-----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, WZosVJrEkdbHzYfHBAw5JnuJ2w/CI5xeYE3nNbCZxbYSQhX4wbinWzQV0QAp0lg2 X78UyY+SARocq88SlnVcsQ== /in/edgar/work/20000825/0000947871-00-000574/0000947871-00-000574.txt : 20000922 0000947871-00-000574.hdr.sgml : 20000922 ACCESSION NUMBER: 0000947871-00-000574 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMON INDUSTRIES INC CENTRAL INDEX KEY: 0000045635 STANDARD INDUSTRIAL CLASSIFICATION: [3669 ] IRS NUMBER: 440657800 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-07916 FILM NUMBER: 709393 BUSINESS ADDRESS: STREET 1: 1600 NE CORONADO DR CITY: BLUE SPRINGS STATE: MO ZIP: 64015-6236 BUSINESS PHONE: 8162293345 MAIL ADDRESS: STREET 1: 1600 NE CORONADO DR CITY: BLUE SPRINGS STATE: MO ZIP: 64015-6236 FORMER COMPANY: FORMER CONFORMED NAME: HARMON ELECTRONICS INC DATE OF NAME CHANGE: 19780823 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: 425 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732465 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 425 1 0001.txt FORM 425 Filed by General Electric Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934 Subject Company: Harmon Industries, Inc. Commission File No. 000-07916 Contact: Susan K. Breon GE Transportation Systems 814/875-3457 susan.breon@trans.ge.com General Electric Company Announces Share Exchange Ratio August 24, 2000 -- Erie, PA -- General Electric Company announced today in connection with its pending exchange offer to acquire all of the outstanding shares of common stock of Harmon Industries, Inc. (Harmon) that, assuming that the offer expires as currently scheduled on August 28, 2000, Harmon stockholders will receive 0.527 of a share of GE common stock for each share of common stock of Harmon tendered pursuant to the offer. The exchange ratio was calculated by dividing $30 by $56.875, the average of the daily volume weighted sales prices per share of GE common stock on the NYSE for each of the 10 consecutive trading days ending August 24. On August 21, GE extended the offer to exchange a fraction of a share of GE common stock for each outstanding share of Harmon common stock that is validly tendered and not properly withdrawn. Currently, the offer will expire at midnight, New York City time, on August 28, 2000, unless further extended. The waiting period under the HSR Act is scheduled to expire on August 26, 2000. If the offer is extended beyond Monday, August 28, 2000, the exchange ratio will be reset. GE will announce any new exchange ratio by press release on the second day prior to the then scheduled expiration date of the offer and will file that press release pursuant to Rule 425 with the Securities and Exchange Commission. Following completion of the transaction, it is expected that Harmon will become part of GE Harris Railway Electronics, a joint venture between GE Transportation Systems (GETS) and Harris Corporation. GETS, headquartered in Erie, PA, is one of the major business units of GE (NYSE symbol GE). It is a global supplier of surface transportation products and services including freight and passenger locomotives and maintenance service, global railroad services such as remote monitoring and diagnostics, railway control and communications systems, propulsion and auxiliary power systems for transit vehicles and motorized drive systems for mining trucks. It employs approximately 6700 employees worldwide and has sales in excess of $2 billion. We urge the Harmon shareholders to read the registration statement on form S-4 and Schedule TO and the preliminary prospectus, amendments, final prospectus and other exchange offer documents, filed on or after July 25, 2000 by General Electric with the Securities and Exchange Commission (SEC) and the related solicitation/recommendation statement filed on July 25, 2000 by Harmon with the SEC. These documents contain important information which should be read carefully before any decision is made with respect to the offer. These documents are available to all shareholders of Harmon at no expense to them. The documents are also available at no charge at the SEC's website at www.sec.gov. Documents are available from the contact persons above without cost. # # # -----END PRIVACY-ENHANCED MESSAGE-----