Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Harmon Industries, Inc.
Commission File No. 000-07916
Contact: Susan K. Breon
GE Transportation Systems
814/875-3457
[email protected]
General Electric Company Receives SEC Effectiveness of Registration Statement
relating to Exchange Offer for Harmon Industries, Inc.
August 22, 2000 -- Erie, PA -- General Electric Company (GE) announced that the
Securities and Exchange Commission has today declared effective under the
Securities Act of 1933 the registration statement filed by GE relating to shares
to be issued by GE in its offer, through Four Points Acquisition Corp., its
wholly owned subsidiary (Four Points), to acquire all of the outstanding shares
of common stock of Harmon Industries, Inc. (Harmon) and the subsequent merger of
Four Points into Harmon. Following completion of the transaction, it is expected
that Harmon will become part of GE Harris Railway Electronics, a joint venture
between GE Transportation Systems (GETS) and Harris Corporation. Declaration by
the SEC of the effectiveness of the registration statement is a condition of the
offer.
On August 22, GE filed an amendment to the registration statement. The changes
appearing in the amendment to the registration statement do not affect any of
the terms of the offer. As a result, no additional offering documents will be
mailed to the Harmon stockholders. The amended registration statement may be
obtained free at the SEC's web site at www.sec.gov. The amended registration
statement may also be obtained from GE without charge upon request to its
information agent, Morrow & Company, Inc., 445 Park Avenue, 5th Floor, New York,
New York 10022, or call toll free: (800) 566-9061.
On August 21, GE extended the offer to exchange a fraction of a share of GE
common stock for each outstanding share of Harmon common stock that is validly
tendered and not properly withdrawn. Currently, the offer will expire at
midnight, New York City time, on August 28, 2000, unless further extended.
GETS, headquartered in Erie, PA, is one of the major business units of GE (NYSE
symbol GE). It is a global supplier of surface transportation products and
services including freight and passenger locomotives and maintenance service,
global railroad services such as remote monitoring and diagnostics, railway
control and communications systems, propulsion and auxiliary power systems for
transit vehicles and motorized drive systems for mining trucks. It employs
approximately 6700 employees worldwide and has sales in excess of $2 billion.
Harmon, headquartered in Blue Springs, Mo., is a technology leader focusing
primarily on providing solutions to the worldwide rail transportation industry
in the areas of electronic signaling and train control. The company is traded in
the over-the-counter market and is quoted on NASDAQ National Market System under
the symbol HRMN. It has approximately 2000 employees at more than 20 locations
in North America, United Kingdom and Italy.
<PAGE>
We urge the Harmon shareholders to read the registration statement on form S-4
and Schedule TO and the preliminary prospectus, amendments, final prospectus and
other exchange offer documents, filed on or after July 25, 2000 by General
Electric with the Securities and Exchange Commission (SEC) and the related
solicitation/recommendation statement filed on July 25, 2000 by Harmon with the
SEC. These documents contain important information which should be read
carefully before any decision is made with respect to the offer. These documents
are available to all shareholders of Harmon at no expense to them. The documents
are also available at no charge at the SEC's website at www.sec.gov. Documents
are available from the contact persons above without cost.
# # #
