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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SMALLWORLDWIDE PLC
(Name of Subject Company (Issuer))
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GE POWER SYSTEMS EQUITIES, INC.
GENERAL ELECTRIC COMPANY
(Offerors)
(Names of Filing Persons (identifying status as offeror, issuer or other
persons))
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ORDINARY SHARES, OF L0.01 EACH, AND AMERICAN DEPOSITARY SHARES,
EACH REPRESENTING ONE ORDINARY SHARE
(Title of Class of Securities)
83168P108 (AMERICAN DEPOSITARY SHARES)
(CUSIP Number of Class of Securities)
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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 on Behalf of Filing Persons)
COPY TO:
MARY A. BERNARD
KING & SPALDING
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 556-2100
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$211,874,900* $42,375
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* Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of all outstanding ordinary shares, nominal value L0.01
per share (the "Ordinary Shares"), and American Depositary Shares each
representing one Ordinary Share (the "ADSs", and together with the Ordinary
Shares, the "Shares"), of Smallworldwide plc at a price of $20.00 per Share.
As of August 17, 2000, there were 10,593,745 Shares outstanding, including
Shares subject to outstanding stock options. The amount of the Filing Fee
calculated in accordance with Rule 0-11 of the Securities and Exchange Act
of 1934, as amended, equals 1/50th of 1% of the value of the transaction.
/ / Check the 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: Filing Party:
Form or Registration No.: Date Filed:
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
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/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Tender Offer Statement on Schedule TO relates to the offer by GE Power
Systems Equities, Inc., a Delaware corporation (the "Offeror") and a wholly
owned subsidiary of General Electric Company, a New York corporation ("GE"), to
purchase all of the outstanding (1) ordinary shares, nominal value of L0.01 each
("Ordinary Shares"), and (2) American Depositary Shares ("ADSs"), each
representing one Ordinary Share and evidenced by American Depositary Receipts
("ADRs"), 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 (the "Offer
to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), the
related Letter of Transmittal, a copy of which is attached hereto as
Exhibit (a)(1)(B), and the related Form of Acceptance, a copy of which is
attached hereto as Exhibit (a)(1)(C) (which, together with the Offer to
Purchase, as amended from time to time, constitute the "Offer"). Information
concerning the consideration being offered for the Ordinary Shares and ADSs and
the conversion thereof from U.S. dollars to pounds sterling is set forth in
Section 2 ("Acceptance for Payment and Payment for Shares") of the Offer to
Purchase. The cover page above and item numbers and responses thereto below are
in accordance with the requirements of Schedule TO.
The Offeror has entered into irrevocable undertakings, dated as of
August 17, 2000 (the "Tender Agreements"), with certain officers and directors
of Smallworld, pursuant to which, among other things, such officers and
directors have agreed, for themselves and their immediate family members, to
tender or procure the tender of an aggregate of 1,113,700 Ordinary Shares and
ADSs (or approximately 14% of the outstanding Ordinary Shares and ADSs) to the
Offeror in the Offer. Additional information about the Tender Agreements is
contained in Section 11 of the Offer to Purchase.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Summary Term Sheet in the Offer to Purchase
attached hereto as Exhibit (a)(1)(A) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
The name of the subject company 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.
This statement relates to the Ordinary Shares and ADSs of Smallworld. The
Ordinary Shares and the ADSs are collectively referred to herein as the
"Shares." The information set forth in the introduction (the "Introduction") of
the Offer to Purchase is incorporated herein by reference. As of August 17,
2000, there were 7,899,440 Ordinary Shares issued and outstanding (of which
6,656,200 were held by The Bank of New York as depositary and represented by
ADSs).
The information concerning the principal market in which the ADSs are traded
and certain high and low sales prices for the ADSs in such principal market are
set forth in Section 6 ("Price Range of Shares; Dividends") of the Offer to
Purchase and is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This Tender Offer Statement is filed by the Offeror and GE. Information
regarding the name, business address, business telephone number, principal
business, state or other place of organization of both the Offeror and GE is
incorporated herein by reference from Section 8.
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
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incorporated herein by reference from Schedule I of the Offer to Purchase.
Except as indicated in 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 have (1) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) been a party to any judicial
or administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in 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 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
During the past two years, other than these transactions, during the past
two years, there have been no transactions that would be required to be
disclosed under this Item 5 between any of the Offeror or GE or, to the best
knowledge of the Offeror and GE, any of the persons listed in Schedule I to the
Offer to Purchase, and Smallworld or any of its executive officers, directors or
affiliates.
The information set forth in the Introduction, Section 8 ("Certain
Information Concerning the Offeror and GE"), Section 10 ("Background of the
Offer; Contacts with Smallworld") and Section 11 ("The Acquisition Agreement and
Tender Agreements") of the Offer to Purchase and in Exhibits (d)(1), (d)(2),
(d)(3), (d)(4), (d)(5), (d)(6), (d)(7), (d)(8) and (d)(9) of this Schedule TO is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in the Introduction, Section 10 ("Background of
the Offer; Contacts with GE"), Section 11 ("The Acquisition Agreement and Tender
Agreements"), Section 12 ("Purpose of the Offer; Plans for GE") and Section 13
("Dividends and Distributions") and in 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 7. 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.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in the Introduction and Section 8 ("Certain
Information Concerning the Offeror and GE") of the Offer to Purchase and
Schedule I ("Additional Information Concerning the Offeror and GE") to the Offer
to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Introduction and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in Section 11 ("The Acquisition Agreement and
Tender Agreements"), Section 14 ("Effect of the Offer on the Market for the
Shares, Stock Exchange Listing
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and Exchange Act Registration"), Section 16 ("Certain Legal Matters and
Regulatory Approvals") and Section 19 ("Miscellaneous") of the Offer to Purchase
is incorporated herein by reference.
(b) The information set forth in the entire text of each of (1) the Offer to
Purchase, (2) the Letter of Transmittal and (iii) the Form of Acceptance, which
are attached hereto as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C),
respectively, is incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1)(A) Offer to Purchase dated August 24, 2000.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Acceptance.
(a)(1)(D) Form of Notice of Guaranteed Delivery.
(a)(1)(E) Form of Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees.
(a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(H) Press announcement released in the U.K. on August 17, 2000.
(Incorporated by reference to Exhibit 99(a)(2) to Schedule
TO filed by General Electric Company and GE Power Systems
Equities, Inc. on August 17, 2000.)
(a)(1)(I) Joint press release issued by GE and Smallworld on
August 17, 2000. (Incorporated by reference to
Exhibit 99(a)(1) to Schedule TO filed by General Electric
Company and GE Power Systems Equities, Inc. on August 17,
2000.)
(a)(1)(J) Summary advertisement as published in the U.S. on
August 24, 2000.
(a)(2) Recommendation Statement on Schedule 14D-9.
(b) None.
(d)(1) Acquisition Agreement dated August 16, 2000 between General
Electric Company and Smallworldwide plc (incorporated by
reference from Annex B to the Offer to Purchase filed as
Exhibit (a)(1) (A) hereto).
(d)(2) Form of Irrevocable Undertaking executed by each of Martin
Cartwright, Richard Green and Richard Newell and GE Power
Systems Equities, Inc.
(d)(3) Deed of Irrevocable Undertaking executed by C. Warren
Ferguson and GE Power Systems Equities, Inc.
(d)(4) Form of Irrevocable Undertaking executed by each of Timothy
Cadman and Ronald Posner and GE Power Systems Equities, Inc.
(d)(5) Form of Irrevocable Undertaking executed by each of Peter
Batty, Peter Britnell, Joan Myhill and David Theriault and
GE Power Systems Equities, Inc.
(d)(6) Form of Irrevocable Undertaking executed by each of Mark
Diskin and Wolfgang Chittka and GE Power Systems Equities,
Inc.
(d)(7) Service Agreement dated August 16, 2000 between Richard G.
Newell and General Electric Company.
(d)(8) Service Agreement dated August 16, 2000 between C. Warren
Ferguson and General Electric Company.
(d)(9) Service Agreement dated August 16, 2000 between Martin A.
Cartwright and General Electric Company.
(d)(10) Service Agreement dated August 16, 2000 between Richard
Green and General Electric Company.
(d)(11) Confidentiality Agreement dated August 2, 2000 between
General Electric Company and Smallworldwide plc.
(g) Not applicable.
(h) Not applicable.
99.1 Power of Attorney.
99.2 Board Resolution of GE Power Systems Equities, Inc.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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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.
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GENERAL ELECTRIC COMPANY
By: /s/ JAMES M. WATERBURY
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Name: James M. Waterbury
Title: Attorney-in-Fact
GE POWER SYSTEMS EQUITIES, INC.
By: /s/ JAMES M. WATERBURY
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Name: James M. Waterbury
Title: Attorney-in-Fact
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Date: August 24, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DOCUMENT
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(a)(i)(A) Offer to Purchase dated August 24, 2000.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Acceptance.
(a)(1)(D) Form of Notice of Guaranteed Delivery.
(a)(1)(E) Form of Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees.
(a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(H) Press announcement released in the U.K. on August 17, 2000.
(Incorporated by reference to Exhibit 99(a)(2) to Schedule
TO filed by General Electric Company and GE Power Systems
Equities, Inc. on August 17, 2000.)
(a)(1)(I) Joint press release issued by GE and Smallworld on August
17, 2000. (Incorporated by reference to Exhibit 99(a)(1) to
Schedule TO filed by General Electric Company and GE Power
Systems Equities, Inc. on August 17, 2000.)
(a)(1)(J) Summary advertisement as published in the U.S. on August 24,
2000.
(a)(2) Recommendation Statement on Schedule 14D-9.
(b) None.
(d)(1) Acquisition Agreement dated August 16, 2000 between General
Electric Company and Smallworldwide plc (incorporated by
reference from Annex B to the Offer to Purchase filed as
Exhibit (a)(1)(A) hereto).
(d)(2) Form of Irrevocable Undertaking executed by each of Martin
Cartwright, Richard Green and Richard Newell and GE Power
Systems Equities, Inc.
(d)(3) Deed of Irrevocable Undertaking executed by C. Warren
Ferguson and GE Power Systems Equities, Inc.
(d)(4) Form of Irrevocable Undertaking executed by each of Timothy
Cadman and Ronald Posner and GE Power Systems Equities, Inc.
(d)(5) Form of Irrevocable Undertaking executed by each of Peter
Batty, Peter Britnell, Joan Myhill and David Theriault and
GE Power Systems Equities, Inc.
(d)(6) Form of Irrevocable Undertaking executed by each of Mark
Diskin and Wolfgang Chittka and GE Power Systems Equities,
Inc.
(d)(7) Service Agreement dated August 16, 2000 between Richard G.
Newell and General Electric Company.
(d)(8) Service Agreement dated August 16, 2000 between C. Warren
Ferguson and General Electric Company.
(d)(9) Service Agreement dated August 16, 2000 between Martin A.
Cartwright and General Electric Company.
(d)(10) Service Agreement dated August 16, 2000 between Richard
Green and General Electric Company.
(d)(11) Confidentiality Agreement dated August 2, 2000 between
General Electric Company and Smallworldwide plc.
(g) Not applicable.
(h) Not applicable.
99.1 Power of Attorney.
99.2 Board Resolution of GE Power Systems Equities, Inc.
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