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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
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SHOWPOWER, INC.
(Name of Subject Company)
GE POWER ACQUISITION CORP.
A Wholly Owned Subsidiary Of
GE ENERGY SERVICES, INC.
And An Indirect Wholly Owned Subsidiary Of
GENERAL ELECTRIC COMPANY
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
825396 10 4
(Cusip Number of Class of Securities)
Briggs L. Tobin, Esq.
General Electric Company
4200 Wildwood Parkway
Atlanta, Georgia 30339
Telephone: (770) 859-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy To
C. William Baxley, Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone: (404) 572-4600
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X Check 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.
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Amount Previously Paid: $5,477 Filing Party: GE Power Acquisition Corp.,
GE Energy Services, Inc. and
General Electric Company
Form or Registration No.:Schedule 14D-1 Date Filed: December 27, 1999
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission on December
27, 1999 (as amended and supplemented, the "Schedule 14D-1") relating to the
offer by GE Power Acquisition Corp. (the "Offeror"), a Delaware corporation and
a wholly owned subsidiary of GE Energy Services, Inc., a Delaware corporation
(the "Parent"), which is a wholly owned subsidiary of General Electric Company,
a New York corporation ("General Electric"), the Parent and General Electric, to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Showpower, Inc., a Delaware corporation (the "Company"), at a
purchase price of $7.00 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 December 27, 1999, 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. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings assigned to them in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Item 6 of Schedule 14D-1 is hereby amended and supplemented as follows:
(a) and (b): At 12:00 midnight, New York City time, on Tuesday, January
25, 2000, the Offer expired. Based on information provided by the Depositary, a
total of approximately 3,300,000 Shares (including approximately 294,000 Shares
subject to guarantee of delivery), representing approximately 96% of the Shares
outstanding on January 25, 2000, were validly tendered and not properly
withdrawn pursuant to the Offer. The Offeror has accepted for payment, and has
notified the Depositary to promptly pay for, the tendered and accepted Shares at
the purchase price of $7.00 per share in cash.
Pursuant to the Merger Agreement, the Offeror intends to merge itself
into the Company in accordance with the Delaware General Corporation Law as
promptly as practicable. As a result of the Merger, the Company will become a
wholly owned subsidiary of Parent and each outstanding Share (other than Shares
held in the treasury of the Company, Shares owned by Parent, the Offeror or any
other direct or indirect subsidiary of Parent or the Company, and Shares owned
by shareholders who have not voted in favor of the Merger or consented thereto
and who have perfected their appraisal rights in accordance with Section 262 of
the Delaware General Corporation Law) shall be canceled and converted into the
right to receive $7.00 per share, net to the seller in cash, less any required
withholding taxes and without interest thereon.
The consummation of the Offer was publicly announced in a press release
issued by Parent on January 26, 2000, a copy of which is filed as Exhibit
(a)(10) hereto and incorporated by reference.
Item 10. Additional Information.
Item 10 of Schedule 14D-1 is hereby amended and supplemented as
follows:
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(c): The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the purchase of Shares
pursuant to the Offer has expired.
Item 11. Materials to be Filed as Exhibits.
Item 11 of Schedule 14D-1 is hereby amended and supplemented as
follows:
(a)(10) Press Release issued by Parent on January 26, 2000.
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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: January 26, 2000
General Electric Company
By: /s/ Ricardo Artigas
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Name: Ricardo Artigas
Title: Vice President
GE Energy Services, Inc.
By: /s/ Ricardo Artigas
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Name: Ricardo Artigas
Title: President
GE Power Acquisition Corp.
By: /s/ Ricardo Artigas
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Name: Ricardo Artigas
Title: President
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EXHIBIT (a)(10)
GE POWER SYSTEMS SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR
SHARES OF SHOWPOWER, INC.
Schenectady, NY January 26, 2000... GE Energy Services, Inc., a unit of
GE Power Systems, today announced that its cash tender offer for all outstanding
shares of common stock of Showpower, Inc. expired, as scheduled, at 12:00
midnight, Eastern standard time, on Tuesday, January 25, 2000. GE Energy
Services Inc., through its wholly owned subsidiary making the offer, has
accepted for purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer. Based on information provided by Continental Stock
Transfer & Trust Company, as depositary, approximately 3.3 million shares of
Showpower have been acquired by GE Energy Services (including approximately .3
million shares subject to guaranteed delivery) out of the approximately 3.4
million shares currently outstanding. Approximately 120 thousand shares remained
untendered as of the expiration of the tender offer.
As a result of the offer, GE Energy Services has acquired more than 90%
of Showpower's outstanding shares, thereby permitting the second step of the
acquisition without a meeting of Showpower's stockholders. Showpower will be
operated as part of the GE Energy Rentals unit of GE Power Systems. Each
Showpower share not previously purchased in the tender offer will be converted
into the right to receive $7.00 in cash pursuant to a merger with a subsidiary
of GE Energy Services. The completion of the merger is expected to occur on or
before, Friday, January 28, 2000.
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Showpower is a premier provider of temporary power and temperature control
rental equipment and services to the special events and entertainment
industries. It operates on a global basis and its employees possess the
expertise that is essential to success in mission critical equipment rental
worldwide.
According to GE Power Systems President and CEO Robert Nardelli, "This
is an ideal strategic fit for us as we work to rapidly expand the range of
rental products and services we provide across a broad base of industries.
Showpower provides us immediate global expansion into Europe, South America and
Asia. Showpower's locations compliment our overall plan, and will serve as hubs
for expansion around the world."
Showpower CEO, John Campion, described the deal as "a unique
opportunity, both to enhance the level of service provided to Showpower's
traditional customers and to reshape the broader rental industry with GE Power
Systems sales and services network as well as GE's brand recognition throughout
the world." Upon completion of the acquisition, Campion will become a member of
the senior management staff of GE Energy Rentals.
GE Energy Rentals President Martin Moore said, "We are committed to
serving Showpower's current and potential customers and we anticipate drawing
upon the technical and operational skills that exist at Showpower as we
implement our plans for serving customers in the commercial and industrial
segments."
About GE Power Systems and GE Energy Rentals
GE Power Systems, one of General Electric's major businesses, is a leading
supplier of power generation technology, energy services and management systems.
The $10 billion GE business
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serves customers through a global network of offices and service centers and has
the largest installed base of power generation equipment in the energy industry.
GEPS provides turnkey equipment, service and management solutions across several
industries, including utilities, independent power producers and
industrial/commercial customers.
GE Energy Rentals, a single-source for power, refrigeration and climate control
needs, is the latest of several GE Power System ventures, acquisitions and
alliances executed during the past two years to deliver total, global energy
solutions. GE has already expanded the power generation rental industry with its
introduction of the TM 2500, the largest mobile gas turbine-generator set
available on a rental basis, producing up to 22.8 megawatts in a single package.
Prior to the TM2500, large temporary power block customers needed multiple
generator sets to achieve that level of output. GE Energy Rentals is also a key
element in the GE Power Systems distributed power initiative, which includes
fuel cells, microturbines and reciprocating engines.
About Showpower
Showpower is a Rancho Dominiguez, California based company, with locations in
California, Texas, New Jersey, Nevada, Florida, Brazil, and the United Kingdom.
Showpower provides temporary power generation and temperature control rental
equipment and support services on a worldwide basis for entertainment, corporate
and special events. Showpower's customers include corporations, event producers,
television networks, motion picture studios, facility operators and performers
that need electric power and/or temperature control services to support events
at locations where these services are inadequate or unavailable. Showpower also
provides fully integrated, value-added services, including planning, technical
advice, customized installations, on-site operations and support personnel.
