<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
-------------
SMALLWORLDWIDE PLC
(Name of Subject Company (Issuer))
--------------
GE POWER SYSTEMS EQUITIES, INC.
GENERAL ELECTRIC COMPANY
(Offerors)
(Names of Filing Persons (identifying status as offeror, issuer or other
persons))
--------------
ORDINARY SHARES, OF (POUND)0.01 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)
--------------
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
-----------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
================================================================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
<S> <C>
$211,874,900* $ 42,375
================================================================================
</TABLE>
* Estimated for purposes of calculating the filing fee only. This
calculation assumes the purchase of all outstanding ordinary shares,
nominal value(pound)0.01 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.
|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.
Amount Previously Paid: $42,375 Filing Party: GE Power Systems
Equities, Inc.
General Electric
Company
Form or Registration No.: Schedule TO Date Filed: August 24, 2000
|_| 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:
|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.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
================================================================================
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on August 24, 2000, 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"). The Schedule TO relates to the offer by
the Offeror and GE to purchase all of the outstanding (1) ordinary shares,
nominal value of (pound)0.01 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 was filed with
the Schedule TO as Exhibit (a)(1)(A), the related Letter of Transmittal, a copy
of which was filed with the Schedule TO as Exhibit (a)(1)(B) , and the related
Form of Acceptance, a copy of which was filed with the Schedule TO as Exhibit
(a)(1)(C) (which, together with the Offer to Purchase, as amended from time to
time, constitute the "Offer").
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended to include Exhibit 99.3 as
follows:
"99.3 Newspaper Advertisement published on August 25, 2000 in the U.K."
<PAGE>
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.
GENERAL ELECTRIC COMPANY
By: /s/ JAMES M. WATERBURY
----------------------------
Name: James M. Waterbury
Title: Attorney-in-Fact
GE POWER SYSTEMS EQUITIES, INC.
By: /s/ JAMES M. WATERBURY
----------------------------
Name: James M. Waterbury
Title: Attorney-in-Fact
Date: August 25, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
----------- --------
*(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.
<PAGE>
*(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.
99.3 Newspaper Advertisement published on August 25, 2000 in the
Financial Times.
-----------------------
* Previously Filed.
