______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 5 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. 5 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 previously amended (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
"Company"), 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
On June 14, 1995, Parent issued a press release
announcing that the Offer had expired at midnight on June 13,
1995. A preliminary count indicates that 9,322,710 Shares were
tendered, 76,282 of which were tendered by notice of guaranteed
delivery. Purchaser has accepted such Shares for payment,
subject to the terms and conditions of the Offer.
A copy of the press release issued by Parent is filed
as Exhibit (a)(10) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Press Release issued by Parent dated June
14, 1995.
<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: June 14, 1995
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
(a)(10) -- Press Release issued by
Parent dated June 14, 1995.
Exhibit (a)(10)
GENERAL SIGNAL COMPLETES TENDER OFFER
AND ACQUISITION OF BEST POWER
Stamford, Connecticut, June 14 - General Signal
Corporation (GSX:NYSE) announced today that it has completed
its cash offer for all outstanding shares of common stock of
Best Power Technology, Incorporated (BPTI:NASDAQ). The tender
offer expired, as scheduled, at 12:00 midnight, Eastern
Daylight Time, on Tuesday, June 13, 1995. General Signal
accepted for purchase all shares validly tendered prior to the
expiration of the offer, giving the company in excess of 97
percent of Best Power Technology's outstanding common stock.
The tender offer will be followed by a second-step
merger today in which each share not acquired in the tender
offer will be converted into the right to receive $21.00 in
cash, effectively completing the acquisition of Best Power.
Best Power Technology, located in Necedah, Wisconsin,
is a leading manufacturer of uninterruptible power supply (UPS)
products, which provide back-up power and protect computers,
information networks, and other critical systems from power
line disturbances.
According to General Signal chairman and chief
executive officer Edmund M. Carpenter, the transaction is part
of an ongoing effort to augment the competitive position and
growth of General Signal's operations. "The acquisition of
Best Power broadens our GS Electrical Power Systems Groups'
line of power protection and conversion products and its
distribution channels. The addition positions the combined
operations to compete effectively in the multi-billion dollar
worldwide uninterruptible power supply marketplace and as a
global power protection, conversion, and transformer
competitor." It is General Signal's 25th "bolt-on" acquisition
in 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.
