AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL ELECTRIC COMPANY
(Exact name of Registrant as specified in its charter)
NEW YORK 3724 14-0689340
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431-0001
(203) 373-2211
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------------
ROBERT E. HEALING, ESQ.
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431-0001
(203) 373-2211
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
STEVEN R. SHOEMATE, ESQ. CRAIG L. GODSHALL, ESQ.
GIBSON, DUNN & CRUTCHER LLP DECHERT
200 PARK AVENUE 4000 BELL ATLANTIC TOWER
NEW YORK, NY 10166-0193 1717 ARCH STREET
(212) 351-4000 PHILADELPHIA, PA 19103-2743
(215) 994-4000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND UPON
CONSUMMATION OF THE TRANSACTIONS DESCRIBED IN THE ENCLOSED PROSPECTUS.
------------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(2) PER UNIT OFFERING PRICE(3) REGISTRATION FEE(4)
Common stock, $0.06 par value............... 10,656,327 shares N/A $411,760,463.13 $98,410.75
(1) This registration statement relates to securities of the registrant
exchangeable for shares of common stock, par value $0.01 per share, of
Interlogix, Inc., a Delaware corporation, (together with the associated
rights to purchase common stock of Interlogix pursuant to the Rights
Agreement dated as of November 27, 1996 between Interlogix and Wells Fargo
Bank Minnesota, N.A., as amended on September 29, 1999, and on December 17,
2001, the "Interlogix common stock") in the exchange offer by registrant for
all of the issued and outstanding shares of Interlogix common stock pursuant
to the Agreement and Plan of Merger (the "merger agreement") dated as of
December 17, 2001 among General Electric Company, Margaret
Acquisition, Inc., and Interlogix, Inc.
(2) This amount is based on the product of (i) 19,569,072 (the number of shares
of Interlogix common stock outstanding on November 30, 2001), plus 2,732,111
(the number of options to purchase such shares outstanding on November 30,
2001), plus 142,639 (the number of such shares reserved for issuance for
future grants pursuant to Interlogix stock plans), multipled by (ii) an
estimated exchange ratio of 0.4748.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(f) under the Securities Act of 1933, as
amended (the "Securities Act") based upon (i) $38.64, the average of the
high and low prices per share of Interlogix common stock on December 26,
2001 as reported on the Nasdaq Composite Transaction Tape, multiplied by
(ii) (a) 19,569,072 (the number of shares of Interlogix common stock
outstanding on November 30, 2001), plus 2,732,111 (the number of options to
purchase such shares outstanding on November 30, 2001), plus 142,639 (the
number of such shares reserved for issuance for future grants pursuant to
Interlogix stock plans), multiplied by (b) an estimated exchange ratio of
0.4748.
(4) GE previously paid a filing fee of $11,757,593.15 upon the filing of the
registration statement on Form S-4 initially filed by GE on November 13,
2000 (Registration no. 333-49710) in connection with the planned merger of
Honeywell International Inc. into a wholly owned subsidiary of GE. This
transaction was not consummated and the shares registered under Registration
no. 333-49710 were not issued. Pursuant to Rule 457(p) under the Securities
Act, the full amount of the registration fee currently due for this
Registration Statement has been offset against the total registration fee
paid for the earlier registration statement. After such offset a balance
of $11,659,182.40 remains from the fee paid for Registration No. 333-49710.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
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--------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS MAY CHANGE. WE MAY NOT COMPLETE THE
EXCHANGE OFFER AND ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
GENERAL ELECTRIC COMPANY
OFFER TO EXCHANGE
SHARES OF COMMON STOCK
OF
GENERAL ELECTRIC COMPANY
HAVING A VALUE OF $19.43
AND CASH IN THE AMOUNT OF $19.43
(DETERMINED AS DESCRIBED IN THIS PROSPECTUS)
FOR
EACH OUTSTANDING SHARE
OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO
PURCHASE COMMON STOCK)
OF
INTERLOGIX, INC.
THE OFFER COMMENCED ON FRIDAY, DECEMBER 28, 2001. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JANUARY 28, 2002 UNLESS EXTENDED.
On December 17, 2001, we entered into an Agreement and Plan of Merger with
Interlogix. The Interlogix board of directors has approved the merger agreement,
determined that this offer is fair to, and in the best interests of, Interlogix
stockholders and recommended that Interlogix stockholders accept this offer and
tender their shares pursuant to this offer to purchase and exchange.
Through a wholly owned subsidiary, we are offering to exchange cash and
shares of GE common stock having a combined value of $38.86 for each outstanding
share of Interlogix common stock, including the associated rights to purchase
common stock, that is validly tendered and not properly withdrawn. The cash to
be paid for each share of Interlogix common stock will equal $19.43 and the
shares of GE common stock to be exchanged will equal $19.43 divided by the
average (rounded to the nearest 1/10,000) of the volume weighted sales prices
per share of GE common stock on the New York Stock Exchange for the five
consecutive trading days ending on the second trading day immediately preceding
the first date on which Interlogix shares are accepted for payment in the offer.
Our obligation to pay for and to exchange GE common stock for Interlogix
common stock is subject to the conditions listed under "The Offer--Conditions of
Our Offer." GE's common stock is listed and traded on the New York Stock
Exchange under the symbol "GE" and Interlogix's common stock is quoted on the
Nasdaq National Market under the symbol "ILXI."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued under this
prospectus or determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS IS DECEMBER 28, 2001.
TABLE OF CONTENTS
PAGE
--------
QUESTIONS AND ANSWERS ABOUT THE PROPOSED ACQUISITION........ 1
WHERE YOU CAN FIND MORE INFORMATION......................... 5
SUMMARY..................................................... 7
GE SUMMARY SELECTED FINANCIAL DATA.......................... 12
INTERLOGIX SUMMARY SELECTED FINANCIAL DATA.................. 13
SIGNIFICANT FACTORS AFFECTING OPERATING RESULTS............. 14
COMPARATIVE PER SHARE DATA.................................. 15
COMPARATIVE MARKET PRICE INFORMATION........................ 15
THE COMPANIES............................................... 16
GENERAL ELECTRIC........................................ 16
MARGARET ACQUISITION, INC............................... 16
INTERLOGIX.............................................. 17
REASONS FOR THE OFFER....................................... 17
BACKGROUND OF THE OFFER..................................... 17
THE OFFER................................................... 23
ILLUSTRATIVE TABLE OF EXCHANGE RATIOS AND VALUE OF
OFFER/ MERGER CONSIDERATION............................ 23
TIMING OF OUR OFFER..................................... 24
EXTENSION, TERMINATION AND AMENDMENT.................... 24
EXCHANGE OF INTERLOGIX SHARES; DELIVERY OF GE COMMON
STOCK.................................................. 25
CASH INSTEAD OF FRACTIONAL SHARES OF GE COMMON STOCK.... 26
PROCEDURES FOR TENDERING................................ 26
WITHDRAWAL RIGHTS....................................... 27
GUARANTEED DELIVERY..................................... 28
MATERIAL FEDERAL INCOME TAX CONSEQUENCES................ 29
PURPOSE OF OUR OFFER; THE MERGER; APPRAISAL RIGHTS...... 32
CONDITIONS OF OUR OFFER................................. 36
REGULATORY APPROVALS.................................... 37
CERTAIN BUSINESS COMBINATIONS........................... 38
CERTAIN EFFECTS OF OUR OFFER............................ 39
RELATIONSHIPS WITH INTERLOGIX........................... 41
ACCOUNTING TREATMENT.................................... 42
FEES AND EXPENSES....................................... 42
STOCK EXCHANGE LISTING.................................. 42
THE MERGER AGREEMENT........................................ 43
THE OFFER............................................... 43
THE MERGER.............................................. 44
INTERLOGIX BOARD OF DIRECTORS........................... 46
TREATMENT OF INTERLOGIX STOCK OPTIONS................... 46
COVENANTS AND REPRESENTATIONS AND WARRANTIES............ 46
i
PAGE
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CONDITIONS OF THE MERGER................................ 48
TERMINATION OF THE MERGER AGREEMENT..................... 49
TERMINATION FEES; EXPENSES.............................. 50
AMENDMENT; WAIVER....................................... 51
THE VOTING AGREEMENT........................................ 52
THE CONFIDENTIALITY AGREEMENT............................... 52
INTERESTS OF CERTAIN PERSONS................................ 53
COMPARATIVE STOCK PRICES AND DIVIDENDS...................... 54
GE DIVIDEND POLICY...................................... 54
GE STOCK REPURCHASE PROGRAM............................. 55
DESCRIPTION OF GE COMMON STOCK.............................. 55
TRANSFER AGENT AND REGISTRAR............................ 55
STOCK EXCHANGE LISTING; DELISTING AND DEREGISTRATION OF
INTERLOGIX COMMON STOCK................................ 55
COMPARISON OF STOCKHOLDER RIGHTS............................ 55
LEGAL MATTERS............................................... 59
EXPERTS..................................................... 59
FORWARD-LOOKING STATEMENTS.................................. 59
MISCELLANEOUS............................................... 60
SCHEDULE I-- Directors and Executive Officers of General Electric Company
and Margaret Acquisition, Inc.
SCHEDULE II-- Section 262 of the General Corporation Law of the State of
Delaware ("Appraisal Rights").
ii
THIS DOCUMENT INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT GE AND INTERLOGIX FROM DOCUMENTS FILED WITH THE SEC THAT HAVE NOT BEEN
INCLUDED IN OR DELIVERED WITH THIS DOCUMENT. THIS INFORMATION IS AVAILABLE AT
THE WEB SITE THE SEC MAINTAINS AT WWW.SEC.GOV AS WELL AS FROM OTHER SOURCES. SEE
"WHERE YOU CAN FIND MORE INFORMATION" ON PAGE 5.
YOU ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM US, WITHOUT CHARGE, UPON
WRITTEN OR ORAL REQUEST TO OUR INFORMATION AGENT, MORROW & CO., INC., AT 445
PARK AVENUE, 5TH FLOOR, NEW YORK, NEW YORK 10022, COLLECT AT (212) 754-8000 OR
TOLL-FREE AT (800) 607-0088.
iii
QUESTIONS AND ANSWERS ABOUT THE PROPOSED ACQUISITION
Q: WHAT ARE GE AND INTERLOGIX PROPOSING TO DO?
A: We have entered into a merger agreement with Interlogix pursuant to which we
are offering, through Margaret Acquisition, Inc., our wholly owned
subsidiary, to exchange cash and shares of GE common stock, determined as
described below in response to the next question, for each outstanding share
of Interlogix common stock and the associated common stock purchase right.
After the offer is completed, and as part of this transaction, Interlogix
will merge with and into Margaret Acquisition, Inc. As a result of the offer
and the merger, Margaret Acquisition, Inc. will continue the business of
Interlogix as a wholly owned subsidiary of GE.
Q: WHAT WOULD I RECEIVE IN EXCHANGE FOR MY INTERLOGIX SHARES?
A: We are offering to exchange cash and shares of GE common stock having a
combined value of $38.86 for each outstanding share of common stock of
Interlogix that is validly tendered and not properly withdrawn. The cash to
be exchanged for each share of Interlogix common stock will equal $19.43 and
shares of GE common stock will equal (subject to treatment of fractional
shares described below) $19.43 divided by the average (rounded to the
nearest 1/10,000) of the volume weighted sales prices per share of GE common
stock on the New York Stock Exchange for the five consecutive trading days
ending on the second trading day immediately preceding the first date on
which Interlogix shares are accepted for payment in the offer.
You will not receive any fractional shares of GE common stock in the offer.
Instead, you will receive additional cash in an amount equal to the market
value of any fractional shares you would otherwise have been entitled to
receive.
Q: HOW CAN I FIND OUT THE FINAL EXCHANGE RATIO?
A: At least two full business days before the offer expires, we will notify you
by issuing a press release announcing the final exchange ratio. We intend to
file the press release with the SEC on Form 425 on the day of first use.
Q: HOW LONG WILL IT TAKE TO COMPLETE THE OFFER AND THE MERGER?
A: We hope to complete the offer and the merger in the first quarter of 2002.
We expect to complete the merger shortly after we complete the offer if we
acquire 90% or more of the Interlogix shares in the offer. If less than 90%
of the shares are tendered in the offer, then the merger will require
Interlogix stockholder approval and we will complete the merger shortly
after a special meeting of Interlogix stockholders to approve the merger. We
must also obtain regulatory clearances prior to completion of the offer and
the merger.
Q: WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?
A: If you are the record owner of your Interlogix shares and you tender your
Interlogix shares directly to the exchange agent, you will not have to pay
brokerage fees or incur similar expenses. If you own your shares through a
broker or other nominee, and your broker tenders the shares on your behalf,
your broker may charge you a fee for doing so. You should consult with your
broker or nominee to determine whether any charges will apply to you.
Q: DOES INTERLOGIX SUPPORT THE OFFER AND THE MERGER?
A: Yes. Interlogix's board of directors has recommended that Interlogix
stockholders accept the offer and tender their shares pursuant to the offer.
Interlogix's board of directors has also unanimously approved the merger
agreement and the merger. Information about the recommendation of
Interlogix's board of directors is more fully set forth in Interlogix's
Solicitation/Recommendation Statement on Schedule 14D-9, which is being
mailed to Interlogix stockholders together with this prospectus.
Q: HAVE ANY INTERLOGIX STOCKHOLDERS AGREED TO TENDER THEIR SHARES?
A: Yes. We have entered into a voting agreement dated December 17, 2001 whereby
a stockholder of Interlogix, Berwind LLC, has agreed to tender its
Interlogix common stock into the offer. Berwind LLC beneficially owns shares
representing approximately 80% of the outstanding common stock of Interlogix
as of December 27, 2001.
Q: HAS INTERLOGIX RECEIVED A FAIRNESS OPINION IN CONNECTION WITH THE OFFER AND
THE MERGER?
A: Yes. Interlogix has received an opinion from UBS Warburg LLC dated
December 17, 2001 to the effect that, as of such date, the consideration to
be received by Interlogix's stockholders in the offer and the merger is fair
from a financial point of view to such stockholders. The full text of such
opinion, which sets forth assumptions made, matters considered and
limitations on the review undertaken in connection with the opinion, is
attached as a schedule to and summarized in Interlogix's Schedule 14D-9,
which is being mailed to the stockholders of Interlogix together with this
prospectus.
Q: WHAT PERCENTAGE OF GE COMMON STOCK WILL INTERLOGIX STOCKHOLDERS OWN AFTER THE
OFFER AND THE MERGER?
A: After completion of the merger, former Interlogix stockholders would own
less than 0.1% of the outstanding shares of GE common stock, assuming that
the average of the daily volume weighted sales prices per share of GE common
stock during the pricing period prior to the expiration date is
approximately $40.9235, which corresponds to an exchange ratio of
approximately 0.4748 of a share of GE common stock for each share of
Interlogix common stock.
Q: WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
A: The offer is subject to several conditions, including:
- at least a majority of the outstanding Interlogix shares, on a fully
diluted basis, having been validly tendered and not properly withdrawn;
- waiting periods under applicable antitrust laws having expired or been
terminated;
- the registration statement of which this prospectus is a part having been
declared effective by the SEC;
- Interlogix's having performed its covenants in all material respects and
not having breached any representation or warranty in a manner that would,
individually or in the aggregate, have a material adverse effect on
Interlogix and its subsidiaries taken as a whole or a material adverse
effect on the parties' ability to consummate the transactions contemplated
by the merger agreement; and
- GE's common stock to be issued in the offer being approved for listing on
the New York Stock Exchange.
These conditions and other conditions to the offer are discussed in this
prospectus under "The Offer--Conditions of Our Offer" beginning on page 36.
2
Q: HOW DO I PARTICIPATE IN THE OFFER?
A: To tender your shares, you should do the following:
- If you hold shares in your own name, complete and sign the enclosed letter
of transmittal and return it with your share certificates to The Bank of
New York, the exchange agent for the offer, at the appropriate address
specified on the back cover page of this prospectus before the expiration
date of the offer.
- If you hold your shares in "street name" through a broker, instruct your
broker to tender your shares before the expiration date.
For more information on the timing of the offer, extensions of the offer
period and your rights to withdraw your shares from the offer before the
expiration date, please refer to "The Offer" beginning on page 23.
Q: WILL I BE TAXED ON THE GE COMMON STOCK THAT I RECEIVE?
A: While there can be no certainty, the transaction has been structured so
that, in general, Interlogix stockholders will recognize any gain for U.S.
federal income tax purposes as a result of the transaction only to the
extent of the cash received for Interlogix shares, but otherwise will not
recognize gain or loss, if:
- the offer and the merger are completed under the current terms of the
merger agreement, and
- the merger is completed promptly after the offer.
For more information on the tax consequences of the offer, please refer to
"The Offer--Material Federal Income Tax Consequences" beginning on page 29.
We encourage you to consult your tax advisor on the consequences to you of
participation in the offer or the merger.
Q: THE STATEMENTS ON THE COVER PAGE REGARDING THIS PROSPECTUS BEING SUBJECT TO
CHANGE AND THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ARE NOT YET EFFECTIVE; DOES THIS MEAN THAT THE OFFER HAS NOT YET
COMMENCED?
A: No. Effectiveness of the registration statement is not necessary for the
offer to commence. The SEC rules permit exchange offers to begin before the
related registration statement has become effective and we are taking
advantage of those rules with the goal of acquiring Interlogix as quickly as
possible. We cannot, however, accept for exchange any shares tendered in the
offer until our registration statement is declared effective by the SEC and
the other conditions to our offer have been satisfied or, where permissible,
waived. The offer will commence when we mail this prospectus and the related
letter of transmittal to Interlogix stockholders.
Q: IS GE'S FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES IN
THE OFFER?
A: Yes. A portion of each share of Interlogix common stock accepted in the
offer will be exchanged for shares of GE common stock, so you should
consider our financial condition before you decide to become one of our
stockholders through the offer. In considering GE's financial condition, you
should review the documents incorporated by reference in this prospectus
because they contain detailed business, financial and other information
about us.
3
Q: WHERE CAN I FIND OUT MORE INFORMATION ABOUT GE AND INTERLOGIX?
A: You can find out information about GE and Interlogix from sources described
under "Where You Can Find More Information" on page 5.
Q: WILL INTERLOGIX CONTINUE AS A PUBLIC COMPANY?
A: No. If the merger occurs, Interlogix will no longer be publicly owned. Even
if the merger does not occur, if we purchase all the tendered shares, there
may be so few remaining Interlogix stockholders and publicly held Interlogix
shares that the Interlogix common stock is no longer eligible for quotation
on the Nasdaq or other securities markets. As a result, there may not be a
public trading market for the shares and Interlogix may cease making filings
with the SEC or otherwise cease to be required to comply with SEC rules
relating to publicly held companies.
Q: IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
A: If you decide not to tender your shares in the offer and the merger occurs,
you will receive in the merger the same number of GE shares and amount of
cash per Interlogix share you would own if you had tendered your shares in
the offer, without interest, unless you choose to demand appraisal. In
connection with the merger, Interlogix stockholders have a right under state
law to demand appraisal of their Interlogix shares.
Q: WHO CAN I CALL WITH QUESTIONS ABOUT THE OFFER?
A: You can contact our information agent, Morrow & Co., Inc., collect at
(212) 754-8000 or toll-free at (800) 607-0088 for answers to your questions
regarding the offer, and to find out the estimated number of GE shares to be
received in the offer. Two business days prior to expiration of the offer,
such number of GE shares will be based upon the daily volume weighted sales
prices per share of GE common stock for five consecutive trading days. Once
the final exchange ratio has been determined, you may contact our
information agent to find out the exact number of GE shares to be received
in the offer.
4
WHERE YOU CAN FIND MORE INFORMATION
GE and Interlogix file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You
may read and copy this information at the SEC's Public Reference Room at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at
(800) SEC-0330 for further information on the operation of the Public Reference
Room.
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates, or from commercial document retrieval services.
The SEC also maintains a website that contains reports, proxy statements and
other information, including those filed by GE and Interlogix, at
"http://www.sec.gov".
You may also obtain information about GE and Interlogix, including copies of
their SEC reports, through their websites at "http://www.ge.com" and
"http://www.interlogixinc.com".
You can also inspect reports, proxy statements and other information about
GE at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
We filed a registration statement on Form S-4 to register with the SEC the
GE common stock to be issued pursuant to the offer and the merger. This
prospectus is a part of that registration statement. As allowed by SEC rules,
this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement. In
addition, we also filed with the SEC a statement on Schedule TO pursuant to
Rule 14d-3 under the Exchange Act to furnish certain information about the
offer. You may obtain copies of the Form S-4 and the Schedule TO (and any
amendments to those documents) in the manner described above.
Interlogix has filed with the SEC a Solicitation/Recommendation on
Schedule 14D-9 regarding the offer. You may obtain a copy of the Schedule 14D-9
(and any amendments to that document) from any of the sources described above.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed a part of this prospectus, except for any
information superseded by information contained directly in this prospectus.
This prospectus incorporates by reference the documents set forth below that GE
and Interlogix have previously filed with the SEC. These documents contain
important information about GE and Interlogix and their financial condition.
GE FILINGS WITH THE SEC PERIOD
------------------------------------------ --------------------------------------------------------
Annual Report on Form 10-K................ Year ended December 31, 2000, as filed on March 23, 2001
Quarterly Report on Form 10-Q............. Quarter ended March 31, 2001, as filed on April 19, 2001
Quarterly Report on Form 10-Q............. Quarter ended June 30, 2001, as filed on July 23, 2001
Quarterly Report on Form 10-Q............. Quarter ended September 30, 2001, as filed on November
2, 2001
Current Report on Form 8-K................ Filed on October 2, 2001
5
INTERLOGIX FILINGS WITH THE SEC PERIOD
------------------------------------------ --------------------------------------------------------
Annual Report on Form 10-K................ Year ended December 31, 2000, as filed on April 2, 2001
Quarterly Report on Form 10-Q............. Quarter ended March 31, 2001, as filed on May 10, 2001
Quarterly Report on Form 10-Q............. Quarter ended June 30, 2001, as filed on August 3, 2001
Quarterly Report on Form 10-Q............. Quarter ended September 29, 2001, as filed on November
9, 2001
Current Report on Form 8-K................ Filed on December 19, 2001
The description of Interlogix's common
stock set forth in Interlogix's
registration statement on Form 8-A filed
pursuant to Section 12 of the Securities
Exchange Act of 1934, including any
amendment or report filed with the SEC
for the purpose of updating this
description............................. Filed on December 6, 1996
All documents filed by GE and Interlogix pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act from the date of this prospectus to the date
that shares are accepted for exchange pursuant to our offer (or the date that
our offer is terminated) shall also be deemed to be incorporated herein by
reference.
DOCUMENTS INCORPORATED BY REFERENCE ARE AVAILABLE FROM US WITHOUT CHARGE
UPON REQUEST TO OUR INFORMATION AGENT, MORROW & CO., INC., AT 445 PARK AVENUE,
5TH FLOOR, NEW YORK, NEW YORK 10022, COLLECT AT (212) 754-8000 OR TOLL-FREE AT
(800) 607-0088. IF YOU REQUEST ANY INCORPORATED DOCUMENTS FROM US, WE WILL MAIL
THEM TO YOU BY FIRST CLASS MAIL, OR ANOTHER EQUALLY PROMPT MEANS, WITHIN ONE
BUSINESS DAY AFTER WE RECEIVE YOUR REQUEST.
We have not authorized anyone to give any information or make any
representation about our offer that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated by reference into this prospectus. Therefore, if anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this document are unlawful, or
if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you. The
information contained in this document speaks only as of the date of this
document unless the information specifically indicates that another date
applies.
6
SUMMARY
This brief summary does not contain all of the information that may be
important to you. You should carefully read this entire document as well as
other documents to which this document refers you to fully understand the offer
before making a decision whether or not to tender your Interlogix shares. See
"Where You Can Find More Information" on page 5.
THE OFFER (PAGE 23)
We propose to acquire Interlogix. We are offering to exchange cash and
shares of GE common stock having a combined value of $38.86, determined as
described below, for each share of Interlogix common stock, including the
associated rights to purchase common stock, validly tendered and not properly
withdrawn. The cash to be paid for each share of Interlogix common stock will
equal $19.43 and the shares of GE common stock to be exchanged will equal $19.43
divided by the average of the volume weighted sales prices per share of GE
common stock on the New York Stock Exchange for the five consecutive trading
days ending on the second trading day immediately preceding the first date on
which Interlogix shares are accepted for payment in the offer.
We intend, promptly after completion of the offer, for Interlogix to merge
with and into Margaret Acquisition, Inc., our wholly owned subsidiary. Each
share of Interlogix common stock which has not been exchanged or accepted for
exchange in the offer would be converted in the merger into the same amount of
cash and shares of GE common stock as is paid in the offer, without interest.
INFORMATION ABOUT GE, MARGARET ACQUISITION, INC. AND INTERLOGIX (PAGE 16)
GENERAL ELECTRIC COMPANY
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(203) 373-2211
GE, a New York corporation, is one of the world's largest and most
diversified industrial corporations. GE has engaged in developing, manufacturing
and marketing a wide variety of products for the generation, transmission,
distribution, control and utilization of electricity since its incorporation in
1892. Over the years, GE has developed or acquired new technologies or services
that have broadened considerably the scope of its activities.
GE's products include: major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.
GE's services include: product services; electrical product supply houses;
electrical apparatus installation, engineering, repair and rebuilding services;
and computer-related information services. Through its affiliate, the National
Broadcasting Company, Inc., GE delivers network television services, operates
television stations, and provides cable programming and distribution services.
Through another affiliate, General Electric Capital Services, Inc., GE offers a
broad array of financial and other services, including consumer financing,
commercial and industrial financing, real estate financing, asset management and
leasing, mortgage services, consumer savings and insurance services, and
specialty insurance and reinsurance.
Following completion of the merger, Margaret Acquisition, Inc. will continue
the business of Interlogix as part of GE Industrial Systems.
7
Our home page on the Internet is http://www.ge.com. You can learn more about
us by visiting that site.
MARGARET ACQUISITION, INC.
41 Woodford Avenue
Plainville, Connecticut 06062
(860) 747-7111
Margaret Acquisition, Inc. is a Delaware corporation and a wholly owned
subsidiary of GE. Margaret Acquisition, Inc. was organized on December 17, 2001
solely for the purpose of acquiring the Interlogix shares tendered in the offer
and merging with Interlogix in the merger.
INTERLOGIX, INC.
114 West 7th Street, Suite 1300
Austin, Texas 78701
(512) 381-2760
Interlogix, a Delaware corporation, designs, develops, manufactures and
distributes a broad range of components, systems and services for security, life
safety and lifestyle enhancements. These solutions are directed toward the
requirements of both business and consumers on a global basis. Interlogix's
products and services are provided through an array of channels, including
direct sales, wholesale distribution, specialized distribution and system
integrators. Interlogix has sales and technical support operations in 25
countries and manufacturing and logistics operations in the United States,
Europe, South Africa, Australia and China. Interlogix is represented by the
following brand names: Aritech-Registered Trademark-,
Caddx-Registered Trademark-, Casi-Rusco-Registered Trademark-,
ESL-Registered Trademark-, Fiber Options-Registered Trademark-,
GBC-Registered Trademark-, ITI-Registered Trademark-,
Kalatel-Registered Trademark-, Sentrol-Registered Trademark-,
Supra-Registered Trademark- and Tecom-TM-.
Interlogix's offerings include the following systems:
- security and life safety systems;
- access control systems;
- video surveillance systems; and
- integrated systems, which link independent electronic systems to a central
communication and control point.
Interlogix's home page on the Internet is http://www.interlogixinc.com. You
can learn more about Interlogix by visiting that site.
DIVIDEND POLICY OF GE (PAGE 54)
The holders of GE common stock receive dividends if and when declared by the
GE board of directors out of legally available funds. In 2000, we declared
dividends on our common stock at a rate of approximately 44% of consolidated
earnings, amounting to a cash dividend of $0.57 per common share. Following
completion of the offer and the merger, we expect to continue paying quarterly
cash dividends on a basis consistent with our past practice. However, the
declaration and payment of dividends will depend upon business conditions,
operating results and our board of directors' consideration of other relevant
factors. No assurance can be given that we will continue to pay dividends on our
common stock in the future.
THE OFFER (PAGE 23)
CONDITIONS OF THE OFFER
Our obligation to pay cash and exchange shares of our common stock for
Interlogix shares pursuant to the offer is subject to several conditions
referred to above under "Questions and Answers
8
about the Proposed Acquisition--What Are the Most Significant Conditions to the
Offer?" and below under "The Offer--Conditions of Our Offer," including
conditions that require that at least a majority of the outstanding shares of
Interlogix common stock, on a fully diluted basis, be tendered and that all
required regulatory approvals are received. Berwind LLC, which owns
approximately 80% of the outstanding shares of Interlogix common stock, has
agreed to tender its shares in the offer. See "The Voting Agreement."
TIMING OF THE OFFER
Our offer is currently scheduled to expire on January 28, 2002; however, we
will extend our offer from time to time in accordance with the merger agreement
as necessary until all the conditions to the offer have been satisfied or, where
permissible, waived. See "The Offer--Extension, Termination and Amendment."
EXTENSION, TERMINATION AND AMENDMENT
If the conditions to the offer are not satisfied or waived on any scheduled
expiration date of the offer, we will extend the offer at any time for the
shortest time periods we reasonably believe are necessary; PROVIDED, that
(i) no single extension shall exceed 10 business days and (ii) we will not be
required to extend the offer beyond June 15, 2002. If we extend our offer, we
will make an announcement to that effect no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled expiration date.
During any such extension, all Interlogix shares previously tendered and not
properly withdrawn will remain subject to the offer, subject to your right to
withdraw your Interlogix shares.
We reserve the right, in our sole discretion (subject to the provisions of
the merger agreement), at any time or from time to time, (i) to extend the offer
for one or more periods of not more than 10 business days as required by any
rule or regulation of the SEC applicable to the offer and (ii) if a majority but
less than 90% of the outstanding Interlogix shares, on a fully diluted basis,
shall have been validly tendered pursuant to the offer and not withdrawn as of
the scheduled or extended expiration date, to extend the offer after the
acceptance of the Interlogix shares thereunder for a further period of time by
means of a subsequent offering period under Rule 14d-11 promulgated under the
Exchange Act for an aggregate period of not more than 20 business days beyond
the latest expiration date that would otherwise be permitted under clause (i) of
this sentence.
Subject to the provisions of the merger agreement, we expressly reserve the
right to increase the total value of the consideration to be paid per share in
the offer. Without the prior written consent of Interlogix, we may not decrease
the total value of the consideration to be paid per share in the offer, change
the form of consideration to be paid, decrease the number of Interlogix shares
sought in the offer, amend the conditions of the offer set forth in the merger
agreement or impose conditions to the offer in addition to those set forth in
the merger agreement.
We will follow any extension, termination, amendment or delay, as promptly
as practicable, with a public announcement. In the case of an extension, any
such announcement will be issued no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled expiration date. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to stockholders in connection with the offer be promptly sent to
stockholders in a manner reasonably designed to inform stockholders of such
change) and without limiting the manner in which we may choose to make any
public announcement, we assume no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
9
EXCHANGE OF SHARES; DELIVERY OF GE COMMON STOCK
On the terms and subject to the conditions of the offer, we will accept for
payment and will pay for all Interlogix shares validly tendered and not properly
withdrawn as soon as we are legally permitted to do so under applicable law and
regulations.
WITHDRAWAL RIGHTS
Your tender of Interlogix shares pursuant to the offer is irrevocable except
that Interlogix shares tendered pursuant to the offer may be withdrawn at any
time prior to the expiration date and, unless we previously accepted and paid
for them pursuant to the offer, may also be withdrawn at any time after
February 26, 2002.
PROCEDURE FOR TENDERING SHARES
For you to validly tender Interlogix shares pursuant to our offer, (a) a
properly completed and duly executed letter of transmittal (or manually executed
facsimile of that document), along with any required signature guarantees, or an
agent's message in connection with a book-entry transfer, which is explained
below, and any other required documents, must be transmitted to and received by
the exchange agent at one of its addresses set forth on the back cover of this
prospectus, and certificates for tendered Interlogix shares must be received by
the exchange agent at such address, or those Interlogix shares must be tendered
pursuant to the procedures for book-entry tender set forth in "The Offer" (and a
confirmation of receipt of such tender received), in each case before the
expiration date, or (b) you must comply with the guaranteed delivery procedures
set forth in "The Offer--Guaranteed Delivery."
APPROVAL OF THE MERGER (PAGE 32)
If at the end of the offer we have received at least a majority but less
than 90% of the outstanding Interlogix shares, we will effect a long-form merger
as permitted under Delaware law which would require notice to and approval by
Interlogix stockholders. If at the end of the offer, however, we have received
90% or more of the then-outstanding Interlogix shares, we will effect a
short-form merger as permitted under Delaware law, which would not require
approval by any other stockholders of Interlogix.
APPRAISAL RIGHTS (PAGE 32)
Holders of Interlogix common stock will not be entitled to appraisal rights
in connection with the offer. They may, however, be entitled to such rights in
connection with the merger under Section 262 of the General Corporation Law of
the State of Delaware. The requirements and procedures for exercising appraisal
rights are described in detail in the section of this prospectus captioned
"Purpose of Our Offer; the Merger; Appraisal Rights" beginning on page 32. A
copy of the appraisal rights provisions of the Delaware statute is attached as
Schedule II to this prospectus.
Holders of GE common stock are not entitled to appraisal rights in
connection with the merger.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES (PAGE 29)
While there can be no certainty, the transaction is structured so that the
offer and the merger will qualify as a tax-free reorganization for U.S. federal
income tax purposes, if:
- the offer and the merger are completed under the current terms of the
merger agreement, and
- the merger is completed promptly after the offer.
10
Assuming that the offer and the merger qualify as a tax-free reorganization,
an Interlogix stockholder will recognize any gain for U.S. federal income tax
purposes only to the extent of the cash received for Interlogix shares, but
otherwise will not recognize gain or loss. The above described tax treatment of
the offer and the merger to Interlogix stockholders depends on, among other
things, some facts that will not be known before the completion of the merger.
See "The Offer--Material Federal Income Tax Consequences" beginning on
page 29. That discussion includes a summary of the tax consequences of
participation in the offer and the merger in the event they do not qualify as a
tax-free reorganization. Interlogix stockholders are urged to consult their tax
advisors on the consequences of participation in the offer or the merger.
GE WILL ACCOUNT FOR THE OFFER AND THE MERGER USING THE PURCHASE METHOD OF
ACCOUNTING (PAGE 41)
GE will account for the offer and the merger as a purchase for financial
reporting purposes. The acquisition of Interlogix is not significant to GE and,
accordingly, GE is not required to include pro forma financial information in
this prospectus.
11
GE SUMMARY SELECTED FINANCIAL DATA
The following selected financial data for each of the five years in the
period ended December 31, 2000 have been derived from GE's consolidated
financial statements, which have been audited by KPMG LLP, independent public
accountants. The financial data as of September 30, 2001 and 2000, and for each
of the nine-month periods then ended, have been derived from GE's unaudited
condensed consolidated financial statements which include, in management's
opinion, all adjustments, consisting of normal recurring adjustments, necessary
to present fairly the results of operations and financial position of GE for the
periods and dates presented. This data should be read in conjunction with the
respective audited and unaudited consolidated financial statements of GE,
including the notes thereto, incorporated herein by reference.
NINE MONTHS ENDED
SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31,
---------------------- ----------------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues.............................. $ 91,938 $ 94,872 $ 129,853 $ 111,630 $ 100,469 $ 90,840 $ 79,179
Net earnings.......................... 9,751 9,150 12,735 10,717 9,296 8,203 7,280
Dividends declared.................... 4,770 4,059 5,647 4,786 4,081 3,535 3,138
Return earned on average share owners'
equity.............................. 18.8% 20.3% 27.5% 26.8% 25.7% 25.0% 24.0%
EARNINGS PER SHARE OF COMMON STOCK(1)
Basic................................. $ 0.98 $ 0.93 $ 1.29 $ 1.09 $ 0.95 $ 0.83 $ 0.73
Diluted............................... 0.97 0.91 1.27 1.07 0.93 0.82 0.72
Dividends Declared(1)................. 0.48 0.41 0.57 0.48 2/3 0.41 2/3 0.36 0.31 2/3
BALANCE SHEET DATA (AS OF END OF THE
PERIOD):
Total assets.......................... 460,097 431,141 437,006 405,200 355,935 304,012 272,402
Long-term borrowings.................. 81,035 75,813 82,132 71,427 59,663 46,603 49,246
Shares outstanding average
(in thousands)(1)................... 9,933,431 9,887,944 9,897,110 9,883,478 9,806,995 9,824,075 9,922,182
------------------------------
(1) Reflects the three-for-one stock split effective on April 27, 2000 and the
two-for-one stock split effective April 28, 1997.
12
INTERLOGIX SUMMARY SELECTED FINANCIAL DATA
The following selected financial data has been derived from Interlogix's
consolidated financial statements, which have been audited by Arthur
Andersen LLP, independent public accountants. Data for the year ended
December 31, 2000, represents that of Interlogix (formerly known as ITI
Technologies, Inc.), the surviving entity and accounting acquirer in a reverse
merger which occurred on May 2, 2000. Data for the four years presented prior to
the merger date is that of SLC Technologies, Inc., the predecessor entity. The
financial data as of September 29, 2001 and September 30, 2000, and for each of
the nine-month periods then ended, have been derived from Interlogix's unaudited
condensed consolidated financial statements which include, in management's
opinion, all adjustments, consisting of normal recurring adjustments, necessary
to present fairly the results of operations and financial position of Interlogix
for the periods and dates presented. This data should be read in conjunction
with the respective audited and unaudited consolidated financial statements of
Interlogix, including the notes thereto, incorporated herein by reference.
FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 29, 2001 SEPTEMBER 30, 2000
------------------- -------------------
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
RESULTS OF OPERATIONS DATA:
Net sales.................... 463.4 377.9
Gross profit................. 197.6 157.1
Operating income (loss),
before management fees..... 40.9 (20.9)
Net income (loss)............ 14.6 (37.1)
EARNINGS PER SHARE:
Basic........................ $ 0.75 $ (2.12)
Diluted...................... $ 0.74 $ (2.12)
Cash dividend per diluted
share...................... $ -- $ --
Basic........................ 19,487,261 17,525,864
Diluted...................... 19,840,892 17,525,864
BALANCE SHEET DATA:
Working capital.............. 124.6 133.6
Total assets................. 628.8 626.3
Total debt, including related
party debt and capital
leases..................... 215.4 256.4
Stockholders' equity......... 262.1 234.9
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(AUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
RESULTS OF OPERATIONS DATA:
Net sales.................... 539.5 427.8 375.6 326.0 275.7
Gross profit................. 226.8 187.0 169.4 141.4 113.8
Operating income (loss),
before management fees..... 2.0 53.4 49.8 36.7 28.0
Net income (loss)............ (28.5) 25.7 20.7 10.1 7.5
EARNINGS PER SHARE:
Basic........................ $ (1.58) $ 1.70 $ 1.36 $ 0.67 $ 0.49
Diluted...................... $ (1.58) $ 1.69 $ 1.36 $ 0.67 $ 0.49
Cash dividend per diluted
share...................... $ -- $ -- $ 0.23 $ -- $ --
Basic........................ 18,008,204 15,170,640 15,170,640 15,170,640 15,170,640
Diluted...................... 18,008,204 15,261,664 15,200,981 15,170,640 15,170,640
BALANCE SHEET DATA:
Working capital.............. 125.1 70.7 54.8 58.5 50.0
Total assets................. 633.0 317.9 273.6 270.5 248.3
Total debt, including related
party debt and capital
leases..................... 227.3 71.3 53.1 79.8 133.1
Stockholders' equity......... 247.0 166.9 147.5 127.6 63.5
13
SIGNIFICANT FACTORS AFFECTING OPERATING RESULTS
Sometimes financial results reported in accordance with generally accepted
accounting principles, or "GAAP", include unusual or infrequent events and
factors which are not expected to occur regularly in the future. Examples of
these events and factors include gains or losses on the sale of businesses, the
costs of completing major acquisitions and of other business development
activities, and the costs of business restructurings. Certain unusual or
infrequent events and transactions, as well as other significant factors and
trends, which may be helpful in understanding the past performance and future
prospects of GE and Interlogix, are described briefly below. The following
discussion should be read together with the "Summary Selected Financial Data" of
GE and Interlogix included on the previous pages and with the "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
Interlogix contained in the annual reports and other information that Interlogix
has filed with the SEC, and with the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of GE contained in the annual
reports and other information that GE has filed with the SEC. See "Where You Can
Find More Information" on page 5.
In considering the Selected Historical Financial Data of GE, you should be
aware that:
- the consolidated financial statements represent the combined results of
all companies that GE directly or indirectly controls; and
- the consolidated financial statements have been restated to reflect a
two-for-one stock split, which took effect on April 28, 1997, and a
three-for-one stock split, which took effect on April 27, 2000.
In considering the Selected Historical Financial Data of Interlogix, you
should be aware that:
- the consolidated financial statements represent the combined results of
Interlogix and its subsidiaries; and
- Stockholders' equity has been retroactively restated to give effect to the
recapitalization that occurred as a result of a reverse merger on May 2,
2000.
14
COMPARATIVE PER SHARE DATA
The following table sets forth selected historical per share data for GE and
historical and equivalent per share data for Interlogix.
We have based the equivalent per share data for Interlogix on the GE per
share data, multiplied by 0.4748. This represents the number of GE shares to be
issued per Interlogix share based, for purposes of comparison, on the average of
the daily volume weighted sales prices per GE share on the New York Stock
Exchange ("NYSE") for the five consecutive trading days ending on December 26,
2001. The average GE price for this period was approximately $40.9235. The
equivalent per share data for Interlogix does not give effect to the $19.43 cash
to be paid per share.
Stockholders should read the information set forth below in conjunction with
the historical consolidated financial data of GE and Interlogix incorporated by
reference herein.
The offer and the merger is not a "significant business combination" for GE
under the SEC's rules and regulations, therefore no pro forma financial
information has been included in this prospectus.
NINE MONTHS ENDED FISCAL YEAR ENDED
SEPTEMBER 30, 2001 DECEMBER 31, 2000
------------------- ------------------
INTERLOGIX HISTORICAL:
Earnings per share, diluted................................ $ 0.74 $(1.58)
Dividends per share, net................................... -- --
Book Value per share....................................... 13.21 13.72
GE HISTORICAL
Earnings per share, diluted................................ $ 0.97 $ 1.27
Dividends per share........................................ 0.48 0.57
Book value per share....................................... 5.40 5.08
HYPOTHETICAL INTERLOGIX EQUIVALENT
Earnings per share, diluted................................ $ 0.46 $ 0.60
Dividends per share, net................................... 0.23 0.27
Book value per share....................................... 2.56 2.41
COMPARATIVE MARKET PRICE INFORMATION
The following table sets forth the historical closing prices per GE share on
the NYSE and Interlogix common share on the Nasdaq National Market ("Nasdaq") on
December 17, 2001, the last trading day prior to the public announcement of the
proposed transaction, and on December 26, 2001, the most recent date for which
prices were available prior to printing and the filing of this document,
respectively, and the equivalent closing price per Interlogix share, based on an
exchange ratio of 0.4748 of a GE share per Interlogix share, plus cash in an
amount of $19.43 per share.
INTERLOGIX INTERLOGIX
GE HISTORICAL HISTORICAL EQUIVALENT
------------- ----------- -----------
December 17, 2001 $ 38.30 $ 28.71 $ 37.61
December 26, 2001 40.55 38.55 38.68
Additional market price information is contained on page 54 under the
caption "Comparative Stock Prices and Dividends."
15
THE COMPANIES
GENERAL ELECTRIC
GE is one of the world's largest and most diversified industrial
corporations. GE has engaged in developing, manufacturing and marketing a wide
variety of products for the generation, transmission, distribution, control and
utilization of electricity since its incorporation in 1892. Over the years, GE
has developed or acquired new technologies or services that have broadened
considerably the scope of its activities.
GE's products include: major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.
GE's services include: product services; electrical product supply houses;
electrical apparatus installation, engineering, repair and rebuilding services;
and computer-related information services. Through its affiliate, the National
Broadcasting Company, Inc., GE delivers network television services, operates
television stations, and provides cable programming and distribution services.
Through another affiliate, GE Capital Services, Inc., GE offers a broad array of
financial and other services, including consumer financing, commercial and
industrial financing, real estate financing, asset management and leasing,
mortgage services, consumer savings and insurance services, and specialty
insurance and reinsurance.
Following the merger, Margaret Acquisition, Inc. will continue the business
of Interlogix as part of GE Industrial Systems. GE Industrial Systems is a
leading supplier of products used to distribute, protect, operate and control
electrical power and equipment, as well as services for commercial and
industrial applications. Major products and services include circuit breakers,
switches, transformers, switchboards, switchgear, meters, relays,
adjustable-speed drives, control and process automation systems, a full range of
AC and DC electric motors and comprehensive technical engineering and power
management solutions.
The name, citizenship, business address, business telephone number,
principal occupation or employment, and five-year employment history for each of
the directors and executive officers of GE and Margaret Acquisition, Inc. and
certain other information are set forth in Schedule I hereto. Except as
described in this Prospectus and in Schedule I hereto, none of GE, Margaret
Acquisition, Inc. or, to the best knowledge of such corporations, any of the
persons listed on Schedule I to the Offer of Purchase has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
GE is headquartered at 3135 Easton Turnpike, Fairfield, Connecticut
06431-0001, (203) 373-2211.
MARGARET ACQUISITION, INC.
Margaret Acquisition, Inc. is a Delaware corporation and a wholly-owned
subsidiary of GE. Margaret Acquisition, Inc. was organized on December 17, 2001
solely for the purposes of acquiring the Interlogix shares tendered in the offer
and merging with Interlogix in the merger. It has not carried on any activities
other than in connection with the merger agreement.
Margaret Acquisition, Inc. is headquartered at 41 Woodford Avenue,
Plainville, Connecticut 06062, (860) 747-7111.
16
INTERLOGIX
Interlogix, Inc., a Delaware corporation formerly known as ITI
Technologies, Inc., was incorporated in 1992. ITI Technologies was formed to
acquire Interactive Technologies, Inc., which began operations in 1980. On
May 2, 2000, pursuant to the terms of an Agreement and Plan of Merger and
Reorganization, SLC Technologies, Inc., a wholly-owned subsidiary of Berwind
LLC, formerly known as Berwind Group Partners, a private company, merged with
and into ITI Technologies, with ITI Technologies as the surviving entity.
Concurrently with the completion of the merger, ITI Technologies changed its
name to Interlogix, Inc.
Interlogix designs, develops, manufactures and distributes a broad range of
components, systems and services for security, life safety and lifestyle
enhancements. These solutions are directed toward the requirements of both
business and consumers on a global basis. Interlogix's products and services are
provided through an array of channels, including direct sales, and wholesale
distribution, specialized distribution and system integrators. Interlogix has
sales and technical support operations in 25 countries and manufacturing and
logistics operations in the United States, Europe, South Africa, Australia and
China. Interlogix is represented by the following brand names:
Aritech-Registered Trademark-, Caddx-Registered Trademark-,
Casi-Rusco-Registered Trademark-, ESL-Registered Trademark-, Fiber
Options-Registered Trademark-, GBC-Registered Trademark-,
ITI-Registered Trademark-, Kalatel-Registered Trademark-,
Sentrol-Registered Trademark-, Supra-Registered Trademark- and Tecom-TM-.
Interlogix's offerings include the following systems:
- security and life safety systems;
- access control systems;
- video surveillance systems; and
- integrated systems, which link independent electronic systems to a central
communication and control point.
Interlogix manages its business through three geographic segments: North
America, Europe and Africa, and Rest of World. Interlogix has three business
groups that operate within each geographic segment: the Security and Lifesafety
Group, Enterprise Technologies, and Key Management. The Security and Lifesafety
Group accounted for approximately 63% of consolidated revenue for the nine
months ended September 29, 2001, while Enterprise Technologies and Key
Management represented approximately 24% and 13%, respectively, of consolidated
revenue for the same period. Interlogix is headquartered at 114 West 7th Street,
Suite 1300, Austin, Texas 78701, (512) 381-2760.
REASONS FOR THE OFFER
At a meeting held on December 17, 2001, the Interlogix board, by a unanimous
vote of the directors present, approved the merger agreement and the
transactions contemplated thereby, including the offer and the merger, and
determined that the transactions contemplated by the merger agreement, including
the offer and the merger, were fair to and in the best interests of Interlogix
and its stockholders. The Interlogix board has unanimously recommended that
Interlogix's stockholders accept the offer and tender their shares pursuant to
the offer.
Information about the recommendation of Interlogix's board of directors is
more fully set forth in Interlogix's Solicitation/Recommendation Statement on
Schedule 14D-9, which is being mailed to Interlogix stockholders together with
this prospectus.
BACKGROUND OF THE OFFER
In March 2001, Kenneth L. Boyda, the President and Chief Executive Officer
of Interlogix, began discussions with representatives of Berwind LLC regarding
some of the strategic issues facing Interlogix. As a result of those
discussions, Mr. Boyda, Michael S. Lafair, the Vice President and
17
General Counsel of Interlogix, and an executive from a major division of
Interlogix, attended a meeting on April 9, 2001 with representatives of Berwind
LLC, including two individuals, Lawrence C. Karlson and James L. Hamling, who
are also directors of Interlogix. At the meeting, Mr. Boyda presented his views
on the industry dynamics facing Interlogix, discussing in particular the
increasing consolidation in the industry led by multinational corporations many
times the size, and with much greater resources, than Interlogix. The
participants discussed some of the options available to maximize shareholder
value and the risks associated with those alternatives. Mr. Boyda discussed his
view that Interlogix could not stand still; Interlogix needed to grow by
acquisition to be competitive as the industry consolidated further or it needed
to partner with another company. He also stated that growth by acquisition would
likely require Interlogix to issue stock. Representatives of Berwind LLC
expressed concern over some of the alternatives, such as growth by acquisition,
citing integration risks in acquisitions and Berwind's desire not to be diluted
to a minority stockholder position.
On May 22, 2001 Mr. Boyda and John R. Logan, the Senior Vice President and
Chief Financial Officer of Interlogix, held another meeting regarding
Interlogix's strategic alternatives with representatives of Berwind LLC.
Mr. Karlson and Mr. Hamling also attended this meeting. On the next day,
Messrs. Boyda, Karlson and Hamling reviewed these discussions with the board of
directors of Interlogix at a regularly scheduled meeting of the board. After
discussion with the board, Mr. Boyda began discussions with UBS Warburg
regarding the engagement of UBS Warburg LLC as financial advisor to review
strategic alternatives for the board.
At a meeting of Interlogix's board of directors of Interlogix on July 25,
2001, Mr. Boyda led a discussion on some of the strategic issues facing
Interlogix. UBS Warburg also presented its analysis of the strategic
alternatives facing Interlogix. During this discussion, the board discussed the
merits and risks of a standalone strategy, of growth through acquisition and of
a sale of Interlogix or a sale of a significant division of Interlogix. As a
result of the discussion, Mr. Boyda and Mr. Karlson were authorized to negotiate
an engagement letter with UBS Warburg to explore strategic alternatives for
Interlogix. Upon execution of the engagement letter, UBS Warburg was authorized
to solicit interest in a strategic combination with a number of parties
identified by it and management as likely candidates. On August 8, 2001,
Interlogix executed an engagement letter with UBS Warburg.
In August, Mr. Boyda discussed a strategic combination with a potential
partner and arranged for a meeting with this potential partner, senior
executives of Interlogix and UBS Warburg. In mid-September, UBS Warburg began
contacting a limited number of companies to assess their interest in a strategic
combination with Interlogix. In all, UBS Warburg approached eleven companies to
assess their interest in a strategic combination. Of these, nine signed
confidentiality agreements and received a confidential executive summary
prepared by Interlogix. UBS Warburg then invited each of these nine companies to
submit an indication of interest for a combination with Interlogix.
On October 23, 2001, UBS Warburg reviewed with the board of directors of
Interlogix the two indications of interest it had received by that date,
including the indication of interest it had received from GE. The other
interested party (the "alternative bidder") was an industrial company with
complementary operations, but with an equity market capitalization of less than
$10 billion. UBS Warburg analyzed both indications of interest and reviewed with
the board information on each of the companies. UBS Warburg also believed it
would be receiving a third indication of interest from another interested
company within the next few days. In the course of the board discussion, UBS
Warburg noted that the indication of interest from the alternative bidder
contemplated that Interlogix stockholders would receive all stock in the
alternative bidder as consideration in the combination. Given the market
capitalization of the alternative bidder, Berwind LLC would be a significant
stockholder of the alternative bidder and could likely face significant costs,
risks and delays if it tried to monetize its stake in the alternative bidder.
Board members associated with Berwind LLC stated that they believed that Berwind
LLC would discount the nominal value of an offer where there would be high costs
or a long time frame to monetize the consideration. They noted that liquidity
would be an
18
important factor in Berwind LLC's evaluation of any proposal. As a result of the
meeting, the board authorized Interlogix and UBS Warburg to proceed to a second
phase with the two participants who had submitted indications of interest.
During this phase, the participants would receive management presentations,
access to a data room, facility visits and further access to management for due
diligence. In late October, UBS Warburg received the anticipated third
indication of interest. The board members were informed of this indication, and
UBS Warburg and Interlogix also permitted this third participant to participate
in the second phase of the process.
During the next month, senior management and UBS Warburg met with the three
participants. Each of the participants received formal management presentations,
had repeated access to data rooms with confidential information regarding
Interlogix and had access to senior management to answer questions regarding
Interlogix. During the course of this process, UBS Warburg informed all the
participants that final proposals would be required by December 6, 2001.
In late October and November, two other companies independently approached
UBS Warburg expressing an interest in joining the process. At a board meeting on
November 27, 2001, the Interlogix board approved inviting one of these companies
to join the process. However, because this fourth company was a direct
competitor of Interlogix in several important product lines, the board
authorized, on the recommendation of management, that this new participant be
given only limited access to management and diligence materials, and required
that its proposal be submitted by December 6, along with the other participants.
Upon execution of a confidentiality agreement, this fourth participant was
permitted to join the process on these terms.
In November, representatives of Berwind LLC repeated its concerns to UBS
Warburg regarding the fact that the alternative bidder's indication of interest
had proposed an all-stock transaction. If Interlogix proceeded with that
transaction, Berwind would be a significant holder of the stock of the
alternative bidder and would want to monetize any securities received promptly.
The representatives of Berwind LLC requested that Interlogix communicate to the
alternative bidder Berwind LLC's concerns. The board authorized UBS Warburg,
along with a representative of Berwind LLC, to communicate to the alternative
bidder Berwind LLC's concerns and desire to monetize promptly any securities
received in a transaction. This communication was made on December 3, 2001.
On December 6, GE and the alternative bidder each submitted a proposal. Each
bidder's respective proposal included a markup of a proposed form of merger
agreement prepared by Dechert and a markup of a proposed voting agreement to be
executed by Berwind LLC. The other two participants declined to submit
proposals.
The GE proposal contemplated a stated equity value of $33.21 per share,
based on the assumptions set forth in the proposal, payable 50% in cash and 50%
in stock (with the value of the stock calculated using a floating exchange
ratio, consistent with Interlogix's proposed form of agreement). The GE proposal
also contained a number of significant contractual issues effecting the timing
of an agreement and the certainty of closing. Further, the GE proposal
contemplated that Berwind LLC would grant GE an option to purchase up to half of
its stock in Interlogix and that Berwind LLC would be effectively prohibited
from supporting any other transaction for nine months if the merger agreement
were terminated.
The proposal from the alternative bidder had a stated value per share of
$38.98, based on the assumptions set forth in the proposal, payable entirely in
stock of the alternative bidder. The alternative bidder proposed a fixed
exchange ratio, with Interlogix having the right to terminate the merger
agreement if the value of the stock declined by 15% or more. This proposal
contemplated that the alternative bidder would have a two week period to finish
its due diligence; during this period Interlogix would be prohibited from
negotiating with any other party or soliciting any other bids.
19
On December 7, after reviewing the proposals, representatives of Berwind LLC
contacted Dechert and UBS Warburg and stated that the proposal from the
alternative bidder did not directly address Berwind LLC's ability to monetize
the stock it received from the alternative bidder. On the afternoon of
December 7, 2001, UBS Warburg discussed this issue with the alternative bidder.
On the evening of December 9, the alternative bidder left a message with UBS
Warburg communicating that it would be willing to allow Berwind LLC to sell its
shares in an underwritten offering immediately upon the close of a transaction.
On the morning of December 10, 2001, the Interlogix board held a telephonic
board meeting to review the proposals. Attending the board meeting were Company
counsel and representatives of UBS Warburg. During the course of the call, UBS
Warburg reviewed the economic terms of the two proposals and Dechert reviewed
the legal terms. UBS Warburg and Dechert updated the board on the additional
communications with the alternative bidder regarding the desire for liquidity.
At the meeting, board members associated with Berwind LLC indicated that Berwind
needed further time to study the two offers and would be in a position to report
its views by the end of the day. The board appointed an Advisory Committee to
direct the efforts of Interlogix's representatives in conducting negotiations
with the two bidders. The members of the Committee were Mr. Karlson, the
Chairman of the Committee, Thomas L. Auth, Chairman of the Board of Interlogix
and Donald L. Seeley, Chairman of the Board's Audit Committee. Mr. Karlson is a
consultant to a number of entities affiliated with Berwind LLC.
Late that afternoon, the Advisory Committee held a meeting with Mr. Lafair
and Company's outside counsel to discuss the terms of the two proposals. At the
request of Mr. Karlson, the Committee invited J.P. Morgan Securities, Inc.
("JPMorgan"), financial advisor to Berwind, and other representatives of Berwind
LLC to the meeting. JPMorgan indicated that, given the cost to monetize the
stock of the alternative bidder and the relative volatility of the stock of the
alternative bidder, the offers were essentially equivalent on a risk-adjusted
basis. Representatives of UBS Warburg then joined the call. After further review
of the two bids and the views of Berwind LLC on the two bids, the Advisory
Committee directed UBS Warburg to inform GE that it needed to increase its
value. Second, UBS Warburg was directed to inform the alternative bidder that it
needed to increase the price of its offer, in cash, and needed to reduce the
risk to Interlogix's stockholders of the volatility in the alternative bidder's
stock.
In the afternoon of December 11, the Advisory Committee held another meeting
to receive an update from UBS Warburg. UBS Warburg reported that the alternative
bidder would be responding to the Committee's request on the morning of
Wednesday, December 12. UBS Warburg also reported that GE had not agreed to
increase its offer at that time.
The alternative bidder submitted a revised proposal in writing on Wednesday,
December 12. In the revised proposal, the alternative bidder increased its
purchase price by $75 million, in cash, and modified its proposal generally in
the manner requested to reduce the risks associated with a decline in the price
of its stock, but had also limited the ability for Interlogix's stockholders to
benefit from an increase in the value of its stock.
UBS Warburg reported this to the Advisory Committee on a conference call
that afternoon. During the course of the call, representatives of Berwind LLC
noted that they would need some time to study the revised offer by the
alternative bidder. In a second Advisory Committee conference call later that
afternoon, representatives of Berwind stated that given the increase in price
and the adjustments that the alternative bidder had made to lessen the
volatility risk, Berwind LLC thought that GE would have to increase its bid by a
significant amount to make its bid preferable to the revised proposal submitted
by the alternative bidder. Company counsel then reviewed the major legal items
in the terms of the merger agreement and voting agreement submitted by each of
the bidders. At the conclusion of the review, the Advisory Committee determined
to advise GE that it had to raise its bid by a significant amount and make a
series of changes to its contract markups.
20
Following the Advisory Committee call, UBS Warburg contacted GE and gave GE
the information as directed by the Advisory Committee. On the morning of
December 13, UBS Warburg, Company counsel and representatives of Berwind had a
series of conference calls with representatives of GE to discuss the major
contract points that had been raised with GE.
The Advisory Committee had a telephonic meeting in the early afternoon of
December 13 to receive an update on the day's discussions with GE. UBS Warburg
reported that GE had increased its offer by $120 million but had requested
exclusivity through December 17. In response to this, the Advisory Committee
instructed Company counsel to continue working with GE to see if they could
resolve the major issues on the merger agreement and voting agreement and report
to the Advisory Committee later that day. Company counsel also reviewed with the
Advisory Committee the major contract items open with the alternative bidder,
and the Advisory Committee requested that a list of issues be prepared and
communicated to the alternative bidder on the major items in its mark-up of the
agreements.
Company counsel and a representative of Berwind spent the balance of the day
negotiating with GE on the major contract points. During the course of the
discussions, GE stated that it was having a board meeting on the morning of
December 14. In order to present this transaction for board approval GE needed
to know that there was the framework of a transaction acceptable to the majority
stockholder and which the Advisory Committee was prepared to recommend to
Interlogix's board, and GE also insisted on exclusivity through the close of
business on Monday, December 17. UBS Warburg, in the early evening of
December 13, also discussed with the alternative bidder the list of major
contract points, as well as its request for further diligence.
In the late evening on December 13, the Advisory Committee held a call to
review the progress of the discussions with GE. Company counsel lead the
Committee through the major points and noted that, while much work needed to be
done, GE had agreed to the major points discussed and agreed to a conceptual
framework with Berwind on the voting agreement. Counsel also reported that a
number of issues, such as the appropriate assumptions to be used in the
calculation for the per share consideration, had not yet been addressed. UBS
Warburg reported that the alternative bidder had been responsive to a number of
the points raised with it, but still insisted on further due diligence. Dechert
was authorized to communicate to GE that the majority shareholder was prepared
to accept, and the Advisory Committee was prepared to recommend that the board
accept, the GE proposal, as modified. Dechert also advised GE that the Advisory
Committee wanted more progress on the agreements by the time of the board
meeting.
In the early morning on December 14, the Advisory Committee held another
meeting with representatives of Dechert, UBS Warburg, Mr. Boyda and Mr. Lafair.
Dechert gave an update on the discussions with GE, and UBS Warburg gave an
update on the responses from the alternative bidder. UBS Warburg noted that the
alternative bidder had agreed in concept to most of the contract points but was
still insisting on an exclusivity period to complete its due diligence. At the
conclusion of the meeting, the Advisory Committee instructed Dechert and UBS to
continue the negotiations with GE to reach an acceptable form of contract and
instructed UBS Warburg to press the alternative bidder on the diligence
requirement.
During the course of the day, Dechert, UBS Warburg and representatives of GE
negotiated the contract. In addition, UBS Warburg continued phone conversations
with the alternative bidder regarding the due diligence condition. The
alternative bidder communicated to UBS Warburg that it would require at least a
week to complete its due diligence and that it would not be prepared to execute
an agreement without this additional due diligence.
On December 14, the entire Interlogix board convened a telephonic meeting
for an update on the process from the Advisory Committee and the representatives
of Interlogix. At the meeting, the members of the Advisory Committee expressed
their views on the status of the negotiations. UBS
21
Warburg reported the conversations with the alternative bidder including the
statement that it was not willing to execute an agreement without additional due
diligence and their estimate of the time it would take for the additional due
diligence. UBS Warburg also noted that they had received during the course of
the day a list of due diligence points from the alternative bidder which
included some significant, time-consuming items. UBS Warburg believed that the
alternative bidder would expect exclusivity during this time period. Mr. Boyda
reported on his views on the level of due diligence being requested by the
alternative bidder. Mr. Karlson also asked Dechert to give a report on the
status of the contract discussions with GE. Dechert reported that while the
discussions had been constructive and productive, they were far from complete.
UBS Warburg also noted that the assumptions to be used in the calculation of the
actual per share purchase price had yet to be addressed and would take some time
to work through. UBS Warburg also reported on GE's request for exclusivity
through Monday, December 17, to finalize the transaction. Mr. Hamling, in his
capacity as a representative of Berwind LLC, stated that particularly in light
of the diligence issue with the alternative bidder, Berwind LLC was prepared to
support the GE proposal as negotiated to date. After discussion, the board voted
unanimously to grant GE exclusivity through midnight on Monday, December 17.
That evening and throughout the weekend, representatives of Interlogix and
GE continued negotiations on the terms of the merger agreement and the voting
agreement.
On Monday, December 17, GE and its representatives met with Interlogix's
counsel, UBS Warburg and representatives of Berwind at the offices of Dechert in
Philadelphia. During the course of the day, the parties finalized the terms of
the agreements, subject to certain outstanding business issues. In the early
afternoon of December 17, the Advisory Committee met again to discuss the open
issues, including calculation of the purchase price. Following this meeting,
Dechert and UBS Warburg communicated the Advisory Committee's position on these
issues to GE. During the course of the day, GE and its advisors and Interlogix
and its advisors negotiated these issues. In the evening, the parties came to an
agreement on the final material open issue, the purchase price for the
transaction. Interlogix promptly scheduled and commenced a board meeting. At the
board meeting, after review of Interlogix's operations and business by
Mr. Boyda, UBS Warburg reviewed the financial terms of the GE proposal, as
negotiated. Dechert then reviewed in detail the terms of the merger agreement
and voting agreement and then also reviewed with the board the standards of
Delaware law applicable to this transaction. Mr. Hamling, speaking in his
capacity as a representative of Berwind, then noted that the GE proposal was
acceptable. He further stated that Berwind LLC would be unwilling to proceed
with the alternative bidder given the volatility of the alternative bidder's
stock and the delays, risks and costs of achieving liquidity. In commenting on
this view, UBS Warburg also noted the effect the additional diligence
requirement had in evaluating the alternative bidder's proposal. UBS Warburg
then presented the board with its views on the fairness of the offer and merger
from a financial point of view to the stockholders of Interlogix. After
discussion and review of a number of questions from board members, the board
unanimously approved the execution of the merger agreement.
22
THE OFFER
We are offering to exchange cash and shares of GE common stock having a
combined value of $38.86, determined as described below, for each outstanding
share of Interlogix common stock, including the associated rights to purchase
common stock, validly tendered and not properly withdrawn, subject to the terms
and conditions described in this prospectus and the related letter of
transmittal.
The number of shares of GE common stock for which each share of Interlogix
common stock would be exchanged in the offer will be determined by dividing
$19.43 by the average of the volume-weighted sales prices per share of GE common
stock on the NYSE for the five consecutive trading days ending on the second
trading day immediately preceding the first date on which Interlogix shares are
accepted for payment in the offer.
ILLUSTRATIVE TABLE OF EXCHANGE RATIOS AND VALUE OF OFFER/MERGER
CONSIDERATION. Based on the average of the daily volume-weighted sales prices
per GE share on the NYSE for the five consecutive trading days ending on
December 26, 2001, for example, the average GE share price would be $40.9235 and
Interlogix stockholders would receive 0.4748 GE shares for each Interlogix
share. The following table presents:
- illustrative values of the average price of GE trading price with a range
of $36.00 to $40.00 per share;
- illustrative values of the total consideration that would be issued in
connection with the offer and the merger for each share of Interlogix
common stock; and
- the exchange ratio illustrating the number of shares of GE common stock
that would be issued for each share of Interlogix common stock at each of
the average trading prices of GE common stock presented in the table.
VALUE OF OFFER
CASH AMOUNT AVERAGE PRICE OF
PER SHARE GE COMMON STOCK EXCHANGE RATIO
----------------------------- ----------------------------- -----------------------------
$19.43 36.00 .5397
$19.43 37.00 .5251
$19.43 38.00 .5113
$19.43 39.00 .4982
$19.43 40.00 .4858
You should understand that the number of the shares in the above table was
calculated based on hypothetical share prices and exchange ratios. The actual
value of the shares that you will receive will likely have a value of more or
less than $19.43 for each share of Interlogix common stock validly tendered and
not properly withdrawn because the actual exchange ratio will be calculated
using the volume weighted stock prices during a five-day period ending two
business days before expiration of the offer. See calculation of Interlogix
equivalent based on historical closing prices per GE share under "Comparative
Per Share Data."
The term "expiration date" means 12:00 midnight, New York City time, on
January 28, 2002, unless we extend the period of time for which the offer is
open, in which case the term "expiration date" means the latest time and date on
which the offer, as so extended, expires.
Interlogix stockholders can call our information agent, Morrow & Co., Inc.,
at any time collect at (212) 754-8000 or toll free at (800) 607-0088 for answers
to your questions regarding the offer, including to find out the number of
shares of GE common stock to be received in the offer. Two business days prior
to the expiration of the offer, such number of shares will be calculated based
upon
23
the daily volume weighted sales prices per share of GE common stock for a five
consecutive trading day period. Once the final exchange ratio has been
determined, you may contact our information agent to find out the exact number
of shares of GE common stock to be received in the offer.
You will not receive any fractional shares of GE common stock. Instead, you
will receive additional cash in an amount equal to the market value, determined
on the first date on which shares are accepted in the offer, of any fractional
shares you would otherwise have been entitled to receive.
If you are the record owner of your shares and you tender your shares
directly to the exchange agent, you will not be obligated to pay any charges or
expenses of the exchange agent or any brokerage commissions. If you own your
shares through a broker or other nominee, and your broker tenders the shares on
your behalf, your broker may charge you a fee for doing so. You should consult
your broker or nominee to determine whether any charges will apply.
We are making this offer in order to acquire all of the outstanding shares
of Interlogix common stock, including the associated rights to purchase common
stock. We intend, as soon as possible after completion of the offer, for
Interlogix to merge with and into Margaret Acquisition, Inc. The purpose of the
merger is to complete the acquisition of all of the Interlogix shares not
tendered and exchanged pursuant to the offer. In the merger, each then
outstanding share of Interlogix common stock (except for treasury shares of
Interlogix and shares that we hold for our own account and dissenters' shares)
would be converted into the same amount of cash and shares of GE common stock
per Interlogix share as is paid in the offer, without interest.
Our obligation to exchange cash and shares of GE common stock for Interlogix
shares pursuant to the offer is subject to several conditions referred to below
under "--Conditions of Our Offer," including the minimum tender condition, the
regulatory approvals condition and other conditions that are discussed below.
TIMING OF OUR OFFER
Our offer is scheduled to expire at 12:00 midnight, New York City time on
January 28, 2002. For more information, you should read the discussion under the
caption "The Offer--Extension, Termination and Amendment."
EXTENSION, TERMINATION AND AMENDMENT
If the conditions to the offer are not satisfied or waived on any scheduled
expiration date of the offer, we will extend the offer at any time for the
shortest time periods we reasonably believe are necessary; PROVIDED, that
(i) no single extension shall exceed 10 business days and (ii) we will not be
required to extend the offer beyond June 15, 2002. If we decide to so extend our
offer, we will make an announcement to that effect no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
expiration date.
During any such extension, all Interlogix shares previously tendered and not
properly withdrawn will remain subject to the offer, subject to your right to
withdraw your Interlogix shares. You should read the discussion under the
caption "--Withdrawal Rights" for more details.
We reserve the right, in our sole discretion (subject to the provisions of
the merger agreement), at any time or from time to time:
(i) to extend the offer for one or more periods of not more than 10 business
days as required by any rule or regulation of the SEC applicable to the
offer; and
(ii) if at least a majority but less than 90% of the outstanding Interlogix
shares, on a fully diluted basis, shall have been validly tendered
pursuant to the offer and not withdrawn as of the scheduled or extended
expiration date, to extend the offer after the acceptance of the
24
Interlogix shares thereunder for a further period of time by means of a
subsequent offering period under Rule 14d-11 promulgated under the
Exchange Act for an aggregate period of not more than 20 business days
beyond the latest expiration date that would otherwise be permitted
under clause (i) of this sentence.
Subject to the provisions of the merger agreement, we expressly reserve the
right to increase the total value of the consideration to be paid per share in
the offer. Without the prior written consent of Interlogix, we may not decrease
the total value of the consideration to be paid per share in the offer, change
the form of consideration to be paid, decrease the number of Interlogix shares
sought in the offer, amend the conditions of the offer set forth in the merger
agreement or impose conditions to the offer in addition to those set forth in
the merger agreement.
We will follow any extension, termination, amendment or delay, as promptly
as practicable, with a public announcement. In the case of an extension, any
announcement will be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to stockholders in connection with the offer be promptly sent to
stockholders in a manner reasonably designed to inform stockholders of the
change) and without limiting the manner in which we may choose to make any
public announcement, we assume no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
If we make a material change in the terms of our offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required under the Exchange Act. If, prior to the
expiration date, we change the percentage of Interlogix shares being sought or
the consideration offered to you, that change will apply to all holders whose
Interlogix shares are accepted for exchange pursuant to our offer. If, at the
time notice of that change is first published, sent or given to you, the offer
is scheduled to expire at any time earlier than the tenth business day from and
including the date that the notice is first so published, sent or given, we will
extend the offer until the expiration of that 10 business day period. For
purposes of our offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time.
EXCHANGE OF INTERLOGIX SHARES; DELIVERY OF GE COMMON STOCK
On the terms and subject to the prior satisfaction or waiver of the
conditions of our offer, we will accept for payment and will pay for all
Interlogix shares validly tendered and not properly withdrawn as soon as we are
legally permitted to do so under applicable law and regulation. In all cases,
exchange of Interlogix shares tendered and accepted for exchange pursuant to the
offer will be made only after timely receipt by the exchange agent of
certificates:
- for those Interlogix shares (or a confirmation of a book-entry transfer of
those Interlogix shares in the exchange agent's account at The Depository
Trust Company ("DTC"));
- a properly completed and duly executed letter of transmittal (or a
manually signed facsimile of that document); and
- any other required documents.
For purposes of the offer, we will be deemed to have accepted for exchange
Interlogix shares validly tendered and not properly withdrawn when we notify the
exchange agent of our acceptance of the tenders of those Interlogix shares
pursuant to the offer. In exchange for Interlogix shares tendered pursuant to
the offer the exchange agent will deliver GE common stock and cash, less the
amount of any required withholding taxes, as soon as practicable after receipt
of our notice. The exchange agent will act as agent for tendering stockholders
for the purpose of receiving GE common stock and cash
25
and any additional payment pursuant to the terms of the merger agreement from us
and transmitting such stock and cash to you. You will not receive any interest
on any cash that we pay you, even if there is a delay in making the exchange.
If we do not accept any tendered Interlogix shares for exchange pursuant to
the terms and conditions of the offer for any reason, or if certificates are
submitted for more Interlogix shares than are tendered, we will return
certificates for such unexchanged Interlogix shares without expense to the
tendering stockholder or, in the case of Interlogix shares tendered by
book-entry transfer of such Interlogix shares into the exchange agent's account
at DTC pursuant to the procedures set forth below under the discussion entitled
"--Procedures for Tendering," those Interlogix shares will be credited to an
account maintained within DTC, as soon as practicable following expiration or
termination of the offer.
If we increase the consideration offered to Interlogix stockholders in the
offer prior to the expiration date, such increased consideration will be given
to all stockholders whose Interlogix shares are tendered pursuant to the offer,
whether or not such Interlogix shares were tendered or accepted for exchange
prior to such increase in consideration.
CASH INSTEAD OF FRACTIONAL SHARES OF GE COMMON STOCK
GE will not issue certificates representing fractional shares of its common
stock pursuant to the offer. Instead, each tendering stockholder who would
otherwise be entitled to a fractional share of our common stock (after
aggregating all fractional shares of GE common stock that would otherwise be
received by the stockholder) will receive cash (rounded up to the nearest whole
cent) in an amount equal to the product obtained by multiplying that fraction by
the closing sale price for a share of GE common stock on the NYSE (as reported
in The Wall Street Journal) on the first date on which Interlogix shares are
accepted for payment and exchange in the offer.
PROCEDURES FOR TENDERING
For you to validly tender Interlogix shares pursuant to the offer, (a) a
properly completed and duly executed letter of transmittal (or manually executed
facsimile of that document), along with any required signature guarantees, or an
agent's message in connection with a book-entry transfer, and any other required
documents, must be transmitted to and received by the exchange agent at one of
its addresses set forth on the back cover of this prospectus, and certificates
for tendered Interlogix shares must be received by the exchange agent at such
address or those Interlogix shares must be tendered pursuant to the procedures
for book-entry tender set forth below (and a confirmation of receipt of such
tender received (we refer to this confirmation below as a "book-entry
confirmation")), in each case before the expiration date, or (b) you must comply
with the guaranteed delivery procedures set forth below.
The term "agent's message" means a message, transmitted by DTC to, and
received by, the exchange agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the
participant in DTC tendering the Interlogix shares which are the subject of the
book-entry confirmation, that the participant has received and agrees to be
bound by the terms of the letter of transmittal and that we may enforce that
agreement against the participant.
The exchange agent will establish accounts with respect to the Interlogix
shares at DTC for purposes of the offer within two business days after the date
of this prospectus, and any financial institution that is a participant in DTC
may make book-entry delivery of the Interlogix shares by causing DTC to transfer
such Interlogix shares into the exchange agent's account in accordance with
DTC's procedure for the transfer. However, although delivery of Interlogix
shares may be effected through book-entry at DTC, the letter of transmittal (or
a manually signed facsimile thereof), with any required signature guarantees, or
an agent's message in connection with a book-entry transfer, and any
26
other required documents, must, in any case, be transmitted to and received by
the exchange agent at one or more of its addresses set forth on the back cover
of this prospectus prior to the expiration date, or the guaranteed delivery
procedures described below must be followed.
Signatures on all letters of transmittal must be guaranteed by an eligible
institution, except in cases in which Interlogix shares are tendered either by a
registered holder of Interlogix shares who has not completed the box entitled
"Special Issuance Instructions" on the letter of transmittal or for the account
of an eligible institution.
If the certificates for Interlogix shares are registered in the name of a
person other than the person who signs the letter of transmittal, or if
certificates for unexchanged Interlogix shares are to be issued to a person
other than the registered holder(s), the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner or owners appear on the certificates, with
the signature(s) on the certificates or stock powers guaranteed in the manner we
have described above.
THE METHOD OF DELIVERY OF INTERLOGIX SHARE CERTIFICATES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY
TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, WE RECOMMEND
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES,
YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO CASH
RECEIVED PURSUANT TO OUR OFFER, YOU MUST PROVIDE THE EXCHANGE AGENT WITH YOUR
CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY WHETHER YOU ARE SUBJECT TO
BACKUP WITHHOLDING OF FEDERAL INCOME TAX BY COMPLETING THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. SOME STOCKHOLDERS (INCLUDING, AMONG
OTHERS, ALL CORPORATIONS AND SOME FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO THESE
BACKUP WITHHOLDING AND REPORTING REQUIREMENTS. IN ORDER FOR A FOREIGN INDIVIDUAL
TO QUALIFY AS AN EXEMPT RECIPIENT, THE STOCKHOLDER MUST SUBMIT A FORM W-8BEN,
SIGNED UNDER PENALTIES OF PERJURY, ATTESTING TO THAT INDIVIDUAL'S EXEMPT STATUS.
WITHDRAWAL RIGHTS
Your tender of Interlogix shares pursuant to the offer is irrevocable,
except that Interlogix shares tendered pursuant to the offer may be withdrawn at
any time prior to the expiration date, and, unless we have previously paid for
and exchanged them pursuant to the offer, may also be withdrawn at any time
after 60 calendar days after commencement, February 26, 2002.
For your withdrawal to be effective, the exchange agent must receive from
you a written, telex or facsimile transmission notice of withdrawal at one of
its addresses set forth on the back cover of this prospectus, and your notice
must include your name, address, social security number, the certificate
number(s) and the number of Interlogix shares to be withdrawn as well as the
name of the registered holder, if it is different from that of the person who
tendered those Interlogix shares. If Interlogix shares have been tendered
pursuant to the procedures for book-entry tender discussed under the caption
entitled "Procedure for Tendering," any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn
Interlogix shares and must otherwise comply with DTC's procedures. If
certificates have been delivered or otherwise identified to the exchange agent,
the name of the registered holder and the serial numbers of the particular
certificates evidencing the Interlogix shares withdrawn must also be furnished
to the exchange agent, as stated
27
above, prior to the physical release of the certificates. We will decide all
questions as to the form and validity (including time of receipt) of any notice
of withdrawal, in our sole discretion, and our decision shall be final and
binding.
A financial institution must guarantee all signatures on the notice of
withdrawal. Most banks, savings and loan associations and brokerage houses are
able to effect these signature guarantees for you. The financial institution
must be a participant in the Securities Transfer Agents Medallion Program, an
"eligible institution," unless those Interlogix shares have been tendered for
the account of an eligible institution.
Neither we, the exchange agent, the information agent nor any other person
will be under any duty to give notification of any defects or irregularities in
any notice of withdrawal or will incur any liability for failure to give any
notification. Any Interlogix shares properly withdrawn will be deemed not to
have been validly tendered for purposes of our offer. However, you may retender
withdrawn Interlogix shares by following one of the procedures discussed under
the captions entitled "--Procedures for Tendering" or "--Guaranteed Delivery" at
any time prior to the expiration date.
GUARANTEED DELIVERY
If you wish to tender Interlogix shares pursuant to our offer and your
certificates are not immediately available or you cannot deliver the
certificates and all other required documents to the exchange agent prior to the
expiration date or cannot complete the procedure for book-entry transfer on a
timely basis, your Interlogix shares may nevertheless be tendered, so long as
all of the following conditions are satisfied:
(a) you make your tender by or through an eligible institution;
(b) a properly completed and duly executed notice of guaranteed delivery,
substantially in the form made available by us, is received by the
exchange agent as provided below on or prior to the expiration date; and
(c) the certificates for all tendered Interlogix shares (or a confirmation
of a book-entry transfer of such securities into the exchange agent's
account at DTC as described above), in proper form for transfer, together
with a properly completed and duly executed letter of transmittal (or a
manually signed facsimile thereof), with any required signature
guarantees (or, in the case of a book-entry transfer, an agent's message)
and all other documents required by the letter of transmittal are
received by the exchange agent within three Nasdaq trading days after the
date of execution of such notice of guaranteed delivery.
You may deliver the notice of guaranteed delivery by hand or transmit it by
facsimile transmission or mail to the exchange agent and you must include a
guarantee by an eligible institution in the form set forth in that notice.
In all cases, we will exchange Interlogix shares tendered and accepted for
exchange pursuant to our offer only after timely receipt by the exchange agent
of certificates for Interlogix shares (or timely confirmation of a book-entry
transfer of such securities into the exchange agent's account at DTC as
described above), properly completed and duly executed letter(s) of transmittal
(or a manually signed facsimile(s) thereof), or an agent's message in connection
with a book-entry transfer, and any other required documents.
28
By executing a letter of transmittal as set forth above, you irrevocably
appoint our designees as your attorneys-in-fact and proxies, each with full
power of substitution, to the full extent of your rights with respect to your
Interlogix shares tendered and accepted for exchange by us and with respect to
any and all other Interlogix shares and other securities issued or issuable in
respect of the Interlogix shares on or after December 28, 2001. That appointment
is effective, and voting rights will be affected, when and only to the extent
that we deposit the shares of our common stock for Interlogix shares that you
have tendered with the exchange agent. All such proxies shall be considered
coupled with an interest in the tendered Interlogix shares and therefore shall
not be revocable. Upon the effectiveness of such appointment, all prior proxies
that you have given will be revoked, and you may not give any subsequent proxies
(and, if given, they will not be deemed effective). Our designees will, with
respect to the Interlogix shares for which the appointment is effective, be
empowered, among other things, to exercise all of your voting and other rights
as they, in their sole discretion, deem proper at any annual, special or
adjourned meeting of Interlogix's stockholders or otherwise. We reserve the
right to require that, in order for Interlogix shares to be deemed validly
tendered, immediately upon our exchange of those Interlogix shares, we must be
able to exercise full voting rights with respect to such Interlogix shares.
We will determine questions as to the validity, form, eligibility (including
time of receipt) and acceptance for exchange of any tender of Interlogix shares,
in our sole discretion, and our determination shall be final and binding. We
reserve the absolute right to reject any and all tenders of Interlogix shares
that we determine are not in proper form or the acceptance of or exchange for
which may, in the opinion of our counsel, be unlawful. Margaret
Acquisition, Inc. expressly reserves the right to increase the exchange ratio or
to make any other changes in the terms and conditions of the offer; PROVIDED,
HOWEVER, that (a) the minimum condition may be amended or waived only with the
prior written consent of Interlogix and (b) no change may be made that changes
the form of consideration to be paid, decreases the price per share or the
number of shares sought in the offer, imposes conditions to the offer in
addition to those set forth in the merger agreement, extends the expiration date
of the offer beyond the initial expiration date of the offer (except as provided
above) or makes any other change which is adverse to the holders of the shares.
No tender of Interlogix shares will be deemed to have been validly made until
all defects and irregularities in tenders of Interlogix shares have been cured
or waived. Neither we, the exchange agent, the information agent nor any other
person will be under any duty to give notification of any defects or
irregularities in the tender of any Interlogix shares or will incur any
liability for failure to give any such notification. Our interpretation of the
terms and conditions of our offer (including the letter of transmittal and
instructions thereto) will be final and binding.
The tender of Interlogix shares pursuant to any of the procedures described
above will constitute a binding agreement between us and you upon the terms and
subject to the conditions of the offer.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
GENERALLY. The following discussion addresses the material U.S. federal
income tax considerations of the offer and the merger that generally are
applicable to Interlogix stockholders. The following discussion does not deal
with all U.S. federal income tax considerations that may be relevant to certain
Interlogix stockholders in light of their particular circumstances, such as
stockholders who are dealers in securities; who are banks, insurance companies,
or tax-exempt organizations; who are subject to alternative minimum tax; who
hold their shares as part of a hedge, straddle, or other risk reduction
transaction; who are foreign persons; who dissent from the merger; or who
acquired their Interlogix shares through stock option or stock purchase programs
or otherwise as compensation. In addition, it does not address the tax
consequences of the offer and merger under state, local, or foreign tax laws or
the tax consequences of transactions completed before or after the offer and
merger, such as the exercise of options or rights to purchase Interlogix shares
in anticipation of the offer and merger.
29
Furthermore, this discussion is limited to Interlogix stockholders that hold
their Interlogix shares as capital assets and does not consider the tax
treatment of Interlogix stockholders that hold Interlogix shares through a
partnership or other pass-through entity. Interlogix stockholders are urged to
consult their own tax advisors regarding the tax consequences to them of the
offer and merger based on their own circumstances, including the applicable U.S.
federal, state, local, and foreign tax consequences to them of the offer and
merger.
The following discussion is based on the Internal Revenue Code, applicable
Treasury Regulations, judicial decisions, and administrative rulings and
practice, all as of the date of this Registration Statement, all of which are
subject to change. Any such change could be applied to transactions that were
completed before the change, and could affect the accuracy of the statements and
conclusions in this discussion and the tax consequences of the offer and merger
to Interlogix, GE, and/or their respective stockholders.
Neither Interlogix nor GE has requested nor will either request a ruling
from the Internal Revenue Service with regard to any of the tax consequences of
the offer and merger. Dechert, counsel to Interlogix, has rendered its opinion
to Interlogix, and Gibson, Dunn & Crutcher LLP, counsel to GE, has rendered its
opinion to GE, that:
- the offer and merger will constitute a "reorganization" under
Section 368(a) of the Internal Revenue Code; and
- each of Interlogix, GE, and Margaret Acquisition, Inc. will be a party to
the reorganization within the meaning of Section 368(b) of the Internal
Revenue Code.
The opinions of counsel assume the truth and accuracy of certain factual
representations that have been made by Interlogix and GE and which customarily
are given in transactions of this kind. If any of those representations is
inaccurate, the tax consequences of the offer and/or the merger could differ
materially from those described in this discussion. The opinions also are based
upon the assumptions that the offer and the merger will take place in the manner
described in the merger agreement, that the merger will be consummated promptly
following the offer and that at least 40% of the consideration issued in the
offer and the merger to Interlogix stockholders will be GE common stock. In
addition, the federal income tax consequences of the offer and the merger depend
in part on facts that will not be known before the completion of the merger,
some of which are outside the control of the parties, including the number of
shares with respect to which dissenters rights are perfected, the source and
nature of the consideration received by dissenters and the value of GE common
stock on the closing dates of the offer and the merger. There can be no
certainty that the facts will support the treatment of the transaction as a
reorganization, although GE and Interlogix expect that they will. In the event
that the assumptions are incorrect and the ultimate facts do not support
reorganization treatment, the opinions of Dechert and of Gibson, Dunn & Crutcher
LLP that the offer and merger will be treated as a reorganization cannot be
relied upon and the tax consequences of the offer and/or the merger likely would
be as described below under "Consequences if the Offer and Merger are Taxable
Transactions."
Based on the assumption that the offer and merger will constitute a
reorganization, and subject to the limitations and qualifications referred to in
this discussion, the following U.S. federal income tax consequences will result
from the offer and merger:
GAIN RECOGNITION. An Interlogix stockholder who exchanges Interlogix shares
for cash and GE common stock in the offer or the merger generally will recognize
gain in an amount equal to the lesser of:
- the difference between (i) the amount of cash and the fair market value of
the GE common stock received in the exchange and (ii) the stockholder's
basis in the Interlogix shares; and
30
- the amount of cash received in the exchange.
An Interlogix stockholder who exchanges Interlogix shares for cash and GE
common stock will not be permitted to recognize a loss in the exchange.
CHARACTER OF GAIN. The gain recognized by an Interlogix stockholder
receiving a combination of cash and GE common stock in the offer or the merger
generally will be characterized as capital gain. Such gain will be long-term
capital gain if the Interlogix stockholder held (or is treated as having held)
the Interlogix shares for more than one year as of the time of the exchange.
Interlogix stockholders intending to engage in transactions, other than the
offer and/or the merger, involving GE common stock or options to acquire GE
common stock should consult their own tax advisor regarding the tax consequences
to them of the offer and merger based on their own circumstances.
FRACTIONAL SHARES. An Interlogix stockholder who receives cash in lieu of a
fractional share of GE common stock generally will recognize gain or loss in an
amount equal to the difference between (i) the amount of cash received in lieu
of a fractional share and (ii) the portion of the stockholder's basis in its
Interlogix shares that is allocated to the fractional share. Such gain or loss
will be capital gain or loss, and will be long-term capital gain or loss if the
Interlogix stockholder held (or is treated as having held) the Interlogix shares
for more than one year as of the time of the exchange.
TAX BASIS. The total initial tax basis of the GE common stock received by
an Interlogix stockholder in the offer and merger will be equal to the total tax
basis of the Interlogix shares exchanged for GE common stock (other than that
portion of such tax basis allocable to a fractional share of GE common stock for
which cash was received), decreased by the amount of cash (other than cash in
lieu of a fractional share) received in the exchange, and increased by the
amount of gain recognized in the exchange (if any).
HOLDING PERIOD. The holding period of the GE common stock received by an
Interlogix stockholder in the offer or merger will include the period for which
the Interlogix shares that were exchanged were held.
CONSEQUENCES IF THE OFFER AND MERGER ARE TAXABLE TRANSACTIONS. If the offer
and merger were to constitute taxable transactions for federal income tax
purposes, an Interlogix stockholder would recognize the full amount of its
capital gain (or loss) realized on the exchange, computed by reference to the
amount by which the sum of the value of the GE common stock on the date of the
exchange and the amount of cash received exceeds (or is less than) the
stockholder's basis in the Interlogix shares exchanged. A holder's initial tax
basis in its GE common stock would then be equal to the fair market value of
that stock on the date of the exchange and a holder's holding period in the GE
common stock would begin on the day after the date of the exchange.
BACKUP WITHHOLDING OF U.S. FEDERAL INCOME TAX. Cash payments made to
Interlogix stockholders pursuant to the merger may, under certain circumstances,
be subject to backup withholding at a rate of 30%. To avoid backup withholding,
each Interlogix stockholder must provide the exchange agent with either proof of
an applicable exemption or its correct taxpayer identification number by
completing the substitute Form W-9 included in the letter of transmittal. Any
amount withheld under the backup withholding rules is not an additional tax.
Rather, the tax liability of the Interlogix stockholders subject to withholding
will be reduced by the amount of tax withheld. Some Interlogix stockholders
(including, among others, all corporations and some foreign individuals) are not
subject to these backup withholding and reporting requirements. In order for a
foreign individual to qualify as an exempt recipient, such individual must
submit a Form W-8BEN, attesting to that individual's exempt status.
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PURPOSE OF OUR OFFER; THE MERGER; APPRAISAL RIGHTS
PURPOSE. GE is making the offer and the merger in order to acquire all of
the outstanding shares of Interlogix common stock. As soon as practicable after
completion of the offer, GE will cause Interlogix to merge with and into
Margaret Acquisition, Inc. The purpose of the merger is to acquire all
Interlogix shares not tendered and exchanged pursuant to the offer. In the
merger, each then-outstanding Interlogix share (except for Interlogix shares
held by Interlogix or any of its subsidiaries, GE or Margaret Acquisition, Inc.
or any of our wholly owned subsidiaries and dissenters' shares) would be
converted into the right to receive the same amount of cash and shares of GE
common stock as is paid in the offer.
APPROVAL OF THE MERGER. Under Section 251 of the General Corporation Law of
the State of Delaware ("DGCL"), the approval of the board of directors of
Interlogix and the affirmative vote of a majority of its shares outstanding and
entitled to vote are required to approve and adopt a merger and a merger
agreement. The Interlogix board of directors has previously approved the merger.
Accordingly, if we complete the offer (after satisfaction of the minimum tender
condition), we would have a sufficient number of Interlogix shares to approve
the merger without the affirmative vote of any other holder of Interlogix
shares. Therefore, unless the merger is consummated in accordance with the
short-form merger provisions under the DGCL described below (in which case no
action by the stockholders of Interlogix, other than Margaret Acquisition, Inc.,
will be required to consummate the merger), the only remaining corporate action
of Interlogix will be the approval and adoption of the merger agreement by the
affirmative vote of the holders of a majority of the outstanding Interlogix
shares of capital stock entitled to vote.
POSSIBLE SHORT-FORM MERGER. Section 253 of the DGCL would permit the merger
to occur without a vote of Interlogix's stockholders (a "short-form merger") if
GE were to acquire at least 90% of the outstanding Interlogix shares in the
offer or otherwise. If however, GE does not acquire at least 90% of the then
outstanding Interlogix shares pursuant to the offer or otherwise, and a vote of
Interlogix's stockholders is required under the DGCL, a longer period of time
will be required to effect the merger. GE has agreed in the merger agreement to
effect the merger at the earliest practicable time, and if it obtains ownership
of 90% or more of the then-outstanding Interlogix shares in the offer, to effect
the merger as a short-form merger.
APPRAISAL RIGHTS. No appraisal rights are available in connection with the
offer.
Holders of Interlogix common stock who do not wish to accept the same amount
of consideration in the Interlogix merger as was paid in the offer, and who
still hold their shares of Interlogix common stock at the effective time of the
Interlogix merger, will have the right to seek an appraisal and to be paid the
"fair value" of their shares of Interlogix common stock if they properly demand
appraisal of their shares. The amount each holder receives will be judicially
determined and paid to such holder, provided it complies with the provisions of
Section 262 of the DGCL ("Section 262"). The following is a brief summary of the
statutory procedures to be followed in order to dissent from the merger and
perfect appraisal rights under Delaware law.
This summary is not intended to be complete and is qualified in its entirety
by reference to Section 262, the text of which is set forth in Schedule II to
this prospectus. Any Interlogix stockholder considering demanding appraisal is
advised to consult legal counsel. Appraisal rights, if any, will not be
available unless and until the Interlogix merger (or a similar business
combination) is consummated. Interlogix stockholders of record who desire to
exercise their appraisal rights must fully satisfy all of the applicable
conditions summarized below.
If Margaret Acquisition, Inc. acquires at least 90% of Interlogix common
stock, then the merger will be effected as a short-form merger pursuant to
Section 253 of the DGCL, which does not require any vote by the stockholders. In
such a case, Margaret Acquisition, Inc., as the corporation surviving
32
such merger, must mail a notice (the "notice of merger") to the Interlogix
stockholders within 10 days after the date such merger is effective. The notice
of merger must specify that the Interlogix merger has become effective and that
appraisal rights are available, and must include a copy of Section 262 and any
other information required by Section 262. Any stockholder wishing to exercise
appraisal rights must mail a written demand for appraisal within 20 days after
the date on which the notice of merger was sent.
If Margaret Acquisition, Inc. fails to acquire at least 90% of Interlogix
common stock in the offer, the Interlogix merger will be effected as a long-form
merger, which requires a stockholder vote on the approval and adoption of the
merger agreement. A stockholder wishing to dissent in a long-form merger must
deliver a written demand for appraisal to the Secretary of Interlogix before the
taking of the stockholder vote or within 20 days of receipt of notice of the
taking of such action by written consent. This written demand for appraisal must
be in addition to and separate from any proxy or vote abstaining from or voting
against the approval and adoption of the merger agreement. Merely voting
against, abstaining from voting, or failing to vote on the merger agreement will
not by itself constitute a demand for appraisal within the meaning of
Section 262. In the case of a long-form merger, any stockholder seeking
appraisal rights must hold the Interlogix common stock for which appraisal is
sought on the date such stockholder makes demand and must continuously hold such
Interlogix common stock through the effective time of the Interlogix merger, and
otherwise comply with the provisions of Section 262.
In the case of both a short-form merger and a long-form merger, a demand for
appraisal must be executed by or for the stockholder of record, fully and
correctly, as such stockholder's name appears on the stock certificates. If
shares of Interlogix common stock are owned of record in a fiduciary capacity,
such as by a trustee, guardian or custodian, such demand must be executed by the
fiduciary. If shares of Interlogix common stock are owned of record by more than
one person, as in a joint tenancy or tenancy in common, such demand must be
executed by all joint owners. An authorized agent, including an agent for two or
more joint owners, may execute the demand for appraisal for a stockholder of
record; PROVIDED, HOWEVER, the agent must identify the record owner and
expressly disclose the fact that, in exercising the demand, he is acting as
agent for the record owner. A record owner, such as a broker, who holds
Interlogix common stock as a nominee for others, may exercise appraisal rights
with respect to the Interlogix common stock held for all or less than all
beneficial owners of Interlogix common stock as to which the holder is the
record owner. In such case the written demand must set forth the number of
shares of Interlogix common stock covered by such demand. Where the number of
shares is not expressly stated, the demand will be presumed to cover all shares
of Interlogix common stock outstanding in the name of such record owner.
Beneficial owners who are not record owners and who intend to exercise appraisal
rights should instruct the record owner to comply strictly with the statutory
requirements with respect to the exercise of appraisal rights before the date of
any meeting of stockholders called to approve the Interlogix merger in the case
of a long-form merger and within 20 days following the mailing of the Notice of
Merger in the case of a short-form merger.
Stockholders who elect to exercise appraisal rights must mail or deliver
their written demands to: Interlogix, Inc., Attention: Secretary, 114 West 7th
Street, Suite 1300, Austin, Texas 78701. The written demand for appraisal should
specify the stockholder's name and mailing address, the number of shares of
Interlogix common stock covered by the demand and that the stockholder is
thereby demanding appraisal of such shares. In the case of a long-form merger,
Interlogix must, within 10 days after the effective time of the Interlogix
merger, provide notice of the effective time of the Interlogix merger to all
stockholders who have complied with Section 262 and have not voted for approval
and adoption of the merger agreement. In the case of a long-form merger,
stockholders electing to exercise their appraisal rights under Section 262 must
not have voted for the approval and adoption of the merger agreement or
consented thereto in writing. Voting in favor of the approval and adoption of
the merger agreement, or delivering a proxy in connection with the stockholders
meeting called to approve the
33
merger agreement (unless the proxy votes against, or expressly abstains from the
vote on, the approval and adoption of the merger agreement), will constitute a
waiver of the stockholder's right of appraisal and will nullify any written
demand for appraisal submitted by the stockholder. Regardless of whether the
Interlogix merger is effected as a long-form merger or a short-form merger,
within 120 days after the effective time of the Interlogix merger, either
Margaret Acquisition, Inc. or any Interlogix stockholder who has complied with
the required conditions of Section 262 and who is otherwise entitled to
appraisal rights may file a petition in the Delaware Court of Chancery demanding
a determination of the fair value of the shares of the dissenting Interlogix
stockholders. Margaret Acquisition, Inc. is under no obligation to and has no
present intention to file a petition. Accordingly, it is the obligation of the
holders of Interlogix shares to initiate all action to perfect their appraisal
rights in respect of their shares within the time prescribed in Section 262.
Within 120 days after the effective time of the merger, any holder of
Interlogix common stock who has complied with the requirements for exercise of
appraisal rights will be entitled, upon written request, to receive from the
surviving corporation a statement setting forth the aggregate number of shares
not voted in favor of the adoption of the merger and with respect to which
demands for appraisal have been received and the aggregate number of holders of
such shares. The statement must be mailed 10 days after a written request
therefor has been received by Margaret Acquisition, Inc. or within 10 days after
the expiration of the period for delivery of demands for appraisal, whichever is
later.
If a petition for an appraisal is timely filed, and a copy thereof is served
upon it, Margaret Acquisition, Inc. will then be obligated within 20 days to
file with the Delaware Register in Chancery a duly verified list containing the
names and addresses of all stockholders who have demanded an appraisal of their
shares and with whom agreements as to the value of their shares have not been
reached. After notice to those stockholders as required by the court, the
Delaware Court of Chancery is empowered to conduct a hearing on the petition to
determine which stockholders are entitled to appraisal rights. The Delaware
Court of Chancery may require the holders of the shares of Interlogix common
stock who demanded payment for their shares to submit their stock certificates
to the Register in Chancery for notation thereon on the pendency of the
appraisal proceeding; and if any stockholder fails to comply with that
direction, the Delaware Court of Chancery may dismiss the proceedings as to that
stockholder. After determining the holders of Interlogix common stock entitled
to appraisal, the Delaware Court of Chancery will appraise the Interlogix common
stock owned by such Interlogix stockholders, determining the fair value of such
Interlogix common stock, together with a fair rate of interest to be paid, if
any, upon the amount determined to be the fair value. In determining fair value,
the Delaware Court of Chancery is to take into account all relevant factors. In
WEINBERGER V. UOP, INC., et al., the Delaware Supreme Court discussed the
factors that could be considered in determining fair value in an appraisal
proceeding, stating that "proof of value by any techniques or methods which are
generally considered acceptable in the financial community and otherwise
admissible in court" should be considered and that "[f]air price obviously
requires consideration of all relevant factors involving the value of a
company." Further, the Delaware Supreme Court stated that in making this
determination of fair value a court must consider "market value, asset value,
dividends, earnings prospects, the nature of the enterprise and any other facts
which were known or which could be ascertained as of the date of merger which
throw any light on future prospects of the merged corporation." The Delaware
Supreme Court has construed Section 262 to mean that "elements of future value,
including the nature of the enterprise, which are known or susceptible of proof
as of the date of the merger and not the product of speculation, may be
considered." However, the court noted that Section 262 provides that fair value
is to be determined "exclusive of any element of value arising from the
accomplishment or expectation of the merger."
Interlogix stockholders who in the future consider seeking appraisal should
have in mind that the fair value of their Interlogix common stock determined
under Section 262 could be more than, the
34
same as, or less than the consideration paid for such stock in the offer if they
do seek appraisal of their Interlogix common stock, and that opinions of
investment banking firms as to fairness from a financial point of view are not
necessarily opinions as to fair value under Section 262. Moreover, GE intends to
cause Margaret Acquisition, Inc., as the corporation surviving the Interlogix
merger, to argue in any appraisal proceeding that, for purposes thereof, the
"fair value" of the Interlogix common stock is less than that paid in the offer.
The cost of the appraisal proceeding may be determined by the Delaware Court of
Chancery and taxed upon the parties as the Delaware Court of Chancery deems
equitable in the circumstances. Upon application of a dissenting stockholder,
the Delaware Court of Chancery may order that all or a portion of the expenses
incurred by any dissenting stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorneys' fees and the
fees and expenses of experts, be charged pro rata against the value of all
Interlogix common stock entitled to appraisal. In the absence of such a
determination or assessment, each party bears its own expenses. Any Interlogix
stockholder who has duly demanded appraisal in compliance with Section 262 will
not, after the effective time of the Interlogix merger, be entitled to vote for
any purpose the Interlogix common stock subject to such demand or to receive
payment of dividends or other distributions on such Interlogix common stock,
except for dividends or other distributions payable to stockholders of record at
a date prior to the effective time of the Interlogix merger.
At any time within 60 days after the effective time of the Interlogix
merger, any former holder of Interlogix common stock shall have the right to
withdraw his or her demand for appraisal and to accept the merger consideration
paid for such Interlogix stock in the offer. After this period, such holder may
withdraw his or her demand for appraisal only with the consent of Margaret
Acquisition, Inc., as the corporation surviving the Interlogix merger. If no
petition for appraisal is filed with the Delaware Court of Chancery within
120 days after the effective time of the Interlogix merger, stockholders' rights
to appraisal shall cease and all stockholders shall be entitled to receive the
cash consideration paid for the same class or series of the offer. Inasmuch as
Interlogix has no obligation to file such a petition, and GE has no present
intention to cause or permit Interlogix to do so, any stockholder who desires
such a petition to be filed is advised to file it on a timely basis. However, no
petition timely filed in the Delaware Court of Chancery demanding appraisal
shall be dismissed as to any stockholder without the approval of the Delaware
Court of Chancery, and such approval may be conditioned upon such terms as the
Delaware Court of Chancery deems just. Failure to take any required step in
connection with the exercise of appraisal rights may result in the termination
or waiver of such rights. Appraisal rights cannot be exercised at this time.
The information set forth above is for informational purposes only with
respect to alternatives available to stockholders if the Interlogix merger is
consummated. Stockholders who will be entitled to appraisal rights in connection
with the Interlogix merger will receive additional information concerning
appraisal rights and the procedures to be followed in connection therewith
before such stockholders have to take any action relating thereto. Interlogix
stockholders who exchange Interlogix common stock in the offer will not be
entitled to exercise appraisal rights in connection with the offer but, rather,
will receive the consideration paid in the offer for such shares. The foregoing
summary of appraisal rights of objecting stockholders under the DGCL does not
purport to be a complete statement of the procedures to be followed by
Interlogix stockholders desiring to exercise any available appraisal rights. The
foregoing summary is qualified in its entirety by reference to Section 262. The
preservation and exercise of appraisal rights require strict adherence to the
applicable provisions of the DGCL. See Schedule II attached to this prospectus.
35
CONDITIONS OF OUR OFFER
The offer is subject to a number of conditions, which are described below:
MINIMUM TENDER CONDITION
There must be validly tendered and not properly withdrawn prior to the
expiration of the offer a number of Interlogix shares which constitute at least
a majority of the total number of outstanding Interlogix shares, on a fully
diluted basis (as though all options or other securities convertible into or
exercisable or exchangeable for Interlogix shares prior to the merger had been
so converted, exercised or exchanged), as of the date that we accept the
Interlogix shares pursuant to our offer. Based on information supplied by
Interlogix, the number of Interlogix shares needed to satisfy the minimum tender
condition would have been 11,150,592 as of November 30, 2001.
ANTITRUST CONDITION
This condition requires that any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), or similar statutes or regulations of foreign jurisdictions have expired
or been terminated.
REGISTRATION STATEMENT EFFECTIVENESS CONDITION
The registration statement on Form S-4 of which this prospectus is a part
must have become effective under the Securities Act and not be the subject of
any stop order or proceedings seeking a stop order. We intend to request
effectiveness of the registration statement filed with the SEC shortly before
the initial expiration date of the offer. If the registration statement has not
been declared effective at the initial expiration of the offer, we intend to
extend the offer and announce the extension via the Dow Jones News Service no
later than 9:00 a.m., New York City time on Monday, January 28, 2002, the date
the offer is initially scheduled to expire.
OTHER CONDITIONS OF THE OFFER
The offer is also subject to the condition that, at the time of the
expiration date of the offer, the following shall have occurred and be
continuing:
(1) there shall not be any action, proceeding or litigation threatened,
instituted or pending by any governmental entity that seeks to and which
would reasonably be expected to (i) prevent, prohibit or make illegal GE
or Margaret Acquisition, Inc.'s ownership or operation of all or a
material portion of Interlogix's and its subsidiaries' businesses and
assets taken as a whole, (ii) prevent, prohibit, or make illegal the
acceptance for payment, payment for or purchase of Interlogix common
stock by Margaret Acquisition, Inc. or the consummation of the
transactions contemplated by the merger agreement, (iii) renders Margaret
Acquisition, Inc. unable to accept for payment, pay for or purchase some
or all of Interlogix common stock, (iv) imposes material limitations on
the ability of Margaret Acquisition, Inc. or GE effectively to exercise
full rights of ownership of Interlogix common stock, including, without
limitation, the right to vote the shares of Interlogix common stock
purchased by it on all matters properly presented to Interlogix's
stockholders, or (v) imposes, as a result of the offer or the merger,
damages on GE that are material to GE, and PROVIDED, that the failure of
any condition to be satisfied is not primarily due to the failure by GE
and/or Margaret Acquisition, Inc. to comply with the terms of the merger
agreement:
(2) there shall not have been any statute, rule, regulation, order,
legislation or interpretation enacted, promulgated, amended, entered or
issued applicable to (i) GE, Margaret Acquisition, Inc., Interlogix or
any of their respective subsidiaries or an affiliate of either GE
36
or Interlogix or (ii) the transactions contemplated by the merger
agreement, by any U.S. or non-U.S. legislative body or governmental
entity with appropriate jurisdiction (other than the routine application
of the waiting period provisions of the HSR Act or similar statutes or
regulations of foreign jurisdictions applicable to the offer or the
merger) that would be reasonably likely to result, directly or
indirectly, in any of the consequences referred to in paragraph (1)
above;
(3) (i) Interlogix shall not have breached or failed in any material respect
to perform or comply with any obligation, agreement or covenant required
by the merger agreement to be performed or complied with by it or
(ii) the representations and warranties of Interlogix set forth in the
merger agreement shall be true and correct on and as of the first date on
which Interlogix shares are accepted for payment in the offer as if made
on such date (except to the extent expressly made as of an earlier date,
in which case as of such earlier date), except where failure to be true
and correct (without giving effect to any limitation as to "materiality"
or "Material Adverse Effect" set forth in the merger agreement) would not
have an Interlogix Material Adverse Effect. For purposes of
paragraph (3)(ii), (A) a Material Adverse Effect (as defined below) on
Interlogix shall be deemed to have occurred if but only if the applicable
event, change, effect, or occurrence (or aggregation thereof) would be
reasonably likely to (x) result in liability to Interlogix (or its
subsidiaries) or diminution in the value of Interlogix, (including its
subsidiaries) (including but not limited to, as a result of a diminution
of the revenues, earnings or net asset value of Interlogix (including its
subsidiaries)) of US $100,000,000 or more in the aggregate, taking into
account available insurance proceeds payable to Interlogix or its
subsidiaries, and (B) an Interlogix Material Adverse Effect shall not
include any event, change, effect or occurrence (or aggregation thereof)
that occurs or would be reasonably likely to occur as a result of any
general, national, international or regional economic or financial
condition or (y) have a material adverse effect on the parties' ability
to consummate the transactions contemplated by the merger agreement;
(4) there shall not have occurred (i) any general suspension of trading in
securities on any national securities exchange or in the over-the-counter
market or (ii) the declaration of a banking moratorium or any suspension
of payments in respect of banks by a United States governmental entity;
(5) the merger agreement shall not have been terminated in accordance with
its terms;
(6) the shares of GE common stock to be issued in the offer shall have been
approved for listing on the New York Stock Exchange, Inc., subject to
official notice of issuance.
The conditions to the offer are for the sole benefit of Margaret
Acquisition, Inc. and GE and may be asserted by either of them regardless of the
circumstances giving rise to such conditions or may be waived by GE or Margaret
Acquisition, Inc., in whole or in part at any time and from time to time in the
sole discretion of GE or Margaret Acquisition, Inc. The failure by GE or
Margaret Acquisition, Inc. at any time to exercise any of the foregoing rights
will not be deemed a waiver of any right, the waiver of such right with respect
to any particular facts or circumstances shall not be deemed a waiver with
respect to any other facts or circumstances, and each right will be deemed an
ongoing right which may be asserted at any time and from time to time.
REGULATORY APPROVALS
Except as set forth herein, we are not aware of any licenses or regulatory
permits that appear to be material to the business of Interlogix and its
subsidiaries, taken as a whole, and that might be adversely affected by our
acquisition of Interlogix shares in the offer. In addition, except as set forth
herein, we are not aware of any filings, approvals or other actions by or with
any governmental authority or administrative or regulatory agency that would be
required for our acquisition or
37
ownership of the Interlogix shares. Should any such approval or other action be
required, we expect to seek such approval or action. Should any such approval or
other action be required, we cannot be certain that we would be able to obtain
any such approval or action without substantial conditions or that adverse
consequences might not result to Interlogix's or its subsidiaries' businesses,
or that certain parts of Interlogix's, GE's or any of their respective
subsidiaries' businesses might not have to be disposed of or held separate in
order to obtain such approval or action. In that event, subject to the
provisions of the merger agreement, we may not be required to purchase any
Interlogix shares in the offer.
CERTAIN BUSINESS COMBINATIONS
Delaware law restricts the ability of certain persons to acquire control of
a Delaware corporation.
Section 203 of the DGCL limits specified business combinations of Delaware
corporations with interested stockholders. Under the DGCL, if a person acquires
beneficial ownership of 15% or more of the stock of a Delaware corporation,
thereby becoming an interested stockholder, that person generally may not engage
in specified transactions with the corporation for a period of three years
following the time that such stockholder became an interested stockholder
unless:
- the corporation's board of directors approved the acquisition of stock or
the transaction prior to the time that the person became an interested
stockholder;
- upon consummation of the transaction in which the person became an
interested stockholder, the interested stockholder owned at least 85% of
the voting stock of the corporation outstanding at the time the
transaction commenced, excluding voting stock owned by directors who are
also officers and certain employee stock ownership plans; or
- at or subsequent to such time, the transaction is approved by the board of
directors and at an annual or special meeting by the affirmative vote of
66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
Interlogix has specifically opted out of Section 203 of the DGCL and
therefore the above provisions do not apply to Interlogix.
ANTITRUST. Under the HSR Act and the rules that have been promulgated
thereunder by the Federal Trade Commission (the "FTC"), certain transactions may
not be consummated unless certain information has been furnished to the
Antitrust Division of the Department of Justice (the "Antitrust Division") and
the FTC and certain waiting period requirements have been satisfied. The
acquisition of Interlogix shares pursuant to the offer is subject to such
requirements.
Pursuant to the requirements of the HSR Act, we have filed or will in the
near future file a Notification and Report Form with respect to the offer with
the Antitrust Division and the FTC. Under the provisions of the HSR Act
applicable to the offer, the purchase of shares pursuant to the offer may not be
consummated until the expiration of a 30 calendar-day waiting period following
the filing by GE, unless such waiting period is earlier terminated by the FTC
and the Antitrust Division or extended by a request from the FTC or the
Antitrust Division for additional information or documentary material prior to
the expiration of the waiting period. Pursuant to the HSR Act, GE has or will
request early termination of the waiting period applicable to the offer. There
can be no assurance, however, that the waiting period will be terminated early.
If either the FTC or the Antitrust Division were to request additional
information or documentary material from GE with respect to the offer, the
waiting period with respect to the offer would expire on the thirtieth
calendar-day after the date of substantial compliance with such request.
Additional delays thereafter could occur under possible agreements effectively
to extend the waiting period or under court orders that might be sought by the
FTC or the Antitrust Division to temporarily or permanently block the
transaction. If the acquisition of shares is delayed pursuant to a request by
the FTC or the Antitrust Division for additional information or
38
documentary material pursuant to the HSR Act, the offer may, but need not, be
extended and, in any event, the acquisition of and payment for shares will be
deferred until after any applicable waiting period, agreement or court order
blocking the transaction expires or is terminated. Any such extension of the
waiting period will not give rise to any withdrawal rights not otherwise
provided for by applicable law. It is a condition to the offer that the waiting
period applicable to the offer under the HSR Act expire or be terminated. See
"The Offer--Conditions of Our Offer."
The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of shares by
Margaret Acquisition, Inc. pursuant to the offer. At any time before or after
the purchase of shares pursuant to the offer by Margaret Acquisition, Inc., the
FTC or the Antitrust Division could take such action under the antitrust laws as
it deems necessary or desirable in the public interest, including seeking to
enjoin the purchase of shares pursuant to the offer or seeking the divestiture
of shares purchased by Margaret Acquisition, Inc. or the divestiture of
substantial assets of GE, Interlogix or their respective subsidiaries. Private
parties and state attorneys general may also bring legal action under federal or
state antitrust laws under certain circumstances. As in any case, there can be
no assurance that a challenge to the offer on antitrust grounds will not be made
or, if such a challenge is made, what the result would be.
For a description of certain conditions to the offer, including conditions
with respect to litigation and certain governmental actions and for certain
termination rights in connection with antitrust suits, see "The
Offer--Conditions of Our Offer."
FOREIGN APPROVALS. Interlogix owns property and conducts business in a
number of other foreign countries and jurisdictions. In connection with the
acquisition of the Interlogix shares in the offer or the merger, the laws of
certain of those foreign countries and jurisdictions may require the filing of
information with, or the obtaining of the approval or consent of, governmental
authorities in such countries and jurisdictions. The governments in those
countries and jurisdictions might attempt to impose additional conditions on
Interlogix's operations conducted in those countries and jurisdictions as a
result of the acquisition of the Interlogix shares in the offer or the merger.
If such approvals or consents are found to be required, we intend to make the
appropriate filings and applications. In the event such a filing or application
is made for the requisite foreign approvals or consents, we cannot be certain
that such approvals or consents will be granted and, if such approvals or
consents are received, we cannot be certain as to the date of those approvals or
consents. In addition, we cannot be certain that we will be able to cause
Interlogix or its subsidiaries to satisfy or comply with those laws or that
compliance or noncompliance will not have adverse consequences for Interlogix or
any subsidiary of Interlogix after purchase of the Interlogix shares pursuant to
the offer or the merger.
CERTAIN EFFECTS OF OUR OFFER
REDUCED LIQUIDITY; POSSIBLE DELISTING. The purchase of Interlogix shares
pursuant to the offer will reduce the number of holders of Interlogix shares and
the number of Interlogix shares that might otherwise trade publicly and could
adversely affect the liquidity and market value of the remaining Interlogix
shares held by the public. Interlogix shares are included for quotation and
principally traded on the Nasdaq. Depending on the number of Interlogix shares
acquired pursuant to the offer, following consummation of the offer, Interlogix
shares may no longer meet the requirements of the Nasdaq for continued
quotation. The National Association of Securities Dealers' (the "NASD")
requirements for continued inclusion in the Nasdaq, among other things, require
that an issuer have: either (a) at least 750,000 publicly held shares, held by
at least 400 stockholders of round lots, with a market value of at least
$5 million and either net tangible assets of at least $4 million or a minimum
stockholders' of equity of $10 million, and at least two registered and active
market makers for the shares or (b) at least 1,100,000 publicly held shares,
held by at least 400 stockholders of round lots, with a market value of at least
$15 million and at least four registered and active market markers, and either
(i) a market capitalization of at least $50 million or (ii) total assets and
total revenue of at least
39
$50 million each for the most recently completed fiscal year or two of the last
three most recently completed fiscal years. In addition, Nasdaq imposes a
minimum bid price requirement for continued listing.
The shares might nevertheless continue to be included in the Nasdaq with
quotations published in the Nasdaq "additional list" or in one of the "local
lists," but if the number of holders of the shares were to fall below 300, the
number of publicly held shares were to fall below 500,000 or there were not at
least two registered and active market makers for the shares, the NASD's rules
provide that the shares would no longer be "qualified" for Nasdaq reporting and
the Nasdaq would cease to provide any quotations. Shares held directly or
indirectly by directors, officers or beneficial owners of more than 10% of the
shares are not considered as being publicly held for this purpose. If, following
the closing of the offer, the shares of Interlogix no longer meet the
requirements of the NASD for continued inclusion in the Nasdaq or in any other
tier of the Nasdaq and the shares were no longer included in the Nasdaq or in
any other tier of the Nasdaq, the market for shares could be adversely affected.
If the shares no longer meet the requirements of the NASD for continued
inclusion in any tier of the Nasdaq, it is possible that the shares would
continue to trade in the over-the-counter market and that price quotations would
be reported by other sources. The extent of the public market for the Interlogix
shares and the availability of quotations for Interlogix shares would, however,
depend upon the number of holders of shares remaining at that time, the interest
in maintaining a market in Interlogix shares on the part of securities firms,
the possible termination of registration of the shares under the Exchange Act,
as described below, and other factors. We cannot predict whether the reduction
in the number of Interlogix shares that might otherwise trade publicly would
have an adverse or beneficial effect on the market price for, or marketability
of, the Interlogix shares.
GE intends to cause the delisting of the Interlogix shares from the Nasdaq
following consummation of the offer and the merger.
According to Interlogix, there were, as of November 30, 2001, approximately
19,569,072 Interlogix shares outstanding, held by approximately 62 holders of
record.
STATUS AS "MARGIN SECURITIES." The Interlogix shares are presently "margin
securities" under the regulations of the Federal Reserve Board, which has the
effect, among other things, of allowing brokers to extend credit on the
collateral of Interlogix shares. Depending on the factors similar to those
described above with respect to listing and market quotations, following
consummation of the offer, the Interlogix shares may no longer constitute
"margin securities" for the purposes of the Federal Reserve Board's margin
regulations, in which event the Interlogix shares would be ineligible as
collateral for margin loans made by brokers.
FINANCING OF THE OFFER AND THE MERGER. The GE common stock required by
Margaret Acquisition, Inc. to consummate the offer and the merger shall come
from the treasury shares of GE. The cash necessary to acquire the Interlogix
shares, in an aggregate amount of $380,016,720, will come from the working
capital of GE. The related fees and expenses are estimated to be approximately
$1 million for the information agent, the exchange agent, the financial printer
and other counsel. Margaret Acquisition, Inc. will obtain all of such funds from
GE or its affiliates. GE and its affiliates will provide such funds from
existing resources.
GOING PRIVATE TRANSACTIONS. The SEC has adopted Rule 13e-3 under the
Exchange Act which is applicable to certain "going private" transactions and
which may under certain circumstances be applicable to the merger or another
business combination following the purchase of Interlogix shares pursuant to the
offer in which Margaret Acquisition, Inc. seeks to acquire the remaining shares
not held by it. Margaret Acquisition, Inc. believes that Rule 13e-3 will not be
applicable to the merger if it occurs within one year after the consummation of
the offer. Rule 13e-3 requires, among other things,
40
that certain financial information concerning Interlogix and certain information
relating to the fairness of the proposed transaction and the consideration
offered to minority shareholders in such transaction be filed with the SEC and
disclosed to stockholders prior to consummation of the transaction.
PLANS FOR INTERLOGIX. It is expected that following the merger, GE will
continue to evaluate the business and operations of Interlogix and GE intends to
seek additional information about Interlogix during this period. Thereafter, GE
intends to review such information as part of a comprehensive review of
Interlogix's business, operations, capitalization and management with a view to
optimizing Interlogix's potential in conjunction with GE's businesses.
REGISTRATION UNDER THE EXCHANGE ACT. Interlogix shares are currently
registered under the Exchange Act. Interlogix can terminate that registration
upon application to the SEC if the outstanding shares are not listed on a
national securities exchange and if there are fewer than 300 holders of record
of Interlogix shares. Termination of registration of the Interlogix shares under
the Exchange Act would reduce the information that Interlogix must furnish to
its stockholders and to the SEC and would make certain provisions of the
Exchange Act, such as the short-swing profit recovery provisions of
Section 16(b) and the requirement of furnishing a proxy statement in connection
with stockholders meetings pursuant to Section 14(a) and the related requirement
of furnishing an annual report to stockholders, no longer applicable with
respect to Interlogix shares. In addition, if Interlogix shares are no longer
registered under the Exchange Act, the requirements of Rule 13e-3 under the
Exchange Act with respect to "going-private" transactions would no longer be
applicable to Interlogix. See "--Certain Effects of Our Offer--Going Private
Transactions." Furthermore, the ability of "affiliates" of Interlogix and
persons holding "restricted securities" of Interlogix to dispose of such
securities pursuant to Rule 144 under the Securities Act may be impaired or
eliminated. If registration of the shares under the Exchange Act were
terminated, they would no longer be eligible for Nasdaq reporting or for
continued inclusion on the Federal Reserve Board's list of "margin securities."
See "--Certain Effects of Our Offer--Status as Margin Securities."
RELATIONSHIPS WITH INTERLOGIX
Except as set forth herein or in the Information Statement included in the
Schedule 14D-9 of Interlogix dated December 28, 2001, which is being mailed to
the stockholders of Interlogix together with this prospectus, neither we nor, to
the best of our knowledge, any of our directors, executive officers or other
affiliates has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of Interlogix, including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any such securities, joint ventures, loan or
option arrangements, puts or calls, guaranties of loans, guaranties against loss
or the giving or withholding of proxies. Except as described herein, there have
been no contacts, negotiations or transactions since December 19, 2001 between
us or, to the best of our knowledge, any of our directors, executive officers or
other affiliates on the one hand, and Interlogix or its affiliates, on the other
hand, concerning a merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors, or a sale or other transfer
of a material amount of assets. Neither we, nor, to the best of our knowledge,
any of our directors, executive officers or other affiliates has since
December 19, 2001 had any transaction with Interlogix or any of its executive
officers, directors or affiliates that would require disclosure under the rules
and regulations of the SEC applicable to the offer.
Except as described in this prospectus, (i) none of Margaret
Acquisition, Inc., GE nor, to the best knowledge of Margaret Acquisition, Inc.
and GE, any of the persons listed in Schedule I to this prospectus or any
associate or majority owned subsidiary of Margaret Acquisition, Inc., GE or any
of the persons so listed, beneficially owns or has any right to acquire any
Interlogix shares and (ii) none of Margaret Acquisition, Inc., GE nor, to the
best knowledge of Margaret Acquisition, Inc. and GE, any of the persons or
entities referred to above nor any director, executive officer or subsidiary of
any of
41
the foregoing has effected any transaction in the shares during the past
60 days except for the stock option agreement and the voting agreement, executed
in connection with the offer and the merger. The material terms of these are
agreements are described below under "The Voting Agreement." On September 25,
2001, GE and Interlogix entered into a confidentiality agreement, the material
terms of which are described under "The Confidentiality Agreement."
ACCOUNTING TREATMENT
GE will account for the merger under the "purchase" method of accounting in
accordance with generally accepted accounting principles. Therefore, the total
merger consideration paid by GE in connection with the merger, together with the
direct costs of the merger, will be allocated to Interlogix's tangible and
intangible assets and liabilities based on their fair market values, with any
excess being treated as goodwill. The assets and liabilities and results of
operations of Interlogix will be consolidated into the assets and liabilities
and results of operations of GE after the merger.
FEES AND EXPENSES
We have retained Morrow & Co., Inc. as information agent in connection with
the offer. The information agent may contact holders of Interlogix shares by
mail, telephone, telex, telegraph and personal interview and may request
brokers, dealers and other nominee stockholders to forward material relating to
the offer to beneficial owners of Interlogix shares. We will pay the information
agent $7,500 plus $6.50 per account contacted for these services in addition to
reimbursing the information agent for its reasonable out-of-pocket expenses. We
have agreed to indemnify the information agent against certain liabilities and
expenses in connection with the offer, including certain liabilities under the
U.S. federal securities laws.
In addition, we have retained The Bank of New York as the exchange agent. We
will pay the exchange agent reasonable and customary fees for its services in
connection with the offer, will reimburse the exchange agent for its reasonable
out-of-pocket expenses and will indemnify the exchange agent against certain
liabilities and expenses, including certain liabilities under the U.S. federal
securities laws.
Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Interlogix shares
pursuant to the offer. We will reimburse brokers, dealers, commercial banks and
trust companies and other nominees, upon request, for customary clerical and
mailing expenses incurred by them in forwarding offering materials to their
customers.
STOCK EXCHANGE LISTING
GE's common stock is listed and traded on the NYSE under the symbol "GE."
Interlogix's common stock is quoted on the Nasdaq under the symbol "ILXI."
42
THE MERGER AGREEMENT
The following description of the merger agreement describes the material
terms of the agreement but does not purport to describe all the terms of the
agreement. The complete text of the merger agreement was filed as an exhibit to
the registration statement of which this prospectus is a part. See "Where You
Can Find More Information" for information on how you can obtain a copy of the
merger agreement. We urge you to read carefully the entire merger agreement
because it contains important information and it is the legal document that
governs the offer and the merger.
THE OFFER
TERMS OF THE OFFER. The merger agreement provides for us to commence,
through Margaret Acquisition, Inc., our wholly-owned subsidiary, this offer to
exchange all outstanding shares of Interlogix common stock and the associated
common stock purchase rights (referred to herein as Interlogix shares) for the
right to receive $38.86 per share, consisting of:
- $19.43, in cash; and
- that number of shares of GE common stock equal to $19.43 divided by the
average (rounded to the nearest 1/10,000) of the volume weighted sales
prices per share of GE common stock on the NYSE for the five consecutive
trading days ending on the second trading day immediately preceding the
first date on which Interlogix shares are accepted for payment in the
offer.
Fractional shares of our common stock will not be issued in the offer.
Instead, each tendering stockholder who would otherwise be entitled to a
fractional share (after aggregating all fractional shares of GE common stock
that otherwise would be received by the stockholder) will be paid an amount in
cash (rounded up to the nearest whole cent) equal to the product obtained by
multiplying that fraction by the closing sale price for a share of GE common
stock on the NYSE on the first day on which Interlogix shares are accepted for
payment in the offer.
You may find additional information regarding the value of the offer
consideration in the following sections of this prospectus: "The
Offer--Illustrative Table of Exchange Ratios and Value of Offer/ Merger
Consideration" and "The Offer--Cash Instead of Fractional Shares of GE Common
Stock."
CONDITIONS TO THE OFFER. You may find a description of the conditions to
the offer in "The Offer--Conditions of Our Offer."
The merger agreement prohibits us, without the consent of Interlogix, from
decreasing the offer price, changing the form of consideration to be paid,
decreasing the number of shares sought, amending the conditions to the offer or
imposing additional conditions to the offer except as set forth below.
MANDATORY EXTENSIONS OF THE OFFER. If the conditions to the offer are not
satisfied or waived on any scheduled expiration date of the offer, we will
extend the offer at any time for the shortest time periods we reasonably believe
are necessary; provided that:
- no single extension shall exceed 10 business days; and
- we will not be required to extend the offer beyond June 15, 2002.
OPTIONAL EXTENSIONS OF THE OFFER. We may, without the consent of
Interlogix:
- extend the offer for one or more periods of not more than 10 business days
as required by any rule or regulation of the SEC applicable to the offer;
and
- extend the offer after the acceptance of the Interlogix shares thereunder
for a further period of time by means of a subsequent offering period
under Rule 14d-11 promulgated under the
43
Exchange Act for an aggregate period of not more than 20 business days
beyond the latest expiration date that would otherwise be permitted under
the previous bullet point if at least a majority but less than 90% of the
outstanding Interlogix shares, on a fully diluted basis, shall have been
validly tendered pursuant to the offer and not withdrawn as of the
scheduled or extended expiration date.
Subject to the provisions of the merger agreement, we expressly reserve the
right to increase the total value of the consideration to be paid per share in
the offer. Without the prior written consent of Interlogix, we may not decrease
the total value of the consideration to be paid per share in the offer, change
the form of consideration to be paid, decrease the number of Interlogix shares
sought in the offer, amend the conditions of the offer set forth in the merger
agreement or impose conditions to the offer in addition to those set forth in
the merger agreement.
PROMPT PAYMENT FOR INTERLOGIX SHARES AFTER THE CLOSING OF THE OFFER. On the
terms and subject to the prior satisfaction or waiver of the conditions of the
offer, we will accept for payment and pay for all Interlogix shares validly
tendered and not properly withdrawn as soon as we are legally permitted to do so
under applicable law and regulations. You may find additional information
regarding the exchange of your Interlogix shares in the following sections of
this prospectus: "The Offer--Exchange of Interlogix Shares; Delivery of GE
Common Stock" and "The Offer--Procedures for Tendering."
THE MERGER
The merger agreement provides that, subject to the terms and conditions of
the merger agreement and DGCL, at the effective time of the merger:
- Interlogix will be merged with and into Margaret Acquisition, Inc. and the
separate corporate existence of Interlogix shall thereupon cease;
- Margaret Acquisition, Inc. shall be the successor or surviving corporation
in the merger under the name "Margaret Acquisition, Inc." and shall
continue to be governed by the laws of the State of Delaware; and
- the separate corporate existence of Margaret Acquisition, Inc. with all
its rights, privileges, immunities, powers and franchises shall continue
unaffected by the merger.
Under the terms of the merger agreement, at the effective time of the merger,
each issued and outstanding share of Interlogix common stock (other than those
shares held by Interlogix or any of its subsidiaries, us or Margaret
Acquisition, Inc. or any of our wholly-owned subsidiaries and dissenting shares)
will be converted into the right to receive the same amount per share of cash
consideration paid, and the same number of shares of GE common stock, received
by holders of Interlogix shares who exchanged their shares in the offer, without
interest. All shares of Interlogix common stock owned by Interlogix or any of
its subsidiaries, us or Margaret Acquisition, Inc. or any of our wholly-owned
subsidiaries will be automatically canceled and retired and will cease to exist.
ADJUSTMENTS TO NUMBER OF SHARES. If, between December 17, 2001 and the
effective time of the merger, we or Interlogix change the number of shares of
our respective common stock issued and outstanding as a result of a stock split,
reclassification, stock, combination, stock dividend, recapitalization,
redenomination of share capital, or other similar transaction, or, in the case
of Interlogix, the issuance of stock pursuant to its rights plan, the merger
agreement provides that the number of shares of our common stock paid in the
offer and the merger will be appropriately adjusted.
FRACTIONAL SHARES. Fractional shares of our common stock will not be issued
in the merger. Instead, each stockholder who would otherwise be entitled to a
fractional share (after aggregating all fractional shares of our common stock
that otherwise would be received by the stockholder) shall
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receive an amount in cash (rounded up to the nearest whole cent) equal to the
product obtained by multiplying that fraction by the closing sale price for a
share of our common stock on the New York Stock Exchange on the trading day
immediately preceding the effective time of the merger.
APPRAISAL RIGHTS. Holders of shares of Interlogix common stock that are
issued and outstanding immediately prior to the effective time of the merger,
will be entitled to appraisal rights in accordance with Section 262 of the DGCL.
The shares ofInterlogix common stock held by a holder who properly elects
appraisals shall not be converted into the right to receive the same per share
consideration paid to the holders of Interlogix shares who exchanged their
shares in the offer, and holders of such dissenting shares shall be entitled to
receive payment of the appraised value of such dissenting shares in accordance
with the provisions of Section 262, provided that such holders do not fail to
perfect or effectively withdraw or otherwise lose their rights to appraisal and
payment under the DGCL. If, after the effective time of the merger, any such
holder fails to perfect or effectively withdraws or loses such right, such
dissenting shares shall then be treated as if they had been converted into and
have become exchangeable for, as the effective time of the merger, the right to
receive the same per share consideration paid to the holders of Interlogix
shares who exchanged their shares in the offer, without interest.
EFFECTIVE TIME OF THE MERGER. The merger will become effective on the date
on which the Certificate of Merger has been duly filed with the Secretary of
State of Delaware or such later time as is agreed upon by the parties and
specified in the Certificate of Merger. The filing of the Certificate of Merger
will take place as soon as practicable after the satisfaction or waiver of the
conditions described below under "--Conditions of the Merger."
CERTIFICATES OF INCORPORATION; BYLAWS. At the effective time of the merger,
the certificate of incorporation of Margaret Acquisition, Inc. as in effect
immediately prior to the effective time of the merger will be the certificate of
incorporation of the surviving corporation until thereafter amended as provided
by law. At the effective time of the merger, the bylaws of Margaret
Acquisition, Inc., as in effect immediately prior to the effective time of the
merger, will be the bylaws of the surviving corporation until thereafter amended
as provided by law.
DIRECTORS AND OFFICERS. From the effective time of the merger:
- the directors of Margaret Acquisition, Inc. immediately prior to the
effective time of the merger will be the directors of the surviving
corporation; and
- the officers of Interlogix immediately prior to the effective time of the
merger will be the officers of the surviving corporation,
until their successors are duly elected or appointed or qualified or until the
earlier of their death, resignation or removal in accordance with the surviving
corporation's certificate of incorporation or bylaws.
STOCKHOLDERS' MEETING. If required by applicable law in order to consummate
the merger, Interlogix, acting through its board of directors, shall, in
accordance with applicable law, duly call and hold a special meeting of its
stockholders as soon as practicable following the acceptance for payment and
purchase of Interlogix shares by Margaret Acquisition, Inc. pursuant to the
offer for the purpose of considering and taking action upon the merger and the
merger agreement. In the event that we, Margaret Acquisition, Inc. or any of our
other subsidiaries, shall acquire at least 90%, on a fully diluted basis, of the
then-outstanding shares of Interlogix common stock pursuant to the offer or
otherwise, each of the parties to the merger agreement shall take all necessary
and appropriate action to cause the merger to become effective as soon as
practicable after such acquisition, without a meeting of the stockholders of
Interlogix, in accordance with Section 253 of the DGCL.
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INTERLOGIX BOARD OF DIRECTORS
On the first day on which Interlogix shares are accepted for payment and
exchange in the offer, we will be entitled to designate, upon written notice to
Interlogix, for appointment or election that number of directors (rounded up to
the next whole number) on Interlogix's board of directors which equals the
product of (i) the total number of directors on Interlogix's board of directors
and (ii) the percentage that the aggregate number of Interlogix shares
beneficially owned by GE, Margaret Acquisition, Inc. or any of their respective
affiliates bears to the total number of Interlogix shares then issued and
outstanding. Until the effective time of the merger, Interlogix's board of
directors will consist of at least two directors who were directors on
December 17, 2001 and who are neither officers of Interlogix nor designees,
affiliates or associates of GE or Margaret Acquisition, Inc. prior to
December 17, 2001. These directors are referred to in this prospectus as the
independent directors. The merger agreement provides that prior to the effective
time of the merger, Interlogix will delegate to a committee of Interlogix's
board of directors, comprised solely of the independent directors, sole
responsibility for:
- the amendment or termination of the merger agreement on behalf of
Interlogix;
- the waiver of any of Interlogix's rights or remedies under the merger
agreement;
- the extension of the time for performance of our or Margaret
Acquisition, Inc.'s obligations under the merger agreement; or
- the assertion or enforcement of Interlogix's rights under the merger
agreement.
TREATMENT OF INTERLOGIX STOCK OPTIONS
All outstanding options to purchase Interlogix common stock will be
converted in the merger into options for GE common stock. The value of each GE
option will have the equivalent value of the corresponding Interlogix stock
option as if it were exercised immediately prior to the merger. Specifically,
the merger agreement provides that, effective upon the closing of the merger,
each unexercised option to acquire Interlogix common stock issued and
outstanding under Interlogix's 2000 Stock Incentive Plan, the SLC
Technologies, Inc. Option Plan, the ITI Technologies, Inc. Long-Term Stock
Incentive Plan (1992), as amended and restated as of May 13, 1998 and any other
Interlogix stock option plan or agreement shall be converted into an option to
acquire that number of shares of GE common stock that is equal, rounded to the
nearest whole share, to the product of twice the exchange ratio multiplied by
the number of Interlogix shares that could have been acquired upon exercise of
the Interlogix stock option had such Interlogix stock option been exercised
before the closing of the merger, with an exercise price equal to the exercise
price of the Interlogix stock option divided by twice the exchange ratio. The
exchange ratio in both cases will equal $19.43 divided by the average (rounded
to the nearest 1/10,000) of the volume weighted sales prices per share of GE
common stock on the NYSE for the five consecutive trading days ending on the
second trading day immediately preceding the first date on which Interlogix
shares are accepted for payment in the offer.
Between the date of the merger agreement and the closing of the merger
agreement, the board of directors of Interlogix or a committee thereof, will, at
GE's request, take the necessary action, consistent with its authority under the
relevant Interlogix stock option plan or agreement, to give effect to the
conversion of the Interlogix stock options, including making any permitted
determination regarding the vesting of any or all Interlogix stock options, or
conforming the administrative rules and procedures applicable to the Interlogix
stock options to those specified in GE's stock option plans, unless such changes
materially affect the intrinsic value of any Interlogix stock option so amended.
COVENANTS AND REPRESENTATIONS AND WARRANTIES
CONDUCT OF BUSINESS PENDING MERGER. Interlogix has agreed that until the
effective time of the merger Interlogix shall, and shall cause its subsidiaries,
in all material respects, to:
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- conduct its business in the ordinary course consistent with past practice;
- use all reasonable efforts to maintain and preserve intact its business
organization and the good will of those having business relationships with
it and retain the services of its present officers and key employees; and
- keep in full force and effect all insurance policies maintained by
Interlogix and its subsidiaries in effect on December 17, 2001 other than
changes made in the ordinary course.
Accordingly, the merger agreement expressly restricts the ability of Interlogix
to engage in certain material transactions, without our prior written consent,
including, among other things, the purchase, sale or encumbrance of assets, the
sale or redemption of outstanding securities of Interlogix or the incurrence of
indebtedness, subject to certain exceptions.
NO SOLICITATION. The merger agreement precludes Interlogix, its
subsidiaries, officers, directors, employees, investment bankers, attorneys,
accountants and other representatives from directly or indirectly soliciting,
knowingly encouraging, participating in any discussions regarding, furnishing
any non-public information with respect to, or assisting or facilitating any
takeover proposal. The merger agreement provides that these restrictions do not
prohibit Interlogix from furnishing information pursuant to an appropriate
confidentiality agreement and negotiating with a third party if the Interlogix
board of directors determines in good faith, after considering applicable state
law and consulting with outside counsel, that a failure to do so would
reasonably be expected to constitute a breach of its fiduciary duties to its
stockholders. Even if Interlogix is allowed to provide information and begin
negotiations with another party in accordance with the terms of the merger
agreement, Interlogix may only terminate the merger agreement and enter into
another alternative transaction if:
- Interlogix receives an unsolicited bona fide written proposal from a third
party for the acquisition of all the equity securities or substantially
all of the assets of Interlogix;
- the board of directors of Interlogix determines that such a proposal is
more favorable from a financial point of view than the offer or the merger
and the transactions contemplated by the merger agreement, taking into
account any proposed changes to the terms of the merger agreement and the
ability of the person making such superior proposal to consummate such
takeover proposal based upon, among other things, the availability of
financing and the expectation of obtaining required regulatory approvals
(a "superior proposal"); and
- the board of directors of Interlogix determines in good faith that failure
to accept the third party's proposal would reasonably be expected to be a
breach of its fiduciary duties to Interlogix's stockholders under
applicable law, after considering the advice of outside counsel.
Interlogix is required to promptly advise us if it receives any proposal,
offer, inquiry, request for information, or if any discussions or negotiations
are sought to be initiated or continued with Interlogix in respect of any
takeover proposal. Interlogix is obligated to keep us informed of all material
developments affecting the status and terms of any takeover proposals or offers
or the status of any such discussions or negotiations. Interlogix may not
release any person from, or waive any provision of, any confidentiality or
standstill agreement entered into as of December 17, 2001.
FINANCING. We are obligated to have sufficient funds available to purchase
the outstanding Interlogix shares and pay all fees and expenses related to the
offer and the merger.
ACCESS TO INFORMATION. Subject to applicable laws relating to the exchange
of information, Interlogix has agreed to, and to cause its subsidiaries to,
afford our officers, employees, accountants, counsel and other representatives,
during normal business hours during the period prior to the effective time of
the merger, reasonable access to all its properties, books, contracts,
commitments and records, and to its officers, employees, accountants, counsel
and other representatives. Interlogix has also agreed
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to furnish us with copies of reports, schedules, registration statements and
other documents filed or received by it pursuant to federal securities laws and
all other information concerning its business, properties and personnel as we
may reasonably request before the effective time of the merger.
FURTHER ASSURANCES. Each of the parties to the merger agreement has agreed
to use all reasonable efforts to take all actions necessary, proper or advisable
to consummate the transactions contemplated by the merger agreement as promptly
as practicable.
EMPLOYEE BENEFITS PLANS. We have agreed that for at least one year
following the effective time of the merger, we will cause the surviving
corporation to provide to Interlogix's employees pay and benefits that are no
less favorable in the aggregate than those provided by Interlogix on
December 17, 2001. We also have agreed to waive any waiting periods or
limitations for preexisting conditions under our medical, dental, and short-term
and long-term disability plans and to ensure that employees are given credit for
any amounts paid toward deductibles, out-of-pocket limits or other fees on or
prior to the effective time of the merger. We also will provide employees with
credit for all service with Interlogix to the same extent as such service was
credited by Interlogix under all employee benefit plans and arrangements to be
provided to such employees for purposes of eligibility and vesting and severance
plans and arrangements for purposes of calculating the amount of each employee's
severance benefits. We have agreed to cause the surviving corporation to
discharge the obligations under certain employment agreements and to assume and
honor the terms of any collective bargaining agreements covering Interlogix's
employees and will recognize any labor organization or collective bargaining
representative, as required by applicable law.
DIRECTORS' AND OFFICERS' INSURANCE; INDEMNIFICATION. You may find a
description of the directors' and officers' insurance and indemnification in
"Interests of Certain Persons--Directors' and Officers' Insurance;
Indemnification".
SECTION 16 MATTERS. The merger agreement also provides that we and
Interlogix will take all steps required to cause the transactions contemplated
by the merger agreement to be exempt under Rule 16b-3 promulgated under the
Exchange Act.
NO REDEMPTION OF RIGHTS PLAN. The merger agreement also provides that
between December 17, 2001 and the earlier of the effective time of the merger or
the termination of the merger agreement, Interlogix will not redeem, amend or
waive any provisions of its rights plan, except as necessary to accommodate the
merger agreement, or implement or adopt any "poison pill," shareholder rights
plan or other similar plan.
AFFILIATE LETTERS. The merger agreement also provides that Interlogix will,
as promptly as practicable, deliver a letter to us identifying those persons who
are "affiliates" of Interlogix for purposes of Rule 145 under the Securities Act
and will use all reasonable efforts to deliver or cause to be delivered to us,
prior to the expiration of the offer, an affiliate letter from each such person.
REPRESENTATIONS AND WARRANTIES. The merger agreement contains a number of
customary representations and warranties relating to each of the parties and
their ability to consummate the offer and the merger. None of the
representations and warranties shall survive the effective time of the merger.
CONDITIONS OF THE MERGER
Our, Margaret Acquisition, Inc.'s and Interlogix's obligation to complete
the merger is subject to the satisfaction of the following conditions:
- approval of the merger agreement by Interlogix's stockholders if required
by law or Interlogix's Certificate of Incorporation;
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- absence of any statute, rule, order, decree, regulation or injunction of
any United States court, United States governmental authority or any
governmental authority pursuant to foreign antitrust that precludes,
prohibits, restrains or enjoins the consummation of the merger or makes
the consummation of the merger illegal;
- absence of any proceedings by any governmental authority that have been
commenced and are continuing seeking to preclude, prohibit, restrain or
enjoin the consummation of the merger; and
- the purchase of Interlogix shares pursuant to the offer by us, provided
that we and Margaret Acquisition, Inc. may not assert this condition if
the failure to accept shares for payment resulted from a breach of the
merger agreement by us or Margaret Acquisition, Inc.
In addition, our and Margaret Acquisition, Inc.'s obligation to complete the
merger is further subject to the satisfaction of the further condition that
Interlogix must have performed in all material respects all material obligations
required to be performed by it under the merger agreement on or before the
earlier of (1) the time our or Margaret Acquisition, Inc.'s designees constitute
at least a majority of Interlogix's board of directors and (2) the closing date
of the merger. Neither we nor Margaret Acquisition, Inc. may assert this
condition where Interlogix's failure to perform this condition was caused by us
or occurred and was actually known to us at or prior to the time Margaret
Acquisition, Inc. accepted for payment any Interlogix shares pursuant to the
offer.
TERMINATION OF THE MERGER AGREEMENT
The merger agreement may be terminated and the offer and the merger may be
abandoned at any time prior to the completion of the merger, regardless of any
approval by the stockholders of Interlogix:
- by mutual consent of our board of directors and that of Interlogix;
- by either us or Interlogix if:
- any United States governmental authority or any other governmental
authority acting pursuant to foreign antitrust laws has issued an
order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the offer or the merger
that has become final and non-appealable, unless failure by the party
seeking to terminate the merger agreement to perform its obligations
under the merger agreement resulted in or contributed to the issuance
of such order, decree or ruling;
- the offer has expired, terminated or been withdrawn pursuant to its
terms without any Interlogix shares being purchased, unless the party
seeking to terminate the merger agreement has caused the failure of
Margaret Acquisition, Inc. to purchase Interlogix shares in the offer
by failing to perform any of its obligations under the merger
agreement; or
- the offer is not consummated on or before June 15, 2002, unless the
party seeking to terminate the merger agreement has caused the failure
of the offer to be consummated by failing to perform any of its
obligations under this merger agreement.
- by Interlogix if:
- we, Margaret Acquisition, Inc. or any our affiliates fail to commence
the offer on or prior to January 3, 2002, unless Interlogix is in
material breach of the merger agreement;
- it enters into a definite agreement for a superior proposal as
described in "--Covenants and Representation and Warranties--No
Solicitation" and has paid us the termination fee described below, has
given us proper notice of its intention to terminate and has in good
faith discussed with us any proposals that we made in response to
receiving notice of its intention to terminate; or
49
- the representations and warranties of us or Margaret Acquisition, Inc.
contained in the merger agreement are not true and correct (except
where failure to be true and correct would not reasonably be expected
to have a material adverse effect on GE as defined in the merger
agreement), or we or Margaret Acquisition, Inc. have breached or failed
in any material respect to perform or comply with any material
obligation, agreement or covenant contained in the merger agreement,
which inaccuracy or breach cannot be cured or has not been cured within
one business day prior to the expiration date of the offer.
- by us if:
- we, Margaret Acquisition, Inc. or any of our respective affiliates, due
to an occurrence that if occurring after the commencement of the offer
would make it impossible to satisfy any of the conditions to the offer,
have failed to commence the offer on or prior to December 26, 2001,
unless we or Margaret Acquisition, Inc. is in material breach of the
merger agreement;
- the board of directors of Interlogix or any committee thereof has
withdrawn or modified, in a manner adverse to us, its approval or
recommendation of any of the transactions contemplated by the merger
agreement, provided we exercise this termination right on or before the
first day on which Interlogix shares are accepted for payment in the
offer;
- Interlogix enters into any agreement, other than certain
confidentiality agreements, respecting any takeover proposal (see
"--Covenants and Representation and Warranties--No Solicitation"), or
the Interlogix board of directors recommends to its stockholders an
alternative takeover proposal or fails to reject any proposal
respecting a takeover proposal within 10 business days of receipt,
provided we exercise this termination right on or before the first day
on which Interlogix shares are accepted for payment in the offer; or
- Interlogix breaches or fails in any material respect to perform or
comply with any obligation, agreement or covenant contained in the
merger agreement or the representations and warranties of Interlogix
contained in the merger agreement are not true and correct (except
where such failure to be true and correct would not have a material
adverse effect on Interlogix as described in the merger agreement),
which inaccuracy or breach cannot be cured or has not been cured within
one business day prior to the first day on which Interlogix shares are
accepted for payment in the offer, provided we exercise this
termination right on or before the first day on which Interlogix shares
are accepted for payment in the offer.
EFFECT OF TERMINATION. If the merger agreement is terminated as provided
above, the merger agreement will become null and void, without any liability on
the part of us or Interlogix, except as to fees and expenses and nothing shall
relieve any party from liability for fraud or any willful breach of a covenant
contained in the merger agreement.
TERMINATION FEES; EXPENSES
TERMINATION FEE. Interlogix has agreed to pay us a termination fee equal to
$30 million in cash no later than two business days after notice of demand for
payment if:
- (1) a takeover proposal is made known to Interlogix or is made directly to
its stockholders generally or any person publicly announces an intention
(whether conditional or not) to make a takeover proposal and thereafter,
(2) the Interlogix board of directors or any committee of the Interlogix
board of directors withdraws or modifies, in any manner adverse to us, its
approval or recommendation of the transactions contemplated by the merger
agreement, (3) we terminate the merger agreement pursuant to the
provisions in the merger agreement permitting us to do
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so, and (4) Interlogix consummates a transaction contemplated by a
takeover proposal within nine months of the date the merger agreement is
terminated; or
- the merger agreement is terminated by Interlogix because it concurrently
enters into a definitive agreement providing for a superior proposal, as
described above.
EXPENSES. Whether or not the merger is completed, all fees and expenses
incurred in connection with the merger agreement shall be paid by the party
incurring such fees and expenses. However, Interlogix is obligated to pay all of
our costs and expenses if, other than in the circumstances described above in
which Interlogix must pay a termination fee, we terminate the merger agreement
because:
- the Interlogix board of directors or any committee of the Interlogix board
of directors withdraws or modifies, in a manner adverse to us, its
approval or recommendation of any of the transactions contemplated by the
merger agreement; or
- Interlogix has entered into any agreement, other than certain
confidentiality agreements, respecting any takeover proposal, or the
Interlogix board of directors recommends to its stockholders an
alternative takeover proposal or fails to reject any proposal respecting a
takeover proposal within 10 business days of receipt.
AMENDMENT; WAIVER
AMENDMENT. The merger agreement may be amended, modified or supplemented by
the written agreement of the parties at any time prior to the closing date of
the merger agreement, whether before or after the approval and adoption of the
merger agreement by Interlogix stockholders. However, after the first day on
which Interlogix shares are accepted for payment in the offer, no amendment,
modification or supplement of the merger agreement shall be made which adversely
affects Interlogix stockholders or requires further approval of the Interlogix
stockholders, unless approved by the independent directors.
WAIVER. At any time prior to the effective time of the merger, the parties
may:
- extend the time of performance of any of the obligations or other acts of
the other parties;
- waive any inaccuracies in the representations and warranties contained in
the merger agreement or in any document delivered pursuant to the merger
agreement; or
- waive compliance with any of the agreements or conditions contained in the
merger agreement which may be legally waived.
Any extension or waiver will be valid only if set forth in writing and
signed by the party granting the waiver. Neither we nor Interlogix currently
intends or expects to amend or waive any of the representations, warranties,
agreements or conditions in the merger agreement. The failure of any party to
assert any rights under the merger agreement shall not constitute a waiver.
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THE VOTING AGREEMENT
In order to induce GE to enter into the merger agreement, Berwind LLC
entered into a voting agreement with GE concurrently with the execution of the
merger agreement. As of December 17, 2001, Berwind LLC owned approximately 80%
of Interlogix's outstanding common stock. The following description of the
voting agreement is a summary of certain provisions of the voting agreement.
This summary does not purport to describe all the terms of the voting agreement.
The complete text of the voting agreement is attached as an exhibit to the
registration statement of which this prospectus is a part. See "Where You Can
Find More Information" for information on how you can obtain a copy of the
voting agreement. We urge you to read carefully the entire voting agreement
because it contains important information.
Pursuant to the terms of the voting agreement, Berwind LLC has agreed to:
- tender its Interlogix shares in the offer; and
- vote its shares in favor of the merger, the merger agreement and the
related transactions and against any actions or agreements that would
adversely affect the offer or the merger at any meeting of the Interlogix
stockholders.
The voting agreement contains customary representations and warranties.
Under the terms of the voting agreement, Berwind LLC also agreed to restrictions
on the transferability of its shares and a restriction against soliciting
takeover proposals, among other things. Berwind LLC granted GE an irrevocable
proxy with respect to its shares for the purpose of voting those shares as
described above in the event Berwind LLC breaches its obligations under the
voting agreement. Subject to certain limitations, if Interlogix has terminated
the merger agreement because it entered into a definitive agreement for a
superior proposal and, within nine months of such termination Berwind LLC
consummates the sale of any or all of its Interlogix shares to a third party in
connection with a takeover proposal, then it must pay GE the amount of any
profit (defined in the voting agreement to be the excess of the per share amount
to be received by Berwind LLC in sale of its Interlogix shares to a third party
over the price per share offered by GE and Margaret Acquisition, Inc., in
connection with the Offer) it realized from such transaction, net of certain
fees and expenses.
THE CONFIDENTIALITY AGREEMENT
GE and Interlogix entered into a customary confidentiality agreement dated
as of September 25, 2001 (the "Confidentiality Agreement"). The following is a
summary of certain provisions of the Confidentiality Agreement. This summary
does not purport to be complete and is qualified in its entirety by reference to
the complete text of the Confidentiality Agreement. Capitalized terms not
otherwise defined below shall have the meanings set forth in the Confidentiality
Agreement.
The Confidentiality Agreement contains customary provisions pursuant to
which, among other matters, GE, acting through its GE Industrial Systems
business unit, and Interlogix agreed that, subject to certain exceptions, GE
would keep confidential and not disclose all oral and written information which
is either non-public, confidential or proprietary in nature concerning the
business, finances and operations of Interlogix and its affiliates which was
disclosed to GE by Interlogix (the "Confidential Information"), and to use the
Confidential Information solely in connection with a possible transaction
involving GE and Interlogix, together with any of their subsidiaries or
affiliates (the "Transaction"). With certain exceptions, GE agreed not to
solicit certain of Interlogix's employees for a period of 18 months from
September 25, 2001. GE and Interlogix agreed not to disclose to any person,
except based on the advice of outside counsel and after consultation with the
other, the fact that discussions or negotiations between GE and Interlogix were
taking place and not to disclose any of the terms with respect to any possible
Transaction.
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INTERESTS OF CERTAIN PERSONS
The information contained in the Information Statement attached as
Schedule I to the Schedule 14D-9 of Interlogix dated December 27, 2001 is
incorporated herein by reference. Each material agreement, arrangement or
understanding and any actual or potential conflict of interest between
Interlogix or its affiliates and Interlogix's executive officers, directors or
affiliates, or between Interlogix or its affiliates and GE or Margaret
Acquisition, Inc. or their respective executive officers, directors or
affiliates, is incorporated herein by reference as a result of the previous
sentence. See also "The Merger Agreement--Treatment of Interlogix Stock
Options."
DIRECTORS' AND OFFICERS' INSURANCE; INDEMNIFICATION.
The merger agreement provides that, for a period of six years from the
effective time of the merger, GE shall maintain the insurance and
indemnification policies for those directors and officers of Interlogix who are
covered under current Interlogix insurance and indemnification policies. These
policies will provide coverage for events occurring prior to the effective time
that is substantially equivalent to Interlogix's existing policies, and in the
aggregate no less advantageous than such policies; provided, however, that GE is
not required to pay an annual premium in excess of $600,000 per year for such
insurance.
GE will also cause Margaret Acquisition, Inc. to indemnify all such
indemnified parties to the fullest extent permitted by applicable law with
respect to all acts and omissions arising out of such individuals' service as
officers or directors of Interlogix occurring prior to the effective time of the
merger, including the transactions contemplated by the merger agreement. In the
event that any indemnified party becomes involved in any action, proceeding or
investigation in connection with any matter occurring prior to the effective
time of the merger, the surviving corporation will pay such party's reasonable
legal fees and expenses incurred in connection therewith.
53
COMPARATIVE STOCK PRICES AND DIVIDENDS
GE common stock is listed and traded on the NYSE under the symbol "GE."
Interlogix common stock is quoted on the Nasdaq under the symbol "ILXI."
The following table sets forth, for the periods indicated, the high and low
sales prices per share of GE common stock and Interlogix common stock as
reported on the NYSE Composite Tape and the Nasdaq, and the quarterly cash
dividends per share declared with respect thereto.
GE COMMON STOCK(1) INTERLOGIX COMMON STOCK
------------------------------- -------------------------------
HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
-------- -------- --------- -------- -------- ---------
1999
First Quarter.............................. 38.06 31.42 .11 36.88 29.88 --
Second Quarter............................. 39.15 33.27 .11 29.50 21.88 --
Third Quarter.............................. 40.83 34.19 .11 30.06 20.56 --
Fourth Quarter............................. 53.17 38.21 .13 30.50 26.50 --
2000
First Quarter.............................. 54.96 41.67 .13 31.62 25.88 --
Second Quarter............................. 55.98 47.69 .13 30.03 13.50 --
Third Quarter.............................. 60.50 49.50 .13 15.78 9.50 --
Fourth Quarter............................. 59.94 47.19 .16 20.00 12.00 --
2001
First Quarter.............................. 48.06 37.70 .16 26.00 16.44 --
Second Quarter............................. 53.40 39.60 .16 36.50 20.52 --
Third Quarter.............................. 50.20 30.37 .16 32.00 20.10 --
Fourth Quarter (through December 26)....... 41.55 36.34 .18 38.63 24.44 --
------------------------
(1) Reflects the three-for-one stock split effective April 27, 2000 and the
two-for-one stock split effective April 28, 1997.
On December 17, 2001, the last trading day prior to the announcement of the
execution of the merger agreement, the last sales price of Interlogix common
stock was $28.71 per share and the last sales price of GE common stock was
$38.30 per share, as reported on the Nasdaq and the NYSE Composite Tape,
respectively. On December 26, 2001, the most recent practicable trading day
prior to the printing of this prospectus, the last sales price of Interlogix
common stock was $38.55 per share and the last sales price of GE common stock
was $40.55 per share.
The market prices of shares of Interlogix common stock and GE common stock
are subject to fluctuation. As a result, Interlogix and GE shareholders are
urged to obtain current market quotations.
On November 8, 2001 there were approximately 19,558,246 shares of Interlogix
common stock outstanding and, as of September 30, 2001, approximately
9,927,381,000 shares of GE common stock outstanding.
GE DIVIDEND POLICY
The holders of GE common stock receive dividends if and when declared by the
GE board of directors out of funds legally available therefor. GE expects to
continue paying quarterly cash dividends on GE common stock. The declaration and
payment of dividends after the merger will depend upon business conditions,
operating results and the GE board of directors' consideration of other relevant
factors.
GE declared dividends of $5.647 billion in 2000, or approximately 44% of
GE's 2000 consolidated earnings. Per share dividends declared of $0.57 in fiscal
year 2000 increased 17% from 1999, its 25th consecutive annual increase.
54
GE STOCK REPURCHASE PROGRAM
By December 2001, GE had purchased and placed into treasury a total of more
than one billion shares having an aggregate cost of $20.6 billion under a share
repurchase program begun in December 1994. In December 2001, GE's board of
directors increased the authorization to repurchase GE common stock from
$22 billion to $30 billion. Such shares are from time to time reissued upon the
exercise of employee stock options, conversion of convertible securities and for
other corporate purposes. GE intends to continue repurchases of shares in the
ordinary course under its ongoing repurchase program between the date of this
document and the merger, and during the valuation period for the merger.
DESCRIPTION OF GE COMMON STOCK
SET FORTH BELOW IS A DESCRIPTION OF THE GE COMMON STOCK. THE FOLLOWING
STATEMENTS ARE BRIEF SUMMARIES OF, AND ARE SUBJECT TO THE DETAILED PROVISIONS
OF, THE GE CHARTER, THE GE BYLAWS AND THE RELEVANT PROVISIONS OF THE NEW YORK
CORPORATE LAW.
GE currently is authorized to issue up to 13,200,000,000 shares of common
stock, par value $0.06 per share. GE is also authorized to issue up to
50,000,000 shares of preferred stock, par value $1.00 per share, in series. GE
has not issued any of this preferred stock. If preferred stock is issued, GE's
board of directors may fix the designation, relative rights, preferences and
limitations of the shares of each series.
Dividends may be paid on the GE common stock out of funds legally available
for dividends, when and if declared by GE's board of directors.
Holders of the GE common stock are entitled to share ratably in any
dividends and in any assets available for distribution on liquidation,
dissolution or winding-up, subject, if preferred stock of GE is then
outstanding, to any preferential rights of such preferred stock. Each share of
GE common stock entitles the holder thereof to one vote at all meetings of share
owners, and the votes are noncumulative. The GE common stock is not redeemable,
has no subscription or conversion rights and does not entitle the holder thereof
to any preemptive rights.
TRANSFER AGENT AND REGISTRAR
The Bank of New York is the transfer agent and registrar for the GE common
stock.
STOCK EXCHANGE LISTING; DELISTING AND DEREGISTRATION OF INTERLOGIX COMMON STOCK
It is a condition to the offer and the merger that the shares of GE common
stock issuable in the offer and the merger be approved for listing on the NYSE.
If the offer is completed, Interlogix common stock may cease to be quoted on the
Nasdaq.
COMPARISON OF STOCKHOLDER RIGHTS
GE is incorporated under the laws of the State of New York, whereas
Interlogix is incorporated under the laws of the State of Delaware. If the offer
is completed, Interlogix stockholders exchanging their shares in the offer,
whose rights are currently governed by the DGCL, the certificate of
incorporation of Interlogix and the bylaws of Interlogix, will, upon completion
of the offer, become shareholders of GE, and their rights as such will be
governed by the New York Business Corporation Law (the "NYBCL"), the GE
certificate of incorporation and the bylaws of GE. The material differences
between the rights of holders of Interlogix common stock and the rights of
holders of GE common stock, resulting from the differences in their governing
documents, are summarized below.
55
The following summary does not purport to be a complete statement of the
rights of holders of GE common stock under the applicable provisions of the
NYBCL, the GE certificate of incorporation and the GE bylaws or the rights of
the holders of Interlogix common stock under the applicable provisions of the
DGCL, the Interlogix certificate of incorporation and the Interlogix bylaws, or
a complete description of the specific provisions referred to herein. This
summary contains a list of the material differences but is not meant to be
relied upon as an exhaustive list or a detailed description of the provisions
discussed and is qualified in its entirety by reference to the NYBCL and DGCL
and the governing corporate instruments of GE and Interlogix, to which the
holders of Interlogix common stock are referred. Copies of such governing
corporate instruments of GE and Interlogix are available, without charge, to any
person, including any beneficial owner to whom this prospectus is delivered, by
following the instructions listed under "Where You Can Find More Information."
SUMMARY OF MATERIAL DIFFERENCES BETWEEN
THE RIGHTS OF INTERLOGIX STOCKHOLDERS
AND THE RIGHTS OF GE SHAREHOLDERS
INTERLOGIX STOCKHOLDER RIGHTS GE SHAREHOLDER RIGHTS
----------------------------------- -----------------------------------
AUTHORIZED The authorized capital stock of The authorized capital stock of GE
CAPITAL Interlogix currently consists of currently consists of
STOCK: 60,000,000 shares of common stock, 13,250,000,000 shares of capital
par value $0.01 per share. stock, consisting of (i)
Interlogix does not have any 13,200,000,000 shares of GE common
preferred stock authorized. stock, par value $0.06 per share,
and (ii) 50,000,000 shares of
preferred stock, par value $1.00
per share.
NUMBER OF The Interlogix board of directors The GE board of directors currently
DIRECTORS: currently consists of consists of 19 directors. The
nine directors, with each director number of directors shall not be
elected to a one-year term. The less than 10 directors.
number of directors shall not be
less than three nor more than nine
directors.
REMOVAL OF The DGCL and Interlogix's bylaws The NYBCL provides that any or all
DIRECTORS: provide that any or all of the of the directors of a corporation
directors of a corporation may be may be removed for cause and, if
removed with or without cause by the certificate of incorporation or
the affirmative vote of a majority bylaws of the corporation provide,
of the outstanding shares entitled without cause by vote of the
to vote. shareholders. GE's certificate of
incorporation and bylaws do not
provide for removal of directors
without cause.
SHAREHOLDER Interlogix has a stockholder rights GE does not have a shareholder
RIGHTS PLAN: plan. Interlogix's stockholder rights plan.
rights plan does not apply to the
offer and the merger or to any
other transactions contemplated by
the merger agreement or voting
agreement referenced in this
Prospectus.
56
INTERLOGIX STOCKHOLDER RIGHTS GE SHAREHOLDER RIGHTS
----------------------------------- -----------------------------------
AMENDMENT OF Generally, Interlogix's charter may Generally, the NYBCL permits
CHARTER: be amended in any manner permitted amendment of the GE charter if the
under Delaware law, which includes amendment is approved by a majority
the affirmative vote of the holders vote of the board of directors of
of a majority of the outstanding GE and the affirmative vote of at
shares entitled to vote. least a majority of outstanding
shares of GE common stock.
AMENDMENT OF Interlogix's bylaws may be amended, GE's bylaws may be amended or
BYLAWS: supplemented or repealed by the repealed by the shareholders or the
board of directors of the company board of directors of the company,
or by the stockholders entitled to except that the GE board of
vote thereon at any annual or directors does not have the
special meeting of stockholders. authority to amend or repeal any
bylaw which is adopted by the GE
shareholders after April 20, 1948,
unless such authority is granted to
the GE board of directors by the
specific provisions of a bylaw
adopted by the GE shareholders.
APPRAISAL Under Delaware law, the right of The NYBCL provides that, upon
RIGHTS: dissenting stockholders to obtain strict compliance with the
the fair value for their shares is applicable statutory requirements
available in connection with some and procedures, a dissenting
mergers or consolidations. Unless shareholder has the right to
otherwise provided in the corporate receive payment of the fair value
charter, appraisal rights are not of such shareholder's shares if
available to stockholders when the such shareholder objects to: (i)
corporation will be the surviving mergers, (ii) consolidations, (iii)
corporation in a merger and no vote dispositions of assets requiring
of its stockholders is required to shareholder approval, (iv)
approve the merger. In addition, no specified share exchanges, or (v)
appraisal rights are available to amendments to the certificate of
holders of shares of any class of incorporation which adversely
stock which is either: affect the rights of such
shareholder.
(i) listed on a national securities
exchange or designated as a
national market system security
on an interdealer quotation
system by the NASD; or
(ii) held of record by more than
2,000 stockholders,
unless those stockholders are
required by the terms of the merger
or consolidation to accept for such
stock anything other than:
(i) shares of stock of the
surviving corporation;
(ii) shares of stock of another
corporation which, on the
effective
57
INTERLOGIX STOCKHOLDER RIGHTS GE SHAREHOLDER RIGHTS
----------------------------------- -----------------------------------
date of the merger of
consolidation, are of the kind
described under (i) or (ii) in
the paragraph immediately
above;
(iii) cash in lieu of fractional
shares of such stock; or
(iv) any combination of the
consideration set forth in
(i), (ii) or (iii) of this
paragraph.
INTERESTED Under Delaware law, an interested An interested shareholder, defined
SHAREHOLDERS: stockholder, defined generally as a generally as a person owning 20% or
person owning 15% or more of a more of a corporation's outstanding
corporation's outstanding voting voting stock, is prevented from
stock, is prevented from engaging engaging in a business combination
in a business combination with the with the corporation for five years
corporation for three years after becoming an interested
following the time that person shareholder, unless:
became an interested stockholder
unless: (i) the board approved the
transaction in which the interested
(i) the board, prior to the time shareholder became an
the person became an interested interested shareholder; or
stockholder, approved either
the business combination or the (ii) the board approves the
transaction that resulted in business combination before the
the person becoming an shareholder becomes an
interested stockholder; interested shareholder.
(ii) the person became an If the board did not approve the
interested stockholder and 85% transaction in which the interested
owner of the voting stock in shareholder became an interested
the transaction, excluding shareholder, such interested
shares owned by directors who shareholder is prevented from
are also officers and shared engaging in a business combination
owned by some employee plans; after the five-year period unless:
or
(i) a majority of the shares not
(iii) the combination transaction owned by the interested shareholder
is approved by the board and approve the business
authorized by the affirmative combination; or
vote of at least two-thirds of
the outstanding voting stock (ii) the consideration to be
not owned by the interested provided in connection with the
stockholder. business combination meets
certain fair price criteria.
A Delaware corporation can elect in
its charter or bylaws not to be
governed by this provision of
Delaware law. Interlogix made such
an election on May 2, 2000.
58
LEGAL MATTERS
The legality of the GE common stock offered hereby will be passed upon for
GE by Robert E. Healing, Corporate Counsel of GE. Mr. Healing beneficially owns
or has rights to acquire an aggregate of less than 0.01% of GE's common stock.
Gibson, Dunn & Crutcher LLP, counsel to GE, and Dechert, counsel to Interlogix,
will each deliver an opinion concerning the federal income tax consequences of
the offer and the merger.
EXPERTS
KPMG LLP, independent certified public accountants, audited GE's
consolidated financial statements as of December 31, 2000 and 1999, and for each
of the years in the three-year period ended December 31, 2000. GE's annual
report on Form 10-K includes these financial statements and the auditors'
report. This prospectus incorporates the financial statements and report by
reference, relying on KPMG LLP's authority as experts in accounting and
auditing.
Arthur Andersen LLP, independent certified public accountants, audited
Interlogix's consolidated financial statements as of December 31, 2000 and 1999,
and for each of the years in the three-year period ended December 31, 2000.
Interlogix's annual report on Form 10-K includes these financial statements and
the auditors' report. This prospectus incorporates the financial statements and
report by reference, relying on Arthur Andersen LLP's authority as experts in
accounting and auditing.
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by reference
in this document, contains certain forward-looking statements concerning the
financial condition, results of operations and business of GE following the
consummation of its proposed acquisition of Interlogix, the anticipated
financial and other benefits of such proposed acquisition and the plans and
objectives of GE's management following such proposed acquisition, including,
without limitation, statements relating to the cost savings expected to result
from the proposed acquisition, anticipated results of operations of the combined
Interlogix following the proposed acquisition, projected earnings per share of
the combined Interlogix following the proposed acquisition and the restructuring
charges estimated to be incurred in connection with the proposed acquisition.
Generally, the words "will," "may," "should," "continue," "believes," "expects,"
"intends," "anticipates" or similar expressions identify forward-looking
statements.
These forward-looking statements involve certain risks and uncertainties.
Factors that could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among others, the
following factors:
- cost savings expected to result from the proposed acquisition may not be
fully realized or realized within the expected time frame;
- operating results following the proposed acquisition may be lower than
expected;
- competitive pressure among companies in our industry may increase
significantly;
- costs or difficulties related to the integration of the businesses of GE
and Interlogix may be greater than expected;
- adverse changes in the interest rate environment may reduce interest
margins or adversely affect asset values of the combined Interlogix;
- general economic conditions, whether nationally or in the market areas in
which GE and Interlogix conduct business, may be less favorable than
expected;
59
- legislation or regulatory changes may adversely affect the businesses in
which GE and Interlogix are engaged; or
- adverse changes may occur in the securities markets.
See "Where You Can Find More Information."
MISCELLANEOUS
The offer is being made solely by this Prospectus and the related Letter of
Transmittal and is being made to holders of Interlogix shares. Margaret
Acquisition, Inc. is not aware of any jurisdiction where the making of the offer
is prohibited by any administrative or judicial action pursuant to any valid
state statute. If Margaret Acquisition, Inc. becomes aware of any valid state
statute prohibiting the making of the offer or the acceptance of shares pursuant
thereto, Margaret Acquisition, Inc. will make a good faith effort to comply with
any such state statute. If, after such good faith effort, Margaret
Acquisition, Inc. cannot comply with any such state statute, the offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the offer to be made by a licensed broker or dealer, the
offer shall be deemed to be made on behalf of Margaret Acquisition, Inc. by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF MARGARET ACQUISITION, INC. OR INTERLOGIX NOT
CONTAINED IN THIS PROSPECTUS OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
December 28, 2001
60
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF GE AND MARGARET ACQUISITION, INC.
Set forth in the table below are the names and the present principal
occupations or employment and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted, and the five-year employment history of, each of the directors and
executive officers of GE. Except as indicated, each person identified below is a
United States citizen. Mr. Fresco is a citizen of Italy, Mr. Gonzalez is a
citizen of Mexico and Ms. Jung is a citizen of Canada.
GE DIRECTORS
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
James I. Cash, Jr. ....................... 53 Director since 1997. James E. Robison Professor of
Harvard Business School Business Administration--Graduate School of
Morgan Hall Business Administration, Harvard University,
Soldiers Field Road Cambridge, Mass. A graduate of Texas Christian
Boston, Massachusetts 02163 University with MS and PhD degrees from Purdue
University, Dr. Cash joined the faculty of Harvard
Business School in 1976, where he served as
chairman of the MBA program from 1992 to 1995.
Dr. Cash is also a director of Cambridge
Technology Partners, The Chubb Corporation,
Knight-Ridder, Inc., State Street Bank and Trust,
and WinStar Corporation. He also serves as a
trustee of the Massachusetts General Hospital and
Partners Healthcare and as an overseer for the
Boston Museum of Science.
Silas S. Cathcart ........................ 74 Director 1972-1987 and since 1990. Retired
222 Wisconsin Avenue Chairman of the Board and Chief Executive Officer,
Suite 103 Illinois Tool Works, Inc., diversified products,
Lake Forest, Illinois 60045 Chicago, Illinois. Following his graduation from
Princeton in 1948, Mr. Cathcart joined Illinois
Tool Works, Inc., a manufacturer of tools,
fasteners, packaging and other products. He was
named a vice president in 1954, executive vice
president in 1962, and president and director in
1964, and he served as chairman from 1972 to 1986.
From 1987 to 1989, he served as chairman of the
board of Kidder, Peabody Group Inc. Mr. Cathcart
is also a director of Cardinal Health, Inc. and
serves as a trustee of the Buffalo Bill Historical
Society.
I-1
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
Dennis D. Dammerman ...................... 55 Vice Chairman of the Board and Executive Officer,
General Electric Company General Electric Company; Chairman, General
3155 Easton Turnpike Electric Capital Services, Inc. Mr. Dammerman
Fairfield, Connecticut 06431 joined GE after graduating from the University of
Dubuque in 1967. He had financial assignments in
several GE businesses before being named vice
president and comptroller of General Electric
Credit Corporation (now GE Capital Corporation) in
1979. In 1981, he became vice president and
general manager of GE Capital's Commercial
Services Department and, later that year, of GE
Capital's Real Estate Financial Services Division.
He was elected Senior Vice President for Finance
of GE in 1984, a director of GE in 1994 and, in
1998, was named Vice Chairman of the Board and
Executive Officer of GE and Chairman and CEO of GE
Capital Services, Inc.
Paolo Fresco ............................. 67 Director since 1990. Chairman of the Board, Fiat
Fiat SpA SpA, automotive and industrial products, Turin,
via Nizza 250 Italy. Mr. Fresco received a law degree from the
10126 Torino, Italy University of Genoa. After practicing law in Rome,
he joined GE's Italian subsidiary, Compagnia
Generale di Elettricita (COGENEL), in 1962 as
corporate counsel, becoming president and general
manager of that company in 1972. In 1976, he
joined GE's International Group and was elected a
vice president in 1977. Mr. Fresco became vice
president and general manager--Europe and Africa
Operations in 1979. In 1985, he was named vice
president and general manager--International
Operations. In 1987, he was elected senior vice
president--GE International. He became a member of
the GE Board in 1990 and was elected vice chairman
of the board and executive officer of GE in 1992.
Mr. Fresco retired from GE and became chairman of
the board of Fiat SpA of Italy in 1998.
I-2
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
Ann M. Fudge ............................. 49 Director since 1999. Former President, Kraft's
Kraft Food, Inc. Maxwell House and Post Division, and Executive
555 South Broadway Vice President, Kraft Foods, Inc., packaged foods,
Tarrytown, New York 10591 White Plains, New York After graduating from
Simmons College in 1973, Ms. Fudge worked in human
resources for GE until entering Harvard
University, where she obtained an MBA in 1977. She
then held marketing positions at General Mills
until joining General Foods in 1986, where she was
appointed executive vice president in 1991. In
1994, she was named president of Kraft General
Foods' Maxwell House Coffee Company, and in 1995,
executive vice president of Kraft Foods, Inc. She
was president of Kraft's Maxwell House and Post
coffee and cereal division from 1997 to 2001.
Ms. Fudge is a director of Honeywell
International Inc., Liz Claiborne, Inc. and the
Federal Reserve Bank of New York.
Claudio X. Gonzalez ...................... 66 Director since 1993. Chairman of the Board and
Kimberly-Clark de Mexico, S.A. de C.V. Chief Executive Officer, Kimberly-Clark de Mexico,
Jose Luis Lagrange 103, Terecero Piso S.A. de C.V., Mexico City, and Director,
Colonia Los Morales Kimberly-Clark Corporation, consumer and paper
Mexico, D.F. 11510, Mexico products. Mr. Gonzalez is a graduate of Stanford
University. He was employed by Kimberly-Clark in
1956 and by Kimberly-Clark de Mexico, S.A. in
1957. He was elected vice president of operations
of Kimberly-Clark de Mexico, S.A. in 1962 and
executive vice president and managing director in
1966. He assumed his present position in 1973.
Mr. Gonzalez is also a director of Home Depot,
Inc., Kellogg Company, The Mexico Fund, Inc.,
Planet Hollywood International, Inc., Banco
Nacional de Mexico, Grupo Carso, Grupo Industrial
ALFA, Grupo Modelo, Grupo Televisa and Telefonos
de Mexico.
I-3
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
Jeffrey R. Immelt ........................ 44 Director since 2000. Chairman of the Board and
General Electric Company Chief Executive Officer General Electric Company.
3135 Easton Turnpike Mr. Immelt joined GE in corporate marketing in
Fairfield, Connecticut 06431 1982 after receiving a degree in applied
mathematics from Dartmouth College and an MBA from
Harvard University. He then held a series of
leadership positions with GE Plastics in sales,
marketing and global product development. He
became a vice president of GE in 1989, responsible
for consumer service for GE Appliances. He then
became vice president of worldwide marketing and
product management for GE Appliances in 1991, vice
president and general manager of GE Plastics
Americas commercial division in 1992, and vice
president and general manager of GE Plastics
Americas in 1993. He became senior vice president
of GE and president and chief executive officer of
GE Medical Systems in 1996. Mr. Immelt became
GE's president and chairman-elect in 2000.
Andrea Jung .............................. 41 Director since 1998. President and Chief Executive
Avon Products, Inc. Officer, and Director, Avon Products, Inc.,
1345 Avenue of the Americas cosmetics, New York, New York. Ms. Jung, a
New York, New York 10105 graduate of Princeton University, joined Avon
Products, Inc., a multinational cosmetics company,
in 1994 as president, product marketing for Avon
U.S. She was elected president, global marketing,
in 1996, an executive vice president in 1997,
president and a director of the company in 1998
and chief executive officer in 1999. Previously,
she was executive vice president, Neiman Marcus
and a senior vice president for I. Magnin.
Ms. Jung is also a member of the Princeton
University Board of Trustees and is a director of
Catalyst and the Cosmetic, Toiletry and Fragrance
Association.
Kenneth G. Langone ....................... 65 Director since 1999. Chairman, President and Chief
Invemed Associates, Inc. Executive Officer, Invemed Associates, Inc.,
375 Park Avenue investment banking and brokerage, New York, New
New York, New York 10152 York. Mr. Langone received a BA from Bucknell
University and an MBA from New York University's
Stern School of Business. He is the founder of
Invemed Associates, Inc., and a co-founder,
director and member of the executive committee of
Home Depot, Inc. He is also a director of DBT
Online, Inc., InterWorld Corporation, TRICON
Global Restaurants, Inc. and Unifi, Inc., as well
as the New York Stock Exchange. In addition to
serving as a director of numerous charitable
organizations, Mr. Langone is chairman of the NYU
School of Medicine and serves on the Board of
Trustees of New York University and the Board of
Overseers of its Stern School of Business.
I-4
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
Rochelle B. Lazarus ...................... 53 Director since 2000. Chairman and Chief Executive
Oglivy & Mather Worldwide Officer, Ogilvy & Mather Worldwide, advertising,
309 West 49th Street New York, New York. A graduate of Smith College,
New York, New York 10019 Ms. Lazarus holds an MBA from Columbia University.
She joined Ogilvy & Mather Worldwide, a
multinational advertising agency, in 1971,
becoming president of its U.S. direct marketing
business in 1989. She then became president of
Ogilvy & Mather New York, and president of Ogilvy
& Mather North America before becoming president
and chief executive of the worldwide agency in
1995, chief executive officer in 1996, and
chairman in 1997. Ms. Lazarus also serves as
director of Ann Taylor Stores, New York
Presbyterian Hospital, the World Wildlife Fund and
TIAA-CREF. She is chairman of the Board of
Trustees of Smith College, and immediate-past
president of the American Association of
Advertising Agencies.
Scott G. McNealy ......................... 46 Director since 1999. Chairman, President and Chief
Sun Microsystems, Inc. Executive Officer, Sun Microsystems, Inc.,
901 San Antonio Road supplier of network computing solutions, Palo
Palo Alto, California 94303-4900 Alto, California. After graduating with an
economics degree from Harvard University in 1976,
Mr. McNealy worked in manufacturing for Rockwell
International before entering Stanford University,
where he obtained an MBA degree in 1980. Following
Stanford, Mr. McNealy worked at FMC Corporation
and Onyx Systems before co-founding Sun
Microsystems, Inc., where he became a director and
vice president of operations in 1982. Mr. McNealy
has been chairman of the Board of Directors and
chief executive officer of Sun Microsystems since
1984.
Gertrude G. Michelson .................... 75 Director since 1976. Former member of the Board of
Federated Department Stores Directors, Federated Department Stores, Senior
151 West 34th Street Vice President--External Affairs and former
New York, New York 10001 Director, R. H. Macy & Co., Inc., retailers, New
York, New York. Mrs. Michelson received a BA
degree from Pennsylvania State University in 1945
and an LLB degree from Columbia University in
1947, at which time she joined Macy's--New York.
Mrs. Michelson was elected a vice president in
1963 and senior vice president in 1979, and she
was named senior vice president--external affairs
in 1980. She served as senior advisor to
R. H. Macy & Co., Inc. from 1992 to 1994. She is
chairman emeritus of the Board of Trustees of
Columbia University and president of the Board of
Overseers, TIAA-CREF.
I-5
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
Sam Nunn ................................. 62 Director since 1997. Partner, King & Spalding, law
King & Spalding firm, Atlanta, Georgia. After attending Georgia
191 Peachtree Street, N.E. Institute of Technology and serving in the U.S.
Atlanta, Georgia 30303 Coast Guard, Mr. Nunn received an AB degree from
Emory University in 1960 and an LLB degree from
Emory Law School in 1962. He then practiced law
and served in the Georgia House of Representatives
before being elected to the United States Senate
in 1972, where he served as the chairman and
ranking member on both the Senate Armed Services
Committee and the Senate Permanent Committee on
Investigations before retiring in 1997. Mr. Nunn
is also a director of The Coca-Cola Company, Dell
Computer Corporation, Internet Security Systems
Group, Inc., National Service Industries, Inc.,
Scientific-Atlanta, Inc., Texaco Inc. and Total
System Services, Inc. He also is involved in
public policy work as chairman of the board of the
Center for Strategic and International Studies
(CSIS) and the Sam Nunn School of International
Affairs at the Georgia Institute of Technology.
Roger S. Penske .......................... 64 Director since 1994. Chairman of the Board and
Penske Corporation President, Penske Corporation, Detroit Diesel
13400 Outer Drive Corporation, Penske Truck Leasing Corporation, and
West Detroit, Michigan 48239 United Auto Group, Inc., transportation and
automotive services, Detroit, Michigan. A 1959
graduate of Lehigh (Pennsylvania) University,
Mr. Penske founded Penske Corporation in 1969. He
became chairman of the board of Penske Truck
Leasing Corporation in 1982, chairman and chief
executive officer of Detroit Diesel Corporation in
1988 and chairman of the board of United Auto
Group, Inc. in 1999. Mr. Penske is also vice
chairman and a director of International Speedway
Corporation and a director of Delphi Automotive
Systems Corporation. He serves as a trustee of the
Henry Ford Museum and Greenfield Village, is a
director of Detroit Renaissance and is a member of
the Business Council.
Frank H.T. Rhodes ........................ 74 Director since 1984. President Emeritus, Cornell
Cornell University University, Ithaca, New York. An English-born
3104 Snee Building naturalized U.S. citizen, Dr. Rhodes holds
Ithaca, New York 14853 bachelor of science, doctor of philosophy and
doctor of science degrees from the University of
Birmingham (United Kingdom). He served as
president of Cornell University from 1977 to 1995.
Dr. Rhodes was appointed by President Reagan as a
member of the National Science Board, of which he
is a former chairman, and by President Bush as a
member of the President's Education Policy
Advisory Committee.
I-6
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- --------------------------------------------------
Gary L. Rogers ........................... 56 Vice Chairman of the Board and Executive Officer
General Electric Company since May 2001. Prior to that, GE Senior Vice
3135 Easton Turnpike President and President and CEO--GE Plastics since
Fairfield, Connecticut 06431 1989.
Andrew C. Sigler ......................... 69 Director since 1984. Retired Chairman of the Board
Champion International Corporation and CEO and former Director, Champion
1 Champion Plaza International Corporation, paper and forest
Stamford, Connecticut 06921 products, Stamford, Connecticut. A graduate of
Dartmouth College with an MBA degree from its Amos
Tuck School of Business Administration, Mr. Sigler
joined Champion Papers Inc., a predecessor of
Champion International, in 1956. He served as
chairman of the board of directors and chief
executive officer of Champion International from
1979 until his retirement in 1996. Mr. Sigler is
also a director of Honeywell International Inc.
and J.P. Morgan Chase Co.
Douglas A. Warner III .................... 54 Director since 1992. Chairman of the Board,
J.P. Morgan & Co., Inc. President and Chief Executive Officer, J.P. Morgan
& Morgan Guaranty Trust Co. & Co. Incorporated and Morgan Guaranty Trust
60 Wall Street Company, New York, New York. Following graduation
New York, New York 10260 from Yale University in 1968, Mr. Warner joined
Morgan Guaranty Trust Company, a wholly-owned
subsidiary of J.P. Morgan & Co. Incorporated. He
was named an executive vice president of the bank
in 1987, executive vice president of the parent in
1989 and managing director of the bank and its
parent in 1989. He was elected president and a
director of the bank and its parent in 1990 and
became chairman and chief executive officer in
1995. Mr. Warner is also a director of
Anheuser-Busch Companies, Inc., chairman of the
Board of Managers and the Board of Overseers of
Memorial Sloan-Kettering Cancer Center, a member
of the Business Council and a trustee of the
Pierpont Morgan Library.
I-7
GE EXECUTIVE OFFICERS
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- ---------------------------------------------------
Jeffrey R. Immelt ........................ 45 GE Chairman of the Board and Chief Executive
General Electric Company Officer since 2001.
3135 Easton Turnpike
Fairfield, Connecticut 06431
Philip D. Ameen .......................... 52 GE Vice President and Comptroller since 1994.
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
James R. Bunt ............................ 59 GE Vice President and Treasurer since 1993.
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
David L. Calhoun ......................... 43 GE Senior Vice President--GE Aircraft Engines.
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
William J. Conaty ........................ 55 GE Senior Vice President--Human Resources since
General Electric Company 1993.
3135 Easton Turnpike
Fairfield, Connecticut 06431
Dennis D. Dammerman ...................... 55 Vice Chairman of the Board and Executive Officer.
General Electric Company He was elected Senior Vice President for Finance of
3155 Easton Turnpike GE in 1984, a director of GE in 1994 and, in 1998,
Fairfield, Connecticut 06431 was named Vice Chairman of the Board and Executive
Officer of GE and Chairman and CEO of GE Capital
Services, Inc.
Scott C. Donnelly ........................ 39 Senior Vice President, Research and Development
General Electric Company since 2000. Prior to that Mr. Donnelly served in
One Research Circle executive positions in General Electric Company.
Niskayuna, New York 12309
Matthew J. Espe .......................... 42 GE Senior Vice President and President and CEO--GE
General Electric Company Lighting since May 16, 2000. Prior to that,
Nela Park Mr. Espe served in executive positions in
Cleveland, Ohio 44112 GE Plastics.
Yoshiaki Fujimori ........................ 50 GE Senior Vice President and President and CEO--
General Electric Company GE Plastics since May 2001. Prior to that
One Plastics Avenue Mr. Fujimori served in executive positions in
Pittsfield, Massachusetts 01201 General Electric Company.
I-8
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- ---------------------------------------------------
Benjamin W. Heineman, Jr. ................ 57 Senior Vice President, General Counsel and
General Electric Company Secretary since 1987.
3155 Easton Turnpike
Fairfield, Connecticut 06431
Joseph M. Hogan .......................... 43 Senior Vice President, and President and CEO--GE
General Electric Company Medical Systems since November 2000. Prior to that
Post Office Box 414 Mr. Hogan served in executive positions in General
Milwaukee, Wisconsin 53201 Electric Company.
John Krenicki, Jr. ....................... 38 GE Vice President and President and CEO--
General Electric Company GE Transportation Systems since July 14, 2000.
2901 East Lake Road Prior to that, Mr. Krenicki served in executive
Erie, Pennsylvania 16531 positions in GE's Plastics and Lighting businesses.
Robert W. Nelson ......................... 60 GE Vice President--Financial Planning and Analysis
General Electric Company since 1991.
3135 Easton Turnpike
Fairfield, Connecticut 06431
Gary M. Reiner ........................... 46 GE Senior Vice President and Chief Information
General Electric Company Officer since 1996. Prior to that, he served as
3135 Easton Turnpike GE Vice President--Corporate Business Development.
Fairfield, Connecticut 06431
John G. Rice ............................. 44 GE Senior Vice President and Chief Operating
General Electric Company Officer-- GE Power Systems since July 3, 2000.
1 River Road Prior to that, he served in executive positions in
Schenectady, New York 12345 GE's Transportation Systems and Plastics
businesses.
Gary L. Rogers ........................... 56 Vice Chairman of the Board and Executive Officer
General Electric Company since May 2001. Prior to that, GE Senior Vice
3135 Easton Turnpike President and President and CEO--GE Plastics
Fairfield, Connecticut 06431 since 1989.
Keith S. Sherin .......................... 42 GE Senior Vice President and Chief Financial
General Electric Company Officer since 1998. Prior to that, Mr. Sherin
3135 Easton Turnpike served in financial executive positions in
Fairfield, Connecticut 06431 GE Medical Systems.
Lloyd G. Trotter ......................... 55 GE Senior Vice President and President and CEO--
General Electric Company GE Industrial Systems since 1992.
41 Woodford Avenue
Plainville, Connecticut 06062
Robert C. Wright ......................... 57 Vice Chairman of the Board and Executive Officer
30 Rockerfeller Plaza since 2001. Prior to that, Chairman and Chief
New York, New York 10112 Executive Officer, National Broadcasting Company,
Inc.
I-9
MARGARET ACQUISITION, INC. DIRECTORS AND OFFICERS
Set forth in the table below is the name and the present principal
occupations or employment and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted, and the five-year employment history of the sole director and
executive officer of Margaret Acquisition, Inc. Mr. Trotter is a United States
citizen.
NAMES AND CURRENT PRESENT PRINCIPAL OCCUPATION OR MATERIAL
BUSINESS ADDRESS AGE HELD DURING THE PAST FIVE YEARS
------------------------------------------ -------- ---------------------------------------------------
Lloyd G. Trotter ......................... 55 President and Director since 2001. Mr. Trotter has
General Electric Company been Senior Vice President and President and
41 Woodford Avenue CEO--GE Industrial Systems since 1992.
Plainville, Connecticut 06062
I-10
SCHEDULE II
SECTION 262
OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
("APPRAISAL RIGHTS")
SECTION 262. APPRAISAL RIGHTS
(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the
effective date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the merger
or consolidation nor consented thereto in writing pursuant to section 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to section 251 (other than a merger effected pursuant to
section 251(g) of this title), section 252, section 254, section 257,
section 258, section 263 or section 264 of this title:
(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no appraisal
rights shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its
approval the vote of the stockholders of the surviving corporation as
provided in subsection (f) of section 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required by
the terms of an agreement of merger or consolidation pursuant to
section 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation
II-1
system by the National Association of Securities Dealers, Inc. or held of
record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this paragraph.
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under section 253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections
(d) and (e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are available
pursuant to subsection (b) or (c) hereof that appraisal rights are available
for any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder electing to
demand the appraisal of his shares shall deliver to the corporation, before
the taking of the vote on the merger or consolidation, a written demand for
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares. A proxy
or vote against the merger or consolidation shall not constitute such a
demand. A stockholder electing to take such action must do so by a separate
written demand as herein provided. Within 10 days after the effective date
of such merger or consolidation, the surviving or resulting corporation
shall notify each stockholder of each constituent corporation who has
complied with this subsection and has not voted in favor of or consented to
the merger or consolidation of the date that the merger or consolidation has
become effective; or
(2) If the merger or consolidation was approved pursuant to section 228
or section 253 of this title, then, either a constituent corporation, before
the effective date of the merger or consolidation, or the surviving or
resulting corporation within ten days thereafter, shall notify each of the
holders of any class or series of stock of such constituent corporation who
are entitled to appraisal rights of the approval of the merger or
consolidation and that appraisal rights are available for any or all shares
of such class or series of stock of such constituent corporation, and shall
include in such notice a copy of this section; provided that, if the notice
is given on or after the effective date or the merger or consolidation, such
notice shall be given by the surviving or resulting corporation to all such
holders of any class or series of stock of a constituent corporation that
are entitled to appraisal rights. Such notice may, and, if given on or after
the effective date of the merger or consolidation, shall, also notify such
stockholders of the effective date of the merger or consolidation. Any
stockholder entitled to appraisal rights may, within 20 days after the date
of mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal
II-2
of such holder's shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of such holder's shares.
If such notice did not notify stockholders of the effective date of the
merger or consolidation, either (i) each such constituent corporation shall
send a second notice before the effective date of the merger or
consolidation notifying each of the holders of any class or series of stock
of such constituent corporation that are entitled to appraisal rights of the
effective date of the merger or consolidation or (ii) the surviving or
resulting corporation shall send such a second notice to all such holders on
or within 10 days after such effective date; provided, however, that if such
second notice is sent more than 20 days following the sending of the first
notice, such second notice need only be sent to each stockholder who is
entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is
required to give either notice that such notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. For
purposes of determining the stockholders entitled to receive either notice,
each constituent corporation may fix, in advance, a record date that shall
be not more than 10 days prior to the date the notice is given, provided,
that if the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the day
on which the notice is given.
(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and
(d) hereof, upon written request, shall be entitled to receive from the
corporation surviving the merger or resulting from the consolidation a statement
setting forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or within
10 days after expiration of the period for delivery of demands for appraisal
under subsection (d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the
II-3
stockholders who have demanded an appraisal for their shares and who hold stock
represented by certificates to submit their certificates of stock to the
Register in Chancery for notation thereon of the pendency of the appraisal
proceedings; and if any stockholder fails to comply with such direction, the
Court may dismiss the proceedings as to such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that he is
not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection
(d) of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within
60 days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.
II-4
Facsimile copies of letters of transmittal, properly completed and duly
executed, will be accepted. The appropriate letter of transmittal, certificates
for Interlogix shares and any other required documents should be sent or
delivered by each Interlogix stockholder or his broker, dealer, commercial bank,
trust company or other nominee to the exchange agent at one of its addresses set
forth below.
THE EXCHANGE AGENT FOR THE OFFER IS:
THE BANK OF NEW YORK
BY REGULAR MAIL: BY HAND: BY OVERNIGHT COURIER:
The Bank of New York The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 One Wall Street 385 Rifle Camp Road
Church Street Station Third Floor Fifth Floor
New York, New York 10286 New York, New York 10286 West Paterson, New Jersey 07424
By Facsimile Transmission
(for Eligible Institutions Only):
(973) 247-4077
To Confirm Facsimile Transmission
Call: (973) 247-4075
------------------------
Any questions or requests for assistance or additional copies of the
prospectus, the letter of transmittal and the notice of guaranteed delivery and
related exchange offer materials may be directed to the information agent at the
telephone number and location listed below. You may also contact your local
broker, commercial bank, trust company or nominee for assistance concerning the
offer.
THE INFORMATION AGENT FOR THE OFFER AND THE MERGER IS:
[LOGO]
445 Park Avenue
5th Floor
New York, New York 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms Call: (800) 654-2468
Stockholders Please Call: (800) 607-0088
E-mail: ILXI.INFO@morrowco.com
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the NYBCL provides that, in addition to indemnification
provided in Article 7 of the NYBCL, a corporation may indemnify a director or
officer by a provision contained in the certificate of incorporation or bylaws
or by a duly authorized resolution of its stockholders or directors or by
agreement, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of (1) a threatened or pending action which is settled or otherwise disposed of,
or (2) any claim as to which such director or officer shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and Section 723 of the NYBCL. Section 725 of the NYBCL
contains certain other miscellaneous provisions affecting the indemnification of
directors and officers.
Section 726 of the NYBCL authorizes a corporation to purchase and maintain
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the provisions of
Article 7 of the NYBCL, (2) directors and officers in instances in which they
may be indemnified by a corporation under the provisions of Article 7 of the
NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by a corporation under such section, provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State Superintendent of Insurance, for a retention
amount and for co-insurance.
II-1
Section 6 of the Restated Certificate of Incorporation, as amended, of GE
provides in part as follows:
A person who is or was a director of the corporation shall have no personal
liability to the corporation or its stockholders for damages for any breach of
duty in such capacity except that the foregoing shall not eliminate or limit
liability where such liability is imposed under the Business Corporation Law of
the State of New York.
Article XI of the bylaws, as amended, of GE provides, in part, as follows:
The Company shall, to the fullest extent permitted by applicable law as the
same exists or may hereafter be in effect, indemnify any person who is or was or
has agreed to become a director or officer of the Company and who is or was made
or threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Company to procure
a judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which such person is
serving, has served or has agreed to serve in any capacity at the request of the
Company, by reason of the fact that he or she is or was or has agreed to become
a director or officer of the Company, or is or was serving or has agreed to
serve such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid or to be paid in settlement, taxes or penalties, and costs, charges
and expenses, including attorney's fees, incurred in connection with such action
or proceeding or any appeal therein, provided, however, that no indemnification
shall be provided to any such person if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so adjudicated, or
(ii) he or she personally gained in fact a financial profit or other advantage
to which he or she was not legally entitled. The benefits of this Paragraph A
shall extend to the heirs and legal representatives of any person entitled to
indemnification under this paragraph.
GE has purchased liability insurance for its officers and directors as
permitted by Section 727 of the NYBCL.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a list of Exhibits included as part of this
Registration Statement. General Electric agrees to furnish supplementally a copy
of any omitted exhibit or schedule to the Commission upon request. Items marked
with an asterisk are filed herewith.
2.1 Agreement and Plan of Merger dated as of December 17, 2001
among General Electric Company, Margaret Acquisition, Inc.
and Interlogix, Inc., incorporated by reference to the
filing dated December 19, 2001 pursuant to Rule 425 of the
Securities Act.
3.1 The Certificate of Incorporation, as amended, and Bylaws, as
amended, of General Electric Company are incorporated by
reference to Exhibit (3) of General Electric Company's
Current Report on Form 8-K dated May 1, 2000.
4.1 The Certificate of Incorporation, as amended, and Bylaws, as
amended, of General Electric Company are incorporated by
reference to Exhibit (3) of General Electric Company's
Current Report on Form 8-K dated May 1, 2000.
4.2 The instruments defining the rights of holders of long-term
debt securities of General Electric Company and its
subsidiaries are omitted pursuant to item 601(b)(4)(iii)(A)
of Regulation S-K. General Electric Company hereby agrees
to furnish copies of these instruments to the SEC upon
request.
5.1+ Opinion of Robert E. Healing, Corporate Counsel for General
Electric Company, as to the legality of the securities being
registered.
II-2
8.1+ Opinion of Gibson, Dunn & Crutcher LLP as to the United
States federal income tax consequences of the Offer and the
Merger.
8.2+ Opinion of Dechert as to the United States federal income
tax consequences of the Offer and the Merger.
9.1+ Voting Agreement, dated as of December 17, 2001, by and
between General Electric Company, Margaret
Acquisition, Inc. and Berwind LLC.
23.1+ Consent of KPMG LLP.
23.2+ Consent of Arthur Andersen LLP.
23.4 Consent of Robert E. Healing (included in Exhibit 5.1 to
this Registration Statement).
23.5 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 8.1 to this Registration Statement).
23.6 Consent of Dechert (included in Exhibit 8.2 to this
Registration Statement).
24.1+ Powers of Attorney.
99.1+ Letter of Transmittal, dated December 28, 2001.
99.2+ Notice of Guaranteed Delivery, December 28, 2001.
99.3+ Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated December 28, 2001.
99.4+ Letter to Clients, dated December 28, 2001.
99.5+ Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(b) Not applicable.
------------------------
+ Filed herewith.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's manual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
The undersigned registrant undertakes as follows: that prior to any public
reoffering of the securities registered hereunder through use of a prospectus
which is a part of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed pursuant
to the preceding paragraph, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
II-3
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemmification against such liabilities (other than the payment by GE of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incoporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield,
State of Connecticut, on December 27, 2001.
GENERAL ELECTRIC COMPANY
By: /s/ PHILIP D. AMEEN
-----------------------------------------
Philip D. Ameen
VICE PRESIDENT AND COMPTROLLER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
Chairman of the Board, December 27, 2001
------------------------------------------- Chief Executive Officer
Jeffrey R. Immelt* and Director (Principal
Executive Officer)
Senior Vice President December 27, 2001
------------------------------------------- Finance, Chief Financial
Keith S. Sherin* Officer and Director
(Principal Financial
Officer)
/s/ PHILIP D. AMEEN Vice President and December 27, 2001
------------------------------------------- Comptroller (Principal
Philip D. Ameen Accounting Officer)
Director December 27, 2001
-------------------------------------------
James I. Cash, Jr.*
Director December 27, 2001
-------------------------------------------
Silas S. Cathcart*
Director December 27, 2001
-------------------------------------------
Dennis D. Dammerman*
Director December 27, 2001
-------------------------------------------
Paolo Fresco*
Director December 27, 2001
-------------------------------------------
Ann Fudge*
Director December 27, 2001
-------------------------------------------
Claudio X. Gonzalez*
II-5
NAME TITLE DATE
---- ----- ----
Director December 27, 2001
-------------------------------------------
Andrea Jung*
Director December 27, 2001
-------------------------------------------
Kenneth G. Langone*
Director December 27, 2001
-------------------------------------------
Rochelle B. Lazarus*
Director December 27, 2001
-------------------------------------------
Scott McNealy
Director December 27, 2001
-------------------------------------------
Gertrude G. Michelson*
Director December 27, 2001
-------------------------------------------
Sam Nunn*
Director December 27, 2001
-------------------------------------------
Roger Penske
Director December 27, 2001
-------------------------------------------
Frank H. T. Rhodes*
Director December 27, 2001
-------------------------------------------
G. L. Rogers*
Director December 27, 2001
-------------------------------------------
Andrew C. Sigler*
Director December 27, 2001
-------------------------------------------
Douglas A. Warner, III*
Director December 27, 2001
-------------------------------------------
Robert C. Wright*
*By: /s/ ROBERT E. HEALING
--------------------------------------
Robert E. Healing
AS ATTORNEY-IN-FACT
II-6
EXHIBIT INDEX
EXHIBIT
-------
2.1 Agreement and Plan of Merger dated as of December 17, 2001
among General Electric Company, Margaret Acquisition, Inc.
and Interlogix, Inc., incorporated by reference to the
filing dated December 19, 2001 pursuant to Rule 425 of the
Securities Act of 1933, as amended.
3.1 The Certificate of Incorporation, as amended, and Bylaws, as
amended, of General Electric Company are incorporated by
reference to Exhibit (3) of General Electric Company's
Current Report on Form 8-K dated May 1, 2000.
4.1 The Certificate of Incorporation, as amended, and Bylaws, as
amended, of General Electric Company are incorporated by
reference to Exhibit (3) of General Electric Company's
Current Report on Form 8-K dated May 1, 2000.
4.2 The instruments defining the rights of holders of long-term
debt securities of General Electric Company and its
subsidiaries are omitted pursuant to item 601(b)(4)(iii)(A)
of Regulation S-K. General Electric Company hereby agrees to
furnish copies of these instruments to the SEC upon request.
5.1+ Opinion of Robert E. Healing, Corporate Counsel for General
Electric Company, as to the legality of the securities being
registered.
8.1+ Opinion of Gibson, Dunn & Crutcher LLP as to the United
States federal income tax consequences of the Offer and the
Merger.
8.2+ Opinion of Dechert as to the United States federal income
tax consequences of the Offer and the Merger.
9.1+ Voting Agreement, dated as of December 17, 2001, by and
between General Electric Company, Margaret
Acquisition, Inc. and Berwind LLC.
23.1+ Consent of KPMG LLP.
23.2+ Consent of Arthur Andersen LLP.
23.4 Consent of Robert E. Healing (included in Exhibit 5.1 to
this Registration Statement).
23.5 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
8.1 to this Registration Statement).
23.6 Consent of Dechert (included in Exhibit 8.2 to this
Registration Statement).
24.1+ Powers of Attorney.
99.1+ Letter of Transmittal, dated December 28, 2001.
99.2+ Notice of Guaranteed Delivery, December 28, 2001.
99.3+ Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated December 28, 2001.
99.4+ Letter to Clients, dated December 28, 2001.
99.5+ Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
------------------------
+ Filed herewith.