-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UOEk4gvrqhTDplhEnLrb8G0fhHixWBctolmEn7Qwuqr5rxLRr0aYEjOPsG5vudrh AyVJrbd944avMXZdpJpAeg== /in/edgar/work/20000818/0000912057-00-038365/0000912057-00-038365.txt : 20000922 0000912057-00-038365.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038365 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUNAR CORP CENTRAL INDEX KEY: 0000864906 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 391200501 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41424 FILM NUMBER: 705921 BUSINESS ADDRESS: STREET 1: 726 HEARTLAND TRAIL CITY: MADISON STATE: WI ZIP: 53717 BUSINESS PHONE: 6088282663 MAIL ADDRESS: STREET 1: 726 HEARTLAND TRAIL CITY: MADISON STATE: WI ZIP: 53717-1915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: [3600 ] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: - CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: - CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D/A 1 sc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* Lunar Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 550362107 - -------------------------------------------------------------------------------- (CUSIP Number) Robert E. Healing, Corporate Counsel, General Electric Company 3135 Easton Turnpike, Fairfield, CT 06431 (203) 373-2243 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 8, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this schedule 13D, and is filing this schedule because of Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 670828102 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. Name Of Reporting Person I.R.S. Identification Nos. Of Above Persons (Entities Only) General Electric Company 14-0689340 - -------------------------------------------------------------------------------- 2. Check The Appropriate Box If A Member Of A Group* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of New York Organization - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 10,120,940 Shares ------------------------------------------------------------- Beneficially 8. Shared Voting Power Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power 10,120,940 Reporting ------------------------------------------------------------- Person With 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,120,940 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 100% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, $.01 par value per share (the "Common Stock") of Lunar Corporation ("Lunar" or the "Issuer"), which was acquired by Reporting Person upon the closing on August 8, 2000 of the Agreement and Plan of Merger among General Electric Company, Topaz Merger Corporation and Lunar dated June 2, 2000 (the "Merger Agreement"). The principal executive offices of the Issuer are located at 726 Heartland Trail, Madison, Wisconsin, 53717. ITEM 2. IDENTITY AND BACKGROUND The Reporting Person is General Electric Company, a New York corporation ("GE"). GE is one of the largest and most diversified industrial corporations in the world. 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 and 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, specialty insurance and reinsurance, and satellite communications. GE operates in more than 100 countries around the world, including 280 manufacturing plants in 26 different nations. GE's principal executive offices are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone (203) 373-2211). The names, business addresses and principal occupations of each of Reporting Person's executive officers and directors are set forth in Exhibit A attached hereto, which is incorporated herein by this reference. All such persons are citizens of the United States unless otherwise noted in Exhibit A. During the last five years, none of the persons named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), except as described in Exhibit A. GE has not and, to the best of GE's knowledge, none of the directors and executive officers of GE has been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Agreement and Plan of Merger described in Item 6 of this Statement was entered into by GE and Lunar and was closed on August 8, 2000. The securities were acquired in connection with the closing of the Merger Agreement. Upon the closing of the Merger, the shares of Lunar stock were converted into the right to receive 0.322 shares of GE common stock, par value $0.06 per share ("GE Common Stock"). ITEM 4. PURPOSE OF TRANSACTION GE entered into the Merger Agreement described in Item 6 in order to acquire all of the outstanding Common Stock of Lunar. GE intends to operate Lunar as a wholly owned subsidiary. Following the Merger, GE, as the sole shareholder of Lunar, adopted new articles of incorporation and bylaws, changed the number of directors, elected new directors, and reduced the capitalization of Lunar. Lunar's common stock was, upon the consummation of the Merger, eligible for termination of registration and was delisted from the Nasdaq System. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) - (c) By reason of the Merger, GE owns 100% of the outstanding common stock of Lunar. GE has the sole power to vote all of the shares of Lunar stock. The Merger was effected on August 8, 2000, following a meeting of the stockholders of Lunar at the Lunar offices located at 726 Heartland Trail, Madison, Wisconsin. The price per share of the transaction is described under Item 3. Except as described in this Schedule 13D, neither GE nor, to the best knowledge of GE, any of the persons listed in Item 2 above beneficially owns any shares of Lunar Common Stock. Except as described in this Schedule 13D, neither GE nor, to the best of its knowledge, any of the persons listed in Item 2 above has effected any transactions in Lunar Common Stock since the last Schedule 13D was filed by the Reporting Person on June 12, 2000. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO THE SECURITIES OF THE ISSUER On June 2, 2000, GE, Topaz Merger Corporation, a Wisconsin corporation and a wholly owned subsidiary of GE ("Sub") and Lunar entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Sub with and into Lunar (the "Merger"), with Lunar surviving the Merger and becoming a wholly-owned subsidiary of GE. By virtue of the Merger, each outstanding share of Lunar Common Stock (other than shares held by Lunar or its subsidiaries or GE or any wholly-owned subsidiaries of GE) was converted into the right to receive 0.322 shares of GE Common Stock A copy of the Merger Agreement is included as Exhibit 99(a) hereto and the description of the Merger Agreement contained herein is qualified in its entirety by reference to such exhibit, which is incorporated by reference. Concurrently with the execution of the Merger Agreement, in order to induce GE to enter into the Merger Agreement, GE and Lunar entered into the Stock Option Agreement (the "Stock Option Agreement") in which Lunar granted to GE an option (the "Option") to purchase up to 2,014,067 shares (the "Optioned Shares") of Lunar Common Stock (which represented approximately 19.9% of the outstanding shares of Lunar Common Stock) at an exercise price of $17.00 per share, payable in cash. The Option was immediately exercisable if one or more of the following events occurred: (a) any person, corporation, partnership, limited liability company or other entity or group (singularly or collectively hereinafter, a "Person"), acquired or became the beneficial owner of 20% or more of the outstanding shares of Lunar Common Stock, (b) any group was formed which beneficially owned 20% or more of the outstanding shares of Lunar Common Stock; (c) any person commenced a tender or exchange offer for 20% or more of the then outstanding shares of Lunar Common Stock or publicly proposed any bona fide merger, consolidation or acquisition of all or substantially all the assets of Lunar, or other similar business combination involving Lunar; (d) Lunar entered into, or announced that it proposed to enter into, an agreement, including, without limitation, an agreement in principle, providing for a merger or other business combination involving Lunar or a "significant subsidiary" (as defined in rule 1.02(w) of Regulation S-X as promulgated by the Securities and Exchange Commission) of Lunar or the acquisition of a substantial interest in, or a substantial portion of the assets, business or operations of, Lunar or a significant subsidiary (other than the transactions contemplated by the Merger Agreement); (e) any Person was granted any option or right, conditional or otherwise, to acquire or otherwise become the beneficial owner of shares of Lunar Common Stock which, together with all shares of Lunar Common Stock beneficially owned by such Person, resulted or would have resulted in such Person being the beneficial owner of 20% or more of the outstanding shares of Lunar Common Stock; or (f) there was a public announcement with respect to a plan or intention by a person, other than GE or its affiliates, to effect any of the foregoing transactions. The Option terminated upon the closing of the Merger. A copy of the Stock Option Agreement entered into between GE and Lunar is filed as Exhibit 99(b) hereto and the description contained herein is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. ITEM 7. EXHIBITS EXHIBIT A Identity and Background of Directors and Executive Officers of Reporting Persons 99(a)* Agreement and Plan of Merger Among General Electric Company, Topaz Merger Corp., and Lunar Corporation dated June 2, 2000. 99(b)* Stock Option Agreement dated June 2, 2000.
* Incorporated by reference to the Exhibit of the same number filed with the Schedule 13D filed by the Reporting Person on June 12, 2000. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 18, 2000 GENERAL ELECTRIC COMPANY /s/ Janet Bedol By: Janet Bedol Its: Associate Securities Counsel SCHEDULE 13D/A EXHIBIT INDEX EXHIBIT A Identity and Background of Directors and Executive Officers of Reporting Persons 99(a)* Agreement and Plan of Merger Among General Electric Company, Topaz Merger Corp., and Lunar Corporation dated June 2, 2000. 99(b)* Stock Option Agreement dated June 2, 2000.
* Incorporated by reference to the Exhibit of the same number filed with the Schedule 13D filed by the Reporting Person on June 12, 2000. SCHEDULE A GENERAL ELECTRIC COMPANY DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.I.Cash, Jr. Harvard Business School Professor of Business Morgan Hall Administration-Graduate Soldiers Field Road School of Business Boston, MA 02163 Administration, Harvard University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy A. M. Fudge Kraft Foods, Inc. Executive Vice President, 555 South Broadway Kraft Foods, Inc. Tarrytown, NY 10591 C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico A. Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Executive Officer, New York, NY 10105 Avon Products, Inc. K.G. Langone Invemed Associates, Inc. Chairman, President and Chief 375 Park Avenue Executive Officer, New York, NY 10152 Invemed Associates, Inc. Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company
Citizenship ----------- P. Fresco Italy C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A.
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. L.S. Edelheit General Electric Company Senior Vice President - P. O. Box 8 Corporate Research Schenectady, NY 12301 and Development Matthew J. Espe General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44112 B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 J.R. Immelt General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 L. R. Johnston General Electric Company Senior Vice President - Appliance Park GE Appliances Louisville, KY 40225
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- W.J. McNerney, Jr. General Electric Company Senior Vice President - 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 R.L. Nardelli General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06431 and Analysis G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J.G. Rice General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06431 L.G. Trotter General Electric Company Senior Vice President - 41 Woodford Avenue GE Industrial Systems Plainville, CT 06062
Citizenship of All Executive Officers ------------------------------------- U.S.A. -----END PRIVACY-ENHANCED MESSAGE-----