-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o3nF+IKd5qHdm9RSibVL0BlbZgNmkmsDlmgMvmN2hOGnGzQPw1DrURyp+rmPGxi9 0D1gsSHk8FF9qB3Ewfln8g== 0000040545-94-000019.txt : 19940817 0000040545-94-000019.hdr.sgml : 19940817 ACCESSION NUMBER: 0000040545-94-000019 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: 3600 IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-50639 FILM NUMBER: 94544598 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 424B3 1 1 Rule 424(b)(3) Registration Statement No. 33-50639 AUGUST 10, 1994 PROSPECTUS GENERAL ELECTRIC COMPANY 20,000,000 SHARES OF COMMON STOCK GENERAL ELECTRIC COMPANY SHARE INVESTMENT PLAN FOR GE IRAS The General Electric Company Share Investment Plan for GE IRAs (the "GE Stock IRA Plan") is intended to provide to certain share owners of General Electric Company ("GE"), who have established self-directed individual retirement accounts using the proprietary form developed by GE Investment Management Incorporated ("GE IRAs"), a convenient means to purchase, hold, and sell shares of GE common stock as well as to reinvest cash dividends paid on such shares of GE common stock in additional shares for their GE IRAs. The GE Stock IRA Plan is intended to provide holders of GE IRAs with a GE common stock investment alternative to complement the GE Funds otherwise available to GE IRAs for investment. Participation in the GE Stock IRA Plan is permitted only by persons who have established GE IRAs and who meet the eligibility requirements of the GE Stock IRA Plan (a "Participant"). A Participant in the GE Stock IRA Plan: - --May direct the purchase of shares of GE common stock for his or her GE IRA. - --May direct the sale of shares of GE common stock held in his or her GE IRA. - --Will generally have cash dividends on shares of GE common stock held in his or her GE IRA automatically reinvested in additional shares of GE common stock. Purchases and sales under the GE Stock IRA Plan, including purchases for purposes of dividend reinvestment, will be executed in open market or negotiated transactions, except certain purchases may be made directly from GE. See "DESCRIPTION OF THE GE STOCK IRA PLAN -- Purchases and Sales of GE Common Stock." Purchases (other than purchases directly from GE) and sales may be executed on any securities exchange upon which GE common stock is traded, in the over-the-counter market, or in negotiated transactions. The price per share of any purchase directly from GE will be the average of the high and low sales prices of a share of GE common stock as reported on the New York Stock Exchange Consolidated Tape for the day of such purchase. In all other respects, purchases and sales may be on such terms as to price, delivery, and other matters as the Administrator (defined below) of the GE Stock IRA Plan, in its sole discretion, may determine. Applicable brokerage fees and commissions will be paid by Participants. See "DESCRIPTION OF THE GE STOCK IRA PLAN -- Brokerage Fees, Commissions, and Other Costs." GE common stock is listed on the New York Stock Exchange and the Boston Stock Exchange, as well as on certain foreign exchanges, including The Stock Exchange, London, and the Tokyo Stock Exchange. In addition to investments in GE common stock under the GE Stock IRA Plan, investments for GE IRAs may be made in the GE Funds, a family of mutual funds managed by GE Investment Management Incorporated ("GE Investments"), a wholly owned subsidiary of GE. Although participation in the GE Stock IRA Plan is limited to eligible persons who have established GE IRAs, this Prospectus does not provide information for persons who are considering whether to establish a GE IRA or whether to invest in the GE Funds. To receive a GE IRA Disclosure Statement and Custodial Account Agreement and a GE IRA Account Application, or a current prospectus relating to the GE Funds, which includes detailed information on the GE Funds including management fees and expenses, contact GE Investment Services Inc. at 3003 Summer Street, P.O. Box 7900, Stamford, CT 06904- 7900, or call 1-800-242-0134. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2 GE Investment Services Inc. ("GEIS"), a wholly owned subsidiary of GE Investments that serves also as distributor for the GE Funds, disseminates information relating to the GE Stock IRA Plan, receives Participants' orders for the purchase and sale of GE common stock and forwards such orders to the Administrator of the GE Stock IRA Plan, and otherwise serves as GE's share owner servicing agent under the GE Stock IRA Plan. GEIS will receive no compensation for its services under the GE Stock IRA Plan. GEIS is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of the National Association of Securities Dealers, Inc. (the "NASD"). State Street Bank and Trust Company, which is not affiliated with GE, GE Investments, or GEIS, serves as agent under and administrator of the GE Stock IRA Plan (the "Administrator"). State Street Bank and Trust Company separately serves as the custodian of GE IRAs (the "GE IRA Custodian") and as the transfer agent and custodian of the GE Funds, and performs recordkeeping and other services for GEIS in connection with the GE Stock IRA Plan and the GE Funds. This Prospectus describes generally how the GE Stock IRA Plan works. The GE Stock IRA Plan is set forth in its entirety beginning on page 14, and should be read carefully. This Prospectus relates to 20,000,000 shares of GE common stock (and such additional shares as may result from any stock split, stock dividend, or other recapitalization affecting the GE common stock covered by this Prospectus) registered for offer and sale under the GE Stock IRA Plan. It is suggested that this Prospectus be retained for future reference regarding details of the GE Stock IRA Plan. AVAILABLE INFORMATION GE is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the Commission at 450 5th Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of the Commission at 500 West Madison Street, Room 1400, Chicago, Illinois 60661, and 75 Park Place, Room 1400, New York, New York 10007. Copies of such materials can also be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and the Boston Stock Exchange, 1 Boston Place, Boston, Massachusetts 02108, on which GE's common stock is listed. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by GE (Commission File No. 1-35) with the Commission are hereby incorporated by reference into this Prospectus: (a) GE's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) GE's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994; and (c) GE's report on Form 8-K, dated April 28, 1994. All documents filed by GE with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. GE hereby undertakes to provide without charge to each person to whom a copy of this Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference into this Prospectus, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such 3 documents. Requests for such copies should be directed to Corporate Investor Communications at the principal executive offices of GE, 3135 Easton Turnpike, Fairfield, CT 06431, or by calling 1-203-373-2816. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities other than those to which it relates, or an offer to sell, or solicitation of an offer to buy, such securities in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. No person has been authorized to give any information or to make any representation other than as contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized. Neither the delivery of this Prospectus, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of GE from the description contained herein or that the information contained herein is correct as of any time subsequent to its date. COMPARISON OF THE GE STOCK IRA PLAN AND THE GE DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN GE offers, in addition to the GE Stock IRA Plan, the General Electric Company Dividend Reinvestment and Share Purchase Plan (the "GE DRP") to owners of GE common stock. The GE DRP is entirely separate from the GE Stock IRA Plan. The principal differences between the GE Stock IRA Plan and the GE DRP are as follows: - --The GE Stock IRA Plan is available for participation by share owners only through a GE IRA. Thus, purchases and sales of GE common stock under the GE Stock IRA Plan may only be made for the Participant's GE IRA, and only dividends on shares held in such GE IRA may be reinvested under the GE Stock IRA Plan. The GE DRP is available for participation by share owners directly or, if the share owner's GE common stock is registered in the name of a broker, bank, trustee, or other nominee, the broker, bank, trustee, or other nominee may agree to participate in the GE DRP for the benefit of the share owner. Participation in the GE DRP through a GE IRA is not permitted under the terms of the GE IRA. A share owner could participate in the GE DRP through a self-directed individual retirement account ("IRA") other than a GE IRA, but only if the custodian of such IRA causes the account to be registered as a share owner or otherwise arranges for the IRA to participate in the GE DRP. - --Purchases under the GE Stock IRA Plan, other than for purposes of dividend reinvestment, generally will be executed on the first business day after the Participant's purchase order is received. Such purchases under the GE DRP generally will be executed only once each month. Sales under the GE Stock IRA Plan generally will be executed on the first business day after the Participant's sales order is received. Sales under the GE DRP are executed as promptly as practicable after the participant has submitted a notice requesting a sale and instructions are issued to the bank that administers the GE DRP. - --Participants in the GE Stock IRA Plan will pay brokerage fees and commissions relating to purchases (other than purchases directly from GE), including purchases for purposes of dividend reinvestment. Participants in the GE DRP pay no brokerage fees and commissions in connection with purchases. Participants pay brokerage fees and commissions with respect to sales under both the GE Stock IRA Plan and the GE DRP. - --Cash dividends on shares of GE common stock held under the GE Stock IRA Plan are automatically reinvested in additional shares of GE common stock, except that a Participant who has attained age 59-1/2 may elect to have all (and not less than all) such cash dividends instead paid to his or her GE IRA and immediately distributed to the Participant as a withdrawal. Cash dividends on shares of GE common stock enrolled in the GE DRP are automatically 4 reinvested in additional shares of GE common stock, until such time as the participant terminates participation in the GE DRP or makes a written request to have cash dividends on specified shares sent directly to the participant. - --The GE Stock IRA Plan imposes no maximum limit on the dollar amounts of purchases of GE common stock under the Plan, but the minimum dollar amounts of share purchases under the GE Stock IRA Plan are the same as the lowest minimum amounts applicable to the purchase of shares of any of the GE Funds available under the GE IRA in like circumstances. The GE DRP limits purchases, other than for purposes of dividend reinvestment, to a maximum of $10,000 per monthly investment period, with a $10 minimum for purchases. Neither the GE Stock IRA Plan nor the GE DRP places any maximum or minimum on sales, although a Participant seeking to sell GE common stock under the GE Stock IRA Plan in order to raise funds to invest in one or more of the GE Funds may need to sell an amount of GE common stock sufficient to produce net sale proceeds which, when added to other amounts available in his or her GE IRA, will equal or exceed the minimum purchase requirements for the shares of the GE Funds being purchased. This is only a brief summary of the principal differences between the GE Stock IRA Plan and the GE DRP. Further information about the GE DRP and how to enroll in it may be obtained by contacting GE Securities Ownership Services at P.O. Box 120068, Stamford, CT 06912-0068, or calling 1-800-786-2543. DESCRIPTION OF THE GE STOCK IRA PLAN General The purpose of the GE Stock IRA Plan is to provide to certain GE share owners who have established GE IRAs a convenient means to purchase, hold, and sell shares of GE common stock as well as to reinvest cash dividends paid on such shares of GE common stock in additional shares for their GE IRAs. As discussed on page 2 of this Prospectus, GEIS disseminates information relating to the GE Stock IRA Plan, receives Participants' orders for the purchase and sale of GE common stock under the GE Stock IRA Plan and forwards such orders to the Administrator, and otherwise serves as GE's share owner servicing agent under the GE Stock IRA Plan. The Administrator, State Street Bank and Trust Company, serves as agent under and administrator of the GE Stock IRA Plan, and also separately serves as the GE IRA Custodian and as the transfer agent and custodian of the GE Funds, and performs recordkeeping and other services for GEIS in connection with the GE Stock IRA Plan and the GE Funds. GE Investments assists the Administrator in confirming the eligibility of persons who have established GE IRAs to become Participants in the GE Stock IRA Plan, and also serves as investment advisor to GE Funds. Any decision of the Administrator, including a decision as to eligibility, is final and binding on all persons, including any Participant, any person seeking to participate in the GE Stock IRA Plan, and any person making any claim by or through any such persons. Eligibility to Participate A person is eligible to be a Participant in the GE Stock IRA Plan through a GE IRA if such person is currently an owner of GE common stock as a registered share owner (including as a joint owner, such as a joint tenant or a tenant in common), or an owner of at least one whole share of GE common stock as a participant in the GE Savings & Security Program (the "GE S&S Program"), the GE DRP, or the GE Stock IRA Plan (collectively, an "Eligible Share Owner"), except that an Eligible Share Owner who is not a resident of the United States may be a Participant only if GE Investments can confirm to the Administrator, without unreasonable effort or expense, that participation by such Share Owner will comply with all applicable laws and regulations. (The GE S&S Program is an employee benefit plan for current and former employees of GE and certain subsidiaries; participation in that plan is not open to others.) It is not, however, necessary for a person seeking to participate in the GE Stock IRA Plan to deposit any shares of GE common stock into his or her GE IRA; such deposits are not in any event permitted, except in the case of tax-free rollovers and transfers as discussed below under the caption "Rollovers and Transfers of Shares Into a GE IRA." 5 A person must be an Eligible Share Owner at any time he or she purchases GE common stock for his or her GE IRA under the GE Stock IRA Plan. No purchase order will be executed until the Administrator has confirmed the eligibility of the person placing the purchase order to participate in the GE Stock IRA Plan. Eligibility to participate in the GE Stock IRA Plan will be determined as promptly as practicable. The Administrator or GE Investments may, in its sole discretion, require any person seeking to participate in the GE Stock IRA Plan to furnish such other information as it may deem necessary or advisable to confirm that such person is an Eligible Share Owner. The Administrator may rely on information furnished by GE, GE Investments, and/or the person seeking to purchase GE common stock under the GE Stock IRA Plan for purposes of confirming eligibility to participate in the GE Stock IRA Plan. A person who is a beneficial owner of GE common stock but whose shares are held by a broker, bank, trustee, or other nominee, and who is not otherwise an Eligible Share Owner, must become a registered owner of GE common stock before he or she will be eligible to participate in the GE Stock IRA Plan. Such person may become a registered owner by directing his or her broker, bank, trustee, or nominee to cause a certificate for GE common stock to be issued by GE's transfer agent in the name of such person, if permitted under the account or other arrangement with such broker, bank, trustee, or nominee. Alternatively, any person who is not otherwise eligible may become an Eligible Share Owner by purchasing GE common stock in the open market, and having the certificate for such GE common stock issued in the name of such person. A participant in the GE S&S Program may become an Eligible Share Owner by investing in GE common stock under that Program. If a person seeking to make a purchase of GE common stock under the GE Stock IRA Plan holds at least one whole share of GE common stock in his or her GE IRA, eligibility to participate in the GE Stock IRA Plan can be confirmed immediately, so no delay in the execution of his or her purchase order will result. If such a person does not hold at least one whole share of GE common stock in his or her GE IRA, the execution of his or her purchase order may be delayed until the Administrator can confirm that such person is an Eligible Share Owner. Further delay in the execution of such purchase order could result if such person is required to furnish additional information relating to eligibility. To avoid such delays, an Eligible Share Owner who has become a Participant in the GE Stock IRA Plan may wish to continuously hold at least one whole share of GE common stock in his or her GE IRA at all times. How to Enroll An Eligible Share Owner who has received a current prospectus relating to the GE Stock IRA Plan may enroll in the GE Stock IRA Plan at the time he or she establishes a GE IRA or thereafter. To enroll in the GE Stock IRA Plan at the time a GE IRA is established, the Eligible Share Owner should complete the portions of the GE IRA Account Application (the "Application") that relate to enrollment in the GE Stock IRA Plan (together with other parts of the Application), and return it to the following address: GE IRA P.O. Box 8325 Boston, MA 02266-8325 The Application must be signed by the person seeking to participate in the GE Stock IRA Plan, or by his or her authorized representative. An Application may be obtained from GEIS, as follows: In writing: GE Investment Services Inc. 3003 Summer Street P.O. Box 7900 Stamford, CT 06904-7900 By telephone: 1-800-242-0134 To enroll in the GE Stock IRA Plan after a GE IRA has been established, the Eligible Share Owner should contact GEIS in writing or by telephone, at the address or telephone number set forth immediately above. Unless otherwise determined by the Administrator, such Eligible Share Owner need not submit a new Application. In enrolling in the GE Stock IRA Plan, an Eligible Share Owner must provide his or her name in the 6 exact form in which it appears as a registered owner of GE common stock or as a participant in the GE S&S Program or the GE DRP. Purchases and Sales of GE Common Stock A Participant may instruct the Administrator to purchase shares of GE common stock for his or her GE IRA or to sell shares of GE common stock held in his or her GE IRA. Instructions for such transactions may be given to GEIS for forwarding to the Administrator, as follows: In writing: GE IRA P.O. Box 8325 Boston, MA 02266-8325 By telephone: 1-800-242-0134 Other inquiries regarding the status of a Participant's GE IRA, including information regarding the execution of previously ordered purchases and sales under the GE Stock IRA Plan, should be made to GEIS, as follows: In writing: GE Investment Services Inc. 3003 Summer Street P.O. Box 7900 Stamford, CT 06904-7900 By telephone: 1-800-242-0134 If a cash contribution or tax-free rollover or transfer of cash is being deposited into the Participant's GE IRA in connection with a purchase order under the GE Stock IRA Plan, it should be included together with written instructions to the Administrator. Such deposits should be made by check payable to "State Street Bank and Trust Company, Custodian for benefit of IRA established for (YOUR NAME)." Under no circumstances should checks be made payable to GEIS or deposits of currency made. As described in the GE IRA Disclosure Statement and Custodial Account Agreement, persons who have established GE IRAs are permitted to make certain tax-free rollovers to such GE IRAs from other qualified employee retirement plans and IRAs and transfers from other IRAs. A Participant must instruct the Administrator to purchase a specific dollar amount of GE common stock; instructions to purchase a specific number of shares of GE common stock will not be accepted. A Participant must instruct the Administrator to sell a specific number of shares of GE common stock; instructions to sell a specific dollar amount of GE common stock will not be accepted. Purchases and sales may include fractional shares calculated to three decimal places. See "Fractional Shares." Purchase and sales orders for GE common stock received by 4:00 p.m. (New York City Time) on a business day will be executed on the next business day (or as promptly as practicable thereafter). Purchase and sales orders received after 4:00 p.m. (New York City Time) on a business day will be executed on the second following business day (or as promptly as practicable thereafter). Purchase orders (other than those executed by means of a purchase directly from GE) and sales orders may be executed on any securities exchange upon which GE common stock is traded, in the over-the-counter market, or in negotiated transactions. Purchases may also be made directly from GE, if and to the extent GE is then willing and able to sell shares through the GE Stock IRA Plan. The price per share of any purchase of GE common stock from GE will be the average of the high and low sales prices of a share of GE common stock as reported on the New York Stock Exchange Consolidated Tape for the day of such purchase. In all other respects, purchases and sales may be on such terms as to price, delivery, and other matters as the Administrator, in its sole discretion, may determine. The Administrator will aggregate a Participant's purchase order with the purchase orders of other Participants to be executed on the same day, and will aggregate a Participant's sales order with the sales orders of other Participants to be executed on the same day. When purchase orders are aggregated, the price per share at which the Administrator is deemed to have purchased shares for a Participant's GE IRA on a given day will be the average price of all shares purchased (including purchases both directly from GE and from other sources) for GE IRAs on that day. Likewise, when sales orders are aggregated, the price per share at which the Administrator is deemed to have sold shares for a Participant's GE IRA on a given day will be the average price of all shares sold for GE IRAs on that day. 7 Purchase orders and sales orders will not be netted against one another under the GE Stock IRA Plan. Brokerage fees and commissions payable in connection with purchases or sales will, in the case of purchases, be deducted from the dollar amount of the purchase order and, in the case of sales, be deducted from the proceeds of the sale. Such fees and commissions are calculated based on the aggregate purchases or sales executed on a given day, and each GE IRA will pay such fees and commissions in the same proportion that the number of shares purchased or sold for such GE IRA bears to the aggregate number of shares purchased or sold on that day. See "Brokerage Fees, Commissions, and Other Costs." A Participant's purchase order for GE common stock will be executed only if the Participant has either made a contribution or tax-free rollover or transfer of cash into his or her GE IRA, or will timely receive into his or her GE IRA the proceeds of a redemption of shares of GE Funds, at least equal to the dollar amount of the purchase order for GE common stock. A Participant's sales order will be executed only if the Participant has in his or her GE IRA a number of shares of GE common stock at least equal to the number of shares to be sold. Thus, "short" sales will not be permitted under the GE Stock IRA Plan. There are no maximum amounts of purchases or sales of GE common stock or limits on the frequency of purchases or sales imposed under the GE Stock IRA Plan. As discussed in the GE IRA Disclosure Statement and Custodial Account Agreement, however, the amount of annual contributions to a GE IRA is limited under federal income tax laws, which may limit the amount of cash a Participant can make available for purchases for his or her GE IRA. The minimum dollar amounts of purchases of GE common stock under the GE Stock IRA Plan are the same as the lowest minimum amounts applicable to the purchase of shares of any of the GE Funds available under the GE IRA in like circumstances. Currently, the minimum dollar amounts of purchases are $250 for initial purchases (other than through payroll deduction), $100 for subsequent purchases, and $25 for purchases by payroll deduction. There is no minimum number of shares of GE common stock that must be sold, although a Participant seeking to invest in one or more of the GE Funds may need to sell a specific amount of GE common stock in order that the net sales proceeds are sufficient to meet the minimum purchase requirements for shares of the GE Funds to be purchased. If execution of a sales order would cause the Participant to have less than one whole share remaining in his or her GE IRA, then such fractional shares will be sold together with other shares sold pursuant to such sales order. If at least one whole share of GE common stock will remain in a Participant's GE IRA after a sale of Common Stock, then any shares of GE common stock (including fractional shares) remaining after such sale will continue to be held in his or her GE IRA. The Administrator may, in its discretion, select one or more broker-dealers (including a broker-dealer affiliated with the Administrator) to execute transactions in GE common stock on behalf of Participants under the GE Stock IRA Plan. See "Brokerage Fees, Commissions, and Other Costs." Dividend Reinvestment Cash dividends on shares of GE common stock held in a GE IRA will be automatically reinvested in additional shares of GE common stock under the GE Stock IRA Plan's dividend reinvestment feature, except that a Participant who has attained age 59-1/2 may elect to have all (and not less than all) such cash dividends instead paid to his or her GE IRA and immediately distributed to the Participant as a withdrawal. Such an election by a Participant who has attained age 59-1/2 will remain in effect until it is revoked by the Participant. Such an election or a revocation of such election must be received by the Administrator not less than five business days prior to the scheduled payment date for a dividend in order to be effective for such dividend. Such election or revocation should be communicated to the Administrator through GEIS, by contacting GEIS in writing or by telephone as described above under "Purchases and Sales of GE Common Stock." Additional information regarding such election and the 8 resulting withdrawals from the Participant's GE IRA is contained in the current GE IRA Disclosure Statement and Custodial Account Agreement. All cash dividends paid on GE common stock held under the GE Stock IRA Plan subject to automatic dividend reinvestment will be aggregated by GE and paid over to the Administrator on the dividend payment date. The Administrator will thereafter complete dividend reinvestment purchases as promptly as practicable. The Administrator will aggregate all purchases of GE common stock in connection with dividend reinvestment for a given dividend payment date, but dividend reinvestment purchases will not be aggregated with other purchases of GE common stock under the GE Stock IRA Plan. The price per share at which the Administrator will be deemed to have purchased shares for each GE IRA in connection with a given dividend payment by GE will be the average price of all shares so purchased (including purchases both directly from GE and from other sources) for dividend reinvestment for all GE IRAs in connection with such dividend payment. In other respects, purchases for purposes of dividend reinvestment generally will be made in the same manner as other purchases for Participants under the GE Stock IRA Plan. Brokerage fees and commissions payable in connection with dividend reinvestment will be deducted from the dollar amount to be invested. Such fees and commissions are calculated based on the aggregate purchases executed in connection with a given dividend payment, and each GE IRA will pay such fees and commissions in the same proportion that the number of shares purchased for such GE IRA bears to the aggregate number of shares purchased for all GE IRAs in respect of such dividend payment. See "Brokerage Fees, Commissions, and Other Costs." Dividend reinvestment is available under the GE Stock IRA Plan only for shares of GE common stock held in a GE IRA. For information regarding the GE DRP, through which dividend reinvestment is generally available for GE common stock (other than shares held in a GE IRA), see "COMPARISON OF THE GE STOCK IRA PLAN AND THE GE DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN." Brokerage Fees, Commissions, and Other Costs When the Administrator purchases or sells GE common stock for a GE IRA (other than purchases directly from GE), including purchases for purposes of dividend reinvestment, such GE IRA will pay applicable brokerage fees and commissions (and transfer taxes, if any). In the case of such a purchase, brokerage fees and commissions will be deducted from the gross amount to be invested. In the case of a sale, brokerage fees and commissions will be deducted from the proceeds of the sale. Participants may not make additional contributions to their GE IRAs in order to separately pay such fees and commissions. No brokerage fees or commissions will be charged in the case of purchases directly from GE. As stated above, the Administrator may, in its discretion, select one or more broker-dealers to execute transactions in GE common stock on behalf of Participants under the GE Stock IRA Plan. The Administrator has agreed that, in the case of transactions executed by the Administrator's broker-dealer affiliate, State Street Brokerage Services, Inc., the following fees and commissions will be charged to Participants. For purposes of calculating such fees and commissions under the GE Stock IRA Plan, a transaction will be deemed to be the aggregate number of shares purchased (other than for dividend reinvestment) or sold on a given day or the aggregate number of shares purchased in connection with a given dividend payment: - --Transactions involving 5,000 shares or less, $.10 per share, subject to a minimum charge of $25. - --Transactions involving more than 5,000 shares, but not more than 10,000 shares, $.08 per share. - --Transactions involving more than 10,000 shares, $.06 per share. Each GE IRA will pay such brokerage fees and commissions in the same proportion that the number of shares purchased or sold for such GE IRA bears to the aggregate number of shares purchased or sold in the transaction. 9 The Administrator may, with the agreement of GE Investments, modify the foregoing schedule of fees and commissions. In addition, if the Administrator selects one or more unaffiliated brokers to execute transactions under the GE Stock IRA Plan, the fees and commissions to be charged to Participants will be as negotiated by the Administrator. No other costs will be imposed upon GE IRAs under the GE Stock IRA Plan, although costs may be imposed separately with respect to GE IRAs, including account maintenance fees and termination fees. Information regarding such fees is set forth in the current GE IRA Disclosure Statement and Custodial Account Agreement. Rollovers and Transfers of Shares Into a GE IRA A person may deposit, or cause to be deposited, shares of GE common stock into his or her GE IRA through a tax-free rollover of shares from the Participant's GE S&S Program account or in a tax-free rollover or transfer from another IRA established by such person. Such shares may be deposited by means of a direct rollover from the trustee of the GE S&S Program or from the custodian or trustee of such other IRA to the GE IRA Custodian. If certificates representing such rollover shares have been issued and delivered to such person by the trustee of the GE S&S Program or by the custodian or trustee of such other IRA, the GE IRA Custodian may determine whether to accept the deposit of such rollover shares into such person's GE IRA, and the manner by which such deposit may be made. The deposit of such shares by means of a transfer may be effected only by a transfer directly from the custodian or trustee of such other IRA to the GE IRA Custodian. A person contemplating a rollover or transfer of shares into his or her GE IRA should, before initiating the transaction, contact GEIS, as follows: In writing: GE Investment Services Inc. 3003 Summer Street P.O. Box 7900 Stamford, CT 06904-7900 By telephone: 1-800-242-0134 A person need not be a Participant in the GE Stock IRA Plan or an Eligible Share Owner in order to deposit shares into his or her GE IRA pursuant to a permitted rollover or transfer. Upon such deposit of shares, such person will be deemed to be a Participant, and such shares will be deemed to be held under the GE Stock IRA Plan. Except for rollovers of shares from a Participant's GE S&S Program account or another IRA or transfers from another IRA, no shares of GE common stock may be deposited into GE IRAs under the GE Stock IRA Plan. For information about cash rollovers and transfers, see "Purchases and Sales of GE Common Stock." Custody of Shares All shares purchased under the GE Stock IRA Plan for a Participant's GE IRA or deposited into a GE IRA as a tax-free rollover or transfer from the GE S&S Program or another IRA will be retained by the GE IRA Custodian (or its nominee) until such shares are disposed of under the GE Stock IRA Plan. Dispositions of such shares will occur: - --Upon the sale of the shares at the instruction of the Participant, as described above. - --Upon withdrawal of the shares by the Participant, as described below. - --Upon the tax-free rollover or transfer of such shares to another account or entity, as described below. Except for these methods of disposition, shares of GE common stock held by the GE IRA Custodian under the GE Stock IRA Plan may not be pledged, sold, or otherwise disposed of or encumbered by the Participant or by his or her GE IRA, except as expressly permitted by the GE Stock IRA Plan and by the GE IRA Custodian. Withdrawals of Shares; Termination Shares of GE common stock held under the GE Stock IRA Plan may be withdrawn from a Participant's GE IRA (including as a distribution). In such case, one or more certificates for whole shares will be issued in the name of, and delivered to, the Participant. Shares held under the GE Stock IRA Plan may also be withdrawn from a Participant's GE IRA by means of a rollover of such 10 shares into a plan qualified under Section 401 of the Internal Revenue Code of 1986, as amended, or a rollover or transfer into another IRA of the Participant in accordance with such procedures as the Administrator and the GE IRA Custodian may specify. A Participant may not designate any other person to receive shares of GE common stock withdrawn from his or her GE IRA. A Participant seeking to withdraw shares should give instructions to the Administrator through GEIS, as follows: In writing: GE Investment Services Inc. 3003 Summer Street P.O. Box 7900 Stamford, CT 06904-7900 By telephone: 1-800-242-0134 Such instructions will be acted upon as promptly as practicable. If a withdrawal under the GE Stock IRA Plan would cause the Participant to have less than one whole share remaining in his or her GE IRA or otherwise require the delivery to the Participant of fractional shares credited to his or her GE IRA, such Participant will receive cash in lieu of such fractional shares based on the average sales price per share of GE common stock, less applicable brokerage fees and commissions, sold under the GE Stock IRA Plan on the day of the withdrawal or, if there were no sales under the GE Stock IRA Plan on that day, on the next preceding day on which sales occurred under the GE Stock IRA Plan. See "Fractional Shares." A Participant's participation in the GE Stock IRA Plan will terminate at such time as the Participant ceases to have at least one whole share of GE Common Stock in his or her GE IRA, or the Participant's GE IRA or the Plan is terminated. No Interest Payable on Cash Amounts; Actions In Case of Unclear Instructions No interest will be paid under the GE Stock IRA Plan to Participants or their GE IRAs on any cash amounts held pending execution of purchases of shares of GE common stock, resulting from sales of such shares or from dividends thereon, or otherwise resulting under the Plan. As discussed above, execution of a purchase order may be delayed and cash amounts held for a period of time during which the eligibility of an Eligible Share Owner is being confirmed. See "Eligibility to Participate." As discussed in the GE IRA Disclosure Statement and Custodial Account Agreement, in cases in which cash amounts are deposited but no instructions are received with respect to the disposition of such cash amounts, instructions received are unclear or are not permitted by the terms of the GE Stock IRA Plan, or execution of a purchase order for shares of GE common stock is delayed pending confirmation of eligibility, GEIS may in its discretion either return such cash amounts to the person who deposited them or invest and hold such amounts in the GE Money Market Fund (one of the GE Funds) for such person's account. In cases in which cash amounts result from the receipt of the proceeds of a sale of or cash dividends on shares of GE common stock held under the GE Stock IRA Plan, but no instructions are received with respect to the disposition of such cash amounts, instructions received are unclear or are not permitted by the terms of the GE Stock IRA Plan, or execution of a purchase order for shares of GE common stock is delayed pending confirmation of eligibility, GEIS may in its discretion either refrain from carrying out such instructions or invest and hold such cash amounts in the GE Money Market Fund for such person's account. Fractional Shares A Participant's purchases and holdings of GE common stock under the GE Stock IRA Plan may involve the crediting of fractional shares to the Participant's GE IRA, and the Participant may order the sale of such fractional shares. Such fractional shares will be calculated to three decimal places. Fractional shares are not, however, in fact issued by GE, and certificates representing fractional shares will not be delivered to a Participant or to his or her GE IRA under any circumstances. As stated above, in no event will less than one whole share continue to be held for a Participant's GE IRA. See "Purchases and Sales of GE Common Stock" and "Withdrawals of Shares; Termination." 11 Voting of Shares Held for a GE IRA Each Participant will be entitled to vote the number of shares of GE common stock (including fractional shares) held for his or her GE IRA under the GE Stock IRA Plan on any matter as to which the approval of GE's share owners is sought. A Participant may vote by attending a meeting of GE's share owners and casting a ballot or by granting a proxy to another person. The Administrator will cause any proxy materials relating to a meeting of share owners to be forwarded to each Participant, including a proxy card. If a Participant does not vote or grant a valid proxy with respect to any shares held under the GE Stock IRA Plan, such shares will not be voted. Similar procedures will apply in the case of any consent solicitation of GE's share owners. Statements to Participants The GE IRA Custodian will reflect purchases, sales, deposits, and withdrawals of shares of GE common stock and other GE Stock IRA Plan transactions by appropriate adjustments to the Participant's GE IRA. Upon completion of each purchase and sale transaction (other than dividend reinvestments, as discussed below) for a GE IRA, the Participant will receive a written statement showing the type of transaction and date thereof, the number of shares of GE common stock purchased or sold, the aggregate amount invested (including brokerage fees and commissions) or aggregate net proceeds of sales received (after deducting brokerage fees and commissions) by the Participant, the purchase price per share (including brokerage fees and commissions), the sales price per share (after deducting brokerage fees and commissions), the brokerage fees and commissions paid per share, the total shares held for the Participant's GE IRA (computed to three decimal places), and other information. Additional information regarding a Participant's GE IRA will be provided in statements relating to his or her GE IRA. With respect to dividends and dividend reinvestments, the GE IRA Custodian may, in lieu of the transactional statements described in the preceding paragraph, include information regarding dividend payments and reinvestments in quarterly statements relating to the Participant's GE IRA. In such case, the quarterly statements will provide information regarding the amount of the dividend payment, the disposition of any such payment, the date of any dividend reinvestment, the number of shares of GE common stock purchased in such dividend reinvestment, the aggregate amount invested (including brokerage fees and commissions), the purchase price per share (including brokerage fees and commissions), the brokerage fees and commissions paid per share, and other information. Extraordinary Corporate Events Any shares of GE common stock distributed to a GE IRA as a dividend or distribution or in connection with a stock split will be added to the holdings of such GE IRA under the GE Stock IRA Plan. In the event of any other non-cash dividend or distribution in respect of shares of GE common stock held for a Participant's GE IRA, the Administrator will, if reasonably practicable and at the direction of GE Investments, sell any property received in such dividend or distribution as promptly as practicable and, in the case of a Participant whose shares are subject to dividend reinvestment, use the proceeds to purchase additional shares of GE common stock in the same manner as cash paid over to the Administrator for dividend reinvestment, and, in the case of a Participant who has attained age 59-1/2 and elected to have such cash dividends paid to his or her GE IRA and immediately distributed to the Participant as a withdrawal, pay such proceeds in cash to such GE IRA for distribution rather than automatically reinvesting them in additional shares of GE common stock. Other Information GE, GE Investments, GEIS, the Administrator, and the GE IRA Custodian will not be liable for any act done in good faith, or for any good faith omission to act, under the GE Stock IRA Plan, including any claims of liability with respect to the prices at which shares of GE common stock are purchased or sold for a GE IRA, the times such purchases or sales are made, and any change in market value before or after the purchase or sale of shares of GE common stock. GE reserves the right to amend, modify, suspend, or terminate the GE Stock IRA Plan in any respect without the consent of any Participant, and any such change may have retroactive effect. In the event GE 12 terminates the GE Stock IRA Plan, the participation of each Participant will cease. In such case, whether the GE IRA Custodian will continue to act as custodian of the Participant's GE IRA and, if so, whether such custodian will permit GE common stock to continue to be held and/or purchased or sold for such IRA, will be determined in the sole discretion of the GE IRA Custodian. Any amendment of the GE Stock IRA Plan may include the appointment by GE of a successor to the then-current Administrator. No approval of Participants will be required for any such appointment of a successor Administrator. GE may designate any direct or indirect subsidiary of GE to perform any or all of the functions of GE Investments or GEIS under the GE Stock IRA Plan. A purchase or sale of GE common stock required to be made "as promptly as practicable" under the GE Stock IRA Plan will be made not later than 30 days after the first day on which such transaction could be made, except to the extent that the Administrator may, in its sole discretion, deem necessary or advisable to comply with applicable laws or regulations or rules of a stock exchange. Federal Income Tax Consequences Participation in the GE Stock IRA Plan may only occur through a GE IRA, which is treated as a tax- exempt entity for federal income tax purposes. Thus, although sales of GE common stock for a Participant's GE IRA that result in gains or losses and receipt of dividends on GE common stock held for a Participant's GE IRA will affect the overall value of the Participant's GE IRA, such transactions will not by themselves result in the realization of capital gain or loss or ordinary income to the Participant. Rather, the federal income tax consequences of participation in the GE Stock IRA Plan generally will depend on the nature and timing of a Participant's deposits to and withdrawals from his or her GE IRA. For information on the federal income tax consequences relating to a Participant's GE IRA, see the GE IRA Disclosure Statement and Custodial Account Agreement, a copy of which may be obtained by contacting GEIS, as follows: In writing: GE Investment Services Inc. 3003 Summer Street P.O. Box 7900 Stamford, CT 06904-7900 By telephone: 1-800-242-0134 Participants are also urged to consult with their own tax advisors to determine the particular tax consequences (including the state and local tax consequences) which may result from participation in the GE Stock IRA Plan. USE OF PROCEEDS GE expects that most purchases of GE common stock for Participants' GE IRAs under the GE Stock IRA Plan will be made in open market or negotiated transactions rather than directly from GE, in which case GE will receive no proceeds from the sale of such GE common stock. With respect to any purchases of GE common stock directly from GE under the GE Stock IRA Plan, the precise number of such shares that will be sold to Participants or the prices at which such shares will be sold cannot currently be determined. GE intends to add the proceeds from any such sales of GE common stock to its general funds. DESCRIPTION OF CAPITAL STOCK The following statements are summaries of, and are subject to the detailed provisions of, GE's Restated Certificate of Incorporation, as amended, and By-Laws, as amended, and to the relevant provisions of the New York Business Corporation Law. Currently, GE common stock is listed in the United States on the New York Stock Exchange and the Boston Stock Exchange. GE common stock is also listed on certain foreign exchanges, including The Stock Exchange, London, and the Tokyo Stock Exchange. Certificates representing GE common stock may be presented for registration and transfer at the office of the GE common stock transfer agent, The Bank of New York, in New York City. GE currently is authorized to issue up to 2,200,000,000 shares of GE common stock, par value $0.32 per share. As of June 30, 1994, a total of 1,853,128,000 shares of GE common stock had been 13 issued, of which 1,712,367,373 shares were outstanding. GE is also authorized to issue up to 50,000,000 shares of preferred stock, par value $1.00 per share, in series, but has not issued any such shares. If such shares are issued, GE's Board of Directors may fix the designation, relative rights, preferences, and limitations of the shares of each series. The closing price of GE common stock as reported on the New York Stock Exchange Consolidated Tape on July 13, 1994 was $46.875 per share. An increase in authorized shares and a two-for-one split of issued GE common stock became effective on April 28, 1994. The number of shares authorized, issued, and outstanding set forth in the previous paragraph, and the number of shares to be offered and sold under the GE Stock IRA Plan as set forth elsewhere in this Prospectus, have been adjusted to reflect such increase and stock split. Dividends may be paid on GE common stock out of funds legally available therefor, when and if declared by GE's Board of Directors. Holders of GE common stock are entitled to share ratably therein and in assets available for distribution on liquidation, dissolution, or winding up, subject, if any GE preferred stock is then outstanding, to any preferential rights of such preferred stock. Each share of GE common stock entitles the holder thereof to one vote at all meetings of share owners, and such votes are noncumulative. GE common stock is not redeemable, has no subscription or conversion rights, and does not entitle the holder to any preemptive rights. In the event that at any time in the future GE common stock is not listed on a national securities exchange or is not regularly quoted in an over-the-counter market, under Section 630 of the New York Business Corporation Law the ten largest share owners would be liable under certain conditions for debts, wages, or salaries due and not paid by GE to any laborers, servants, or employees, other than contractors, for services performed by them for GE. PLAN OF DISTRIBUTION GEIS has entered into an agreement with GE and GE Investments (the "Agreement") under which GEIS has agreed to disseminate information relating to the GE Stock IRA Plan, receive Participants' orders for the purchase and sale of GE common stock under the GE Stock IRA Plan and forward such orders to the Administrator, and otherwise serve as GE's share owner servicing agent under the GE Stock IRA Plan. State Street Bank and Trust Company performs recordkeeping and other services for GEIS in connection with the GE Stock IRA Plan. GEIS also serves as distributor for the GE Funds, and is a wholly owned subsidiary of GE Investments, which is itself a wholly owned subsidiary of GE. GEIS is not obligated to obtain orders for the purchase and sale of any specific number of shares of GE common stock under the Agreement. GEIS will receive no compensation for its services under the GE Stock IRA Plan. GEIS is a registered broker-dealer under the Exchange Act, and is a member of the NASD. GE, GE Investments, and GEIS have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Agreement is terminable on 60 days' notice by GE, GE Investments, or GEIS. GE Investments has agreed to pay all general costs and expenses incurred by GE in connection with the operation of the GE Stock IRA Plan, including the costs of registering the shares to be offered and sold under the GE Stock IRA Plan with the Commission. As discussed above, brokerage fees and commissions for purchases and sales of shares (including for purposes of dividend reinvestment) other than purchases directly from GE will be paid by Participants under the GE Stock IRA Plan, and other costs, including account maintenance and termination fees, may be imposed on Participants separately with respect to their GE IRAs. See "DESCRIPTION OF THE GE STOCK IRA PLAN -- Brokerage Fees, Commissions, and Other Costs." EXPERTS The financial statements and schedules of GE and its consolidated affiliates as of December 31, 1993 and 1992, and for each of the years in the three- year period ended December 31, 1993, appearing in GE's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference in this Prospectus, have been incorporated 14 herein in reliance upon the report of KPMG Peat Marwick, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick refers to GE's change in 1993 in its methods of accounting for investments in certain securities and for postemployment benefits and to GE's change in 1991 in its method of accounting for postretirement benefits other than pensions. INDEMNIFICATION Under New York law, GE may or shall, subject to various exceptions and limitations, indemnify its directors and officers against reasonable expenses, including attorneys' fees, judgments, fines, or settlements incurred in connection with actions or proceedings by reason of the fact that such person is or was a director or officer of GE or served some other entity at the request of GE. Subject to certain limitations, GE's By-Laws, as amended, provide that GE shall, to the fullest extent permitted by law, indemnify former and current directors and officers of GE, their heirs and legal representatives, and persons who have agreed to become directors or officers of GE, with respect to judgments, fines, taxes, penalties, settlement costs, and other costs and expenses arising out of actions or proceedings against them in connection with serving in such capacities or serving other entities at GE's request. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling GE pursuant to the foregoing provisions, GE has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. TEXT OF THE GENERAL ELECTRIC COMPANY SHARE INVESTMENT PLAN FOR GE IRAS 1. Purpose The purpose of the General Electric Company Share Investment Plan for GE IRAs (the "GE Stock IRA Plan") is to provide to certain share owners of General Electric Company (the "Company"), who have established self-directed individual retirement accounts ("GE IRAs") using the proprietary form developed by GE Investment Management Incorporated ("GE Investments"), a convenient means to purchase, hold, and sell shares of General Electric Company common stock, $0.32 par value ("Common Stock"), as well as to reinvest cash dividends paid on such shares of Common Stock in additional shares of Common Stock ("Dividend Reinvestment") for their GE IRAs. The GE Stock IRA Plan is intended to provide holders of GE IRAs with a Common Stock investment alternative to complement the various investment funds managed by GE Investments otherwise available to GE IRAs (the "GE Funds"). Participation in the GE Stock IRA Plan is available only to persons who have established GE IRAs and who meet the share owner eligibility requirements set forth below (a "Participant"). 2. Plan Administration State Street Bank and Trust Company, or its successor, shall act as agent under and administrator of the GE Stock IRA Plan (the "Administrator"). The Administrator shall perform such duties as are set forth in the GE Stock IRA Plan and in an agreement among the Company, GE Investments, GE Investment Services Inc. ("GEIS"), and the Administrator. GE Investments and GEIS shall perform such duties as are set forth in the GE Stock IRA Plan and in an agreement among the Company, GE Investments, and GEIS. The Company, GE Investments, GEIS, and the Administrator may from time to time agree that specified functions of GE Investments, GEIS, and the Administrator under the GE Stock IRA Plan may be delegated to and performed by other parties. In addition, the Administrator may, in its sole discretion, select one or more broker-dealers (including without limitation a broker-dealer affiliated with the Administrator) to execute transactions under the GE Stock IRA Plan in Common Stock on behalf of Participants' GE IRAs. 3. Participation (a) Eligibility. A person is eligible to be a Participant in the GE Stock IRA Plan through a GE IRA if such person is currently an owner of Common Stock as a 15 registered share owner (including as a joint owner, such as a joint tenant or a tenant in common), or an owner of at least one whole share of Common Stock as a participant in the GE Savings & Security Program (the "GE S&S Program"), the General Electric Company Dividend Reinvestment and Share Purchase Plan (the "GE DRP"), or the GE Stock IRA Plan (collectively, an "Eligible Share Owner"); provided, however, that an Eligible Share Owner who is not a resident of the United States may be a Participant only if GE Investments can confirm to the Administrator, without unreasonable effort or expense, that participation by such Eligible Share Owner will comply with all applicable laws and regulations. A person must be an Eligible Share Owner at any time he or she purchases Common Stock through his or her GE IRA under the GE Stock IRA Plan. No purchase order will be executed until the Administrator has confirmed the eligibility of the person placing the purchase order to participate in the GE Stock IRA Plan. The Administrator or GE Investments may, in its sole discretion, require any person seeking to participate in the GE Stock IRA Plan to furnish such information as it may deem necessary or advisable to confirm that such person is an Eligible Share Owner. The Administrator may rely on information furnished by the Company, GE Investments, and/or the person seeking to purchase Common Stock under the GE Stock IRA Plan for purposes of confirming eligibility to participate in the Plan. (b) Enrollment. An Eligible Share Owner who has received a current prospectus relating to the GE Stock IRA Plan may enroll in the GE Stock IRA Plan at the time he or she establishes a GE IRA or thereafter. To enroll in the GE Stock IRA Plan at the time a GE IRA is established, the Eligible Share Owner should complete the portions of the GE IRA Account Application (the "Application") that relate to enrollment in the GE Stock IRA Plan, sign the Application, and return it to the custodian of the GE IRAs (the "GE IRA Custodian"), at the address set forth on the Application. The Application must be signed by the Eligible Share Owner seeking to participate in the GE Stock IRA Plan, or by his or her authorized representative. To enroll in the GE Stock IRA Plan after a GE IRA has been established (including if the GE IRA existed at the effective date of the GE Stock IRA Plan), the Eligible Share Owner should contact GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. Unless otherwise determined by the Administrator, such Eligible Share Owner need not submit a new Application. In enrolling in the GE Stock IRA Plan, an Eligible Share Owner must provide his or her name in the exact form in which it appears as a registered owner of Common Stock or as a participant in the GE S&S Program or the GE DRP. (c) Obtaining an Application. An Application may be obtained by contacting GEIS by telephone, in writing, or in any other manner as set forth in the then- current prospectus relating to the GE Stock IRA Plan. 4. Purchases of Common Stock A Participant may, during regular business hours on any business day, instruct the Administrator to purchase shares of Common Stock under the GE Stock IRA Plan for his or her GE IRA. Instructions for such transactions may be given to the Administrator through GEIS by contacting GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. A Participant must instruct the Administrator to purchase a specific dollar amount of Common Stock under the GE Stock IRA Plan; instructions to purchase a specific number of shares will not be accepted. The minimum dollar amounts for purchases of Common Stock under the GE Stock IRA Plan will be the same as the lowest minimum dollar amounts applicable to the purchase of shares of any of the GE Funds available to GE IRAs in like circumstances. There are no limits on the maximum dollar amounts or frequency of Common Stock purchases under the GE Stock IRA Plan. 16 A Participant's purchase order for Common Stock under the GE Stock IRA Plan will be executed only if the Participant has either made a contribution or rollover or transfer of cash into his or her GE IRA, or will timely receive into his or her GE IRA the proceeds of a redemption of shares of GE Funds, at least equal to the dollar amount of the purchase order for Common Stock. Brokerage fees and commissions payable in connection with purchases of Common Stock will be deducted from the dollar amount of the purchase order. Purchase orders for Common Stock received by 4:00 p.m. (New York City Time) on a business day will be executed on the next business day (or as promptly as practicable thereafter). Purchase orders received after 4:00 p.m. (New York City Time) on a business day will be executed on the second following business day (or as promptly as practicable thereafter). A purchase order for Common Stock under the GE Stock IRA Plan will be executed by or at the direction of the Administrator. The Administrator will aggregate a Participant's purchase order with those of other Participants executed on the same day on which the Participant's purchase order is executed. Execution of a purchase order under the GE Stock IRA Plan may result in the crediting of fractional shares to the Participant's GE IRA. Such fractional shares will be calculated to three decimal places. 5. Sales of Common Stock A Participant may, during regular business hours on any business day, instruct the Administrator to sell shares of Common Stock under the GE Stock IRA Plan held in his or her GE IRA. Instructions for such transactions may be given to the Administrator through GEIS by contacting GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. A Participant must instruct the Administrator to sell a specific number of shares of Common Stock under the GE Stock IRA Plan (which may include any fractional shares credited to the Participant's GE IRA); instructions to sell a specific dollar amount of Common Stock will not be accepted. There are no minimum or maximum amounts of Common Stock sales or limits on the frequency of sales under the GE Stock IRA Plan. Short sales are not permitted under the GE Stock IRA Plan. A Participant's sales order for Common Stock will be executed only if the Participant has in his or her GE IRA a number of shares of Common Stock at least equal to the number of shares to be sold. Brokerage fees and commissions payable in connection with sales of Common Stock will be deducted from the proceeds of the sale. Sales orders for Common Stock received by 4:00 p.m. (New York City Time) on a business day will be executed on the next business day (or as promptly as practicable thereafter). Sales orders received after 4:00 p.m. (New York City Time) on a business day will be executed on the second following business day (or as promptly as practicable thereafter). A sales order for Common Stock under the GE Stock IRA Plan will be executed by or at the direction of the Administrator. The Administrator will aggregate the Participant's sales order with those of other Participants executed on the same day on which the Participant's sales order is executed. If execution of a sales order under the GE Stock IRA Plan would cause the Participant to have less than one whole share remaining in his or her GE IRA, then such fractional shares will be sold together with other shares sold pursuant to such sales order. If at least one whole share of Common Stock will remain in a Participant's GE IRA after a sale of Common Stock, then any shares of Common Stock (including fractional shares) remaining after such sale will continue to be held in his or her GE IRA. 6. Cash Dividends and Dividend Reinvestment Cash dividends on any shares of Common Stock held in a GE IRA under the GE Stock IRA Plan will be automatically reinvested in additional shares of Common Stock under the Dividend Reinvestment feature, except that a Participant who has attained age 59-1/2 may elect to have all (and not less than all) such cash dividends instead paid to his or her GE IRA and immediately distributed to the Participant as a withdrawal. Such an election by a Participant who has attained age 59-1/2 will remain in effect until 17 revoked by the Participant. Such an election or a revocation of such election must be received by the Administrator not less than five business days prior to the scheduled payment date for a dividend in order to be effective for such dividend. Such election or revocation shall be communicated to the Administrator through GEIS, by contacting GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. All cash dividends paid on Common Stock held under the GE Stock IRA Plan subject to automatic dividend reinvestment will be paid over by the Company to the Administrator at the dividend payment date. The Administrator will aggregate all purchases of Common Stock in connection with Dividend Reinvestment for a given dividend payment date, but purchases for purposes of Dividend Reinvestment will not be aggregated with other purchases of Common Stock under the GE Stock IRA Plan. Brokerage fees and commissions payable in connection with purchases of Common Stock through Dividend Reinvestment will be deducted from the dollar amount of the dividends to be reinvested. The Administrator will complete purchases of Common Stock for purposes of Dividend Reinvestment as promptly as practicable after receipt of payment of dividends from the Company. Dividend Reinvestment is available under the GE Stock IRA Plan only for shares of Common Stock held in a GE IRA. 7. Purchases and Sales, Pricing of Shares, Fees and Commissions, and Other Terms; Fractional Shares (a) Where Purchases and Sales are Made; Pricing of Shares Purchased and Sold. Purchases and sales of Common Stock under the GE Stock IRA Plan may be made by or at the direction of the Administrator on any securities exchange upon which shares of the Common Stock are traded, in the over-the- counter market, or in negotiated transactions. Purchases may also be made directly from the Company, if and to the extent the Company is then willing and able to sell shares of Common Stock through the GE Stock IRA Plan. Purchases and sales may be on such terms as to price, delivery, and other matters as the Administrator, in its sole discretion, may determine; provided, however, that the price per share of any purchase of Common Stock from the Company shall be the average of the high and low sales prices of a share of Common Stock as reported on the New York Stock Exchange Consolidated Tape for the day of such purchase. In any case in which purchases (not including for purposes of Dividend Reinvestment) or sales of Common Stock are aggregated under the GE Stock IRA Plan, the price per share at which the Administrator shall be deemed to have purchased shares of Common Stock for each GE IRA on a given day shall be the average price of all shares so purchased (including purchases both directly from the Company and from other sources) for all such IRAs on such day, and the price per share at which the Administrator shall be deemed to have sold shares of Common Stock for each GE IRA on a given day shall be the average price of all shares so sold for all such IRAs on such day. In the case of Dividend Reinvestment, the price per share at which the Administrator shall be deemed to have purchased shares of Common Stock under the GE Stock IRA Plan for each GE IRA in connection with a given dividend payment by the Company shall be the average price of all shares so purchased (including purchases both directly from the Company and from other sources) for purposes of Dividend Reinvestment for all such IRAs in connection with such dividend payment. Purchase and sale orders will not be netted against one another under the GE Stock IRA Plan. (b) Fees and Commissions for Purchases and Sales. When the Administrator purchases or sells Common Stock under the GE Stock IRA Plan for a GE IRA, including purchases for purposes of Dividend Reinvestment, such IRA shall pay all applicable brokerage fees and commissions (and transfer taxes, if any); provided, however, that no brokerage fees and commissions shall be imposed with respect to any purchase of Common Stock under the GE Stock IRA Plan directly from the Company. Brokerage fees and commissions will be calculated based on the aggregate purchases or sales executed under the GE Stock IRA Plan on a given day or, in the case of purchases for purposes of Dividend 18 Reinvestment, the aggregate purchases executed under the GE Stock IRA Plan in connection with a given dividend payment. Each GE IRA will pay such brokerage fees and commissions in the same proportion that the number of shares purchased or sold for such GE IRA bears to the aggregate number of shares so purchased or sold. No other costs will be imposed under the GE Stock IRA Plan, although costs may be imposed separately with respect to GE IRAs, including account maintenance and termination fees. (c) Other Terms of Purchases and Sales. In no event will a purchase or sale of Common Stock required to be made "as promptly as practicable" under the GE Stock IRA Plan be made later than 30 days after the first day on which such transaction could be made; provided, however, that such rule shall not apply if and to the extent deemed necessary or advisable by the Administrator, in its sole discretion, to comply with any applicable federal or state securities laws or other applicable laws or regulations or rules of a stock exchange. No interest will be paid under the GE Stock IRA Plan to Participants or their GE IRAs on any funds held pending execution of purchases of shares of Common Stock, resulting from sales of such shares or from dividends thereon, or otherwise resulting under the Plan. For purposes of the GE Stock IRA Plan, a "business day" means a day on which the Administrator and GEIS are open for business or, in any case in which a transaction is to be executed, the Administrator and GEIS are open for business and the New York Stock Exchange is open for trading. Any instruction received or other event that occurs on a day that is not a business day will be deemed to have been received or have occurred on the next day which is a business day. (d) Fractional Shares. As stated in Sections 4 and 5, purchases, holdings, and sales of Common Stock under the GE Stock IRA Plan may include fractional shares credited to a GE IRA. Fractional shares will not, however, be issued by the Company, and certificates representing fractional shares will not be delivered to Participants or to their GE IRAs under any circumstances. As stated in Sections 5 and 8(c), in no event will less than one whole share continue to be held in a Participant's GE IRA. 8. Share Custody, Rollovers and Transfers, and Withdrawals (a) Custody. All shares of Common Stock purchased under the GE Stock IRA Plan for a GE IRA or deposited into a GE IRA under Section 8(b) will be held by the GE IRA Custodian, or its nominee, until the Participant sells the shares under Section 5 or withdraws the shares from his or her GE IRA under Section 8(c).Instructions given to the Administrator under the GE Stock IRA Plan by Participants shall be deemed to be given also to the GE IRA Custodian. Shares of Common Stock held by the GE IRA Custodian may not be pledged, sold, or otherwise disposed of or encumbered by the Participant or by his or her GE IRA, except as expressly permitted by the GE Stock IRA Plan and by the GE IRA Custodian. (b) Rollovers and Transfers of Shares Into a GE IRA. A person may deposit, or cause to be deposited, shares of Common Stock into his or her GE IRA under the GE Stock IRA Plan through a rollover of shares from the Participant's GE S&S Program account or from another IRA established by such person. Such shares may be deposited by means of a direct rollover from the trustee of the GE S&S Program or from the custodian or trustee of such other IRA to the GE IRA Custodian. If certificates representing such rollover shares have been issued and delivered to such person by the trustee of the GE S&S Program or by the custodian or trustee of such other IRA, the GE IRA Custodian may determine, in its sole discretion, whether to accept the deposit of such rollover shares into such person's GE IRA, and the manner by which such deposit may be made. A person may cause to be deposited shares of Common Stock into his or her GE IRA under the GE Stock IRA Plan through a transfer of shares from another IRA established by such person. The deposit of such shares by means of a transfer may be effected only by a transfer directly from the custodian or trustee of such other IRA to the GE IRA Custodian. A person contemplating a rollover or transfer of shares into his or her GE IRA should, before 19 initiating the rollover or transfer, contact GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. A person need not be a Participant in the GE Stock IRA Plan or an Eligible Share Owner in order to deposit shares in his or her GE IRA pursuant to a permitted rollover or transfer. Upon such deposit, such person will be deemed to be a Participant, and such shares will be deemed to be held under the GE Stock IRA Plan. Except for deposits by means of rollovers and transfers of shares authorized by or under this Section 8(b), no shares of Common Stock may be deposited into GE IRAs under the GE Stock IRA Plan. (c) Withdrawal of Shares. Shares of Common Stock held under the GE Stock IRA Plan may be withdrawn from a GE IRA, in which case one or more certificates for whole shares will be issued in the name of, and delivered to, the Participant. Except in connection with a rollover or transfer withdrawal, a Participant may not designate any other person to receive shares of Common Stock withdrawn from his or her GE IRA. A Participant seeking to withdraw shares of Common Stock shall give instructions to the Administrator through GEIS, by contacting GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. Such instructions shall be acted upon as promptly as practicable. If a withdrawal under the GE Stock IRA Plan would cause the Participant to have less than one whole share remaining in his or her GE IRA or otherwise require the delivery to the Participant of fractional shares credited to his or her GE IRA, such Participant will receive cash in lieu of such fractional shares based on the average sales price per share of Common Stock, less applicable brokerage fees and commissions, sold under the GE Stock IRA Plan on the day of the withdrawal or, if there were no sales under the GE Stock IRA Plan on that day, on the next preceding day on which sales occurred under the GE Stock IRA Plan. Shares of Common Stock held under the GE Stock IRA Plan may be withdrawn from a GE IRA by means of a rollover into a plan qualified under Section 401 of the Internal Revenue Code of 1986, as amended, or a rollover or transfer into another IRA of the Participant in accordance with such procedures as the Administrator and the GE IRA Custodian may specify. A person contemplating a rollover or transfer of shares out of his or her GE IRA should, before initiating the rollover or transfer, contact GEIS by telephone, in writing, or in any other manner as set forth in the then-current prospectus relating to the GE Stock IRA Plan. 9. Termination of Participation Participation in the GE Stock IRA Plan will terminate at such time as the Participant ceases to hold at least one whole share of Common Stock in his or her GE IRA or the Participant's GE IRA is terminated. Participation in the GE Stock IRA Plan will also terminate upon termination of the Plan by the Company, as provided in Section 16(a). 10. Statements to Participants The GE IRA Custodian shall reflect purchases, sales, deposits, and withdrawals of shares of Common Stock and other GE Stock IRA Plan transactions by appropriate adjustments to the Participant's GE IRA. Upon completion of each purchase and sale transaction (other than Dividend Reinvestments, as discussed below) for a GE IRA, the Administrator will provide or cause to be provided a written statement to the Participant showing the type of transaction and date thereof, the number of shares of Common Stock purchased or sold, the aggregate amount invested (including brokerage fees and commissions) or aggregate net proceeds of sales received (after deducting brokerage fees and commissions), the purchase price per share (including brokerage fees and commissions), the sales price per share (after deducting brokerage fees and commissions), the brokerage fees and commissions paid per share, the total shares held for the Participant's GE IRA (computed to three decimal places), and other information. Additional information regarding a Participant's GE IRA will be provided in statements relating to his or her GE IRA furnished by the GE IRA Custodian, including information regarding rollovers and transfers of shares into and withdrawals of shares from a Participant's GE IRA. With respect to dividends and Dividend Reinvestments, the GE IRA Custodian, in lieu of the 20 transactional statements described in the preceding paragraph, may include information regarding dividend payments and Dividend Reinvestment in quarterly statements relating to the Participant's GE IRA. In such case, the quarterly statements will provide information regarding the amount of the dividend payment, the disposition of any such payment, the date of any Dividend Reinvestment, the number of shares of Common Stock purchased in such Dividend Reinvestment, the aggregate amount invested (including brokerage fees and commissions), the purchase price per share (including brokerage fees and commissions), the brokerage fees and commissions paid per share, and other information. 11. Taxes Participation in the GE Stock IRA Plan, including through Dividend Reinvestment, will not relieve a Participant or his or her GE IRA of any liability for taxes that may otherwise be payable by such Participant or GE IRA. 12. Voting of Shares Each Participant will be entitled to vote the number of shares of Common Stock held in his or her GE IRA under the GE Stock IRA Plan (including any fractional shares credited to such account) on any matter as to which the approval of GE's share owners is sought. The Administrator will cause any proxy materials relating to a meeting of the Company's share owners to be forwarded to each Participant, including a proxy card. If a Participant does not vote or grant a valid proxy with respect to any shares held under the GE Stock IRA Plan, such shares will not be voted. Similar procedures will apply in the case of any consent solicitation of Company share owners. 13. Extraordinary Corporate Events Any shares of Common Stock distributed as a dividend or distribution in respect of shares of Common Stock or in connection with a split of shares of Common Stock held for a GE IRA under the GE Stock IRA Plan will be added to the holdings of the GE IRA under the GE Stock IRA Plan. In the event of any other non-cash dividend or distribution in respect of shares of Common Stock held for a Participant's GE IRA under the Plan, the Administrator will, if reasonably practicable and at the direction of GE Investments, sell any property received in such dividend or distribution as promptly as practicable and, in the case of a Participant whose shares are subject to Dividend Reinvestment, use the proceeds to purchase additional shares of Common Stock in the same manner as cash paid over to the Administrator for Dividend Reinvestment, and, in the case of a Participant who has attained age 59-1/2 and elected to have such cash dividends paid to his or her GE IRA and immediately distributed to the Participant as a withdrawal, pay such proceeds in cash to such GE IRA for distribution rather than automatically reinvesting them in additional shares of Common Stock. 14. Limitation of Liability None of the Company, GE Investments, GEIS, the Administrator, or the GE IRA Custodian shall be liable for any act done in good faith, or for any good faith omission to act, under the GE Stock IRA Plan, including without limitation any claims of liability with respect to the prices at which shares of Common Stock are purchased or sold for a GE IRA, the times such purchases or sales are made, and any change in market value before or after the purchase or sale of any shares of Common Stock. 15. Notices (a) Notice to the Administrator, Including Through GEIS. Any notice that a Participant is required or permitted to give or make to the Administrator under the GE Stock IRA Plan may be given to the Administrator in such manner as specified in the GE Stock IRA Plan or in the then-current prospectus relating to the GE Stock IRA Plan. Such notice may be given to the Administrator through GEIS if and to the extent specified in the GE Stock IRA Plan or in the then- current prospectus relating to the Plan. If no method for giving a particular notice to the Administrator is specified, such notice shall be given in writing addressed to: GE IRA P.O. Box 8325 Boston, MA 02266-8325 or such other address as the Administrator shall furnish to the Participant. Except as otherwise specified 21 in the GE Stock IRA Plan or in the GE IRA Disclosure Statement and Custodial Account Agreement, any notice, including a notice given through GEIS, shall be deemed to have been sufficiently given or made when received by the Administrator; provided, however, that, if the date of receipt is not a business day, receipt shall be deemed to have occurred on the next day which is a business day. (b) Notice to a Participant. Any notice, statement, or other communication which, under any provision of the GE Stock IRA Plan, is required or permitted to be given or made to a Participant shall be in writing, and shall be deemed to have been sufficiently given or made for all purposes by being actually delivered to the Participant or deposited, postage prepaid in a post office letter box addressed to such Participant at such Participant's address as it shall last appear on the Administrator's records. 16. General Provisions (a) Amendment, Modification, Suspension, and Termination of the GE Stock IRA Plan. The Company reserves the right to amend, modify, suspend, or terminate the GE Stock IRA Plan in any respect without the consent of any Participant, and any such change may have retroactive effect. In the event the Company terminates the GE Stock IRA Plan, the participation of each Participant will cease. In such a case, whether the GE IRA Custodian will continue to act as custodian of the Participant's GE IRA and, if so, whether the GE IRA Custodian will permit Common Stock to continue to be held and/or purchased or sold for such GE IRA will be determined in the sole discretion of the GE IRA Custodian. (b) Administrator's Decisions Final and Binding. Any decision of the Administrator, including without limitation a decision as to eligibility to participate in the Plan, is final and binding on all persons, including any Participant, any person seeking to participate in the GE Stock IRA Plan, and any person making any claim by or through any such person. (c) Successors to the Administrator, GE Investments, and GEIS. Any amendment of the GE Stock IRA Plan may include the appointment by the Company, in the place and stead of the then-current Administrator, of a successor thereto. No approval of Participants shall be required for any such appointment of a successor Administrator. The Company may, without amending the GE Stock IRA Plan, designate any direct or indirect subsidiary of the Company to perform any or all of the functions of GE Investments or GEIS under the GE Stock IRA Plan. (d) GOVERNING LAW. THE GE STOCK IRA PLAN, THE APPLICATION, ANY OTHER INSTRUMENT OR DOCUMENT UNDER THE GE STOCK IRA PLAN, AND THE OPERATION OF THE GE STOCK IRA PLAN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PROVISIONS RELATING TO CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. (e) Effective Date. The effective date of the GE Stock IRA Plan is October 18, 1993. As amended through August 10, 1994 22 GE STOCK IRA PLAN Prospectus August 10, 1994 Common Stock
Table of Contents Page Available Information 2 Incorporation of Certain Documents by Reference 2 Comparison of the GE Stock IRA Plan and the GE Dividend Reinvestment and Share Purchase Plan 3 Description of the GE Stock IRA Plan 4 Use of Proceeds 12 Description of Capital Stock 12 Plan of Distribution 13 Experts 13 Indemnification 14 Text of the General Electric Company Share Investment Plan for GE IRAs 14
General Electric Company Share Investment Plan for GE IRAs 23 GE Investment Services Inc. P.O. Box 7900 3003 Summer Street Stamford, CT 06904-7900 1-800-242-0134 -----END PRIVACY-ENHANCED MESSAGE-----