SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 22, 2000
General Electric Company
(Exact name of Registrant as specified in its charter)
New York 1-35 14-0689340
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
3135 Easton Turnpike, Fairfield, Connecticut 06431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 373-2211
Exhibit Index appears on page 4
2
Item 5. Other Events.
- ----------------------
On October 22, 2000, General Electric Company, a New York
corporation ("GE"), and Honeywell International Inc., a Delaware corporation
("Honeywell"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for a business combination between GE and Honeywell. Under
the Merger Agreement, a subsidiary of GE will be merged with and into Honeywell,
and Honeywell will become a wholly-owned subsidiary of GE. Upon consummation of
the Merger, each outstanding share of common stock, par value $1 per share, of
Honeywell will be converted into the right to receive 1.055 shares of common
stock, par value $.06 per share, of GE.
Consummation of the Merger is subject to certain conditions,
including among other things, (i) approval of the Merger by the stockholders of
Honeywell, (ii) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) approval of the
Merger by the European Commission pursuant to Council Regulation No. 4064/89 of
the European Community, as amended.
Under the termination provision contained in the Merger Agreement,
Honeywell will be required to pay GE $1.35 billion (the "Fee") in the event that
the Merger Agreement is terminated under certain circumstances. Honeywell will
be required to pay the Fee if the Merger Agreement is terminated by either GE or
Honeywell because the Merger Agreement is not approved by Honeywell's
stockholders at a meeting of such stockholders, and an Acquisition Proposal has
been made public with respect to Honeywell and is not withdrawn. Under the terms
of the Merger Agreement, an "Acquisition Proposal" means any offer or proposal
for, or indication of interest in, any (i) direct or indirect acquisition or
purchase of a business or asset of Honeywell or its subsidiaries that
constitutes 20% or more of the net revenues, net income or assets of Honeywell
and its subsidiaries, taken as a whole, (ii) direct or indirect acquisition or
purchase of 20% or more of any class of equity securities of Honeywell or any of
its subsidiaries whose business constitutes 20% or more of the net revenues, net
income or assets of Honeywell and its subsidiaries, taken as a whole, (iii)
tender offer or exchange offer that, if consummated, would result in a person or
entity beneficially owning 20% or more of any class of equity securities of
Honeywell or any of its subsidiaries whose business constitutes 20% or more of
the net revenues, net income or assets of Honeywell and its subsidiaries, taken
as a whole or (iv) merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving
Honeywell or any of its subsidiaries whose business constitutes 20% or more of
the net revenue, net income or assets of Honeywell and its subsidiaries, taken
as a whole.
Honeywell will also be required to pay the Fee if the Merger
Agreement is terminated by GE after Honeywell's board of directors (i) either
fails to recommend or withdraws, modifies or changes its recommendation of the
Merger Agreement or the Merger in a manner adverse to GE, (ii) fails to call a
meeting of Honeywell's stockholders in the manner required in the Merger
Agreement or (iii) recommends an Acquisition Proposal for all of the outstanding
shares of common stock of Honeywell which the Honeywell board of directors
3
concludes in good faith (A) has a reasonable likelihood of being consummated and
(B) is more favorable to the Honeywell stockholders from a financial point of
view.
The Merger Agreement provides that Honeywell will not, and will
cause its subsidiaries not to, and will use its reasonable best efforts to cause
its officers, directors, employees, agents and other representatives not to,
directly or indirectly, solicit, initiate, encourage or facilitate (including by
way of furnishing non-public information or assistance) the making of, or any
inquiries with respect to, an Acquisition Proposal. The Merger Agreement allows
the Honeywell board of directors to engage in discussions with, or provide
information to, a person or entity making an Acquisition Proposal or to comply
with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal
only if, in either case, the Honeywell board of directors concludes in good
faith (after receiving the advice of outside counsel) that failure to take such
actions would have a reasonable probability of causing the board of directors to
be in violation of its fiduciary duties. Upon receipt of any Acquisition
Proposal, Honeywell must promptly notify GE and provide information relating to
the Acquisition Proposal to GE.
In connection with the Merger Agreement, Honeywell entered into a
stock option agreement providing GE with the option to purchase up to 19.9% of
Honeywell's common stock at a price per share equal to $55.12375. Each option
issued under this stock option agreement becomes exercisable upon the occurrence
of any event which would result in Honeywell being required to pay the Fee to
GE. The total amount of proceeds which GE may obtain as a result of the Fee and
GE's exercise of its options under this stock option agreement may not exceed
$1.35 billion.
A copy of the joint press release issued by GE and Honeywell on
October 22, 2000 is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference.
Item 7. Financial Statements and Exhibits
- ------------------------------------------
(c) Press Release, dated October 22, 2000, by GE and Honeywell.
4
EXHIBIT INDEX
Exhibit
No. Description
- ----------------------------
99.1 Press Release, dated October 22, 2000, by GE and Honeywell.
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GENERAL ELECTRIC COMPANY
Date: October 23, 2000 /s/ Philip D. Ameen
---------------------------------------
Name: Philip D. Ameen
Title: Vice President and Comptroller