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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. 5)
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 Amendment Nos. 1-4 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 June 18, 1998, GEC, p.l.c. issued a press release, a copy of
which is attached hereto as Exhibit (a)(12) 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)(12) Text of Press Release dated June 18, 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: June 18, 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.
*(a)(11) Text of Press Release dated June 11, 1998,
issued by GEC, p.l.c.
(a)(12) Text of Press Release dated June 18, 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.
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Exhibit
Number Exhibit Name Page No.
(e) Not applicable.
(f) None.
*(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)(12)
GEC Announces Completion of Tracor Tender Offer
The General Electric Company, p.l.c. announced today that its
wholly-owned subsidiary, GEC Acquisition Corp., has completed its tender
offer to purchase all of the outstanding shares of common stock of Tracor
(Nasdaq-TTRR) at $40 per share. The tender offer expired at 12:00 midnight,
New York City time, on Wednesday 17th June, 1998.
As of the expiration of the tender offer over 90% of the
outstanding shares of Tracor's common stock had been tendered and accepted
for payment. GEC anticipates the prompt consummation of a merger of GEC
Acquisition Corp. with and into Tracor whereby Tracor will become a
wholly-owned subsidiary of GEC.
The General Electric Company, p.l.c. is not affiliated with the
similarly named company which is based in the United States.
