As filed with the Securities and Exchange Commission on March 27, 1998
REGISTRATION NO. 333-46551
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)
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: From time to time
following the effectiveness of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED <F1> SHARE <F2> PRICE <F2> REGISTRATION FEE
- ---------------------------- ---------------- --------------------- -------------------------- ------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.16 par 6,000,000 $77.9063 $467,437,500.00 $137,894.06<F3>
value shares
- ---------------------------- ---------------- --------------------- -------------------------- ------------------
<FN>
<F1> Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar
transactions.
<F2> 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 February 13, 1998.
<F3> Previously paid.
</FN>
</TABLE>
The prospectus included in this Registration Statement is a combined
prospectus as permitted by Rule 429 under the Securities Act of 1933, as
amended, and includes, on and after June 1, 1998, 4,270,608 shares of Common
Stock previously registered under Registration Statement No. 33-44593, to the
extent such shares remain unsold under Registration Statement No. 33-44593 as of
June 1, 1998.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
2
PROSPECTUS
[GE LOGO]
GE STOCK DIRECT
GE Stock Direct offers you the opportunity to:
o Buy shares of General Electric Company ("GE") common stock
conveniently and economically, even if you are not already a GE share
owner.
o If you wish, reinvest dividends on GE stock in additional shares of
GE.
o Sell or transfer shares of GE stock held in your account.
o Send in your GE stock certificates for safekeeping.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS MARCH __, 1998.
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3
This Prospectus describes GE Stock Direct (the "Plan", "we" or "us"). The
purpose of the Plan is to promote long-term investment in GE stock. The Plan
will be available beginning June 1, 1998. Before enrolling in the Plan, read
this Prospectus carefully.
GE Stock Direct replaces the former GE Dividend Reinvestment and Stock
Purchase Plan ("DRSPP"). IF YOU HAVE AN ACCOUNT IN THE DRSPP ON JUNE 1, 1998,
YOUR ACCOUNT WILL BE CHANGED TO A GE STOCK DIRECT ACCOUNT ON THAT DATE, WITHOUT
ANY ACTION ON YOUR PART. This Prospectus replaces the prospectus for the DRSPP,
as of June 1, 1998.
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PLAN SUMMARY
ENROLLMENT. To enroll in the Plan, you must be a record owner of GE stock, or
you may become a record owner by buying a minimum of $250.00 of GE stock through
the Plan when you enroll. If you are not a record owner, there is a one-time
$7.50 registration fee for your initial purchase of GE stock.
PLAN ACCOUNT. When you enroll in the Plan, an account will be opened in your
name(s) to hold the shares of GE stock you buy. The shares in the account will
be held in "book entry" form. Instead of receiving stock certificates, you will
receive statements of your account. You may obtain stock certificates for shares
held in your account at any time, upon request and without charge.
DIVIDENDS. You may choose to reinvest dividends on any or all shares in your
Plan account, or to receive cash dividends. If you have your dividends
reinvested, the shares purchased will be added to your Plan account. There is no
fee for dividend reinvestment.
ADDITIONAL PURCHASES. You may make additional purchases of GE stock through the
Plan. You may buy from $10.00 up to $10,000.00 of GE stock per transaction, as
often as once a week. Purchases paid by check or money order incur a $3.00 fee
per transaction. You may also make automatic monthly purchases by means of
electronic funds transfer from your bank, for a $1.00 fee per transaction.
SAFEKEEPING. You may send your GE stock certificates to us for safekeeping. The
shares will be converted to book entry shares held in a Plan account. You may
obtain stock certificates for shares held in your account at any time. There is
no fee for safekeeping or for delivery of certificates upon request.
SELLING SHARES IN YOUR ACCOUNT. You may sell shares held in your account, at the
market price. A transaction fee of $10.00, plus $0.15 per share, will be
deducted from the proceeds.
TRANSFERRING SHARES. You may transfer shares in your account to another person
without charge.
CONTACTING US. GE's transfer agent, The Bank of New York, acts as agent for
participants in the Plan and administers the Plan for GE. You can contact us by:
Telephone: 1-800-STOCK-GE (1-800-786-2543)
Internet: http://www.ge.com
Mail: GE Stock Direct; c/o The Bank of New York
P.O. Box 19552; Newark, NJ 07195-0552
Courier: GE Stock Direct; c/o The Bank of New York
101 Barclay Street; New York, NY 10007
FORMS. Each Plan statement that you receive will contain a tear-off form that
can be used for any future Plan transactions. Call us for additional forms.
TRANSACTION FEES. You are responsible for the transaction fees described in this
Prospectus. Non-record holders will be charged a one-time $7.50 registration
fee. Beginning June 1, 1998, the fees shown below for additional purchases and
sales of stock will apply to EACH purchase or sale in your account. THERE ARE NO
FEES FOR DIVIDEND REINVESTMENT OR SAFEKEEPING. Except as described in this
Prospectus, GE pays the costs of administering the Plan.
Purchase by check or money order....................$3.00
Monthly purchase by automatic withdrawal............$1.00
Sale of stock .....................................$10.00
+ $0.15 per share
BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY.
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<PAGE>
4
HOW THE PLAN WORKS
1. HOW DO I ENROLL IN THE PLAN?
To enroll in the Plan, you must be a record owner of GE stock, or you can
become a record owner by buying stock through the Plan and enrolling that stock
in the Plan at the same time. Both methods are described below. IF YOU HAVE AN
ACCOUNT IN THE DRSPP ON JUNE 1, 1998, YOU WILL AUTOMATICALLY BE ENROLLED IN THE
PLAN AND YOUR DRSPP ACCOUNT WILL BE CHANGED TO A PLAN ACCOUNT, WITHOUT ANY
ACTION ON YOUR PART. If you live outside the U.S., see "Foreign Participation"
on page 12 of this Prospectus.
A. IF YOU ARE A RECORD OWNER (which means that you already own at least one
share of GE stock in your name), request an enrollment package by calling
1-800-STOCK-GE (1-800-786-2543). Enrollment packages are generally mailed
within seven days after we receive your request. Complete and mail back the
enrollment form.
B. You can BECOME A RECORD OWNER in several ways:
o You can buy GE stock through the Plan, and enroll those shares in the
Plan at the same time. Request a "New Account Application" by calling
1-800-STOCK-GE (1-800-786-2543), or download the application at
http://www.ge.com. Complete and mail back the application. The minimum
initial purchase is $250.00, and the registration fee is $7.50.
Enclose a check or money order payable to "GE Stock Direct" in U.S.
dollars, drawn on a U.S. bank, for the GE stock you are purchasing
plus the registration fee. Do not send cash.
o If you own GE stock in another name (e.g. in a broker, bank, trust or
other nominee name), you can arrange with the nominee to transfer at
least one share of stock into your name, and then follow the
instructions for record owners in A. above. If you do not wish to
transfer shares held in nominee name, you can buy shares in your name
through the Plan and immediately enroll them in the Plan, as described
above.
o You can buy at least one share of GE stock in your name through a
broker or other vendor, and then follow the instructions for record
owners in A. above.
2. HOW CAN I BUY ADDITIONAL SHARES THROUGH THE PLAN?
After you have opened a Plan account, you can buy additional shares
(including fractional shares) by mail. You can also arrange for automatic,
monthly purchases. Each method is described below. Each purchase can be for a
minimum of $10.00 up to a maximum of $10,000.00. Use the tear-off form found on
each Plan statement. Call us for additional forms.
You may pay by check or money order payable to "GE Stock Direct" in U.S.
dollars, drawn on a U.S. bank, in the amount of the purchase price, plus the
$3.00 transaction fee. Third party checks and foreign checks will not be
accepted and will be returned to the sender. Do not send cash. Send the
completed form and payment to the Plan.
Purchases are credited to Plan accounts weekly. Because purchases are
credited only weekly, there may be a delay of up to five business days between
the date we receive your funds and the date that stock is credited to your Plan
account. You will not receive interest on cash held by the Plan pending
investment.
<PAGE>
5
If a check submitted to pay for additional shares is returned unpaid to us,
we will resell the shares purchased in reliance on the unpaid check. We may
liquidate shares in that account to reimburse us for transaction fees for the
purchase and sale, plus any loss incurred on reselling the shares.
AUTOMATIC MONTHLY PURCHASES BY AUTOMATIC WITHDRAWAL. You may authorize us
to make automatic monthly purchases of a specified dollar amount of GE stock,
paid for by automatic withdrawal from your bank account by electronic funds
transfer. There will be a $1.00 charge for each transaction.
Use the tear-off form on your Plan statement to authorize monthly purchases
and automatic withdrawals. Funds generally will be withdrawn from your bank
account on the 25th day of each month (or the next business day if the 25th is
not a business day). Purchases will be made within one week after the
withdrawal. Allow four to six weeks for the initial withdrawal. To terminate
monthly purchases by automatic withdrawal, you must send us written, signed
instructions.
3. DO I HAVE TO HAVE DIVIDENDS REINVESTED?
Dividend reinvestment is a service offered by the Plan at no charge, but it
is not required. When you enroll in the Plan, you will indicate whether you want
the dividends on any or all of the shares in your account reinvested. IF YOU DO
NOT INDICATE A PREFERENCE, DIVIDENDS ON THE SHARES HELD IN YOUR PLAN ACCOUNT ON
THE DIVIDEND RECORD DATE WILL BE REINVESTED IN ADDITIONAL SHARES OF GE STOCK ON
THE DIVIDEND PAYMENT DATE.
If you choose to receive cash dividends on any of the shares in your
account, you may receive them either as electronic funds deposited to the bank
account you indicate on your enrollment form, or as a check mailed to the
address listed for your account.
You may change your election regarding dividend reinvestment or payment at
any time, using the form on your Plan statement. Any changes will be effective
as of the next record date after we receive notice of the change.
You should note that under U.S. federal income tax law, dividends are
taxable to you even if your dividends are reinvested through the Plan. We will
mail you a Form 1099-DIV reporting your dividends (including reinvested
dividends), shortly after the close of each calendar year.
4. HOW ARE SHARES PURCHASED FOR MY ACCOUNT?
The Bank of New York ("BNY"), GE's transfer agent and the agent for Plan
participants, will buy the shares for your Plan account. BNY may buy shares in
the public markets or in privately negotiated transactions. BNY may also buy
shares of GE stock held in GE's treasury, which are shares of GE stock
previously sold into the public markets and later repurchased by GE. Purchases
generally will be made for the Plan once each week. If demand requires,
purchases may be made over several days for the weekly crediting to Plan
accounts.
BNY may use BNY ESI & Co., a wholly owned subsidiary of BNY, to execute
purchases and sales for Plan participants.
5. WHAT PRICE WILL I PAY FOR SHARES?
If BNY buys your shares from GE's treasury, the price will be the average
of the high and low prices on the New York Stock Exchange Composite Tape for GE
stock on the date of purchase.
If BNY buys your shares in the public markets or in privately negotiated
transactions, the share price will be the average price of all shares purchased
for the weekly crediting to Plan accounts. Any applicable brokerage fees will be
paid by GE and may be considered income to the participant.
These share prices apply whether BNY is purchasing shares for your
initial enrollment, purchasing additional shares for your account, or
reinvesting dividends.
When you send in a payment or have funds automatically withdrawn to buy GE
stock, BNY will use your funds to buy the number of shares (including fractional
shares to four decimal places) that can be purchased with your funds at the
price described above, after deducting the transaction fees.
<PAGE>
6
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Non-record holders will be charged a one-time $7.50 registration fee (see
Question 1). All Plan participants will be charged the fees shown below for EACH
additional purchase of stock by the Plan. There are no fees for dividend
reinvestment.
o Purchase by check or money order.....................$3.00
o Monthly purchase by automatic withdrawal ............$1.00
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6. HOW CAN I KEEP TRACK OF ACCOUNT ACTIVITY?
We will mail you quarterly statements of your account balance and activity.
In addition, whenever there is activity in your account such as an additional
purchase of shares, or withdrawal, transfer or sale of shares, we will mail you
a separate written confirmation of that transaction.
You can get an update on your account information by calling 1-800-STOCK-GE
(1-800-786-2543) and following the instructions on the automated telephone
system. You can also speak with us, by calling the same number during normal
business hours.
Be sure to keep your Plan statements for income tax purposes. If you
believe that an error has been made in your Plan records, or that Plan mailings
to you are being misdirected, lost or stolen, promptly contact us.
7. WHAT IS SAFEKEEPING? HOW DOES IT WORK?
Safekeeping is a service provided by the Plan. If you have GE stock
certificates, you may send them to us for deposit as book entry shares held in a
Plan account. With safekeeping, you no longer bear the cost and risk associated
with the storage, loss, theft, or destruction of stock certificates. You also
may use the Plan's stock selling services if you wish to sell the shares.
To use the safekeeping service, send your certificates to us by registered
mail, insured for 2% of the current market value of the shares. Include signed,
written instructions to us to deposit the shares in a Plan account for
safekeeping. DO NOT ENDORSE THE CERTIFICATES OR COMPLETE THE ASSIGNMENT SECTION
ON THE BACK OF THE CERTIFICATES. Indicate whether you want to reinvest dividends
on the shares or receive cash dividends. IF YOU DO NOT INDICATE A PREFERENCE,
DIVIDENDS ON SHARES SUBMITTED FOR SAFEKEEPING WILL BE REINVESTED. We will mail
you confirmation of your deposited certificates, generally with two weeks after
receipt.
8. CAN I GET CERTIFICATES FOR SHARES IN MY ACCOUNT?
You may obtain certificates at any time, on request and without charge. Use
the form on your Plan statement to order certificates. We will issue
certificates in the exact name(s) shown on the account. To have certificates
issued in a different name, follow the procedures in Question 9. We will send
the certificates by first class mail, generally within two weeks after receiving
your request.
Certificates are issued for full shares only. If you request an amount
which includes a fractional share, we will liquidate the fractional share and
send you a check for the current market value of the fractional share.
You can continue to reinvest dividends on shares through the Plan, even
though you receive certificates.
9. CAN I TRANSFER PLAN SHARES TO ANOTHER PERSON?
You can transfer shares to a person who has a Plan account, or you can set
up a new Plan account for a person who does not have one, using shares
transferred from your account.
You can also transfer shares by ordering certificates for shares in your
account issued in the name of another person. We will send the certificates to
the new owner by first class mail.
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7
IF YOU WISH TO TRANSFER SHARES, WE MUST HAVE WRITTEN INSTRUCTIONS, WITH
YOUR SIGNATURE ON THE WRITTEN INSTRUCTIONS GUARANTEED BY A BANK OR BROKER
PARTICIPATING IN THE NYSE MEDALLION SIGNATURE GUARANTEE PROGRAM. This helps
ensure that only the owner of the account can have shares transferred to a
different account or name. Provide the name, address, and social security or tax
identification number of the new owner.
When you have shares transferred to another account or have certificates
issued in a different name, those shares will be considered withdrawn from your
Plan account. Beginning with the first dividend record date after the change in
ownership, dividends on those shares will be paid to the new owner. DIVIDENDS ON
SHARES HELD IN THE NEW PLAN ACCOUNT WILL BE REINVESTED, UNLESS THE NEW ACCOUNT
OWNER DIRECTS US TO PAY DIVIDENDS IN CASH. Dividends on certificates issued in a
new name will be paid by check mailed to the address of the new owner.
10. HOW CAN I SELL SHARES IN MY PLAN ACCOUNT?
To sell shares, complete and mail the tear-off form on your Plan statement
(or call us for additional forms). BNY will sell your Plan shares at the current
market price on the New York Stock Exchange, within four business days after we
receive your request to sell. Sales are processed twice weekly. There is a
transaction fee of $10.00, plus $0.15 per share, for each sale of Plan shares.
These fees will be deducted from the proceeds of the sale. We will mail your
check for the net proceeds of the sale, with a Form 1099B reporting the sale of
shares for income tax purposes, within three business days after the sale. You
will not receive interest on sales proceeds held pending disbursement.
Of course, you may also sell your shares through a stockbroker of your
choice, or privately. In either case, request certificates for your shares (see
Question 8 above) and proceed as you would to sell any other stock for which you
have the certificates.
Please note that if your Plan account holds less than one full share, we
may close the account, liquidate the fractional share and send you a check
representing the market value of the fractional share that was in the account.
11. HOW CAN I CLOSE MY ACCOUNT?
You can close your account at any time using the tear-off form on your Plan
statement. Your account will be closed within four business days after we
receive your written instructions.
When your account is closed, we will send you certificates representing all
of the full shares in your account, registered in the same name as that of the
account. (If you wish a different registration, please see Question 9 above.) We
will liquidate any fractional share in your account and send you a check for the
proceeds.
Alternatively, you may direct us to sell any or all of the shares in your
account. If shares are sold, a liquidation fee of $10.00 plus $0.15 per share
will be deducted from the proceeds, and we will mail you a check for the net
proceeds and a Form 1099B for income tax purposes. You will not receive interest
on sales proceeds held pending disbursement.
To close an account on the death of a sole account holder, the executor
should contact us for specific instructions (refer to page 3 for contact
information).
After your account is closed, dividends on any shares of GE stock you hold
will be sent to you at the address you provide, or automatically deposited in
your bank account in accordance with your instructions.
ADDITIONAL INFORMATION ABOUT THE PLAN
VOTING. If you have a Plan account, you will receive proxy materials,
reports to share owners, and other materials sent to GE share owners. The proxy
card you receive will represent both the full and fractional shares in your Plan
account, AND shares for which you hold certificates that are not in your Plan
account.
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8
DIVIDENDS. The Board of Directors determines dividend record and payment
dates, and dividend rates. The Board of Directors may change the amount and
timing of dividends at any time, without notice.
STOCK SPLITS AND STOCK DIVIDENDS. Your Plan account will be adjusted to
reflect any additional shares of GE stock distributed as a stock split, stock
dividend or other distribution based on the shares of GE stock held in your name
(including shares not held in your Plan account). You can obtain certificates
for such additional shares at any time and without charge. See Question 8.
RESPONSIBILITY. Neither GE nor the Plan will be liable for actions taken in
good faith in administering the Plan, or for actions required by law, or for
good faith omissions to act. This includes any claims for liability relating to
the prices at which shares are purchased or sold for your account, the dates of
purchases or sales, or any changes in the market value of GE stock.
Your account represents an investment in GE stock, which may increase or
decrease in value. You are responsible for the investment decisions regarding
your Plan investments. Neither GE nor the Plan can provide investment advice.
Tax consequences of participating in the Plan can vary depending on each
participant's tax situation. You are responsible for consulting with tax
advisors to determine the tax effect of Plan participation in light of current
and proposed federal, state, local, foreign and other tax laws.
You are responsible for costs that you incur in connection with Plan
participation -- for example, the cost of sending certificates or other
materials to us, fees that your bank may charge you for electronic funds
transfer, or delivery fees for certificates or payments we send to you by means
other than first class mail, at your request.
CHANGES IN THE PLAN. This Prospectus (including any supplements or
revisions that may be distributed in the future) sets forth the terms of the
Plan. GE may change the terms of the Plan, including applicable fees, or
terminate the Plan, at any time. We will mail you a supplemental or revised
prospectus before any material changes in the Plan are effective. GE and BNY may
change their administrative procedures without notice, if the changes do not
change material terms of the Plan.
FOREIGN PARTICIPATION. If you live outside the U.S., you should first
determine if there are any laws or governmental regulations that would prohibit
your participation in the Plan, or affect the terms of the Plan. GE has the
right to terminate participation of any share owner if it deems it advisable
under any foreign laws or regulations. Tax consequences of Plan participation
may vary under foreign laws or regulations, and you should determine the tax
treatment of Plan features, such as dividend reinvestment, before you decide to
invest through the Plan. Call (713) 651-5065 for more information.
USE OF PROCEEDS. Proceeds from the sale of GE treasury shares through the
Plan, if any, will be used by GE for general corporate purposes.
LEGAL MATTERS. The Plan is governed by the laws of the State of New York,
GE's state of incorporation. GE's Corporate Counsel, Robert E. Healing, has
given GE his legal opinion regarding the validity of the GE stock offered by
this Prospectus.
INDEPENDENT PUBLIC ACCOUNTANTS. KPMG Peat Marwick LLP, independent
certified public accountants, audited GE's consolidated financial statements for
the year ended December 31, 1997. GE's Annual Report on Form 10-K includes these
financial statements and the auditors' report. This Prospectus incorporates the
financial statements and report by reference, relying on KPMG Peat Marwick LLP's
authority as experts in accounting and auditing.
INFORMATION ABOUT GE
GE is a diversified technology, manufacturing and services company. GE
operates in more than 100 countries around the world, including 250
manufacturing plants in 26 different nations. GE employs 276,000 people
worldwide, including 165,000 in the United States. For the year ended December
31, 1997, GE reported revenues of $90.84 billion, and net earnings of $8.20
billion. GE's principal executive offices are located at 3135 Easton Turnpike,
Fairfield, CT 06431 (telephone (203) 373-2211).
<PAGE>
9
WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT GE. GE files annual, quarterly
and special reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy any such reports, statements or
other information that GE files, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Room. GE's SEC filings are also
available from the New York Stock Exchange, from commercial document retrieval
services and from the Internet site maintained by the SEC at http://www.sec.gov.
The SEC allows GE to "incorporate by reference" the information it files
with the SEC. This means that important disclosures contained in GE's SEC
filings, although not repeated in this Prospectus, are considered to be included
in this Prospectus, because the filings are listed below. Later information
filed with the SEC will update and supersede the information in the documents
listed below. These later filings also will be considered to be included in this
Prospectus. The documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended, comprise the incorporated documents:
1. GE's Annual Report on Form 10-K for the year ended December 31, 1997.
2. The description of GE stock contained in the Registration Statement on
Form S-4 (File No. 333-30845), and any document filed which updates
such description.
For information about the Plan or GE, you should rely only on the
information contained in this Prospectus or incorporated by reference. GE has
not authorized anyone else to provide you with different or additional
information. The information in this Prospectus is accurate as of the date of
the Prospectus (March __, 1998). This information will be updated by means of
supplemental or revised prospectuses, and by the future filing of GE's reports
with the SEC, described above.
GE will provide, without charge, a copy of any or all of the documents
incorporated by reference in this Prospectus (but not exhibits to such
documents, unless the exhibits are specifically incorporated by reference in
such documents). Direct your request for copies to GE Corporate Investor
Communications; 3135 Easton Turnpike; Fairfield, CT 06431 (telephone (203)
373-2816). Information about GE is also available at GE's Internet site at
http://www.ge.com.
<PAGE>
10
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Accounting Fees............................................$ 1,500
Legal Fees...................................................20,000
Printing and Mailing Expenses...............................230,000
Miscellaneous................................................10,000
Total Expenses..................................$261,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6 of the Registrant's Certificate of Incorporation, as amended, provides
as follows:
A person who is or was a director of the corporation shall have no personal
liability to the corporation or its shareholders for damages for any breach
of duty in such capacity except that the foregoing shall not eliminate or
limit liability where such liability is imposed under the Business
Corporation Law of the State of New York.
Article XI of the Registrant's By-laws, as amended, provides as follows:
A. The Company shall, to the fullest extent permitted by applicable law as the
same exists or may hereafter be in effect, indemnify any person who is or
was or has agreed to become a director or officer of the Company and who is
or was made or threatened to be made a party to or involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or
in the right of any other corporation, of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the fact
that he or she is or was or has agreed to become a director or officer of
the Company, or is or was serving or has agreed to serve such other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid or
to be paid in settlement, taxes or penalties, and costs, charges and
expenses, including attorney's fees, incurred in connection with such
action or proceeding or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i)
his or her acts were committed in bad faith or were the result of active
and deliberate dishonesty and, in either case, were material to the cause
of action so adjudicated, or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled. The benefits of this Paragraph a shall extend to the heirs and
legal representatives of any person entitled to indemnification under this
paragraph.
B. The Company may, to the extent authorized from time to time by the board of
Directors, or by a committee comprised of members of the Board or members
of management as the Board may designate for such purpose, provide
indemnification to employees or agents of the Company who are not officers
or directors of the Company with such scope and effect as determined by the
Board, or such committee.
C. The Company may indemnify any person to whom the Company is permitted by
applicable law to provide indemnification or the advancement of expenses,
whether pursuant to rights granted pursuant to, or provided by, the New
York Business Corporation Law or other rights created by (i) a resolution
of shareholders, (ii) a resolution of directors, or (iii) an agreement
providing for such indemnification, it being expressly intended that these
By-laws authorize the creation of other rights in any such manner. The
right to be indemnified and to the reimbursement or advancement of expenses
incurred in defending a proceeding in advance of its final disposition
authorized by this Paragraph C shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, by-laws, agreement, vote of
shareholders or disinterested directors or otherwise.
<PAGE>
11
D. The right to indemnification conferred by Paragraph A shall, and any
indemnification extended under Paragraph B or Paragraph C may, be
retroactive to events occurring prior to the adoption of this Article XI,
to the fullest extent permitted by applicable law.
E. This Article XI may be amended, modified or repealed either by action of
the Board of Directors of the Company or by the vote of the shareholders.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or event arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act as is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
12
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-3, and has duly caused this Amendment No.
1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on
March 27, 1998.
GENERAL ELECTRIC COMPANY
By: *DENNIS D. DAMMERMAN
Senior Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
*Dennis D. Dammerman Senior Vice President-Finance
Principal Financial Officer
/s/Philip D. Ameen Vice President and Comptroller March 27, 1998
- ------------------- Principal Accounting Officer
Philip D. Ameen
*John F. Welch, Jr. Chairman of the Board of Directors
Principal Executive Officer
*James I. Cash, Jr. Director
*Silas S. Cathcart Director
*Paolo Fresco Director
*Claudio X. Gonzalez Director
*Gertrude G. Michelson Director
*Eugene F. Murphy Director
*Sam Nunn Director
*John D. Opie Director
*Frank H. T. Rhodes Director
*Douglas A. Warner III Director
A Majority of the Board of Directors
*By:/s/Philip D. Ameen
-----------------------
Philip D. Ameen, Attorney-in-Fact
<PAGE>
13
EXHIBIT INDEX
Exhibit 4: Restated Certificate of Incorporation and By-laws of the
Registrant, incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated April 28, 1997.
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**
- --------------------------------
* Filed electronically herewith.
** Previously filed electronically.
EXHIBIT 5
March 27, 1998
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 the Registration Statement
on Form S-3 (Registration No. 333-46551)(the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of 6,000,000 shares of common
stock of the Company, $0.16 par value, plus, as of June 1, 1998, pursuant to
Rule 429 under the Act, no more than 4,270,608 shares of common stock of the
Company remaining unsold as of June 1, 1998 under Registration Statement No.
33-44593 (collectively, the "Shares"), which Shares are to be offered and sold
by the Company through GE Stock Direct (the "Plan").
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 as an Exhibit to the Registration Statement.
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
No. 333-46551 on Form S-3 of General Electric Company of our report dated
February 13, 1998 relating to the statement of financial position of General
Electric Company and consolidated affiliates as of December 31, 1997 and 1996
and the related statements of earnings and cash flows for each of the years in
the three-year period ended December 31, 1997, and the related schedule, which
report appears in the December 31, 1997 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 27, 1998
