FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431-0001
2. Date of Event Requiring Statement (Month/Day/Year)
11/22/98
3 IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Total Control Products, Inc. (TCPS)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
( ) Director (X ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X ) Form filed by One Reporting Person
( ) Form filed by More than one Reporting Person
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<PAGE>
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of
(Instr. 4) Securities Form: Indirect
Beneficially Direct (D) Beneficial
Owned or Ownership
(Instr. 4) Indirect (Instr. 5)
(I)
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date Exer- 3. Title and Amount 4. Conversion 5. Ownership 6. Nature of
Derivative cisable and of Securities or Form of Indirect
Security Expiration Underlying Exercise Derivative Beneficial
(Instr. 4) Date Derivative Price of Security: Ownership
(Month/Day/ Security Derivative Direct (D) (Instr. 5)
Year) Security or
Indirect (I)
(Instr. 5)
- ------------- ------------------ --------------------- ------------- --------------
Date Expira- Title Amount
Exer- tion or
cisable Date Number
of
Shares
------- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Stock Option Note 1 Note 1 Common 1,598,530 $11.00 D
(right to buy) Stock,
no par
value
</TABLE>
Explanation of Responses:
Note 1: On November 22, 1998, Total Control Products, Inc. ("TCP") granted
GE Fanuc Automation North America, Inc. ("GE Fanuc", a majority owned subsidiary
of the Reporting Person, an option to purchase up to 1,598,530 shares, or
approximately 19.9% of outstanding TCP common Stock. Pursuant to the Stock
Option Agreement dated November 22, 1998, as more fully described in the
Schedule 14D-1 and 13D filed by GE and GE Fanuc, the option becomes immediately
exercisable if, in general, any person other than GE Fanuc proposes a business
combination with TCP, or TCP takes certain other actions which could facilitate
a business combination with any person other than GE Fanuc. The option expires
upon the earlier of the closing of the transactions contemplated by the Merger
Agreement, as described in GE Fanuc's Schedule 14D-1 and 13D, or the termination
of the Merger Agreement in accordance with its terms, except that the option
will not expire until 120 days after the termination of the Merger Agreement
under certain circumstances, described in the Stock Option Agreement.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Robert E. Healing December 1, 1998
- --------------------------------- ------------------
Signature of Reporting Person Date
Robert E. Healing
Corporate Counsel
