-----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, gCrHWQdbwNY6kfoIqPmMTYcpfrul7umh8/Jz90ICZ8s43eDtM3g54/Evcg1fywm2 g+Tth+rjjcgVRTjh08u3Bw== 0000040545-94-000016.txt : 19940712 0000040545-94-000016.hdr.sgml : 19940712 ACCESSION NUMBER: 0000040545-94-000016 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940711 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: 033-29024 FILM NUMBER: 94538385 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. 33-29024 PROSPECTUS GENERAL ELECTRIC COMPANY 400,000 SHARES COMMON STOCK ($0.32 Par Value) --------------------------------------- This Prospectus relates to the issuance of up to 400,000 shares of Common Stock (the "Common Stock") of the General Electric Company (the "Company") to non-employee directors of the Company pursuant to the Company's 1989 Stock Option Plan for Non-Employee Directors (the "Plan"). The Company's principal executive offices are at 3135 Easton Turnpike, Fairfield, CT 06431 (Telephone: (203) 373-2492). This Prospectus also relates to the subsequent resale of shares of the Common Stock received under the Plan from time to time by such non-employee directors (the "Selling Stockholders"). See "Selling Stockholders." The method of resale of the Common Stock offered hereby is described under the heading "Plan of Distribution." The Company will receive none of the proceeds from resales by the Selling Stockholders. The Company will pay all expenses in connection with this offering other than commissions and discounts of underwriters, dealers or agents. The Common Stock of the Company is listed on the New York and Boston Stock Exchanges. It is also listed on a number of foreign exchanges including the Tokyo Stock Exchange, and The London Stock Exchange. On July 8, 1994, the reported last sale price of the Common Stock on the New York Stock Exchange was $47.38 per share. The information contained in this prospectus reflects the two-for-one split of the Company's Common Stock which became effective on April 28, 1994. -------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------------------- The date of this Prospectus is July 11, 1994. -2- The Selling Stockholders and certain broker-dealers that participate in the resale of the Common Stock offered hereby may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "1933 Act"), and any commission or profit on the resale of shares received by such broker-dealers may be deemed to be underwriting commissions and discounts under the 1933 Act. No person has been authorized to give any information or to make any representations other than those contained in, or incorporated by reference into, this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities by anyone, in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state, 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. Neither delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information herein or the affairs of the Company since the date hereof. -3 AVAILABLE INFORMATION The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"). Reports, proxy statements and other information filed by the Company with the Securities and Exchange Commission (the "Commission") can be inspected and copied, at prescribed rates, during normal business hours at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and; New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such materials can also be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. Copies of the Company's reports, proxy statements and other information can also be inspected at the New York and Boston Stock Exchanges. A registration statement on Form S-3 in respect of the Common Stock offered by this Prospectus (the "Registration Statement") has been filed with the Commission, Washington, D.C. 20549, under the 1933 Act. This Prospectus does not contain all of the information contained in such Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the Commission. Accordingly, additional information concerning the Company and such securities can be found in the Registration Statement, including various exhibits thereto, which may be inspected at the Public Reference Room of the Commission. Additional updating information with respect to the Common Stock and the Plan may be provided in the future to Plan participants by means of appendices to this Prospectus. In the event appendices are used, a copy of this Prospectus will accompany any such appendices provided to new participants in the Plan and, upon request, will be provided to any existing Plan participant receiving such appendices who has misplaced or discarded his copy of the Prospectus. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Commission are incorporated by reference in this Prospectus: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (2) The Company's Quarterly Report on Form 10-Q for the first quarter of 1994; (3) The Company's Report on Form 8-K, dated April 28, 1994; -4- (4) The Company's definitive proxy statement for the Company's 1994 Annual Meeting of Share Owners; and (5) Information with respect to stock options (including the amounts outstanding, exercises, prices, and expiration dates), and the administration of the Plan (including the membership of the Plan committee and the number of persons eligible to participate and actually participating in the Plan), may be included in the future either in the Company's proxy statements or in appendices to this Prospectus. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the termination of this offering, shall be deemed to be incorporated by reference into this Prospectus. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the information referred to above which has been or may be incorporated in this Prospectus by reference, other than exhibits to such information (unless such exhibits are specifically incorporated by reference into the information that is incorporated herein). Requests for such copies should be directed to General Electric Company, 3135 Easton Turnpike, Fairfield, Connecticut 06431, Attention: Investor Communications, telephone number (203) 373-2211. GENERAL INFORMATION ABOUT THE PLAN Introduction - ------------ The Plan was adopted by the Board of Directors of the Company on November 18, 1988, subject to share owner approval, and was approved by the share owners of the Company at the Annual Share Owners Meeting held on April 26, 1989. The purpose of the Plan is to increase the ownership interest in the Company of non-employee directors whose services are considered essential to the Company's continued progress and to provide a further incentive to serve as a director of the Company. The Plan will terminate according to its terms -5- on the day following the 1996 Annual Share Owner's Meeting, except as to stock options outstanding thereunder at that time. The significant features of the Plan are summarized in this Prospectus. Each director to whom a grant is made will be furnished a copy of the Plan. The option grants contain the specific terms and conditions relating to the options. Each director optionee is referred to the Plan and his option grants for a complete statement of the terms and provisions of his options. The Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. Securities Subject to the Plan - ------------------------------ The total number of shares of Common Stock which may be delivered under the Plan may not exceed 400,000 shares, subject to adjustment for any changes in the Common Stock or any option granted under the Plan as a result of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, exchange of stock or other change in corporate structure. The Plan permits either treasury or authorized but unissued shares to be used. If any option granted under the Plan expires or terminates for any reason without having been exercised in full, the shares subject to, but not delivered under, such option again will become available for the grant of other options under the Plan. Participation in the Plan - ------------------------- All directors of the Company who are not employees of the Company or an affiliate shall be eligible to participate in the Plan. As of July 11, 1994, 13 non-employee directors were participating in the Plan. Stock Options - ------------- All options granted under the Plan shall be non-statutory options not intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). An option to purchase 3,000 shares of Common Stock was automatically granted to each non-employee director serving on the Board of Directors of the Company (the "Board") on the first New York Stock Exchange trading day immediately following approval of the Plan by share owners at the 1989 Annual Share Owners' Meeting. Thereafter, an option to purchase 3,000 shares of Common Stock is granted automatically to each non-employee director serving on the Board on the last New York Stock Exchange trading day of each January from 1990 through 1996. The purchase price for the shares subject to the options -6- is 100% of the market value of the Common Stock on the date the options are granted, which shall be the closing per-share price of the Common Stock based upon its consolidated trading price as generally reported for New York Stock Exchange listed stocks. The options become exercisable in four equal annual installments commencing on the first anniversary of the date of grant, except that the first installment of the initial grant matured and became exercisable on January 31, 1990 and each subsequent installment of such grant shall mature and become exercisable on the last day of each subsequent January. Each option granted under the Plan will expire no later than ten years after the grant date or sooner depending on the circumstances of the optionee's termination of service with the Board. In the event of termination of service on the Board, other than by reason of retirement, total and permanent disability or death, outstanding options may be exercised only to the extent that they were exercisable on the date of termination and shall expire three months after termination or on their stated expiration date, whichever occurs first. In the event of termination of service by reason of retirement or total and permanent disability, outstanding options will continue to mature and become exercisable, and matured installments may be exercised at any time within five years after such retirement or disability, but in no event after the expiration date of the term of the option. In the event of the death of the holder of any unexercised option either while serving on the Board or within five years after terminating Board service through retirement, all outstanding options of such holder shall become immediately exercisable by the holder's legal representative. Where death occurs while the holder is a director, unexercised options must be exercised within five years of the director's death. Where death occurs after retirement, such options must be exercised within two years after death or five years after retirement, whichever is later. Options are nonassignable and nontransferable and are exercisable only by the holder or the holder's guardian or legal representative. Payment for the shares under options shall be made in full in cash, stock or a combination thereof. Administration - -------------- The Plan shall be administered by a committee consisting of directors who are not eligible to participate in the Plan (the "Committee"). As of July 11, 1994, the Committee consisted of Paolo Fresco and John F. Welch. The address of each in his capacity as a member of the Committee is 3135 Easton Turnpike, Fairfield, Connecticut 06431. -7- Plan Amendment, Suspension or Termination - ----------------------------------------- The Board may amend, suspend or terminate the Plan at any time, but may not without share owner approval change (1) the selection or eligibility of directors to participate in the Plan, (2) the number of shares subject to any option under the Plan, (3) the purchase price, or (4) materially increase the benefits accruing to participants under the Plan. Tax Aspects - ----------- 1. The granting of an option does not produce taxable income to the option holder or a tax deduction to the Company. Except as noted in paragraph 2 below, upon exercise of an option, the excess of the fair market value of the Common Stock over the option exercise price is taxable to the option holder as ordinary income and deductible by the Company. The tax basis for the Common Stock acquired is such fair market value and the holding period for the Common Stock begins on the date of exercise. 2. If the option holder is subject to the provisions of Section 16(b) of the 1934 Act, Common Stock received pursuant to the exercise of an option is treated for six months as subject to a substantial risk of forfeiture and non- transferable under Section 83(a) of the Code. An option holder who receives such restricted stock will, in the absence of the election described below, recognize income when the restriction lapses in the amount of the stock's then fair market value less any amount paid by the option holder for the stock, and the Company will be allowed a corresponding deduction. The option holder's tax basis for the shares will be the fair market value when the restriction lapses, and the holding period will begin on that date. Amounts paid as dividends prior to lapse of the restriction will be treated as nondividend income to the option holder, deductible by the Company. 3. Within 30 days after the exercise of an option by a holder subject to Section 16(b), the option holder may elect under Section 83(b) of the Code to recognize as income, and the Company may deduct, the difference between the exercise price of such option and the fair market value of the shares on the date of exercise, at which time the holding period begins. GENERAL INFORMATION ABOUT THE COMPANY Description of the Common Stock - ------------------------------- The following statements are summaries of, and are subject to the detailed provisions of, the Company's Restated Certificate of Incorporation, as amended, and By-Laws, as amended, and to the relevant provisions of the New York Business Corporation Law. -8- Currently issued Common Stock is listed on various exchanges including the New York, Boston and Tokyo Stock Exchanges and The London Stock Exchange. Certificates representing the Common Stock may be presented for registration and transferred at the office of the Common Stock registrar and transfer agent, The Bank of New York, in New York City. The Company currently is authorized to issue up to 2,200,000,000 shares of Common Stock, par value $0.32 per share. As of June 30, 1994, a total of 1,712,367,373 shares of Common Stock were outstanding. The Company also is 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 of such shares. If such shares are issued, the Company's Board of Directors may fix the designation, relative rights, preferences and limitations of the shares of each series. Dividends may be paid on the Common Stock out of funds legally available therefor, when and if declared by the Company's Board. Holders of the Common Stock are entitled to share ratably therein and in assets available for distribution on liquidation, dissolution or winding up, subject, if preferred stock of the Company is then outstanding, to any preferential rights of such preferred stock. Each share of the Common Stock entitles the holder thereof to one vote at all meetings of share owners, and such votes are noncumulative. The Common Stock is not redeemable, has no subscription or conversion rights and does not entitle the holder thereof to any preemptive rights. In the event that at any time in the future the 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 the Company to any laborers, servants or employees other than contractors for services performed by them for the Company. USE OF PROCEEDS Proceeds from the sale of shares pursuant to options granted under the Plan shall constitute general funds of the Company. The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders. SELLING STOCKHOLDERS The shares offered pursuant to this Prospectus represent those shares acquired by the Selling Stockholders through exercise of options granted under the Plan. PLAN OF DISTRIBUTION -9- The table set forth below provides the following information as to each Selling Stockholder: material relationships with the Company or any of its predecessors or its affiliates within the past three years; number of shares of Common Stock of the Company beneficially owned as of February 11, 1994; and the number of such shares offered for the account of such Selling Stockholder pursuant hereto. No Selling Stockholder presently owns, or after the completion of this offering will own, one percent or more of the Company's outstanding Common Stock unless additional shares are purchased by such Selling Stockholder.*
Adjusted Number of Shares Owned Adjusted Number of Material as of 2/12/93 Option Shares Received Relationship excluding Pursuant to the with the Company or shares Plan Which Option Any Predecessors or available on Shares Are to be Affiliates of the Name of Selling exercise of Offered Under Company Over the Stockholder Plan Options This Prospectus Last Three Years - ---------------------- ------------- ----------------- ------------------- H. Brewster Atwater, Jr. 2,000 18,000 Director since 1989 D. Wayne Calloway 2,000 9,000 Director since 1991 Silas S. Cathcart 111,898 12,000 Director since 1990** Lawrence E. Fouraker 7,300 13,500 Director since 1981 Claudio X. Gonzalez 2,400 6,000 Director since 1993 Henry H. Henley, Jr. 1,600 18,000 Director since 1972 David C. Jones 5,000 18,000 Director since 1986 Robert E. Mercer 2,000 18,000 Director since 1984 Gertrude G. Michelson 1,600 18,000 Director since 1976 Barbara Scott Preiskel 5,500 18,000 Director since 1982 Frank H. T. Rhodes 400 18,000 Director since 1984 Andrew C. Sigler 4,000 18,000 Director since 1984 Douglas A. Warner III 4,600 6,000 Director since 1992 * As indicated on the cover of this Prospectus, all share information herein has been adjusted to reflect the two-for-one split of the Company's common stock which became effective April 28, 1994. ** Mr. Cathcart (who served as a director of the Company from 1972 to 1987) was reelected to the Board in February 1990 after serving two years as Chairman of the Board of Kidder, Peabody Group, Inc., an indirect wholly owned subsidiary of the Company.
-10- The shares offered hereby may be sold by the Selling Stockholders or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. The shares may be sold by one or more of the following methods, without limitation: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (d) an exchange distribution in accordance with the rules of such exchange; and (e) face-to-face transactions between sellers and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from Selling Stockholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the 1933 Act, in connection with such sales. In addition, any securities covered by this Prospectus that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. Upon the Company's being notified by a Selling Stockholder that any material arrangement has been entered into with a broker or dealer for the sale of shares through a secondary distribution, or a purchase by a broker or dealer, a supplemental Prospectus will be filed, if required, pursuant to Rule 424(b)(3) and (c) under the 1933 Act, disclosing (a) the name of each such broker-dealer(s), (b) the number of shares involved, (c) the price at which such shares were sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (e) that such broker- dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference into this Prospectus, as supplemented, and (f) other facts material to the transaction. EXPERTS The financial statements and schedules of General Electric Company and 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 General Electric Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein, have been incorporated herein in reliance upon the report of KPMG Peat Marwick, independent certified public accountants, 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 changes by the Company in 1993 in its methods of accounting for investments in certain securities and for postemployment benefits, and a change by the Company in 1991 in its method of accounting for postretirement benefits other than pensions. -----END PRIVACY-ENHANCED MESSAGE-----