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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. 4)
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.
1-3 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 11, 1998, GEC, p.l.c. issued a press release, a copy
of which is attached hereto as Exhibit (a)(11) 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)(11) Text of Press Release dated June 11, 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 11, 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.
*(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)(11)
GEC ANNOUNCES COMPLETION OF EXON-FLORIO REVIEW
FOR TRACOR ACQUISITION
The General Electric Company, p.l.c. announced today that with regard to
its acquisition of Tracor, Inc. (Nasdaq - TTRR), the Committee on Foreign
Investment in the United States (CFIUS) has completed its review process,
pursuant to the Exon-Florio Act.
No other governmental or regulatory clearances remain as a condition to the
completion of the tender offer by GEC's wholly owned subsidiary, GEC
Acquisition Corp., for the purchase of all the outstanding shares of common
stock of Tracor at $40 per share. The offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, on Wednesday
17th June, 1998, unless further extended.
The General Electric Company, p.l.c. is not affiliated with the similarly
named company which is based in the United States.
