As filed with the Securities and Exchange Commission on February 19, 1998
REGISTRATION NO. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 of (I.R.S. Employer Identification No.)
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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------- ---------------- --------------------- -------------------------- ------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED SHARE <F2> PRICE <F2> REGISTRATION FEE
REGISTERED <F1>
- ---------------------------- ---------------- --------------------- -------------------------- ------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.16 par 6,000,000 $77.9063 $467,437,500.00 $137,894.06
value shares
- ---------------------------- ---------------- --------------------- -------------------------- ------------------
<FN>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) 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.
</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, as of ______________, 1998, ____________ shares of Common
Stock previously registered and unsold under Registration Statement No.
33-47500.
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>
PROSPECTUS
GE STOCK DIRECT
GE Stock Direct offers investors the opportunity to:
o Buy shares of General Electric Company ("GE") common stock
through GE Stock Direct, 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.
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 __________, 1998.
<PAGE>
This Prospectus describes the GE Stock Direct Plan (the "Plan"). 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.
The Plan 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 Plan account on that date, without any action on
your part. This Prospectus replaces the prospectus for the DRSPP, as of June 1,
1998.
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 enrollment 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 or transfer into the
account. 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, directly
from GE, through the Plan. You may buy up to $10,000.00 worth of GE stock per
week, paid by check or money order, for 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. Shares purchased will be added to
your Plan account.
SAFEKEEPING. You may send your GE stock certificates to the Plan for
safekeeping. The shares will be converted to book entry shares held in your Plan
account. You may obtain certificates 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 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 THE PLAN. GE Stock Direct, a unit of GE's transfer agent, The Bank of
New York, acts as agent for participants in the Plan. You can contact GE Stock
Direct by:
Telephone: 1-800-STOCK-GE (1-800-786-2543)
Internet: http://stock.bankofny.com/ge
Mail: GE Stock Direct; c/o Bank of New York
P.O. Box 19552; Newark, NJ 07195-0552
Courier: GE Stock Direct; c/o Bank of New York
101 Barclay Street, 11-E; New York, NY 10007
FORMS. Each Plan statement that you receive will contain a tear-off form that
can be used for any Plan transaction. You can obtain additional forms by calling
or e-mailing GE Stock Direct.
TRANSACTION FEES. Plan participants are responsible for the transaction fees
listed below. Non-record holders will be charged a one-time $7.50 enrollment
fee. GE pays all other costs of administering the Plan. All participants should
note that, beginning June 1, 1998, the fees shown below for purchases and sales
of stock will apply to EACH purchase or sale in your account. THERE ARE NO FEES
FOR DIVIDEND REINVESTMENT OR SAFEKEEPING.
o Additional purchase by check or money order $3.00
o Monthly purchase by automatic withdrawal $1.00
o 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.
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 when you enroll. 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 and without charge.
1. 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). You can also download enrollment materials
at http://www.ge.com or http://stock.bankofny.com/ge. Complete and mail
back the enrollment form.
2. You can BECOME A RECORD OWNER in several ways:
o You can buy GE stock through the Plan at the time you enroll in
the Plan. Request an enrollment package by calling 1-800-STOCK-GE
(1-800-786-2543), or download enrollment materials at
http://www.ge.com or http://stock.bankofny.com/ge. Complete and mail
back the enrollment form. The minimum initial purchase is $250.00, and
the enrollment fee is $7.50. You should enclose a check or money order
payable to "GE Stock Direct" in U.S. dollars, drawn on a U.S. bank, as
payment for the GE stock you are purchasing plus the enrollment fee.
Do not send cash. Purchases are made weekly, generally on Wednesday
(or the next business day if Wednesday is not a business day).
o If you wish to arrange for automatic monthly purchases
through electronic funds transfer, complete that section of the
enrollment form. You can expect that it will take four to six
weeks to begin automatic monthly purchases. Purchases are made on
the 25th of each month (or the next business day if the 25th is
not a business day).
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 1. above. If you do not wish to
transfer shares held in nominee name, you can enroll in the Plan by
purchasing shares in your name at the time of enrollment, as described
above.
o You can purchase 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 1. above.
2. HOW CAN I BUY ADDITIONAL SHARES OF GE STOCK THROUGH THE PLAN?
After you have opened a Plan account, you can buy additional shares by
mail. You can also arrange for automatic, monthly purchases. Each method is
described below. The minimum purchase is $10.00, and the maximum purchase is
$10,000.00 per week. You will not receive interest on cash held by GE Stock
Direct for stock purchases.
Use the tear-off form found on each Plan statement. You will also
receive forms for additional purchases of GE stock with your enrollment package.
To obtain additional forms, you can call or e-mail GE Stock Direct.
Complete the form and enclose your payment. 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 form and payment to GE Stock Direct.
Purchases generally will be made within one week after the purchase order is
received by GE Stock Direct.
Occasionally, a check submitted to pay for additional shares is
returned unpaid to GE Stock Direct. If shares have already been purchased for an
account in reliance on that check, then GE Stock Direct will resell the shares
purchased in reliance on the unpaid check. GE Stock Direct may liquidate shares
in the account to reimburse it for transaction fees for the sale, plus any loss
incurred on selling the shares.
AUTOMATIC MONTHLY PURCHASES BY AUTOMATIC WITHDRAWAL. You may authorize
GE Stock Direct 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 mail-in form (the same form used for additional purchases) to
authorize monthly purchases and automatic withdrawals. Funds generally will be
withdrawn from your bank account on the __ th day of each month (or the next
business day if the __th is not a business day). Purchases will be made on the
25th of each month (or the next business day if the 25th is not a business day).
Allow four to six weeks for the initial purchase. To terminate monthly purchases
by automatic withdrawal, you must send GE Stock Direct written, signed
instructions.
3. DO I HAVE TO HAVE DIVIDENDS REINVESTED ON THE SHARES IN MY ACCOUNT?
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 and at no charge, using the form on your Plan statement. Any
changes will be effective as of the next record date after GE Stock Direct
receives 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. GE Stock
Direct will mail you a Form 1099-DIV reporting your dividends (including
reinvested dividends), shortly after the close of each calendar year.
4. HOW ARE THE SHARES PURCHASED FOR MY ACCOUNT?
GE Stock Direct will buy the shares for your Plan account. GE Stock
Direct may buy shares in the public markets or in privately negotiated
transactions. GE Stock Direct may also buy shares of GE stock held in GE's
treasury, which are shares of GE stock previously issued and later repurchased
by GE. Purchases generally will be made by GE Stock Direct once each week.
GE Stock Direct, a unit of The Bank of New York, GE's transfer agent,
may use BNY Brokerage Services, Inc., a wholly owned subsidiary of The Bank of
New York, to execute purchases and sales for Plan participants.
5. WHAT PRICE WILL I PAY FOR SHARES I BUY THROUGH THE PLAN?
If GE Stock Direct 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 Plan participants by GE Stock Direct on that date.
If GE Stock Direct 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.
These share prices apply whether GE Stock Direct is buying shares for
your initial enrollment, or purchasing additional shares for your account, or
reinvesting dividends. When you send in a payment or have funds automatically
withdrawn to buy GE stock, GE Stock Direct will use your funds to purchase the
number of shares (including fractional shares to ___ decimal places) that can be
purchased with your funds at the price described above, after deducting the
transaction fees. Because purchases are made once weekly, there may be a delay
of up to five business days between the date GE Stock Direct receives your funds
and the date that stock is purchased for your Plan account.
- --------------------------------------------------------------------------------
Non-record holders will be charged a one-time $7.50 enrollment fee. All Plan
participants will be charged the fees shown below for EACH additional purchase
of stock by GE Stock Direct. There are no fees for dividend reinvestment.
o Purchase by check or money order.....................................$3.00
o Monthly purchase by automatic withdrawal ............................$1.00
- --------------------------------------------------------------------------------
6. HOW CAN I KEEP TRACK OF MY ACCOUNT ACTIVITY?
GE Stock Direct will mail you quarterly statements of your account
balance and activity. The statements will be mailed on or about the 30th day of
each January, April, July and October.
In addition, whenever there is activity in your account such as an
additional purchase of shares, or withdrawal, transfer or sale of shares, GE
Stock Direct 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 using the automated telephone system. You
can also speak with a Plan representative, 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 GE Stock Direct.
7. WHAT IS SAFEKEEPING? HOW DOES IT WORK?
Safekeeping is a service provided by GE Stock Direct. If you have GE
stock certificates, you may send them to GE Stock Direct for deposit as book
entry shares held in a Plan account. With safekeeping, you no longer bear the
risk and cost associated with the 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 GE Stock
Direct by registered mail, insured for 2% of the current market value of the
shares. Include signed, written instructions to GE Stock Direct 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.
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. You can
continue to reinvest dividends on shares through the Plan, even though you
receive certificates. Certificates will be issued in the exact name(s) shown on
the account, unless you follow the procedures in Question 9. below to have them
issued in a different name. Delivery will be by first class mail.
Certificates are issued for full shares only. If you request an amount
which includes a fractional share, GE Stock Direct will liquidate the fractional
share and send you a check for the current market value of the fractional share.
You should receive the certificates and check within two weeks after making your
request to GE Stock Direct.
9. CAN I TRANSFER PLAN SHARES TO ANOTHER PERSON?
You can transfer Plan shares to another person, either in or out of the
Plan. You can transfer shares to a person who has a Plan account, or you can set
up a new Plan account for another person by 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.
If you wish to transfer shares, GE Stock Direct must have your written
instructions, with your signature on the written instructions guaranteed by a
bank or broker participating in the NYSE Medallion 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 A PLAN ACCOUNT WILL BE REINVESTED, UNLESS
THE NEW ACCOUNT OWNER DIRECTS GE STOCK DIRECT 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. WILL THE SHARES STILL BE IN MY PLAN ACCOUNT AFTER I RECEIVE CERTIFICATES?
The answer to this question depends on whether you are reinvesting
dividends on those shares. If you are reinvesting dividends, then the shares
will remain in your Plan account, even though you have the certificate(s). If
you receive cash dividends on the shares, OR if you indicate that you want to
stop reinvesting dividends on the shares, the shares will be withdrawn from your
Plan account when the certificate is prepared.
For example, let's say that you have 125 shares in your account, with
dividends reinvested. If you request a certificate for 25 shares, you would
still have 125 shares in your Plan account. Dividends would continue to be
reinvested on all 125 shares even though you have a certificate for 25 of them.
If, however, you then requested certificates for all of the shares remaining in
your account, you would get a certificate for 100 shares, because you already
have the certificate for the 25 shares requested earlier.
On the other hand, if you have 125 shares in your account, and you
request a certificate for 25 shares and indicate that you want cash dividends on
those shares, you will then have 100 shares in your Plan account.
Please note that if your Plan account holds less than one full share,
GE Stock Direct may close the account, liquidate the stock and send you a check
representing the current market value of the fractional share that was in the
account. To open a new Plan account, you would need to submit a new enrollment
form.
11. HOW CAN I SELL SHARES FROM MY PLAN ACCOUNT?
To sell shares, complete and mail the tear-off form on your Plan
statement (or request additional forms from GE Stock Direct). GE Stock Direct
will sell Plan shares at the current market price on the New York Stock
Exchange, within four business days after receiving your sell order. 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, and you will receive payment of the net proceeds by check
mailed within three business days after the sale. You will not receive interest
on sales proceeds held pending disbursement.
For income tax purposes, GE Stock Direct will mail you a Form 1099-B
reporting sales of shares, attached to your check for the net proceeds of the
sale.
Of course, you may also sell your shares through the 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,
GE Stock Direct may close the account, liquidate the stock and send you a check
representing the market value of the fractional share that was in the account.
To open a new Plan account, you would need to submit a new enrollment form.
12. 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 GE
Stock Direct receives your written instructions.
When your account is closed, GE Stock Direct 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.) GE Stock Direct will liquidate any fractional share in your
account and send you a check for the proceeds.
Alternatively, you may direct GE Stock Direct to sell any or all of
the shares in your account. If shares are sold, a transaction fee of $10.00 plus
$0.15 per share will be deducted from the proceeds, and GE Stock Direct will
mail you a check for the net proceeds. 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 GE Stock Direct for specific instructions.
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
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.
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 account will be adjusted to
reflect any additional shares of GE stock distributed as a stock split, 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 GE Stock Direct 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 GE Stock Direct can provide investment
advice with respect to your Plan account.
You are responsible for costs that you incur in connection with Plan
participation -- for example, the cost of sending certificates or other
materials to GE Stock Direct, fees that your bank may charge you for electronic
funds transfer, or delivery fees for certificates or payments GE Stock Direct
sends 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. GE Stock Direct will mail you a supplemental or
revised prospectus before any material changes in the Plan are effective. GE and
GE Stock Direct 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.
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, 199_. 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) 373-2475).
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. Annual Report on Form 10-K for the year ended December 31, 199_.
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 (_________, 1998). This information will be updated by means of
supplemental or revised prospectuses, and by the future filing of GE's reports
to 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)
373-2475). Information about GE is also available at GE's Internet site at
http://www.ge.com.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Accounting Fees*..................................................$
Legal Fees*........................................................
Printing Expenses*.................................................
Service Charge including postage - The Bank of New York............
Miscellaneous*.....................................................
Total Expenses*........................................$
* To be filed by amendment.
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.
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.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Fairfield, State of Connecticut, on February 18,
1998.
GENERAL ELECTRIC COMPANY
By: *DENNIS D. DAMMERMAN
-----------------------------
Senior Vice President-Finance
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*Dennis D. Dammerman Senior Vice President-Finance
Principal Financial Officer
/S/ PHILIP D. AMEEN Vice President and Comptroller
Philip D. Ameen Principal Accounting Officer February 18, 1998
*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
</TABLE>
A Majority of the Board of Directors
*By: /S/ PHILIP D. AMEEN
----------------------------------
Philip D. Ameen, Attorney-in-Fact
<PAGE>
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.
** To be filed by amendment.
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-3 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 Company's amended dividend reinvestment and stock purchase plan, in such
form(s) 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 19th day of December, 1997.
John F. Welch, Jr.
Dennis D. Dammerman
James I. Cash, Jr.
Silas S. Cathcart
Paolo Fresco
Claudio X. Gonzalez
Gertrude G. Michelson
Eugene F. Murphy
Sam Nunn
John D. Opie
Frank H. T. Rhodes
Douglas A. Warner III
