SC 13D 1 mv12-3_13d.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 IONICS, INCORPORATED -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE 462218108 -------------------------------------------------------------------------------- (Title of class of securities) (CUSIP number) MICHAEL R. MCALEVEY CHIEF CORPORATE AND SECURITIES COUNSEL GENERAL ELECTRIC COMPANY 3135 EASTON TURNPIKE FAIRFIELD, CT 06828 (203) 373-2967 WITH A COPY TO: HOWARD CHATZINOFF WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NY 10153 (212) 310-8000 -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) NOVEMBER 24, 2004 -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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). (Continued on following page(s)) (Page 1 of 14 Pages) ================================================================================
------------------------------------------------------ ------------------------------------------------------------ CUSIP No. 462218108 13D (Page 2 of 14 Pages) ------------------------------------------------------ ------------------------------------------------------------ ---------------------- ----------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC COMPANY S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 14-0689340 ---------------------- ----------------------------------------------------------------------------------------------------------- (A) [ ] 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (B) [X] ---------------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC ---------------------- ----------------------------------------------------------------------------------------------------------- [_] 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ---------------------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK ---------------------- ----------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------- -------- ------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 4,402,646 OWNED BY ----------------------------------- -------- ------------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ----------------------------------- -------- ------------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,402,646 ---------------------- ----------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,402,646 ---------------------- ----------------------------------------------------------------------------------------------------------- [_] 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.3% ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO ---------------------- ----------------------------------------------------------- -----------------------------------------------
2 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, par value $1.00 per share ("Ionics Common Stock"), of Ionics, Incorporated, a Massachusetts corporation ("Ionics"). The address of Ionics' principal executive offices is 65 Grove Street, Watertown, Massachusetts 02472. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by General Electric Company, a New York corporation ("GE"). The address of GE's principal office and principal place of business is 3135 Easton Turnpike, Fairfield, Connecticut 06828. 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; electrical distribution and control equipment; locomotives; power generation and delivery products; nuclear power support services and fuel assemblies; commercial and military aircraft jet engines; engineered materials, such as plastics and silicones; and chemicals for treatment of water and process systems. GE's services include products services, electrical product supply houses; electrical apparatus installation and engineering, repair and rebuilding services and a wide variety of financial services. For information with respect to the name, business address and present principal occupation (including the name and address of the corporation or organization in which such employment is conducted) of each executive officer and director of GE, see Schedule A attached hereto which is specifically incorporated herein by reference. All such persons are citizens of the United States unless otherwise noted on Schedule A. Other than the SEC's Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Act, SEC Release No. 34-50426 (September 23, 2004), neither GE nor, to the best of GE's knowledge, any of the persons listed on Schedule A hereto, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 Voting Agreement described in Item 4 of this statement (the terms of which are hereby incorporated by reference) was entered into by GE and certain 3 stockholders of Ionics (the "Stockholders") as an inducement to GE to enter into the Merger Agreement described in Item 4 (the terms of which are hereby incorporated by reference). GE did not pay additional consideration to the Stockholders in connection with the execution and delivery of the Voting Agreement. In addition, the Stockholders granted GE an irrevocable proxy for the purpose of voting the shares covered by the Voting Agreement. GE presently expects that the consideration paid by it to the holders of Ionics Common Stock following consummation of the Merger will be provided by GE from working capital. ITEM 4. PURPOSE OF TRANSACTION (a)-(b) On November 24, 2004, GE, Triton Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of GE ("Sub"), and Ionics entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Sub with and into Ionics (the "Merger"), with Ionics surviving the Merger as a wholly owned subsidiary of GE (the "Surviving Corporation"), upon the terms and subject to the conditions set forth in the Merger Agreement. Pursuant to the Merger Agreement, as of the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Ionics Common Stock (including each associated right to purchase Ionics Common Stock) (other than Ionics Common Stock held in treasury or owned by GE) will be converted into the right to receive $44.00 in cash in accordance with the terms and conditions of the Merger Agreement. A copy of the Merger Agreement is included as Exhibit 1 hereto and the description of the Merger Agreement contained herein is qualified in its entirety by reference to Exhibit 1, which is incorporated herein by reference. In connection with the execution of the Merger Agreement, in order to induce GE to enter into the Merger Agreement, GE and the Stockholders entered into a Voting Agreement, dated as of November 24, 2004 (the "Voting Agreement"). Pursuant to the Voting Agreement, the Stockholders have agreed, among other things, (a) to vote all the shares of Ionics Common Stock owned by them (i) in favor of the adoption of the Merger Agreement and the approval of the Transactions (as defined in the Merger Agreement), (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Ionics in the Merger Agreement, (iii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Ionics or any other Takeover Proposal (as defined in the Merger Agreement) and (iv) against any agreement, amendment of Ionics' Articles of Organization and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger; (b) during the period from the date of the Voting Agreement until any termination of the Voting Agreement in accordance with its terms, not to (except as contemplated by the Voting Agreement) (i) other 4 than pursuant to the Merger, sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any Contract (as defined in the Voting Agreement), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Transfer (as defined in the Voting Agreement) of, any Stockholder Shares (as defined in the Voting Agreement) owned by such Stockholders (or any interest therein), (ii) deposit any Stockholder Shares owned by such Stockholders into a voting trust or grant any proxies or enter into a voting agreement power of attorney or voting trust with respect to any Stockholder Shares, (iii) commit to do any of the foregoing or (iv) take any action that would make any representation or warranty of such Stockholders set forth in the Voting Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying such Stockholders from performing any of its obligations under the Voting Agreement; and (c) not to as stockholders (either individually or through any representatives or agents) (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing information) any inquiries or proposals that constitute, or may reasonably be expected to lead to, any Takeover Proposal, (ii) participate in any discussions or negotiations with any third party regarding any Takeover Proposal or (iii) enter into any agreement related to any Takeover Proposal. The Voting Agreement terminates upon the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms. The name of each Stockholder and the number of shares of Ionics Common Stock held by such Stockholder and subject to the Voting Agreement as of November 24, 2004 are set forth on Schedule A thereto. A copy of the Voting Agreement is included as Exhibit 2 hereto and the description of the Voting Agreement contained herein is qualified in its entirety by reference to Exhibit 2, which is incorporated herein by reference. (c) Not applicable. (d) Upon consummation of the Merger, the directors of the Surviving Corporation shall be the existing directors of Sub, until the earlier of their resignation or removal or until their respective successors are duly elected (as the case may be) and qualified. (e)-(f) Not applicable. (g) Pursuant to the Merger Agreement, upon consummation of the Merger, the Articles of Organization and Bylaws of Ionics will be changed. (h)-(i) Upon consummation of the Merger, Ionics Common Stock will be delisted from the New York Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. (j) Other than as described above, GE currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D (although GE reserves the right to develop such plans). 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) As of November 24, 2004, the shares of common stock subject to the Voting Agreement consisted of 4,402,646 shares of Ionics Common Stock and represented approximately 19.3% of the issued and outstanding shares of Ionics Common Stock as of November 22, 2004, based on Ionics' representation in the Merger Agreement that there were 22,787,807 shares of Ionics Common Stock outstanding as of that date. By virtue of the Voting Agreement, GE may be deemed to share with the Stockholders the power to vote or, with certain exceptions, dispose of shares of Ionics Common stock subject to the Voting Agreement. However, GE is not entitled to any rights as a stockholder of Ionics as to the shares of Ionics Common Stock covered by the Voting Agreement. As a result of the Voting Agreement, GE may be deemed to be the beneficial owner of 4,402,646 shares, or approximately 19.3%, of Ionics Common Stock. Pursuant to Rule 13d-4 under the Act, GE hereby states that this Schedule 13D shall not be deemed an admission that GE is, or for purposes of Section 13(d) of the Act, the beneficial owner of any of the equity securities of Ionics that are subject to the Voting Agreement. Except as set forth in this Item 5, neither GE nor, to the best of GE's knowledge, any person identified on Schedule A hereto, beneficially owns any shares of Ionics Common Stock. (c) Except as described in this Schedule 13D, there have been no transactions in the shares of Ionics Common Stock effected by GE or, to the best of GE's knowledge, any person identified on Schedule A hereto, during the last 60 days. (d)-(e) Not applicable. This statement is being filed while GE is in the process of verifying information required in this Item 5 from its directors and executive officers. If GE obtains information concerning such individuals which would cause a change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference. As described in Item 4, GE anticipates it will acquire the entire equity interest in Ionics pursuant to the Merger Agreement. Other than the Merger Agreement and the Voting Agreement described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among GE or, to the best of GE's knowledge, any person listed on Schedule A hereto, and any person with respect to Ionics Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Agreement and Plan of Merger, dated as of November 24, 2004 among GE, Sub and Ionics (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Ionics filed on November 30, 2004). 6 Exhibit 2. Voting Agreement, dated as of November 24, 2004 among GE and the Stockholders (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Ionics filed on November 30, 2004). 7 SIGNATURE 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. Date: December 3, 2004 GENERAL ELECTRIC COMPANY By: /s/ Michael R. McAlevey ---------------------------------------------- Name: Michael R. McAlevey Title: Chief Corporate and Securities Counsel 8 EXHIBIT INDEX EXHIBIT 1. Agreement and Plan of Merger, dated as of November 24, 2004 among GE, Sub and Ionics (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Ionics filed on November 30, 2004). EXHIBIT 2. Voting Agreement, dated as of November 24, 2004 among GE and the Stockholders (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Ionics filed on November 30, 2004). 9 SCHEDULE A GENERAL ELECTRIC COMPANY DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.I. Cash, Jr. The Cash Concours Retired Professor of Business 321 Arsenal Street Administration-Graduate School of Business Watertown, MA 02472 Administration, Harvard University W. Castell General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Fairfield, CT 06828 President and Chief Executive Officer, GE Healthcare D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06828 Company;Chairman, General Electric Capital Services, Inc. A. M. Fudge Young & Rubicam, Inc. Chairman and Chief Executive Officer, 285 Madison Avenue Young & Rubicam, Inc. New York, NY 10017 C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief S.A. de C.V. Executive Officer, Kimberly-Clark Jose Luis Lagrange 103, de Mexico, S.A. de C.V. Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico J.R. Immelt General Electric Company Chairman of the Board and Chief 3135 Easton Turnpike Executive Officer, General Fairfield,CT 06828 Electric Company A. Jung Avon Products, Inc. Chairman of the Board and Chief Executive 1345 Avenue of the Americas Officer, Avon Products, Inc. New York, NY 10105 PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- A.G. Lafley The Proctor & Gamble Company Chairman of the Board, President and Chief 1 Procter & Gamble Plaza Executive, The Procter & Gamble Company Cincinnati, OH 45202-3315 K.G. Langone Invemed Associates, Inc. Chairman, President and Chief Executive 375 Park Avenue Officer, Invemed Associates, Inc. New York, NY 10152 R.S. Larsen Johnson & Johnson Former Chairman of the Board and Chief 100 Albany Street; Suite 200 Executive Officer, Johnson & Johnson New Brunswick, NJ 08901 R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer, 309 West 49th Street Ogilvy & Mather Worldwide New York, NY 10019-7316 S. Nunn King & Spalding Retired Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board and President, 2555 Telegraph Road Penske Corporation Bloomfield Hills, MI 48302-0954 R.J. Swieringa S.C. Johnson Graduate School Dean and Professor of Accounting, Cornell University Johnson Graduate School of Management, 207 Sage Hall Ithaca, NY Cornell University 14853-6201 D.A. Warner III J.P. Morgan Chase & Co., Former Chairman of the Board, J.P. Morgan The Chase Manhattan Bank and Chase & Co., The Chase Manhattan Bank, and Morgan Guaranty Trust Co. of New York Morgan Guaranty Trust Company of New York 345 Park Avenue New York, NY 10154 R. C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc. Citizenship ----------- W. Castell UK C. X. Gonzalez Mexico A. Jung Canada All Others U.S.A. EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.R. Immelt General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer Fairfield, CT 06828 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06828 F. Beccalli General Electric Company President and Chief Executive Officer, 3135 Easton Turnpike GE Europe Fairfield, CT 06828 C.T. Begley General Electric Company President and Chief Executive Officer, GE Rail 2901 East Lake Road Erie, PA 16531 D.L. Calhoun General Electric Company Senior Vice President - GE Transportation 1 Neumann Way Cincinnati, OH 05215 J.P. Campbell General Electric Company Senior Vice President - Consumer & Industrial Appliance Park - Americas Louisville, KY 40225 W.H. Cary General Electric Company Vice President, Corporate Investor Relations 3135 Easton Turnpike Fairfield, CT 06828 K.A. Cassidy General Electric Company Vice President and Treasurer 201 High Ridge Road Stamford, CT 06905-3417 W. Castell General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; President Fairfield, CT 06828 and Chief Executive Officer, GE Healthcare W.J. Conaty General Electric Company Senior Vice President - Human Resources 3135 Easton Turnpike Fairfield, CT 06828 PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- P. Daley General Electric Company Vice President - Corporate Business 3135 Easton Turnpike Development Fairfield, CT 06828 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06828 Company; Chairman, General Electric Capital Services, Inc. B. B. Denniston General Electric Company Vice President and General Counsel 3135 Easton Turnpike Fairfield, CT 06828 S.C. Donnelly General Electric Company Senior Vice President - One Research Circle GE Global Research Niskayuna, NY 12309 S. Fitzsimons General Electric Company Vice President, Financial Planning and 3135 Easton Turnpike Analysis Fairfield, CT 06828 Y. Fujimori General Electric Company Senior Vice President - GE Asia 21 Mita 1-chome Meguro-Ku 3d Floor Alto Tokyo, Japan 153-0062 A.H. Harper General Electric Company Senior Vice President - 260 Long Ridge Road GE Equipment Services Stamford, CT 06927 B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike Law and Public Affairs and Secretary Fairfield, CT 06828 J.M. Hogan General Electric Company Senior Vice President - P.O. Box 414 GE Healthcare Technologies Milwaukee, WI 53201 J. Krenicki, Jr. General Electric Company Senior Vice President - 1 Plastics Avenue GE Advanced Materials Pittsfield, MA 01201 PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- M.A. Neal General Electric Company Senior Vice President - 260 Long Ridge Road GE Commercial Finance Stamford, CT 06927 D.R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 J.A. Parke General Electric Company Senior Vice President and Chief 260 Long Ridge Road Financial Officer - GE Capital Services Stamford, CT 06927 R.R. Pressman General Electric Company Senior Vice President - 5200 Metcalf Avenue GE Insurance Overland Park, KS 66501 G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06828 J. G. Rice General Electric Company Senior Vice President - 4200 Wildwood Parkway GE Energy Atlanta, GA 30339 K.S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Officer Fairfield, CT 06828 L.G. Trotter General Electric Company Senior Vice President - 41 Woodford Avenue GE Consumer & Industrial Plainville, CT 06062 W. A. Woodburn General Electric Company Senior Vice President - 187 Danbury Road GE Infrastructure Wilton, CT 06897 R. C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General Electric New York, NY 10112 Company; Chairman and Chief Executive Officer, NBC Universal, Inc.
Citizenship ----------- F. Beccalli Italy W. Castell UK S. Fitzsimmons Ireland Y. Fujimori Japan All Others U.S.A.