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's Exchange Offer for Harmon Industries, Inc.
Closes with More than 90% Acceptance
August 29, 2000 -- Erie, PA -- General Electric Company announced today the
expiration of the exchange offer by its wholly owned subsidiary, Four Points
Acquisition Corp., for all of the outstanding shares of Harmon, Industries, Inc.
(Harmon) (Nasdaq: HRMN) common stock at an exchange ratio of 0.527 of a share of
GE common stock for each share of common stock of Harmon. The offer expired at
midnight, New York city time on Monday, August 28, 2000. All shares validly
tendered and not properly withdrawn prior to expiration have been accepted for
exchange and will be exchanged promptly for GE shares.
Approximately 11,271,462 shares were tendered (including through notice of
guaranteed delivery) in the offer prior to its expiration, which constitutes
approximately 93.24% of the total number of outstanding shares of common stock
of Harmon on a fully-diluted basis.
The pending merger of Four Points Acquisition Corp., with and into Harmon will
become effective as soon as practicable subject to the terms of the Agreement
and Plan of Merger among GE, Four Points Acquisition Corp. and Harmon. Once the
pending merger becomes effective, Harmon will be a wholly owned subsidiary of
GE.
Following completion of the transaction, it is expected that 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, amendments, 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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