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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HARMON INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.25 Per Share
(Title of Class of Securities)
413136102
(CUSIP Number of Class of Securities)
ROBERT E. HEALING, ESQ.
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431-0001
(203) 373-2243
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copy to:
John A. Marzulli, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
July 16, 2000
(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 ss. 240.13d-1(e), 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. Seess. 240.13d-7(b) for
other parties t whom copies are to be sent.
*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 (the "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. 413136102
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GENERAL ELECTRIC COMPANY
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2 Check the Appropriate Box if a Member of a Group
(a) :
(b) :
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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 Organization New York
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NUMBER OF 7 Sole Voting Power
SHARES 2,266,058
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 1,788,875
REPORTING ---------------------------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 2,266,058
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10 Shared Dispositive Power
1,788,875
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,054,933 shares of Common Stock
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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) 34.24%
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14 Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, par value $0.25 per share (the "Common Stock"), of
Harmon Industries, Inc., a Missouri corporation (sometimes referred to herein as
"Issuer" or "Harmon") with its principal executive offices located at 1600 NE
Coronado Drive, Blue Springs, Missouri 64014.
ITEM 2. IDENTITY AND BACKGROUND.
The person listed in number 1 below is the person filing this statement.
1. a. General Electric Company ("GE") is a New York corporation.
b. The address of the principal executive offices of GE is: 3135
Easton Turnpike, Fairfield, Connecticut 06431-0001.
c. GE is one of the world's largest and most diversified industrial
corporations. 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 or services that have broadened considerably the scope of
its activities.
d. During the last five years, GE has not been convicted in any criminal
proceeding.
e. During the last five years, GE has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was 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.
Information regarding the directors and executive officers of GE is set
forth on Schedule I attached hereto. Except as indicated, all of the directors
and executive officers of GE are U.S. citizens. During the last five years, to
the knowledge of GE, no person named on Schedule I has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was 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.
On July 16, 2000, GE, Four Points Acquisition, Inc., a newly formed
Missouri corporation and a wholly owned subsidiary of GE ("Acquiror") and the
Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which Acquiror, on July 25, 2000, offered to exchange all of the
outstanding shares of Common Stock of the Issuer for shares of GE common
stock (the "Offer"), at an exchange ratio of $30 divided by the average of
the daily volume-weighted sales prices per share of GE common stock on the
New York Stock Exchange, Inc. ("NYSE") for each
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of the ten consecutive trading days ending on the trading day that is two
trading days prior to the date on which the shares of Harmon Common Stock are
accepted for payment in the Offer, and subject to the conditions set forth in
the Registration Statement on Form S-4, dated July 25, 2000 (the "Form S-4").
In connection with the Merger Agreement and the Form S-4 and in
consideration thereof, certain stockholders who are executive officers and
directors of Harmon and members of the Harmon family (the "Stockholders")
entered into a Support Agreement (See Item 4). GE did not pay additional
consideration to the Stockholders in connection with the execution and delivery
of the Support Agreement. In addition, the Stockholders granted GE an
irrevocable proxy with respect to the shares covered by the Support Agreement.
As a further inducement for GE to enter into the Merger Agreement and in
consideration thereof, GE and Harmon entered into a Stock Option Agreement (See
Item 4) pursuant to which Harmon granted to GE an option to purchase up to 19.9%
of the Harmon Common Stock on a fully diluted basis after issuance. The option
has an exercise price of $30.00 per share, payable in cash.
References to, and descriptions of, the Offer, the Merger (defined below),
the Merger Agreement, the Support Agreement and the Stock Option Agreement as
set forth herein are qualified in their entirety by reference to the copies of
the Merger Agreement, the Support Agreement and the Stock Option Agreement,
respectively, included as Exhibits A, B and C to this Schedule 13D, and are
incorporated herein in their entirety where such references and descriptions
appear.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) Pursuant to the Merger Agreement, and subject to the conditions
set forth therein (including, if necessary, approval of the Merger by
stockholders of Harmon), Acquiror is making an exchange offer (the "Offer") to
exchange a fraction of a share of GE common stock for each issued and
outstanding share of Harmon Common Stock. Following the Offer, Acquiror will
merge with and into Harmon and Harmon will become a wholly owned subsidiary of
GE (such events constituting the "Merger"). Once the Merger is consummated,
Acquiror will cease to exist as a corporation and all of the business, assets,
liabilities and obligations of Acquiror will be merged into Harmon with Harmon
remaining as the surviving corporation (the "Surviving Corporation").
As a result of the Offer and the Merger, each outstanding share of Common
Stock, other than shares owned by GE, Harmon and Acquiror will be exchanged for
or convertible into, as the case may be, a fraction of a share of GE common
stock determined by dividing $30.00 by the average of the daily volume-weighted
sales prices per share of GE on the NYSE for each of the ten consecutive trading
days ending on the trading day that is two trading days prior to the date on
which the Harmon shares are accepted for payment in the Offer.
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Each stockholder has, by executing the Support Agreement, agreed to tender
in the Offer and to vote all shares of Harmon Common Stock beneficially owned by
it (with respect to each Stockholder, the "Shares") as described below.
In addition, each Stockholder has agreed, at any meeting of the
stockholders of Harmon and at any adjournment thereof, at which the Merger
Agreement and related agreements are submitted for the consideration and vote of
the stockholders of Harmon, to (i) vote all Shares that such Stockholder is
entitled to vote in favor of the approval and adoption of the Merger Agreement,
the Merger and the transactions contemplated by the Merger Agreement and (ii)
not vote any Shares in favor of the approval of any Alternative Transaction (as
defined in the Merger Agreement), reorganization, recapitalization, liquidation
or winding up of Harmon or any other extraordinary transaction involving Harmon,
other than as contemplated by the Merger Agreement, corporate action the
consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or other
matters relating to, or in connection with, any of the foregoing matters. The
Support Agreement terminates upon the termination of the Merger Agreement. As
part of the Support Agreement, each Stockholder delivered an irrevocable proxy
to GE granting it the right to vote such Stockholders shares of Harmon Common
Stock in the manner similar to the obligations of the Stockholder under the
Support Agreement described above.
Pursuant to the Stock Option Agreement, Harmon granted an option to GE to
purchase up to 19.9% of the Harmon Common Stock (the "Option") on a fully
diluted basis after issuance. GE may exercise the Option, in whole or in part,
at any time or from time to time, after the occurrence of a Payment Event (as
defined in the Merger Agreement) PROVIDED that, except as provided below, the
Option shall terminate and be of no further force and effect upon the earliest
to occur of (i) the Effective Time (as such term is defined in the Merger
Agreement), (ii) twelve months after the occurrence of a Payment Event (unless
prior thereto the Option shall have been exercised) and (iii) the termination of
the Merger Agreement prior to the occurrence of a Payment Event unless, in the
case of clause (iii), GE has the right to receive a termination fee following
such termination upon the occurrence of certain events, in which case the Option
will not terminate until the later of (x) six months following the time such
termination fee becomes payable and (y) the expiration of the period in which an
event may occur which would result in GE having the right to receive a
termination fee pursuant to Section 5.5(e)(z) of the Merger Agreement.
Notwithstanding the termination of the Option, GE shall be entitled to purchase
those Option Shares with respect to which it has exercised the Option in
accordance with the terms of the Stock Option Agreement prior to the termination
of the Option. The termination of the Option shall not affect any rights which
by their terms extend beyond the date of such termination. If GE is entitled to
and wishes to exercise the Option, it shall deliver to Harmon a written notice,
the requirements of which are set forth in the Stock Option Agreement. It shall
be a condition to the exercise of the Option that (i) no preliminary or
permanent injunction or other order, decree or ruling against the sale or
delivery of the Option Shares issued by any federal or state court of competent
jurisdiction in the United States is in effect at such time, (ii) any applicable
waiting period under the HSR Act shall have expired or been terminated at or
prior to such time, and (iii) any approval required to be obtained prior to the
delivery of the Option Shares under the laws of any jurisdiction shall have been
obtained and shall be in full force and effect.
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The beneficial ownership of shares of Harmon Common Stock is acquired
pursuant to the Support Agreement, which was entered into in connection with the
Merger Agreement. The purpose of the Offer and of the Merger to be consummated
pursuant thereto is for GE to acquire control of the entire equity interest in
the Issuer. The purpose of the Merger is for GE to acquire all shares not
acquired pursuant to the Offer. Upon consummation of the Merger, the Issuer will
become a wholly owned subsidiary of GE.
(c) Following completion of the Merger, Harmon will become a part of GE
Harris Railway Electronics, LLC, a joint venture in which GE owns 51%.
(d) Upon the acceptance for exchange of shares of Harmon Common Stock
pursuant to the Offer, GE will be entitled to designate the number of directors,
rounded up to the next whole number, on Harmon's Board of Directors that equals
the product of (i) the total number of directors on Harmon's Board of Directors
(giving effect to the election of any additional directors as provided in the
Merger Agreement) and (ii) the percentage that the number of shares of Harmon
Common Stock beneficially owned by GE and/or Acquiror bears to the total number
of shares of Harmon Common Stock outstanding. Until the Merger has become
effective, Harmon's board of directors will also have at least two members who
were directors of Harmon prior to the consummation of the Offer.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Articles of Incorporation of
Acquiror in effect at the Effective Time (as defined in the Merger Agreement)
shall be the Articles of Incorporation of the Surviving Corporation until
thereafter amended as provided by the Missouri General and Business Corporation
Law ("MGBCL") and such Articles of Incorporation. The name of the Surviving
Corporation will be Harmon Industries, Inc. Upon consummation of the Merger, the
by-laws of Acquiror in effect at the Effective Time shall be the By-laws of the
Surviving Corporation until thereafter amended as provided in the MGBCL, the
Articles of Incorporation and such by-laws.
(h) - (i) If the Merger is consummated as planned, the Harmon Common Stock
will be deregistered under the Securities Act of 1933, as amended, and cease to
be authorized to be quoted on The Nasdaq National Market.
(j) Except as set forth above, GE has not currently formulated any
definitive plans or proposals which relate to or would result in any action
similar to any of those enumerated above.
References to, and descriptions of, the Merger Agreement, the Stock Option
Agreement and the Support Agreement as set forth above in this Item 4 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Stock Option Agreement and the Support Agreement, respectively, included as
Exhibits A, B and C to this Schedule 13D, and incorporated in this Item 4 in
their entirety where such references and descriptions appear.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Support Agreement, GE may be deemed to be the
beneficial owner of 1,333,625 shares of Harmon Common Stock. Those shares of
Harmon Common Stock constitute approximately 12% of the issued and outstanding
shares of Harmon Common Stock based on the number of shares of Harmon Common
Stock outstanding as of July 14, 2000. GE may be deemed to have shared power to
vote the Shares with respect to those matters described above. However, GE (i)
is not entitled to any rights as a stockholder of Harmon as to the Shares and
(ii) disclaims any beneficial ownership of the shares of Harmon Common Stock
which are covered by the Support Agreement. GE does not have the power to
dispose of the Shares.
In addition, GE may be deemed to be the beneficial owner of 19.9% of the
issued and outstanding Common Stock of Harmon pursuant to the Stock Option
Agreement.
(c) To the knowledge of GE, no transactions in the class of securities
reported have been effected during the past sixty days by any person named
pursuant to Item 2.
(d) To the knowledge of GE, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities of Harmon.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto, including the
Support Agreement and the Stock Option Agreement, to the knowledge of GE, there
are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 and between such persons and any person with respect to
any securities of Harmon, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangement,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement and Plan of Merger, dated as of July 16, 2000, by and among
GE, Acquiror and Harmon.
B. Support Agreement, dated as of July 16, 2000, among GE, certain Harmon
stockholders who are directors and executive officers of Harmon and members of
the Harmon family.
C. Stock Option Agreement, dated as of July 16, 2000, between GE and
Harmon.
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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: July 26, 2000
GENERAL ELECTRIC COMPANY
By: /s/ Robert Healing
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Name: Robert Healing
Title: Corporate Counsel
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DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTIC COMPANY
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
General Electric Company. Except as indicated below, the business address of
each such person is General Electric Company, 3135 Easton Turnpike, Fairfield
Connecticut 06431-0001.
SCHEDULE I
GENERAL ELECTRIC COMPANY
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<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,
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
---- ---------------- --------------------
<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>
Citizenship
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P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<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
F.S. Blake General Electric Company Senior Vice President - Corporate
3135 Easton Turnpike Business Development
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,
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>
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
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 -
1 River Road GE Power Systems
Schenectady, NY 12345
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
-------------------------------------
U.S.A.
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EXHIBIT INDEX
A. Merger Agreement, dated as of July 16, 2000, among GE, Four Points
Acquisitions, Inc. and Harmon.
B. Support Agreement, dated as of July 16, 2000, between GE and certain
Harmon stockholders who are executive officers and directors of Harmon and
members of the Harmon family.
C. Stock Option Agreement, dated as of July 16, 2000, between GE and Harmon.
