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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. 2)
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 (the "Commission") on April 27, 1998, as amended by Amendment
No. 1 thereto filed with the Commission on May 1, 1998 (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 7. Contracts, Arrangements, Understandings or
Relationships with Respect to the Subject
Company's Securities
Item 7 of the Schedule 14D-1 is hereby amended and supplemented
by adding the following text thereto:
The parties to the Stockholder Agreement dated as of April 21,
1998 among the Purchaser, Parent and certain stockholders of the
Company are named on the signature page thereto and such Stockholder
Agreement is incorporated herein by reference.
Item 10. Additional Information
Item 10 (b) and (c) of the Schedule 14D-1 is hereby amended and
supplemented by adding the following text thereto:
GEC, p.l.c. filed a Notification and Report Form with respect to
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act") on April 27, 1998. The waiting period
under the HSR Act with respect to the Offer expired at 11:59 p.m., New
York City time, on May 12, 1998.
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The Purchaser and the Company made a filing under Section 721 of
the Defense Production Act of 1950, as amended, on May 11, 1998. The
time period for the Committee on Foreign Investment in the United
States ("CFIUS") to determine whether to undertake an investigation
will expire on June 10, 1998. In the event that CFIUS determines to
undertake an investigation, such investigation must be completed
within forty-five days after such determination. The President has
fifteen days following the presentation by CFIUS of its recommendation
to the President in which to suspend or prohibit the proposed
acquisition or seek other appropriate relief.
Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented so that the fifth sentence of the second paragraph of Section
8 "Certain Information Concerning the Company--Certain Company Projections"
of the Offer to Purchase incorporated therein by reference is hereby
amended and restated in its entirety as follows:
NONE OF THE PURCHASER, PARENT OR GEC, P.L.C. OR THEIR
RESPECTIVE FINANCIAL ADVISORS ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OF ANY OF THE PROJECTIONS.
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended and supplemented to add a new Exhibit
as follows:
(g) Certified extract from the resolutions of the Board of
Directors of Parent dated April 21, 1998.
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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 15, 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
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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.
*(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 (g)
GEC INCORPORATED
The undersigned, Patricia A. Hoffman, the Secretary of GEC
Incorporated, a Delaware corporation (the "Corporation"), does hereby
certify that the following is a true and correct extract from the
resolutions adopted by unanimous written consent of the Board of Directors
of the Corporation dated April 21, 1998 relating to actions of the officers
and directors of the Corporation to bring about the acquisition (the
"Acquisition") of all the outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Tracor, Inc. by GEC Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Corporation
("Sub"), including without limitation, actions to permit Sub to make a
tender offer (the "Offer") for all the outstanding Shares at a price per
share of $40.00:
RESOLVED that, in connection with the Acquisition and the other
transactions contemplated by these resolutions, the officers and
directors of the Corporation be, and they hereby are, authorized in
the name and on behalf of the Corporation . . . (b) to file (i) a
Statement on Schedule 14D-1 with respect to the Offer, including any
amendments and exhibits thereto, with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder . . .; and (c) to take any other
actions in the name and on behalf of the Corporation in connection
with the Acquisition and the other transactions contemplated by these
resolutions in accordance with the intent of the foregoing resolution.
IN WITNESS WHEREOF, the undersigned has executed this certificate
as of May 15, 1998.
GEC INCORPORATED
/s/ Patricia A. Hoffman
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Name: Patricia A. Hoffman
Title: Secretary
