<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. 2)*
SMALLWORLDWIDE PLC
(Name of Issuer)
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)
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
NOVEMBER 1, 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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Page 2 of 6 Pages
CUSIP NO. 83168P108 (American Depositary Shares)
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC COMPANY - 14-0689340
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7. SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 9,707,518
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 9,707,518
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,707,518 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.14% (BASED ON 9,891,074 ORDINARY SHARES AND ADSs
OUTSTANDING ON OCTOBER 31, 2000)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
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
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 9,707,518
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 9,707,518
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,707,518 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.14% (BASED ON 9,891,074 ORDINARY SHARES AND ADSs
OUTSTANDING ON OCTOBER 31, 2000)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 6 Pages
This Amendment No. 2 ("Amendment No. 2") amends and supplements the
Schedule 13D originally filed with the Securities and Exchange Commission on
August 24, 2000, as amended by Amendment No. 1 filed on October 6, 2000 (as
amended, the "Schedule 13D"), 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 (GE and the Offeror
together, the "Reporting Persons"), 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 was filed as Exhibit 7 to the Schedule 13D. 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".
Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
The items of the Schedule 13D set forth below are hereby amended and
supplemented as follows:
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding the following paragraphs
immediately after the final paragraph thereof:
The subsequent offer period of the Offer expired at 9:30 a.m.,
New York City time and 2:30 p.m., London time, on October 31, 2000.
As of 9:30 a.m., New York City time and 2:30 p.m., London
time, on October 31, 2000, approximately 9,707,518 Shares had been
tendered pursuant to the Offer and not withdrawn, which constituted
approximately 98% of the total number of Smallworld's then-outstanding
Shares. On November 1, 2000, the Offeror accepted for payment all such
tendered Shares. Payment for accepted Shares has been or will be made
promptly, as applicable.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by amending and restating subsections (a) (i), (a)
(ii), (b) (i) and (b) (ii) in their entirety as follows:
(a) (i) GE has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns 9,707,518 Shares,
representing approximately 98% of the outstanding Shares of Smallworld.
(a) (ii) The Offeror has acquired and, for purposes of Rule
13d-3 promulgated under the Exchange Act, beneficially owns 9,707,518
Shares, representing approximately 98% of the outstanding Shares of
Smallworld.
Except as set forth in this Item 5(a), neither of the
Reporting Persons, nor any other person controlling any Reporting
Person nor, to the best knowledge of any Reporting Person, any persons
named in Schedule I of the Offer to Purchase which was filed as Exhibit
7 to the Schedule 13D beneficially owns any Shares.
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Page 5 of 6 Pages
(b) (i) GE has shared power to vote and dispose of 9,707,518
Shares.
(b) (ii) The Offeror has shared power to vote and dispose of
9,707,518 Shares.
[The remainder of the page intentionally left blank.]
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Page 6 of 6 Pages
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: November 2, 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
