8-KOther EventsExhibits & Filings

GENERAL ELECTRIC CO 8-K Report, Corporate Update (Feb 4, 2019)

Filed February 4, 2019For Securities:GE

Summary

This 8-K filing from General Electric (GE) on February 4, 2019, primarily announces key dates and details regarding the previously announced spin-off of GE Transportation. The company has set a record date of February 14, 2019, for the pro rata distribution of shares of Transportation Systems Holdings Inc. (SpinCo) to GE shareholders. This spin-off is intended to be followed immediately by the merger of SpinCo with a subsidiary of Wabtec Corporation, with SpinCo surviving as the combined entity and its shareholders receiving shares of Wabtec common stock. The transaction, including both the spin-off and the merger, is expected to be completed on February 25, 2019, contingent upon the satisfaction of customary closing conditions. Investors should note that this filing also directs them to significant additional information contained in registration statements and proxy statements filed by GE, SpinCo, and Wabtec with the SEC, which are crucial for a comprehensive understanding of the transaction's implications.

Key Highlights

  • 1GE has set February 14, 2019, as the record date for the spin-off of GE Transportation.
  • 2GE Transportation will be spun off as a separate entity, Transportation Systems Holdings Inc. (SpinCo).
  • 3Following the spin-off, SpinCo will merge with Wabtec Corporation, with Wabtec shareholders receiving shares of Wabtec common stock.
  • 4The spin-off and merger are anticipated to close on February 25, 2019, subject to closing conditions.
  • 5The filing references separate SEC filings (Form S-4, Schedule 14A, Form 10) from GE, Wabtec, and SpinCo for detailed transaction information.
  • 6Investors are strongly urged to review these additional filings for important details about the transaction.
  • 7The filing includes cautionary statements regarding forward-looking statements and associated risks and uncertainties.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the record date and expected closing date for the spin-off of GE Transportation and its subsequent merger with Wabtec Corporation. It serves to update investors on the procedural milestones and timeline for this significant transaction.

GE shareholders as of the February 14, 2019 record date will receive shares of Transportation Systems Holdings Inc. (SpinCo) common stock in a pro rata distribution. Subsequently, upon the merger with Wabtec, these SpinCo shares will be converted into shares of Wabtec common stock.

The record date for the spin-off is February 14, 2019. The expected closing date for both the spin-off and the merger is February 25, 2019. These dates are subject to the satisfaction of certain closing conditions.

Detailed information can be found in the registration statements (Form S-4 and Form 10) and the definitive proxy statement (Schedule 14A) filed by GE, Wabtec, and SpinCo with the SEC. These documents are available on the SEC's website (www.sec.gov) and can also be obtained directly from GE or Wabtec.