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)
February 4, 2019
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General
Electric Company
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(Exact
name of registrant as specified in its charter)
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New
York
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001-00035
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14-0689340
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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41
Farnsworth Street, Boston, MA
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02210
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (617) 443-3000
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N/A
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.
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Item
8.01 Other Events.
On
February 4, 2019, General Electric Company (“GE”) issued a press release announcing a record date of February
14, 2019 for the previously announced spin-off of a portion of GE Transportation, a business unit of GE. Subject to the
satisfaction or waiver of customary closing conditions, on the distribution date for the spin-off, GE will distribute all of
the shares of Transportation Systems Holdings Inc. (“SpinCo”) common stock to GE shareholders as of the record
date by means of a pro rata distribution. As previously announced, immediately following the spin-off, SpinCo will merge with
a subsidiary of Wabtec Corporation (“Wabtec”), and SpinCo will continue as the surviving company. In the merger, each share of SpinCo
common stock will be converted into the right to receive a number of shares of Wabtec common stock.
The
spin-off and the merger are currently expected to occur on February 25, 2019, subject to certain closing conditions being satisfied
as of the closing date.
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Additional
Information and Where to Find It
In
connection with the proposed transaction between GE and Wabtec, Wabtec has filed with the SEC a registration statement on Form
S-4 and a definitive proxy statement on Schedule 14A. Transportation Systems Holdings Inc., a wholly owned subsidiary of GE created
for the transaction (“SpinCo”), has filed a registration statement on Form 10. This communication is not a substitute
for any registration statement, prospectus or other documents GE, Wabtec and/or SpinCo may file with the SEC in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE DOCUMENTS WHEN
THEY BECOME AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS FILED BY GE, WABTEC OR SPINCO WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of these materials and other documents filed with the SEC by GE, Wabtec and/or
SpinCo through the website maintained by the SEC at www.sec.gov.
Investors and security holders will also be able to obtain free copies of the documents filed by GE, Wabtec and/or SpinCo with
the SEC from the respective companies by directing a written request to GE and/or SpinCo at General Electric Company, 41 Farnsworth
Street, Boston, Massachusetts 02210 or by calling 617-443-3400, or to Wabtec at Wabtec Corporation, 1001 Air Brake Avenue, Wilmerding,
PA 15148 or by calling 412-825-1543.
No
Offer or Solicitation
This
communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or
sell, the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities
in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Caution
Concerning Forward-Looking Statements
This
communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform
Act of 1995, including statements regarding the proposed transaction between GE and Wabtec and statements regarding Wabtec’s
expectations about future sales and earnings. All statements, other than historical facts, including statements regarding the
expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering
the various closing conditions; the expected benefits of the proposed transaction, including future financial and operating results,
the tax consequences of the proposed transaction, and the combined company’s plans, objectives, expectations and intentions;
legal, economic and regulatory conditions; and any assumptions underlying any of the foregoing, are forward-looking statements.
Forward-looking
statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified
by the words “may,” “will,” “should,” “potential,” “intend,” “expect,”
“endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target”
or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations
that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations
will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may
not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the proposed transaction or may require conditions, limitations or restrictions in connection
with such approvals; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected
by GE or Wabtec, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty
of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to
realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction
or integrating the businesses of GE, Wabtec and SpinCo; (6) the ability of the combined company to implement its business strategy;
(7) difficulties and delays in achieving revenue and cost synergies of the combined company; (8) inability to retain and hire
key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk
that shareholder litigation in connection with the proposed transaction or other settlements or investigations may affect the
timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11)
evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions, including the
impacts of tax and tariff programs, industry consolidation, and changes in the financial condition or operating strategies of
our customers; (13) changes in the expected timing of projects; (14) a decrease in freight or passenger rail traffic; (15) an
increase in manufacturing costs; (16) actions by third parties, including government agencies; (17) the risk that a
government shutdown, and potential effects thereof, may affect the timing of the proposed transaction; and (18) other risk factors
as detailed from time to time in GE’s and Wabtec’s respective reports filed with the SEC, including GE’s and
Wabtec’s annual reports on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and
other documents filed with the SEC. The foregoing list of important factors is not exclusive.
Any
forward-looking statements speak only as of the date of this communication. Neither GE nor Wabtec undertakes any obligation to
update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except
as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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.
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General
Electric Company
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(Registrant)
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Date: February 4, 2019
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/s/
Christoph
A. Pereira
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Christoph
A. Pereira
Vice President,
Chief
Corporate, Securities & Finance Counsel
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GE Aerospace (NYSE:GE)
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