-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CwrjED3Ck4mLm67dNPJudqY3Njfm+hmN9z7kSh6K10Msx7wdr+QRUJAyaintllMH ijbD0T7UCum47S+tzExzxw== 0001104659-05-060266.txt : 20051212 0001104659-05-060266.hdr.sgml : 20051212 20051212165209 ACCESSION NUMBER: 0001104659-05-060266 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDX SYSTEMS CORP CENTRAL INDEX KEY: 0001001185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 030222230 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49161 FILM NUMBER: 051258821 BUSINESS ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8028621022 MAIL ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 SC 13D/A 1 a05-21429_2sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549



 

SCHEDULE 13D



Under the Securities Exchange Act of 1934
(Amendment No. 2)*

IDX Systems Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

449491109

(CUSIP Number)

 

Michael McAlevey
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
(203) 373-2967

Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York  10020
(212) 610-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 8, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.   449491109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
General Electric Company
14-0689340

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Common Stock: 7,651,559 (1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

2


 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,651,559 (2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 23.3% (3)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1)           Pursuant to an Agreement and Plan of Merger dated as of September 28, 2005 (the Merger Agreement), by and among General Electric Company, a New York corporation (GE), Igloo Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of GE (Transitory Sub), and IDX Systems Corporation, a Vermont corporation (IDX), and subject to the conditions set forth therein (including approval by shareholders of IDX) and an Assignment Agreement dated as of October 4, 2005 (the Assignment Agreement), between Igloo Acquisition Corporation, a Vermont corporation and a wholly owned subsidiary of GE (Merger Sub) and Transitory Sub assigning all of Transitory Sub’s rights, interests and obligations under the Merger Agreement to Merger Sub, Merger Sub will merge with and into IDX, and IDX will become a wholly owned subsidiary of GE (such events constituting the Merger).  6,295,682 shares of IDX common stock (and up to an additional 1,355,877 shares of IDX common stock that may be acquired by the Shareholders (as defined below) pursuant to stock options to acquire shares of IDX common stock) (the Shares) are subject to Shareholder Agreements (the Shareholder Agreements) entered into by GE and certain shareholders of IDX (see Schedule A attached hereto) (the Shareholders).  Any shares acquired by a Shareholder during the term of the Shareholder Agreement to which such Shareholder is a party are subject to the terms of such Shareholder Agreement.  Pursuant to each Shareholder Agreement, the Shareholder party thereto has agreed, among other things, to vote (or cause to be voted) its or his Shares (a) in favor of the Merger, the approval of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement and (b) against any alternative transaction.  Each Shareholder may vote the Shares held by it or him on all other matters.  As part of its Shareholder Agreement, each Shareholder has granted an irrevocable proxy to GE with respect to the voting of the Shares owned by such Shareholder for the matters covered by such Shareholder Agreement. 

 

(2)           GE expressly disclaims beneficial ownership of any of the shares of IDX common stock covered by the Shareholder Agreements.

 

(3)           Based on 31,437,138 shares of IDX common stock being outstanding as of November 11, 2005 and the 1,355,877 shares of IDX common stock that may be acquired by the Shareholders pursuant to stock options, the number of shares of IDX common stock indicated represents 23.3% of the outstanding shares of IDX common stock.

 

3


 

This statement on Schedule 13D (this Statement) relates to the Schedule 13D filed with the Securities and Exchange Commission on October 11, 2005, as amended by Amendment No. 1 filed on December 8, 2005 (Amendment No. 1), with respect to the common stock, par value $0.01 per share, of IDX Systems Corporation, a Vermont corporation (IDX), filed on behalf of General Electric Company, a New York corporation (GE).

Paragraph 3 of the Introduction to Amendment No. 1 is hereby amended by replacing the last two sentences with the following:

“Following the sales and transfers referred to above, and the execution of the new shareholder agreements as of December 6, 2005, the number of shares now subject to shareholder agreements with GE is 6,295,682 shares of IDX common stock (and up to an additional 1,355,877 shares of IDX common stock that may be acquired by the Shareholders pursuant to stock options to acquire shares of IDX common stock), as set forth on Schedule A to this Statement.  Such shares and options constitute 23.3% of the issued and outstanding shares of IDX common stock based on the number of shares of IDX common stock outstanding as of November 11, 2005 and the outstanding 1,355,877 shares of IDX common stock that may be acquired by the Shareholders pursuant to stock options.”

Item 4 is hereby amended by replacing the last sentence with the following:

 

Item 4.

Purpose of Transaction

“After giving effect to the Transfers and Gifts and execution of the New Shareholder Agreements and the Shareholder Agreement Amendments, the number of shares now subject to shareholder agreements with GE is 6,295,682 shares of IDX common stock (and up to an additional 1,355,877 shares of IDX common stock that may be acquired by the Original Shareholders pursuant to stock options to acquire shares of IDX common stock).”

Item 5 is hereby amended by replacing the last sentence with the following:

Item 5.

Interest in Securities of the Issuer

(a) - (b)  “After giving effect to the Transfers and Gifts and execution of the New Shareholder Agreements and the Shareholder Agreement Amendments, the number of shares now subject to shareholder agreements with GE is 6,295,682 shares of IDX common stock (and up to an additional 1,355,877 shares of IDX common stock that may be acquired by the Shareholders pursuant to stock options to acquire shares of IDX common stock).  Such shares and options constitute 23.3% of the issued and outstanding shares of IDX common stock based on the number of shares of IDX common stock outstanding as of November 11, 2005 and the outstanding 1,355,877 shares of IDX common stock that may be acquired by the Shareholders pursuant to stock options.” 

Item 7 is hereby amended by deleting Exhibit 2.2 thereof.

 

4


 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies as of December 12, 2005 that the information set forth in this statement is true, complete and correct.

 

 

 

General Electric Company

 

 

 

By:

/s/ MICHAEL MCALEVEY

 

 

 

Name:

Michael McAlevey

 

 

 

Title:

Associate Secretary

 

5


 

SCHEDULE A

 

SHAREHOLDERS PARTY TO A SHAREHOLDER AGREEMENT WITH

GENERAL ELECTRIC COMPANY

 

Shareholder Party to Shareholder
Agreement

 

Number of Shares of
Common Stock of IDX
Systems Corporation
Beneficially Owned by
Shareholder Subject to
Shareholder Agreement

 

Number of Shares of Common
Stock of IDX Systems
Corporation Subject to
Outstanding Options held by
Shareholder

 

 

 

 

 

 

 

Robert H. Hoehl 2002 Grantor Retained Annuity Trust

 

810,000

 

0

 

 

 

 

 

 

 

Robert H. Hoehl 2005 Grantor Retained Annuity Trust

 

1,000,000

 

0

 

 

 

 

 

 

 

Robert H. Hoehl

 

867,069

 

26,039

 

 

 

 

 

 

 

Richard E. Tarrant

 

2,001,882

 

80,000

 

 

 

 

 

 

 

James H. Crook, Jr.

 

147,283

 

1,249,838

 

 

 

 

 

 

 

The Robert H. Hoehl Charitable Remainder Trust

 

450,000

 

0

 

 

 

 

 

 

 

The Hoehl Family Foundation

 

350,000

 

0

 

 

 

 

 

 

 

The Richard E. and Deborah L. Tarrant Foundation

 

506,706

 

0

 

 

 

 

 

 

 

KrRoJoKaNiPe Holdings, LLC

 

162,742

 

0

 

 

 

 

 

 

 

Total

 

6,295,682

 

1,355,877

 

 

6

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