<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. )*
SMALLWORLDWIDE PLC
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(Name of Issuer)
ORDINARY SHARES, OF (POUND)0.01 EACH,
AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE
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(Title of Class of Securities)
83168P108 (AMERICAN DEPOSITARY SHARES)
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(CUSIP Number)
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)
COPY TO:
MARY A. BERNARD
KING & SPALDING
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 556-2100
AUGUST 17, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
(Continued on following pages)
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CUSIP NO. 83168P108 (American Depositary Shares)
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC COMPANY - 14-0689340
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7. SOLE VOTING POWER NONE
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER NONE
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER NONE
REPORTING
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PERSON 10. SHARED DISPOSITIVE
POWER 1,113,700
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,700 SHARES
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% (BASED ON 7,899,440 ORDINARY SHARES AND ADSS OUTSTANDING ON
AUGUST 17, 2000)
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 Pages
Exhibit Index on Page 9
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CUSIP NO. 83168P108 (American Depositary Shares)
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GE POWER SYSTEMS EQUITIES, INC. - 06-1580995
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER NONE
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER NONE
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER NONE
REPORTING
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PERSON 10. SHARED DISPOSITIVE
POWER 1,113,700
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,700 SHARES
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% (BASED ON 7,899,440 ORDINARY SHARES AND ADSS OUTSTANDING ON
AUGUST 17, 2000)
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9 Pages
Exhibit Index on Page 9
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This Schedule 13D is filed by General Electric Company, a New York
corporation ("GE"), and GE Power Systems Equities, Inc., a Delaware corporation
(the "Offeror") and a wholly owned subsidiary of GE, and relates to the tender
offer by the Offeror 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, 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 (as amended or supplemented from time to time, the "Offer to
Purchase"), which is filed as Exhibit 7 hereto. The Offer to Purchase, together
with the related Letter of Transmittal and the Form of Acceptance, as amended
from time to time, together constitute the "Offer".
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is Smallworldwide plc, a public limited company
incorporated under the laws of England and Wales, which has its principal
executive offices at Elizabeth House, 1 High Street, Chesterton, Cambridge,
England CB4 1WR and may be contacted by telephone at 44-1223-301-144.
The securities to which this Schedule 13D relates are the Ordinary Shares
and ADSs of Smallworld. The Ordinary Shares and the ADSs are collectively
referred to herein as the "Shares."
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the Offeror and GE. The Offeror and GE
are referred to herein collectively as the "Reporting Persons", who together
constitute a group within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934 (the "Act"). Information regarding the name, state or other place of
organization, principal business, business address, business telephone number,
of both the Offeror and GE is incorporated herein by reference from Section 8
("Certain Information Concerning the Offeror and GE") of the Offer to Purchase.
Information regarding the name, business address, business telephone
number, current principal occupation or employment as well as past material
occupations, positions, offices or employment held during the last five years
for each of the executive officers and directors of the Offeror and GE is
incorporated herein by reference from Schedule I of the Offer to Purchase
("Additional Information Concerning the Offeror and GE"). Except as indicated in
such Schedule I, each of the executive officers and directors of the Offeror and
GE is a citizen of the U.S.
During the last five years, none of the Offeror, GE or, to the best
knowledge of the Offeror and GE, any of the persons listed on Schedule I to the
Offer to Purchase ("Additional Information Concerning the Offeror and GE") have
(1) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which the Offeror,
GE or such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of any such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 9 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.
Page 4 of 9 Pages
Exhibit Index on Page 9
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The Offer is being made pursuant to an Acquisition Agreement (the
"Acquisition Agreement") dated August 16, 2000 between GE and Smallworld. In
connection with the Acquisition Agreement, certain officers and directors of
Smallworld have, for themselves and their immediate family members, entered into
irrevocable undertakings, dated as of August 17, 2000 (the "Tender Agreements"),
in which they have agreed to tender or procure the tender of 1,113,700 Shares
(or 14.1% of the outstanding Shares) to the Offeror in the Offer. These officers
and directors are:
- Richard G. Newell, chairman of the Board;
- C. Warren Ferguson, chief executive officer and a director;
- Martin A. Cartwright, chief financial officer and a director;
- Richard T. Green, vice president of communications division and a
director;
- Peter Batty, vice president - technology;
- Joan C. Myhill, vice president - global business services;
- Peter Britnell, vice president - utilities and public systems;
- David Theriault, vice president - spatial technologies;
- Timothy Cadman, director;
- Wolfgang Chittka, director;
- Mark Diskin, director; and
- Ronald S. Posner, director.
Messrs. Cartwright, Chittka, Diskin, Posner, Batty and Ms. Myhill own only stock
options to purchase Ordinary Shares. The Tender Agreements further provide that
tenders may not be withdrawn notwithstanding that such withdrawal may be
permitted under the terms of the Offer.
In addition, pursuant to the terms of the Tender Agreements, Messrs.
Batty, Britnell, Cartwright, Ferguson, Green, Newell and Theriault and Ms.
Myhill, each of which holds options to purchase Shares, have agreed to roll-over
not less than 45% in value of such options into options to purchase shares of GE
common stock having an equivalent value as the options which were rolled-over.
Notwithstanding existing vesting schedules or the acceleration of these options,
all roll-over options to purchase GE common stock issued in respect of such
options will vest in three equal installments, with respect to Mr. Ferguson, on
January 1 of each of the years 2001, 2002, 2003 and, with respect to all these
other individuals, on the first, second and third anniversaries of the date of
grant. The Offeror will also pay these officers and directors as well as all
other employees of Smallworld and its subsidiaries who roll-over options to
purchase Shares into options to purchase GE common stock, a cash payment equal
to 10% of the value of such rolled-over options. The value of each rolled-over
option shall be determined by multiplying the number of Shares underlying the
option being rolled-over by the difference between $20.00 and the exercise price
of such option.
The Tender Agreements executed by the officers and directors of Smallworld
listed above (other than Messrs. Chittka and Diskin) provide that if,
- the Offer lapses or is withdrawn following the withdrawal by
Smallworld's Board of its recommendation of the Offer; or
- the Offer lapses or is withdrawn, without having become
unconditional as to acceptances, after the announcement of any other
competing proposal to acquire control of Smallworld and such other
proposal or any other offer becomes or is declared unconditional in
all respects on or before August 17, 2001;
Page 5 of 9 Pages
Exhibit Index on Page 9
<PAGE>
and any of such directors and officers (including immediate family members)
disposes of any Shares in the competing offer, the person disposing of such
Shares or options shall pay to the Offeror his or her pro-rata portion of up to
an aggregate of $2,805,788. Each such person will be liable to pay to the
Offeror the excess of the amount received from such disposal, net of tax, over
the amount that would have been received, net of tax, for such Shares under the
Offer.
The undertaking to tender or procure the tender of the Shares subject to
the Tender Agreements may not be withdrawn in the event of a higher offer.
No separate consideration was paid by the Reporting Persons in connection
with the Tender Agreements. However, the Shares subject to the Tender Agreements
are required to be tendered into the Offer. The information set forth in Section
11 ("The Acquisition Agreement and Tender Agreements") of the Offer to Purchase
is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Offer is to acquire control of, and the entire equity
interest in, Smallworld. Following the Offer, the Offeror intends to acquire any
remaining equity interest in Smallworld not acquired in the Offer by effecting a
compulsory share acquisition under U.K. law.
The information set forth in the Introduction, Section 10 ("Background of
the Offer; Contacts with Smallworld"), Section 11 ("The Acquisition Agreement
and Tender Agreements"), Section 12 ("Purpose of the Offer; Plans for
Smallworld"), Section 13 ("Dividends and Distributions") and Section 14 ("Effect
of the Offer on the Market for the Shares, Stock Exchange Listing and Exchange
Act Registration") of the Offer to Purchase is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (d) As a result of the Tender Agreements, each of the Offeror and GE
is deemed to beneficially own and have the shared power to dispose of 1,113,700
Shares, representing 14.1% of the outstanding Shares of Smallworld (based on the
number of Shares issued and outstanding as of August 17, 2000). All of these
1,113,700 Shares are securities which the Offeror has the right to acquire
pursuant to the Tender Agreements. Notwithstanding the foregoing, (1) neither
the Offeror nor GE is entitled to any rights (including voting rights) as a
shareholder of Smallworld with respect to the Shares and (2) the Offeror and GE
disclaim beneficial ownership of the Shares subject to the Tender Agreements.
Except as set forth herein, to the knowledge of the Offeror and GE, no
director or executive officer of the Offeror or GE beneficially owns any Shares
of the Issuer and no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities of Smallworld.
The information set forth in Section 8 ("Certain Information Concerning
the Offeror and GE") and Schedule I ("Additional Information Concerning the
Offeror and GE") in the Offer to Purchase is incorporated herein by reference.
(d) - (e) Not applicable.
Page 6 of 9 Pages
Exhibit Index on Page 9
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Acquisition Agreement and the Tender Agreements, to the
knowledge of the Offeror and GE, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
such persons and any person with respect to any securities of Smallworld,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Acquisition Agreement dated August 16, 2000 between General Electric
Company and Smallworldwide plc. (Incorporated by reference to Annex B to Offer
to Purchase dated August 24, 2000 filed as Exhibit 7 to this Schedule 13D.)
2. Form of Irrevocable Undertaking executed by each of Martin Cartwright,
Richard Green and Richard Newell and GE Power Systems Equities, Inc.
3. Deed of Irrevocable Undertaking executed by C. Warren Ferguson and GE
Power Systems Equities, Inc.
4. Form of Irrevocable Undertaking executed by each of Timothy Cadman and
Ronald Posner and GE Power Systems Equities, Inc.
5. Form of Irrevocable Undertaking executed by each of Peter Batty, Peter
Britnell, Joan Myhill and David Theriault and GE Power Systems Equities, Inc.
6. Form of Irrevocable Undertaking executed by each of Mark Diskin and
Wolfgang Chittka and GE Power Systems Equities, Inc.
7. Offer to Purchase dated August 24, 2000.
8. Power of Attorney.
9. Board Resolution of GE Power Systems Equities, Inc.
Page 7 of 9 Pages
Exhibit Index on Page 9
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SIGNATURE
After reasonable 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: August 24, 2000
GENERAL ELECTRIC COMPANY
By: /s/ James M. Waterbury
--------------------------------
Name: James M. Waterbury
Title: Attorney-in-Fact
GE POWER SYSTEMS EQUITIES, INC.
By: /s/ James M. Waterbury
--------------------------------
Name: James M. Waterbury
Title: Attorney-in-Fact
Page 8 of 9 Pages
Exhibit Index on Page 9
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1. Acquisition Agreement dated August 16, 2000 between General Electric
Company and Smallworldwide plc. (incorporated by reference to Annex
B to Offer to Purchase dated August 24, 2000 filed as Exhibit 7 to
this Schedule 13D).
2. Form of Irrevocable Undertaking executed by each of Martin
Cartwright, Richard Green and Richard Newell and GE Power Systems
Equities, Inc.
3. Deed of Irrevocable Undertaking executed by C. Warren Ferguson and
GE Power Systems Equities, Inc.
4. Form of Irrevocable Undertaking executed by each of Timothy Cadman
and Ronald Posner and GE Power Systems Equities, Inc.
5. Form of Irrevocable Undertaking executed by each of Peter Batty,
Peter Britnell, Joan Myhill and David Theriault and GE Power Systems
Equities, Inc.
6. Form of Irrevocable Undertaking executed by each of Mark Diskin and
Wolfgang Chittka and GE Power Systems Equities, Inc.
7. Offer to Purchase dated August 24, 2000.
8. Power of Attorney.
9. Board Resolution of GE Power Systems Equities, Inc.
Page 9 of 9 Pages
Exhibit Index on Page 9
