As filed with the Securities and Exchange Commission on March 25, 1999
REGISTRATION NO. 333-74417
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New York 3724 14-0689340
- ------------------------------- --------------------------- ------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(203) 373-2211
(Address and telephone number of Registrant's Principal Executive Offices)
Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(203) 373-2243
(Name, address and telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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.
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Prospectus
March 25, 1999
2,200,000 Shares
GENERAL ELECTRIC COMPANY
Common Stock
This prospectus relates to 2,200,000 shares of common stock of General
Electric Company. GE may issue these shares from time to time when acquiring
assets, businesses or securities, whether by purchase, merger, or any other form
of business combination.
Symbol: GE
Exchange: NYSE
Recent Price: $106.5625 on March 23, 1999
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.
<PAGE>
TABLE OF CONTENTS Page
Information About GE...........................................................2
Where to Obtain Additional Information About GE................................2
The Offering...................................................................3
Legal Matters..................................................................4
Independent Public Accountants.................................................4
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INFORMATION ABOUT GE
GE is a diversified technology, manufacturing and services company. GE
operates in more than 100 countries around the world, including 280
manufacturing plants in 26 different nations. At December 31, 1998, GE and its
consolidated affiliates employed 293,000 people worldwide, including 163,000 in
the United States. For the year ended December 31, 1998, GE reported revenues of
$100.5 billion, and net earnings of $9.3 billion. GE's principal executive
offices are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone
(203) 373-2211).
WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT GE
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT GE THAT IS NOT INCLUDED IN THIS PROSPECTUS. GE WILL PROVIDE,
WITHOUT CHARGE, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. DIRECT YOUR REQUEST FOR COPIES TO GE CORPORATE INVESTOR
COMMUNICATIONS, 3135 EASTON TURNPIKE, FAIRFIELD, CT 06431 (TELEPHONE (203)
373-2816). TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER
THAN FIVE BUSINESS DAYS BEFORE THE DATE THAT YOU MUST MAKE YOUR INVESTMENT
DECISION.
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.
Information about GE is also available at GE's Internet site at
http://www.ge.com.
<PAGE>
The SEC allows GE to "incorporate by reference" the information it
files with the SEC. This means that GE's SEC filings, containing important
disclosures, may be listed rather than repeated in full in this prospectus. In
addition, GE's filings with the SEC after the date of this prospectus will
update the information in this prospectus and the incorporated filings. 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:
o GE's Annual Report on Form 10-K for the year ended December 31, 1998.
o The description of GE stock contained in the Registration Statement on Form
S-4 (File No. 333-30845).
For information about 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.
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.
THE OFFERING
This prospectus relates to 2,200,000 shares of GE common stock that
GE may issue when acquiring assets, businesses or securities, by any form of
business combination. The price of the GE stock issued in connection with these
acquisitions will be related to the market price of GE stock at or about the
time of the acquisition agreement or the time GE delivers the shares. The terms
of the acquisitions will be determined by negotiations with the owners or
controlling persons of the assets, businesses or securities being acquired.
GE will not pay underwriting discounts or commissions in connection
with these acquisitions, but finder's fees may be paid in connection with
certain acquisitions. The SEC may consider any person receiving finder's fees to
be an "underwriter" within the meaning of the Securities Act of 1933. The SEC
also may consider any profit on the resale of shares of common stock purchased
by persons receiving finder's fees to be underwriting commissions or discounts
under the Securities Act.
<PAGE>
LEGAL MATTERS
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 LLP, independent certified public accountants, audited GE's
consolidated financial statements as of December 31, 1998 and 1997, and for each
of the years in the three-year period ended December 31, 1998. 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 LLP's authority as experts in accounting and
auditing.
* * *
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. 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: 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.
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. 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. 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. 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. See Exhibit Index.
ITEM 22. UNDERTAKINGS. (a) 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
<PAGE>
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, or Form F-3, 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.
(b) 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.
(c) 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.
(d) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.
(e) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant 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 25, 1999.
GENERAL ELECTRIC COMPANY
By: Robert E. Healing
--------------------------
Corporate Counsel
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 LLP**
Exhibit 23(b): Consent of Robert E. Healing (included in Exhibit 5)*
Exhibit 24(a): Power of Attorney of certain Officers and Directors of GE*
Exhibit 24(b): Power of Attorney of Keith S. Sherin*
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* Filed previously.
** Filed electronically herewith.
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
We consent to the use of our report incorporated by reference in the
Registration Statement on Form S-4 of General Electric Company, which report
dated February 12, 1999 relates to the statement of financial position of
General Electric Company and consolidated affiliates as of December 31, 1998 and
1997 and the related statements of earnings, changes in share owners' equity and
cash flows for each of the years in the three-year period ended December 31,
1998 and appears in the December 31, 1998 annual report on Form 10-K of General
Electric Company.
We also consent to the reference to our firm as experts under the heading
"Independent Public Accountants" in the Registration Statement.
KPMG LLP
Stamford, Connecticut
March 25, 1999
