SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 1999-04-30 | Period of Report: 1999-04-26 SEC Accession No. 0000950152-99-003702 (HTML Version on secdatabase.com) FILER FORE SYSTEMS INC /DE/ Mailing Address Business Address 1000 FORE DRIVE 1000 FORE DRIVE CIK:920000| IRS No.: 251628117 | State of Incorp.:DE | Fiscal Year End: 0331 WARRENDALE PA 15086-7502 WARRENDALE PA 15086-7502 Type: 8-K | Act: 34 | File No.: 000-24156 | Film No.: 99605427 7247424444 SIC: 3576 Computer communications equipment Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- 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): APRIL 26, 1999 FORE SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-24156 25-1628117 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1000 FORE DRIVE, WARRENDALE, PA 15086-7502 (Address of Principal Executive Offices) (Zip Code) (724) 742-4444 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 5. OTHER EVENTS. On April 26, 1999, FORE Systems, Inc. ("FORE"), a Delaware corporation, and The General Electric Company, p.l.c., ("GEC, p.l.c."), a public limited company organized under the laws of England and Wales (not affiliated with the U.S. based corporation with a similar name), jointly announced that GEC Incorporated ("Parent"), a Delaware corporation and a wholly-owned subsidiary of GEC, p.l.c., GEC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub") and FORE entered into an Agreement and Plan of Merger, dated as of April 26, 1999 (the "Merger Agreement"), pursuant to which Acquisition Sub would acquire all of the outstanding shares of common stock of FORE at a price of $35.00 per share in cash (the "Offer Price"). The total consideration for the acquisition of FORE is approximately $4.5 billion. Pursuant to the terms of the Merger Agreement, it is currently anticipated that Acquisition Sub will commence a tender offer (the "Offer") for all of the outstanding shares of FORE's common stock and, following the completion of the Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, will merge (the "Merger") with and into FORE, with FORE surviving the Merger and becoming a wholly-owned subsidiary of Parent. The Merger Agreement provides that FORE will pay a termination fee to Parent in the event that the Merger Agreement is terminated under certain circumstances. FORE and Acquisition Sub also entered into a stock option agreement pursuant to which FORE has granted an option to Acquisition Sub to purchase up to 19.9% of FORE's common stock at the Offer Price which shall be exercisable in most cases when the termination fee is payable and in certain other limited circumstances. Certain stockholders of FORE, owning approximately 4.2% of the outstanding shares, entered into an agreement with Parent and Acquisition Sub pursuant to which they have agreed to sell their shares to Acquisition Sub at the price per share paid by Acquisition Sub in the Offer as promptly as practicable following the expiration of the Offer, to tender their shares in the Offer if so directed and grant, in certain circumstances, to Acquisition Sub an option to purchase their shares. Consummation of the Offer is conditioned upon, among other things, the valid tender of a majority of FORE's outstanding shares of common stock on a fully-diluted basis and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) The following exhibit is filed with this Current Report on Form 8-K: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 99.1 Press Release dated April 26, 1999. 3 4 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. FORE Systems, Inc. Date: April 29, 1999 By: /s/ Bruce E. Haney ----------------------------------- Bruce E. Haney Senior Vice President and Chief Financial Officer 4 5 EXHIBIT INDEX 99.1 Press Release dated April 26, 1999. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 EXHIBIT 99.1 GEC Agrees to Acquire FORE Systems, Inc. for $35 Per Share In Cash Transaction Valued in Excess of $4 Billion LONDON and PITTSBURGH, April 26 /PRNewswire/ -- The General Electric Company, p.l.c. ("GEC") and FORE Systems, Inc. ("FORE Systems") (Nasdaq: FORE - news) today announced that they have entered into an agreement for the acquisition of FORE Systems for total consideration of $4.5 billion (2.8 billion pounds sterling) ($4.2 billion, net of cash) at an agreed price of $35 per share in cash. This represents a premium of 43% to the FORE Systems closing price on Friday 23 April 1999. The definitive merger agreement provides for an affiliate of GEC to commence a cash tender offer for all of FORE Systems' shares at $35 per share on or before 30 April 1999. Upon completion of the Offer, GEC will effect a merger between this affiliate and FORE Systems, following which FORE Systems will become a wholly owned subsidiary of GEC. FORE Systems, with revenues of $632 million in the year ended 31 March 1999, is a leading global supplier of high performance, Internet switching equipment based on a "best in class" portfolio of products featuring Asynchronous Transfer Mode ("ATM"), Internet Protocol ("IP"), Gigabit Ethernet, and Firewall switching technologies. These systems are used in the backbone of some of the largest enterprise and Internet service provider networks in the world. FORE Systems' award-winning solutions are recognized in the industry for their ability to handle the stringent and dramatic capacity, scaling, and resiliency requirements of today's rapidly growing Internet. This is why a major portion of the global Internet traffic is switched by FORE Systems equipment. In addition, FORE Systems' products support the advanced Quality Of Service (QoS) and traffic management necessary to deliver a scalable multiservice switching solution for the emerging New Public Network. The combination of ATM and IP switching from FORE Systems and GEC's MARCONI Communications' call control (SS7) and Intelligent Networking provides the "best in class" switching foundation for the New Public Network. Along with MARCONI Communications' leading optical networking solutions and next generation access products (recently acquired with Reltec), GEC is positioned at the forefront of the rapidly growing global communications infrastructure market. This acquisition strengthens the GEC Group's presence in the United States, which is the world's largest market for telecommunications equipment. In addition, this transaction provides GEC with access to the high growth enterprise networking market, which is becoming increasingly integrated with the carrier market. The combined company will be able to bring a broader range of products and technology with greater strength and scale to address enterprise businesses world-wide. As a result, FORE Systems will enhance its ability to experience significant growth rates that outpace the overall industry average. George Simpson, Chief Executive of GEC, said: "This acquisition reinforces our position as a leading supplier of voice and data networking technology. The purchase of FORE Systems provides us with access to new markets and new customers and extends our product portfolio into the increasingly important ATM and IP switching sector. This is also a big boost to 2 MARCONI Communications' already considerable technology base. We will now be in a position to capture the full benefits of the impact of the explosive growth of Internet and other data traffic on the demand for communications equipment and systems." Thomas J. Gill, President and Chief Executive Officer of FORE Systems, said: "The combination of FORE Systems, Reltec, and MARCONI Communications will create one of the world's foremost global telecommunications and networking equipment companies. Together we can provide our customers with a comprehensive range of integrated solutions to accommodate the rapid growth of high-speed data, voice and video services on a global basis. Joining forces with GEC will provide further new and exciting opportunities for FORE Systems employees throughout the world, and allow us to accelerate the growth of our business. We are committed to driving FORE Systems to achieve its full potential within the GEC Group." Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FORE Systems - A leader in ATM and IP switching FORE Systems, based in Pittsburgh, Pennsylvania is a leading designer and producer of high performance networking products based on ATM and IP technologies. FORE Systems has approximately 2,000 employees, of whom approximately 1,450 are based in the United States. FORE Systems' range of products includes ATM and Ethernet switches, adapter cards, multiplexing products, internetworking software, network management software and video products. FORE Systems is a leader in the enterprise and private networks market, where its key customers and partners include numerous departments of the US Government, several universities, and commercial enterprises such as Delta Airlines, Donaldson Lufkin & Jenrette, Disney Animation, Chrysler, Intel, Lloyds TSB, Microsoft, Prudential Insurance, Shell Oil and Unisys.