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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
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 (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 11. Material to be Filed as Exhibits.
(a)(10) Letter from the Company to holders of Class C Exchangeable Common
Shares, no par value, of Taylor Industrial Software Inc. and Notice of
Retraction attached thereto.
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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 7, 1998
General Electric Company
/s/ Eliza W. Fraser
By: __________________________________
Name: Eliza W. Fraser
Title: Associate Corporate Counsel
GE Fanuc Automation North America, Inc.
/s/ A. E. Knorr
By: __________________________________
Name: A. E. Knorr
Title: Senior Vice President and General Counsel
Orion Merger Corp.
/s/ A. E. Knorr
By: __________________________________
Name: A. E. Knorr
Title: Vice President
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EXHIBIT 99.1
TOTAL CONTROL PRODUCTS, INC.
2001 North Janice Avenue
Melrose Park, Illinois 60160
(708) 345-5500
December 7, 1998
To Each Holder of Class C Exchangeable Shares:
I am pleased to inform you that Total Control Products, Inc. (the
"Company") has entered into an Agreement and Plan of Merger dated as of November
22, 1998 (the "Merger Agreement") with GE Fanuc Automation North America, Inc.,
a Delaware corporation ("GE Fanuc"), and Orion Merger Corp., an Illinois
corporation and the wholly-owned subsidiary of GE Fanuc ("Merger Subsidiary"),
pursuant to which Merger Subsidiary has commenced a cash tender offer (the
"Offer") to purchase all of the outstanding shares of common stock, no par value
(the "Shares"), of the Company at a purchase price of $11.00 per Share, net to
the seller in cash. The Merger Agreement provides for the making of the Offer
which, if consummated and certain conditions are satisfied, will be followed by
a merger of Merger Subsidiary with and into the Company (the "Merger"), with the
Company surviving as a wholly-owned subsidiary of GE Fanuc.
In the Merger, Shares (other than Shares owned by GE Fanuc, Merger
Subsidiary or the Company or Shares held by shareholders who properly exercise
dissenters' rights under Illinois law) will be converted into the right to
receive an amount in cash equal to the price per Share paid pursuant to the
Offer, without interest thereon.
Each holder of Class C Exchangeable Shares (the "Exchangeable Shares") of
Taylor Industrial Software Inc., a majority owned subsidiary of the Company (the
"Company"), may participate in the Offer by completing the attached retraction
notice to exchange Exchangeable Shares into Shares and then tendering such
Shares in the Offer.
Enclosed for your review is a Schedule 14D-9 which was filed by the Company
with the Securities and Exchange Commission on November 30, 1998. The Schedule
14D-9 sets forth the recommendation of the Board of Directors of the Company
that the Offer and the Merger are fair to, and in the best interests of, the
shareholders of the Company. Also enclosed for your review is the Offer to
Purchase dated November 30, 1998, together with related materials, including a
Letter of Transmittal, to be used for tendering Shares pursuant to the Offer.
These documents state the terms and conditions of the Offer and the Merger,
provide detailed information about the transactions and include instructions on
how to tender Shares. We urge you to read these documents carefully in making
your decision with respect to retracting your Exchangeable Shares into Shares
and tendering such Shares pursuant to the Offer.
Very truly yours,
Nicholas T. Gihl
Chairman of the Board, President
and Chief Executive Officer
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NOTICE OF RETRACTION
To Taylor Industrial Software Inc. (the "Corporation") and to Total Control
Products, Inc. ("TCP")
This notice is given pursuant to Article 4 of the provisions (the
"Share Provisions") attaching to the share(s) represented by this certificate
and all capitalized words and expressions used in this notice which are defined
in the Share Provisions have the meaning ascribed to such words and expressions
in such Share Provisions. Notwithstanding anything herein to the contrary, this
Notice will not be effective and will be deemed not to have been received by the
Corporation until the date that is six business days prior to the Expiration
Date (as defined below).
The undersigned hereby notifies the Corporation that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Corporation redeem in accordance with Article 4 of the Share Provisions all
shares represented by this certificate.
The undersigned hereby notifies the Corporation that the Retraction
Date shall be the date immediately preceding the expiration date (the
"Expiration Date") of the contemplated tender offer for shares of common stock,
no par value per share, of TCP by Orion Merger Corp. ("Merger Sub"), an Illinois
corporation and the wholly owned subsidiary of GE Fanuc Automation North
America, Inc., a Delaware corporation ("GE Fanuc"), pursuant to the terms of
that certain Agreement and Plan of Merger dated as of November 22, 1998 among
TCP, Merger Sub and GE Fanuc.
The undersigned acknowledges the Retraction Call Right of TCP to
purchase all but not less than all the Retracted Shares from the undersigned and
that this notice shall be deemed to be a revocable offer by the undersigned to
sell the Retracted Shares to TCP in accordance with the Retraction Call Right on
the Retraction Date for the Purchase Price and on the other terms and conditions
set out in Section 4.4 of the Share Provisions. If TCP determines not to
exercise the Retraction Call Right, the Corporation will notify the undersigned
of such fact as soon as possible. This notice of retraction, and offer to sell
the Retracted Shares to TCP, may be revoked and withdrawn by the undersigned by
notice in writing given to the Corporation at any time before the close of
business on the Business Day immediately preceding the Retraction Date.
The undersigned acknowledges that if, as a result of solvency
provisions of applicable law, the Corporation is unable to redeem all Retracted
Shares, the undersigned will be deemed to have exercised the Exchange Right (as
defined in the Exchange Agreement) so as to require TCP to purchase the
unredeemed Retracted Shares.
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The undersigned hereby represents and warrants to the Corporation and
TCP that the undersigned has good title to, and owns, the shares represented by
this certificate to be acquired by the Corporation or TCP, as the case may be,
free and clear of all liens, claims and encumbrances.
Dated this ______ day of December, 1998.
________________________________________
(Signature of Shareholder)
NOTE: This panel must be completed and this certificate, together with such
additional documents as the Corporation may require, must be deposited
with the Corporation as its registered office. The securities
resulting from the retraction or purchase of the Retracted Shares will
be issued and registered in the name of the shareholder as it appears
on the register of the Corporation and the securities resulting from
such retraction or purchase will be delivered to such shareholder as
indicated above, unless the form appearing immediately below is duly
completed.
____________________________________ Date: _______________________________
Name of Person in whose Name Securities
Are to Be Registered, Issued or Delivered
(please print)
____________________________________ _____________________________________
Street Address or P.O. Box Signature of Shareholder
______________________________________
City, Province
2
