SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant To Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
________________
BEST POWER TECHNOLOGY, INCORPORATED
(Name of Subject Company)
________________
GENERAL SIGNAL CORPORATION
G.S. NEWCO, INC.
(Bidder)
________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
________________
086548104
(CUSIP Number of Class of Securities)
________________
Edgar J. Smith, Jr., Esq.
Senior Vice President, General Counsel & Secretary
General Signal Corporation
One High Ridge Park
P.O. Box 10010
Stamford, Connecticut 06904
(203) 329-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
________________
Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
<PAGE>
This Amendment No. 2 amends and supplements the
Tender Offer Statement on Schedule 14D-1 and Schedule 13D
originally filed with the Securities and Exchange Commission on
May 16, 1995, as amended by Amendment No. 1 filed with the
Commission on May 24, 1995 (the "Schedule 14D-1"), by G.S.
Newco, Inc., a Delaware corporation (the "Purchaser") and a
wholly owned Subsidiary of General Signal Corporation, a New
York corporation ("Parent"), relating to the offer by the
Purchaser to purchase all of the outstanding shares of common
stock, par value $.01 per share (the "Shares") of Best Power
Technology, Incorporated, a Delaware corporation, at a purchase
price of $21.00 per share, net to the Seller in cash, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated May 16, 1995, and the related Letter of
Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Unless the
context otherwise requires, capitalized terms not otherwise
defined herein have the meaning ascribed to them in the
Schedule 14D-1 and the Offer to Purchase.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY
(a) and (b) Reference is hereby made to the
information set forth in the Waiver to the Letter Agreements
dated as of May 25, 1995, among Parent, the Purchaser,
Marguerite M. Paul and Steve J. Paul, which is incorporated
herein by reference.
ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
(a) and (b) Reference is hereby made to the
information set forth in the Waiver to the Letter Agreements
dated as of May 25, 1995, among Parent, the Purchaser,
Marguerite M. Paul and Steve J. Paul, which is incorporated
herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S
SECURITIES
Reference is hereby made to the information set forth
in the Waiver to the Letter Agreements dated as of May 25,
1995, among Parent, the Purchaser, Marguerite M. Paul and Steve
J. Paul, which is incorporated herein by reference.
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(c)(8) Waiver to the Letter Agreements dated as of
May 25, 1995, among Parent, the Purchaser, Marguerite M. Paul
and Steven J. Paul.
<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.
G.S. NEWCO, INC.
By:/s/ Edgar J. Smith, Jr.
--------------------------
Name: Edgar J. Smith, Jr.
Title: Vice President and
Secretary
GENERAL SIGNAL CORPORATION
By:/s/ Edgar J. Smith, Jr.
--------------------------
Name: Edgar J. Smith, Jr.
Title: Vice President,
General Counsel and
Secretary
Dated: May 30, 1995
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
(c)(8) -- Waiver to the Letter
Agreements dated as of
May 25, 1995, among Parent,
the Purchaser, Marguerite M.
Paul and Steve J. Paul.
WAIVER
Reference is made to the Letter Agreement dated as of
May 10, 1995 among General Signal Corporation ("Parent"), G.S.
Newco, Inc. (the "Purchaser") and Marguerite M. Paul (the
"M. Paul Agreement") and to the Letter Agreement dated as of
May 10, 1995 among Parent, the Purchaser and Steve J. Paul (the
"S. Paul Agreement"; and, together with the M. Paul Agreement,
the "Letter Agreements"). Capitalized terms not defined herein
shall have the meanings assigned to such terms in the Letter
Agreements.
Parent agrees to waive the second sentence of
paragraph c. of the Letter Agreements (which provides for the
tender of all Shares no later than May 26, 1995) with respect
to 100,000 of such Shares (the "M. Paul Shares"), in the case
of the M. Paul Agreement, and 100,000 of such Shares (the "S.
Paul Shares"), in the case of the S. Paul Agreement; provided,
that Marguerite M. Paul and Steve J. Paul agree to tender
pursuant to the Offer the M. Paul Shares and the S. Paul
Shares, respectively, no later than 10:00 a.m., New York City
time, on Tuesday, June 13, 1995.
IN WITNESS WHEREOF, the undersigned have executed, or
have caused their respective duly authorized officers, as the
case may be, to execute, this Waiver as of the 25th day of May,
1995.
GENERAL SIGNAL CORPORATION
By: /s/ Philip A. Goodrich
-----------------------------
Name: Philip A. Goodrich
Title: Vice President
- Corporate
Development
G.S. NEWCO INC.
By: /s/ Edgar J. Smith, Jr.
-----------------------------
Name: Edgar J. Smith
Title: Vice President
and Secretary
Agreed to:
/s/ Marguerite M. Paul
- --------------------------
Marguerite M. Paul
/s/ Steve J. Paul
- --------------------------
Steve J. Paul
