As filed with the Securities and Exchange Commission on March 1, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New York 3724 14-0689340
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06828
(203) 373-2211
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive office)
Michael R. McAlevey, Esq.
Chief Corporate and Securities Counsel
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828-0001
(203) 373-2967
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Please send copies of communications to:
Ellen J. Odoner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES
TO THE PUBLIC: From time to time after the effective date of this Registration
Statement.
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, as amended (the "Securities Act"), 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 statement 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, check the following box and list the Securities
Act registration statement number of the earlier 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. [ ]
CALCULATION OF REGISTRATION FEE
=============================================== ================= ====================== ======================== ==================
PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE(2)
----------------------------------------------- ----------------- ---------------------- ------------------------ ------------------
Common Stock, par value $.06 per share 7,000,000 $32.74 $229,180,000 $29,037.11
=============================================== ================= ====================== ======================== ==================
(1) Calculated pursuant to Rule 457(c), based on the average of the high
and low prices for the Common Stock on the New York Stock Exchange on
February 27, 2004.
(2) 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. That 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), the registration fee
of $4,600,000.00 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), the
registration fee of $74,216.40 for the registration statement on Form
S-3 initially filed on July 17, 2002 (Registration No. 333-96571),
the registration fee of $35,156.88 for the registration statement on
Form S-8 initially filed on August 28, 2002 (Registration No.
333-98877), the registration fee of $251,620.00 for the registration
statement on Form S-8 initially filed on September 17, 2002
(Registration No. 333-99671), the registration fee of $4,600,000.00
for the registration statement on Form S-3 initially filed by General
Electric Capital Corporation on October 11, 2002 (Registration No.
333-100527), the registration fee of $24,906.00 for the registration
statement on Form S-4 initially filed on December 23, 2002
(Registration No. 333-102111), the registration fee of $404,500 for
the registration statement on Form S-3 initially filed on April 14,
2003 (Registration No. 333-104526), the registration fee of
$28,270.57 for the registration statement on Form S-4 initially filed
on August 1, 2003 (Registration No. 333-107556), the registration fee
of $404,500 for the registration statement on Form S-3 initially
filed on November 26, 2003 (Registration No. 333-110771) and the
registration fee of $7,338.84 for the registration statement on Form
S-4 initially filed on November 26, 2003 (Registration No.
333-110824) were offset against the total registration fee paid on
Registration No. 333-49710, leaving a balance of $1,228,673.71 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 a portion of the
remaining balance of the fee paid for Registration No. 333-49710.
After such offset, a balance of $1,199,636.60 remains from the fee
paid for Registration No. 333-49710.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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The information in this preliminary prospectus is not complete and may be
changed. We 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 MARCH 1, 2004
PROSPECTUS
7,000,000 Shares
GENERAL ELECTRIC COMPANY
Common Stock
This prospectus relates to 7,000,000 shares of common stock, par
value $0.06 per share, of General Electric Company. All of the shares being
offered hereby will be sold by or for the benefit of certain former
securityholders of Amersham plc. We will not receive any proceeds from the sale
of the shares.
The price of the common stock will be based upon market prices
prevailing at the time of sale. Our common stock is listed on the New York Stock
Exchange under the symbol "GE". On February 27, 2004, the last reported sale
price of our common stock was $32.52 per share.
The mailing address of our principal executive offices is 3135 Easton
Turnpike, Fairfield, Connecticut 06828. Our telephone number is (203) 373-2211.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
March , 2004
TABLE OF CONTENTS
Page Page
Where You Can Find More Information...............2 Description of Common Stock.....................5
The Company.......................................3 Selling Shareowners.............................6
Background of this Offering.......................3 Plan of Distribution............................7
Use of Proceeds...................................4 Legal Matters...................................8
Price Range of Common Stock Experts.........................................8
and Dividends..................................5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission, or 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 in Washington, D.C. located at 450 Fifth Street, N.W.,
Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. 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. Information about us is also available at our Internet
site at http://www.ge.com. However, the information on our Internet site is not
a part of this prospectus.
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 our Annual Report on Form 10-K for the year ended
December 31, 2003 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 we sell all of the securities that may be
offered by this prospectus; provided, however, that we are not incorporating any
information furnished under either Item 9 or Item 12 of any Current Report on
Form 8-K.
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 06828
Attn: Investor Communications
Tel: (203) 373-2211
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
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INFORMATION IN THIS PROSPECTUS 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. We have engaged in developing, manufacturing and marketing a wide
variety of products for the generation, transmission, distribution, control and
utilization of electricity since our incorporation in 1892. Over the years, we
have developed or acquired new technologies and services that have broadened
considerably the scope of our activities.
Our 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; chemicals for treatment of water and process
systems; and engineered materials, such as plastics, silicones and, through the
fourth quarter of 2003, superabrasive industrial diamonds.
Our services include product services; electrical product supply
houses; electrical apparatus installation, engineering, repair and rebuilding
services; and through the third quarter of 2002, computer related information
services. Through our affiliate, the National Broadcasting Company, Inc., we
deliver network television services, operate television stations, and provide
cable, Internet and multimedia programming and distribution services. Through
another affiliate, General Electric Capital Services, Inc., we offer 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, and specialty
insurance and reinsurance.
In virtually all of our global business activities, we encounter
aggressive and able competition. In many instances, the competitive climate is
characterized by changing technology that requires continuing research and
development, as well as customer commitments. With respect to manufacturing
operations, we believe that, in general, we are one of the leading firms in most
of the major industries in which we participate. The NBC Television Network is
one of four major U.S. commercial broadcast television networks. It also
competes with syndicated broadcast television programming and cable and
satellite television programming activities. The businesses in which GE Capital
Services engages are subject to competition from various types of financial
institutions, including commercial banks, thrifts, investment banks,
broker-dealers, credit unions, leasing companies, consumer loan companies,
independent finance companies, finance companies associated with manufacturers,
and insurance and reinsurance companies.
BACKGROUND OF THIS OFFERING
On October 10, 2003, GE and Amersham plc ("Amersham"), a public
limited company incorporated in England and Wales, announced their agreement on
the terms of a recommended share exchange acquisition (the "acquisition").
Subject to satisfaction of certain conditions, including approval by the
requisite votes of Amersham securityholders and approval by the High Court of
Justice in England and Wales, GE and its subsidiary, GE Investments, Inc., will
acquire all of the outstanding ordinary shares of 5 pence each (the "Amersham
shares") of Amersham, including Amersham shares represented by American
Depositary Shares (the "Amersham ADSs"), in exchange for shares of common stock
of GE (the "GE shares"). The number of GE shares to be delivered in exchange for
an Amersham share or Amersham ADS will be determined by means of an exchange
ratio mechanism. The acquisition is currently expected to become effective on
April 8, 2004.
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At the request of Amersham, GE and GE Investments are making a sale
facility (the "dealing facility") available to certain holders of Amersham
shares and Amersham ADSs who reside in the jurisdictions referred to below (the
"eligible jurisdictions") to enable these holders to sell the shares of GE
common stock that they will be entitled to receive in the acquisition without
payment of brokerage or similar charges. The eligible jurisdictions are the
Canadian provinces of Alberta, Nova Scotia, Quebec and British Columbia,
Denmark, France, Germany, Hong Kong, Ireland, Italy, Norway, Spain, the United
Kingdom and the United States. See "Selling Shareowners" for additional
information with respect to the holders eligible to use the dealing facility
(the "eligible holders").
In addition to GE shares that eligible holders elect to sell,
fractional GE shares to which Amersham securityholders will be entitled and all
GE shares to which Amersham securityholders who reside in Sweden and certain
other jurisdictions where GE shares will not be delivered due to local
regulatory constraints will be entitled (the "aggregated overseas shares"), will
be sold through the dealing facility, with the net cash proceeds remitted to
these Amersham securityholders. The total number of fractional GE shares and
aggregated overseas shares is not expected to exceed approximately 820,000 GE
shares.
See "Plan of Distribution" for additional information with respect to
the dealing facility.
USE OF PROCEEDS
We will not receive any proceeds from the sales of the shares of
common stock offered hereby. All of the shares of common stock being offered
hereby will be sold by or for the benefit of certain former Amersham
securityholders.
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PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is publicly traded on the NYSE under the symbol
"GE". The following table sets forth for the fiscal quarters indicated the high
and low sales prices for the common stock, as reported on the NYSE Composite
Tape, and the dividends per share declared in respect of those quarters. The
last reported sale price of the common stock on February 27, 2004 was $32.52 per
share.
MARKET PRICE OF
COMMON STOCK
------------
CASH
HIGH LOW DIVIDENDS
---- --- ---------
FISCAL 2004
First Quarter (through February 27, 2004).............. $ 34.57 $ 30.92
FISCAL 2003
Fourth Quarter......................................... $ 31.30 $ 27.37 $ .20
Third Quarter.......................................... 32.42 26.90 .19
Second Quarter......................................... 31.66 25.50 .19
First Quarter.......................................... 28.00 21.30 .19
FISCAL 2002
Fourth Quarter......................................... $ 27.98 $ 21.40 $ .19
Third Quarter.......................................... 32.98 23.02 .18
Second Quarter......................................... 37.80 27.42 .18
First Quarter.......................................... 41.84 34.49 .18
As of February 13, 2004, there were 10,078,668,998 shares of GE
common stock outstanding. As of December 31, 2003, there were approximately
670,000 shareowner accounts of record.
DESCRIPTION OF COMMON STOCK
Set forth below is a description of the GE common stock. The
following description of the GE 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.
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
shareowners, 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.
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SELLING SHAREOWNERS
The dealing facility will be available only to registered holders
both at 10:00 pm (London time) on February 27, 2004 (the "facility record date")
and at 6:00 p.m. (London time) on the acquisition record date (expected to be
April 6, 2004) of 5,000 or fewer Amersham shares or 1,000 or fewer Amersham ADSs
who reside in the eligible jurisdictions. Eligible holders are not obligated to
participate in the dealing facility. Eligible holders may elect to sell GE
shares under the dealing facility (or in any other manner they choose) or to
retain their GE shares. Under the dealing facility, an eligible holder may sell
all, but not less than all, of the GE shares to which such eligible holder
becomes entitled in the acquisition. In addition, fractional GE shares and
aggregated overseas shares will also be sold through the dealing facility.
The actual number of GE shares to be sold by eligible holders through
the dealing facility will be the number of GE shares with respect to which
eligible holders validly submit (and do not validly revoke) an election to
participate. Based upon the maximum exchange ratio for the acquisition (0.5571
of a GE share for each Amersham share), if all eligible holders elect to
participate, the number of GE shares to be sold by eligible holders through the
dealing facility will total 6,054,336 GE shares (approximately 0.06% of the
total number of GE shares outstanding at February 13, 2004).
The following table sets forth certain information with respect to
the eligible holders on the facility record date:
RANGE OF AMERSHAM TOTAL NUMBER OF AMERSHAM
COUNTRY OF RESIDENCE OF SHARES HELD AT THE NUMBER OF SHARES HELD BY THESE
ELIGIBLE HOLDER FACILITY RECORD DATE ELIGIBLE HOLDERS ELIGIBLE HOLDERS
--------------- -------------------- ---------------- ----------------
CANADA 1-100 1 70
101-1000 6 1,283
1001-5000 4 11,964
Total 11 13,317
DENMARK 1-100 4 193
101-1000 7 3,770
1001-5000 14 27,713
Total 25 31,676
FRANCE 1-100 2 103
101-1000 8 4,475
1001-5000 2 5,234
Total 12 9,812
GERMANY 1-100 4 197
101-1000 3 2,266
1001-5000 6 11,135
Total 13 13,598
HONG KONG 1-100 0 0
101-1000 2 1,017
1001-5000 1 1,034
Total 3 2,051
IRELAND 1-100 6 354
101-1000 24 10,565
1001-5000 8 19,019
Total 38 29,938
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RANGE OF AMERSHAM TOTAL NUMBER OF AMERSHAM
COUNTRY OF RESIDENCE OF SHARES HELD AT THE NUMBER OF SHARES HELD BY THESE
ELIGIBLE HOLDER FACILITY RECORD DATE ELIGIBLE HOLDERS ELIGIBLE HOLDERS
--------------- -------------------- ---------------- ----------------
ITALY 1-100 0 0
101-1000 4 2,792
1001-5000 1 2,170
Total 5 4,962
NORWAY* 1-100 1,076 61,729
101-1000 2,091 828,008
1001-5000 873 1,963,291
Total 4,040 2,853,028
SPAIN 1-100 0 0
101-1000 6 3,715
1001-5000 3 7,844
Total 9 11,559
UNITED KINGDOM 1-100 485 23,847
101-1000 3,788 1,911,029
1001-5000 2,750 5,875,669
Total 7,023 7,810,545
UNITED STATES** 1-100 11 391
101-1000 53 21,818
1001-5000 27 58,897
Total 91 81,106
TOTAL 1-100 1,589 86,884
101-1000 5,995 2,796,738
1001-5000 3,689 7,983,970
Total 11,273 10,867,592
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* Held directly or in the form of entitlements to Amersham shares
through the VPS in Norway.
** Held directly or in the form of Amersham ADSs.
The total number of fractional GE shares and aggregated overseas
shares is not expected to exceed approximately 820,000 GE shares.
The dealing facility will not be open to persons who are executive
officers, directors or other affiliates of GE, GE Investments or Amersham before
the effective date of the acquisition or of GE or GE Investments after the
effective date of the acquisition.
PLAN OF DISTRIBUTION
The availability of the dealing facility is conditional upon the
effectiveness of the registration statement of which this prospectus forms a
part and the effectiveness of the acquisition.
Goldman Sachs & Co. ("Goldman Sachs") will act exclusively as agent
to sell all GE Shares for sale through the dealing facility in a manner
consistent with its duty of best execution in one or more transactions on the
floor of the NYSE within the five business days immediately following the
effective date of the acquisition (subject to delay in the event of certain
force majeure events).
The timing of transactions and the frequency of transaction intervals
will be subject solely to the control of Goldman Sachs. Goldman Sachs will
effect all transactions in connection with the dealing facility in the open
market on the floor of the NYSE in the ordinary course of its business. The
dealing facility will not involve any special selling efforts or selling
methods. In connection with the dealing facility, Goldman Sachs will effect
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brokers' transactions solely as agent on an unsolicited basis, including
transactions permitted by Rule 144(g)(2) under the Securities Act of 1933, as
amended (the "Securities Act"). Goldman Sachs may also cross, solely on an
agency basis, unsolicited purchase instructions in GE shares submitted by their
customers with sale instructions received by Goldman Sachs as would be permitted
by Rule 101(b)(5) of Regulation M under the Exchange Act. All such crossing
transactions will be effected by Goldman Sachs on the floor of the NYSE, and
Goldman Sachs will not conduct negotiations off the floor of the NYSE with
respect to such transactions.
Eligible holders and former Amersham securityholders entitled to the
proceeds of the sale of fractional share interests or overseas shares will
receive the average price per share at which all GE shares are sold through the
dealing facility, excluding brokerage commissions, mailing charges, registration
fees or other administrative or similar expenses. They will not be guaranteed
any minimum sale price or limited to any maximum sale price for GE shares sold
under the dealing facility. The sale price of the GE shares sold through the
dealing facility will depend on market demand at the time any such GE shares are
sold.
GE, GE Investments and their affiliates have agreed not to make any
purchases of GE shares during the period while sales orders are executed under
the dealing facility.
All expenses in connection with the dealing facility will be paid by
either GE or GE Investments. Goldman Sachs' commissions from sales of GE shares
pursuant to the dealing facility will not exceed customary brokerage commissions
on similar transactions and will be paid by either GE or GE Investments.
GE has agreed to indemnify Goldman Sachs against certain liabilities,
including liabilities under the Securities Act.
LEGAL MATTERS
Thomas J. Kim, Corporate & Securities Counsel of GE, has provided a
opinion regarding the validity of the shares of common stock offered hereby. Mr.
Kim beneficially owns or has rights to acquire an aggregate of less than 0.01%
of the common stock of GE.
EXPERTS
KPMG LLP, independent certified public accountants, audited GE's
consolidated financial statements as of December 31, 2003 and 2002, and for each
of the years in the three-year period ended December 31, 2003. GE's Annual
Report on Form 10-K filed March 1, 2004 includes these financial statements and
the auditors' report. The audit report covering the December 31, 2003
consolidated financial statements refers to changes in the methods of accounting
for variable interest entities and for asset retirement obligations in 2003,
changes in the methods of accounting for goodwill and other intangible assets
and for stock-based compensation in 2002, and changes in the methods of
accounting for derivative instruments and hedging activities and impairment of
certain beneficial interests in securitized assets in 2001. This prospectus
incorporates the financial statements and report by reference, relying on KPMG
LLP's authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses expected to be incurred
in connection with the issuance and distribution of the securities described in
this Registration Statement, other than the underwriting discount. All amounts,
except the SEC registration fees, are estimated. All amounts will be paid by the
Registrant or its subsidiary, GE Investments, Inc.
SEC registration fee........................ $29,037
Legal fees and expenses... 20,000
Accounting fees and expenses................ 5,000
Miscellaneous............................... 5,000
------------
Total.................................. $59,037
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 or proceeding, 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, had 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 interests 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
II-1
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 provisions of
Article 7 of the NYBCL, (2) directors and officers in instances in which they
may be indemnified by the corporation under the provisions of Article 7 of the
NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by the corporation under the provisions of Article 7 of
the NYBCL, 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
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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 paragraph 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 726 of the NYBCL.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit Number Exhibit Description
-------------- -------------------
5 Opinion of Thomas J. Kim, Corporate & Securities Counsel
of GE.
23.1 Consent of KPMG LLP, independent public accountants.
23.2 Consent of Thomas J. Kim, Corporate & Securities Counsel
of GE (included in the opinion filed as Exhibit 5).
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 of 1933;
(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 a
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
percent change in the maximum
aggregate offering price set forth
in the "Calculation of Registration
Fee" table in the effective
registration statement; and
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(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 (a)(1)(i) and (a)(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 the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) that, for the purpose of determining any
liability under the Securities Act of 1933,
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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the 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.
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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 the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Fairfield, State of
Connecticut, on the 1st day of March, 2004.
GENERAL ELECTRIC COMPANY
By: * JEFFREY R. IMMELT
--------------------------------
Name: JEFFREY R. IMMELT
Title: Chief Executive Officer
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 dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* JEFFREY R. IMMELT Chairman of the Board and Chief
-------------------------------- Executive Officer and a Director
(JEFFREY R. IMMELT) (Principal Executive Officer and
Director)
* KEITH S. SHERIN Senior Vice President - Finance
-------------------------------- (Principal Financial Officer)
(KEITH S. SHERIN)
* PHILIP D. AMEEN Vice President and Comptroller
-------------------------------- (Principal Accounting Officer)
(PHILIP D. AMEEN)
* JAMES I. CASH, JR. Director
--------------------------------
(JAMES I. CASH, JR.)
* DENNIS D. DAMMERMAN Director
--------------------------------
(DENNIS D. DAMMERMAN)
* ANN M. FUDGE Director
--------------------------------
(ANN M. FUDGE)
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* ANDREA JUNG Director
--------------------------------
(ANDREA JUNG)
* ALAN G. LAFLEY Director
--------------------------------
(ALAN G. LAFLEY)
* KENNETH G. LANGONE Director
--------------------------------
(KENNETH G. LANGONE)
* RALPH S. LARSEN Director
--------------------------------
(RALPH S. LARSEN)
* SAM NUNN Director
--------------------------------
(SAM NUNN)
* ROGER S. PENSKE Director
--------------------------------
(ROGER S. PENSKE)
* ANDREW C. SIGLER Director
--------------------------------
(ANDREW C. SIGLER)
* ROGER J. SWIERINGA Director
--------------------------------
(ROGER J. SWIERINGA)
* DOUGLAS A. WARNER III Director
--------------------------------
(DOUGLAS A. WARNER III)
* ROBERT C. WRIGHT Director
--------------------------------
(ROBERT C. WRIGHT)
/s/ MICHAEL R. MCALEVEY As Attorney-in-Fact for the March 1, 2004
-------------------------------- individuals noted above with an
(MICHAEL R. MCALEVEY) asterisk
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EXHIBIT INDEX
Exhibit Number Exhibit Description
-------------- -------------------
5 Opinion of Thomas J. Kim, Corporate & Securities Counsel
of GE.
23.1 Consent of KPMG LLP, independent public accountants.
23.2 Consent of Thomas J. Kim, Corporate & Securities Counsel
of GE (included in the opinion filed as Exhibit 5).
24 Power of Attorney.