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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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TRACOR, INC.
(NAME OF SUBJECT COMPANY)
TRACOR, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
892349200
(CUSIP NUMBER OF CLASS OF SECURITIES)
RUSSELL E. PAINTON
VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
TRACOR, INC.
6500 TRACOR LANE
AUSTIN, TEXAS 78725-2000
(512) 926-2800
FAX: (512) 929-2257
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
DARREL A. RICE, ESQ.
WINSTEAD SECHREST & MINICK P.C.
5400 RENAISSANCE TOWER
1201 ELM STREET
DALLAS, TEXAS 75270
(214) 745-5255
FAX: (214) 745-5390
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
of Tracor, Inc., a Delaware corporation (the "Company"), relating to the tender
offer being made by GEC Acquisition Corp., a Delaware corporation ("Purchaser")
and a wholly-owned subsidiary of GEC Incorporated, a Delaware corporation
("Parent"), a wholly-owned subsidiary of The General Electric Company, p.l.c., a
public limited company organized under the laws of England and Wales ("GEC,
p.l.c.") (not affiliated with the U.S. based corporation with a similar name) to
purchase all of the outstanding shares of common stock, $.01 par value of the
Company (the "Common Stock"), together with the associated preferred stock
purchase rights (the "Rights" and together with the Common Stock, the "Shares")
issued pursuant to the Rights Agreement dated as of February 17, 1997 between
the Company and Harris Trust and Savings Bank, as Rights Agent, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated April
27, 1998 and in the related Letters of Transmittal (which collectively
constitute the "Offer"). Terms used but not defined herein have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended to add the following to the Section entitled
"Background; Reasons for the Recommendation."
Each of the factors considered by the Board that is described herein fully
supports the recommendation of the Board that the stockholders accept the Offer
and tender their Shares pursuant to the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 8 Offer to Purchase dated April 27, 1998.
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SIGNATURES
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.
TRACOR, INC.
By: /s/ Russell E. Painton
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Russell E. Painton
Vice President, Secretary and General Counsel
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