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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 5
TO STATEMENT ON
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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FORE Systems, 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
(Title of Class of Securities)
34 5449 102
(CUSIP Number of Class of Securities)
Patricia A. Hoffman
GEC Incorporated
1500 Mittel Boulevard
Wood Dale, IL 60191-1073
(c/o Videojet Systems International, Inc.)
(630) 238-3995
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies To:
Philip A. Gelston, Esq. Jeffrey I. Gordon, Esq.
Cravath, Swaine & Moore Mayer, Brown & Platt
Worldwide Plaza Bucklersby House
825 Eighth Avenue 3 Queen Victoria Street
New York, NY 10019 London EC4N 8EL
Telephone: (212) 474-1000 ENGLAND
Telephone: (011) 44-171-6200
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CUSIP No. 34 5449 102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEC Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by
Each 28,118,876
Reporting
Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
28,118,876
11. Aggregate Amount Beneficially Owned by Each Reporting Person
28,118,876
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
Approximately 24.13% of the Common Stock Outstanding
14. Type of Reporting Person
CO
2
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CUSIP No. 34 5449 102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEC Incorporated
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
BK
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by
Each 28,118,876
Reporting
Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
28,118,876
11. Aggregate Amount Beneficially Owned by Each Reporting Person
28,118,876
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
Approximately 24.13% of the Common Stock
14. Type of Reporting Person
CO
3
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CUSIP No. 34 5449 102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The General Electric Company, p.l.c.
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
BK, OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
England
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by
Each 28,118,876
Reporting
Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
28,118,876
11. Aggregate Amount Beneficially Owned by Each Reporting Person
28,118,876
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
Approximately 24.13% of the Common Stock
14. Type of Reporting Person
CO
4
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GEC Acquisition Corp., GEC Incorporated and The General Electric
Company, p.l.c. hereby amend and supplement their combined Tender Offer
Statement on Schedule 14D-1 and Amendment No. 1 Statement on Schedule 13D
originally filed on April 30, 1999 (as subsequently amended, the
"Statement"), with respect to an offer (the "Offer") to purchase all
outstanding shares of common stock, $0.01 par value, of FORE Systems, Inc.
a Delaware corporation (the "Company"), on the terms described in the Offer
to Purchase dated April 30, 1999, as subsequently amended. Capitalized
terms not defined herein have the meanings assigned thereto in the
Statement.
ITEM 10. ADDITIONAL INFORMATION
On June 15, 1999, GEC, p.l.c. issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) 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)(10) Text of Press Release dated June 15, 1999, issued by GEC,
p.l.c.
5
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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 15, 1999
GEC ACQUISITION CORP.,
By /s/ JOHN C. MAYO
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Name: John C. Mayo
Title: 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/ JOHN C. MAYO
----------------------------
Name: John C. Mayo
Title: Director
6
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
(a)(10) Text of Press Release dated June 15, 1999
7
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EXHIBIT (a)(10)
GEC ANNOUNCES COMPLETION OF FORE SYSTEMS TENDER OFFER
The General Electric Company, p.l.c. announced today that its wholly owned
subsidiary, GEC Acquisition Corp., has completed its tender offer to
purchase all of the outstanding shares of common stock of FORE Systems,
Inc. (Nasdaq-FORE) at $35 per share. The tender offer expired at 12:00
midnight, New York City time, on Monday, 14th June, 1999.
As of the expiration of the tender offer over 90% of the outstanding shares
of FORE's common stock had been tendered and accepted for payment. GEC
anticipates the prompt consummation of a merger of GEC Acquisition Corp.
with and into FORE whereby FORE will become a wholly owned subsidiary of
GEC.
The General Electric Company, p.l.c. is not affiliated with the similarly
named company which is based in the United States.
