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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 1997
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Greenwich Air Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22706 58-1758941
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
P.O. Box 522187, Miami, Florida 33152
4590 NW 36th Street, Miami, Florida 33122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 526-7000
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______________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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CURRENT REPORT ON FORM 8-K
GREENWICH AIR SERVICES, INC.
August 18, 1997
Item 5. OTHER EVENTS.
DEPARTMENT OF JUSTICE COMPLETES REVIEW OF INFORMATION
CONCERNING MERGER OF GE, GREENWICH AND UNC.
On August 18, 1997 the Antitrust Division of the United States Department
of Justice completed its review of information supplied to it in connection with
the proposed merger (the "Merger") of Greenwich Air Services, Inc. ("Greenwich")
with and into a wholly-owned subsidiary of General Electric Company ("GE"), and
advised the parties to the Merger that they may consider the waiting period
applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "HSR Act") as having expired on such date. The expiration of the
applicable waiting period under the HSR Act on August 18th satisfied one of the
last remaining conditions to each party's obligation to consummate the Merger.
As a result, the parties to the Merger may now proceed to consummate the
Merger. Certain dates that are relevant to the Merger are listed below. All
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement and Plan of Merger, dated March 9, 1997 (the "Merger
Agreement"), among GE, Greenwich and GB Merger Corp.
(i) FRIDAY, AUGUST 15, 1997 THROUGH AND INCLUDING THURSDAY, AUGUST 28,
1997: The Valuation Period for determining the Average GE Share Price. Under
the terms of the Merger Agreement, the number of shares of GE Common Stock to be
received by stockholders of Greenwich (to the extent Greenwich stockholders do
not elect to receive cash instead) will be determined by dividing $31.00 by the
Average GE Share Price. The Average GE Share Price is the average of the last
sale price per share of GE Common Stock for the trading days during the
Valuation Period.
(ii) 5:00 P.M., EASTERN STANDARD TIME, FRIDAY, AUGUST 29, 1997: The
Election Deadline prior to which Greenwich stockholders may elect to receive
cash (subject to limitations and possible pro ration pursuant to the terms and
conditions of the Merger Agreement) in lieu of GE Common Stock in exchange for
their shares of Greenwich Common Stock. Any holder of record of Greenwich
Common Stock who does not properly make a Cash Election prior to the Election
Deadline will receive Stock Consideration in exchange for his or her shares of
Greenwich Common Stock.
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(iii) TUESDAY, SEPTEMBER 2, 1997: The anticipated Closing Date of the
Merger.
The information set forth above is qualified in its entirety by reference
to (i) the Merger Agreement, incorporated herein by reference as EXHIBIT 2.1,
(ii) the Proxy Statement/Prospectus, dated July 8, 1997, used in connection with
the Special Meeting of Stockholders of Greenwich held on August 11, 1997,
incorporated herein by reference as EXHIBIT 20.1, and (iii) the press release
issued by Greenwich on August 20, 1997, a copy of which is attached hereto as
EXHIBIT 99.1.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
2.1. Agreement and Plan of Merger, dated March 9, 1997, by
and among GE, Greenwich and GB Merger Corp. (1)
20.1. Proxy Statement/Prospectus, dated July 8, 1997. (2)
*99.1. Press Release issued by Greenwich on August 20, 1997.
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* Filed herewith.
(1) Incorporated herein by reference. Filed with the Securities and Exchange
Commission on March 17, 1997 as an exhibit to Greenwich's Current Report on Form
8-K, dated March 9, 1997.
(2) Incorporated herein by reference. Filed with the Securities and Exchange
Commission on July 8, 1997 as part of the Registration Statement on Form S-4 of
General Electric Company (Registration No. 333-30845).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREENWICH AIR SERVICES, INC.
Date: August 21, 1997 By: /s/ Robert J. Vanaria
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Robert J. Vanaria
Senior Vice President
of Administration and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1. Agreement and Plan of Merger, dated March 9, 1997, by and
among GE, Greenwich and GB Merger Corp. (1)
20.1. Proxy Statement/Prospectus, dated July 8, 1997. (2)
*99.1. Press Release issued by Greenwich on August 20, 1997.
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* Filed herewith.
(1) Incorporated herein by reference. Filed with the Securities and Exchange
Commission on March 17, 1997 as an exhibit to Greenwich's Current Report on Form
8-K, dated March 9, 1997.
(2) Incorporated herein by reference. Filed with the Securities and Exchange
Commission on July 8, 1997 as part of the Registration Statement on Form S-4 of
General Electric Company (Registration No. 333-30845).
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Exhibit 99.1
NEWS FROM . . .
[GREENWICH LOGO]
GENERAL ELECTRIC COMPANY'S ACQUISITION OF GREENWICH AIR SERVICES CLEARED BY
DEPARTMENT OF JUSTICE; TRANSACTION DATES ANNOUNCED
Miami, Florida -- August 20, 1997 -- Greenwich Air Services, Inc. (Nasdaq: GASIA
and GASIB) today announced that the Department of Justice has cleared General
Electric Company's previously announced acquisition of Greenwich.
The following are pertinent dates for completion of the transaction, which is
anticipated to close on September 2nd:
Friday, August 15 -- Thursday, August 28: Valuation period for determining the
"Average GE Share Price," as defined in the Merger Agreement, for calculating
the estimated number of shares of GE Common Stock that will be issued in
exchange for Greenwich Common Stock;
Friday, August 29 at 5:00 p.m., Eastern Daylight Time -- Expiration date for
election to receive cash in lieu of GE Common Stock on the terms and conditions
of the Merger Agreement;
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Tuesday, September 2 -- Close of transaction.
For a complete explanation of cash election rights and stock valuation,
stockholders are advised to refer to the Proxy Statement/Prospectus, including
the Merger Agreement, among Greenwich, General Electric, and General Electric's
merger subsidiary, mailed in conjunction with the Special Meeting of
Stockholders of Greenwich held on August 11, 1997.
For further information concerning the estimated number of shares of GE Common
Stock that will be issued in exchange for Greenwich Common Stock, stockholders
should call toll-free, (888) 216-9369.
Greenwich Air Services, based in Miami, Florida, is a diversified, independent
jet engine maintenance and overhaul company with nine locations, principally in
the United States and Scotland. Greenwich primarily services large commercial
aircraft engines, as well as marine and industrial aeroderivative engines
produced by the world's leading manufacturers. Greenwich has approximately 3,000
employees.
GE Engine Services, Inc., a wholly-owned subsidiary of General Electric Company
based in Evendale, Ohio, is a provider of overhaul and repair of aircraft
engines, components, and accessories, with facilities in the United States,
Wales, Brazil, and Singapore. With approximately 6,200 employees worldwide, GE
Engine Services in 1996 had revenues of approximately $2.3 billion.
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FOR MORE INFORMATION, CONTACT:
Greenwich Air Services, Inc.
Eugene P. Conese, Jr., President & COO (305) 526-7095
Robert J. Vanaria, CFO (305) 870-8090
Sara L. Wilkins, Director of I.R. (305) 870-7910 or
(800) 736-0800, ext. 7910
** Please visit Greenwich's Web site at www.businesswire.com/cnn/gasia.htm.
** All of Greenwich's news releases may also be accessed free-of-charge through
Business Wire's News-On-Demand fax service. Please call (888) 329-5518
(toll-free) for a complete listing.
