
all outstanding shares of common stock, no par value (the "Shares"), of Total
Control Products, Inc., an Illinois corporation (the "Company"), at a purchase
price of $11.00 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 30, 1998, and in the related Letter of Transmittal, copies of which
have been filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1,
respectively.
Item 4. Source and Amount of Funds or Other Consideration.
(a) and (b): The information set forth in paragraph 10 ("Source and Amount
of Funds") of the Offer to Purchase is hereby amended to read as follows:
The Offeror estimates that the total amount of funds required to purchase
pursuant the Offer the Shares that are outstanding on a fully diluted basis and
to pay fees and expenses related to the Offer and the Merger will be
approximately $116 million. The Offeror currently anticipates obtaining all of
such funds from Parent. Parent currently intends to provide approximately 70% of
the funds from cash on hand and to borrow the remaining 30% of the funds from
Barclays Bank PLC ("Barclays"). The funds to be borrowed from Barclays will
initially be loaned to Parent pursuant to a demand note bearing interest at a
rate equal to Barclay's base rate. Parent intends that such note will be
replaced shortly after the consummation of the Offer by a note from Barclays due
30 days from the date of issuance and bearing interest at a rate of LIBOR plus
30 basis points. Parent anticipates that this note will be repaid with funds
borrowed by Parent from Barclays under a new unsecured $40,000,000 Term Loan
(the "Term Loan") due eighteen months from the date of borrowing. Borrowings
thereunder will bear interest at a rate of LIBOR plus 30 basis points or
Barclay's U.S. Dollar Base Rate, at the election of Parent. Parent's obligations
under the Term Loan will be guaranteed by its subsidiaries, including the
Surviving Corporation. Parent anticipates that borrowings under the Term Loan
will be repaid from funds generated by Parent and its subsidiaries (including
the Surviving Corporation) or from funds contributed to Parent by its
stockholders.
While the foregoing represents the current intention of Parent and the
Offeror with respect to the financial arrangements for such funds, such
financial arrangements may change depending upon such factors as Parent and the
Offeror may deem appropriate.
Item 10. Additional Information.
(c): The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the purchase of Shares pursuant to the
Offer has expired.
(f): The last sentence of the introductory portion of the first paragraph
of Section 15 ("Certain Conditions to the Offeror's Obligations") of the Offer
to Purchase is hereby amended to read as follows:
Furthermore, notwithstanding any other term of the Offer or the Merger
Agreement, the Offeror shall not be required to accept for payment or, subject
as aforesaid, to pay for any Shares not theretofore accepted for payment or paid
for, and may terminate the Offer if, at any time on or after the date of the
Merger Agreement and before the Expiration Date, any of the following conditions
exists (other than as a result of any action or inaction of Parent or any of its
subsidiaries that constitutes a breach of the Merger Agreement):
(f): On December 29, 1998, Parent announced that Parent and the Offeror
extended the Offer and that the Offer will now expire at 12:00 midnight, New
York City time, on Tuesday, January 5, 1999, unless the Offer is further
extended.
A copy of the press release issued by Parent on December 29, 1998 is filed
as Exhibit (a)(11) to the Schedule 14D-1 and incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
(a)(11) Press release issued by Parent on December 29, 1998.
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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: December 29, 1998
General Electric Company
By: /s/ Eliza W. Fraser
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Name: Eliza W. Fraser
Title: Associate Corporate Counsel
GE Fanuc Automation North America, Inc.
By: /s/ A. E. Knorr
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Name: A. E. Knorr
Title: Senior Vice President and
General Counsel
Orion Merger Corp.
By: /s/ A. E. Knorr
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Name: A. E. Knorr
Title: Vice President
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Exhibit (a)(11)
[GE Fanuc Automation North America, Inc. Letterhead]
GE FANUC AUTOMATION NORTH AMERICA, INC. EXTENDS EXPIRATION DATE OF CASH TENDER
OFFER FOR SHARES OF TOTAL CONTROL PRODUCTS, INC.
Charlottesville, VA, December 29, 1998 -- GE Fanuc Automation North
America, Inc. today announced that it is extending the expiration date of its
$11.00 per share cash tender offer for all of the shares of Total Control
Products, Inc. (Nasdaq Symbol: TCPS) to midnight, New York City time, on
Tuesday, January 5, 1999. GE Fanuc also announced that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable
to the purchase of shares pursuant to the offer has expired.
GE Fanuc said that as of 5:00 p.m., New York City time on December 28,
1998, 5,779,631 shares of Total Control Products stock had been tendered,
including shares tendered pursuant to guaranteed delivery procedures.
