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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. 4)
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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 (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)
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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. 4 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,
Amendment No. 2 filed on September 25, 2000 and Amendment No. 3 filed on October
2, 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 (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"). 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 and
supplemented by adding thereto the following:
"The initial offer period of the Offer expired at 9:30 a.m., New York City
time and 2:30 p.m., London time, on October 2, 2000. The 90% minimum tender
condition has been satisfied and the Offer has been declared unconditional in
all respects. The subsequent offer period commenced on October 3, 2000 and will
expire at 9:30 a.m., New York City time and 2:30 p.m., London time, on Tuesday,
October 31, 2000, unless otherwise extended. Payment for Shares properly
tendered and not withdrawn by 9:30 a.m., New York City time and 2:30 p.m.,
London time, on October 2, 2000 will be paid promptly. Shares tendered during
the subsequent offer period may not be withdrawn, and Shares properly tendered
during the subsequent offer period will be immediately accepted and paid for
promptly.
On October 3, 2000, the Offeror issued a press release that announced the
expiration of the initial offer period and the commencement of the subsequent
offer period, set forth the number of Shares that had been tendered pursuant to
the Offer and not withdrawn as of 9:30 a.m., New York City time and 2:30 p.m.,
London time, on October 2, 2000, and stated that appropriate proposals would be
made to Smallworld's optionholders. A copy of the press release issued by the
Offeror on October 3, 2000, is filed herewith as Exhibit 99.5 and is
incorporated by reference herein."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
"99.5 Press release issued on October 3, 2000."
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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
---------------------------------
Name: James M. Waterbury
Title: Attorney-in-Fact
Date: October 4, 2000
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EXHIBIT INDEX
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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.
99.5 Press release issued on October 3, 2000.
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* Previously Filed.
