-----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, J7OREDDvR3Q2fu+xuBBEJACUcxByR43ebiZ7S5YSnoiIUi+fqgeEiB0cA/IQ0wuW bR0cWku+8sGXHXcpj0+tSw== /in/edgar/work/0000912057-00-042425/0000912057-00-042425.txt : 20000927 0000912057-00-042425.hdr.sgml : 20000927 ACCESSION NUMBER: 0000912057-00-042425 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000925 GROUP MEMBERS: GE POWER SYSTEMS EQUITIES, INC. GROUP MEMBERS: GENERAL ELECTRIC CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMALLWORLDWIDE PLC CENTRAL INDEX KEY: 0001025170 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 980154149 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-55671 FILM NUMBER: 727774 BUSINESS ADDRESS: STREET 1: ELIZABETH HOUSE STREET 2: 1 HIGH ST CITY: CHESTERTON CAMBRIDGE STATE: X0 BUSINESS PHONE: 1223301144 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: [3600 ] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732465 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 SC TO-T/A 1 a2026363zscto-ta.txt 14D-100 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ------------- SMALLWORLDWIDE PLC (Name of Subject Company (Issuer)) -------------- GE POWER SYSTEMS EQUITIES, INC. GENERAL ELECTRIC COMPANY (Offerors) (Names of Filing Persons (identifying status as offeror, issuer or other persons)) -------------- ORDINARY SHARES, OF L0.01 EACH, AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE (Title of Class of Securities) 83168P108 (AMERICAN DEPOSITARY SHARES) (CUSIP Number of Class of Securities) -------------- JAMES M. WATERBURY GENERAL ELECTRIC COMPANY 4200 WILDWOOD PARKWAY ATLANTA, GEORGIA 30339 TELEPHONE: (770) 859-6378 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: MARY A. BERNARD KING & SPALDING 1185 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 TELEPHONE: (212) 556-2100 ----------------- CALCULATION OF FILING FEE - ------------------------------------- ------------------------------------------ TRANSACTION VALUATION AMOUNT OF FILING FEE - ------------------------------------- ------------------------------------------ $ 211,874,900* $ 42,375 ===================================== ========================================== * Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of all outstanding ordinary shares, nominal value L0.01 per share (the "Ordinary Shares"), and American Depositary Shares each representing one Ordinary Share (the "ADSs", and together with the Ordinary Shares, the "Shares"), of Smallworldwide plc at a price of $20.00 per Share. As of August 17, 2000, there were 10,593,745 Shares outstanding, including Shares subject to outstanding stock options. The amount of the Filing Fee calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals 1/50th of 1% of the value of the transaction. /X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $42,375 Filing Party: GE Power Systems Equities, Inc. General Electric Company Form or Registration No.: Schedule TO Date Filed: August 24, 2000
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / ================================================================================ This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on August 24, 2000, as amended by Amendment No. 1 filed on August 25, 2000 (as amended, the "Schedule TO"), by GE Power Systems Equities, Inc., a Delaware corporation (the "Offeror") and a wholly owned subsidiary of General Electric Company, a New York corporation ("GE"). The Schedule TO relates to the offer by the Offeror and GE to purchase all of the outstanding (1) ordinary shares, nominal value of L0.01 each ("Ordinary Shares"), and (2) American Depositary Shares ("ADSs"), each representing one Ordinary Share and evidenced by American Depositary Receipts ("ADRs") of Smallworldwide plc, a public limited company incorporated under the laws of England and Wales ("Smallworld"). The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated August 24, 2000 (the "Offer to Purchase"), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(A), the related Letter of Transmittal, a copy of which was filed with the Schedule TO as Exhibit (a)(1)(B) , and the related Form of Acceptance, a copy of which was filed with the Schedule TO as Exhibit (a)(1)(C) (which, together with the Offer to Purchase, as amended from time to time, constitute the "Offer"). The information in the Offer to Purchase is incorporated by reference herein. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. Items 1, 4 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: "The initial offer period of the Offer, which was scheduled to expire at 10:00 a.m., New York City time and 3:00 p.m., London time, on September 22, 2000, has been extended to 9:30 a.m., New York City time and 2:30 p.m., London time, on Monday, October 2, 2000. The extension is required because all of the conditions to the Offer have not been satisfied or waived, including, among other things, obtaining certain regulatory approvals. The Offeror expects to obtain these regulatory approvals on or prior to the new expiration date. On September 22, 2000, the Offeror issued a press release which announced the extension of the initial offer period and set forth the number of Shares that had been tendered pursuant to the Offer and not withdrawn as of 10:00 a.m., New York City time and 3:00 p.m., London time, on September 22, 2000. A copy of the press release issued by the Offeror on September 22, 2000, is filed herewith as Exhibit 99.4 and is incorporated by reference herein." ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following exhibit: "99.4 Press release issued on September 22, 2000." 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. GENERAL ELECTRIC COMPANY By: /s/ JAMES M. WATERBURY ------------------------------ Name: James M. Waterbury Title: Attorney-in-Fact GE POWER SYSTEMS EQUITIES, INC. By: /s/ JAMES M. WATERBURY ------------------------------ Name: James M. Waterbury Title: Attorney-in-Fact Date: September 25, 2000 EXHIBIT INDEX EXHIBIT NO. DOCUMENT - ----------- -------- *(a)(i)(A) Offer to Purchase dated August 24, 2000. *(a)(1)(B) Form of Letter of Transmittal. *(a)(1)(C) Form of Acceptance. *(a)(1)(D) Form of Notice of Guaranteed Delivery. *(a)(1)(E) Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *(a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(H) Press announcement released in the U.K. on August 17, 2000. (incorporated by reference to Exhibit 99(a)(2) to Schedule TO filed by General Electric Company and GE Power Systems Equities, Inc. on August 17, 2000.) *(a)(1)(I) Joint press release issued by GE and Smallworld on August 17, 2000. (incorporated by reference to Exhibit 99(a)(1) to Schedule TO filed by General Electric Company and GE Power Systems Equities, Inc. on August 17, 2000.) *(a)(1)(J) Summary advertisement as published in the U.S. on August 24, 2000. *(a)(2) Recommendation Statement on Schedule 14D-9. (b) None. *(d)(1) Acquisition Agreement dated August 16, 2000 between General Electric Company and Smallworldwide plc (incorporated by reference from Annex B to the Offer to Purchase filed as Exhibit (a)(1)(A) hereto). *(d)(2) Form of Irrevocable Undertaking executed by each of Martin Cartwright, Richard Green and Richard Newell and GE Power Systems Equities, Inc. *(d)(3) Deed of Irrevocable Undertaking executed by C. Warren Ferguson and GE Power Systems Equities, Inc. *(d)(4) Form of Irrevocable Undertaking executed by each of Timothy Cadman and Ronald Posner and GE Power Systems Equities, Inc. *(d)(5) Form of Irrevocable Undertaking executed by each of Peter Batty, Peter Britnell, Joan Myhill and David Theriault and GE Power Systems Equities, Inc. *(d)(6) Form of Irrevocable Undertaking executed by each of Mark Diskin and Wolfgang Chittka and GE Power Systems Equities, Inc. *(d)(7) Service Agreement dated August 16, 2000 between Richard G. Newell and General Electric Company. *(d)(8) Service Agreement dated August 16, 2000 between C. Warren Ferguson and General Electric Company. *(d)(9) Service Agreement dated August 16, 2000 between Martin A. Cartwright and General Electric Company. *(d)(10) Service Agreement dated August 16, 2000 between Richard Green and General Electric Company. *(d)(11) Confidentiality Agreement dated August 2, 2000 between General Electric Company and Smallworldwide plc. (g) Not applicable. (h) Not applicable. *99.1 Power of Attorney. *99.2 Board Resolution of GE Power Systems Equities, Inc. *99.3 Newspaper Advertisement published on August 25, 2000 in the Financial Times. 99.4 Press release issued on September 22, 2000. - ----------------------- * Previously Filed. EX-99.4 2 a2026363zex-99_4.txt EXHIBIT 99.4 EXHIBIT 99.4 Press contacts: Jeff Ignaszak GE Power Systems Phone (770) 859-7650 jeffrey.ignaszak@ps.ge.com Ellen Klee GE Energy Management Services Phone (770) 859-7384 ellen.klee@ps.ge.com David DiMatteo ING Barings Limited Phone 44-207-767-1435 david.dimatteo@ing-barings.com GE EXTENDS ITS CASH OFFER FOR SMALLWORLDWIDE PLC September 22, 2000 - Atlanta, GA and London, UK - General Electric Company ("GE") announced today that it has extended the initial offer period of its tender offer (being made by its wholly owned subsidiary, GE Power Systems Equities, Inc.) to purchase all of the outstanding ordinary shares and American depositary shares representing ordinary shares (collectively, "shares") of Smallworldwide plc ("Smallworld") (Nasdaq: SWLDY) to 9:30 a.m., New York City time and 2:30 p.m., London time, on Monday, October 2, 2000. The extension is required because all of the conditions to the offer have not been satisfied or waived, including, among other things, obtaining certain regulatory approvals. GE expects to obtain these regulatory approvals on or prior to the new expiration date. As a consequence of the extension of the initial offer period, holders of Smallworld shares may tender or withdraw their shares until 9:30 a.m., New York City time and 2:30 p.m., London time, on Monday, October 2, 2000. The offer was previously scheduled to expire at 10:00 a.m., New York City time and 3:00 p.m., London time, on Friday, September 22, 2000. As of 10:00 a.m., New York City time and 3:00 p.m., London time, on September 22, 2000, 7,738,514 shares had been tendered pursuant to the offer and not withdrawn (including shares tendered through notice of guaranteed delivery), which constitutes approximately 97% of the total number of Smallworld's outstanding shares. Except as disclosed herein, neither GE nor any persons acting in concert with GE owned any shares, or rights over shares, of Smallworld on August 23, 2000 (the last business day prior to the commencement of the initial offer period) nor have they acquired or agreed to acquire any shares, or rights over shares, of Smallworld during the initial offer period. ### -----END PRIVACY-ENHANCED MESSAGE-----