-----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, Om3C1YqADM2SfCQckfUHnD06Epl4aHiENEztnIzzhHFQoRSHdVGujIl58UnlYxlz r61cY6jntKOmREivQlOJbQ== 0000950157-99-000328.txt : 19990616 0000950157-99-000328.hdr.sgml : 19990616 ACCESSION NUMBER: 0000950157-99-000328 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990615 GROUP MEMBERS: GEC ACQUISITION CORP GROUP MEMBERS: GEC INCORPORATED GROUP MEMBERS: THE GENERAL ELECTRIC COMPANY, P.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORE SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000920000 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 251628117 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43653 FILM NUMBER: 99646452 BUSINESS ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 BUSINESS PHONE: 7247424444 MAIL ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORE SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000920000 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 251628117 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43653 FILM NUMBER: 99646453 BUSINESS ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 BUSINESS PHONE: 7247424444 MAIL ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEC ACQUISITION CORP CENTRAL INDEX KEY: 0001060339 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522093449 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O NI HOLDINGS INC STREET 2: 5700 TOUHY AVE. CITY: NILES STATE: IL ZIP: 60714-4690 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEC ACQUISITION CORP CENTRAL INDEX KEY: 0001060339 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522093449 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O NI HOLDINGS INC STREET 2: 5700 TOUHY AVE. CITY: NILES STATE: IL ZIP: 60714-4690 SC 14D1/A 1 AMENDMENT NO. 4 TO TENDER OFFER STATEMENT =========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ AMENDMENT NO. 4 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and AMENDMENT NO. 5 TO STATEMENT ON SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------------------ FORE Systems, Inc. (Name of Subject Company) GEC Acquisition Corp. GEC Incorporated The General Electric Company, p.l.c. (Not Affiliated with the U.S. Based Corporation With a Similar Name) (Bidders) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 34 5449 102 (CUSIP Number of Class of Securities) Patricia A. Hoffman GEC Incorporated 1500 Mittel Boulevard Wood Dale, IL 60191-1073 (c/o Videojet Systems International, Inc.) (630) 238-3995 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) Copies To: Philip A. Gelston, Esq. Jeffrey I. Gordon, Esq. Cravath, Swaine & Moore Mayer, Brown & Platt Worldwide Plaza Bucklersby House 825 Eighth Avenue 3 Queen Victoria Street New York, NY 10019 London EC4N 8EL Telephone: (212) 474-1000 ENGLAND Telephone: (011) 44-171-6200 =========================================================================== CUSIP No. 34 5449 102 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEC Acquisition Corp. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of 7. Sole Voting Power Shares Beneficially 8. Shared Voting Power Owned by Each 28,118,876 Reporting Person 9. Sole Dispositive Power With 10. Shared Dispositive Power 28,118,876 11. Aggregate Amount Beneficially Owned by Each Reporting Person 28,118,876 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) 13. Percent of Class Represented by Amount in Row (11) Approximately 24.13% of the Common Stock Outstanding 14. Type of Reporting Person CO 2 CUSIP No. 34 5449 102 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEC Incorporated 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of 7. Sole Voting Power Shares Beneficially 8. Shared Voting Power Owned by Each 28,118,876 Reporting Person 9. Sole Dispositive Power With 10. Shared Dispositive Power 28,118,876 11. Aggregate Amount Beneficially Owned by Each Reporting Person 28,118,876 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) 13. Percent of Class Represented by Amount in Row (11) Approximately 24.13% of the Common Stock 14. Type of Reporting Person CO 3 CUSIP No. 34 5449 102 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The General Electric Company, p.l.c. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds BK, OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization England Number of 7. Sole Voting Power Shares Beneficially 8. Shared Voting Power Owned by Each 28,118,876 Reporting Person 9. Sole Dispositive Power With 10. Shared Dispositive Power 28,118,876 11. Aggregate Amount Beneficially Owned by Each Reporting Person 28,118,876 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) 13. Percent of Class Represented by Amount in Row (11) Approximately 24.13% of the Common Stock 14. Type of Reporting Person CO 4 GEC Acquisition Corp., GEC Incorporated and The General Electric Company, p.l.c. hereby amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and Amendment No. 1 Statement on Schedule 13D originally filed on April 30, 1999 (as subsequently amended, the "Statement"), with respect to an offer (the "Offer") to purchase all outstanding shares of common stock, $0.01 par value, of FORE Systems, Inc. a Delaware corporation (the "Company"), on the terms described in the Offer to Purchase dated April 30, 1999, as subsequently amended. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 10. ADDITIONAL INFORMATION On June 15, 1999, GEC, p.l.c. issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented to add a new Exhibit as follows: (a)(10) Text of Press Release dated June 15, 1999, issued by GEC, p.l.c. 5 SIGNATURE After due 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: June 15, 1999 GEC ACQUISITION CORP., By /s/ JOHN C. MAYO ---------------------------- Name: John C. Mayo Title: President GEC INCORPORATED, By /s/ MICHAEL LESTER ---------------------------- Name: Michael Lester Title: Director THE GENERAL ELECTRIC COMPANY, P.L.C., By /s/ JOHN C. MAYO ---------------------------- Name: John C. Mayo Title: Director 6 EXHIBIT INDEX EXHIBIT PAGE NUMBER EXHIBIT NAME NUMBER (a)(10) Text of Press Release dated June 15, 1999 7 EXHIBIT (a)(10) GEC ANNOUNCES COMPLETION OF FORE SYSTEMS TENDER OFFER The General Electric Company, p.l.c. announced today that its wholly owned subsidiary, GEC Acquisition Corp., has completed its tender offer to purchase all of the outstanding shares of common stock of FORE Systems, Inc. (Nasdaq-FORE) at $35 per share. The tender offer expired at 12:00 midnight, New York City time, on Monday, 14th June, 1999. As of the expiration of the tender offer over 90% of the outstanding shares of FORE's common stock had been tendered and accepted for payment. GEC anticipates the prompt consummation of a merger of GEC Acquisition Corp. with and into FORE whereby FORE will become a wholly owned subsidiary of GEC. The General Electric Company, p.l.c. is not affiliated with the similarly named company which is based in the United States. -----END PRIVACY-ENHANCED MESSAGE-----