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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
(AMENDMENT NO. 5)
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HARMON INDUSTRIES, INC.
(Name of Subject Company (Issuer))
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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)
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Copy to:
JOHN A. MARZULLI, JR., ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
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.
/X/ 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: /X/
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO 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 dated July 25, 2000 (as
amended, the "Schedule TO"). The 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, as amended on August 22, 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 Offer is made pursuant to an Agreement and Plan of Merger, dated as of
July 16, 2000 (the "Merger"). Parent has filed a registration statement with the
Securities and Exchange Commission (the "Commission") on Form S-4, as amended on
August 22, 2000, relating to the Parent Shares to be issued in the Offer and the
Merger (the "Registration Statement"). The information set forth in the
Prospectus and the related Letter of Transmittal, and any prospectus supplement
or other supplement thereto related to the Offer hereafter filed with the
Commission by Parent and Acquiror, is incorporated herein by reference with
respect to Items 1-9 and 11 of this Schedule TO.
ITEM 11
The Offer terminated at midnight, New York City time, on August 28, 2000. In
the Offer 11,271,462 Shares were validly tendered and not withdrawn,
representing 93.24% of all outstanding Shares. On August 29, 2000, GE and
Acquiror accepted for purchase and payment all Shares validly tendered and not
withdrawn prior to midnight, New York City time, on August 28, 2000.
On August 31, 2000, pursuant to the Merger Agreement, Acquiror merged with
and into the Company, thereby consummating the Merger. At the effective time of
the Merger, each Share held in the treasury of the Company or owned by GE or the
Acquiror was canceled and retired, and every other Share issued and outstanding
prior to the effective time of the Merger was converted into the right to
receive the same consideration paid in the Offer.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(13) Press Release issued by Parent on August 29, 2000
(incorporated by reference to the filing by Parent on Form
425 on August 29, 2000)
(a)(14) Press Release issued on September 1, 2000 (incorporated by
reference to the filing by Parent on Form 425 on
September 1, 2000)
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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: September 1, 2000
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FOUR POINTS ACQUISITION, INC.
By: /s/ JOHN KRENICKI, JR.
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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: September 1, 2000
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GENERAL ELECTRIC COMPANY
By: /s/ ROBERT E. HEALING
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Name: Robert E. Healing
Title: Corporate Counsel
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EXHIBIT INDEX
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EXHIBIT
NO.
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(a)(13) Press Release issued by Parent on August 29, 2000
(incorporated by reference to the filing by Parent on Form
425 on August 29, 2000).
(a)(14) Press Release issued on September 1, 2000 (incorporated by
reference to the filing by Parent on Form 425 on
September 1, 2000)
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