Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by the Registrant |
| Filed by a Party other than the Registrant |
Check the appropriate box:
| Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
BHA Group Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| No fee required. |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| Fee paid previously with preliminary materials |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement no.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Overview
Steve Rowe
July 13, 2004
Currently Operating in More Than 100 Countries
11 Major Businesses Over 300,000 Employees
2003 Revenue $134.2 Billion
2003 Earnings $15.6 Billion
Over 125 Years of Operating Experience
GE Corporation Profile
Great Heritage A Tradition Of Leadership
Worlds Most
Admired Company
Fortune Magazine
1998 - 2002
Americas Most
Admired Company
Fortune Magazine
1998 - 2002
Founded by Thomas Edison 125 Years Ago
Only company listed
in the Dow Jones Industrial
as part of the original
index in 1896
Inventions Today Include:
LEXAN® Technologies, Medical and Securities, Powder Coatings
Worlds Most
Respected Company
Financial Times
1998 - 2004
The New GE
GE Advanced Material
GE Commercial Finance
GE Consumer Finance
GE Consumer & Industrial
GE Healthcare
GE Infrastructure
GE Insurance
NBC / Universal
GE Transportation
GE Equipment Services
GE Energy
Globalization is Key to GE Growth
70
37
1987
1995
29
43
27
132
2002
79
53
International
USA
8
40% of total revenues are
from outside the US
52% of non-US revenues
are in Europe
(Billions $)
Rapid & Steady Growth in Important Segment
$3bn
7,700
$12bn
46,000
$26bn
72,000
1987
1995
2002
Revenues
Employees
AAGR
15%
Europe
Global Technology Presence
Global Research Center
Niskayuna, NY
John F. Welch
Technology Centre
Bangalore, India
China Technology Center
Shanghai, China
Global Research Europe
Munich, Germany
GE focus on technology
150 Scientists (Phase 2: 300)
Operational Q3 2004
R&D Focus :
Renewable Energies
Medical technologies
Electronics & Automation
Automotive Solutions
Global Research Center Europe - Munich
GE Energy Businesses
2003 Revenue
Hydro
$18.5B Total Revenue
Products
Services
Oil & Gas
Aero
Recyclables
Nuclear
Oil & Gas, Teknos,
OMI Service
Italy
Hydro,
Aero Package Services
Norway
Aero Packaging &
Component Mfg.
Hungary
Substation Automation
Sweden
Barcelona Service Center,
Wind Energy
Spain
Energy Products,
Thermodyn, Sales
France
Network Solutions,
Substation Automation,
Basildon Service Center,
Turbine Blading,
Rental Power, PII,
Global Control Services,
Sales
England
GE Energy in Europe
Plant Optimization
Solutions
Austria
Aero Package Services
Holland
Network Solutions
Scotland
H SystemTM
Launch Site
Wales
Energy Products,
Wind Energy, Network Solutions,
Bently Nevada, Rental Power
Germany
9,000 Employees
80 Locations
in 21 Countries
Services
$4.0
47%
Products
$4.5
Services
$7.7
33%
Products
$15.9
Services
~$10
56%
Products
~$8
GE Energy Portfolio Transformation
From Products To Services
($Billions)
Sales
$8.5
$23.6
~$18
98
02
04
GE Energy Businesses
Services
Our mission is to provide
products, services and solutions
for our customer's energy
producing, delivering, managing
and consuming assets.
Hydro
Nuclear
Recyclables
Aero
Oil & Gas
Services
Products
Energy Services Strategy for Growth
Technology
Quality
Transactional
To Contractual
Power Island
+Total Plant
+Network
Traditionally Concentrated on Power
Generation Equipment
Now Serving the Total Plant
- Power Output - Emissions - Availability
- Efficiency - Reliability
Expanding To The Total Network
- Transmission & Distribution
- Telecommunications
- Industrial Users
GE Energy Services
Environmental Services
A Key GE Growth Initiative
From Pollution Control Components to Plant Environmental Solutions
Fuel
Monitoring &
Treatment
Combustion
Control
Post Combustion
Control
Emissions
Monitoring
Turbine
Uprates
Driving To Become $1B Segment
BHA and GE
Post Combustion Control Allows Total Plant Solution
GE Energy Global Sales Force To Augment BHA Sales Efforts
GEs Global Research Center to Partner with BHA
Parts & Service Culture
New Potential Growth Opportunities
Membrane Application/Technologies
Apparel
Global Reach
1,000+ Field Engineers; 400+ Global Sales Associates
100+ Global Service Locations
Summary
A Great Union
Two Great Businesses
Dedicated to Services Excellence
During The Next Couple of Months
GE/BHA Integration Team Will Focus on Structure,
Synergies, Go-To-Market Strategies, Communication and
Human Resources Integration
Environmental is a Key Growth Opportunity
We Look Forward To Working With You
Ricardo Artigas
President and CEO, ES
June 2, 2004
GE Energy Overview
Important Legal Information
In connection with the proposed transaction, a proxy statement has been filed with the U.S. Securities & Exchange
Commission by BHA Group Holdings, Inc. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE
PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A definitive proxy statement
will be sent to security holders of BHA seeking their approval of the transaction. Investors and security holders may
obtain a free copy of the definitive proxy statement when it becomes available, and other documents filed or furnished by
BHA with the SEC, at the SEC's website at www.sec.gov. The definitive proxy statement and other documents filed or
furnished by BHA may also be obtained for free by directing a request to BHA's Corporate Secretary at 1-800-821-2222.
BHA and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of BHA in connection with the proposed transaction. Information about the directors and executive officers
of BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting of stockholders, as filed with the
SEC on January 16, 2004. Additional information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction. Investors may obtain a detailed list of names,
affiliations and interests of participants in the solicitation of proxies of BHA stockholders to approve the merger at the
following address: 8800 East 63rd Street, Kansas City, Missouri, 64133.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are naturally subject to uncertainty and changes in circumstances. Actual
results may vary materially from the expectations contained herein. The forward-looking statements contained herein
include statements about the proposed transaction and future benefits of the pending proposed transaction between GE
and BHA. The following factors, among others, could cause actual results to differ materially from those described
herein: failure to obtain certain regulatory approvals; actions of the U.S., foreign and local governments; failure of the
requisite number of BHA stockholders to approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to achieve cost-cutting synergies resulting from
the merger; changing consumer or marketplace trends; the general economic environment; potential or actual litigation
challenging the proposed transaction; and other economic, business, competitive and/or regulatory factors affecting
businesses generally. More detailed information about those factors is set forth in filings to be made by GE and BHA with
the SEC. Neither GE nor BHA is under any obligation to (and expressly disclaims any such obligation to) update or alter
its forward-looking statements whether as a result of new information, future events or otherwise.