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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
IONICS, INCORPORATED
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE 462218108
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(Title of class of securities) (CUSIP number)
MICHAEL R. MCALEVEY
CHIEF CORPORATE AND SECURITIES COUNSEL
GENERAL ELECTRIC COMPANY
3135 EASTON TURNPIKE
FAIRFIELD, CT 06828
(203) 373-2967
WITH A COPY TO:
HOWARD CHATZINOFF
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive notices
and communications)
NOVEMBER 24, 2004
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
(Page 1 of 14 Pages)
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CUSIP No. 462218108 13D (Page 2 of 14 Pages)
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1 NAME OF REPORTING PERSON: GENERAL ELECTRIC COMPANY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
14-0689340
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(A) [ ]
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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[_]
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 4,402,646
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,402,646
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 4,402,646
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[_]
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.3%
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14 TYPE OF REPORTING PERSON: CO
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2
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $1.00 per
share ("Ionics Common Stock"), of Ionics, Incorporated, a Massachusetts
corporation ("Ionics"). The address of Ionics' principal executive offices is 65
Grove Street, Watertown, Massachusetts 02472.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by General Electric Company, a New York corporation
("GE"). The address of GE's principal office and principal place of business is
3135 Easton Turnpike, Fairfield, Connecticut 06828. 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; 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 and
silicones; and chemicals for treatment of water and process systems. GE's
services include products services, electrical product supply houses; electrical
apparatus installation and engineering, repair and rebuilding services and a
wide variety of financial services.
For information with respect to 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, see Schedule A attached hereto which is specifically incorporated herein by
reference. All such persons are citizens of the United States unless otherwise
noted on Schedule A.
Other than the SEC's Order Instituting Cease-and-Desist Proceedings, Making
Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the
Act, SEC Release No. 34-50426 (September 23, 2004), neither GE nor, to the best
of GE's knowledge, any of the persons listed on Schedule A hereto, during the
last five years, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Voting Agreement described in Item 4 of this statement (the terms of which
are hereby incorporated by reference) was entered into by GE and certain
3
stockholders of Ionics (the "Stockholders") as an inducement to GE to enter into
the Merger Agreement described in Item 4 (the terms of which are hereby
incorporated by reference). 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. GE presently
expects that the consideration paid by it to the holders of Ionics Common Stock
following consummation of the Merger will be provided by GE from working
capital.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) On November 24, 2004, GE, Triton Acquisition Corp., a
Massachusetts corporation and a wholly owned subsidiary of
GE ("Sub"), and Ionics entered into an Agreement and Plan
of Merger (the "Merger Agreement") providing for the
merger of Sub with and into Ionics (the "Merger"), with
Ionics surviving the Merger as a wholly owned subsidiary
of GE (the "Surviving Corporation"), upon the terms and
subject to the conditions set forth in the Merger
Agreement. Pursuant to the Merger Agreement, as of the
Effective Time (as defined in the Merger Agreement), each
issued and outstanding share of Ionics Common Stock
(including each associated right to purchase Ionics Common
Stock) (other than Ionics Common Stock held in treasury or
owned by GE) will be converted into the right to receive
$44.00 in cash in accordance with the terms and conditions
of the Merger Agreement. 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.
In connection with the execution of the Merger Agreement,
in order to induce GE to enter into the Merger Agreement,
GE and the Stockholders entered into a Voting Agreement,
dated as of November 24, 2004 (the "Voting Agreement").
Pursuant to the Voting Agreement, the Stockholders have
agreed, among other things, (a) to vote all the shares of
Ionics Common Stock owned by them (i) in favor of the
adoption of the Merger Agreement and the approval of the
Transactions (as defined in the Merger Agreement), (ii)
against any action or agreement that would result in a
breach of any representation, warranty, covenant,
agreement or other obligation of Ionics in the Merger
Agreement, (iii) against any merger agreement or merger
(other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation
or winding up of or by Ionics or any other Takeover
Proposal (as defined in the Merger Agreement) and (iv)
against any agreement, amendment of Ionics' Articles of
Organization and Bylaws or other action that is intended
or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the
consummation of the Merger; (b) during the period from the
date of the Voting Agreement until any termination of the
Voting Agreement in accordance with its terms, not to
(except as contemplated by the Voting Agreement) (i) other
4
than pursuant to the Merger, sell, transfer (including by
operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any Contract (as
defined in the Voting Agreement), option or other
arrangement (including any profit sharing arrangement) or
understanding with respect to the Transfer (as defined in
the Voting Agreement) of, any Stockholder Shares (as
defined in the Voting Agreement) owned by such
Stockholders (or any interest therein), (ii) deposit any
Stockholder Shares owned by such Stockholders into a
voting trust or grant any proxies or enter into a voting
agreement power of attorney or voting trust with respect
to any Stockholder Shares, (iii) commit to do any of the
foregoing or (iv) take any action that would make any
representation or warranty of such Stockholders set forth
in the Voting Agreement untrue or incorrect in any
material respect or have the effect of preventing,
disabling or delaying such Stockholders from performing
any of its obligations under the Voting Agreement; and (c)
not to as stockholders (either individually or through any
representatives or agents) (i) solicit, initiate or
knowingly facilitate or encourage (including by way of
furnishing information) any inquiries or proposals that
constitute, or may reasonably be expected to lead to, any
Takeover Proposal, (ii) participate in any discussions or
negotiations with any third party regarding any Takeover
Proposal or (iii) enter into any agreement related to any
Takeover Proposal. The Voting Agreement terminates upon
the earlier to occur of (i) the Effective Time and (ii)
the termination of the Merger Agreement in accordance with
its terms. The name of each Stockholder and the number of
shares of Ionics Common Stock held by such Stockholder and
subject to the Voting Agreement as of November 24, 2004
are set forth on Schedule A thereto. 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.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the
Surviving Corporation shall be the existing directors of
Sub, until the earlier of their resignation or removal or
until their respective successors are duly elected (as the
case may be) and qualified.
(e)-(f) Not applicable.
(g) Pursuant to the Merger Agreement, upon consummation of the
Merger, the Articles of Organization and Bylaws of Ionics
will be changed.
(h)-(i) Upon consummation of the Merger, Ionics Common Stock will
be delisted from the New York Stock Exchange and will
become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended.
(j) Other than as described above, GE currently has no plans
or proposals which relate to, or may result in, any of the
matters listed in Items 4(a)-(i) of Schedule 13D (although
GE reserves the right to develop such plans).
5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of November 24, 2004, the shares of common stock
subject to the Voting Agreement consisted of 4,402,646
shares of Ionics Common Stock and represented
approximately 19.3% of the issued and outstanding shares
of Ionics Common Stock as of November 22, 2004, based on
Ionics' representation in the Merger Agreement that there
were 22,787,807 shares of Ionics Common Stock outstanding
as of that date. By virtue of the Voting Agreement, GE may
be deemed to share with the Stockholders the power to vote
or, with certain exceptions, dispose of shares of Ionics
Common stock subject to the Voting Agreement. However, GE
is not entitled to any rights as a stockholder of Ionics
as to the shares of Ionics Common Stock covered by the
Voting Agreement. As a result of the Voting Agreement, GE
may be deemed to be the beneficial owner of 4,402,646
shares, or approximately 19.3%, of Ionics Common Stock.
Pursuant to Rule 13d-4 under the Act, GE hereby states
that this Schedule 13D shall not be deemed an admission
that GE is, or for purposes of Section 13(d) of the Act,
the beneficial owner of any of the equity securities of
Ionics that are subject to the Voting Agreement. Except as
set forth in this Item 5, neither GE nor, to the best of
GE's knowledge, any person identified on Schedule A
hereto, beneficially owns any shares of Ionics Common
Stock.
(c) Except as described in this Schedule 13D, there have been
no transactions in the shares of Ionics Common Stock
effected by GE or, to the best of GE's knowledge, any
person identified on Schedule A hereto, during the last 60
days.
(d)-(e) Not applicable.
This statement is being filed while GE is in the process of verifying
information required in this Item 5 from its directors and executive
officers. If GE obtains information concerning such individuals which
would cause a change in the disclosure contained herein, an amendment
to this statement will be filed that will disclose such change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth under Items 3, 4 and 5 and the agreements set forth on
the Exhibits attached hereto are incorporated herein by reference. As described
in Item 4, GE anticipates it will acquire the entire equity interest in Ionics
pursuant to the Merger Agreement. Other than the Merger Agreement and the Voting
Agreement described in Item 4, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among GE or, to the best of
GE's knowledge, any person listed on Schedule A hereto, and any person with
respect to Ionics Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Agreement and Plan of Merger, dated as of November 24,
2004 among GE, Sub and Ionics (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of Ionics
filed on November 30, 2004).
6
Exhibit 2. Voting Agreement, dated as of November 24, 2004 among GE
and the Stockholders (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of Ionics filed on
November 30, 2004).
7
SIGNATURE
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.
Date: December 3, 2004
GENERAL ELECTRIC COMPANY
By: /s/ Michael R. McAlevey
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Name: Michael R. McAlevey
Title: Chief Corporate and Securities Counsel
8
EXHIBIT INDEX
EXHIBIT 1. Agreement and Plan of Merger, dated as of November 24,
2004 among GE, Sub and Ionics (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of Ionics
filed on November 30, 2004).
EXHIBIT 2. Voting Agreement, dated as of November 24, 2004 among GE
and the Stockholders (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of Ionics filed on
November 30, 2004).
9
SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.I. Cash, Jr. The Cash Concours Retired Professor of Business
321 Arsenal Street Administration-Graduate School of Business
Watertown, MA 02472 Administration, Harvard University
W. Castell General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company;
Fairfield, CT 06828 President and Chief Executive Officer, GE
Healthcare
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General Electric
Fairfield, CT 06828 Company;Chairman, General Electric
Capital Services, Inc.
A. M. Fudge Young & Rubicam, Inc. Chairman and Chief Executive Officer,
285 Madison Avenue Young & Rubicam, Inc.
New York, NY 10017
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief
S.A. de C.V. Executive Officer, Kimberly-Clark
Jose Luis Lagrange 103, de Mexico, S.A. de C.V.
Tercero Piso
Colonia Los Morales
Mexico, D.F. 11510, Mexico
J.R. Immelt General Electric Company Chairman of the Board and Chief
3135 Easton Turnpike Executive Officer, General
Fairfield,CT 06828 Electric Company
A. Jung Avon Products, Inc. Chairman of the Board and Chief Executive
1345 Avenue of the Americas Officer, Avon Products, Inc.
New York, NY 10105
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
A.G. Lafley The Proctor & Gamble Company Chairman of the Board, President and Chief
1 Procter & Gamble Plaza Executive, The Procter & Gamble Company
Cincinnati, OH 45202-3315
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief Executive
375 Park Avenue Officer, Invemed Associates, Inc.
New York, NY 10152
R.S. Larsen Johnson & Johnson Former Chairman of the Board and Chief
100 Albany Street; Suite 200 Executive Officer, Johnson & Johnson
New Brunswick, NJ 08901
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer,
309 West 49th Street Ogilvy & Mather Worldwide
New York, NY 10019-7316
S. Nunn King & Spalding Retired Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board and President,
2555 Telegraph Road Penske Corporation
Bloomfield Hills, MI 48302-0954
R.J. Swieringa S.C. Johnson Graduate School Dean and Professor of Accounting,
Cornell University Johnson Graduate School of Management,
207 Sage Hall Ithaca, NY Cornell University
14853-6201
D.A. Warner III J.P. Morgan Chase & Co., Former Chairman of the Board, J.P. Morgan
The Chase Manhattan Bank and Chase & Co., The Chase Manhattan Bank, and
Morgan Guaranty Trust Co. of New York Morgan Guaranty Trust Company of New York
345 Park Avenue
New York, NY 10154
R. C. Wright NBC Universal, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman and
Chief Executive Officer,
NBC Universal, Inc.
Citizenship
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W. Castell UK
C. X. Gonzalez Mexico
A. Jung Canada
All Others U.S.A.
EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.R. Immelt General Electric Company Chairman of the Board and Chief Executive
3135 Easton Turnpike Officer
Fairfield, CT 06828
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06828
F. Beccalli General Electric Company President and Chief Executive Officer,
3135 Easton Turnpike GE Europe
Fairfield, CT 06828
C.T. Begley General Electric Company President and Chief Executive Officer, GE Rail
2901 East Lake Road
Erie, PA 16531
D.L. Calhoun General Electric Company Senior Vice President - GE Transportation
1 Neumann Way
Cincinnati, OH 05215
J.P. Campbell General Electric Company Senior Vice President - Consumer & Industrial
Appliance Park - Americas
Louisville, KY 40225
W.H. Cary General Electric Company Vice President, Corporate Investor Relations
3135 Easton Turnpike
Fairfield, CT 06828
K.A. Cassidy General Electric Company Vice President and Treasurer
201 High Ridge Road
Stamford, CT 06905-3417
W. Castell General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company; President
Fairfield, CT 06828 and Chief Executive Officer, GE Healthcare
W.J. Conaty General Electric Company Senior Vice President - Human Resources
3135 Easton Turnpike
Fairfield, CT 06828
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
P. Daley General Electric Company Vice President - Corporate Business
3135 Easton Turnpike Development
Fairfield, CT 06828
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General Electric
Fairfield, CT 06828 Company; Chairman, General Electric
Capital Services, Inc.
B. B. Denniston General Electric Company Vice President and General Counsel
3135 Easton Turnpike
Fairfield, CT 06828
S.C. Donnelly General Electric Company Senior Vice President -
One Research Circle GE Global Research
Niskayuna, NY 12309
S. Fitzsimons General Electric Company Vice President, Financial Planning and
3135 Easton Turnpike Analysis
Fairfield, CT 06828
Y. Fujimori General Electric Company Senior Vice President - GE Asia
21 Mita 1-chome
Meguro-Ku 3d Floor Alto
Tokyo, Japan 153-0062
A.H. Harper General Electric Company Senior Vice President -
260 Long Ridge Road GE Equipment Services
Stamford, CT 06927
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike Law and Public Affairs and Secretary
Fairfield, CT 06828
J.M. Hogan General Electric Company Senior Vice President -
P.O. Box 414 GE Healthcare Technologies
Milwaukee, WI 53201
J. Krenicki, Jr. General Electric Company Senior Vice President -
1 Plastics Avenue GE Advanced Materials
Pittsfield, MA 01201
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
M.A. Neal General Electric Company Senior Vice President -
260 Long Ridge Road GE Commercial Finance
Stamford, CT 06927
D.R. Nissen General Electric Company Senior Vice President -
201 High Ridge Road GE Consumer Finance
Stamford, CT 06905-3417
J.A. Parke General Electric Company Senior Vice President and Chief
260 Long Ridge Road Financial Officer - GE Capital Services
Stamford, CT 06927
R.R. Pressman General Electric Company Senior Vice President -
5200 Metcalf Avenue GE Insurance
Overland Park, KS 66501
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06828
J. G. Rice General Electric Company Senior Vice President -
4200 Wildwood Parkway GE Energy
Atlanta, GA 30339
K.S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial Officer
Fairfield, CT 06828
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Consumer & Industrial
Plainville, CT 06062
W. A. Woodburn General Electric Company Senior Vice President -
187 Danbury Road GE Infrastructure
Wilton, CT 06897
R. C. Wright NBC Universal, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General Electric
New York, NY 10112 Company; Chairman and Chief Executive
Officer, NBC Universal, Inc.
Citizenship
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F. Beccalli Italy
W. Castell UK
S. Fitzsimmons Ireland
Y. Fujimori Japan
All Others U.S.A.