<PAGE>
Filed Pursuant to Rule 424B2
File No. 33-80193
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted without the delivery of a final prospectus +
+supplement and accompanying prospectus. This prospectus supplement and the +
+accompanying prospectus shall not constitute an offer to sell or the +
+solicitation of an offer to buy nor shall there be any sale of these +
+securities in any State in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion dated February 22, 1999
Preliminary Prospectus Supplement
(To Prospectus dated February 8, 1996)
GE Global Insurance Holding Corporation
$400,000,000
% Notes due , 2019
------------
GE Global will pay interest on the Notes on and of each year. The
first such payment will be made on , 1999. GE Global may, at any time,
redeem the Notes at the redemption price calculated as described herein.
------------
Investing in the Notes involves certain risks. See "Risk Factors" beginning
on page 4 of the Prospectus.
------------
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 Supplement and the attached Prospectus.
Any representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discount GE Global
-------- ------------ -----------
<S> <C> <C> <C>
Per Note...................................... % % %
Total......................................... $ $ $
</TABLE>
It is expected that delivery of the Notes will be made on or about ,
1999, through the facilities of The Depository Trust Company against payment
therefor in immediately available funds.
------------
Joint Book Managers
Morgan Stanley Dean Witter Salomon Smith Barney
February , 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Supplement
The Company................................................................ S-3
Use of Proceeds............................................................ S-3
Ratio of Earnings to Fixed Charges......................................... S-4
Capitalization............................................................. S-4
Description of Notes....................................................... S-4
Underwriting............................................................... S-8
Experts.................................................................... S-9
Legal Matters.............................................................. S-9
Prospectus
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
Risk Factors............................................................... 4
The Company................................................................ 6
Use of Proceeds............................................................ 25
Ratio of Earnings to Fixed Charges......................................... 25
Description of Debt Securities............................................. 25
Plan of Distribution....................................................... 28
Legal Matters.............................................................. 29
Experts.................................................................... 29
</TABLE>
----------------
You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement and the attached Prospectus in making
your investment decision. We have not authorized anyone to provide you with any
other information. If you receive any unauthorized information, you must not
rely on it.
We are offering to sell the notes and seeking offers to buy the notes only
in jurisdictions where offers and sales are permitted. The commissioner of
insurance of the State of North Carolina has not approved or disapproved this
offering nor has such commissioner passed upon the accuracy or adequacy of this
Prospectus Supplement or the attached Prospectus.
The information contained in this Prospectus Supplement and the attached
Prospectus is accurate only as of the date of this Prospectus Supplement and
the attached Prospectus regardless of the time of delivery of this Prospectus
Supplement and the attached Prospectus or any sale of the Notes.
S-2
<PAGE>
THE COMPANY
General
GE Global Insurance Holding Corporation, through its direct and indirect
subsidiaries, engages principally in the reinsurance business in the United
States and throughout the world. All the outstanding common stock of GE Global
is owned by General Electric Capital Services, Inc., which in turn is wholly
owned by General Electric Company.
GE Global is one of the world's largest reinsurance groups, with
subsidiaries providing risk management solutions for over a century. We are a
global provider of property and casualty reinsurance, life and healthcare
reinsurance and write some lines of primary health, property and casualty and
excess workers' compensation insurance. Our principal subsidiaries are
Employers Reinsurance Corporation and GE Reinsurance Corporation (formerly
Kemper Reinsurance Company).
Our principal executive offices are located at 5200 Metcalf, Overland Park,
Kansas 66201. Our telephone number is (913) 676-5200. When we refer to "GE
Global", "we" or "our" in this Prospectus Supplement, we mean GE Global
Insurance Holding Corporation and its subsidiaries on a consolidated basis,
unless the context requires otherwise.
Strategy
Our business strategy is to continue to increase our revenues by:
. expanding our global operations, including in the Asia/Pacific region
and Latin America, through internal growth;
. enhancing our domestic position with the large regional and national
primary insurers;
. retaining our focus on small and medium regional customers;
. expanding our product lines to take advantage of market niche
opportunities;
. increasing fee-for-service activities; and
. selectively acquiring existing businesses domestically and globally.
We do not intend, however, to increase our premium income at the expense of
our underwriting results.
Our operating strategy is to maximize our profitability by capitalizing on
our financial resources and reputation and our position as a major direct
writer of reinsurance, building long-term relationships with our clients and
limiting our exposure through adherence to strict underwriting guidelines. We
believe that our size, claims-paying ratings, and reputation will enable us to
maintain and enhance our position in the markets in which we compete.
USE OF PROCEEDS
The net proceeds from the sale of the notes offered hereby (the "Notes")
are estimated to be approximately $ (after deduction of underwriting
discounts and commissions and expenses payable by GE Global). We will use the
net proceeds from the sale of the Notes to repay outstanding short-term
borrowings under an intercompany credit agreement with General Electric
Capital Services, the proceeds of which were used to fund recent business
acquisitions and for other general corporate purposes. The weighted average
interest rate on the outstanding balance under the intercompany credit
agreement at September 26, 1998, was 5.68% per annum.
S-3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
We have set forth below the ratio of earnings to fixed charges for GE Global
for the periods indicated. For the purposes of calculating this ratio, earnings
consist of net earnings adjusted to add back the provision for income taxes and
fixed charges. Fixed charges consist of interest and discount on all
indebtedness, minority interest in pre-tax earnings from purchased affiliates
and dividends on subsidiary's preferred stock and one-third of annual rentals,
which we believe is a reasonable approximation of the interest factor of such
rentals.
<TABLE>
<CAPTION>
Year Ended December 31,
- ------------------------------------------------------------------- Nine Months Ended
1993 1994 1995 1996 1997 September 26, 1998
- ---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C>
4.33 4.59 5.01 5.80 6.33 7.72
</TABLE>
CAPITALIZATION
The following table sets forth our capitalization at September 26, 1998 and
as adjusted to reflect the issuance of the Notes offered hereby and to give
effect to the repayment of short-term borrowings. See "Use of Proceeds."
<TABLE>
<CAPTION>
September 26, 1998
-------------------------
Actual As Adjusted
---------- -------------
(dollars in millions)
<S> <C> <C>
Short-term borrowings................................ $ 100 $ ---
Long-term borrowings................................. 557 557
Notes................................................ --- 400
---------- ----------
Total debt......................................... 657 957
---------- ----------
Minority interest in equity of consolidated
subsidiaries........................................ 1,176 1,176
---------- ----------
Stockholder's equity:
Preferred stock, $100,000 par value; authorized,
issued and outstanding--1,500 shares.............. 150 150
Common stock, $5,000 par value; authorized, issued
and outstanding--1,000 shares..................... 5 5
Paid-in capital.................................... 845 845
Accumulated non-owner changes in equity............ 598 598
Retained earnings.................................. 4,283 4,283
---------- ----------
Total stockholder's equity....................... $ 5,881 $ 5,881
---------- ----------
Total capitalization............................. $ 7,714 $ 8,014
---------- ----------
Ratio of debt to total capitalization................ 8.52% 11.94%
</TABLE>
DESCRIPTION OF NOTES
The following description of the Notes supplements, and to the extent
inconsistent therewith replaces, the description of the general terms and
provisions of Debt Securities set forth in the Prospectus, to which we refer
you.
General
The Notes are an issue of the Debt Securities described in the accompanying
Prospectus and will be issued as a separate series of Debt Securities under the
Indenture dated as of February 1, 1996 (the "Indenture") entered into between
GE Global and The Chase Manhattan Bank, as Trustee (the "Trustee"). The Notes
are limited to an aggregate principal amount of $400,000,000. In addition to
the Notes, we may issue from time to time other series of Debt Securities under
the Indenture consisting of debentures, notes or other unsecured,
S-4
<PAGE>
unsubordinated evidences of indebtedness, but such other series will be
separate from and independent of the Notes. The Indenture does not limit the
amount of Debt Securities or any other debt which we may incur. In addition,
the provisions of the Indenture do not protect you in the event that we enter
into a highly leveraged transaction, reorganization, restructuring, merger or
similar transaction that may adversely affect you. The Notes will be the second
series of Debt Securities that we have issued under the Indenture. We refer you
to the Prospectus for a description of other general terms of the Debt
Securities.
The Notes will mature on , . Interest on the Notes will accrue from
, 1999 and is payable semiannually on and , commencing , 1999,
to the persons in whose names the Notes are registered at the close of business
on the or prior to each payment date at the annual rate of %. The
Notes will be issued as fully registered Notes (to be deposited with the
depositary) and in denominations of $1,000 or integral multiples thereof.
Redemption at the Option of the Company
The Notes will be redeemable, in whole or in part, at our option, on any
date at a redemption price equal to the greater of (a) 100% of the principal
amount of the Notes to be redeemed or (b) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes (exclusive
of interest accrued to such redemption date) discounted to such redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus basis points, plus accrued and unpaid
interest on the principal amount being redeemed to such redemption date;
provided, however, that installments of interest on Notes that are due and
payable on an interest payment date falling on or prior to the relevant
redemption date will be payable to the holders of such Notes, registered as
such at the close of business on the relevant record date according to their
terms and the provisions of the Indenture.
"Treasury Rate" means, with respect to any redemption date for the Notes,
(a) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication that is
published weekly by the Board of Governors of the Federal Reserve System and
that established yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding to the nearest
month) or (b) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate shall be
calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated or
Salomon Smith Barney Inc. or if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with us.
"Comparable Treasury Price" means, with respect to any redemption date, (a)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such
S-5
<PAGE>
Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means (1) Morgan Stanley & Co. Incorporated and
Salomon Smith Barney Inc. and their respective successors, provided, however,
that if Morgan Stanley & Co. Incorporated or Salomon Smith Barney Inc. shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), we will substitute another Primary Treasury Dealer,
and (2) any two other Primary Treasury dealers selected by us.
"Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.
We will mail notice of any redemption at least 30 days but not more than 60
days before any redemption date to each holder of Notes to be redeemed. If we
choose to redeem less than all the Notes, the Trustee will select, in such
manner as it deems fair and appropriate, the Notes of such series to be
redeemed in whole or in part.
Unless we default in payment of the redemption price, on and after any
redemption date interest will cease to accrue on the Notes or portion thereof
called for redemption.
Book-Entry System
The Notes will be issued in whole or in part in the form of one or more
fully registered global securities (the "Global Notes"). The Global Notes will
be deposited with, or on behalf of, The Depository Trust Company, as depositary
and registered in the name of a nominee of the depositary. No Global Note may
be transferred, except as a whole, by the depositary to a nominee of the
depositary. Global Notes may also be transferred as a whole by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or the nominee to a successor of the depositary or a nominee of the
successor.
The depositary has advised GE Global as follows: It is a limited-purpose
trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. The
depositary was created to hold securities for its participating organizations
and to facilitate the clearance and settlement of securities transactions
between its participants in such securities through electronic book-entry
changes in accounts of its participants. The depositary's participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations some of whom or representatives of which own
the depositary. Access to the depositary's system is also available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly ("indirect participants"). Persons who are not participants may
beneficially own securities held by the depositary only through participants or
indirect participants.
The depositary has advised GE Global that upon the issuance of the Global
Notes, the depositary will credit on its book-entry system the respective
principal amounts of the individual Notes represented by such Global Notes to
the accounts of the appropriate participants. The accounts to be credited shall
be designated by the Underwriters. Ownership of beneficial interests in the
Global Notes will be limited to participants or persons that own beneficial
interests through participants. Ownership of beneficial interests in the Global
Notes will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the participants of the depositary or
persons that hold through such participants. The laws of some states require
S-6
<PAGE>
that certain purchasers of securities take physical delivery of such
securities. Such laws may limit the market for beneficial interests in the
Global Notes.
So long as the depositary, or its nominee, is the registered owner of the
Global Notes, the depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Global Notes for all purposes under
the Indenture. Except as provided below, owners of beneficial interests in the
Global Notes will not be entitled to have Notes registered in their names, will
not receive or be entitled to receive physical delivery of Notes in
certificated form and will not be considered the owners or holders thereof
under the Indenture. Accordingly, each person owning a beneficial interest in
the Global Notes must rely on the procedures of the depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
Indenture. GE Global understands that under existing industry practices, in the
event that GE Global requests any consent or action of holders or if an owner
of a beneficial interest in the Global Notes desires to give a consent or take
any action which a holder is entitled to give or take under the Indenture, the
depositary would authorize the participants holding the relevant beneficial
interests to give such consent or take such action, and such participants would
authorize beneficial owners holding through such participants to give such
consent or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Principal and interest payments on the Global Notes registered in the name
of the depositary or its nominee will be made by the Trustee to the depositary
or such nominee as the registered owner of the Global Notes. Under the terms of
the Indenture, GE Global and the Trustee will treat the persons in whose names
the Global Notes are registered as the sole owner or holder of the Global Notes
for the purpose of receiving payment of principal and interest on the Global
Notes and for all other purposes whatsoever. Therefore, neither GE Global, the
Trustee nor any paying agent has any direct responsibility or liability for the
payment of principal or interest on the Global Notes to owners of beneficial
interests in the Global Notes. Neither GE Global, the Trustee or any paying
agent nor any registrar for the Notes will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Global Notes, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests or for any action or inaction of the depositary or its nominee or any
participant. The depositary has advised GE Global and the Trustee that its
current practice is, upon receipt of any payment of principal or interest, to
immediately credit the accounts of the participants with such payment in
amounts proportionate to their respective beneficial interests in the Global
Notes as shown in the records of the depositary. Payments by participants and
indirect participants to owners of beneficial interests in the Global Notes
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of the participants
or indirect participants.
If (x) the depositary is at any time unwilling or unable to continue as
depositary or the depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, (y) GE Global executes and delivers to the
Trustee an order to the effect that the Global Notes shall be transferable and
exchangeable for Notes in definitive form or (z) an event of default has
occurred and is continuing with respect to the Notes, the Global Notes will be
transferable or exchangeable for Notes in definitive form of like tenor in an
equal aggregate principal amount. Such definitive Notes shall be registered in
such name or names as the depositary shall instruct the Trustee.
The depositary has advised GE Global that the depositary's management is
aware that some computer applications, systems and the like for processing data
that are dependent upon calendar dates, including dates before, on, and after
January 1, 2000, may encounter "Year 2000 problems." The depositary has
informed its participants and other members of the financial community that it
has developed and is implementing a program so that its systems, as the same
relate to the timely payment of distributions (including principal and interest
payments) to security holders, book-entry deliveries, and settlement of trades
within the depositary, continue to function appropriately. This program
includes a technical assessment and a remediation plan, each
S-7
<PAGE>
of which is complete. Additionally, the depositary's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, the depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third party vendors from whom the depositary licenses
software and hardware, and third party vendors on whom the depositary relies
for information or the provision of services, including telecommunication and
electrical utility service providers, among others. The depositary has informed
its participants and other members of the financial community that it is
contacting (and will continue to contact) third party vendors from whom the
depositary acquires services to: (i) impress upon them the importance of such
services being Year 2000 compliant; and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, the depositary is in the process of developing such
contingency plans as it deems appropriate.
According to the depositary, the foregoing information with respect to the
depositary has been provided to its participants and other members of the
financial community for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated the date hereof (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters") have severally agreed to
purchase, and we have agreed to sell to them, the respective principal amount
of Notes set forth opposite their respective names below.
<TABLE>
<CAPTION>
Principal
Amount
Name of Notes
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated.............................. $
Salomon Smith Barney Inc.......................................
------------
Total........................................................ $400,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to, among
other things, the approval of certain legal matters by their counsel and
certain other conditions. The Underwriters are obligated to take and pay for
all the Notes if any are taken.
The Underwriters propose initially to offer part of the Notes to the public
at the public offering price set forth on the cover page hereof and in part to
certain dealers at prices that represent a concession not in excess of % of
the principal amount of the Notes. Any Underwriter may allow, and such dealers
may reallow, a concession not in excess of % of the principal amount of the
Notes to certain other dealers. After the initial offering of the Notes, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
We do not intend to apply for listing of the Notes on a national securities
exchange, but have been advised by the Underwriters that they presently intend
to make a market in the Notes, as permitted by applicable laws and regulations.
The Underwriters are not obligated, however, to make a market in the Notes and
any such market making may be discontinued at the sole discretion of the
Underwriters. Accordingly, no assurance can be given as to the liquidity of, or
trading markets for, the Notes.
In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the Notes. Specifically, the Underwriters may over-allot in connection with
this offering, creating short positions in the Notes for their own account. In
addition, to cover over-
S-8
<PAGE>
allotments or to stabilize the price of the Notes, the Underwriters may bid
for, and purchase, Notes in the open market. Finally, the Underwriters may
reclaim selling concessions allowed to an underwriter or dealer for
distributing Notes in this offering, if the Underwriters repurchase previously
distributed Notes in transactions that cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Notes above independent market levels. The
Underwriters are not required to engage in these activities, and may end any of
these activities at any time.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Underwriters or their affiliates have provided and may in the future
continue to provide investment banking, commercial banking and other financial
services to us in the ordinary course of business for which they have received
and will receive customary compensation.
EXPERTS
The consolidated financial statements and schedules of GE Global as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the Notes will be passed upon for
GE Global by Simpson Thacher & Bartlett, New York, New York and John M.
Connelly, General Counsel to GE Global, and for the Underwriters by Davis Polk
& Wardwell, New York, New York.
S-9
