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 Announces Share Exchange Ratio
August 17, 2000 -- Erie, PA -- General Electric Company announced today in
connection with its pending exchange offer to acquire all of the outstanding
shares of common stock of Harmon Industries, Inc. (Harmon) that, assuming that
the offer expires as currently scheduled on August 21, 2000, Harmon stockholders
will receive 0.542 a share of GE common stock for each share of common stock of
Harmon tendered pursuant to the offer. The exchange ratio was calculated by
dividing $30 by $55.349, the average of the daily volume weighted sales prices
per share of GE common stock on the NYSE for each of the 10 consecutive trading
days ending August 17.
The waiting period under the HSR Act is scheduled to expire on August 26, 2000.
If the waiting period is not terminated early, GE will extend the offer. If the
offer is extended beyond Monday, August 21, 2000, the exchange ratio will be
reset. GE will announce any new exchange ratio by press release on the second
day prior to the then scheduled expiration date of the offer and will file that
press release pursuant to Rule 425 with the Securities and Exchange Commission.
Upon completion of the transaction, Harmon will become part of GE Harris Railway
Electronics, a joint venture between GE Transportation Systems (GETS) and Harris
Corporation.
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.
We urge the Harmon shareholders to read the registration statement on form S-4
and Schedule TO and the preliminary prospectus, supplements, 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.
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