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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
TRACOR, INC.
(Name of Subject Company)
GEC Acquisition Corp.
GEC Incorporated
The General Electric Company, p.l.c.
(not affiliated with the U.S. based corporation with a similar name)
(Bidders)
Common Stock, Par Value $.01 Per Share
(including the associated Series A Junior Participating
Preferred Stock Purchase Rights)
(Title of Class of Securities)
892349200
(CUSIP Number of Class of Securities)
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Patricia A. Hoffman
GEC Incorporated
c/o NI Holdings Incorporated
5700 West Touhy Avenue
Niles, IL 60714
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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This statement amends and supplements the Tender
Offer Statement on Schedule 14D-1 originally filed with the
Securities and Exchange Commission on April 27, 1998, as
amended by Amendments No. 1 and No. 2 thereto (as so amended,
the "Schedule 14D-1"), by GEC Acquisition Corp., a Delaware
corporation (the "Purchaser"), GEC Incorporated, a Delaware
corporation (the "Parent"), and The General Electric Company,
p.l.c., a public limited company organized under the laws of
England and Wales ("GEC, p.l.c."), relating to the offer by
the Purchaser to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of Tracor,
Inc., a Delaware corporation (the "Company"), including the
associated rights (the "Rights") to purchase Series A Junior
Participating Preferred Stock pursuant to the Rights
Agreement dated as of February 17, 1997 between the Company
and Harris Trust and Savings Bank, as Rights Agent, at a
price of $40.00 per Share (including the associated Right),
net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 27,
1998 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2), respectively, to the Schedule 14D-1.
Item 10. Additional Information
Item 10 of the Schedule 14D-1 is hereby amended and
supplemented by adding the following text thereto:
On May 22, 1998, GEC, p.l.c. issued a press
release, a copy of which is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended and supplemented to add a
new Exhibit as follows:
(a)(10) Text of Press Release dated May 22, 1998,
issued by GEC, p.l.c.
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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.
Dated: May 22, 1998
GEC ACQUISITION CORP.
By: /s/ John Currier
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Name: John Currier
Title: Secretary and Vice
President
GEC INCORPORATED
By: /s/ Michael Lester
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Name: Michael Lester
Title: Director
THE GENERAL ELECTRIC COMPANY,
P.L.C.
By: /s/ Norman Porter
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Name: Norman Porter
Title: Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit Name Page No.
*(a)(1) Offer to Purchase.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice Of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers,
Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9.
*(a)(7) Form of Summary Advertisement dated
April 27, 1998.
*(a)(8) Text of Press Release dated April 27, 1998, issued
by GEC, p.l.c.
*(a)(9) Text of notice issued by the Purchaser.
(a)(10) Text of Press Release dated May 22, 1998,
issued by GEC, p.l.c.
*(b) The Euro 6,000,000,000 Syndicated Credit Facility
dated March 25, 1998, among GEC, p.l.c., HSBC
Investment Bank PLC, as Agent, Marine Midland Bank,
as US Swingline Agent, and certain other
financial institutions.
*(c)(1) Agreement and Plan of Merger dated as of
April 21, 1998, among the Purchaser, Parent and the
Company.
*(c)(2) Stockholder Agreement dated as of April 21, 1998,
among the Purchaser, Parent and certain
stockholders of the Company.
*(c)(3) Confidentiality Agreement dated March 6,
1998, between GEC Marconi, N.A., Inc. and
the Company.
*(c)(4) Letter dated April 21, 1998, from GEC,
p.l.c. to the Company.
(d) None.
(e) Not applicable.
(f) None.
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Exhibit
Number Exhibit Name Page No.
*(g) Certified extract from the resolutions of
the Board of Directors of Parent dated
April 21, 1998.
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*Previously filed.
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EXHIBIT (a)(10)
22nd May, 1998
GEC extends closing date for Tracor tender offer to 17 June
The General Electric Company, p.l.c., today announced the
extension of the tender offer commenced on 27 April, 1998, by
its wholly owned subsidiary GEC Acquisition Corp., to
purchase all of the outstanding shares of common stock of
Tracor, Inc. (Nasdaq-TTRR) at $40 per share. The offer and
withdrawal rights will expire at 12:00 midnight, New York
City time, on Wednesday 17 June, 1998, unless the tender
offer is further extended. Approximately 7,325,000 Tracor
shares have been tendered and not withdrawn to date in
response to the tender offer.
The tender offer is subject to completion of a 30 day review
by the Committee on Foreign Investment in the United States
(CFIUS). The 30 day review commenced on 12 May, 1998, when
GEC and Tracor filed a Joint Voluntary Notice with CFIUS, and
is expected to expire on 10 June, 1998, unless extended.
GEC confirms the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 has expired and that this
condition to the offer has been satisfied.
The General Electric Company, p.l.c. is not affiliated with
the similarly named company which is based in the United
States.
