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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LUNAR CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
550362107
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(CUSIP Number)
ROBERT E. HEALING CORPORATE COUNSEL, GENERAL ELECTRIC COMPANY
3135 Easton Turnpike, Fairfield, CT 06431
(203) 373-2243
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 2, 2000
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(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 that is the subject of this schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-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 ss. 240.13d-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 ("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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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CUSIP No. 550362107 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification No. of Above
Person
General Electric Company 14-0689340
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC
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(5) Check 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
2,014,067*
Shares --------------------------------------------------
(8) Shared Voting Power
Beneficially 0
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Owned by (9) Sole Dispositive Power
2,014,067*
Each Reporting --------------------------------------------------
(10) Shared Dispositive Power
Person With 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,014,067
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
19.9%
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(14) Type of Reporting Person
CO
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*Beneficially owned pursuant to the Stock Option Agreement described in this
Statement.
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value per share
(the "Common Stock") of Lunar Corporation ("Lunar" or the "Issuer"), which may
be acquired by Reporting Person upon exercise of the Reporting Person's option
to acquire shares of Issuer's Common Stock. The principal executive offices of
the Issuer are located at 726 Heartland Trail, Madison, Wisconsin, 53717-1915.
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Person is General Electric Company, a New York
corporation ("GE"). GE is one of the largest and most diversified industrial
corporations in the world. GE has engaged in developing, manufacturing and
marketing a wide variety of products for the generation, transmission,
distribution, control and utilization of electricity since its incorporation in
1892. Over the years, GE has developed or acquired new technologies and services
that have broadened considerably the scope of its activities.
GE's products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.
GE's services include product services; electrical product supply
houses; electrical apparatus installation, engineering, repair and rebuilding
services; and computer-related information services. Through its affiliate, the
National Broadcasting Company, Inc., GE delivers network television services,
operates television stations, and provides cable programming and distribution
services. Through another affiliate, General Electric Capital Services, Inc., GE
offers a broad array of financial and other services including consumer
financing, commercial and industrial financing, real estate financing, asset
management and leasing, mortgage services, consumer savings and insurance
services, specialty insurance and reinsurance, and satellite communications.
GE operates in more than 100 countries around the world, including 280
manufacturing plants in 26 different nations. GE's principal executive offices
are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone (203)
373-2211).
The names, business address and principal occupations of each of
Reporting Person's executive officers and directors are set forth in Exhibit A
attached hereto, which is incorporated herein by this reference. All such
persons are citizens of the United States unless otherwise noted in Exhibit A.
During the last five years, none of the persons named in this Item 2
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
GE has not and, to the best of GE's knowledge, none of the directors
and executive officers of GE has been, during the last five years, a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Stock Option Agreement described in Item 6 of this Statement was
entered into by GE and Lunar as an inducement to GE to enter into the Merger
Agreement described in Item 6. The exercise price for such option is $17.00 per
share, payable in cash. The maximum amount payable is $34,239,139. GE would pay
this amount out of working capital.
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ITEM 4. PURPOSE OF TRANSACTION
GE entered into the Stock Option Agreement in order to help ensure the
closing of the Merger Agreement described in Item 6. GE presently anticipates
that it will acquire all of the outstanding Common Stock of Lunar upon
consummation of the Merger described in Item 6.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) - (c) By reason of the Stock Option Agreement, GE may be deemed to
be the beneficial owner of the 2,014,067 (the "Stock Option Shares") shares
subject to the option granted under that agreement. The Stock Option Shares
would be shares newly issued by Lunar and, based upon the number of shares
outstanding as of June 2, 2000 and the number of such newly issued shares, would
represent 19.9% of the outstanding shares of Lunar Common Stock. If Lunar issues
additional shares of Common Stock, the number of Stock Option Shares will be
increased so that they represent 19.9% of the shares of Lunar Common Stock then
issued an outstanding.
Except as described in this Schedule 13D, neither GE nor, to the best
knowledge of GE, any of the persons listed in Item 2 above beneficially owns any
shares of Lunar Common Stock. Except as described in this Schedule 13D, neither
GE nor, to the best of its knowledge, any of the persons listed in Item 2 above
has effected any transactions in Lunar Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO THE SECURITIES
OF THE ISSUER
On June 2, 2000, GE, Topaz Merger Corp., a Wisconsin corporation and a
wholly owned subsidiary of GE ("Sub") and Lunar entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of Sub with and
into Lunar (the "Merger"), with Lunar surviving the Merger and becoming a
wholly-owned subsidiary of GE. By virtue of the Merger, each outstanding share
of Lunar Common Stock (other than shares held by Lunar or its subsidiaries or GE
or any wholly-owned subsidiaries of GE) will be converted into the right to
receive that number of shares of common stock, par value $0.06 per share, of GE
(the "GE Common Stock") determined by dividing $17.00 by the Average GE Share
Price (as defined below).
The "Average GE Share Price" is the average of the daily
volume-weighted sales prices per share of GE Common Stock on the New York Stock
Exchange, Inc. for each of the ten consecutive trading days ending on the
trading day which is five calendar days prior to the closing date of the Merger.
After the Merger, the directors of Sub immediately prior to the consummation of
the Merger will become directors of Lunar. Following the consummation of the
Merger, the Lunar Common Stock will be delisted from the NASDAQ and the Lunar
Common Stock will be terminated from registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended. A copy of the Merger
Agreement is included as Exhibit 99(a) hereto and the description of the Merger
Agreement contained herein is qualified in its entirety by reference to such
exhibit, which is incorporated by reference.
Concurrently with the execution of the Merger Agreement, in order to
induce GE to enter into the Merger Agreement, GE and Lunar entered into the
Stock Option Agreement (the "Stock Option Agreement") in which Lunar granted to
GE an option (the "Option") to purchase up to 2,014,067 shares of Lunar Common
Stock (which would represent approximately 19.9% of the outstanding shares of
Lunar Common Stock) at an exercise price of $17.00 per share, payable in cash.
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The Option is immediately exercisable if one or more of the following
events occurs: (a) any person, corporation, partnership, limited liability
company or other entity or group (singularly or collectively hereinafter, a
"Person"), acquires or becomes the beneficial owner of 20% or more of the
outstanding shares of Lunar Common Stock, (b) any group is formed which
beneficially owns 20% or more of the outstanding shares of Lunar Common stock;
(c) any person shall have commenced a tender or exchange offer for 20% or more
of the then outstanding shares of Lunar Common Stock or publicly proposed any
bona fide merger, consolidation or acquisition of all or substantially all the
assets of Lunar, or other similar business combination involving Lunar; (d)
Lunar enters into, or announces that it proposes to enter into, an agreement,
including, without limitation, an agreement in principle, providing for a merger
or other business combination involving Lunar or a "significant subsidiary" (as
defined in rule 1.02(w) of Regulation S-X as promulgated by the Securities and
Exchange Commission) of Lunar or the acquisition of a substantial interest in,
or a substantial portion of the assets, business or operations of, Lunar or a
significant subsidiary (other than the transactions contemplated by the Merger
Agreement); (e) any Person is granted any option or right, conditional or
otherwise, to acquire or otherwise become the beneficial owner of shares of
Lunar Common Stock which, together with all shares of Lunar Common Stock
beneficially owned by such Person, results or would result in such Person being
the beneficial owner of 20% or more of the outstanding shares of Lunar Common
Stock; or (f) there is a public announcement with respect to a plan or intention
by a person, other than GE or its affiliates, to effect any of the foregoing
transactions.
The Option terminates upon the earlier to occur of (i) the closing of
the transactions contemplated by the Merger and (ii) the termination of the
Merger Agreement in accordance with its terms; PROVIDED, HOWEVER, that the
Option will not terminate until 12 months after a termination pursuant to clause
(ii) immediately above under circumstances specified in the Stock Option
Agreement.
A copy of the Stock Option Agreement entered into between GE and Lunar
is filed as Exhibit 99(b) hereto and the description contained herein is
qualified in its entirety by reference to such exhibit, which is incorporated
herein by reference.
ITEM 7. EXHIBITS
EXHIBIT A Identity and Background of Directors and Executive Officers of
Reporting Persons and Item 2(d) Information
99(a) Agreement and Plan of Merger Among General Electric Company,
Topaz Merger Corp., and Lunar Corporation dated June 2, 2000.
99(b) Stock Option Agreement dated June 2, 2000.
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: June 12, 2000
GENERAL ELECTRIC COMPANY
/s/ Janet Bedol
By: Janet Bedol
Its: Associate Securities Counsel
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SCHEDULE 13D
EXHIBIT INDEX
EXHIBIT A Identity and Background of Directors and Executive Officers of
Reporting Persons and Item 2(d) Information
99(a) Agreement and Plan of Merger Among General Electric Company, Topaz
Merger Corp., and Lunar Corporation dated June 2, 2000.
99(b) Stock Option Agreement dated June 2, 2000.
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SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Executive Vice President,
555 South Broadway Kraft Foods, Inc.
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive
Jose Luis Lagrange 103, Officer,
Tercero Piso Kimberly-Clark de Mexico,
Colonia Los Morales S.A. de C.V.
Mexico, D.F. 11510, Mexico
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
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GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
</TABLE>
CITIZENSHIP
P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
Matthew J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
L. R. Johnston General Electric Company Senior Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
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CITIZENSHIP OF ALL EXECUTIVE OFFICERS
U.S.A.
