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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HARMON INDUSTRIES, INC.
(Name of Subject Company (Issuer))
------------------------------
FOUR POINTS ACQUISITION, INC.
GENERAL ELECTRIC COMPANY
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Common Stock, Par Value $0.25 Per Share
Including Associated Rights
(Title of Class of Securities)
413136102
(CUSIP Number of Class of Securities)
ROBERT E. HEALING, ESQ.
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431-0001
(203) 373-2243
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
------------------------------
Copy to:
JOHN A. MARZULLI, JR., ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$344,646,930.06................................ $68,929.39
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act
of 1934, based on the product of (i) $29.28125, the average of the high and
low sales prices of Harmon Industries, Inc. common stock on the Nasdaq
National Market on July 18, 2000 and (ii) 11,770,226 shares of Harmon
Industries, Inc. common stock, the number of shares of Harmon Industries,
Inc. common stock outstanding at the close of business on July 14, 2000,
assuming the exercise of all options to purchase Harmon Industries, Inc.
common stock expected to be outstanding and exercisable prior to the date
the offer is expected to be consummated.
** Calculated as 1/50 of 1% of the transaction value.
/X/ 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: 90,986.79 Filing Party: General Electric Company
Form or Registration No.: S-4 Date Filed: July 25, 2000
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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 to designate any transactions to which the
statement relates:
/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.
/ / amendment to Schedule 13D under Rule 13d-2.
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 (this "Schedule TO"), is filed by
General Electric Company, a New York corporation ("Parent"), and Four Points
Acquisition, Inc., a Missouri corporation ("Acquiror") and a wholly owned
subsidiary of Parent. This Schedule TO relates to the offer by Acquiror to
exchange a fraction of a share of common stock, par value $0.06 per share (the
"Parent Shares"), of Parent for each outstanding share of common stock, par
value $0.25 per share (the "Shares"), of Harmon Industries, Inc., a Missouri
corporation (the "Company"), including the associated rights to purchase common
stock, based on an exchange ratio of $30 divided by the Average Parent Price (as
defined below), upon the terms and subject to the conditions set forth in the
Prospectus dated July 25, 2000 (the "Prospectus") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2)
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The "Average Parent Price" shall mean the average of
the daily volume-weighted sales prices per share of the Parent Shares on the New
York Stock Exchange, Inc. for each of the ten consecutive trading days ending on
the trading day that is two trading days prior to the date on which the Shares
are accepted for payment in the Offer.
The information set forth in the Prospectus and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1-9 and 11
of this Schedule TO. The Agreement and Plan of Merger, dated as of July 16,
2000, among Parent, Acquiror and the Company, a copy of which is attached as
Exhibit (d)(1) hereto, the Stock Option Agreement, dated as of July 16, 2000,
between Parent and the Company, a copy of which is filed as Exhibit (d)(2)
hereto, and the Support Agreement, dated as of July 16, 2000, among Parent,
Acquiror and certain stockholders of Harmon, a copy of which is attached as
Exhibit (d)(3) hereto, are incorporated herein by reference with respect to
Items 5 and 11 of this Schedule TO.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1) Prospectus dated July 25, 2000 (incorporated by reference
from GE's Registration Statement on Form S-4 filed on
July 25, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.3 to GE's Registration Statement on Form S-4
filed on July 25, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.4 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(a)(4) Form of Letter from Acquiror to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to exhibit 99.5 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients (incorporated by
reference to exhibit 99.6 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
by reference to exhibit 99.7 to GE's Registration Statement
on Form S-4 filed on July 25, 2000).
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on July 25, 2000 (incorporated by reference to
exhibit 99.8 to GE's Registration Statement on Form S-4
filed on July 25, 2000).
(a)(8) Press Release issued by Parent on July 17, 2000
(incorporated by reference to the filing by Parent on
Form 425 on July 17, 2000).
(b) None.
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(d)(1) Agreement and Plan of Merger, dated as of July 16, 2000,
among Parent, Acquiror and the Company (incorporated by
reference to exhibit 2 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(d)(2) Stock Option Agreement, dated as of July 16, 2000, between
Parent and the Company (incorporated by reference to
exhibit 99.1 to GE's Registration Statement on Form S-4
filed on July 25, 2000).
(d)(3) Support Agreement, dated as of July 16, 2000, among Parent
and certain stockholders of Harmon (incorporated by
reference to exhibit 99.2 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(d)(4) Confidentiality Agreement, dated September 9, 1999 between
Parent and the Company.
(g) None.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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: July 25, 2000
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FOUR POINTS ACQUISITION, INC.
By: /s/ JOHN KRENICKI, JR.
-----------------------------------------
Name: John Krenicki, Jr.
Title: President
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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: July 25, 2000
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GENERAL ELECTRIC COMPANY
By: /s/ ROBERT E. HEALING
-----------------------------------------
Name: Robert E. Healing
Title: Corporate Counsel
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO.
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(a)(1) Prospectus dated July 25, 2000 (incorporated by reference
from GE's Registration Statement on Form S-4 filed on
July 25, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.3 to GE's Registration Statement on Form S-4
filed on July 25, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.4 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(a)(4) Form of Letter from Acquiror to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to exhibit 99.5 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients (incorporated by
reference to exhibit 99.6 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
by reference to exhibit 99.7 to GE's Registration Statement
on Form S-4 filed on July 25, 2000).
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on July 25, 2000 (incorporated by reference to
exhibit 99.8 to GE's Registration Statement on Form S-4
filed on July 25, 2000).
(a)(8) Press Release issued by Parent on July 17, 2000
(incorporated by reference to the filing by Parent on
Form 425 on July 17, 2000).
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of July 16, 2000,
among Parent, Acquiror and the Company (incorporated by
reference to exhibit 2 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(d)(2) Stock Option Agreement, dated as of July 16, 2000, between
Parent and the Company (incorporated by reference to
exhibit 99.1 to GE's Registration Statement on Form S-4
filed on July 25, 2000).
(d)(3) Support Agreement, dated as of July 16, 2000, among Parent
and certain stockholders of Harmon (incorporated by
reference to exhibit 99.2 to GE's Registration Statement on
Form S-4 filed on July 25, 2000).
(d)(4) Confidentiality Agreement, dated September 9, 1999 between
Parent and the Company.
(g) None.
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