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SEC 1746 |
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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE |
OMB Number: |
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE 13D |
Estimated average burden hours per response. . 11 |
HPSC, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
404264103
(CUSIP Number)
Robert E. Healing
Corporate Counsel,
GENERAL ELECTRIC COMPANY
3135 Easton Turnpike, Fairfield, CT 06828
(203) 373-2243
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 2003
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).
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CUSIP No. 404264103 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ X ] |
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3. |
SEC Use Only |
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4. |
Source of Funds
(See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive
Power |
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10. |
Shared Dispositive Power
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person (See Instructions) |
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Item 1. |
Security and Issuer |
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This Statement relates to the common stock, par value $0.01 per share (the “Shares”) of HPSC, Inc., a Delaware corporation (“HPSC” or the “Issuer”). The principal executive offices of the Issuer are located at 60 State Street, 35th Floor, Boston, Massachusetts, 02109. |
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Item 2. |
Identity and Background |
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This statement is filed by General Electric Company, a New York corporation (“GE”). 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; motors; 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, silicones and superabrasive industrial diamonds; and chemicals for treatment of water and process systems. GE’s services include product services; electrical product supply houses; electrical apparatus installation, engineering, repair and rebuilding services; and through the third quarter of 2002, computer-related information services. Through its affiliate, National Broadcasting Company, Inc., GE delivers network television services, operates television stations, and provides broadcast, cable, Internet and multimedia programming and distribution services. Through another affiliate, General Electric Capital Services, Inc., GE offers a broad array of financial and other services, including consumer financing, commercial and industrial financing, real estate financing, asset management and leasing, mortgage services, consumer savings and insurance services, and specialty insurance and reinsurance. GE’s address is 1 River Road, Schenectady, NY 12345-6999; the Company also maintains executive offices at 3135 Easton Turnpike, Fairfield, CT 06828-00001 (telephone (203) 373-2211). |
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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 is set forth in Schedule A to this Schedule 13D and is specifically incorporated herein by reference in its entirety. All such persons are citizens of the United States unless otherwise noted in Schedule A. |
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Neither GE nor, to the best of GE’s knowledge, any of the persons listed in Schedule A 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. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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The Voting Agreement described in Item 4 of this Statement was entered into by GE and the Stockholders (as defined below) listed in Item 4 as an inducement to GE to enter into the Merger Agreement described in Item 4. 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. |
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Item 4. |
Purpose of Transaction |
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On November 12, 2003, GE, Patriot HFS, Inc., a Delaware corporation and a wholly owned subsidiary of GE (“Patriot”), and HPSC entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of Patriot with and into HPSC (the “Merger”) for the consideration specified therein, with HPSC surviving the Merger and becoming a wholly owned subsidiary of GE (the “Surviving Corporation”). Pursuant to the Merger Agreement, in the Merger each outstanding Share (other than Shares that are held in treasury by HPSC) will be converted into the right to receive the consideration specified in the Merger Agreement. |
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Pursuant to the Merger Agreement, at the effective time of the Merger, the Certificate of Incorporation of |
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HPSC shall be amended as set forth in Exhibit 1.5 to the Merger Agreement and shall become the Certificate of Incorporation of the Surviving Corporation and the Bylaws of HPSC shall be amended as set forth in Exhibit 1.6 to the Merger Agreement and shall become the Bylaws of the Surviving Corporation; the directors of Patriot shall become the directors of the Surviving Corporation and the officers of HPSC shall remain the officers of the Surviving Corporation. All Shares that are held in treasury by HPSC will be automatically canceled and retired and will cease to exist. GE intends to cause the delisting of the Shares from the American Stock Exchange following consummation of the Merger. 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. |
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In connection with the execution of the Merger Agreement, in order to induce GE to enter into the Merger Agreement, GE and each of John W. Everets, holder of 900,320 Shares, Raymond R. Doherty, holder of 417,854 Shares, and Rene Lefebvre, holder of 198,433 shares, (each a “Stockholder” and collectively, the “Stockholders”), entered into a Voting Agreement dated November 12, 2003 (the “Voting Agreement”). |
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Pursuant to the Voting Agreement, each Stockholder has agreed that (i) such Stockholder will vote the Shares held by such Stockholder in favor of the Merger and the Merger Agreement; (ii) such Stockholder will vote the Shares held by such Stockholder against any other Takeover Proposal or Superior Proposal (each as defined in the Merger Agreement) and any proposal (other than the Merger Agreement) that could reasonably be expected to (A) result in any change in the directors of HPSC, any change in the present capitalization of HPSC or any amendment to HPSC’s Certificate of Incorporation or Bylaws; (B) result in a breach of any covenant, representation or warranty or any other obligation or agreement of HPSC under the Merger Agreement; (C) impair in any material respect the ability of HPSC to perform its obligations under the Merger Agreement; or (D) otherwise prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement; (iii) during the period from the date of the Voting Agreement through the Expiration Time (as defined in the Voting Agreement), such Stockholder (except as contemplated by the Voting Agreement) shall not deposit (or permit the deposit of) any Shares held by such Stockholder in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of such Stockholder under the Voting Agreement with respect to any of the Shares held by such Stockholder; (iv) such Stockholder shall not as a stockholder (either individually or through any representatives or agents) (A) solicit, initiate, or encourage (including by way of furnishing information), directly or indirectly, any inquiries regarding, or the submission of, any Takeover Proposal or Superior Proposal; (B) participate in any discussions or negotiations regarding, or furnish to any Person (as defined in the Merger Agreement) any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal or Superior Proposal; or (C) enter into any agreement with respect to any proposal for a Takeover Proposal or Superior Proposal or approve or resolve to approve any proposal for a Takeover Proposal or Superior Proposal; and (v) such Stockholder will execute and deliver any additional documents necessary or desirable, in the reasonable opinion of GE, to carry out the intent of the Voting Agreement. |
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The Voting Agreement terminates upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms; and (ii) the Effective Time of the Merger (as defined in the Merger Agreement). |
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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. |
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Item 5. |
Interest in Securities of the Issuer |
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(a) – (c) By reason of the Voting Agreement, GE is the beneficial owner (with sole power to vote and sole power to direct on disposition) of 1,516,607 Shares, which represents approximately 35.2% of the outstanding Shares. |
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To the best knowledge of GE, within the past 60 days, GE has not engaged in any transaction relating to Shares. |
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(d) Not applicable. |
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(e) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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As described in Item 4, GE anticipates that it will acquire the entire equity interest in HPSC pursuant to the Merger Agreement. Other than the Merger Agreement and the Voting Agreement described in Item 4 to this Statement, to the best knowledge of GE, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons listed in Item 2 of this Statement and any person with respect to the Shares. |
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Item 7. |
Material to Be Filed as Exhibits |
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1. Agreement and Plan of Merger, dated as of November 12, 2003, between GE, Patriot and HPSC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of HPSC filed November 12, 2003). 2. Voting Agreement, dated as of November 12, 2003, between GE and certain stockholders of HPSC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of HPSC filed on November 12, 2003). |
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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.
Dated as of November 20, 2003.
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GENERAL ELECTRIC COMPANY |
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By: |
/s/ Robert E. Healing |
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Name: Robert E. Healing |
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Title: Corporate Counsel and Associate Secretary |
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EXHIBIT INDEX
1. Agreement and Plan of Merger, dated as of November 12, 2003, between GE, Patriot and HPSC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of HPSC filed November 12, 2003).
2. Voting Agreement, dated as of November 12, 2003, between GE and certain stockholders of HPSC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of HPSC filed on November 12, 2003).
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SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
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NAME |
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PRESENT |
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PRESENT |
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J.I. Cash, Jr. |
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General Electric Company |
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Former Professor of Business |
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D.D. Dammerman |
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General Electric Company |
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Vice Chairman of the Board and |
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A. M. Fudge |
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Young & Rubicam, Inc. |
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Chairman and Chief |
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C.X. Gonzalez |
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Kimberly-Clark de Mexico, |
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Chairman of the Board |
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J.R. Immelt |
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General Electric Company |
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Chairman of the Board |
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A. Jung |
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Avon Products, Inc. |
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President and Chief |
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A.G. Lafley |
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The Proctor & Gamble Company |
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Chairman of the Board, |
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K.G. Langone |
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Invemed Associates, Inc. |
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Chairman, President and Chief |
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R.S. Larsen |
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Johnson & Johnson |
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Former Chairman of the Board and |
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NAME |
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PRESENT |
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PRESENT |
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R.B. Lazarus |
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Ogilvy & Mather Worldwide |
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Chairman and Chief |
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S. Nunn |
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King & Spalding |
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Partner, King & Spalding |
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R.S. Penske |
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Penske Corporation |
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Chairman of the Board |
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G. L. Rogers |
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General Electric Company |
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Vice Chairman of the Board and |
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A.C. Sigler |
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Champion International |
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Retired Chairman of the |
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R.J. Swieringa |
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S.C. Johnson Graduate School |
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Anne and Elmer Lindseth |
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D.A. Warner III |
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J.P. Morgan Chase & Co., |
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Former Chairman of the Board, |
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R. C. Wright |
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National Broadcasting Company, Inc. |
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Vice Chairman of the Board and |
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Citizenship |
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C. X. Gonzalez |
Mexico |
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Andrea Jung |
Canada |
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All Others |
U.S.A. |
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
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J.R. Immelt |
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General Electric Company |
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Chairman of the Board and |
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P.D. Ameen |
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General Electric Company |
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Vice President and Comptroller |
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F. Beccalli |
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General Electric Company |
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Senior Vice President - |
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C.T. Begley |
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General Electric Company |
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Vice President - |
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D.L. Calhoun |
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General Electric Company |
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Senior Vice President - |
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J.P. Campbell |
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General Electric Company |
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Vice President - |
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W.H. Cary |
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General Electric Company |
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Vice President - |
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K.A. Cassidy |
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General Electric Company |
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Vice President and GE Treasurer |
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W.J. Conaty |
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General Electric Company |
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Senior Vice President - |
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D.D. Dammerman |
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General Electric Company |
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Vice Chairman of the Board and |
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S.C. Donnelly |
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General Electric Company |
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Senior Vice President - |
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M.D. Fraizer |
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General Electric Company |
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Senior Vice President - |
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Y. Fujimori |
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General Electric Company |
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Senior Vice President - |
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NAME |
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PRESENT |
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PRESENT |
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A.H. Harper |
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General Electric Company |
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Senior Vice President - |
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B.W. Heineman, Jr. |
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General Electric Company |
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Senior Vice President - |
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J.M. Hogan |
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General Electric Company |
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Senior Vice President - |
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R.A. Jeffe |
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General Electric Company |
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Senior Vice President - |
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J. Krenicki |
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General Electric Company |
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Senior Vice President - |
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M.A. Neal |
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General Electric Company |
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Senior Vice President - |
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D.R. Nissen |
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General Electric Company |
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Senior Vice President - |
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J.A. Parke |
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General Electric Company |
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Senior Vice President - |
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R.R. Pressman |
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General Electric Company |
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Senior Vice President - |
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G.M. Reiner |
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General Electric Company |
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Senior Vice President - |
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J. G. Rice |
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General Electric Company |
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Senior Vice President - |
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G.L. Rogers |
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General Electric Company |
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Vice Chairman of the Board |
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K.S. Sherin |
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General Electric Company |
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Senior Vice President - Finance |
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NAME |
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PRESENT |
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PRESENT |
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L.G. Trotter |
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General Electric Company |
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Senior Vice President - |
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R.F. Wacker |
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General Electric Company |
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Vice President - |
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W. A. Woodburn |
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General Electric Company |
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Senior Vice President - |
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R. C. Wright |
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National Broadcasting Company, Inc. |
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Vice Chairman of the Board and |
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Citizenship |
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Ferninando Beccalli |
Italy |
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Yoshiaki Fujimori |
Japan |
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All Others |
U.S.A. |
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