RULE 424(B)(3)
REGISTRATION STATEMENT
NO. 33-29024
PROSPECTUS
GENERAL ELECTRIC COMPANY
800,000 SHARES
COMMON STOCK ($0.16 PAR VALUE)
This Prospectus relates to the issuance of up to 800,000 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 located 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
London Stock Exchange and the Paris Bourse.
On July 11, 1997, the reported last sale price of the Common Stock on the
New York Stock Exchange was $70.625 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, 1997.
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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 14, 1997.
<PAGE>
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.
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., Room 1024, 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, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, the Commission maintains a Web
site at http://www.sec.gov that contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission,
including the Company.
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 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.
This Prospectus replaces the Prospectus dated July 11, 1994. Additional
updating information with respect to the Common Stock and the Plan may be
provided in the future to Plan participants by means of supplements to this
Prospectus. In the event supplements are used, a copy of this Prospectus will
accompany any such supplement provided to new participants in the Plan and, upon
request, will be provided to any existing Plan participant receiving such
supplements 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 year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) The Company's Current Report on Form 8-K, dated April 28, 1997;
(4) The Company's definitive proxy statement for the Company's 1997
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), included in the future
either in the Company's proxy statements or
in supplements 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
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
Plan terminated according to its terms on April 25, 1996 (the "Termination
Date"), the day following the 1996 Annual Share Owner's Meeting, except as to
stock options outstanding thereunder at that time.
The purpose of the Plan was 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 significant features of the Plan are summarized in this Prospectus.
Each director to whom a grant has been made has been 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 or her
option grants for a complete statement of the terms and provisions of his or her
options.
The Plan was not subject to the Employee Retirement Income Security Act of
1974, as amended.
SECURITIES SUBJECT TO THE PLAN
The total number of shares of Common Stock which may be delivered under the
Plan will not exceed 800,000 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. As of the
Termination Date, options for a total of 654,000 shares of Common Stock had been
granted under the Plan, of which options for 450,000 shares remain outstanding.
PARTICIPATION IN THE PLAN
All directors of the Company who are not employees of the Company or an
affiliate were eligible to participate in the Plan. As of the Termination Date,
nine non-employee directors were participating in the Plan. Including retired
directors, 20 individuals received grants of options under the Plan.
STOCK OPTIONS
All options granted under the Plan were 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 6,000 shares (giving effect to the 1994 and 1997
2-for-1 stock splits) 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 6,000 shares of Common Stock was 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 was 100% of the market
value of the Common Stock on the date the options were granted, which was 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, as
subsequently adjusted to account for the 1994 and 1997 stock splits.
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 matured and became 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
The Plan is administered by a committee consisting of directors who are not
eligible to participate in the Plan (the "Committee"). As of the date hereof,
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.
AMENDMENT OF OPTIONS
The Board may not without share owner approval (1) change the number of
shares subject to any option under the Plan, (2) change the purchase price, or
(3) materially increase the benefits accruing to participants under the Plan.
TAX ASPECTS
The following is a discussion of the Federal income tax consequences of the
granting, exercise and sale of stock associated with an option. Directors who
are subject to tax in other jurisdictions should consult their tax advisors as
to the tax effect in such jurisdictions.
The granting of an option does not produce taxable income to the option holder
or a tax deduction to the Company. Generally, 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.
Option holders who exercise during periods that they are subject to restrictions
under Section 16(b) of the 1934 Act should consult their tax advisors regarding
the impact of those restrictions.
GENERAL INFORMATION ABOUT THE COMPANY
DESCRIPTION OF THE COMMON STOCK
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.
Currently issued Common Stock is listed on various exchanges including the
New York, Boston and London Stock Exchanges and the Paris Bourse. 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 4,400,000,000 shares of
Common Stock, par value $0.16 per share. As of July 11, 1997, a total of
3,704,025,674 shares of Common Stock were issued, of which 166,419,291 were
treasury shares. 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 to the Company from the sale of shares pursuant to the exercise of
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
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 7, 1997; 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.
As indicated on the cover of this Prospectus, all share information herein has
been adjusted to reflect the 2-for-1 split of the Company's common stock which
became effective April 28, 1997.
<TABLE>
<CAPTION>
Adjusted Number Adjusted Number of Material
of Shares Owned Option Shares Received Relationship
as of 2/7/97 Pursuant to the with the Company or
excluding 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>
D. Wayne Calloway 4,000 30,000 Director since 1991
Silas S. Cathcart 223,796 36,000 Director since 1990<F1>
Claudio X. Gonzalez 4,800 24,000 Director since 1993
Gertrude G. Michelson 3,200 48,000 Director since 1976
Roger S. Penske 8,000 12,000 Director since 1994<F2>
Barbara Scott Preiskel 10,942 48,000 Director since 1982
Frank H. T. Rhodes 800 48,000 Director since 1984
Andrew C. Sigler 8,000 48,000 Director since 1984
Douglas A. Warner III 9,200 24,000 Director since 1992
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<FN>
<F1> 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.
<F2> Mr. Penske has an indirect financial interest in Penske Truck Leasing Co.,
L.P., a limited partnership formed in 1988 between a subsidiary of Penske
Corporation and a subsidiary of GE Capital Corporation (GE Capital) in
order to operate a truck leasing and rental business. In 1996, the
partnership repurchased, for $275 million which was loaned to the
partnership by GE Capital and is currently outstanding, a portion of the
50% partnership interest held by the Penske Corporation subsidiary,
reducing that interest to 21% and increasing GE Capital's interest in the
partnership from 50% to 79%. In addition, the Penske Corporation subsidiary
will receive annual payments, declining from $11.3 million to $9.3 million
over a 10-year period, with the majority of such payments contingent upon
the partnership achieving certain revenue thresholds. Consistent with its
general practices for providing working capital funding for its affiliates
and certain joint ventures, GE Capital has guaranteed approximately $494
million of the partnership's debt, and $79.4 million of a letter of credit
reimbursement obligation of the partnership, and has provided the
partnership a $2 billion revolving line of credit, under which
approximately $1.3 billion was outstanding at the end of 1996, all on terms
substantially equivalent to those extended to such entities.
</TABLE>
The shares offered hereby may be sold by the Selling Stockholders or by
pledgers, 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 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.
