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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Lunar Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
550362107
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(CUSIP Number)
Robert E. Healing, Corporate Counsel, General Electric Company
3135 Easton Turnpike, Fairfield, CT 06431 (203) 373-2243
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 8, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this schedule 13D, and is
filing this schedule because of Sections 240.13d-1(3), 240.13d-1(f) or
240.13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 670828102 13D Page 2 of 6 Pages
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1. Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
General Electric Company 14-0689340
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2. Check The Appropriate Box If A Member Of A Group*
(a) / /
(b) /X/
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of New York
Organization
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Number of 7. Sole Voting Power 10,120,940
Shares -------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by -------------------------------------------------------------
Each 9. Sole Dispositive Power 10,120,940
Reporting -------------------------------------------------------------
Person With 10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,120,940
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 100%
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14. Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value per share (the
"Common Stock") of Lunar Corporation ("Lunar" or the "Issuer"), which was
acquired by Reporting Person upon the closing on August 8, 2000 of the Agreement
and Plan of Merger among General Electric Company, Topaz Merger Corporation and
Lunar dated June 2, 2000 (the "Merger Agreement"). The principal executive
offices of the Issuer are located at 726 Heartland Trail, Madison, Wisconsin,
53717.
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Person is General Electric Company, a New York corporation
("GE"). GE is one of the largest and most diversified industrial corporations in
the world. GE has engaged in developing, manufacturing and marketing a wide
variety of products for the generation, transmission, distribution, control and
utilization of electricity since its incorporation in 1892. Over the years, GE
has developed or acquired new technologies and services that have broadened
considerably the scope of its activities.
GE's products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.
GE's services include product services; electrical product supply houses;
electrical apparatus installation, engineering, repair and rebuilding services;
and computer-related information services. Through its affiliate, the National
Broadcasting Company, Inc., GE delivers network television services, operates
television stations, and provides cable programming and distribution services.
Through another affiliate, General Electric Capital Services, Inc., GE offers a
broad array of financial and other services including consumer financing,
commercial and industrial financing, real estate financing, asset management and
leasing, mortgage services, consumer savings and insurance services, specialty
insurance and reinsurance, and satellite communications.
GE operates in more than 100 countries around the world, including 280
manufacturing plants in 26 different nations. GE's principal executive offices
are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone (203)
373-2211).
The names, business addresses and principal occupations of each of
Reporting Person's executive officers and directors are set forth in Exhibit A
attached hereto, which is incorporated herein by this reference. All such
persons are citizens of the United States unless otherwise noted in Exhibit A.
During the last five years, none of the persons named in this Item 2 has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), except as described in Exhibit A.
GE has not and, to the best of GE's knowledge, none of the directors and
executive officers of GE has been, during the last five years, a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Agreement and Plan of Merger described in Item 6 of this Statement was
entered into by GE and Lunar and was closed on August 8, 2000. The securities
were acquired in connection with the closing of the
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Merger Agreement. Upon the closing of the Merger, the shares of Lunar stock were
converted into the right to receive 0.322 shares of GE common stock, par value
$0.06 per share ("GE Common Stock").
ITEM 4. PURPOSE OF TRANSACTION
GE entered into the Merger Agreement described in Item 6 in order to
acquire all of the outstanding Common Stock of Lunar. GE intends to operate
Lunar as a wholly owned subsidiary. Following the Merger, GE, as the sole
shareholder of Lunar, adopted new articles of incorporation and bylaws, changed
the number of directors, elected new directors, and reduced the capitalization
of Lunar. Lunar's common stock was, upon the consummation of the Merger,
eligible for termination of registration and was delisted from the Nasdaq
System.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) - (c) By reason of the Merger, GE owns 100% of the outstanding common
stock of Lunar. GE has the sole power to vote all of the shares of Lunar stock.
The Merger was effected on August 8, 2000, following a meeting of the
stockholders of Lunar at the Lunar offices located at 726 Heartland Trail,
Madison, Wisconsin. The price per share of the transaction is described under
Item 3.
Except as described in this Schedule 13D, neither GE nor, to the best
knowledge of GE, any of the persons listed in Item 2 above beneficially owns any
shares of Lunar Common Stock. Except as described in this Schedule 13D, neither
GE nor, to the best of its knowledge, any of the persons listed in Item 2 above
has effected any transactions in Lunar Common Stock since the last Schedule 13D
was filed by the Reporting Person on June 12, 2000.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO THE SECURITIES
OF THE ISSUER
On June 2, 2000, GE, Topaz Merger Corporation, a Wisconsin corporation and
a wholly owned subsidiary of GE ("Sub") and Lunar entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of Sub with and
into Lunar (the "Merger"), with Lunar surviving the Merger and becoming a
wholly-owned subsidiary of GE. By virtue of the Merger, each outstanding share
of Lunar Common Stock (other than shares held by Lunar or its subsidiaries or GE
or any wholly-owned subsidiaries of GE) was converted into the right to receive
0.322 shares of GE Common Stock A copy of the Merger Agreement is included as
Exhibit 99(a) hereto and the description of the Merger Agreement contained
herein is qualified in its entirety by reference to such exhibit, which is
incorporated by reference.
Concurrently with the execution of the Merger Agreement, in order to induce
GE to enter into the Merger Agreement, GE and Lunar entered into the Stock
Option Agreement (the "Stock Option Agreement") in which Lunar granted to GE an
option (the "Option") to purchase up to 2,014,067 shares (the "Optioned Shares")
of Lunar Common Stock (which represented approximately 19.9% of the outstanding
shares of Lunar Common Stock) at an exercise price of $17.00 per share, payable
in cash.
The Option was immediately exercisable if one or more of the following
events occurred: (a) any person, corporation, partnership, limited liability
company or other entity or group (singularly or collectively hereinafter, a
"Person"), acquired or became the beneficial owner of 20% or more of the
outstanding shares of Lunar Common Stock, (b) any group was formed which
beneficially owned 20% or more of the outstanding shares of Lunar
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Common Stock; (c) any person commenced a tender or exchange offer for 20% or
more of the then outstanding shares of Lunar Common Stock or publicly proposed
any bona fide merger, consolidation or acquisition of all or substantially all
the assets of Lunar, or other similar business combination involving Lunar; (d)
Lunar entered into, or announced that it proposed to enter into, an agreement,
including, without limitation, an agreement in principle, providing for a merger
or other business combination involving Lunar or a "significant subsidiary" (as
defined in rule 1.02(w) of Regulation S-X as promulgated by the Securities and
Exchange Commission) of Lunar or the acquisition of a substantial interest in,
or a substantial portion of the assets, business or operations of, Lunar or a
significant subsidiary (other than the transactions contemplated by the Merger
Agreement); (e) any Person was granted any option or right, conditional or
otherwise, to acquire or otherwise become the beneficial owner of shares of
Lunar Common Stock which, together with all shares of Lunar Common Stock
beneficially owned by such Person, resulted or would have resulted in such
Person being the beneficial owner of 20% or more of the outstanding shares of
Lunar Common Stock; or (f) there was a public announcement with respect to a
plan or intention by a person, other than GE or its affiliates, to effect any of
the foregoing transactions.
The Option terminated upon the closing of the Merger. A copy of the Stock
Option Agreement entered into between GE and Lunar is filed as Exhibit 99(b)
hereto and the description contained herein is qualified in its entirety by
reference to such exhibit, which is incorporated herein by reference.
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ITEM 7. EXHIBITS
<TABLE>
<S> <C>
EXHIBIT A Identity and Background of Directors and Executive Officers of
Reporting Persons
99(a)* Agreement and Plan of Merger Among General Electric Company, Topaz
Merger Corp., and Lunar Corporation dated June 2, 2000.
99(b)* Stock Option Agreement dated June 2, 2000.
</TABLE>
* Incorporated by reference to the Exhibit of the same number filed with the
Schedule 13D filed by the Reporting Person on June 12, 2000.
After reasonable 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: August 18, 2000 GENERAL ELECTRIC COMPANY
/s/ Janet Bedol
By: Janet Bedol
Its: Associate Securities Counsel
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SCHEDULE 13D/A
EXHIBIT INDEX
<TABLE>
<S> <C>
EXHIBIT A Identity and Background of Directors and Executive Officers of
Reporting Persons
99(a)* Agreement and Plan of Merger Among General Electric Company, Topaz
Merger Corp., and Lunar Corporation dated June 2, 2000.
99(b)* Stock Option Agreement dated June 2, 2000.
</TABLE>
* Incorporated by reference to the Exhibit of the same number filed with the
Schedule 13D filed by the Reporting Person on June 12, 2000.
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SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Executive Vice President,
555 South Broadway Kraft Foods, Inc.
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
</TABLE>
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GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric Company
</TABLE>
<TABLE>
<CAPTION>
Citizenship
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<S> <C>
P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
</TABLE>
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital Services, Inc.
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
Matthew J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
L. R. Johnston General Electric Company Senior Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
</TABLE>
<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
</TABLE>
Citizenship of All Executive Officers
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U.S.A.
