As filed with the Securities and Exchange Commission on March 15, 1999
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. [ ]
<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 REGISTERED<F1> SHARE <F2> PRICE <F2> REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.16 par 2,200,000 $104.50 $229,900,000.00 $63,912.20
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 March 8, 1999.
</FN>
</TABLE>
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>
Registration Statement File No. 333-
PROSPECTUS
2,200,000 SHARES
GENERAL ELECTRIC COMPANY
COMMON STOCK
This Prospectus relates to an aggregate of 2,200,000 shares (the
"Shares") of common stock, par value $0.16 per share ("Common Stock"), of
General Electric Company, a New York corporation (the "Company"), which may be
issued from time to time in the future by the Company on the completion of
acquisitions of assets, businesses or securities, whether by purchase, merger,
or any other form of business combination.
It is expected that the terms of acquisitions involving the issuance
of Shares will be determined by direct negotiations with the owners or
controlling persons of the assets, businesses or securities to be acquired, and
that the shares of Common Stock issued will be valued at prices reasonably
related to the market price of the Common Stock either at the time an agreement
is entered into concerning the terms of the acquisition or at or about the time
the shares are delivered. No underwriting discounts or commissions will be paid,
although finder's fees may be paid in connection with certain acquisitions. Any
person receiving such fees may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any profit on the resale of shares of Common Stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Common Stock is traded on The New York Stock Exchange ("NYSE")
under the symbol "GE." On March 11, 1999, the last reported sales price for the
Common Stock as reported by the NYSE was $107.063 per share.
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 15, 1999
Table of Contents
Topic Page
- ----- ----
The Offering 2
General Information About GE 2
Where to Obtain Additional Information About GE 2
Legal Matters 3
Independent Public Accountants 3
<PAGE>
THE OFFERING. This Prospectus relates to an aggregate of 2,200,000
shares (the "Shares") of common stock, par value $0.16 per share ("Common
Stock"), of General Electric Company, a New York corporation (the "Company"),
which may be issued from time to time in the future by the Company on the
completion of acquisitions of assets, businesses or securities, whether by
purchase, merger, or any other form of business combination.
It is expected that the terms of acquisitions involving the issuance
of Shares will be determined by direct negotiations with the owners or
controlling persons of the assets, businesses or securities to be acquired, and
that the shares of Common Stock issued will be valued at prices reasonably
related to the market price of the Common Stock either at the time an agreement
is entered into concerning the terms of the acquisition or at or about the time
the shares are delivered. No underwriting discounts or commissions will be paid,
although finder's fees may be paid in connection with certain acquisitions. Any
person receiving such fees may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any profit on the resale of shares of Common Stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
GENERAL 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. At
December 31, 1997, GE employed 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).
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 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:
1. GE's Annual Report on Form 10-K for the year ended December 31, 1997.
2. GE's Quarterly Reports on Form 10-Q for the quarter(s) ended March 31,
June 30 and September 30, 1998. 3. 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.
Page 2 of 3
<PAGE>
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.
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.
LEGAL MATTERS. GE 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 LLP, independent certified public
accountants, audited GE's consolidated financial statements and related schedule
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997. GE's Annual Report on Form 10-K includes these
financial statements, the related schedule, and the auditors' report. This
Prospectus incorporates the financial statements, the related schedule, and
report by reference, relying on KPMG LLP's authority as experts in accounting
and auditing.
* * *
Page 3 of 3
<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;
<PAGE>
(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, 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield,
State of Connecticut, on March 15, 1999.
GENERAL ELECTRIC COMPANY
By: Philip D. Ameen
Vice President & Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
*John F. Welch, Jr. Chairman of the Board of Directors
and Chief Executive Officer
Principal Executive Officer
*Keith S. Sherin Senior Vice President-Finance
Principal Financial Officer
Philip D. Ameen Vice President and Comptroller
Principal Accounting Officer March 15, 1999
*Silas S. Cathcart Director
*Dennis D. Dammerman Director
*Claudio X. Gonzalez Director
*Andrea Jung Director
*Gertrude G. Michelson Director
*Eugene F. Murphy Director
*John D. Opie Director
*Roger S. Penske Director
*Andrew C. Sigler Director
*Douglas A. Warner III Director
A Majority of the Board of Directors
*By: 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 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*
- --------------------------------
* Filed electronically herewith.
EXHIBIT 5
March 15, 1999
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 a Registration Statement on
Form S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), of an aggregate of 2,200,000 shares of Common Stock,
$0.16 par value (the "Shares"), which are to be offered and sold by the Company
from time to time on the completion of acquisitions of assets, businesses or
securities, whether by purchase, merger, or any other form of business
combination.
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 as described
above, 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 as an Exhibit to the
Registration Statement with respect to the Shares under the 1933 Act.
Very truly yours,
Robert E. Healing
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 13, 1998 relates 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, and
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 as experts under the heading
"Independent Public Accountants" in the Registration Statement.
KPMG LLP
Stamford, Connecticut
March 15, 1999
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 Benjamin W. Heineman, Jr., Philip D.
Ameen, and Robert E. Healing, 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-4 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 including common stock to be offered and sold in
connection with business acquisitions, by the Company or its affiliates,
approved at any time or from time to time by the Acquisition Committee appointed
for such purpose by the Board of Directors of the Company, in such forms 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 18th day of December 1998.
John F. Welch Dennis D. Dammerman
Chairman of the Board Vice Chairman of the Board, and
(Principal Executive Senior Vice President -
Officer and Director) Finance (Principal
Financial Officer and Director)
Silas S. Cathcart
Claudio X. Gonzalez
Andrea Jung
Gertrude G. Michelson
Eugene F. Murphy
John D. Opie
Roger S. Penske
Andrew C. Sigler
Douglas A. Warner III
A MAJORITY OF THE BOARD OF DIRECTORS
EXHIBIT 24(B)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint Robert E. Healing, Benjamin W. Heineman, Jr. and
Philip D. Ameen, and each of them acting individually, his true and lawful
attorneys-in-fact and agents, each with power to act without the other and full
power of substitution and resubstitution, to execute, sign, deliver and file,
for and on his behalf, and in his name, place and stead, in any and all
capacities:
(i) a Registration Statement on Form S-8 (or other appropriate
form) for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the
registration of shares of General Electric Company Common Stock, par
value $.16 per share, issued pursuant to the General Electric Company
Directors' Compensation Plan and in connection with existing or future
benefit plans for employees of any affiliate of the Company, as the use
of such securities is specifically approved at any time or from time to
time by the Affiliate Benefit Plan Committee appointed by the GE Board
of Directors for such purpose; and
(ii) a Registration Statement on Form S-4 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 including common stock to be offered and sold in connection
with business acquisitions, by the Company or its affiliates, approved
at any time or from time to time by the Acquisition Committee appointed
for such purpose by the Board of Directors of the Company, hereby
granting to such attorneys-in-fact and each of them full power and
authority to do and perform each and every act and thing whatsoever as
such attorney-in-fact or attorneys-in-fact may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in any and all capacities,
hereby ratifying and confirming all acts and things which such
attorney-in-fact or attorneys-in-fact or their agents may do or cause
to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the15th day of March, 1999.
Keith S. Sherin
Senior Vice President, Finance
and Chief Financial Officer
