Filed by Harmon Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Harmon Industries, Inc.
Commission File No.: 0-7916
Harmon Industries, Inc. has entered into an Agreement and Plan of Merger,
dated as of July 16, 2000, with General Electric Company pursuant to which a
subsidiary of GE will commence an offer to exchange $30 of GE common stock
(based on the weighted average trading price of GE common stock during a
designated period prior to the closing of the offer) for each Harmon share
tendered in the offer.
The offer is subject to, among other things, the tender of at least
two-thirds of the Harmon shares, determined on a fully diluted basis. Following
the completion of the offer, a subsidiary of GE will be merged with Harmon and
each remaining Harmon share will be converted into the same number of GE shares
as is paid in the offer.
Attached are copies of the merger agreement and certain related documents,
including a press release announcing the transaction. The foregoing description
is qualified by reference to such documents.
We urge the Harmon shareholders to read the Registration Statement on Form
S-4, Schedule TO and the preliminary prospectus, supplements, final prospectus
and other exchange offer documents, which will be filed by GE with the
Securities and Exchange Commission and the related Solicitation/Recommendation
Statement on Schedule 14D-9 which will be filed by Harmon with the SEC. These
documents will contain important information which should be read carefully
before any decision is made with respect to the offer. When documents are filed
with the SEC, they will be available at no charge at the SEC's website at
www.sec.gov. Documents will also be available at no charge from Bjorn E. Olsson
or Stephen L. Schmitz, [email protected], both of Harmon Industries,
816-229-3345 and from Susan K. Breon of GE Transportation Systems, 814-875-3457,
e-mail, [email protected].
This document contains forward looking statements, which are subject to
risks and uncertainties, including that the offer and the merger may not be
consummated and the other risks set forth in the Annual Report on Form 10-K of
Harmon Industries, Inc. for the year ended December 31, 1999.
Exhibits:
99.1 Joint press release, issued July 17, 2000, by General Electric Company
and Harmon Industries, Inc.
99.2 Agreement and Plan of Merger, dated as of July 16, 2000,
among General Electric Company, Four Points Acquisition,
Inc. and Harmon Industries, Inc.
99.3 Stock Option Agreement, dated as of July 16, 2000, between General
Electric Company and Harmon Industries, Inc.
<PAGE>
99.4 Support Agreement, dated as of July 16, 2000, among General Electric
Company and certain stockholders of Harmon Industries, Inc.
