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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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SMALLWORLDWIDE PLC
(Name of Subject Company (Issuer))
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GE POWER SYSTEMS EQUITIES, INC.
GENERAL ELECTRIC COMPANY
(Offerors)
(Names of Filing Persons (identifying status as offeror, issuer
or other persons)
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ORDINARY SHARES, OF (POUND)0.01 EACH, AND AMERICAN DEPOSITARY SHARES,
EACH REPRESENTING ONE ORDINARY SHARE
(Title of Class of Securities)
83168P108 (AMERICAN DEPOSITARY SHARES)
(CUSIP Number of Class of Securities)
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JAMES M. WATERBURY
GENERAL ELECTRIC COMPANY
4200 WILDWOOD PARKWAY
ATLANTA, GEORGIA 30339
TELEPHONE: (770) 859-6378
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
MARY A. BERNARD
KING & SPALDING
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 556-2100
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$ 211,874,900* $ 42,375
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* Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of all outstanding ordinary shares, nominal value
(pound)0.01 per share (the "Ordinary Shares"), and American Depositary
Shares each representing one Ordinary Share (the "ADSs", and together with
the Ordinary Shares, the "Shares"), of Smallworldwide plc at a price of
$20.00 per Share. As of August 17, 2000, there were 10,593,745 Shares
outstanding, including Shares subject to outstanding stock options. The
amount of the Filing Fee calculated in accordance with Rule 0-11 of the
Securities and Exchange Act of 1934, as amended, equals 1/50th of 1% of the
value of the transaction.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $42,375 Filing Party: GE Power Systems
Equities, Inc.
General Electric
Company
Form or Registration No.: Schedule TO Date Filed: August 24, 2000
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on
August 24, 2000, as amended by Amendment No. 1 filed on August 25, 2000,
Amendment No. 2 filed on September 25, 2000, Amendment No. 3 filed on October 2,
2000 and Amendment No. 4 filed on October 5, 2000 (as amended, the "Schedule
TO"), by GE Power Systems Equities, Inc., a Delaware corporation (the "Offeror")
and a wholly owned subsidiary of General Electric Company, a New York
corporation ("GE"). The Schedule TO relates to the offer by the Offeror and GE
to purchase all of the outstanding (1) ordinary shares, nominal value of
(pound)0.01 each ("Ordinary Shares"), and (2) American Depositary Shares
("ADSs"), each representing one Ordinary Share and evidenced by American
Depositary Receipts ("ADRs") of Smallworldwide plc, a public limited company
incorporated under the laws of England and Wales ("Smallworld"). The Offer is
subject to the terms and conditions set forth in the Offer to Purchase, dated
August 24, 2000 (the "Offer to Purchase"), a copy of which was filed with the
Schedule TO as Exhibit (a)(1)(A), the related Letter of Transmittal, a copy of
which was filed with the Schedule TO as Exhibit (a)(1)(B) , and the related Form
of Acceptance, a copy of which was filed with the Schedule TO as Exhibit
(a)(1)(C) (which, together with the Offer to Purchase, as amended from time to
time, constitute the "Offer"). The information in the Offer to Purchase is
incorporated by reference herein. Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Offer to Purchase.
Items 1 and 4 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented by adding thereto the following:
"As a result of the Offeror's purchase of approximately 98% of
the outstanding Shares on October 3, 2000, all stock options
outstanding under Smallworld's share option schemes ("Company Options")
vested and became exercisable. Pursuant to the terms of the Offer, the
Offer extends to all Shares subject to the Company Options.
Accordingly, on October 9, 2000, the Offeror sent an offer letter to
all holders of Company Options, which includes an Election Form,
instructing holders how to, among other things, accept the Offer and
cash-out their Company Options. A form of the offer letter is filed
herewith as Exhibit 99.6 and is incorporated herein by this reference."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
"99.6 Letter from GE to Smallworld optionholders."
"99.7 E-mail from GE to Smallworld optionholders."
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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.
GENERAL ELECTRIC COMPANY
By: /s/ JAMES M. WATERBURY
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Name: James M. Waterbury
Title: Attorney-in-Fact
GE POWER SYSTEMS EQUITIES, INC.
By: /s/ JAMES M. WATERBURY
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Name: James M. Waterbury
Title: Attorney-in-Fact
Date: October 9, 2000
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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*(a)(i)(A) Offer to Purchase dated August 24, 2000.
*(a)(1)(B) Form of Letter of Transmittal.
*(a)(1)(C) Form of Acceptance.
*(a)(1)(D) Form of Notice of Guaranteed Delivery.
*(a)(1)(E) Form of Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees.
*(a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
*(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(H) Press announcement released in the U.K. on August 17, 2000.
(incorporated by reference to Exhibit 99(a)(2) to Schedule TO
filed by General Electric Company and GE Power Systems
Equities, Inc. on August 17, 2000.)
*(a)(1)(I) Joint press release issued by GE and Smallworld on August 17,
2000. (incorporated by reference to Exhibit 99(a)(1) to
Schedule TO filed by General Electric Company and GE Power
Systems Equities, Inc. on August 17, 2000.)
*(a)(1)(J) Summary advertisement as published in the U.S. on August 24,
2000.
*(a)(2) Recommendation Statement on Schedule 14D-9.
(b) None.
*(d)(1) Acquisition Agreement dated August 16, 2000 between General
Electric Company and Smallworldwide plc (incorporated by
reference from Annex B to the Offer to Purchase filed as
Exhibit (a)(1)(A) hereto).
*(d)(2) Form of Irrevocable Undertaking executed by each of Martin
Cartwright, Richard Green and Richard Newell and GE Power
Systems Equities, Inc.
*(d)(3) Deed of Irrevocable Undertaking executed by C. Warren
Ferguson and GE Power Systems Equities, Inc.
*(d)(4) Form of Irrevocable Undertaking executed by each of Timothy
Cadman and Ronald Posner and GE Power Systems Equities, Inc.
*(d)(5) Form of Irrevocable Undertaking executed by each of Peter
Batty, Peter Britnell, Joan Myhill and David Theriault and GE
Power Systems Equities, Inc.
*(d)(6) Form of Irrevocable Undertaking executed by each of Mark
Diskin and Wolfgang Chittka and GE Power Systems Equities,
Inc.
*(d)(7) Service Agreement dated August 16, 2000 between Richard G.
Newell and General Electric Company.
*(d)(8) Service Agreement dated August 16, 2000 between C. Warren
Ferguson and General Electric Company.
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*(d)(9) Service Agreement dated August 16, 2000 between Martin A.
Cartwright and General Electric Company.
*(d)(10) Service Agreement dated August 16, 2000 between Richard Green
and General Electric Company.
*(d)(11) Confidentiality Agreement dated August 2, 2000 between
General Electric Company and Smallworldwide plc.
(g) Not applicable.
(h) Not applicable.
*99.1 Power of Attorney.
*99.2 Board Resolution of GE Power Systems Equities, Inc.
*99.3 Newspaper Advertisement published on August 25, 2000 in the
Financial Times.
*99.4 Press release issued on September 22, 2000.
*99.5 Press release issued on October 3, 2000.
99.6 Letter from GE to Smallworld optionholders.
99.7 E-mail from GE to Smallworld optionholders.
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* Previously Filed.
