<SUBMISSION>
<ACCESSION-NUMBER>0000912057-00-050743
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20001117
<GROUP-MEMBERS>GE POWER SYSTEMS EQUITIES, INC.
<GROUP-MEMBERS>GENERAL ELECTRIC CO
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>SMALLWORLDWIDE PLC
<CIK>0001025170
<ASSIGNED-SIC>7372
<IRS-NUMBER>980154149
<STATE-OF-INCORPORATION>X0
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-55671
<FILM-NUMBER>772384
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ELIZABETH HOUSE 1 HIGH ST
<STREET2>CHESTERTON, CAMBRIDGE, ENGLAND
<CITY>UK CB4 1WR
<STATE>X0
<ZIP>00000
<PHONE>441223301144
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ELIZABETH HOUSE 1 HIGH ST
<STREET2>CHESTERTON, CAMBRIDGE, ENGLAND
<CITY>UK CB4 1WR
<STATE>X0
<ZIP>00000
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GENERAL ELECTRIC CO
<CIK>0000040545
<ASSIGNED-SIC>3600
<IRS-NUMBER>140689340
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3135 EASTON TURNPIKE
<STREET2>C/O BANK OF NEW YORK
<CITY>FAIRFIELD
<STATE>CT
<ZIP>06431
<PHONE>2033732465
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3135 EASTON TURNPIKE
<CITY>FAIRFIELD
<STATE>CT
<ZIP>06431
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>a2031612zscto-ta.txt
<DESCRIPTION>SC TO-T/A
<TEXT>

<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                   SCHEDULE TO
                                 (RULE 14D-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                       (Amendment No. 7 - Final Amendment)

                                  -------------

                               SMALLWORLDWIDE PLC
                       (Name of Subject Company (Issuer))

                                 --------------

                         GE POWER SYSTEMS EQUITIES, INC.
                            GENERAL ELECTRIC COMPANY
                                   (Offerors)
            (Names of Filing Persons (identifying status as offeror,
                            issuer or other persons))

                                 --------------

      ORDINARY SHARES, OF (POUND)0.01 EACH, AND AMERICAN DEPOSITARY SHARES,
                      EACH REPRESENTING ONE ORDINARY SHARE
                         (Title of Class of Securities)

                     83168P108 (AMERICAN DEPOSITARY SHARES)
                      (CUSIP Number of Class of Securities)

                                 --------------

                               JAMES M. WATERBURY
                            GENERAL ELECTRIC COMPANY
                              4200 WILDWOOD PARKWAY
                             ATLANTA, GEORGIA 30339
                            TELEPHONE: (770) 859-6378
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)

                                    COPY TO:
                                 MARY A. BERNARD
                                 KING & SPALDING
                           1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                            TELEPHONE: (212) 556-2100

                                -----------------

                            CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
================================================================================
           TRANSACTION VALUATION                AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
<S>                                                   <C>
             $  211,874,900*                          $  42,375
================================================================================
</TABLE>

*   Estimated for purposes of calculating the filing fee only. This calculation
    assumes the purchase of all outstanding ordinary shares, nominal value
    (pound)0.01 per share (the "Ordinary Shares"), and American Depositary
    Shares each representing one Ordinary Share (the "ADSs", and together with
    the Ordinary Shares, the "Shares"), of Smallworldwide plc at a price of
    $20.00 per Share. As of August 17, 2000, there were 10,593,745 Shares
    outstanding, including Shares subject to outstanding stock options. The
    amount of the Filing Fee calculated in accordance with Rule 0-11 of the
    Securities and Exchange Act of 1934, as amended, equals 1/50th of 1% of the
    value of the transaction.

|X| Check the box if any part of the fee is offset as provided by Rule
    0-11(a)(2) and identify the filing with which the offsetting fee was
    previously paid. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $42,375         Filing Party: GE Power Systems
                                                        Equities, Inc.
                                                        General Electric Company
Form or Registration No.: Schedule TO     Date Filed: August 24, 2000


|_| Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
    statement relates:
    |X| third-party tender offer subject to Rule 14d-1.
    |_| issuer tender offer subject to Rule 13e-4.
    |_| going-private transaction subject to Rule 13e-3.
    |_| Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|

================================================================================
<PAGE>

         This Amendment No. 7 - Final Amendment amends, supplements and
constitutes the final amendment to the Tender Offer Statement on Schedule TO
originally filed with the Securities and Exchange Commission on August 24, 2000,
as amended by Amendment No. 1 filed on August 25, 2000, Amendment No. 2 filed on
September 25, 2000, Amendment No. 3 filed on October 2, 2000, Amendment No. 4
filed on October 5, 2000, Amendment No.5 filed on October 10, 2000 and Amendment
No. 6 filed on November 2, 2000 (as amended, the "Schedule TO"), by GE Power
Systems Equities, Inc., a Delaware corporation (the "Offeror") and a wholly
owned subsidiary of General Electric Company, a New York corporation ("GE"). The
Schedule TO relates to the offer by the Offeror and GE to purchase all of the
outstanding (1) ordinary shares, nominal value of (pound)0.01 each ("Ordinary
Shares"), and (2) American Depositary Shares ("ADSs"), each representing one
Ordinary Share and evidenced by American Depositary Receipts ("ADRs") of
Smallworldwide plc, a public limited company incorporated under the laws of
England and Wales ("Smallworld"). The Offer is subject to the terms and
conditions set forth in the Offer to Purchase, dated August 24, 2000 (the "Offer
to Purchase"), a copy of which was filed with the Schedule TO as Exhibit
(a)(1)(A), the related Letter of Transmittal, a copy of which was filed with the
Schedule TO as Exhibit (a)(1)(B) , and the related Form of Acceptance, a copy of
which was filed with the Schedule TO as Exhibit (a)(1)(C) (which, together with
the Offer to Purchase, as amended from time to time, constitute the "Offer").
The information in the Offer to Purchase is incorporated by reference herein.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase.

ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

         Item 6(a) is hereby amended and supplemented by adding thereto the
following:

                  "On November 13, 2000, the Offeror gave notice that it was
         exercising its right under Section 429 of the Companies Act of 1985 to
         acquire compulsorily all Shares not already acquired by it pursuant to
         the Offer. Shares not already acquired pursuant to the Offer will be
         acquired compulsorily on December 27, 2000. A copy of the form of
         notice to non-assenting shareholders delivered pursuant to Section
         429(4) of the Companies Act of 1985 and the accompanying letter sent by
         the Offeror, are filed herewith as exhibits 99.9 and 99.10,
         respectively."


ITEM 12.  EXHIBITS

         Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:

         "99.9    Form of notice to non-assenting shareholders, dated November
                  13, 2000, pursuant to Section 429(4) of the Companies Act of
                  1985."

         "99.10   Form of letter to non-assenting shareholders from the Offeror,
                  dated November 13, 2000."
<PAGE>

                                    SIGNATURE

         After due 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.


                                            GENERAL ELECTRIC COMPANY


                                            By: /s/ JAMES M. WATERBURY
                                                -----------------------------
                                                Name:  James M. Waterbury
                                                Title: Attorney-in-Fact


                                            GE POWER SYSTEMS EQUITIES, INC.


                                            By: /s/ JAMES M. WATERBURY
                                                -----------------------------
                                                Name:  James M. Waterbury
                                                Title: Attorney-in-Fact

Date: November 17, 2000
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.        DOCUMENT
-----------        --------

*(a)(i)(A)         Offer to Purchase dated August 24, 2000.

*(a)(1)(B)         Form of Letter of Transmittal.

*(a)(1)(C)         Form of Acceptance.

*(a)(1)(D)         Form of Notice of Guaranteed Delivery.

*(a)(1)(E)         Form of Letter from the Information Agent to Brokers,
                   Dealers, Commercial Banks, Trust Companies and Nominees.

*(a)(1)(F)         Form of Letter to Clients for use by Brokers, Dealers,
                   Commercial Banks, Trust Companies and Nominees.

*(a)(1)(G)         Guidelines for Certification of Taxpayer Identification
                   Number on Substitute Form W-9.

*(a)(1)(H)         Press announcement released in the U.K. on August 17, 2000.
                   (incorporated by reference to Exhibit 99(a)(2) to Schedule TO
                   filed by General Electric Company and GE Power Systems
                   Equities, Inc. on August 17, 2000.)

*(a)(1)(I)         Joint press release issued by GE and Smallworld on August 17,
                   2000. (incorporated by reference to Exhibit 99(a)(1) to
                   Schedule TO filed by General Electric Company and GE Power
                   Systems Equities, Inc. on August 17, 2000.)

*(a)(1)(J)         Summary advertisement as published in the U.S. on August 24,
                   2000.

*(a)(2)            Recommendation Statement on Schedule 14D-9.

 (b)               None.

*(d)(1)            Acquisition Agreement dated August 16, 2000 between General
                   Electric Company and Smallworldwide plc (incorporated by
                   reference from Annex B to the Offer to Purchase filed as
                   Exhibit (a)(1)(A) hereto).

*(d)(2)            Form of Irrevocable Undertaking executed by each of Martin
                   Cartwright, Richard Green and Richard Newell and GE Power
                   Systems Equities, Inc.

*(d)(3)            Deed of Irrevocable Undertaking executed by C. Warren
                   Ferguson and GE Power Systems Equities, Inc.

*(d)(4)            Form of Irrevocable Undertaking executed by each of Timothy
                   Cadman and Ronald Posner and GE Power Systems Equities, Inc.

*(d)(5)            Form of Irrevocable Undertaking executed by each of Peter
                   Batty, Peter Britnell, Joan Myhill and David Theriault and GE
                   Power Systems Equities, Inc.

*(d)(6)            Form of Irrevocable Undertaking executed by each of Mark
                   Diskin and Wolfgang Chittka and GE Power Systems Equities,
                   Inc.

*(d)(7)            Service Agreement dated August 16, 2000 between Richard G.
                   Newell and General Electric Company.

*(d)(8)            Service Agreement dated August 16, 2000 between C. Warren
                   Ferguson and General Electric Company.
<PAGE>

*(d)(9)            Service Agreement dated August 16, 2000 between Martin A.
                   Cartwright and General Electric Company.

*(d)(10)           Service Agreement dated August 16, 2000 between Richard Green
                   and General Electric Company.

*(d)(11)           Confidentiality Agreement dated August 2, 2000 between
                   General Electric Company and Smallworldwide plc.

 (g)               Not applicable.

 (h)               Not applicable.

*99.1              Power of Attorney.

*99.2              Board Resolution of GE Power Systems Equities, Inc.

*99.3              Newspaper Advertisement published on August 25, 2000 in the
                   Financial Times.

*99.4              Press release issued on September 22, 2000.

*99.5              Press release issued on October 3, 2000.

*99.6              Letter from GE to Smallworld optionholders.

*99.7              E-mail from GE to Smallworld optionholders.

*99.8              Press release issued on November 1, 2000.

 99.9              Form of notice to non-assenting shareholders, dated November
                   13, 2000, pursuant to Section 429(4) of the Companies Act of
                   1985.

 99.10             Form of letter to non-assenting shareholders from the
                   Offeror, dated November 13, 2000.

-----------------------
* Previously Filed.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>2
<FILENAME>a2031612zex-99_9.txt
<DESCRIPTION>EXHIBIT 99.9
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.9

                                                           429(4)

COMPANIES FORM NO. 429(4)
NOTICE TO NON-ASSENTING SHAREHOLDERS IN SMALLWORLDWIDE PLC
Pursuant to section 429(4) of the Companies Act 1985
as inserted by Schedule 12 to the Financial Services Act 1986

To:      [Name]

         [Address]



A takeover offer (the "Offer") was made on 24th August, 2000 by GE Power Systems
Equities, Inc. (the "Offeror") for the entire issued share capital of
Smallworldwide PLC (the "Company") as more particularly specified in the formal
offer document dated 24th August, 2000.

The Offeror has, within four months of making the Offer, acquired or contracted
to acquire not less than nine-tenths in value of the ordinary shares of
(pound)0.01 each and the American depositary shares each represenTINg one such
ordinary share (collectively, the "Shares") to which the Offer relates. The
Offeror gives notice that it now intends to exercise its rights under section
429 of the Companies Act 1985 to acquire the shares in the Company held by you.

The terms of the Offer provide for the following consideration:

         FOR EACH SHARE                                       US$20 IN CASH

and so in proportion for any other number of Shares held.

Further details of the Offer can be found in the Offer Document dated 24th
August, 2000. Your Shares will be acquired fully paid and free from all liens,
equitable interests, charges, encumbrances, rights of pre-emption and other
interests of any nature whatsoever and together with all rights at the date of
the Offer and thereafter attaching thereto.

NOTE:    BY GIVING THIS NOTICE, THE OFFEROR BECOMES BOUND AND ENTITLED TO
         ACQUIRE THE SHARES HELD BY YOU. YOU ARE ENTITLED UNDER SECTION 430C OF
         THE COMPANIES ACT 1985 TO MAKE APPLICATION TO THE ENGLISH HIGH COURT
         WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN ORDER EITHER THAT
         THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE YOUR SHARES OR
         THAT DIFFERENT TERMS TO THOSE OF THE OFFER SHALL APPLY TO THE
         ACQUISITION. IF YOU ARE CONTEMPLATING SUCH ACTION, YOU MAY WISH TO SEEK
         LEGAL ADVICE.
<PAGE>

Signed                                      Date: 13th November, 2000

Director
GE Power Systems Equities, Inc.

--------------------------------------------------------------------------------

All enquiries and communications relating to this notice should be addressed to
the Company Secretary, Smallworldwide PLC, Elizabeth House, 1 High Street,
Chesterton, Cambridge CB4 1WR, England (Tel: +44 1223 301144)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>3
<FILENAME>a2031612zex-99_10.txt
<DESCRIPTION>EXHIBIT 99.10
<TEXT>

<PAGE>

                                                                   EXHIBIT 99.10

                         GE POWER SYSTEMS EQUITIES, INC.
            3135 EASTON TURNPIKE, FAIRFIELD, CONNECTICUT, 06431, USA


TO:      THE NON-ASSENTING SHAREHOLDERS OF SMALLWORLDWIDE PLC ("SMALLWORLD")

         IF YOU HAVE SUBMITTED A VALID AND COMPLETE ACCEPTANCE OF THE OFFER IN
         RESPECT OF ALL YOUR SHARES IN SMALLWORLD, PLEASE IGNORE THIS LETTER AND
         ACCOMPANYING NOTICE.

                                                             13th November, 2000
Dear Shareholder

               COMPULSORY ACQUISITION OF YOUR ORDINARY SHARES/ADSS
                                  IN SMALLWORLD

As GE Power Systems Equities, Inc. ("GE") has now received valid acceptances of
its offer (the "Offer") to acquire all ordinary shares and ADSs in Smallworld
(collectively the "Shares") in respect of more than 90 per cent. of Shares to
which its Offer related, GE is now entitled to acquire compulsorily the
remaining Shares to which the Offer related.

You will find enclosed a statutory notice formally advising you that GE intends
to apply the provisions of sections 428 to 430F of the Companies Act 1985 (the
"Act"). That notice sets out the terms on which GE will acquire your remaining
Shares on 27th December, 2000. These shares will be acquired under the terms of
the Offer and you will be entitled to US$20 in cash for every Share you hold on
that date. Thereafter, the consideration due to you will be held on trust by
Smallworld in accordance with section 430(9) of the Act. You can apply for your
consideration to be released and sent to you by writing to Smallworldwide PLC,
Elizabeth House, 1 High Street, Chesterton, Cambridge CB4 1WR, England marked
for the attention of the Company Secretary with satisfactory evidence of your
identity and the ownership of your Shares.

If you have sold all of your Shares, please forward this document and the
accompanying notice at once to the purchaser or transferee or the stockbroker,
bank or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee. However, such documents must not be
forwarded to or transmitted in or into Canada, Australia or Japan.

                                Yours sincerely,


           ...........................................................
                              for and on behalf of
                         GE Power Systems Equities, Inc.
</TEXT>
</DOCUMENT>
</SUBMISSION>
