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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3)
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SMALLWORLDWIDE PLC
(Name of Subject Company (Issuer))
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GE POWER SYSTEMS EQUITIES, INC.
GENERAL ELECTRIC COMPANY
(Offerors)
(Names of Filing Persons (identifying status as offeror,
issuer or other persons))
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ORDINARY SHARES, OF (L)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)
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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
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$ 211,874,900* $ 42,375
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* 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.
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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
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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 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: |_|
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on
August 24, 2000, as amended by Amendment No. 1 filed on August 25, 2000 and
Amendment No. 2 filed on September 25, 2000 (as amended, the "Schedule TO"), 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 (L)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").
The information in the Offer to Purchase is incorporated by reference herein.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase.
Items 1, 4 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended as follows:
1. The eighth full paragraph on page 38 of the section of the Offer
to Purchase entitled "Certain Conditions of the Offer -- General"
is hereby amended and restated to read in its entirety as
follows:
"The foregoing conditions are for the benefit of GE and the
Offeror and may be asserted by GE and the Offeror regardless of
the circumstances giving rise to any such condition (including
any action or omission by GE or the Offeror, other than an action
or omission that would constitute a material breach of the
representations, warranties or covenants of GE in the Acquisition
Agreement) or may be waived by GE or the Offeror in whole or in
part at any time ON OR BEFORE THE EXPIRATION OF THE OFFER, in its
sole discretion. The failure by GE or the Offeror at any time to
exercise any of the foregoing rights shall not be deemed a waiver
of any such right; the waiver of any such right with respect to
particular facts and other circumstances shall not be deemed a
waiver with respect to any other facts and circumstances; and
each such right shall be deemed an ongoing right that may be
asserted at any time ON OR BEFORE THE EXPIRATION OF THE OFFER.
Should the Initial Offer be terminated pursuant to the foregoing
provisions, all tendered Ordinary Shares theretofore accepted for
payment shall be returned forthwith."
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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
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Name: James M. Waterbury
Title: Attorney-in-Fact
GE POWER SYSTEMS EQUITIES, INC.
By: /s/ James M. Waterbury
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Name: James M. Waterbury
Title: Attorney-in-Fact
Date: October 2, 2000
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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*(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.
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*(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.
*99.4 Press release issued on September 22, 2000.
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* Previously Filed.
