As filed with the Securities and Exchange Commission on March 21, 1997
REGISTRATION NO. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New York 14-0689340
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(Address of Principal Executive Offices, including Zip Code)
GE SAVINGS AND SECURITY PROGRAM
(Full title of the Plan)
Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Name and address of agent for service)
(203) 373-2243
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
As Employee Contributions and Company Payments are
Periodically Made to the Program
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
To be registered registered (1) (2) share (3) price (3) registration fee
- ----------------------- --------------------- ---------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $0.32 15,000,000 shares $103.0625 $1,545,937,500 $468,465.91
par value
- ----------------------- --------------------- ---------------------- ---------------------- ---------------------
</TABLE>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) The shares of common stock being registered consist of shares to be
acquired by the Trustee pursuant to the plan for the account of
participants.
(3) Calculated pursuant to Rule 457(c), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
Tape for March 19, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
General Electric Company ("GE") and the GE Savings and Security Program ("the
Program") hereby incorporate by reference into this Registration Statement the
contents of the Form S-8 Registration Statement filed on behalf of GE and the
S&S Program on April 30, 1992 (File No. 33-47500).
EXPERTS
The financial statements of General Electric Company and consolidated affiliates
as of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, appearing in General Electric Company's Annual
Report on Form 10-K for the year ended December 31, 1996, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Registration
Statement for the GE Savings and Security Program on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Fairfield, State of Connecticut, on March 21, 1997.
GENERAL ELECTRIC COMPANY
By: Philip D. Ameen
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
- --------- ----- ----
*Dennis D. Dammerman Principal Financial Officer March 21, 1997
Philip D. Ameen Principal Accounting Officer March 21, 1997
*John F. Welch, Jr. Chairman of the Board of Directors
Principal Executive Officer
*D. Wayne Calloway Director
*Paolo Fresco Director
*Robert E. Mercer Director
*Sam Nunn Director
*John D. Opie Director
*Roger S. Penske Director
*Barbara Scott Preiskel Director
*Douglas A. Warner III Director
A Majority of the Board of Directors
*By: Philip D. Ameen
Attorney-in-Fact
March 21, 1997
<PAGE>
SIGNATURES
THE PROGRAM. Pursuant to the requirements of the Securities Act of 1933, as
amended, GE Savings and Security Trust on behalf of the GE Savings and Security
Program, the GE S&S Program Mutual Fund and the GE S&S Long-Term Interest Fund
have each duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Stamford, and State of
Connecticut on the 21st Day of March, 1997.
GE SAVINGS AND SECURITY TRUST
GE S&S PROGRAM MUTUAL FUND
GE S&S LONG-TERM INTEREST FUND
Signer Title
*John H. Myers, Chairman Trustee
*Eugene K. Bolton Trustee
*Michael J. Cosgrove Trustee
*Ralph R. Layman Trustee
*Alan M. Lewis Trustee
*Robert A. MacDougall Trustee
*Donald W. Torey Trustee
A Majority of the Trustees
*By: Philip D. Ameen
Attorney-in-Fact
March 21, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit 4(a) Certificate of Incorporation of the Registrant, as amended and
currently in effect (incorporated by reference to
Exhibit 3 to Registrant's Current Report on Form 8-K filed
April 28, 1994)
Exhibit 4(b) By-laws of the Registrant, as amended and currently in effect
(incorporated by reference to Exhibit 3 to Registrant's Current
Report on Form 8-K filed April 28, 1994)
Exhibit 5 Opinion of Robert E. Healing*
Exhibit 23(a): Consent of KPMG Peat Marwick LLP*
Exhibit 23(b): Consent of Robert E. Healing (included in Exhibit 5)*
Exhibit 24(a): Power of Attorney of certain Officers and Directors of GE*
Exhibit 24(b): Power of Attorney for certain Trustees*
*Filed electronically herewith
EXHIBIT 5
March 20, 1997
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Re: Opinion of Counsel
This opinion is furnished in connection with the registration by
General Electric Company (the "Company") pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), of 15,000,000 shares of Common Stock, $0.32 par value
(the "Shares"), which are to be offered and sold by the Company through the GE
Savings and Security Program.
As Corporate Counsel of the Company, I am of the opinion, based upon my
familiarity with the affairs of the Company and upon my examination of the law
and pertinent documents, that the Shares, when issued and sold pursuant to the
Plan, will be legally issued, fully paid and non-assessable shares of Common
Stock of the Company.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission (the "Commission") as an Exhibit to the Registration
Statement with respect to the Shares under the 1933 Act.
Very truly yours,
Robert E. Healing
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of General Electric Company of our report dated February 7, 1997 relating to
the statement of financial position of General Electric Company and consolidated
affiliates as of December 31, 1996 and 1995 and the related statements of
earnings and cash flows for each of the years in the three-year period ended
December 31, 1996, and the related schedule, which report appears in the
December 31, 1996 annual report on Form 10-K of General Electric Company.
We also consent to the reference to our firm under the heading "Experts" in the
Registration Statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 21, 1997
EXHIBIT 24(A)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of General Electric Company, a New York corporation (the
"Company"), hereby constitutes and appoints John F. Welch, Jr., Benjamin W.
Heineman, Jr., Dennis D. Dammerman, and Philip D. Ameen and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead in
any and all capacities, to sign one or more Registration Statements under the
Securities Act of 1933, as amended, on Form S-8 or such other form as such
attorneys-in-fact, or any of them, may deem necessary or desirable, any
amendments thereto, and all post-effective amendments and supplements to such
registration statement, for the registration of securities in connection with
the GE Savings and Security Program, in such forms as they or any one of them
may approve, and to file the same with all exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done to the end that such Registration Statement or Registration
Statements shall comply with the Securities Act of 1933, as amended, and the
applicable Rules and Regulations adopted or issued pursuant thereto, as fully
and to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitute or resubstitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 14th day of March, 1997.
John F. Welch, Jr. Dennis D. Dammerman
Chairman of the Board Senior Vice President -
(Principal Executive Finance (Principal
Officer and Director) Financial Officer and Director)
Philip D. Ameen
Vice President and Comptroller
(Principal Accounting Officer)
(Page 1 of 2)
<PAGE>
D. Wayne Calloway John D. Opie
Director Director
Paolo Fresco Roger S. Penske
Director Director
Robert E. Mercer Barbara S. Preiskel
Director Director
Sam Nunn Douglas A. Warner III
Director Director
A MAJORITY OF THE BOARD OF DIRECTORS
(Page 2 of 2)
EXHIBIT 24(B)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
Trustee of the GE Savings and Security Trust, hereby constitutes and appoints
Philip D. Ameen, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead in
any and all capacities, to sign one or more Registration Statements under the
Securities Act of 1933, as amended, on Form S-8 or such other form as such
attorney-in-fact may deem necessary or desirable, any amendments thereto, and
all post-effective amendments and supplements to such registration statement,
for the registration of securities in connection with the GE Savings and
Security Program, in such forms as he may approve, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done to the end that such Registration Statement
or Registration Statements shall comply with the Securities Act of 1933, as
amended, and the applicable Rules and Regulations adopted or issued pursuant
thereto, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or resubstitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 14th day of March, 1997.
John H. Myers, Chairman Eugene K. Bolton
Trustee Trustee
Michael J. Cosgrove Ralph R. Layman
Trustee Trustee
Alan M. Lewis Robert A. MacDougall
Trustee Trustee
Donald W. Torey
Trustee
