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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 3
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
7. Sole Voting Power
Number of
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
7. Sole Voting Power
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 28,118,876
Each
Reporting 9. Sole Dispositive Power
Person
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
7. Sole Voting Power
Number of
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. ("GEC, 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
Item 10 of the Statement is hereby amended and supplemented by adding the
following text thereto:
On May 27, 1999, GEC, p.l.c. issued a press release, a copy of
which is attached hereto as Exhibit (a)(8) 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)(8) Text of Press Release dated May 27, 1998, 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: May 27, 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 (a)(8)
27th May, 1999
GEC extends closing date for FORE Systems tender offer to 14 June
The General Electric Company, p.l.c., today announced the extension of the
tender offer commenced on 30 April, 1999, by its wholly owned subsidiary GEC
Acquisition Corp., to purchase all of the outstanding shares of common stock of
FORE Systems, Inc. (Nasdaq-FORE) at $35 per share. The offer and withdrawal
rights will expire at 12:00 midnight, New York City time, on Monday 14 June,
1999, unless the tender offer is further extended. Approximately 33,468,199
FORE Systems shares have been tendered and not withdrawn as of 5:00 p.m., New
York City time, on 26 May, 1999, in response to the tender offer.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 expired at 11:59 p.m. on May 26, 1999 and, accordingly, the condition to
the offer relating to Hart-Scott-Rodino has been satisfied.
The tender offer remains subject to completion of a 30 day review by the
Committee on Foreign Investment in the United States (CFIUS). The 30 day review
commenced on 10 May, 1999, when GEC and FORE Systems filed a Joint Voluntary
Notice with CFIUS, and will expire on 9 June, 1999, unless extended.
In addition, the tender offer remains subject to obtaining certain regulatory
clearances from the United Kingdom, Germany, Ireland and Italy. The proposed
acquisition of FORE Systems was notified to the U.K. Office of Fair Trading and
the German Federal Cartel Office on 11 May, 1999, notified to the Italian
Autorita Garante Dell Concorrenza e del Mercato on 13 May, 1999 and notified to
the Irish Minister for Enterprise Trade & Employment on 14 May, 1999. Other
than receiving the clearance in respect of CFIUS and these European regulatory
clearances, there are no other regulatory related conditions to the tender
offer to be satisfied.
The General Electric Company, p.l.c. is not affiliated with the similarly named
company which is based in the United States.
