SC TO-T/A 1 a2031612zscto-ta.txt SC TO-T/A ================================================================================ 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. 7 - Final Amendment) ------------- 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 (POUND)0.01 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 (pound)0.01 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: |X| ================================================================================ This Amendment No. 7 - Final Amendment amends, supplements and constitutes the final amendment to 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, Amendment No. 2 filed on September 25, 2000, Amendment No. 3 filed on October 2, 2000, Amendment No. 4 filed on October 5, 2000, Amendment No.5 filed on October 10, 2000 and Amendment No. 6 filed on November 2, 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 (pound)0.01 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. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Item 6(a) is hereby amended and supplemented by adding thereto the following: "On November 13, 2000, the Offeror gave notice that it was exercising its right under Section 429 of the Companies Act of 1985 to acquire compulsorily all Shares not already acquired by it pursuant to the Offer. Shares not already acquired pursuant to the Offer will be acquired compulsorily on December 27, 2000. A copy of the form of notice to non-assenting shareholders delivered pursuant to Section 429(4) of the Companies Act of 1985 and the accompanying letter sent by the Offeror, are filed herewith as exhibits 99.9 and 99.10, respectively." ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following: "99.9 Form of notice to non-assenting shareholders, dated November 13, 2000, pursuant to Section 429(4) of the Companies Act of 1985." "99.10 Form of letter to non-assenting shareholders from the Offeror, dated November 13, 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: November 17, 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. *99.5 Press release issued on October 3, 2000. *99.6 Letter from GE to Smallworld optionholders. *99.7 E-mail from GE to Smallworld optionholders. *99.8 Press release issued on November 1, 2000. 99.9 Form of notice to non-assenting shareholders, dated November 13, 2000, pursuant to Section 429(4) of the Companies Act of 1985. 99.10 Form of letter to non-assenting shareholders from the Offeror, dated November 13, 2000. ----------------------- * Previously Filed.