-----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, KE0V9MhyK0vEnIOa39f1ii7byll8Lcd03VvsTNwc/QmP56XMsrr6WJi8r/WluWjT 2NqrPVNBfBBpbuf9G7lWjA== /in/edgar/work/20001102/0000912057-00-046845/0000912057-00-046845.txt : 20001106 0000912057-00-046845.hdr.sgml : 20001106 ACCESSION NUMBER: 0000912057-00-046845 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001102 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 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55671 FILM NUMBER: 751384 BUSINESS ADDRESS: STREET 1: ELIZABETH HOUSE 1 HIGH ST STREET 2: CHESTERTON, CAMBRIDGE, ENGLAND CITY: UK CB4 1WR STATE: X0 ZIP: 00000 BUSINESS PHONE: 441223301144 MAIL ADDRESS: STREET 1: ELIZABETH HOUSE 1 HIGH ST STREET 2: CHESTERTON, CAMBRIDGE, ENGLAND CITY: UK CB4 1WR STATE: X0 ZIP: 00000 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 13D/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 13D/A 1 a2029240zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)* SMALLWORLDWIDE PLC (Name of Issuer) ORDINARY SHARES, OF (POUND)0.01 EACH, AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE (Title of Class of Securities) 83168P108 (AMERICAN DEPOSITARY SHARES) (CUSIP Number) 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) COPY TO: MARY A. BERNARD KING & SPALDING 1185 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 TELEPHONE: (212) 556-2100 NOVEMBER 1, 2000 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 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 (the "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). (Continued on following pages) Page 2 of 6 Pages CUSIP NO. 83168P108 (American Depositary Shares) 1. NAMES OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GENERAL ELECTRIC COMPANY - 14-0689340 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7. SOLE VOTING POWER NONE SHARES BENEFICIALLY 8. SHARED VOTING POWER 9,707,518 OWNED BY EACH 9. SOLE DISPOSITIVE POWER NONE REPORTING PERSON 10. SHARED DISPOSITIVE POWER 9,707,518 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,707,518 SHARES 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 98.14% (BASED ON 9,891,074 ORDINARY SHARES AND ADSs OUTSTANDING ON OCTOBER 31, 2000) 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 Pages CUSIP NO. 83168P108 (American Depositary Shares) 1. NAMES OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GE POWER SYSTEMS EQUITIES, INC. - 06-1580995 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* 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 DELAWARE NUMBER OF 7. SOLE VOTING POWER NONE SHARES BENEFICIALLY 8. SHARED VOTING POWER 9,707,518 OWNED BY EACH 9. SOLE DISPOSITIVE POWER NONE REPORTING PERSON 10. SHARED DISPOSITIVE POWER 9,707,518 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,707,518 SHARES 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 98.14% (BASED ON 9,891,074 ORDINARY SHARES AND ADSs OUTSTANDING ON OCTOBER 31, 2000) 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 6 Pages This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on August 24, 2000, as amended by Amendment No. 1 filed on October 6, 2000 (as amended, the "Schedule 13D"), by General Electric Company, a New York corporation ("GE"), and GE Power Systems Equities, Inc., a Delaware corporation (the "Offeror") and a wholly owned subsidiary of GE (GE and the Offeror together, the "Reporting Persons"), and relates to the tender offer by the Offeror to purchase all of the outstanding (1) ordinary shares, nominal value of (pound)0.01 each ("Ordinary Shares"), and (2) American Depositary Shares ("ADSs"), each representing one Ordinary Share and evidenced by American Depositary Receipts, 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 (as amended or supplemented from time to time, the "Offer to Purchase"), which was filed as Exhibit 7 to the Schedule 13D. The Offer to Purchase, together with the related Letter of Transmittal and the Form of Acceptance, as amended from time to time, together constitute the "Offer". Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D set forth below are hereby amended and supplemented as follows: Item 4. Purpose of Transaction. Item 4 is amended and supplemented by adding the following paragraphs immediately after the final paragraph thereof: The subsequent offer period of the Offer expired at 9:30 a.m., New York City time and 2:30 p.m., London time, on October 31, 2000. As of 9:30 a.m., New York City time and 2:30 p.m., London time, on October 31, 2000, approximately 9,707,518 Shares had been tendered pursuant to the Offer and not withdrawn, which constituted approximately 98% of the total number of Smallworld's then-outstanding Shares. On November 1, 2000, the Offeror accepted for payment all such tendered Shares. Payment for accepted Shares has been or will be made promptly, as applicable. Item 5. Interest in Securities of the Issuer. Item 5 is amended by amending and restating subsections (a) (i), (a) (ii), (b) (i) and (b) (ii) in their entirety as follows: (a) (i) GE has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 9,707,518 Shares, representing approximately 98% of the outstanding Shares of Smallworld. (a) (ii) The Offeror has acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 9,707,518 Shares, representing approximately 98% of the outstanding Shares of Smallworld. Except as set forth in this Item 5(a), neither of the Reporting Persons, nor any other person controlling any Reporting Person nor, to the best knowledge of any Reporting Person, any persons named in Schedule I of the Offer to Purchase which was filed as Exhibit 7 to the Schedule 13D beneficially owns any Shares. Page 5 of 6 Pages (b) (i) GE has shared power to vote and dispose of 9,707,518 Shares. (b) (ii) The Offeror has shared power to vote and dispose of 9,707,518 Shares. [The remainder of the page intentionally left blank.] Page 6 of 6 Pages SIGNATURE After reasonable 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: November 2, 2000 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 -----END PRIVACY-ENHANCED MESSAGE-----