FORM 3
OMB APPROVAL
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OMB Number 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response.......... 0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
2. Date of Event Requiring Statement (Month/Day/Year)
3/9/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Greenwich Air Services, Inc. ("GASI")
5. Relationship of Reporting Person to Issuer
(Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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Form filed by More than one Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial Ownership
(Instr.4) Beneficially Owned Form: Direct (Instr. 5)
(Instr. 4) (D) or Indirect
(I) (Instr. 5)
<S> <C> <C> <C>
Class A Common Stock,
par value $.01 per share 689,000 D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
<PAGE>
TABLE II--Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature of Indirect
Derivative Security Exercisable Securities Underlying sion or ship Beneficial Ownership
(Instr. 4) and Expira- Derivative Security Exercise Form of (Instr. 5)
tion Date (Instr. 4) Price of Deriva-
(Month/Day/ Deri- tive
Year) vative Security:
Security Direct
(D) or
Date Expira- Title Amount Indirect
Exer- tion or (I)
cisable Date Number (Instr. 5)
of
Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Option (a) Class A Common Stock,
(right to buy) (a) (a) par value $.01 per share 3,646,622 $31.00 D
Option (a) Class B Common Stock,
(right to buy) (a) (a) par value $.01 per share 3,029,528 $31.00 D
</TABLE>
Explanation of Responses:
(a) In connection with an Agreement and Plan of Merger (the "Merger Agreement")
dated March 9, 1997 among Greenwich Air Services, Inc. (the "Issuer"),
General Electric Company (the "Reporting Person") and GB Merger Corp., the
Reporting Person and Eugene P. Conese, Sr., Eugene P. Conese, Jr. and Anna
May Conese (the "Stockholders"), entered into a Stock Option and Voting
Agreement (the "Stock Option Agreement") dated March 9, 1997, granting the
Reporting Person options on Class A Common Stock and Class B Common Stock
(the "Shares") of the Issuer. The options may be exercised by the Reporting
Person, in whole but not in part as to all but not less than all the
Stockholders, during the period commencing on the date that the waiting
period applicable to the consummation of the purchase of the Shares
pursuant to the exercise of the options has expired or been terminated and
ending on the date which is the earlier of (i) upon notice given by the
Stockholders or Reporting Person after September 30, 1997 and (ii) the date
of termination of the Merger Agreement by the Issuer in connection with a
breach of the Merger Agreement by the Reporting Person which allows Issuer
to terminate the Merger Agreement.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Robert E. Healing March 18, 1997
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**Signature of Reporting Person Date
Robert E. Healing
Corporate Counsel
General Electric Company
