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Rule 424(b)(3)
Registration Statement
No. 33-29024
PROSPECTUS
GENERAL ELECTRIC COMPANY
400,000 SHARES
COMMON STOCK
($0.32 Par Value)
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This Prospectus relates to the issuance of up to 400,000 shares of
Common Stock (the "Common Stock") of the General Electric Company (the
"Company") to non-employee directors of the Company pursuant to the Company's
1989 Stock Option Plan for Non-Employee Directors (the "Plan"). The Company's
principal executive offices are at 3135 Easton Turnpike, Fairfield, CT 06431
(Telephone: (203) 373-2492).
This Prospectus also relates to the subsequent resale of shares of the
Common Stock received under the Plan from time to time by such non-employee
directors (the "Selling Stockholders"). See "Selling Stockholders." The
method of resale of the Common Stock offered hereby is described under the
heading "Plan of Distribution." The Company will receive none of the proceeds
from resales by the Selling Stockholders. The Company will pay all expenses
in connection with this offering other than commissions and discounts of
underwriters, dealers or agents.
The Common Stock of the Company is listed on the New York and Boston
Stock Exchanges. It is also listed on a number of foreign exchanges including
the Tokyo Stock Exchange, and The London Stock Exchange.
On July 8, 1994, the reported last sale price of the Common Stock on the
New York Stock Exchange was $47.38 per share.
The information contained in this prospectus reflects the two-for-one
split of the Company's Common Stock which became effective on April 28, 1994.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is July 11, 1994.
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The Selling Stockholders and certain broker-dealers that participate in
the resale of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "1933 Act"), and any commission or profit on the resale of shares
received by such broker-dealers may be deemed to be underwriting commissions
and discounts under the 1933 Act.
No person has been authorized to give any information or to make any
representations other than those contained in, or incorporated by reference
into, this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of these
securities by anyone, in any state in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities
laws of any state, or in which the person making such offer or solicitation is
not qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation. Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the information herein or the affairs of the Company
since the date hereof.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Reports, proxy statements
and other information filed by the Company with the Securities and Exchange
Commission (the "Commission") can be inspected and copied, at prescribed
rates, during normal business hours at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and; New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can
also be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates.
Copies of the Company's reports, proxy statements and other information
can also be inspected at the New York and Boston Stock Exchanges.
A registration statement on Form S-3 in respect of the Common Stock
offered by this Prospectus (the "Registration Statement") has been filed with
the Commission, Washington, D.C. 20549, under the 1933 Act. This Prospectus
does not contain all of the information contained in such Registration
Statement, certain portions of which have been omitted pursuant to the rules
and regulations of the Commission. Accordingly, additional information
concerning the Company and such securities can be found in the Registration
Statement, including various exhibits thereto, which may be inspected at the
Public Reference Room of the Commission.
Additional updating information with respect to the Common Stock and the
Plan may be provided in the future to Plan participants by means of appendices
to this Prospectus. In the event appendices are used, a copy of this
Prospectus will accompany any such appendices provided to new participants in
the Plan and, upon request, will be provided to any existing Plan participant
receiving such appendices who has misplaced or discarded his copy of the
Prospectus.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(2) The Company's Quarterly Report on Form 10-Q for the first quarter of
1994;
(3) The Company's Report on Form 8-K, dated April 28, 1994;
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(4) The Company's definitive proxy statement for the Company's 1994
Annual Meeting of Share Owners; and
(5) Information with respect to stock options (including the amounts
outstanding, exercises, prices, and expiration dates), and the administration
of the Plan (including the membership of the Plan committee and the number of
persons eligible to participate and actually participating in the Plan), may
be included in the future either in the Company's proxy statements or in
appendices to this Prospectus.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference into this
Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the information referred to
above which has been or may be incorporated in this Prospectus by reference,
other than exhibits to such information (unless such exhibits are specifically
incorporated by reference into the information that is incorporated herein).
Requests for such copies should be directed to General Electric Company, 3135
Easton Turnpike, Fairfield, Connecticut 06431, Attention: Investor
Communications, telephone number (203) 373-2211.
GENERAL INFORMATION ABOUT THE PLAN
Introduction
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The Plan was adopted by the Board of Directors of the Company on
November 18, 1988, subject to share owner approval, and was approved by the
share owners of the Company at the Annual Share Owners Meeting held on April
26, 1989.
The purpose of the Plan is to increase the ownership interest in the
Company of non-employee directors whose services are considered essential to
the Company's continued progress and to provide a further incentive to serve
as a director of the Company. The Plan will terminate according to its terms
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on the day following the 1996 Annual Share Owner's Meeting, except as to stock
options outstanding thereunder at that time.
The significant features of the Plan are summarized in this Prospectus.
Each director to whom a grant is made will be furnished a copy of the Plan.
The option grants contain the specific terms and conditions relating to the
options. Each director optionee is referred to the Plan and his option grants
for a complete statement of the terms and provisions of his options.
The Plan is not subject to the Employee Retirement Income Security Act
of 1974, as amended.
Securities Subject to the Plan
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The total number of shares of Common Stock which may be delivered under
the Plan may not exceed 400,000 shares, subject to adjustment for any changes
in the Common Stock or any option granted under the Plan as a result of a
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, exchange of stock or other change in corporate structure. The Plan
permits either treasury or authorized but unissued shares to be used. If any
option granted under the Plan expires or terminates for any reason without
having been exercised in full, the shares subject to, but not delivered under,
such option again will become available for the grant of other options under
the Plan.
Participation in the Plan
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All directors of the Company who are not employees of the Company or an
affiliate shall be eligible to participate in the Plan. As of July 11, 1994,
13 non-employee directors were participating in the Plan.
Stock Options
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All options granted under the Plan shall be non-statutory options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
An option to purchase 3,000 shares of Common Stock was automatically
granted to each non-employee director serving on the Board of Directors of the
Company (the "Board") on the first New York Stock Exchange trading day
immediately following approval of the Plan by share owners at the 1989 Annual
Share Owners' Meeting. Thereafter, an option to purchase 3,000 shares of
Common Stock is granted automatically to each non-employee director serving on
the Board on the last New York Stock Exchange trading day of each January from
1990 through 1996. The purchase price for the shares subject to the options
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is 100% of the market value of the Common Stock on the date the options are
granted, which shall be the closing per-share price of the Common Stock based
upon its consolidated trading price as generally reported for New York Stock
Exchange listed stocks.
The options become exercisable in four equal annual installments
commencing on the first anniversary of the date of grant, except that the
first installment of the initial grant matured and became exercisable on
January 31, 1990 and each subsequent installment of such grant shall mature
and become exercisable on the last day of each subsequent January. Each
option granted under the Plan will expire no later than ten years after the
grant date or sooner depending on the circumstances of the optionee's
termination of service with the Board. In the event of termination of service
on the Board, other than by reason of retirement, total and permanent
disability or death, outstanding options may be exercised only to the extent
that they were exercisable on the date of termination and shall expire three
months after termination or on their stated expiration date, whichever occurs
first. In the event of termination of service by reason of retirement or
total and permanent disability, outstanding options will continue to mature
and become exercisable, and matured installments may be exercised at any time
within five years after such retirement or disability, but in no event after
the expiration date of the term of the option. In the event of the death of
the holder of any unexercised option either while serving on the Board or
within five years after terminating Board service through retirement, all
outstanding options of such holder shall become immediately exercisable by the
holder's legal representative. Where death occurs while the holder is a
director, unexercised options must be exercised within five years of the
director's death. Where death occurs after retirement, such options must be
exercised within two years after death or five years after retirement,
whichever is later.
Options are nonassignable and nontransferable and are exercisable only
by the holder or the holder's guardian or legal representative. Payment for
the shares under options shall be made in full in cash, stock or a combination
thereof.
Administration
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The Plan shall be administered by a committee consisting of directors
who are not eligible to participate in the Plan (the "Committee"). As of July
11, 1994, the Committee consisted of Paolo Fresco and John F. Welch. The
address of each in his capacity as a member of the Committee is 3135 Easton
Turnpike, Fairfield, Connecticut 06431.
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Plan Amendment, Suspension or Termination
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The Board may amend, suspend or terminate the Plan at any time, but may
not without share owner approval change (1) the selection or eligibility of
directors to participate in the Plan, (2) the number of shares subject to any
option under the Plan, (3) the purchase price, or (4) materially increase the
benefits accruing to participants under the Plan.
Tax Aspects
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1. The granting of an option does not produce taxable income to the
option holder or a tax deduction to the Company. Except as noted in paragraph
2 below, upon exercise of an option, the excess of the fair market value of
the Common Stock over the option exercise price is taxable to the option
holder as ordinary income and deductible by the Company. The tax basis for
the Common Stock acquired is such fair market value and the holding period for
the Common Stock begins on the date of exercise.
2. If the option holder is subject to the provisions of Section 16(b) of
the 1934 Act, Common Stock received pursuant to the exercise of an option is
treated for six months as subject to a substantial risk of forfeiture and non-
transferable under Section 83(a) of the Code. An option holder who receives
such restricted stock will, in the absence of the election described below,
recognize income when the restriction lapses in the amount of the stock's then
fair market value less any amount paid by the option holder for the stock, and
the Company will be allowed a corresponding deduction. The option holder's
tax basis for the shares will be the fair market value when the restriction
lapses, and the holding period will begin on that date. Amounts paid as
dividends prior to lapse of the restriction will be treated as nondividend
income to the option holder, deductible by the Company.
3. Within 30 days after the exercise of an option by a holder subject to
Section 16(b), the option holder may elect under Section 83(b) of the Code to
recognize as income, and the Company may deduct, the difference between the
exercise price of such option and the fair market value of the shares on the
date of exercise, at which time the holding period begins.
GENERAL INFORMATION ABOUT THE COMPANY
Description of the Common Stock
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The following statements are summaries of, and are subject to the
detailed provisions of, the Company's Restated Certificate of Incorporation,
as amended, and By-Laws, as amended, and to the relevant provisions of the New
York Business Corporation Law.
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Currently issued Common Stock is listed on various exchanges including
the New York, Boston and Tokyo Stock Exchanges and The London Stock Exchange.
Certificates representing the Common Stock may be presented for registration
and transferred at the office of the Common Stock registrar and transfer
agent, The Bank of New York, in New York City.
The Company currently is authorized to issue up to 2,200,000,000 shares
of Common Stock, par value $0.32 per share. As of June 30, 1994, a total of
1,712,367,373 shares of Common Stock were outstanding. The Company also is
authorized to issue up to 50,000,000 shares of preferred stock, par value
$1.00 per share, in series but has not issued any of such shares. If such
shares are issued, the Company's Board of Directors may fix the designation,
relative rights, preferences and limitations of the shares of each series.
Dividends may be paid on the Common Stock out of funds legally available
therefor, when and if declared by the Company's Board. Holders of the Common
Stock are entitled to share ratably therein and in assets available for
distribution on liquidation, dissolution or winding up, subject, if preferred
stock of the Company is then outstanding, to any preferential rights of such
preferred stock. Each share of the Common Stock entitles the holder thereof
to one vote at all meetings of share owners, and such votes are noncumulative.
The Common Stock is not redeemable, has no subscription or conversion rights
and does not entitle the holder thereof to any preemptive rights. In the
event that at any time in the future the Common Stock is not listed on a
national securities exchange or is not regularly quoted in an over-the-counter
market, under Section 630 of the New York Business Corporation Law, the ten
largest share owners would be liable under certain conditions for debts, wages
or salaries due and not paid by the Company to any laborers, servants or
employees other than contractors for services performed by them for the
Company.
USE OF PROCEEDS
Proceeds from the sale of shares pursuant to options granted under the
Plan shall constitute general funds of the Company.
The Company will not receive any of the proceeds from the sale of shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The shares offered pursuant to this Prospectus represent those shares
acquired by the Selling Stockholders through exercise of options granted under
the Plan.
PLAN OF DISTRIBUTION
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The table set forth below provides the following information as to each
Selling Stockholder: material relationships with the Company or any of its
predecessors or its affiliates within the past three years; number of shares
of Common Stock of the Company beneficially owned as of February 11, 1994; and
the number of such shares offered for the account of such Selling Stockholder
pursuant hereto. No Selling Stockholder presently owns, or after the
completion of this offering will own, one percent or more of the Company's
outstanding Common Stock unless additional shares are purchased by such
Selling Stockholder.*
<TABLE>
<CAPTION>
Adjusted Number
of Shares Owned Adjusted Number of Material
as of 2/12/93 Option Shares Received Relationship
excluding Pursuant to the with the Company or
shares Plan Which Option Any Predecessors or
available on Shares Are to be Affiliates of the
Name of Selling exercise of Offered Under Company Over the
Stockholder Plan Options This Prospectus Last Three Years
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<S> <C> <C> <C>
H. Brewster Atwater, Jr. 2,000 18,000 Director
since 1989
D. Wayne Calloway 2,000 9,000 Director
since 1991
Silas S. Cathcart 111,898 12,000 Director
since 1990**
Lawrence E. Fouraker 7,300 13,500 Director
since 1981
Claudio X. Gonzalez 2,400 6,000 Director
since 1993
Henry H. Henley, Jr. 1,600 18,000 Director
since 1972
David C. Jones 5,000 18,000 Director
since 1986
Robert E. Mercer 2,000 18,000 Director
since 1984
Gertrude G. Michelson 1,600 18,000 Director
since 1976
Barbara Scott Preiskel 5,500 18,000 Director
since 1982
Frank H. T. Rhodes 400 18,000 Director
since 1984
Andrew C. Sigler 4,000 18,000 Director
since 1984
Douglas A. Warner III 4,600 6,000 Director
since 1992
* As indicated on the cover of this Prospectus, all share information herein
has been adjusted to reflect the two-for-one split of the Company's common
stock which became effective April 28, 1994.
<FN>
** Mr. Cathcart (who served as a director of the Company from 1972 to 1987)
was reelected to the Board in February 1990 after serving two years as
Chairman of the Board of Kidder, Peabody Group, Inc., an indirect wholly owned
subsidiary of the Company.
</TABLE>
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The shares offered hereby may be sold by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on one or more exchanges or in the over-the-counter market, or
otherwise at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. The shares may be
sold by one or more of the following methods, without limitation: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (d) an exchange distribution in accordance with
the rules of such exchange; and (e) face-to-face transactions between sellers
and purchasers without a broker-dealer. In effecting sales, brokers or
dealers engaged by the Selling Stockholders may arrange for other brokers or
dealers to participate. Such brokers or dealers may receive commissions or
discounts from Selling Stockholders in amounts to be negotiated immediately
prior to the sale. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of
the 1933 Act, in connection with such sales. In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.
Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the
sale of shares through a secondary distribution, or a purchase by a broker or
dealer, a supplemental Prospectus will be filed, if required, pursuant to Rule
424(b)(3) and (c) under the 1933 Act, disclosing (a) the name of each such
broker-dealer(s), (b) the number of shares involved, (c) the price at which
such shares were sold, (d) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (e) that such broker-
dealer(s) did not conduct any investigation to verify the information set out
or incorporated by reference into this Prospectus, as supplemented, and (f)
other facts material to the transaction.
EXPERTS
The financial statements and schedules of General Electric Company and
consolidated affiliates as of December 31, 1993 and 1992, and for each of the
years in the three-year period ended December 31, 1993, appearing in General
Electric Company's Annual Report on Form 10-K for the year ended December 31,
1993, incorporated by reference herein, have been incorporated herein in
reliance upon the report of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG Peat Marwick
refers to changes by the Company in 1993 in its methods of accounting for
investments in certain securities and for postemployment benefits, and a
change by the Company in 1991 in its method of accounting for postretirement
benefits other than pensions.
