SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1 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. 1 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 (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 (the "Seller"), 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 10. ADDITIONAL INFORMATION
(b) and (c) Reference is hereby made to the press
release of Parent, dated May 24, 1995, which is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of press release issued by Parent on
May 24, 1995
<PAGE>
SIGNATURE
After due and reasonable 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 24, 1995
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
(a)(10) -- Text of press release issued
by Parent on May 24, 1995.
Exhibit (a)(10)
GENERAL SIGNAL NEWS
HIGH RIDGE PARK BOX 10010 STAMFORD, CT 06904
CONTACT:
Nino J. Fernandez
Vice President - Investor Relations
(203) 329-4100
FOR RELEASE:
May 24, 1995
FEDERAL TRADE COMMISSION CLEARS GENERAL SIGNAL'S
ACQUISITION OF BEST POWER TECHNOLOGY
STAMFORD, CT, May 24, -- General Signal Corporation (GSX:NYSE)
announced today that it has been advised by the U.S. Federal Trade Commission
that the Commission has completed its investigation of the company's proposed
acquisition of Best Power Technology, Incorporated, (BPTI: NASDAQ), a Necedah,
Wisconsin-based manufacturer of uninterruptible power supply products with 1994
sales of $149 million. The Commission has decided to take no further action with
regard to this transaction.
This decision satisfies a condition to General Signal's cash tender
offer for all outstanding shares of Best Power Technology. Once a minimum number
of shares have been tendered, General Signal will proceed to merge Best Power
Technology with General Signal. Shareholders have until June 13 to respond to
the offer.
According to Edmund M. Carpenter, chairman and chief executive
officer of General Signal, "The addition of Best Power, together with our Sola
operation, positions the combined businesses to compete effectively in the
worldwide
- more -
<PAGE>
uninterruptible power supply marketplace and as a global power protection,
conversion, and transformer competitor." When completed, the addition will be
General Signal's 26th "bolt-on" acquisition in the past six years.
# # #
General Signal Corporation, with 1994 sales of $1.53 billion, is a leading
equipment manufacturer for the process control, electrical, and industrial
technology industries.
