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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
--------------------------------------------
Patricia A. Hoffman
GEC Incorporated
c/o NI Holdings Incorporated
5700 West Touhy Avenue
Niles, IL 60714
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of the Bidders)
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With a 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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<PAGE>
This statement amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission on
April 27, 1998 (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 Exhibit
(a)(1) to the Schedule 14D-1 and Exhibit (a)(2) hereto, respectively.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and 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 1, 1998, a notice to stockholders of the Company, a copy
of which is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference, was issued relating to a replacement Letter of
Transmittal, a copy of which is attached hereto as Exhibit (a)(2) and
is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to replace Exhibit
(a)(2) to the Schedule 14D-1 with Exhibit (a)(2) attached hereto and to add
a new Exhibit as follows:
(a)(9) Text of notice issued by the Purchaser.
<PAGE>
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 1, 1998
GEC ACQUISITION CORP.
By:/s/ John Currier
---------------------------
Name: John Currier
Title: Secretary and Vice
President
GEC INCORPORATED
By:/s/ Michael Lester
----------------------------
Name: Michael Lester
Title: Director
THE GENERAL ELECTRIC COMPANY,
P.L.C.
By:/s/ Norman Porter
------------------------------
Name: Norman Porter
Title: Secretary
<PAGE>
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.
*(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.
- --------------------
*Previously filed.
Letter of Transmittal
To Tender Shares of Common Stock
(including the associated Series A Junior Participating Stock Purchase Rights)
of
Tracor, Inc.
Pursuant to the Offer to Purchase Dated April 27, 1998
by
GEC Acquisition Corp.
A Wholly Owned Subsidiary of
GEC Incorporated
A Wholly Owned Subsidiary of
The General Electric Company, p.l.c.
(Not affiliated with the U.S. based corporation with a similar name)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MAY 22, 1998, UNLESS THE OFFER IS EXTENDED.
The Depositary:
The Bank of New York
By Mail:
Tender & Exchange Department
P.O. Box 11248
Church Street Station
New York, New York 10286-1248
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 815-6217
Confirm by Telephone:
1-800-507-9357
By Hand or Overnight Courier:
Tender & Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank, Share(s) Tendered
exactly as name(s) appear(s) (Attach additional list
on Share Certificate(s)) if necessary)
- ----------------------------------------------------------------------------
Total Number
of Shares
Share Represented Number
Certificate by Share of Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
- -----------------------------------------------------------------------------
Total Shares
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be used either if certificates for
Shares (as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase (as defined below)) is
utilized, if delivery of Shares is to be made by book-entry transfer to an
account maintained by the Depositary at a Book-Entry Transfer Facility (as
defined in and pursuant to the procedures set forth in Section 2 of the
Offer to Purchase). Stockholders who deliver Shares by book-entry transfer
are referred to herein as "Book-Entry Stockholders" and other stockholders
are referred to herein as "Certificate Stockholders". Stockholders whose
certificates for Shares are not immediately available or who cannot deliver
either the certificates for, or a Book-Entry Confirmation (as defined in
the Offer to Purchase) with respect to, their Shares and all other
documents required hereby to the Depositary prior to the Expiration Date
(as defined in the Offer to Purchase) must tender their Shares in
accordance with the guaranteed delivery procedures set forth in Section 2
of the Offer to Purchase. See Instruction 2. Delivery of documents to a
Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY
PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY
BOOK-ENTRY TRANSFER):
Name of Tendering Institution
Account Number
Transaction Code Number
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
If delivered by book-entry transfer check box:
[ ] The Depository Trust Company
Account Number
Transaction Code Number
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to GEC Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of GEC
Incorporated, a Delaware corporation, which is a wholly owned subsidiary of
The General Electric Company, p.l.c., a public limited company organized
under the laws of England and Wales, the above-described 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, upon the terms and subject
to the conditions set forth in the Purchaser's Offer to Purchase dated
April 27, 1998 (the "Offer to Purchase"), and this Letter of Transmittal
(which, together with any amendments or supplements thereto or hereto,
collectively constitute the "Offer"), receipt of which is hereby
acknowledged. Unless the context otherwise requires, all references herein
to Shares shall include the Rights.
Upon the terms of the Offer, subject to, and effective upon,
acceptance for payment of, and payment for, the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all the Shares that are being tendered hereby
(and any and all other Shares or other securities or rights issued or
issuable in respect thereof on or after April 21, 1998), and irrevocably
constitutes and appoints The Bank of New York (the "Depositary"), the true
and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to the full extent of the undersigned's
rights with respect to such Shares (and any such other Shares or securities
or rights), (a) to deliver certificates for such Shares (and any such other
Shares or securities or rights) or transfer ownership of such Shares (and
any such other Shares or securities or rights) on the account books
maintained by a Book-Entry Transfer Facility together, in any such case,
with all accompanying evidences of transfer and authenticity to, or upon
the order of, the Purchaser, (b) to present such Shares (and any such other
Shares or securities or rights) for transfer on the Company's books and (c)
to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any such other Shares or securities or
rights), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the
tendered Shares (and any and all other Shares or other securities or rights
issued or issuable in respect of such Shares on or after April 21, 1998)
and, when the same are accepted for payment by the Purchaser, the Purchaser
will acquire good title thereto, free and clear of all liens, restrictions,
claims and encumbrances, and the same will not be subject to any adverse
claim. The undersigned will, upon request, execute any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the tendered Shares (and any
and all such other Shares or securities or rights).
All authority conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned hereby irrevocably appoints Mark Ronald and John
Currier, and each of them, and any other designees of the Purchaser, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual, special or adjourned meeting of the
Company's stockholders or otherwise in such manner as each such
attorney-in-fact and proxy or his or her substitute shall in his or her
sole discretion deem proper with respect to, to execute any written consent
concerning any matter as each such attorney-in-fact and proxy or his or her
substitute shall in his or her sole discretion deem proper with respect to,
and to otherwise
<PAGE>
act as each such attorney-in-fact and proxy or his or her substitute shall
in his or her sole discretion deem proper with respect to, the Shares
tendered hereby that have been accepted for payment by the Purchaser prior
to the time any such action is taken and with respect to which the
undersigned is entitled to vote (and any and all other Shares or other
securities or rights issued or issuable in respect of such Shares on or
after April 21, 1998). This appointment is effective when, and only to the
extent that, the Purchaser accepts for payment such Shares as provided in
the Offer to Purchase. This power of attorney and proxy are irrevocable and
are granted in consideration of the acceptance for payment of such Shares
in accordance with the terms of the Offer. Upon such acceptance for
payment, all prior powers of attorney, proxies and consents given by the
undersigned with respect to such Shares (and any such other Shares or
securities or rights) will, without further action, be revoked and no
subsequent powers of attorney, proxies, consents or revocations may be
given (and, if given, will not be deemed effective) by the undersigned.
The undersigned understands that the valid tender of Shares pursuant
to any of the procedures described in Section 2 of the Offer to Purchase
and in the Instructions hereto will constitute a binding agreement between
the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated herein under "Special Payment
Instructions", please issue the check for the purchase price and/or return
any certificates for Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered". Similarly, unless otherwise indicated under "Special Delivery
Instructions", please mail the check for the purchase price and/or return
any certificates for Shares not tendered or accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered". In
the event that both "Special Delivery Instructions" and "Special Payment
Instructions" are completed, please issue the check for the purchase price
and/or return any certificates for Shares not tendered or accepted for
payment (and any accompanying documents, as appropriate) in the name of,
and deliver such check and/or return such certificates (and any
accompanying documents, as appropriate) to, the person or persons so
indicated. Please credit any Shares tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes
that the Purchaser has no obligation pursuant to "Special Payment
Instructions" to transfer any Shares from the name of the registered holder
thereof if the Purchaser does not accept for payment any of the Shares so
tendered.
<PAGE>
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.
Number, class and series of Shares represented by the lost or destroyed
certificates:
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6, and 7) (See Instructions 5, 6 and 7)
To be completed ONLY if certificates To be completed ONLY if
for Shares not tendered or not accepted certificates for Shares not
for payment and/or the check for the tendered or not accepted for
purchase price of Shares accepted for payment and/or the check for
payment are to be issued in the name of the purchase price of Shares
someone other than the undersigned. accepted for payment are to be
sent to someone other than the
undersigned, or to the
undersigned at an address
other than that above.
Issue [ ] Check Mail [ ] Check
[ ] Certificate(s) to: [ ] Certificate(s) to:
Name----------------------------- Name--------------------------
(Please Print) (Please Print)
Address-------------------------- Address-----------------------
- --------------------------------- ------------------------------
(Include Zip Code) (Include Zip Code)
- --------------------------------- ------------------------------
(Employer Identification or (Employer Identification or
Social Security Number) Social Security Number)
<PAGE>
SIGN HERE
(Also Complete Substitute Form W-9 Below)
------------------------------------------------------
------------------------------------------------------
(Signature(s) of Stockholder(s))
Dated: ------------------- 1998
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s) -------------------------------------------------------
-------------------------------------------------------
(Please Print)
Capacity (Full title)------------------------------------------
Address--------------------------------------------------------
--------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone No.----------------------------
Employer Identification or
Social Security Number-----------------------------------------
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
Authorized Signature-------------------------------------------
Name-----------------------------------------------------------
(Please Print)
Name of Firm---------------------------------------------------
Address--------------------------------------------------------
--------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone No.----------------------------
Dated:----------------------------------------------------, 1998
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes
any participant in the Book-Entry Transfer Facilities' systems whose name
appears on a security position listing as the owner of the Shares) of
Shares tendered herewith, unless such registered holder(s) has completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or (b) if
such Shares are tendered for the account of a firm that is a participant in
the Security Transfer Agents Medallion Program or the New York Stock
Exchange Guarantee Program or the Stock Exchange Medallion Program or by
any other "eligible guarantor institution", as such term is defined in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (each an
"Eligible Institution"). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be
completed by stockholders either if certificates are to be forwarded
herewith or, unless an Agent's Message (as defined below) is utilized, if
delivery of Shares is to be made pursuant to the procedures for book-entry
transfer set forth in Section 2 of the Offer to Purchase. For a stockholder
validly to tender Shares pursuant to the Offer, either (a) a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
together with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents,
must be received by the Depositary at one of its addresses set forth herein
prior to the Expiration Date (as defined in the Offer to Purchase) and
either certificates for tendered Shares must be received by the Depositary
at one of such addresses or Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein (and a Book-Entry
Confirmation (as defined in the Offer to Purchase) received by the
Depositary), in each case prior to the Expiration Date, or (b) the
tendering stockholder must comply with the guaranteed delivery procedures
set forth below and in Section 2 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary or complete the procedures for book-entry
transfer prior to the Expiration Date may tender their Shares by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to
the guaranteed delivery procedures set forth in Section 2 of the Offer to
Purchase. Pursuant to such procedures, (a) such tender must be made by or
through an Eligible Institution, (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Purchaser, must be received by the Depositary prior to the Expiration Date
and (c) the certificates for all tendered Shares in proper form for
transfer (or a Book-Entry Confirmation with respect to all such Shares),
together with a Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in
the case of a book-entry transfer, an Agent's Message, and any other
required documents, must be received by the Depositary within three trading
days after the date of execution of such Notice of Guaranteed Delivery as
provided in Section 2 of the Offer to Purchase. A "trading day" is any day
on which the Nasdaq National Market operated by the National Association of
Securities Dealers, Inc. is open for business.
"Agent's Message" means a message transmitted by a Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in
such Book-Entry Transfer Facility tendering the Shares that such
participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that the Purchaser may enforce such agreement against
such participant.
The method of delivery of Shares, this Letter of Transmittal and all
other required documents, including delivery through any Book-Entry
Transfer Facility, is at the election and risk of the tendering
stockholder. Shares will be deemed delivered only when actually received by
the Depositary (including, in the case of a book-entry transfer, by
Book-Entry Confirmation). If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and
no fractional Shares will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or a facsimile hereof), waive any
right to receive any notice of the acceptance of their Shares for payment.
<PAGE>
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a
separate schedule attached hereto.
4. Partial Tenders (Applicable to Certificate Stockholders Only). If
fewer than all the Shares evidenced by any certificate submitted are to be
tendered, fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered". In any such case, new certificate(s)
for the remainder of the Shares that were evidenced by the old
certificate(s) will be sent to the registered holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the acceptance for payment of, and payment for, the
Shares tendered herewith. All Shares represented by certificates delivered
to the Depositary will be deemed to have been tendered unless otherwise
indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder of the
Shares tendered hereby, the signature must correspond with the name as
written on the face of the certificate(s) without any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing,
and proper evidence satisfactory to the Purchaser of their authority so to
act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s)
of the Shares listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment is to be
made to, or certificates for Shares not tendered or accepted for payment
are to be issued to, a person other than the registered owner(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on
the certificates. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as provided below, the Purchaser will
pay any stock transfer taxes with respect to the transfer and sale of
Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price is to be made to, or if certificates for Shares not
tendered or accepted for payment are to be registered in the name of, any
person(s) other than the registered owner(s), or if tendered certificates
are registered in the name(s) of any person(s) other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered owner(s) or such person(s)) payable on
account of the transfer to such person(s) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter
of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be
issued in the name of, and/or certificates for Shares not accepted for
payment are to be returned to, a person other than the signer of this
Letter of Transmittal or if a check is to be sent and/or such certificates
are to be returned to a person other than the signer of this Letter of
Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal must be completed.
<PAGE>
8. Waiver of Conditions. The Purchaser reserves the absolute right
(subject to the provisions of the Merger Agreement) in its reasonable
discretion to waive any of the specified conditions of the Offer, in whole
or in part in the case of any Shares tendered.
9. 31% Backup Withholding. In order to avoid backup withholding of
Federal income tax on payments of cash pursuant to the Offer, a stockholder
tendering Shares in the Offer must, unless an exemption applies, provide
the Depositary with such stockholder's correct taxpayer identification
number (i.e., social security number or employer identification number)
("TIN") on Substitute Form W-9 below in this Letter of Transmittal and
certify under penalties of perjury that such TIN is correct and that such
stockholder is not subject to backup withholding. If a stockholder does not
provide such stockholder's correct TIN or fails to provide the
certifications described above, the Internal Revenue Service (the "IRS")
may impose a $50 penalty on such stockholder and payment of cash to such
stockholder pursuant to the Offer may be subject to backup withholding of
31%.
Backup withholding is not an additional income tax. Rather, the amount
of the backup withholding may be credited against the Federal income tax
liability of the person subject to the backup withholding, provided that
the required information is given to the IRS. If backup withholding results
in an overpayment of tax, a refund may be obtained by the stockholder upon
filing an income tax return.
The stockholder is required to give the Depositary the T1N of the
record holder of the Shares. If the Shares are held in more than one name
or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.
The box in Part 3 of Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future. If the box in Part 3 is
checked, the stockholder or other payee must also complete the Certificate
of Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% on all payments made prior to the time a
properly certified TIN is provided to the Depositary. However, such amounts
will be refunded to such stockholder if a TIN is provided to the Depositary
within 60 days.
Certain stockholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup
withholding. Noncorporate foreign stockholders must complete and sign a
Form W-8, Certificate of Foreign Status, a copy of which may be obtained
from the Depositary, in order to avoid backup withholding. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
10. Requests for Assistance or Additional Copies. Questions and
requests for assistance or additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9
may be directed to the Information Agent or the Dealer Manager at their
respective addresses set forth below.
11. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the stockholder
should promptly notify the Depositary by checking the box immediately
preceding the special payment/special delivery instructions and indicating
the number of Shares so lost, destroyed or stolen. The stockholder will
then be instructed by the Depositary as to the steps that must be taken in
order to replace the certificate. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost,
destroyed or stolen certificates have been followed.
<PAGE>
IMPORTANT: This Letter of Transmittal (or a facsimile thereof),
together with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents,
must be received by the Depositary prior to the Expiration Date and either
certificates for tendered Shares must be received by the Depositary or
Shares must be delivered pursuant to the procedures for book-entry
transfer, in each case prior to the Expiration Date, or the tendering
stockholder must comply with the procedures for guaranteed delivery.
PAYER'S NAME: The Bank of New York
Part 1-PLEASE PROVIDE YOUR Social Security
TIN IN THE BOX AT RIGHT AND number(s) or Employer
CERTIFY BY SIGNING AND identification number(s)
DATING BELOW.
SUBSTITUTE Part 2--Certification--Under penalty of perjury, I
certify that: (1) the number shown on this form is my
Form W-9 correct Taxpayer Identification Number (or I am
Department of waiting for a number to be issued to me) and (2) I am
the Treasury not subject to backup withholding because (a) I am
Internal Revenue exempt from backup withholding or (b) I have not been
Service notified by the Internal Revenue Service ("IRS") that
I am subject to backup withholding as a result of a
failure to report all interest or dividends or (c) the
IRS has notified me that I am no longer subject to
backup withholding.
Payer's Request Certification instructions-- You must cross
for Taxpayer out item (2) in Part 2 above if you have Part 3 __
Identification been notified by the IRS that you are Awaiting
Number (TIN) subject to backup withholding because of TIN [ ]
underreporting interest or dividends on your
tax returns. However, if after being
notified by the IRS that you were subject to
backup withholding you received another
notification from the IRS stating that you Part 4 __
are no longer subject to backup withholding, Exempt
do not cross out such item (2). If you are
exempt from backup withholding, check the TIN [ ]
box in Part 4 above.
SIGNATURE------------- DATE-----------------
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that, if I do not provide a taxpayer
identification number to the Depositary, 31% of all reportable payments
made to me will be withheld, but will be refunded if I provide a certified
taxpayer identification number within 60 days.
- ---------------------------------- ---------------------, 1998
Signature Date
NOTE:FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 WILL RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
INFORMATION.
The Information Agent for the Offer is:
LOGO
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
(212) 761-4750
To the Holders of Shares of
Tracor, Inc.:
In connection with the mailing of the Offer to Purchase dated April
27, 1998 (the "Offer to Purchase") relating to GEC Acquisition Corp.'s
offer to purchase all outstanding shares of Common Stock, par value $.01
per share (the "Shares"), of Tracor, Inc. (including the associated Series
A Junior Participating Preferred Stock Purchase Rights), at $40.00 per
Share (including the associated Right), net to the seller in cash, you
received a Letter of Transmittal (on blue paper). Such Letter of
Transmittal inadvertently did not include a signature page. Enclosed is a
new Letter of Transmittal (on pink paper) that includes a signature page.
Please discard the blue Letter of Transmittal and use the pink Letter of
Transmittal in connection with any tender of Shares pursuant to the Offer
(as defined in the Offer to Purchase). The Offer will expire at 12:00
Midnight, New York City time, on Friday, May 22, 1998, unless the Offer is
extended pursuant to the procedures set forth in Section 1 of the Offer to
Purchase.
GEC Acquisition Corp.
