AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2002
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK 14-0689340
(State of incorporation) (IRS Employer Identification Number)
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431
(203) 373-2211
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
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ROBERT E. HEALING, ESQ.
CORPORATE COUNSEL
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431
(203) 373-2243
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
STEVEN R. LOESHELLE, ESQ.
ROSLYN TOM, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 259-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. /x/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
number of the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Be Registered Offering Aggregate Registration Fee
Registered Price Per Share Offering Price
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Common Stock, par value 23,770,662 $36.61 $870,243,935.82 $80,062.44
$.06 per share............ shares
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There is being registered hereunder a number of shares of common stock,
estimated at 23,770,662 shares, to be issued to the selling shareholders
pursuant to an agreement and plan of merger. The actual number of shares to
be issued to the selling shareholders will be determined by a fixed formula
based on fluctuating market prices of the shares that will be calculated
prior to the closing of the merger transaction. The actual number of shares
to be issued to the selling shareholders will be included in a prospectus
filed pursuant to Rule 424(b).
Pursuant to Rule 457(c), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the
high and low prices for our common stock on April 3, 2002, as reported on
the New York Stock Exchange.
GE previously paid a registration fee of $11,757,593.15 upon the filing of
the registration statement on Form S-4 initially filed by GE on November
13, 2000 (Registration No. 333-49710) in connection with the planned merger
of Honeywell International Inc. into a wholly owned subsidiary of GE. This
transaction was not consummated and the shares registered under
Registration No. 333-49710 were not issued. Pursuant to Rule 457(p), the
registration fee of $98,410.75 for the registration statement on Form S-4
initially filed by GE on December 28, 2001 (Registration No. 333-76066) and
the registration fee of $4,600,000 for the registration statement on Form
S-3 initially filed by General Electric Capital Corporation, a wholly owned
subsidiary of GE, on March 18, 2002 (Registration No. 333-84462) were
offset against the total registration fee paid on the earlier registration
statement, leaving a balance of $7,059,182.40 on the fee paid for
Registration No. 333-49710. Pursuant to Rule 457(p), the full amount of the
registration fee currently due for this Registration Statement has been
offset against the remaining balance of the fee paid for Registration No.
333-49710. After such offset a balance of $6,979,119.96 remains from the
fee paid for Registration No. 333-49710.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
EXPLANATORY STATEMENT
The number of shares of common stock of General Electric Company shown as
beneficially owned and offered by the selling shareholders is estimated at
23,770,662 shares of common stock to be issued pursuant to the Agreement and
Plan of Merger, by and among General Electric Company, National Broadcasting
Company, Inc., TN Acquisition Corp., SPE Mundo Investment Inc. and Telemundo
Communications Group, Inc. ("Telemundo"), dated as of October 11, 2001 (the
"Merger Agreement"). These shares are being issued to the selling shareholders
in connection with our acquisition of Telemundo. The actual number of shares of
common stock to be issued will be based on a fixed formula pursuant to the
Merger Agreement, whereby the purchase price, subject to adjustment, for
Telemundo, will be divided by the average of the daily volume-weighted sales
prices per share of our common stock on the New York Stock Exchange for each of
the ten consecutive trading days ending on the fourth trading day prior to the
closing for the acquisition of Telemundo. In addition, the actual number of
shares of common stock to be issued to the selling shareholders under the Merger
Agreement is subject to further adjustment under certain circumstances prior to
the closing date pursuant to a fixed formula based on the sales price of our
common stock immediately prior to closing. The actual number of shares of common
stock to be issued and to be beneficially owned and offered by the selling
shareholders under this Registration Statement will be set forth in the final
prospectus to be filed with the SEC pursuant to Rule 424(b).
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION RELATING TO THESE
SECURITIES IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 9, 2002
PROSPECTUS
23,770,662 SHARES
GENERAL ELECTRIC COMPANY
COMMON STOCK
This prospectus relates to the resale of up to 23,770,662 shares of our
common stock, par value $.06 per share, which will be issued to shareholders of
Telemundo Communications Group, Inc. as part of the consideration for our
acquisition of Telemundo Communications Group, Inc., an entity that will become
our wholly-owned subsidiary after the acquisition.
The parties listed in this prospectus under the section entitled "Selling
Shareholders" may offer for sale the shares covered by this prospectus from time
to time through public or private transactions, on or off the New York Stock
Exchange, at prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices. We will not receive any proceeds from
the sales of our common stock by the selling shareholders. For additional
information on the methods of sale, you should refer to the section entitled
"Plan of Distribution" in this prospectus.
OUR COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE UNDER THE
SYMBOL "GE."
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THE MAILING ADDRESS OF OUR PRINCIPAL EXECUTIVE OFFICES IS 3135 EASTON
TURNPIKE, FAIRFIELD, CONNECTICUT 06431. OUR TELEPHONE NUMBER IS 203-373-2211.
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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_______, 2002
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public from
the SEC's web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C., or the public reference rooms in New York City and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our common stock is listed and traded on the New York
Stock Exchange (the "NYSE"). You may also inspect the information we file with
the SEC at the NYSE's offices at 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" in this prospectus the
information in the documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus the documents listed below and any future filings
that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the
termination of the offering:
o Annual Report on Form 10-K for the year ended December 31, 2001; and
o Current Report on Form 8-K dated March 21, 2002.
You may request a copy of these documents at no cost to you by writing
or telephoning us at the following address:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
Attn: Investor Communications
(203) 373-2211
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE HAVE AUTHORIZED NO
ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR A PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.
REFERENCES IN THIS PROSPECTUS TO GE, WE, US AND OUR ARE TO GENERAL
ELECTRIC COMPANY.
THE COMPANY
GE is one of the largest and most diversified industrial corporations
in the world. GE has engaged in developing, manufacturing and marketing a wide
variety of products for the generation, transmission, distribution, control and
utilization of electricity since its incorporation in 1892. Over the years, GE
has developed or acquired new technologies or services that have broadened
considerably the scope of its activities.
GE's products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.
GE's services include product services; electrical product supply
houses; electrical apparatus installation, engineering, repair and rebuilding
services; and computer-related information services. Through its affiliate, the
National Broadcasting Company, Inc., GE delivers network television services,
operates television stations, and provides cable, Internet and multimedia
programming and distribution services. Through another affiliate, General
Electric Capital Services, Inc., GE offers a broad array of financial and other
services, including consumer financing, commercial and industrial financing,
real estate financing, asset management and leasing, mortgage services, consumer
savings and insurance services, specialty insurance and reinsurance.
ACQUISITION OF TELEMUNDO COMMUNICATIONS GROUP, INC.
This prospectus relates to the resale of shares of our common stock,
par value $.06 per share, which will be issued to shareholders of Telemundo
Communications Group, Inc. ("Telemundo") as part of the consideration for our
acquisition of Telemundo, an entity that will become our wholly-owned subsidiary
after the acquisition.
Paxson Communications Corporation has commenced an arbitration
proceeding against National Broadcasting Company, Inc., our wholly-owned
subsidiary, alleging, among other things, that the acquisition of Telemundo
would be contrary to NBC's contractual obligations to Paxson. The allegations
relate to certain agreements entered into between NBC and Paxson in 1999,
pursuant to which NBC acquired non-voting convertible preferred stock in Paxson
and obtained options which, if NBC elected to exercise them, would give NBC
control of Paxson. Paxson is seeking both to enjoin the acquisition and to
recover monetary damages. We cannot predict the outcome of the arbitration
between NBC and Paxson.
USE OF PROCEEDS
We will not receive any proceeds from the sales of our common stock by
the selling shareholders. All proceeds from the sale of these shares will be for
the accounts of the selling shareholders.
DESCRIPTION OF COMMON STOCK
The following description of our common stock is a summary and is
subject to the provisions of our certificate of incorporation, our by-laws and
the relevant provisions of the law of New York.
We are currently authorized to issue up to 13,200,000,000 shares of
common stock, par value $.06 per share. As of December 31, 2001, we had
outstanding approximately 9,925,938,000 shares of our common stock.
Holders of the GE common stock are entitled to share ratably in any
dividends and in any assets available for distribution on liquidation,
dissolution or winding-up, subject, if preferred stock of GE is then
outstanding, to any preferential rights of such preferred stock. Each share of
GE common stock entitles the holder of record to one vote at all meetings of
shareholders, and the votes are noncumulative. The GE common stock is not
redeemable, has no subscription or conversion rights and does not entitle the
holder to any preemptive rights.
Dividends may be paid on the GE common stock out of funds legally
available for dividends, when and if declared by GE's board of directors.
The Bank of New York is the transfer agent and registrar for the GE
common stock.
We are also authorized to issue up to 50,000,000 shares of preferred
stock, par value $1.00 per share, in series, but have not issued any of this
preferred stock. If preferred stock is issued, GE's board of directors may fix
the designation, relative rights, preferences and limitations of the shares of
each series.
SELLING SHAREHOLDERS
The shares of our common stock to which this prospectus relates are
being registered for re-offers and resales by selling shareholders who have
acquired their shares in connection with our acquisition of Telemundo. The
selling shareholders named below may resell all, a portion or none of their
shares at any time.
We are registering all 23,770,662 shares covered by this prospectus on
behalf of the selling shareholders named in the table below. We have registered
the shares to permit the selling shareholders and their pledgees, donees,
transferees or other successors-in-interest that receive their shares from
selling shareholders as a gift, partnership distribution or another non-sale
related transfer after the date of this prospectus to resell the shares when
they deem appropriate. We refer to all of these possible sellers as selling
shareholders in this prospectus.
The following table sets forth information regarding the beneficial
ownership of the common stock by the selling shareholders as of April 9, 2002.
Number of Number of shares of
shares of GE GE common stock Number of shares of GE
common stock beneficially owned common stock owned
beneficially that may be sold beneficially after the
Selling Shareholder owned hereunder sale hereunder
------------ ------------ ------------- -------------
Bastion Capital Fund, L.P. 645,124 645,124 --
Bron Trust dated July 27, 1998 57,541 57,541 --
Bron-Villanueva Capital, LLC 390,664 390,664 --
Council Tree Hispanic Broadcasters II, L.L.C. 1,408,709 1,408,709 --
Liberty TelemundoNet, Inc. 18,218,973 18,218,973 --
SPE Mundo Investment Inc. 2,922,886 2,922,886 --
TLMD LLC 69,223 69,223 --
Villanueva Investments, Inc. 57,541 57,541 --
--
The total number of shares of common stock shown as beneficially owned and
offered by the selling shareholders is estimated at 23,770,662 shares of
common stock to be issued pursuant to the Agreement and Plan of Merger, by
and among General Electric Company, National Broadcasting Company, Inc., TN
Acquisition Corp., SPE Mundo Investment Inc. and Telemundo, dated as of
October 11, 2001 (the "Merger Agreement"). The actual number of shares of
common stock to be issued will be based on a fixed formula pursuant to the
Merger Agreement, whereby the purchase price, subject to adjustment, for
Telemundo, will be divided by the average of the daily volume-weighted
sales prices per share of our common stock on the New York Stock Exchange
for each of the ten consecutive trading days ending on the fourth trading
day prior to the closing for the acquisition of Telemundo. In addition, the
actual number of shares of common stock to be issued under the Merger
Agreement is subject to further adjustment under certain circumstances
prior to the closing date pursuant to a fixed formula based on the sales
price of our common stock immediately prior to closing. The actual number
of shares of common stock to be beneficially owned and offered by the
selling shareholders will be set forth in the final prospectus to be filed
with the SEC pursuant to Rule 424(b).
In each case represents less than 1.0% of our outstanding common stock.
A portion of the shares of GE common stock to be received by Bastion
Capital Fund, L.P., Bron Trust dated July 27, 1998 and Villanueva
Investments, Inc. may be received for the benefit of Bron-Villanueva
Capital, LLC and transferred into the name of Bron-Villanueva Capital, LLC
following the closing for the acquisition of Telemundo.
PLAN OF DISTRIBUTION
The selling shareholders (including their pledgees, donees,
transferees, successors-in-interest or others who may later hold such selling
shareholders' interest in the shares of common stock covered hereby and who are
otherwise entitled to resell the shares using this prospectus) may sell the
shares of common stock covered by this prospectus from time to time directly to
purchasers or through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders or the purchasers. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved. The selling
shareholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale of the common stock covered hereby.
The selling shareholders have advised us that the shares may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at prices related to the prevailing market prices, at varying
prices determined at the time of sale and/or at negotiated prices. These sales
may be effected in one or more transactions, which may involve crosses or block
transactions, including:
o on the New York Stock Exchange;
o in the over-the-counter market;
o in transactions otherwise than on the New York Stock Exchange or in
the over-the-counter market;
o through the writing of options (including the issuance by the selling
shareholders of derivative securities), whether the options or such
other derivative securities are listed on an options or other exchange
or otherwise;
o through the settlement of short sales; or
o any combination of the foregoing.
In connection with the sale of the shares, the selling shareholders may
enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares in the
course of hedging the positions they assume. The selling shareholders may also
sell the shares short and deliver these shares to close out their short
positions, or loan or pledge the shares to broker-dealers or other financial
institutions that in turn may sell these shares. The selling shareholders may
also enter into option or other transactions with broker-dealers or other
financial institutions that require the delivery to the broker-dealer or other
financial institution of the shares, which the broker-dealer or other financial
institution may resell pursuant to this prospectus, or enter into transactions
in which a broker-dealer makes purchases as a principal for resale for its own
account or through other types of transactions.
We do not intend directly or through any of our affiliates to purchase
or otherwise acquire any of the selling shareholders' shares of GE common stock
covered by this prospectus. Likewise, the selling shareholders have no intention
to sell any of their shares of GE common stock covered by this prospectus to us
or any of our affiliates. Because of our ongoing stock repurchase program, which
involves open-market purchases on the NYSE from unnamed and undisclosed sellers,
it is possible, however, that we unintentionally could acquire some of the
selling shareholders' shares of GE common stock covered by this prospectus.
The selling shareholders have advised us that they have not entered
into any agreements, arrangements or understandings with any underwriter,
broker-dealer or agent regarding the sale of their shares. Selling shareholders
may sell any or all of the shares of common stock offered by them pursuant to
this prospectus. In addition, there can be no assurance that any such selling
shareholder will not transfer, devise or gift the shares of common stock by
other means not described in this prospectus.
There can be no assurance that any selling shareholder will sell any or
all of the shares of common stock pursuant to this prospectus. In addition, any
securities covered by this prospectus that qualify for sale pursuant to Rule 144
of the Securities Act of 1933, as amended (the "Securities Act"), may be sold
under Rule 144 rather than pursuant to this prospectus.
The aggregate proceeds to the selling shareholders from the sale of the
shares offered by them will be the purchase price of the shares less discounts
and commissions, if any. If the shares of common stock are sold through
underwriters or broker-dealers, the selling shareholders will be responsible for
underwriting discounts and commissions and/or agent's commissions. We will not
receive any of the proceeds from the sale of the shares of common stock covered
by this prospectus.
Our outstanding common stock is listed for trading on the New York
Stock Exchange under the symbol "GE."
In order to comply with the securities laws of some states, if
applicable, the shares may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
shares may not be sold unless they have been registered or qualified for sale or
an exemption from registration or qualification requirements is available and is
complied with.
The selling shareholders and any underwriters, broker-dealers or agents
that participate in the sale of the shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act. As a result, any
profits on the sale of the shares of common stock by selling shareholders and
any discounts, commissions or concessions received by any such broker-dealers or
agents may be deemed to be underwriting discounts and commissions under the
Securities Act. Selling shareholders who are deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act. The selling shareholders
have acknowledged that they understand their obligations to comply with the
provisions of the Exchange Act and the rules thereunder relating to stock
manipulation, particularly Regulation M.
To the extent required, the shares to be sold, the names of the selling
shareholders, the respective purchase prices and public offering prices, the
names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
We have agreed to indemnify the selling shareholders and their
respective directors, officers and controlling persons against certain
liabilities, including liabilities under the Securities Act, or to contribute
with respect to payments which the selling shareholders may be required to make.
Each selling shareholder has agreed to indemnify us for liabilities arising
under the Securities Act with respect to written information furnished to us by
it or to contribute in connection with these liabilities.
We have agreed to pay all of the expenses incidental to the
registration of the shares of common stock, other than commissions, fees and
discounts of underwriters, brokers, dealers and agents.
We will use our reasonable efforts to keep the registration statement,
of which this prospectus is a part, continuously effective for a period of one
year from the date of the closing of the acquisition of Telemundo or such
shorter period that will terminate upon the earlier of:
o the sale, pursuant to the registration statement to which this
prospectus relates, of all the shares of common stock covered by this
prospectus;
o the distribution of all of the shares of common stock covered by this
prospectus pursuant to Rule 144 under the Securities Act; and
o the time when all of the shares covered by this prospectus have been
otherwise transferred, and subsequent distribution of them would not
require registration of them under the Securities Act.
Our obligation to keep the registration statement to which this
prospectus relates effective is subject to specified, permitted exceptions. In
these cases, we may suspend offers and sales of the shares of common stock
pursuant to the registration statement to which this prospectus relates.
LEGAL MATTERS
Robert E. Healing, corporate counsel of GE will provide opinions for us
regarding the validity of the securities. Mr. Healing beneficially owns or has
rights to acquire an aggregate of less than 0.01% of the outstanding common
stock of GE.
EXPERTS
KPMG LLP, independent certified public accountants, audited our
consolidated financial statements as of December 31, 2001 and 2000, and for each
of the years in the three year period ended December 31, 2001. GE's annual
report on Form 10-K for the year ended December 31, 2001 includes these
financial statements and the auditor's report. The audit report covering the
December 31, 2001, consolidated financial statements refers to changes in the
method of accounting for derivative instruments and hedging activities and
impairment of certain beneficial interests in securitized assets. This
prospectus incorporates the financial statements and report by reference,
relying on the authority of KPMG LLP as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
Filing fee for Registration Statement $ 80,062.44
Accounting fees and expenses 25,000*
Legal fees and expenses 125,000*
Printing fees 30,000*
Miscellaneous 15,000*
Total $275,062.44*
---------------------------------------
* Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law -- hereinafter,
referred to as the "NYBCL" -- provides that, in addition to indemnification
provided in Article 7 of the NYBCL, a corporation may indemnify a director or
officer by a provision contained in the certificate of incorporation or by-laws
or by a duly authorized resolution of its shareowners or directors or by
agreement, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and material to the cause of
action, or that such director or officer personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Section 722 (a) of the NYBCL provides that a corporation may indemnify
a director or officer made, or threatened to be made, a party to any action
other than a derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result of such action, if such director or officer
acted in good faith, for a purpose which he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, in criminal actions or
proceedings, in addition, has no reasonable cause to believe that his conduct
was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action or in connection with an appeal therein if such director or officer acted
in good faith, for a purpose which he reasonably believed to be in, or not
opposed to, the best interest of the corporation, except that no indemnification
will be available under Section 722(c) of the NYBCL in respect of a threatened
or pending action which is settled or otherwise disposed of, or any claim as to
which such director or officer shall have been adjudged liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines, upon application, that, in view of all the circumstances of the
case, the director or officer is fairly and reasonably entitled to indemnity for
such portion of the settlement amount and expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification may be authorized by the corporation. It provides that
indemnification by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action. In the event that the director or officer has not been successful or
the action is settled, indemnification must be authorized by the appropriate
corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director
or officer, indemnification may be awarded by a court to the extent authorized.
Section 722 and Section 723 of the NYBCL contain certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the above section,
(2) directors and officers in instances in which they may be indemnified by a
corporation under such section, and (3) directors and officers in instances in
which they may not otherwise be indemnified by a corporation under such section,
provided the contract of insurance covering such directors and officers
provides, in a manner acceptable to the New York State Superintendent of
Insurance, for a retention amount and for co-insurance.
Section 6 of the restated certificate of incorporation, as amended, of
GE provides in part as follows:
"A person who is or was a director of the corporation shall have no
personal liability to the corporation or its shareowners for damages
for any breach of duty in such capacity except that the foregoing shall
not eliminate or limit liability where such liability is imposed under
the Business Corporation Law of the State of New York."
Article XI of the bylaws, as amended, of GE provides, in part, as follows:
"The Company shall, to the fullest extent permitted by applicable law
as the same exists or may hereafter be in effect, indemnify any person
who is or was or has agreed to become a director or officer of the
Company and who is or was made or threatened to be made a party to or
is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company to procure a
judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the
fact that he or she is or was or has agreed to become a director or
officer of the Company, or is or was serving or has agreed to serve
such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid or to be paid in settlement, taxes or penalties,
and costs, charges and expenses, including attorney's fees, incurred in
connection with such action or proceeding or any appeal therein,
provided, however, that no indemnification shall be provided to any
such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so
adjudicated, or (ii) he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
The benefits of this [p]aragraph shall extend to the heirs and legal
representatives of any person entitled to indemnification under this
paragraph."
GE has purchased liability insurance for its officers and directors as permitted
by Section 727 of the NYBCL.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
---------- -----------------------------------------------------------------
2 Stockholders' and Registration Rights Agreement, by and among
General Electric Company and the signatories thereto, dated as of
October 11, 2001.
5 Opinion of Robert E. Healing, Esq., Corporate Counsel.
23(a) Consent of KPMG LLP.
(b) Consent of Robert E. Healing, Esq. is included in his
opinion referred to in Exhibit 5 above.
24 Power of Attorney.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act that are incorporated by reference in the Registration
Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that, (1) for purposes of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was declared
effective, and (2) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Company, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fairfield, State of Connecticut, on
the 9th day of April, 2002.
GENERAL ELECTRIC COMPANY
By /s/ PHILIP D. AMEEN
-----------------------------------------
PHILIP D. AMEEN
(VICE PRESIDENT AND COMPTROLLER)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*JEFFREY R. IMMELT Chairman of the Board and
------------------------------------------------- Chief Executive Officer
(JEFFREY R. IMMELT) (Principal Executive Officer
and Director) April 9, 2002
*KEITH S. SHERIN Senior Vice President -
------------------------------------------------- Finance and Chief Financial
(KEITH S. SHERIN) Officer (Principal Financial
Officer)
/S/ PHILIP D. AMEEN Vice President and
------------------------------------------------- Comptroller (Principal
(PHILIP D. AMEEN) Accounting Officer)
Director
-------------------------------------------------
(JAMES I. CASH, JR.)
*SILAS S. CATHCART Director
-------------------------------------------------
(SILAS S. CATHCART)
Director
-------------------------------------------------
(DENNIS D. DAMMERMAN)
Director
---------------------------------------------------
(PAOLO FRESCO)
*ANN M. FUDGE Director
---------------------------------------------------
(ANN M. FUDGE)
*CLAUDIO X. GONZALEZ Director
---------------------------------------------------
(CLAUDIO X. GONZALEZ)
Director
---------------------------------------------------
(ANDREA JUNG)
*KENNETH G. LANGONE Director
---------------------------------------------------
(KENNETH G. LANGONE)
*ROCHELLE B. LAZARUS Director
---------------------------------------------------
(ROCHELLE B. LAZARUS)
*SCOTT G. MCNEALY Director
---------------------------------------------------
(SCOTT G. MCNEALY)
*GERTRUDE G. MICHELSON Director April 9, 2002
---------------------------------------------------
(GERTRUDE G. MICHELSON)
*SAM NUNN Director
---------------------------------------------------
(SAM NUNN)
Director
---------------------------------------------------
(ROGER S. PENSKE)
Director
---------------------------------------------------
(FRANK H.T. RHODES)
Director
---------------------------------------------------
(GARY L. ROGERS)
*ANDREW C. SIGLER Director
---------------------------------------------------
(ANDREW C. SIGLER)
*DOUGLAS A. WARNER III Director
---------------------------------------------------
DOUGLAS A. WARNER III)
*ROBERT C. WRIGHT Director
---------------------------------------------------
(ROBERT C. WRIGHT)
*By /S/ ROBERT E. HEALING Attorney-in-fact
------------------------------------------------
(ROBERT E. HEALING)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
2 Stockholders' and Registration Rights Agreement, by and among
General Electric Company and the signatories thereto, dated as
of October 11, 2001.
5 Opinion of Robert E. Healing, Esq., Corporate Counsel.
23(a) Consent of KPMG LLP.
(b) Consent of Robert E. Healing, Esq. is included in his opinion
referred to in Exhibit 5 above.
24 Power of Attorney.