<PAGE>
Notice of 1994
Annual Meeting
and
Proxy Statement
<PAGE>
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CONTENTS
Letter from the Chairman 3
Notice of 1994 Annual Meeting of Share Owners 4
Proxy Statement 5
* Election of Directors 5
Information Relating to Directors, Nominees
and Executive Officers 11
Report of the Compensation Committee
of the Board of Directors 16
Summary Compensation Table 20
Stock Appreciation Rights and Stock Options 22
Financial Performance Comparison Graphs 24
Retirement Benefits 26
* Appointment of Independent Auditors 27
* Proposed 2-for-1 Stock Split and Increase in
Number of Authorized Shares 27
* Share Owner Proposals relating to:
No. 1 Political Contributions
No. 2 Economic Conversion
No. 3 The CERES Principles
Other Matters
* To be voted on at the meeting
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EVERY SHARE OWNER'S VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY FORM
Printed on recycled paper using soybean ink.
<PAGE>
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General Electric Company
3135 Easton Turnpike,
Fairfield, CT 06431
March 8, 1994
Dear Share Owner,
You are invited to attend the 1994 Annual Meeting to be held on
Wednesday, April 27, in Raleigh, North Carolina.
The Annual Meeting will begin with a report on Company operations,
followed by discussion and voting on the matters set forth in the
accompanying Notice of Annual Meeting and Proxy Statement and on other
business matters properly brought before the meeting.
If you plan to attend the meeting, please complete and return the
advance registration form on the back page of this Proxy Statement. An
admission card, which will expedite your admission to the meeting, will
be mailed to you about three weeks prior to the meeting.
Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing, signing, dating and
returning your proxy form in the enclosed envelope.
Cordially,
John F. Welch, Jr.
Chairman of the Board
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3
<PAGE>
NOTICE OF 1994 ANNUAL MEETING
OF SHARE OWNERS
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10:00 a.m., EDT, April 27, 1994
The Governor W. Kerr Scott Building
North Carolina State Fair
1025 Blue Ridge Boulevard
Raleigh, North Carolina
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March 8, 1994
To the Share Owners:
General Electric Company's 1994 Annual Meeting of Share Owners will be
held in the Governor W. Kerr Scott Building, North Carolina State Fair,
1025 Blue Ridge Boulevard, Raleigh, North Carolina, on Wednesday, April
27, 1994, at 10:00 a.m., EDT. Following a report on GE's business
operations, the share owners will act on the matters listed below:
(a) Election of Directors for the ensuing year;
(b) Approval of the appointment of Independent
Auditors for 1994;
(c) Proposed 2-for-1 Stock Split and Increase in
Number of Authorized Shares;
(d) Consideration of the share owner proposals described in the
accompanying Proxy Statement; and
(e) Consideration of any other matters which may
properly come before the meeting.
Share owners of record at the close of business on March 8, 1994, will
be entitled to vote at the meeting and any adjournments.
Benjamin W. Heineman, Jr.
Secretary
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4
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PROXY STATEMENT
General Electric Company, Fairfield, Connecticut 06431
This Proxy Statement is furnished in connection with the solicitation of
proxies by General Electric Company on behalf of the Board of Directors
for the 1994 Annual Meeting of Share Owners. This Proxy Statement and a
proxy form are scheduled to be mailed to share owners beginning on March
8, 1994.
You can ensure that your shares are voted at the meeting by
completing, signing, dating and returning the enclosed proxy form in the
envelope provided. Sending in a signed proxy will not affect your right
to attend the meeting and vote. A share owner who gives a proxy may
revoke it at any time before it is exercised by voting in person at the
Annual Meeting, by submitting another proxy bearing a later date or by
notifying the Inspectors of Election in writing of such revocation.
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Election of Directors
At the 1994 Annual Meeting, 15 directors are to be elected to hold
office until the 1995 Annual Meeting and until their successors have
been elected and have qualified. The nominees, listed on pages six to
ten with brief biographies, are all now GE directors. The Board knows of
no reason why any nominee may be unable to serve as a director. If any
nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such other person as the Board may
recommend.
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5
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H. BREWSTER ATWATER, JR., 62, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER AND DIRECTOR, GENERAL MILLS, INC., CONSUMER FOODS AND
RESTAURANTS, MINNEAPOLIS, MINN. DIRECTOR SINCE 1989.
A graduate of Princeton University and Stanford University Graduate
School of Business, Mr. Atwater joined General Mills in 1958 and served
in a variety of sales and marketing positions. He was elected executive
vice president in 1970, chief operating officer in 1976, chief executive
officer in 1981 and chairman in 1982. Mr. Atwater is a director of Merck
& Co., Inc.; a member of the Business Roundtable and the Business
Council; a member of the International Council, J. P. Morgan & Co.
Incorporated; and a director of American Public Radio, the Walker Art
Center and the Mayo Foundation.
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D. WAYNE CALLOWAY, 58, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER
AND DIRECTOR, PEPSICO, INC., BEVERAGES, SNACK FOODS AND RESTAURANTS,
PURCHASE, N.Y. DIRECTOR SINCE 1991.
A graduate of Wake Forest University, Mr. Calloway joined PepsiCo in
1967, became president and chief operating officer of Frito-Lay, Inc. in
1976 and chairman of the board and chief executive officer of Frito-Lay
in 1978. Mr. Calloway became executive vice president, chief financial
officer, and director of PepsiCo in 1983, president and chief operating
officer in 1985 and chairman and chief executive officer in 1986. He is
a director of Citicorp and Exxon, vice chairman of Grocery Manufacturers
of America, and a member of the Business Council, the Policy Committee
of the Business Roundtable, the Tri-Lateral Commission and the Business
Council of New York State. He is also chairman of the Board of Trustees
of Wake Forest University.
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SILAS S. CATHCART, 67, DIRECTOR AND RETIRED CHAIRMAN OF THE BOARD,
ILLINOIS TOOL WORKS, INC., DIVERSIFIED PRODUCTS, CHICAGO, ILL. DIRECTOR
1972-1987 AND SINCE 1990.
Following his graduation from Princeton in 1948, Mr. Cathcart joined
Illinois Tool Works, Inc., a manufacturer of tools, fasteners, packaging
and other products. He was named a vice president in 1954, executive
vice president in 1962, president and director in 1964, and served as
chairman from 1972 to 1986. From 1987 to 1989, he served as chairman of
the board of Kidder, Peabody Group, Inc. Mr. Cathcart is a director of
Baxter International, Inc., Montgomery Ward & Co., Inc. and Quaker Oats
Company. He is also on the board of the Chicago Botanic Garden and is a
trustee of the Buffalo Bill Historical Society.
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LAWRENCE E. FOURAKER, 70, FORMER DEAN, HARVARD BUSINESS SCHOOL,
CAMBRIDGE, MASS. DIRECTOR SINCE 1981.
The holder of a PhD degree from the University of Colorado, Dr. Fouraker
joined the faculty of Harvard Business School in 1961, where he has
taught business and government relations, headed the international
business area, was director of the division of research, and served as
dean of faculty from 1970 to 1980. Dr. Fouraker is a director of Alcan
Aluminum Ltd., Citicorp, Enserch, The Gillette Company, Inc., Ionics
Corp. and New England Mutual Life
Insurance Company.
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PAOLO FRESCO, 60, VICE CHAIRMAN OF THE BOARD AND EXECUTIVE OFFICER,
GENERAL ELECTRIC COMPANY. DIRECTOR SINCE 1990.
Mr. Fresco received a law degree from the University of Genoa. After
practicing law in Rome, he joined GE's Italian subsidiary, Compagnia
Generale di Elettricita (COGENEL), in 1962 as corporate counsel,
becoming president and general manager of that company in 1972. In 1976,
he joined GE's International Group and was elected a vice president in
1977. Mr. Fresco became vice president and general manager - Europe and
Africa Operations in 1979, and in 1985 was named vice president and
general manager - International Operations. In 1987, he was elected
senior vice president - GE International. He became a member of the
Board in 1990, and was elected vice chairman of the Board and executive
officer in 1992.
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CLAUDIO X. GONZALEZ, 59, CHAIRMAN OF THE BOARD AND MANAGING DIRECTOR,
KIMBERLY-CLARK DE MEXICO, S.A. DE C.V., MEXICO CITY, MEXICO, AND
DIRECTOR, KIMBERLY-CLARK CORPORATION, PAPER PRODUCTS. DIRECTOR SINCE
1993.
Mr. Gonzalez is a graduate of Stanford University. He was employed by
Kimberly-Clark in 1956 and by its subsidiary, Kimberly-Clark de Mexico,
S.A., in 1957. He was elected vice president of operations of Kimberly-
Clark de Mexico, S.A. in 1962 and executive vice president and managing
director in 1966. He assumed his present position in 1973. Mr. Gonzalez
is a director of Kellogg Company, IBM Latin America, The Mexico Fund,
Inc., Banco Nacional de Mexico, Grupo Industrial ALFA, Grupo Industrial
Saltillo, Grupo Carso, Synkro and Telefonos de Mexico.
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<PAGE>
HENRY H. HENLEY, JR., 72, RETIRED CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER AND FORMER DIRECTOR, CLUETT, PEABODY & CO., INC., MANUFACTURING
AND RETAILING OF
APPAREL, NEW YORK, N.Y. DIRECTOR SINCE 1972.
A 1943 graduate of Hendrix College, Mr. Henley joined McKesson &
Robbins, Inc., becoming a vice president in 1956, director and
executive vice president in 1959 and president in 1962. He served as a
director of Cluett, Peabody & Co., Inc., from 1963 to 1986, was elected
president in 1967 and served as chief executive officer from 1970 to
1986. He is a member of the Business Council and a trustee of the
Presbyterian Hospital in New York City.
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DAVID C. JONES, 72, RETIRED U.S. AIR FORCE GENERAL AND FORMER CHAIRMAN
OF THE JOINT CHIEFS OF STAFF, WASHINGTON, D.C. DIRECTOR SINCE 1986.
General Jones attended the University of North Dakota and Minot State
College before joining the Army Air Corps in 1942. He is a graduate of
the National War College. He became Chief of Staff of the Air Force in
1974 and served as Chairman of the Joint Chiefs of Staff from 1978 to
1982. General Jones is chairman of the board of National Education
Corporation. He is active in public service organizations.
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ROBERT E. MERCER, 69, RETIRED CHAIRMAN OF THE BOARD AND FORMER DIRECTOR,
THE GOODYEAR TIRE & RUBBER COMPANY, AKRON, OHIO. DIRECTOR SINCE 1984.
A graduate of Yale University, Mr. Mercer joined Goodyear in 1947. He
became president of the Kelly-Springfield Tire Company subsidiary in
1974 and was elected an executive vice president of Goodyear in 1976.
Mr. Mercer was elected president of Goodyear in 1978, president and
chief operating officer in 1981, vice chairman and chief executive
officer in 1982, and served as chairman and chief executive officer from
1983 to 1989. He is also a director of CPC International, Inc., Chemical
Banking Corporation and Roadway Services, Inc.
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<PAGE>
GERTRUDE G. MICHELSON, 68, SENIOR ADVISOR AND DIRECTOR, R. H. MACY &
CO., INC., RETAILERS, NEW YORK, N.Y.DIRECTOR SINCE 1976.
Mrs. Michelson received a BA degree from Pennsylvania State University
in 1945 and an LLB degree from Columbia University in 1947, at which
time she joined Macy's - New York. Mrs. Michelson was elected a vice
president in 1963, senior vice president in 1979, and was named senior
vice president - external affairs in 1980. She became senior advisor to
R. H. Macy & Co., Inc. in 1992. She is a director of The Chubb
Corporation, Discount Corporation of New York, The Goodyear Tire &
Rubber Company, Quaker Oats Company and Stanley Works. Mrs. Michelson is
chairman emeritus of the Board of Trustees of Columbia University, a
governor of the American Stock Exchange and a trustee of the Rand
Corporation.
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BARBARA SCOTT PREISKEL, 69, FORMER SENIOR VICE PRESIDENT, MOTION PICTURE
ASSOCIATIONS OF AMERICA, NEW YORK, N.Y. DIRECTOR SINCE 1982.
Mrs. Preiskel graduated from Wellesley College and Yale Law School. She
joined the Motion Picture Associations of America in 1959 as deputy
attorney and served as senior vice president and general counsel from
1977 to 1983. Mrs. Preiskel is a director of the New York Philharmonic
Society; is a trustee of Wellesley College, Tougaloo College and the
Ford Foundation; and is the chairman of the New York Community Trust.
She is a director of American Stores Company, Massachusetts Mutual Life
Insurance Company, Textron Inc. and the Washington Post Company.
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FRANK H. T. RHODES, 67, PRESIDENT, CORNELL UNIVERSITY,
ITHACA, N.Y. DIRECTOR SINCE 1984.
An English-born naturalized U.S. citizen, Dr. Rhodes holds bachelor of
science, doctor of philosophy and doctor of science degrees from the
University of Birmingham (U.K.). He was elected president of Cornell
University in 1977. Dr. Rhodes is a director of Tompkins County Trust
Company. He is a trustee of the Mellon Foundation and the Committee for
Economic Development. He was appointed by President Reagan as a member
of the National Science Board and by President Bush as a member of the
President's Education Policy Advisory Committee.
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9
<PAGE>
ANDREW C. SIGLER, 62, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND
DIRECTOR, CHAMPION INTERNATIONAL CORPORATION, PAPER AND FOREST PRODUCTS,
STAMFORD, CONN. DIRECTOR SINCE 1984.
A graduate of Dartmouth College with an MBA degree from its Amos Tuck
School of Business Administration, Mr. Sigler joined Champion Papers
Inc., a predecessor of Champion International, in 1956. He became
executive vice president of Champion International in 1972, a director
in 1973, president and chief executive officer in 1974 and chairman in
1979. Mr. Sigler is also a director of Bristol-Myers Squibb Company and
Chemical Banking Corporation and is a member of the Board of Trustees of
Dartmouth College. He is a member of the Business Roundtable and the
Business Council and is active in various civic organizations.
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DOUGLAS A. WARNER III, 47, PRESIDENT AND DIRECTOR, J.P.MORGAN & CO.
INCORPORATED AND MORGAN GUARANTY TRUST COMPANY, NEW YORK, N.Y. DIRECTOR
SINCE 1992.
Following graduation from Yale University in 1968, Mr. Warner joined
Morgan Guaranty Trust Company, a wholly owned subsidiary of J.P. Morgan
& Co. Incorporated. He was named a senior vice president of the bank in
1985, executive vice president in 1987, executive vice president of the
parent in 1989, and managing director of the bank and its parent in
1989. He was elected president and director of the bank and its parent
in 1990. Mr. Warner is also a director of Anheuser-Busch Companies,
Inc., and is a member of the Board of Overseers of the Memorial Sloan-
Kettering Cancer Center, a trustee of Cold Spring Harbor Laboratory and
a trustee of the Pierpont Morgan Library.
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JOHN F. WELCH, JR., 58, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER, GENERAL ELECTRIC COMPANY. DIRECTOR SINCE 1980.
A 1957 graduate of the University of Massachusetts with MS and PhD
degrees from the University of Illinois, Mr. Welch joined GE in 1960.
Following managerial assignments in the plastics and chemical and
metallurgical businesses, he was elected a vice president in 1972. In
1973, he was named vice president and group executive of the Components
and Materials Group. He became a senior vice president and sector
executive of the Consumer Products and Services Sector in 1977 and was
elected a vice chairman and named an executive officer in 1979. Mr.
Welch was elected chairman and named chief executive officer in 1981.
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<PAGE>
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INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table includes all GE stock-based holdings, as of February
6, 1994, of the Company's Directors and five most highly-compensated
executive officers. This table indicates the alignment of the named
individuals' financial interests with the interests of the Company's
share owners because the value of their total holdings will increase or
decrease in line with the price of GE's stock.
<TABLE>
<CAPTION>
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Common Stock and Total Stock-Based Holdings
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Name Stock 1 Total 2 Name Stock 1 Total 2
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- -
<S> <C> <C> <C> <C> <C>
H. Brewster Atwater, Jr. 0,000 00,000 David C. Jones 0,000/6/ 00,000
D. Wayne Calloway 0,000 0,000 Robert E. Mercer 0,000 00,000
Silas S. Cathcart 00,000/3/ 00,000 Gertrude G. Michelson 0,000 00,000
Frank P. Doyle 000/4/ 000,000 Barbara Scott Preiskel 0,000 00,000
Lawrence E. Fouraker 0,000/5/ 00,000 Frank H. T. Rhodes 0,000 00,000
Paolo Fresco 00,000 000,000 Brian H. Rowe 00,000 000,000
Claudio X. Gonzalez 0,000 0,000 Andrew C. Sigler 0,000 00,000
Benjamin W. Heineman, Jr. 00,000 000,000 Douglas A. Warner III 0,000/7/ 0,000
Henry H. Henley, Jr. 0,000 00,000 John F. Welch, Jr. 000,000/8/ 0,000,000
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Common stock holdings of all directors and executive officers as a group were 000,000 /9/
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<FN>
NOTES:
1 No director or executive officer owns more than one-tenth of
one percent of the total outstanding shares, nor do all directors and
executive officers as a group own more than one percent of the total
outstanding shares. This column lists voting securities, including
restricted stock held by executive officers over which the officers have
voting power but no investment power. Otherwise, each director or
officer has sole voting and investment power over the shares reported,
except as noted. This column also includes 0,000 shares for Mr.
Calloway, 0,000 shares for Mr. Cathcart, 0,000 shares for Mr. Fouraker,
000 shares for Messrs. Gonzalez and Warner, and 0,000 shares for each
other director, except Messrs. Fresco and Welch, which may be acquired
by such director pursuant to Stock Options that will become exercisable
within 00 days.
2 This column shows the individual's total stock-based holdings,
including the voting securities shown in the "Stock" column (as
described in footnote 1), plus non-voting securities, including, as
appropriate, the individual's holdings of stock appreciation rights,
restricted stock units, deferred compensation accounted for as units of
GE stock, and Stock Options that will not become exercisable within 60
days.
3 Includes 0,000 shares over which Mr. Cathcart has shared voting
and investment power.
4 Includes 000 shares over which Mr. Doyle has shared voting and
investment power but as to which he disclaims any other beneficial
interest.
5 Includes 0,000 shares over which Mr. Fouraker has shared voting
and investment power but as to which he disclaims any other beneficial
interest.
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11
<PAGE>
NOTES (CONTINUED):
6 Includes 0,000 shares over which General Jones has shared
voting and investment
power but as to which he disclaims any other beneficial interest.
7 Includes 000 shares over which Mr. Warner has shared voting and
investment power but as to which he disclaims any other beneficial
interest.
8 Includes 00,000 shares over which Mr. Welch has shared voting
and investment power but as to which he disclaims any other beneficial
interest.
9 Includes 000,000 shares over which there are shared voting
and/or investment powers.
</TABLE>
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* BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held nine meetings during 1993. The average
attendance by directors at these meetings was 98%, and all nominees
attended more than 98% of the Board and Committee meetings they were
scheduled to attend.
Among the committees of the Board of Directors are a Nominating
Committee, a Management Development and Compensation Committee, and an
Audit Committee.
Members of the Nominating Committee are Directors Atwater
(Chairman), Calloway, Cathcart, Henley, Michelson and Sigler. This
committee's responsibilities include the selection of potential
candidates for director and the recommendation of candidates to the
Board. It also makes recommendations to the Board concerning the
structure and membership of the other Board Committees. The Nominating
Committee held three meetings during 1993. This committee will consider
share owner recommendations for director sent to the Nominating
Committee, c/o Benjamin W. Heineman, Jr., Secretary, General Electric
Company, Fairfield, Conn. 06431.
Members of the Management Development and Compensation Committee
are Directors Cathcart (Chairman), Henley, Jones, Michelson and Rhodes.
This committee has two primary responsibilities: (1) to monitor the
Company's management resources, structure, succession planning,
development and selection process and the performance of key executives;
and (2) to review and approve executive compensation and changes. It
also serves as the committee administering the GE 1990 Long-Term
Incentive Plan and the Incentive Compensation Plan. This committee met
nine times during 1993.
Members of the Audit Committee are Directors Michelson (Chairman),
Atwater, Cathcart, Fouraker, Preiskel and Rhodes. This committee is
primarily concerned with the effectiveness of the audits of GE by its
internal audit staff and by the independent auditors. Its duties
include: (1) recommending the selection of independent auditors; (2)
reviewing the scope of the audit to be conducted by them, as well as the
results of their audit; (3) reviewing the organization and scope of GE's
internal system of audit and financial controls; (4) appraising GE's
financial reporting activities (including its Proxy Statement and Annual
Report) and the accounting standards and principles followed; and (5)
examining other reviews relating to compliance by employees with
important GE policies. There were four meetings of the Audit Committee
during 1993.
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12
<PAGE>
Directors (other than those who are GE employees) are paid an
annual retainer of $50,000 plus a fee of $1,400 for each Board meeting
and for each Board Committee meeting attended. Non-employee directors
are also paid a travel allowance for attendance at Board meetings.
A director may make an irrevocable election each year to defer all
or a portion of annual retainer and fees. At the director's option, his
or her account is credited with units accounted for as GE common stock
or the dollar amount of the deferral. Accounts are also credited with
common stock dividend equivalents or interest equivalents based on the
yield for long-term U.S. government bonds. Participants will receive
payments from their account in cash, in either a lump sum or annual
installments, after termination of Board service.
Any non-employee director who has served as a director for at
least five years, is 65 years of age or older, and retires directly from
the Board is eligible to elect to receive: (1) an annual retirement
benefit for the lives of the director and eligible surviving spouse in
the amount of the retainer fee in effect at retirement; or (2) in lieu
thereof, a life insurance benefit in the amount of $450,000. The Board
has decided that no director shall stand for re-election after his or
her 73rd birthday.
GE also provides each director (other than those who are GE
employees) with group life and accidental death insurance in the
aggregate amount of $150,000. The annual cost of this insurance is
estimated to be a total of $61,600. No present director or nominee is
eligible to participate in GE's Incentive Compensation Plan, employee
stock option plans or in any pension plans of GE or its subsidiaries,
except for Messrs. Fresco and Welch.
All the directors, except for Messrs. Fresco and Welch, are
eligible to participate in the 1989 Stock Option Plan for Non-Employee
Directors. The Plan automatically provides yearly grants of options
(with each grant becoming exercisable in four equal annual installments)
to each director who is serving on the Board at the time of such grant
and who is not also an employee of GE or any of its affiliates. Each
annual grant permits the holder to purchase from GE up to 1,500 shares
of GE's common stock (subject to adjustment as provided in the Plan) at
the fair market value of such shares on the date the option was granted.
Payment to GE may be in cash, GE common stock or a combination thereof.
Annual grants are made on the last day of trading of GE stock in each
January through 1996. The options expire ten years after the date they
were granted or at such earlier date as may be provided by the Plan
provisions upon retirement, disability, death or other termination of
service. The Plan is administered by a committee of employee directors,
none of whom are eligible to receive awards under the Plan. In 1993,
each participating director received a grant of options on 1,500 shares
at an exercise price of $86.125.
GE has had directors' and officers' liability insurance in effect
since 1968. National Union Fire Insurance Company, Aetna Casualty and
Surety Company, and Federal Insurance Company are the principal
underwriters. GE also has fiduciary liability insurance covering
fiduciaries of GE's employee benefit
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13
<PAGE>
plans. National Union Fire Insurance Company, Federal Insurance Company,
and Aetna Casualty and Surety Company are the principal underwriters.
The directors' and officers' liability insurance covers directors,
officers and certain managers of GE and its subsidiaries. The fiduciary
liability insurance covers, among others, directors, officers and
employees who may be fiduciaries of any of GE's employee benefit plans.
The current term of the policies will be until September 00, 1994, for
the directors' and officers' liability insurance and May 00, 1994, for
the fiduciary liability insurance. The total annual premium is
approximately $0,000,000.
As part of the Company's overall support for charitable
institutions, and in order to preserve its ability to attract directors
with outstanding experience and ability, the Company maintains a plan
which permits each director to recommend up to five charitable
organizations that would share in a $1 million contribution to be made
by the Company upon the director's retirement. The Company's payment of
the contributions will ultimately be recovered from life insurance
policies that the Company maintains on the directors for this purpose.
The directors will not receive any financial benefit from this program
since the insurance proceeds and charitable deductions accrue solely to
the Company. The overall program will not result in a material cost to
the Company.
The directors (other than Messrs. Atwater, Calloway, Fresco,
Gonzalez, Jones and Warner) are defendants in a civil suit purportedly
brought on behalf of the Company as a share owner derivative action (the
Stern action) in the U.S. District Court in New York City in 1986. The
complaint relates to the Non-Partisan Political Support Committee For
General Electric Company Employees (PAC) and alleges that it was a waste
of corporate assets to provide Company funds to establish and operate
the PAC for GE employees because the PAC is allegedly used to attempt to
buy favor and influence with incumbent members of Congress and because
solicitation and administration costs were allegedly excessive. The
complaint includes allegations of bad faith, fraud, negligence and
breach of fiduciary duty under state law, and seeks compensatory damages
and equitable relief. On November 16, 1993, the Court granted summary
judgment for all defendants on all claims. Plaintiff has appealed, and
that appeal is pending. The defendants believe the appeal is without
merit. In related proceedings, the Federal Elections Commission and two
federal courts held that the political contributions made by the PAC
were lawful and proper under federal election law.
The directors (other than Messrs. Calloway, Gonzalez and Warner)
and certain officers are defendants in a civil suit purportedly brought
on behalf of the Company as a share owner derivative action (the McNeil
action) in New York State Supreme Court in 1991. The suit alleges the
Company was negligent and engaged in fraud in connection with the design
and construction of containment systems for nuclear power plants and
contends that, as a result, GE has incurred significant financial
liabilities and is potentially exposed to additional
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14
<PAGE>
liabilities from claims brought by the Company's customers. The suit
alleges breach of fiduciary duty by the directors and seeks unspecified
compensatory damages and other relief. The defendants believe these
claims are without merit and are defending the suit.
The directors (other than Messrs. Gonzalez and Warner), certain
former directors, a former officer, and a former employee of the Company
are defendants in a civil suit purportedly brought on behalf of the
Company as a share owner derivative action (the Benfield action) in U.S.
District Court in Cincinnati, Ohio, in 1992. The suit seeks compensatory
damages and equitable relief arising out of the alleged failure of the
director-defendants to prevent government contract fraud. Plaintiff's
claims relate primarily to the fact that, in July 1992, the Company pled
guilty to four federal felony counts and settled a related federal False
Claims Act civil suit, all of which were related to diversions of U.S.
military aid funds in connection with the Company's sale of military
aircraft engines to Israel. The Company paid a fine of $9.5 million and
simultaneously agreed to pay $59.5 million to settle the False Claims
Act civil suit. On December 3, 1993, the court approved a settlement of
the derivative action. Under the terms of the settlement, the Company
will receive a payment of $19.5 million from an insurance policy it
maintains to cover officers' liability, less plaintiff's counsel fees
and expenses awarded by the court. The defendants have denied all
allegations of wrongdoing, and all parties to the action have agreed
that the settlement is premised upon the litigation risks associated
with the claims that a single former officer non-willfully failed to
implement effectively the Company's compliance policies and procedures.
In agreeing to resolve this matter, plaintiff did not contest the
director-defendants' position that they had lawfully discharged their
duties to GE and that the Company, at all relevant times, has had in
existence detailed plans and procedures designed to promote and enforce
compliance with relevant laws. One share owner has appealed the District
Court's order approving the settlement. The defendants believe the
appeal is without merit.
----
15
<PAGE>
* CERTAIN TRANSACTIONS
Since January 1, 1993, GE and its subsidiaries have had purchase, sale,
lease, finance, insurance and other transactions in the normal course of
business with companies or organizations (including their affiliates)
with which some of GE's directors are associated. To the best of GE's
knowledge, transactions with each company or organization of which any
GE director or nominee serves as a director or an executive officer, or
owns in excess of a 10% equity interest, did not result in aggregate
payments to GE and its subsidiaries by any such company or organization,
or aggregate payments by GE and its subsidiaries to any such company or
organization, in excess of 5% of the 1993 consolidated gross revenues of
GE or, in excess of 5% of the consolidated gross revenues of any such
company or organization.
Management believes that all such transactions were on terms that
were reasonable and competitive. Additional transactions of this nature
may be expected to take place in the ordinary course of business in the
future.
In connection with the relocation of William J. Conaty, who was
promoted to the position of Senior Vice President - Human Resources in
1993, the Company provided a $000,000 loan to assist him in purchasing a
home. The loan is secured by a second mortgage on the home and is
repayable, with interest at the Company's commercial paper borrowing
rate, in five years.
- ------------------------------------------------------------------------
- ------
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
* COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
The Management Development and Compensation Committee of the Board of
Directors (Committee), consisting entirely of non-employee Directors,
approves all of the policies under which compensation is paid or awarded
to the Company's executive officers. In 1993, the Committee reviewed
but, except as noted below, did not significantly change any of the
Company's executive compensation policies or programs. Among other
things, the Committee considered the possible effects of the new tax law
that limits the deductibility by the Company of compensation in excess
of $1 million paid to the Company's five most highly compensated
executive officers. The Committee established an annual performance goal
for future payments of annual bonuses and awards of restricted stock
units (RSUs) to the Company's executive officers under existing share-
owner-approved plans in order to preserve the Company's tax deductions
for such payments and awards.
The Company's compensation program for executive officers
currently consists of the following key elements: annual payments of
salary and bonuses; annual grants of stock appreciation rights (SARs);
and periodic grants of RSUs. Each element of the program has a different
purpose. Salary and bonus payments are
----
16
<PAGE>
mainly designed to reward current and past performance. SAR and RSU
awards are primarily designed to provide strong incentives for superior
long-term future performance, and the exercisability or lapsing of
restrictions on these awards is therefore conditioned upon the executive
officer's continued employment by the Company for periods of time
specified by the Committee when these awards are granted. Unexercised
SARs and RSUs for which restrictions have not lapsed are forfeited if
the executive officer leaves the Company before retirement. SARs granted
prior to 1993 become exercisable in equal annual installments over a
period of four years from the date of grant. In order to extend the
incentive for longer-term superior efforts, the Committee provided that
SARs granted in 1993 would become exercisable in two installments, the
first half after three years and the other half after five years from
the date of grant.
All SAR and RSU awards are made under the share-owner-approved GE
1990 Long Term Incentive Plan, which limits total annual awards to less
than 1% of issued shares, and are directly linked to the share owners'
interests because the value of the awards will increase or decrease
based upon the future price of the Company's stock. SARs permit the
executive officer to receive an amount of cash, before tax, equal to the
difference between the grant price of the SAR (which is equal to 100% of
the closing price of the Company's common stock on the date of grant)
and the highest closing price of the Company's common stock during a ten-
business-day period, beginning on the third business day following the
public release of the Company's quarterly summary statement of sales and
earnings, in which the SAR is exercised. The Committee awards SARs,
instead of stock options, to the Company's executive officers to provide
them with long-term performance-based cash incentives equivalent to
those provided by stock options, and to minimize the risk of frivolous
securities litigation which could arise from the use of stock options
for this group.
In determining the amount and form of executive compensation to be
paid or awarded in 1993, the Committee considered the Company's overall
performance over a period of years - and its future objectives and
challenges - rather than a guideline or formula based on any particular
performance measure in a single year. Within this framework, the
Committee considered, among other things, the following performance
factors in making its compensation decisions for 1993: continued
increases in the Company's ongoing earnings per share and productivity
in a period of slow growth and intensified competition; continued
improvements in the Company's global competitive position through a
number of strategic alliances in high-growth areas; continued efforts to
improve the Company's work force diversity; implementation of programs
that reduced inventories and improved working capital turnover and cash
flow; acceleration in the introduction of new products, such as
ultrasound and AC locomotives; and continued development of the Work-Out
process. The Committee's decisions concerning the compensation of
individual executive officers, including the Chief Executive Officer,
for 1993 were made in the context of historical practice and the current
competitive environment. The Committee compared the compensation
practices and performances of other major
----
17
<PAGE>
corporations, including the companies in the Dow Jones Industrial
Average, which are most likely to compete with the Company for the
services of executive officers. The Committee considered it appropriate,
and in the best interest of the Company and the share owners, to set the
level of the Company's executive compensation payments and awards above
the average of companies in the comparison group to enable the Company
to continue to attract and retain the level of executive talent that
will sustain the Company's long-term superior performance as shown on
the performance graphs on pages 24 and 25.
* BROAD-BASED EMPLOYEE STOCK OPTION PLAN
In addition to granting 971,000 SARs (10% of the total number of SARs
and stock options awarded in 1993) to the Company's 23 executive
officers under the programs described above, the Committee also granted
almost 8.8 million stock options (90% of the total) to over 10,000 other
GE employees under the Company's broad-based stock option program. This
broad-based program was initiated in 1989 and is a vital element of the
Company's drive to empower and motivate outstanding long-term
contributions by the high-performing employees who will lead GE into the
21st century. It is designed to create in the Company the
entrepreneurial environment and spirit of a small company and to provide
broad incentives for the day-to-day achievements of these employees in
order to sustain and enhance GE's long-term performance. The performance
of these individuals, for example, has contributed to the Company's
total cost productivity, which, despite a weak global economy and a
significant drop in Aircraft Engine volume due to industry conditions,
has averaged 4% in 1992 and 1993. Currently, there are more than 15,000
employees below the executive officer level who have been awarded one or
more stock option grants under this broad-based program.
* BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION
In 1993, Mr. Welch received total cash payments of $0,000,000 in salary
and bonus (as shown in the Summary Compensation Table on page 20),
keeping him among the highest-paid CEOs in terms of current salary and
bonus. The Committee continued to consider this level of payment
appropriate in light of Mr. Welch's leadership of one of the world's top
companies in terms of earnings, balance sheet, share owner value and
management processes. Mr. Welch's total cash compensation was also based
on his contributions to the overall long-term strategy and financial
strength of the Company.
As also shown in the Summary Compensation Table, Mr. Welch was
granted 000,000 SARs in 1993, half of which become exercisable in 1996,
and half in 1998. These SARs will have no value at all if GE's stock
price is below $96.625 per share, the price of the stock on the date the
SARs were granted. These awards would also be forfeited if Mr. Welch
were to leave the Company for reasons other than retirement before they
become exercisable. The primary
----
18
<PAGE>
purpose of such long-term contingent awards is to provide a strong
incentive for Mr. Welch to continue to serve the share owners by
remaining CEO of the Company and to increase the value of the Company
during the remainder of his employment.
The key performance measure the Committee used in determining Mr.
Welch's 1993 compensation continued to be its assessment of his ability
and dedication to enhance the long-term value of the Company by
continuing to provide the leadership and vision that he has provided
throughout his tenure as CEO, during which GE's market value has
increased by more than $75 billion. This performance is further
highlighted on the Thirteen-Year Performance Graph on page 25, which
covers Mr. Welch's tenure as CEO and compares GE's stock performance
with the stock performance of other companies as measured by broad
indices.
* COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Management Development and Compensation Committee is comprised of
the following outside directors: Silas S. Cathcart (Chairman), Henry H.
Henley, David C. Jones, Gertrude G. Michelson, and Frank H. T. Rhodes.
Mr. Cathcart was reappointed to the Committee in 1992 and became
Chairman in 1993. He served as a member of the Committee from 1977 to
1987, and as a director of the Company since 1972, except for the period
during 1987 to 1989 when he served as Chairman and CEO of Kidder,
Peabody Group, Inc., a subsidiary of the Company.
*****
The foregoing report on executive compensation is provided by the
following outside directors, who comprised the Management Development
and Compensation Committee during 1993:
Silas S. Cathcart (Chairman) Gertrude G. Michelson
Henry H. Henley Frank H. T. Rhodes
David C. Jones
----
19
<PAGE>
- ------------------------------------------------------------------------------
- --
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
- ------------------------------------------------------------------------------------------------------------------
- ----
OTHER TOTAL
ANNUAL ANNUAL
NAME AND COMPEN- COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION 3 SATION
- ---------------------------------------------------------------------------------------------------------------------
- ----
<S> <C> <C> <C> <C> <C>
JOHN F. WELCH, JR. 1993 $0,000,000 $0,000,000 $00,000 $0,000,000
Chairman Of The Board and 1992 1,600,000 1,900,000 - 3,500,000
Chief Executive Officer 1991 1,468,750 1,685,000 - 3,153,750
PAOLO FRESCO 1993 $000,000 $000,000 - $0,000,000
Vice Chairman of the Board 1992 653,333 650,000 - 1,303,333
and Executive Officer 1991 488,333 375,000 - 863,333
BRIAN H. ROWE 1993 $000,000 $000,000 - $0,000,000
Chairman, 1992 747,917 560,000 - 1,307,917
Ge Aircraft Engines 1991 651,667 540,000 - 1,191,667
FRANK P. DOYLE 1993 $000,000 $000,000 $68,815 $0,000,000
Executive Vice President 1992 554,167 475,000 - 1,029,167
1991 480,833 365,000 - 845,833
BENJAMIN W. HEINEMAN, JR. 1993 $000,000 $000,000 - $0,000,000
Senior Vice President, 1992 656,667 500,000 - 1,156,667
General Counsel and Secretary 1991 581,250 450,000 - 1,031,250
- ---------------------------------------------------------------------------------------------------------------------
- ----
<FN>
NOTES:
1 The Committee periodically grants restricted stock or
restricted stock units (RSUs) to senior officers of the Company, but
made no such grants in 1993 to any of the executives listed in this
table. However, the aggregate holdings/value of restricted stock and
RSUs from prior years held on December 31, 1993, by the individuals
listed in this table, are: Mr. Welch, 240,000 shares or
units/$25,170,000; Mr. Fresco, 69,000 shares or units/$7,236,375; Mr.
Rowe, 34,500 shares or units/$3,618,188; and Mr. Heineman, 51,000 shares
or units/$5,348,625. The restrictions on these units lapse on a
scheduled basis over the executive officer's career, or upon death, with
the restrictions on 25% of the units scheduled to lapse three and seven
years after the date of grant, and the restrictions on the remaining
50% scheduled to lapse at retirement. Regular quarterly dividends or
dividend equivalents are paid on restricted stock and RSUs held by these
individuals.
2 This column includes the aggregate incremental cost to the
Company of providing various perquisites and personal benefits,
including financial planning services for Mr. Welch ($00,000 for 1993
services) and Mr. Doyle ($00,000 for 1992 and 1993 services).
3 These amounts represent Company payments of 31/2% of eligible
pay made in connection with the Company's Savings and Security Program.
</TABLE>
----
20
<PAGE>
- ------------------------------------------------------------------------------
- --
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION 1 ALL OTHER COMPENSATION
- ---------------------------------------------------------------------------------------
PAYMENTS VALUE OF
NUMBER RELATION TO EARNINGS ON SUPPLEMEN-
OF STOCK EMPLOYEE DEFERRED TAL LIFE TOTAL ALL
APPRECI- SAVINGS COMPEN- INSURANCE OTHER COM-
ATION RIGHTS PLAN 3 SATION 4 PREMIUMS 5 PENSATION
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
000,000 $00,000 $00,000 $00,000 $000,000
150,000 85,461 59,108 75,223 219,792
140,000
000,000 $00,000 $00,000 $00,000 $000,000 /6/
70,000 28,961 18,466 24,541 94,008 /6/
28,000
00,000 $00,000 $00,000 $00,000 $00,000
55,000 35,661 9,112 31,401 76,174
30,000
00,000 $00,000 $00,000 $00,000 $00,000
65,000 25,761 21,863 4,163 51,787
22,000
00,000 $00,000 $00,000 $00,000 $00,000
27,000 30,811 7,426 5,334 43,571
25,000
- ---------------------------------------------------------------------------------------
<FN>
NOTES (CONTINUED):
4 This compensation represents the difference between the 14%
interest credited by the Company on salary deferred by the executive
officers in 1987 and 1991, and market interest rates determined
pursuant to SEC rules. The executive officers must remain employed by
the Company for at least four years following the deferral in order to
obtain the 14% interest rate.
5 This column sets forth the increases in the policy cash
values attributable to the Company's portion of insurance premium
payments for supplemental life insurance. GE will recover all premiums
paid by it, generally upon the latter of ten years after purchase of
the policy or when the insured executive reaches age 60.
6 These figures include amounts which represent customary
payments made to employees who are temporarily located outside their
home country. The net payments to Mr. Fresco amounted to $22,040 in
1992 and $000,000 in 1993.
----
21
<PAGE>
- ------------------------------------------------------------------------
- -----
STOCK APPRECIATION RIGHTS AND STOCK OPTIONS
As discussed in the Compensation Committee Report on pages 16 to 19,
stock appreciation rights (SARs) and stock options are granted as an
incentive for superior performance leading to increased share owner
value. The relationship between the potential gains in share owner value
and the SARs and stock options granted to employees in 1993 is
illustrated in the examples set forth in the first table on the opposite
page.
That table shows, among other data, hypothetical potential gains
from SARs and stock options granted in 1993, and the corresponding
potential gains in total share owner value. These hypothetical gains are
based entirely on assumed annual growth rates of 5% and 10% in the value
of the Company's stock price over the ten-year life of the SARs and
stock options granted in 1993 (which would equal a total increase in
stock price of 63% and 159%, respectively). These assumed rates of
growth were selected by the Securities and Exchange Commission for
illustration purposes only, and are not intended to predict future stock
prices, which will depend upon market conditions and the Company's
future performance and prospects. The SARs granted to Mr. Welch in 1993,
for example, would produce the pre-tax gain of $00,000,000 shown in the
table only if the Company's stock price rises to over $250 per share
before Mr. Welch exercises the SARs. Based on the number of shares
outstanding at the end of 1993, such an increase in the Company's stock
price would produce a corresponding aggregate pre-tax gain of over
$131,000,000,000 for the Company's share owners. In other words, Mr.
Welch's potential gain from SARs granted in 1993 would equal about two-
hundredths of one percent (i.e., 0.023%) of the potential gain to all
share owners resulting from the assumed future stock price increases.
The tables on the opposite page also provide information on SARs
granted to or exercised by the five most highly compensated executive
officers during 1993, as well as information on their SAR holdings at
the end of 1993. SARs expire ten years after the date of grant, and are
generally exercisable during quarterly ten-business-day periods
beginning on the third business day following the public release of the
Company's quarterly summary statement of sales and earnings. The
Committee has the authority to create additional exercise periods for
SARs, and did so in 1993 in order to allow additional tax-planning
flexibility by permitting exercisable SARs to be exercised during an
additional six-business-day period at the end of December.
As shown in the second table, Mr. Welch received an actual pre-tax
gain of $0,000,000 from SARs exercised in 1993. This entire gain was
based upon increases in GE's stock price between the date of grant and
the date of exercise of these SARs.
----
22
<PAGE>
</TABLE>
<TABLE>
- ------------------------------------------------------------------------
- ------
STOCK APPRECIATION RIGHTS AND
STOCK OPTIONS GRANTED N 1993
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR TEN-YEAR GRANT TERM
- ---------------------------------------------------------------------------------------------------------------------------------
NUMBER % OF TOTAL
OF OPTIONS/ EXERCISE AT 1% AT 5% AT 10%
OPTIONS/ SARS GRANT- OR BASE EXPIRA- ANNUAL ANNUAL ANNUAL
NAME OF SARS ED TO ALL PRICE PER TION GROWTH GROWTH GROWTH
EXECUTIVE/GROUP GRANTED EMPLOYEES SHARE DATE RATE RATE RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JOHN F. WELCH, JR. 000,000 2.0% $96.625 9/10/03 0 $00,000,000 $00,000,000
PAOLO FRESCO 000,000 1.0% $96.625 9/10/03 0 $0,000,000 $00,000,000
BRIAN H. ROWE 00,000 0.3% $96.625 9/10/03 0 $0,000,000 $0,000,000
FRANK P. DOYLE 00,000 0.5% $96.625 9/10/03 0 $0,000,000 $0,000,000
BENJAMIN W. HEINEMAN, JR. 00,000 0.3% $96.625 9/10/03 0 $0,000,000 $0,000,000
00,000 0.1% $92.500 4/27/03 0 $000,000 $0,000,000
- -------------------------
ALL SHARE OWNERS NA NA NA NA 0 $51,961,755,850 /2/ $131,146,452,300 /2/
ALL OPTIONEES 9,861,550 100% $92.32 /1/ 0 $573,547,748 $1,447,576,925
- % OF TOTAL SHARE NA NA NA NA NA 1.1% 1.1%
OWNERS'S VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
- -
<FN>
1 Options expire on various dates during the year 2003. Exercise
price shown is an average of all grants.
2 Based on the number of shares outstanding at December 31, 1993.
</TABLE>
<TABLE>
- ------------------------------------------------------------------------
- ------
AGGREGATED STOCK APPRECIATION RIGHTS EXERCISED
IN 1993 AND DECEMBER 31, 1993, SAR VALUE
<CAPTION>
EXERCISED IN 1993 UNEXERCISED AT DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------
NUMBER OF SARS VALUE OF SARS 1
------------------- -------------------
NAME OF NUMBER $ VALUE UNEXER- UNEXER-
EXECUTIVE OF SARS REALIZED EXERCISABLE CISABLE EXERCISABLE CISABLE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN F. WELCH, JR. 00,000 $0,000,000 000,000 000,000 $00,000,000 $0,000,000
PAOLO FRESCO - - 00,000 000,000 $0,000,000 $0,000,000
BRIAN H. ROWE 00,000 $0,000,000 00,000 00,000 $0,000,000 $0,000,000
FRANK P. DOYLE - - 00,000 000,000 $0,000,000 $0,000,000
BENJAMIN W. HEINEMAN, JR. - - 00,000 00,000 $0,000,000 $0,000,000
- ------------------------------------------------------------------------------------------------------------------
<FN>
1 These values are based upon the difference between the grant
prices of all SARs awarded in 1993 and prior years and the December 31,
1993, closing price for the Company's stock of $104.875 per share.
</TABLE>
----
23
<PAGE>
- ------------------------------------------------------------------------
- ------
FIVE-YEAR PERFORMANCE GRAPH: 1988 - 1993
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG GE, S&P 500, DOW
JONES INDUSTRIAL AVERAGE (DJIA) AND S&P ELECTRICAL EQUIPMENT GROUP
The annual changes for the five- and thirteen-year periods shown in the
graphs on this and the facing page are based on the assumption that $100
had been invested in GE stock and each index on December 31st of 1988
(as required by SEC rules) and 1980, respectively, and that all
quarterly dividends were reinvested at the average of the closing stock
prices at the beginning and end of the quarter. The total cumulative
dollar returns shown on the graphs represent the value that such
investments would have had on December 31, 1993.
- ------------------------------------------------------------------------
- ------
<TABLE>
<CAPTION>
S&P
GE Elec. DJIA S&P 500
--- ----- ---- -------
<S> <C> <C> <C> <C>
1988 $100 $100 $100 $100
1989 150 141 132 132
1990 137 130 132 128
1991 188 172 164 167
1992 216 188 176 179
1993 273 227 205 197
</TABLE>
----
24
<PAGE>
- ------------------------------------------------------------------------
- ------
THIRTEEN-YEAR PERFORMANCE GRAPH: 1980 - 1993
COMPARISON OF THIRTEEN-YEAR CUMULATIVE TOTAL RETURN AMONG GE, S&P 500,
DOW JONES INDUSTRIAL AVERAGE (DJIA) AND S&P ELECTRICAL EQUIPMENT GROUP
The graph below shows the cumulative total return to GE share owners
since December 31, 1980, shortly before Mr. Welch became GE's Chairman
and Chief Executive Officer in April 1981, compared with the same
indices shown on the previous graph, thus illustrating the relative
performance of the Company during his tenure in that position.
- ------------------------------------------------------------------------
- ------
<TABLE>
<CAPTION>
S&P
GE Elec. DJIA S&P 500
--- ----- ---- -------
<S> <C> <C> <C> <C>
1980 $100 $100 $100 $100
1981 99 114 96 95
1982 171 151 123 116
1983 219 163 155 162
1984 220 166 156 151
1985 293 217 209 198
1986 357 233 266 235
1987 375 252 280 268
1988 394 255 326 289
1989 587 359 432 380
1990 538 329 429 368
1991 739 438 534 480
1992 851 479 573 517
1993 1,073 578 670 569
</TABLE>
----
25
<PAGE>
- ------------------------------------------------------------------------
- -----
RETIREMENT BENEFITS
Employees are generally eligible to retire with unreduced benefits under
Company retirement plans at age 60 or later. The approximate annual
retirement benefits provided under Company retirement plans and Social
Security for GE employees in higher salary classifications retiring
directly from the Company at age 62 or later are shown in the table
below.
<TABLE>
- --------------------------------------------------------------------------------
ESTIMATED TOTAL ANNUAL RETIREMENT BENEFITS UNDER THE GE PENSION PLAN, THE GE
SUPPLEMENTARY PENSION PLAN, THE GE EXCESS BENEFIT PLAN AND SOCIAL SECURITY
<CAPTION>
Earnings credited for Years of service at retirement
-------------------------------------------------------------------------------------------------
retirement benefits 20 25 30 35 40
- -------------------------------------------------------------------------------------------------------------------
- ------
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 00,000 $ 000,000 $ 000,000 $ 000,000 $ 000,000
500,000 000,000 000,000 000,000 000,000 000,000
750,000 000,000 000,000 000,000 000,000 000,000
1,000,000 000,000 000,000 000,000 000,000 000,000
1,500,000 000,000 000,000 000,000 000,000 000,000
2,000,000 000,000 000,000 0,000,000 0,000,000 0,000,000
2,500,000 000,000 0,000,000 0,000,000 0,000,000 0,000,000
3,000,000 0,000,000 0,000,000 0,000,000 0,000,000 0,000,000
3,500,000 0,000,000 0,000,000 0,000,000 0,000,000 0,000,000
4,000,000 0,000,000 0,000,000 0,000,000 0,000,000 0,000,000
- --------------------------------------------------------------------------------
</TABLE>
Amounts shown as "earnings credited for retirement benefits" in
this table represent the average annual covered compensation (as
defined in the GE Supplementary Pension Plan) paid for the highest 36
consecutive months out of the last 120 months prior to retirement. For
1993, covered compensation for the executive officers named in the
table on page 20 is the same as the total of their salary and bonus
amounts shown in that table. As of February 1, 1994, those executive
officers had the following years of credited service with GE: Mr.
Welch, 33 years; Mr. Fresco, 32 years; Mr. Rowe, 37 years; Mr. Doyle,
31 years; and Mr. Heineman, 6 years.
----
26
<PAGE>
- -----------------------------------------------------------------------
- -----
APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick have been recommended by the Audit Committee of the
Board for reappointment as the Independent Auditors for the Company.
KPMG Peat Marwick were the Independent Auditors for the Company for the
year ended December 31, 1993. The Firm is a member of the SEC Practice
Section of the American Institute of Certified Public Accountants.
Subject to share owner approval, the Board of Directors has appointed
this Firm as the Company's Independent Auditors for the year 1994.
Representatives of the Firm are expected to attend the 1994
Annual Meeting. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
share owner questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL:
Resolved that the appointment by the Board of Directors of the
Firm of KPMG Peat Marwick, Stamford Square, Stamford,
Connecticut, as Independent Auditors for the Company for the year
1994 is hereby approved.
- -----------------------------------------------------------------------
- -----
PROPOSED 2-FOR-1 STOCK SPLIT AND INCREASE IN NUMBER OF AUTHORIZED
SHARES
The Board of Directors proposes that the share owners authorize the
amending of the Company's Certificate of Incorporation to increase the
number of authorized shares of common stock from 1,100,000,000 shares
with a par value of $0.63 per share to 2,200,000,000 shares with a par
value of $0.32 per share, and thereby effectuate a 2-for-1 split of the
issued and unissued shares of the Company's common stock, including
shares held by the Company or its affiliates as Treasury stock.
As of February 6, 1994, there were 926,563,918 shares of issued
common stock, of which ____________ were Treasury shares. None of the
authorized shares of Company preferred stock has been issued. Neither
the common stock nor the preferred stock provide preemptive rights to
purchase newly issued shares.
The Board believes that the proposed 2-for-1 split in the issued
common stock would result in a market price that should be more
attractive to a broader spectrum of investors and therefore should
benefit both the Company and its share owners. The Company does not
wish to have the stock split result in the creation of shares with a
par value which includes a fraction of a cent (i.e., $0.315). To avoid
this, it is proposed that the par value be $0.32 per share. The Company
will transfer approximately $4,632,820 from other capital (which is
part of the surplus account) to its stated capital account to cover the
aggregate increase in the par value of the issued stock. Otherwise, the
stock split will not result in a change in the stated capital or
surplus accounts of the Company.
----
27
<PAGE>
The increase in the authorized common shares will not affect the
present ratio of authorized but unissued stock to issued stock, thus
maintaining the same relative degree of flexibility for the Company in
meeting future stock needs. Based on figures as of_______, 1994, of the
2,200,000,000 common shares which would be authorized, 1,853,127,836
shares would be required to effectuate the 2-for-1 split of the issued
shares. In addition, as a result of the stock split, the number of
shares issuable under certain benefit and compensation programs and the
dividend reinvestment plans will also be adjusted accordingly.
No other uses of the remaining shares are planned at the present
time. Such shares could be used for general corporate purposes,
including future financings or acquisitions. Unless deemed advisable by
the Board, no further share owner authorization would be sought for the
issuance of such shares.
The split would be accomplished by mailing to each share owner of
record, as of the close of business on the effective date of the split,
certificates representing one additional share of common stock for each
present share of common stock held by the share owner on that date.
PRESENT CERTIFICATES WILL CONTINUE TO REPRESENT THE NUMBER OF
SHARES EVIDENCED THEREBY. PRESENT CERTIFICATES WILL NOT BE EXCHANGED
FOR NEW CERTIFICATES. CERTIFICATES SHOULD NOT BE RETURNED TO THE
COMPANY OR TO ITS TRANSFER AGENT.
If the proposed amendment is approved by the share owners, the
Company will apply to the New York and Boston Stock Exchanges, as well
as various foreign exchanges, upon which the Company's common stock is
listed for the continued listing of the stock on a split basis. The
split will become effective on the date on which the amendment to the
Company's Certificate of Incorporation is accepted for filing by the
Secretary of State of New York. This date is presently expected to be
April 28, 1994. Share owners of record at the close of business on that
date will be entitled to receive one additional share for each share
then held. The Company further expects to mail the certificates for
the additional shares on or about May___, 1994, or as soon thereafter
as possible.
The Company has been advised by its Tax Counsel that, under U.S.
federal income tax laws: the receipt of additional shares of common
stock in the stock split will not constitute taxable income to the
share owners; the cost or other tax basis to a share owner of each old
share held immediately prior to the split will be divided equally
between the corresponding two shares held immediately after the split;
and the holding period for each of the two shares will include the
period for which the corresponding old share was held. The laws of
jurisdictions other than the United States may impose income taxes on
the receipt by a share owner of additional shares of common stock
resulting from the split; share owners are urged to consult their tax
advisor.
Assuming transactions of an equivalent dollar amount, brokerage
commissions on purchases and sales of the common stock after the split
and transfer
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28
<PAGE>
taxes, if any, may be somewhat higher than before the split, depending
on the specific number of shares involved.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL:
Resolved that the Company's Certificate of Incorporation, as
heretofore amended, is hereby authorized to be further amended
by:
Amending Section 3.A thereof to read in its entirety as follows:
"A. General Authorization
The aggregate number of shares which the corporation is
authorized to issue is 2,250,000,000 shares, consisting of: (1)
2,200,000,000 shares of common stock having a par value of $0.32
per share; and (2) 50,000,000 shares of preferred stock having a
par value of $1 per share."; and
providing that the shares of the Company's common stock, par
value $0.63 per share, both issued and unissued, be split on a
two-for-one basis as of the effective date of the aforesaid
amendment of Section 3.A, but so that the par value of the split
shares is $0.32 per share.
----
29
<PAGE>
- -----------------------------------------------------------------------
- -----
SHARE OWNER PROPOSALS
Some of the following share owner proposals contain assertions about GE
which, in the judgment of the Board, are incorrect. Rather than
refuting all these inaccuracies, however, your Board has recommended a
vote against these proposals for broader policy reasons as set forth
following each proposal. Share holdings of the various share owner
proponents and, where applicable, names and addresses of filers and co-
filers, will be supplied upon oral or written request to GE.
* SHARE OWNER PROPOSAL NO. 1
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue N.W.,
Suite 215, Washington, D.C. 20037, has notified GE that she intends to
present the following proposal at this year's meeting:
"Resolved: That the stockholders of General Electric assembled in
Annual Meeting in person and by proxy, hereby recommend that the
Corporation affirm its political non-partisanship. To this end the
following practices are to be avoided:
(a) The handing of contribution cards of a single political party
to an employee by a supervisor.
(b) Requesting an employee to send a political contribution to an
individual in the Corporation for a subsequent delivery as part
of a group of contributions to a political party or fund raising
committee.
(c) Requesting an employee to issue personal checks blank as to
payee for subsequent forwarding to a political party, committee
or candidate.
(d) Using supervisory meetings to announce that contribution
cards of one party are available and that anyone desiring cards
of a different party will be supplied one on request to his
supervisor.
(e) Placing a preponderance of contribution cards of one party at
mail station locations.
Reasons: "The Corporation must deal with a great number of
governmental units, commissions and agencies. It should maintain
scrupulous political neutrality to avoid embarrassing entanglements
detrimental to its business. Above all, it must avoid the appearance of
coercion in encouraging its employees to make political contributions
against their personal inclinations. The Troy (Ohio) News has condemned
partisan solicitation for political purposes by managers in a local
company (not GE).
"Last year, the owners of 36,251,144 shares, representing
approximately 5.9% of shares voting, voted FOR this proposal.
"If you agree, please mark your proxy for this resolution."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
----
30
<PAGE>
GE is firmly committed to the right of its employees, as individual
citizens, to participate or refrain from participation in the political
process as they see fit, regardless of party affiliation or political
persuasion. Also, like all corporations, GE is subject to laws and
regulations controlling the financing of political election campaigns,
and is committed to full compliance with those laws and regulations.
Accordingly, the Board believes it would serve no purpose for the
Company to adopt the proposed resolution. Therefore, your Board
recommends a vote against the proposal.
* SHARE OWNER PROPOSAL NO. 2
GE Stockholders' Alliance, P.O. Box 22753, St. Petersburg, FL 33742-
2753, and other filers have notified GE that they intend to present the
following proposal at this year's meeting:
"Whereas national security needs call for a down-sizing of
military activity and stockpiling;
"Whereas the enormous federal deficit (caused in great part by
excessive military spending) requires substantial cut-backs in military
spending. Growing state and local budget deficits (caused by federal
cuts in aid to the states) reflect non-productive military
expenditures;
"Whereas export of military equipment must be curtailed;
"Whereas the decaying infrastructure (highways, railroads,
bridges, water & gas pipelines, and water purification systems),
resulting from cuts in federal allocations (because of military
spending), is threatening public welfare;
"Whereas domestic and social programs sustained continual federal
cuts (in favor of military expenditures) causing decline in health
care, education, job training and affordable housing, contributing to
loss of morale and increases in drug and crime problems;
"Whereas many communities and state governments are establishing
commissions to study and plan for the orderly conversion of closing
military bases and de-funded military manufacturing facilities to
provide productive employment in socially useful, environmentally
sustainable occupations;
"Whereas many GE employees are being laid off because of reduced
military contracts; and
"Whereas GE is the 3rd largest weapons contractor and therefore
has already been and will be highly affected by future military cuts:
"Therefore be it resolved that the stockholders request
management to establish a policy such that economic conversion be part
of the business plans for each plant site with a military contract."
Supporting Statement: "Human experience demonstrates ultimate
national security is based on a just and healthy economy, not military
strength. There is a clear correlation between the economic and social
decay in our country and excessive military expenditures.
"Since there is no adversary on the horizon against which further
escalation
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31
<PAGE>
of military equipment could be considered necessary, there is an urgent
and immediate need to plan useful employment of workers presently in
those military industries, as those contracts expire.
"Westinghouse and other top military contractors are involved in
conversion planning. There is much that GE could and should do to
create an orderly economic conversion. The resolution proponents
recommend that the policy include:
(1) a mandatory alternate-use planning committee at each GE plant
site with a military contract;
(2) the committee work cooperatively with unions or labor
representatives at each GE plant site;
(3) a working relationship with community and/or state agencies
specializing in conversion planning at each GE plant site with a
military contract; and
(4) a plan such that the Company influence federal policy to
provide incentives for corporate conversion.
"By taking leadership in economic conversion, GE would become the
catalyst for halting the deepening recession. GE can be #1 in creating
vital local economies by utilizing highly trained professionals and
employees in retraining programs for useful, environmentally
sustainable consumer products for GE's markets at home and worldwide."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE's business strategy is to be a competitive leader in each of the
markets it chooses to serve. The mix of GE businesses and the
allocation of resources among them is constantly changing, driven by
corporate strategy and shifting market demands.
In April 1993, for example, GE and Martin Marietta Corporation
completed a transaction in which GE's aerospace and defense
electronics businesses were transferred to Martin Marietta. This
business decision was based on the environment in the defense
industry, which continues to undergo a necessary consolidation due,
in large part, to governmental decisions to reduce defense
procurement.
Similarly, the future use of facilities taken out of service by any
GE business must be addressed on a case-by-case basis within the
existing business climate.
Because operating managers in all of GE's businesses are already
responsible for planning for the contingency of changing conditions,
including declining demand in the markets they serve, your Board
recommends a vote against the proposal.
* SHARE OWNER PROPOSAL NO. 3
The Missionary Oblates of Mary Immaculate, 159 Moore Street, Lowell, MA
01852, and other filers have notified GE that they intend to submit the
following proposal at this year's meeting:
"Whereas we believe:
"The responsible implementation of sound environmental policy
increases long-term shareholder value by increasing efficiency,
decreasing clean-up costs, reducing litigation, and enhancing public
image and product attractiveness;
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32
<PAGE>
"Adherence to public standards for environmental performance gives
a company greater public credibility than is achieved by following
standards created by industry alone. In order to maximize public
credibility and usefulness, such standards also need to reflect what
investors and other stakeholders want to know about the environmental
records of their companies;
"Standardized environmental reports will provide shareholders with
useful information which allows comparisons of performance against
uniform standards and comparisons of progress over time. Companies can
also attract new capital from investors seeking investments that are
environmentally responsible, responsive, progressive, and which minimize
the risk of environmental liability.
"And whereas:
"The Coalition for Environmentally Responsible Economies (CERES) -
which comprises large institutional investors with $150 billion in
stockholdings (including shareholders of this Company), public interest
representatives, and environmental experts - consulted with dozens of
corporations and produced comprehensive public standards for both
environmental performance and reporting. Over 50 companies have endorsed
the CERES Principles - including the Sun Company, a Fortune 500 company
- - to demonstrate their commitment to public environmental
accountability.
"In endorsing the CERES Principles, a company commits to work
toward:
<TABLE>
<S> <S>
1. Protection of the biosphere 6. Safe products and services
2. Sustainable use of natural resources 7. Environmental restoration
3. Waste reduction and disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
</TABLE>
"The full text of the CERES Principles and the accompanying CERES
Report Form are available from CERES, 711 Atlantic Avenue, Boston, MA
02110, telephone: (617) 451-0927.
"Concerned investors are asking the Company to be publicly
accountable for its environmental impact, including collaboration with
this corporate, environmental, investor, and community coalition to
develop (a) standards for environmental performance and disclosure; (b)
appropriate goals relative to these standards; (c) evaluation methods
and tools for measurement of progress toward these goals; and (d) a
format for public reporting of this progress.
"We believe this request is consistent with regulation adopted by
the European Community for companies' voluntary participation in
verified and publicly-reported eco-management and auditing.
"Resolved: Shareholders request the Company to endorse the CERES
Principles as a commitment to be publicly accountable for its
environmental impact.
"Supporting Statement: "We invite the Company to endorse the CERES
Principles by (1) stating its endorsement in a letter signed by a senior
officer;
----
33
<PAGE>
(2) committing to implement the Principles; and (3) annually completing
the CERES Report. Endorsing these Principles complements rather than
supplants internal corporate environmental policies and procedures.
"We believe that without this public scrutiny, corporate
environmental policies and reports lack the critical component of
adherence to standards set not only by management but also by other
stakeholders. Shareholders are asked to support this resolution, to
encourage our Company to demonstrate environmental leadership and
accountability for its environmental impact."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE has undertaken substantial efforts to remediate past waste, to
comply with current standards of environmental protection and to
prevent future environmental harm.
Moreover, environmental regulation is pervasive and extensive. GE is
accountable to many units and levels of government, both in the
United States and in other nations, for sound environmental
practices.
Under these circumstances - a substantial Company program and the
requirement to comply with extensive regulation from localities,
states, the federal government and other nations - your Board does
not believe that adoption of another set of principles, however well-
intentioned, would help the Company better fulfill its commitment and
obligation to protect the environment. Therefore, your Board
recommends a vote against this proposal.
----
34
<PAGE>
- ------------------------------------------------------------------------
- ------
OTHER MATTERS
* SHARE OWNER PROPOSALS FOR 1995
Under the rules of the Securities and Exchange Commission, share owner
proposals submitted for next year's Proxy Statement must be received by
GE no later than the close of business on November 8, 1994, to be
considered. Proposals should be addressed to Benjamin W. Heineman, Jr.,
Secretary, General Electric Company, Fairfield, Conn. 06431.
* VOTING SECURITIES
Share owners of record at the close of business on March 9, 1993, will
be eligible to vote at the meeting. The voting securities of GE consist
of its $0.63 par value common stock, of which 000,000,000 shares were
outstanding on February 6, 1994. Each share outstanding on the record
date will be entitled to one vote. Treasury shares are not voted.
Individual votes of share owners are kept private, except as appropriate
to meet legal requirements. Access to proxies and other individual share
owner voting records is limited to the Independent Inspectors of
Election (The Corporation Trust Company) and certain GE employees who
must acknowledge in writing their responsibility to comply with this
policy of confidentiality.
* VOTE REQUIRED FOR APPROVAL
The 15 nominees for director receiving a plurality of the votes cast at
the meeting in person or by proxy shall be elected. A favorable vote of
a majority of the outstanding shares entitled to vote is required for
approval of the 2-for-1 stock split and increase in number of authorized
shares. All other matters require for approval the favorable vote of a
majority of shares voted at the meeting in person or by proxy. Under New
York law, abstentions and broker non-votes will not be treated as votes
cast and, therefore, will have no effect on the outcome of the meeting.
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35
<PAGE>
* MANNER FOR VOTING PROXIES
The shares represented by all valid proxies received will be voted in
the manner specified on the proxies. Where specific choices are not
indicated, the shares represented by all valid proxies received will be
voted: (1) for the nominees for director named earlier in this Proxy
Statement; (2) for approval of the appointment of Independent Auditors;
(3) for approval of the 2-for-1 stock split and increase in number of
authorized shares; and (4) against the share owner proposals described
in this Proxy Statement.
Should any matter not described above be acted upon at the meeting, the
persons named in the proxy form will vote in accordance with their
judgment. Except for omitted share owner proposals, the Board knows of
no other matters which may be presented to the meeting.
* SOLICITATION OF PROXIES
Proxies will be solicited on behalf of the Board of Directors by mail,
telephone, telegraph or in person, and solicitation costs will be paid
by GE. Copies of proxy material and of the Annual Report for 1993 will
be supplied to brokers, dealers, banks and voting trustees, or their
nominees, for the purpose of soliciting proxies from beneficial owners,
and GE will reimburse such record holders for their reasonable expenses.
Morrow & Co. has been retained to assist in soliciting proxies at a fee
of $17,000, plus distribution costs and other costs and expenses.
March 8, 1994
----
36
<PAGE>
- ------------------------------------------------------------------------
- ------
1994 ANNUAL MEETING OF SHARE OWNERS
10:00 A.M., EDT, APRIL 27, 1994
THE GOVERNOR W. KERR SCOTT BUILDING
NORTH CAROLINA STATE FAIR
1025 BLUE RIDGE BOULEVARD
RALEIGH, NORTH CAROLINA
CUT OFF AT DOTTED LINE
-.-.-.-.-.-.-.-.-.-.-.-.--.-.-.-.-.-.-.-.-.-.-.-.--.-.-.-.-.-.--.-.-.-.-
.-
ADVANCE REGISTRATION FORM
Send your completed and signed proxy form in the enclosed envelope.
Include this Advance Registration Form in the envelope if you plan to
attend or send a representative to the Annual Meeting.
Attendance at the Annual Meeting is limited to GE share owners, members
of their immediate family or their named representative. We reserve the
right to limit the number of guests or representatives who may attend
the meeting.
(PLEASE PRINT)
Share Owner's
Name -------------------------------------------------------------------
- ------
Address ----------------------------------------------------------------
- ------
- ------------------------------------------------------------------------
- ------
- ---------------------------------------------------- Zip ---------------
- ------
Name(s) of
Family Member(s)
Who Will Also Attend ---------------------------------------------------
- ------
I am a GE Share Owner. My Representative at the Annual Meeting Will be:
- ------------------------------------------------------------------------
- ------
(Admission card will be returned c/o the share owner's address)
- ------------------------------------------------------------------------
- ------
Share Owner's Signature
<PAGE>
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHARE OWNERS, APRIL 27, 1994.
The share owner(s) whose signature(s) appear(s) on the reverse
side of this Proxy Form hereby appoint(s) John F. Welch, Jr.,
Gertrude G. Michelson and Benjamin W. Heineman, Jr., or any of
them, each with full power of substitution, as proxies, to
vote all stock in General Electric Company which the share
owner(s) would be entitled to vote on all matters which may
come before the 1994 Annual Meeting of Share Owners and any
adjournments thereof.
Returned proxy forms will be voted: (1) as specified on the
matters listed on the reverse side of this form; (2) in
accordance with the Directors' recommendations where a choice
is not specified; and (3) in accordance with the judgment of
the proxies on any other matters that properly come before the
meeting.
The nominees for Director are H. Brewster Atwater, Jr., D.
Wayne Calloway, Silas S. Cathcart, Lawrence E. Fouraker, Paolo
Fresco, Claudio X. Gonzalez, Henry H. Henley, Jr., David C.
Jones, Robert E. Mercer, Gertrude G. Michelson, Barbara Scott
Prieskel, Frank H. T. Rhodes, Andrew C. Sigler, Douglas A.
Warner III, and John F. Welch, Jr.
Your shares will not be voted unless your signed Proxy Form is
returned or you otherwise vote at the meeting.
Please mark your vote and sign on the reverse side and
return promptly to: Inspectors of Election, Post Office
Box 9110, Farmingdale, NY 11735-9541.
<PAGE>
The Board of Directors recommends a vote FOR the proposals
regarding:
(A) ELECTION OF DIRECTORS
(INSTRUCTIONS: To withhold
authority to vote for any
individual nominee, write
that nominee's name in the
space provided below.)
FOR WITHHOLD
all nominees listed on the / / Authority to vote for all / /
reverse side (except as nominees on the reverse side
marked to the contrary to
the right)
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
--- ------- ------- --- ------- -------
<S> <C> <C> <C> <S> <C> <C> <C>
(B) KPMG Peat Marwick as (C) Proposed 2-for-1 Stock Split
Independent Auditors / / / / / / and Increase in Number of / / / / / /
Authorized Shares
</TABLE>
The Board of Directors recommends a vote AGAINST the share
owner proposal regarding:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(1) Political Contributions / / / / / /
(2) Economic Conversion / / / / / /
(3) The CERES Principles / / / / / /
If you wish to include any comments, please mark this box and
then write your comments on the reverse side of this form.
/ /
</TABLE>
<TABLE>
<S> <C> <C>
SIGNATURE ------------------------------ DATE ------- Please sign as registered.
Executors, trustees and others
SIGNATURE ------------------------------ DATE ------- signing in a representative capacity
should include their names and the
capacity in which they sign.
</TABLE>
<PAGE>
General Electric
Company
3135 Easton Turnpike,
Fairfield, CT 06431
April 7, 1994
Dear Share Owner:
We have not, as yet, received your proxy for GE's Annual Meeting of
Share Owners to be held on April 27.
I sincerely believe that as a share owner you will want to have your
shares represented and voted the way you wish at the meeting.
Accordingly, we are enclosing a duplicate proxy statement and proxy
form. If you've just recently mailed back your original proxy, you
needn't send another. If, however, that is not the case, please
complete, sign and mail this form as soon as possible. By doing so,
you can be sure your shares will be represented at the meeting
whether or not you plan to attend.
Cordially,
s/John F. Welch, Jr.
Chairman of the Board
<PAGE>
Differences between the Proxy Materials
Proposed for Circulation
and the Materials in Electronic Format
A. PROXY STATEMENT
All headings in the Proxy Statement are in boldface large and small
caps and are represented in the EDGAR document by all caps.
The cover pages of the circulated document, the table of contents and
the pages of the form of proxy and reminder letter are not numbered.
Page 1 is the front cover of the Proxy Statement. The blank space
above the line on that cover contains a General Electric monogram.
The words "Notice of 1994 Annual Meeting and Proxy Statement" are in
boldface upper and lower case and the word "and" is italicized.
On the table of contents (page 2) and throughout the Proxy Statement,
solid boxes are represented by asterisks in the EDGAR document, and
the words on page 2 "Every Share Owner's Vote Is Important Please
Complete, Sign, Date and Return your Proxy Vote" are in large and
small caps. A recycling logo precedes the words "Printed on recycled
paper using soybean ink."
The top of page 3 has the General Electric monogram. The space above
John F. Welch, Jr.'s name holds his signature. All other words on
this page are in italics.
On page 4, the time and location of the annual meeting are in
italics.
On pages 6-10 there are black and white photographs of each director
or nominee adjacent to the respective biography. The first sentence
of each biography, stating name, age, current employment and date of
first service, is in boldface upper and lower case.
On page 11, the table caption, column headings and the word "Notes:"
are all in boldface upper and lower case.
On page 12, the words "Notes (continued):" and the subheading "Board
of Directors and Committees" are in boldface upper and lower case.
On pages 14-15, the words "Stern", "McNeil", and "Benfield" are in
italics.
On page 16, the subheading "Certain Transactions" is in boldface
upper and lower case.
On pages 16-19, the subheadings "Compensation Policies for Executive
Officers," "Broad-Based Employee Stock Option Plan," "Bases for Chief
Executive Compensation" and "Compensation Committee Interlocks and
Insider Participation" are in boldface upper and lower case.
Pages 20-21 (the summary compensation table) are facing pages in the
centerfold of the proxy statement. The column headings, the names of
the listed executive officers and the words "Notes" and "Notes
(continued)" are in boldface upper and lower case.
On page 23, the column headings, the names of the listed executive
officers and other row headings are in boldface upper and lower case.
On pages 24 and 25, the data points are used to create line graphs,
and the words "Comparison of Five-Year Cumulative Total Return Among
GE, S&P 500, Dow Jones Industrial Average (DJIA) and S&P Electrical
Equipment Group" and "Comparison of Thirteen-Year Cumulative Total
Return Among GE, S&P 500, Dow Jones Industrial Average (DJIA) and S&P
Electrical Equipment Group" are in boldface upper and lower case.
On page 26, the table caption, the column headings and the word
"Note:" are all in boldface upper and lower case.
On pages 27-36, all voting recommendations of the Board of Directors
shown as all caps in the EDGAR document are in bold face and are in
upper and lower case except for the words "FOR" and "AGAINST."
On page 28, the following paragraph is in boldface:
"Present certificates will continue to represent the number of
shares evidenced thereby. Present certificates will not be
exchanged for new certificates. Certificates should not be
returned to the Company or to its transfer agent."
The words "Share Owner Proposal No. 1" on page 30 and the similar
subheadings of the remaining share owner proposals on pages 30 to 32
are in boldface upper and lower case.
On pages 35-36, the subheadings "Share Owner Proposals for 1995,"
"Voting Securities," "Vote Required for Approval," "Manner for Voting
Proxies," and "Solicitation of Proxies" are all in boldface upper and
lower case.
Page 37 is the back cover of the Proxy Statement. On that page the
words "cut off at dotted line" are centered and above dotted lines.
The words "1994 Annual Meeting of Share Owners" and "Advance
Registration Form" and the time and location of the annual meeting
are in boldface.
B. PROXY CARD
The language on pages 38 and 39, comprising the form of proxy, is
printed, one page each, on observe sides of a white card with
dimensions of approximately 7 3/4" x 5 l/4". The language is printed
so that it reads with the card's longest dimension held horizontally.
At the top of pages 38 and 39 there is a gray stripe. A General
Electric monogram appears at the left edge of this stripe, and the
words "GE Proxy Form" appear towards the right edge.
On page 38, the space on the bottom left is held blank to contain the
name(s) and address of the share owner(s). The sentences:
(i) "Returned proxy forms will be voted: (1) as specified on matters
listed on the reverse side of this form; (2) in accordance with the
Directors' recommendations where a choice is not specified; and (3)
in accordance with the judgment of the proxies on any other matters
that may properly come before the meeting"
and
(ii) "Your shares will not be voted unless your signed Proxy Form is
returned or you otherwise vote at the meeting";
and the language at the top of the page
"Proxy Solicited on Behalf of Board of Directors for the Annual
Meeting of Share Owners, April 27, 1994"
are all in bold face.
On page 39, space beneath the grey bar is held blank for an account
number and a control number. The phrase "The Board of Directors
recommends a vote FOR the proposals relating to" is bold. An
unbroken line encloses, in a rectangle, the items so referenced and
this phrase. Similarly the phrase "The Board of Directors recommends
a vote AGAINST the share owner proposals relating to" is bold, and an
unbroken line encloses, in a rectangle, the items so referenced and
this phrase. Empty boxes are positioned opposite each item to be
voted on, one each below the words "FOR" or "VOTE WITHHELD" or "FOR"
or "AGAINST" or "ABSTAIN" respectively.
C. REMINDER LETTER
Page 40 is a form of letter from John F. Welch, Jr. dated April 7,
1994 sent to share owners who have not returned their proxies by that
date. This letter is printed on the top portion of Mr. Welch's
stationery (8 1/2" x 11") and contains his signature. The bottom
portion of his stationery will be a duplicate proxy card as shown on
pages 38 and 39.
