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EXHIBIT (A)(3)
HARMON INDUSTRIES, INC.
1600 N.E. CORONADO DRIVE
BLUE SPRINGS, MISSOURI 64014
(816) 229-3345
JULY 25, 2000
Dear Stockholder:
We are pleased to inform you that Harmon has signed a merger agreement with
General Electric Company pursuant to which a subsidiary of GE has commenced an
offer to exchange $30 of GE common stock (based on the sales prices of GE common
stock during a designated period prior to the closing of the offer) for each
Harmon share tendered in the offer.
The offer is subject to, among other things, the tender of at least
two-thirds of the shares, determined on a fully diluted basis. Following the
completion of the offer, a subsidiary of GE will be merged with Harmon and each
remaining Harmon share will be converted into the same number of GE shares as is
being offered in the offer.
After careful consideration, your board of directors has approved the merger
agreement, the offer and the merger and determined that the offer and the merger
are fair to and in the best interests of Harmon and its stockholders. THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR
SHARES PURSUANT TO THE OFFER. In arriving at its determination and
recommendation, the board of directors took into account the factors described
in the attached Solicitation/Recommendation Statement on Schedule 14D-9,
including the opinion of Bear, Stearns & Co. Inc. to the effect that the
consideration to be received in the offer and the merger is fair, from a
financial point of view, to Harmon's stockholders.
Enclosed is GE's Prospectus, together with related materials, including the
Letter of Transmittal to be used for tendering shares. These documents set forth
the terms and conditions of the offer. We urge you to read the attached Schedule
14D-9 and the enclosed materials carefully.
If you need assistance tendering your shares, please contact Morrow &
Co., Inc., the information agent for the offer, at its address or telephone
number appearing on the back cover of the Prospectus.
Very truly yours,
/s/ Robert E. Harmon
Robert E. Harmon
Chairman of the Board of Directors
