Filed Pursuant to Rule 424(b)(3)
Registration Number 333-110771
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS RELATE TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, BUT ARE NOT
COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 8, 2004
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 9, 2003)
118,000,000 SHARES
[GENERAL ELECTRIC LOGO]
GENERAL ELECTRIC COMPANY
COMMON STOCK
-------------------------
General Electric Company is offering 118,000,000 shares of its common stock.
-------------------------
Our common stock is listed on the New York Stock Exchange under the symbol "GE".
On March 5, 2004, the last reported sale price of the common stock on the New
York Stock Exchange was $32.77 per share.
-------------------------
PRICE $ A SHARE
-------------------------
UNDERWRITING PROCEEDS TO
DISCOUNTS AND GENERAL ELECTRIC
PRICE TO PUBLIC COMMISSIONS COMPANY
--------------- ------------- ----------------
Per Share.......... $ $ $
Total.............. $ $ $
Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares against payment in New York, New
York on or about March , 2004.
-------------------------
MORGAN STANLEY CITIGROUP GOLDMAN, SACHS & CO. JPMORGAN
March , 2004
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
About this Prospectus Supplement ....................................................................... ii
Forward-Looking Statements ............................................................................. S-1
The Company ............................................................................................ S-2
Use of Proceeds ........................................................................................ S-2
Common Stock Price Range and Dividends ................................................................. S-3
Capitalization ......................................................................................... S-4
Selected Financial Information ......................................................................... S-5
Material United States Federal Income and Estate Tax Considerations for Non-United States Holders ...... S-6
Underwriting ........................................................................................... S-9
Validity of the Common Stock ........................................................................... S-11
Experts ................................................................................................ S-11
PROSPECTUS
About This Prospectus .................................................................................. 3
Where You Can Find More Information .................................................................... 3
The Company ............................................................................................ 4
Ratio of Earnings to Fixed Charges ..................................................................... 4
Use of Proceeds ........................................................................................ 5
General Description of Securities That We May Sell ..................................................... 5
Description of Debt Securities ......................................................................... 5
Description of Common Stock ............................................................................ 13
Description of Warrants ................................................................................ 13
Description of Guarantees .............................................................................. 14
ERISA Matters .......................................................................................... 15
Plan of Distribution ................................................................................... 15
Legal Matters .......................................................................................... 17
Experts ................................................................................................ 17
WE ARE OFFERING TO SELL, AND ARE SEEKING OFFERS TO BUY, THE COMMON STOCK ONLY
IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE DISTRIBUTION OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND THE OFFERING OF THE
COMMON STOCK IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS OUTSIDE
THE UNITED STATES WHO COME INTO POSSESSION OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY
RESTRICTIONS RELATING TO THE OFFERING OF THE COMMON STOCK AND THE DISTRIBUTION
OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OUTSIDE THE UNITED
STATES. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE, AND MAY NOT BE USED IN CONNECTION WITH, AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED BY THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS BY ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. IF
INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS INCONSISTENT WITH THE ACCOMPANYING
PROSPECTUS, YOU SHOULD RELY ON THE PROSPECTUS SUPPLEMENT. WE HAVE NOT, AND THE
UNDERWRITERS HAVE NOT, AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THIS
PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR THE DOCUMENTS INCORPORATED
BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THEIR RESPECTIVE DATES. OUR BUSINESS,
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE
THOSE DATES.
i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement,
which describes the specific terms of this common stock offering and also adds
to and updates information contained in the accompanying prospectus and the
documents incorporated by reference in the prospectus. The second part, the
accompanying prospectus, gives more general information, some of which does not
apply to this offering.
Unless we have indicated otherwise, or the context otherwise requires,
references in this prospectus supplement and the accompanying prospectus to "GE"
"we," "us" and "our" or similar terms are to General Electric Company, unless
otherwise noted.
The Securities and Exchange Commission (the "SEC") allows us to "incorporate
by reference" in this prospectus supplement and the accompanying 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 supplement and the accompanying 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 supplement and the accompanying prospectus. We
incorporate by reference in this prospectus supplement and the accompanying
prospectus the document 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, until we sell all of the securities offered by
this prospectus supplement; 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 unless, and except to the extent, specified in any such Current Report
on Form 8-K:
o Annual Report on Form 10-K for the year ended December 31, 2003.
You may request a copy of this document 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
(203) 373-2211
ii
FORWARD-LOOKING STATEMENTS
Certain of the statements contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"will" or words of similar meaning and include, but are not limited to,
statements about the expected future business and financial performance of GE.
Forward-looking statements are based on management's current expectations and
assumptions, which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Actual outcomes and results may
differ materially from these expectations and assumptions due to changes in
global political, economic, business, competitive, market, regulatory and other
factors. We undertake no obligation to publicly update or review any
forward-looking information, whether as a result of new information, future
developments or otherwise.
S-1
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. ("GECS"), 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 GECS
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.
USE OF PROCEEDS
In 2003, GE entered into a definitive agreement to combine the National
Broadcasting Company, Inc. and Vivendi Universal Entertainment LLP. The net
proceeds from this offering, after deducting underwriting discounts and
commissions and expenses of this offering, will be used to fund, in part, the
consideration for the proposed combination. This proposed combination is subject
to customary approvals from various regulatory agencies and other conditions and
is expected to be completed in the first half of 2004. In the event that this
combination is not completed, we will use the net proceeds from the offering for
general corporate purposes. General corporate purposes may include repayment of
debt, acquisitions, capital expenditures and investments in our subsidiaries.
Net proceeds may be temporarily invested prior to use.
S-2
COMMON STOCK PRICE RANGE AND DIVIDENDS
GE common stock is listed on the New York Stock Exchange (its principal
market) and on the Boston Stock Exchange. GE common stock also is listed on The
Stock Exchange, London and on Euronext Paris. Trading, as reported on the New
York Stock Exchange, Composite Transactions Tape, and dividend information
follows:
PRICE RANGE
-----------------------------------
CASH DIVIDEND
HIGH LOW PER SHARE
-------------- -------------- --------------
2004
First Quarter (through March 5, 2004) .............. $34.57 $30.92 $0.20
2003
Fourth Quarter ..................................... $31.30 $27.37 $0.20
Third Quarter ...................................... 32.42 26.90 0.19
Second Quarter ..................................... 31.66 25.50 0.19
First Quarter ...................................... 28.00 21.30 0.19
2002
Fourth Quarter ..................................... $27.98 $21.40 $0.19
Third Quarter ...................................... 32.98 23.02 0.18
Second Quarter ..................................... 37.80 27.42 0.18
First Quarter ...................................... 41.84 34.49 0.18
On February 13, 2004, the Board of Directors of GE authorized a regular
quarterly dividend of $0.20 per outstanding share of GE common stock. The
dividend is payable on April 26, 2004 to shareowners of record as of the close
of business on March 1, 2004.
The reported last sale price for our common stock on the New York Stock
Exchange on March 5, 2004 was $32.77 per share. At February 13, 2004, there were
10,078,668,998 shares of common stock outstanding. At December 31, 2003, our
common stock outstanding was held by about 670,000 shareowner accounts of
record.
S-3
CAPITALIZATION
The following table sets forth as of December 31, 2003 on a consolidated
basis:
o our actual capitalization; and
o our capitalization as adjusted to give effect to the consummation of the
sale of the common stock in this offering for aggregate net proceeds of $
, and the temporary investment of the net proceeds pending use for the
combination of the National Broadcasting Company, Inc. and Vivendi
Universal Entertainment LLP, as described in "Use of Proceeds".
The following is qualified in its entirety by our financial statements and
other information contained elsewhere in this prospectus supplement and the
accompanying prospectus, or incorporated by reference.
AS OF DECEMBER 31, 2003
--------------------------------
AS ADJUSTED
TO REFLECT
ACTUAL THIS OFFERING
-------------- --------------
(IN MILLIONS)
Cash and equivalents and investment securities .......................... $133,388 $
======== ========
Borrowings:
Short-term borrowings ................................................ $134,917 $
Long-term borrowings ................................................. 170,004
-------- --------
Total borrowings .................................................. 304,921
Consolidated, liquidating securitization entities ....................... 25,721
Shareowners' equity:
Common stock ......................................................... 669
Accumulated gains/(losses)--net
Investment securities ............................................. 1,620
Currency translation adjustments .................................. 2,987
Derivatives qualifying as hedges .................................. (1,792)
Other capital ........................................................ 17,497
Retained earnings .................................................... 82,796
Less common stock held in treasury ................................... (24,597)
-------- --------
Total shareowners' equity ......................................... 79,180
-------- --------
Total capitalization .................................................... $409,822 $
======== ========
S-4
SELECTED FINANCIAL INFORMATION
The selected income statement information for each of the years during the
five-year period ended December 31, 2003 and the selected balance sheet
information at each of December 31, 2003, December 31, 2002, December 31, 2001,
December 31, 2000 and December 31, 1999 in the table below were derived from our
audited consolidated financial statements which were audited by KPMG LLP,
independent public accountants. Transactions between GE and GECS have been
eliminated from the consolidated information. This table should be read in
conjunction with our consolidated financial statements and the related notes
that are incorporated by reference.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2003 2002 2001 2000 1999
(IN MILLIONS, EXCEPT FOR PERCENTAGES AND SHARE DATA)
Revenues .......................................... $ 134,187 $ 132,210 $ 126,416 $ 130,385 $ 112,150
Earnings before accounting changes ................ 15,589 15,133 14,128 12,735 10,717
Cumulative effect of accounting changes ........... (587) (1,015) (444) -- --
Net earnings ...................................... 15,002 14,118 13,684 12,735 10,717
Dividends declared ................................ 7,759 7,266 6,555 5,647 4,786
Return on average shareowners' equity excluding
the effect of accounting changes ............... 22.1% 25.8% 27.1% 27.5% 26.8%
Per share
Earnings before accounting changes--diluted .... $ 1.55 $ 1.51 $ 1.41 $ 1.27 $ 1.07
Cumulative effect of accounting changes--diluted (0.06) (0.10) (0.04) -- --
Earnings--diluted .............................. 1.49 1.41 1.37 1.27 1.07
Earnings before accounting changes--basic ...... 1.56 1.52 1.42 1.29 1.09
Cumulative effect of accounting changes--basic . (0.06) (0.10) (0.04) -- --
Earnings--basic ................................ 1.50 1.42 1.38 1.29 1.09
Dividends declared ............................. 0.77 0.73 0.66 0.57 0.48 2/3
Total assets ...................................... 647,483 575,244 495,023 437,006 405,200
Long-term borrowings .............................. 170,004 140,632 79,806 82,132 71,427
Shares outstanding--average (in thousands) ........ 10,018,587 9,947,113 9,932,245 9,897,110 9,833,478
Shareowner accounts--average ...................... 670,000 655,000 625,000 597,000 549,000
S-5
MATERIAL UNITED STATES FEDERAL INCOME AND
ESTATE TAX CONSIDERATIONS FOR NON-UNITED STATES HOLDERS
The following is a general discussion of the material U.S. federal income and
estate tax consequences of the ownership and disposition of our common stock by
a non-U.S. holder that acquires our common stock pursuant to this offering. This
discussion is limited to non-U.S. holders who hold our common stock as a
"capital asset" within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). As used in this discussion, the term "non-U.S.
holder" means a beneficial owner of our common stock that is not, for U.S.
federal income tax purposes:
o an individual who is a citizen or resident of the United States;
o a corporation or partnership (including any entity treated as a
corporation or partnership for U.S. federal income tax purposes) created
or organized in or under the laws of the United States or any state of
the United States or the District of Columbia, other than a partnership
treated as foreign under U.S. Treasury regulations;
o an estate the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source; or
o a trust (1) if a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have
authority to control all substantial decisions of the trust, or (2) that
has a valid election in effect under applicable U.S. Treasury regulations
to be treated as a U.S. person.
This discussion does not consider:
o U.S. federal gift tax consequences, or U.S. state or local or non-U.S.
tax consequences;
o specific facts and circumstances that may be relevant to a particular
non-U.S. holder's tax position, including, if the non-U.S. holder is a
partnership that the U.S. tax consequences of holding and disposing of
our common stock may be affected by certain determinations made at the
partner level;
o the tax consequences for the shareholders, partners, or beneficiaries of
a non-U.S. holder;
o special tax rules that may apply to particular non-U.S. holders, such as
financial institutions, insurance companies, tax-exempt organizations,
hybrid entities, certain former citizens or former long-term residents of
the United States, broker-dealers, and traders in securities; or
o special tax rules that may apply to a non-U.S. holder that holds our
common stock as part of a "straddle," "hedge," "conversion transaction,"
"synthetic security," or other integrated investment.
The following discussion is based on provisions of the Code, applicable U.S.
Treasury regulations promulgated thereunder and administrative and judicial
interpretations, all as in effect on the date of this prospectus supplement, and
all of which are subject to change, possibly on a retroactive basis. PROSPECTIVE
INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S.
FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS WITH
RESPECT TO ACQUIRING, OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK.
DIVIDENDS
If we pay dividends on our common stock, those payments will constitute
dividends for U.S. federal income tax purposes to the extent paid from our
current or accumulated earnings and profits, as determined under U.S. federal
income tax principles. To the extent those dividends exceed our current and
accumulated earnings and profits, the dividends will constitute a return of
capital and first reduce the non-U.S. holder's basis, but not below zero, and
then will be treated as gain from the sale of stock.
We will have to withhold U.S. federal income tax at a rate of 30%, or a lower
rate under an applicable income tax treaty, from the gross amount of the
dividends paid to a non-U.S. holder. Non-U.S. holders should consult their tax
advisors regarding their entitlement to benefits under a relevant income tax
treaty.
S-6
Under applicable U.S. Treasury regulations, for purposes of determining the
applicability of a tax treaty rate:
o a non-U.S. holder who claims the benefit of an applicable income tax
treaty rate generally will be required to satisfy certain certification
and other requirements;
o in the case of common stock held by a foreign partnership, the
certification requirements will generally be applied to the partners of
the partnership and the partnership will be required to provide certain
information; and
o in the case of common stock held by a foreign trust, the certification
requirements will generally be applied to the trust or the beneficial
owners of the trust depending on whether the trust is a "foreign complex
trust", "foreign simple trust" or "foreign grantor trust" as defined in
the applicable U.S. Treasury regulations.
A non-U.S. holder that is a foreign partnership or a foreign trust is urged
to consult its own tax advisor regarding its status under these U.S. Treasury
regulations and the certification requirements applicable to it.
A non-U.S. holder that is eligible for a reduced rate of withholding of U.S.
federal income tax under an income tax treaty may obtain a refund or credit of
any excess amounts withheld by filing a timely claim for a refund together with
the required information with the Internal Revenue Service ("IRS").
Dividends that are effectively connected with a non-U.S. holder's conduct of
a trade or business in the United States or, if an income tax treaty applies,
attributable to a permanent establishment in the United States, are taxed on a
net income basis at the regular graduated U.S. federal income tax rates in the
same manner as if the non-U.S. holder were a resident of the United States. In
such cases, we will not have to withhold U.S. federal income tax if the non-U.S.
holder complies with applicable certification and disclosure requirements. In
addition, a "branch profits tax" may be imposed at a 30% rate, or a lower rate
under an applicable income tax treaty, on dividends received by a foreign
corporation that are effectively connected with the conduct of a trade or
business in the United States.
GAIN ON DISPOSITION OF COMMON STOCK
A non-U.S. holder generally will not be subject to U.S. federal income tax or
any withholding thereof with respect to gain realized on a sale or other
disposition of our common stock unless one of the following applies:
o the gain is effectively connected with the non-U.S. holder's conduct of a
trade or business in the United States or, alternatively, if an income
tax treaty applies, is attributable to a permanent establishment
maintained by the non-U.S. holder in the United States; in these cases,
the non-U.S. holder will generally be taxed on its net gain derived from
the disposition at the regular graduated rates and in the manner
applicable to U.S. persons and, if the non-U.S. holder is a foreign
corporation, the "branch profits tax" described above may also apply;
o the non-U.S. holder is an individual who is present in the United States
for 183 days or more in the taxable year of the disposition and meets
certain other requirements; in this case, the non-U.S. holder will be
subject to a 30% tax on the gain derived from the disposition; or
o our common stock constitutes a United States real property interest by
reason of our status as a "United States real property holding
corporation," or a "USRPHC," for U.S. federal income tax purposes at any
time during the shorter of the 5-year period ending on the date you
dispose of our common stock or the period you held our common stock. We
believe that we are not currently and will not become a USRPHC. However,
because the determination of whether we are a USRPHC depends on the fair
market value of our United States real property interests relative to the
fair market value of our other business assets, there can be no assurance
that we will not become a USRPHC in the future. As long as our common
stock is "regularly traded on an established securities market" within
the meaning of Section 897(c)(3) of the Code, however, such common stock
will be treated as United States real property interests only if you
owned directly or indirectly more than 5 percent of such regularly traded
common stock during the shorter of the 5-year period ending on the date
you dispose of our common stock or the period you held our common stock
and we were a USRPHC during such period. If we are or were to become a
USRPHC and a non-U.S. holder owned directly or indirectly more than 5
percent of our common stock during the period described above or our
common stock is not "regularly traded on an established securities
market," then a non-U.S. holder would generally be subject to U.S.
federal income tax on its net gain derived from the disposition of our
common stock at regular graduated rates.
S-7
FEDERAL ESTATE TAX
Common stock owned or treated as owned by an individual who is a non-U.S.
holder at the time of death will be included in the individual's gross estate
for U.S. federal estate tax purposes, unless an applicable estate tax or other
treaty provides otherwise and, therefore, may be subject to U.S. federal estate
tax.
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
We must report annually to the IRS and to each non-U.S. holder the amount of
dividends paid to that holder and the tax withheld from those dividends. These
reporting requirements apply regardless of whether withholding was reduced or
eliminated by an applicable income tax treaty. Copies of the information returns
reporting those dividends and withholding may also be made available under the
provisions of an applicable income tax treaty or agreement to the tax
authorities in the country in which the non-U.S. holder is a resident.
Under some circumstances, U.S. Treasury regulations require backup
withholding and additional information reporting on reportable payments on
common stock. The gross amount of dividends paid to a non-U.S. holder that fails
to certify its non-U.S. holder status in accordance with applicable U.S.
Treasury regulations generally will be reduced by backup withholding at the
applicable rate (currently 28%), unless the 30% rate of withholding described
above applies.
The payment of the proceeds of the sale or other disposition of common stock
by a non-U.S. holder to or through the U.S. office of any broker, U.S. or
non-U.S., generally will be reported to the IRS and reduced by backup
withholding, unless the non-U.S. holder either certifies its status as a
non-U.S. holder under penalties of perjury or otherwise establishes an
exemption. The payment of the proceeds from the disposition of common stock by a
non-U.S. holder to or through a non-U.S. office of a non-U.S. broker will not be
reduced by backup withholding or reported to the IRS, unless the non-U.S. broker
has certain enumerated connections with the United States. In general, the
payment of proceeds from the disposition of common stock by or through a
non-U.S. office of a broker that is a U.S. person or has certain enumerated
connections with the United States will be reported to the IRS and may be
reduced by backup withholding unless the broker receives a statement from the
non-U.S. holder that certifies its status as a non-U.S. holder under penalties
of perjury or the broker has documentary evidence in its files that the holder
is a non-U.S. holder.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a non-U.S. holder can be refunded or
credited against the non-U.S. holder's U.S. federal income tax liability, if
any, provided that the required information is furnished to the IRS in a timely
manner. These backup withholding and information reporting rules are complex and
non-U.S. holders are urged to consult their own tax advisors regarding the
application of these rules to them.
THE FOREGOING DISCUSSION OF U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
IS NOT TAX ADVICE AND IS NOT BASED ON AN OPINION OF COUNSEL. ACCORDINGLY, EACH
PROSPECTIVE NON-U.S. HOLDER OF OUR COMMON STOCK SHOULD CONSULT THAT HOLDER'S OWN
TAX ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX
CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
S-8
UNDERWRITING
We and the underwriters named below have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table.
NUMBER OF
UNDERWRITERS SHARES
------------ -----------
Morgan Stanley & Co. Incorporated ................................
Citigroup Global Markets Inc. ....................................
Goldman, Sachs & Co. .............................................
J.P. Morgan Securities Inc. ......................................
-----------
Total ......................................................... 118,000,000
===========
Morgan Stanley &Co. Incorporated, Citigroup Global Markets Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. are acting as joint book-running
managers for this offering and as representatives of the underwriters.
The underwriters are committed to take and pay for all of the shares being
offered, if any are taken.
Shares sold by the underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus
supplement. Any shares sold by the underwriters to securities dealers may be
sold at a discount of up to $ per share from the initial price to public.
Subject to some exceptions, we have agreed with the underwriters, for a
period of 90 days from the date of this prospectus supplement, and our directors
and senior executive officers have agreed, for a period of 30 days, not to (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly, any
shares of common stock or any securities convertible into or exercisable or
exchangeable for common stock or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of common stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of common stock or such other
securities, in cash or otherwise, other than the common stock being offered
pursuant to this prospectus supplement, without the prior written consent of
Morgan Stanley & Co. Incorporated, as representative of the underwriters. Among
the exceptions referred to above are the issuance of securities in connection
with the acquisition of Amersham plc and other acquisitions up to an aggregate
dollar limit.
In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. The
underwriters must close out any short position by purchasing shares in the open
market. A short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of the common stock
in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of various bids for
or purchases of common stock made by the underwriters in the open market prior
to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of such underwriter in stabilizing or short covering
transactions.
Purchases to cover a short position and stabilizing transactions may have the
effect of preventing or retarding a decline in the market price of common stock,
and together with the imposition of the penalty bid, may stabilize, maintain or
otherwise affect the market price of the common stock. As a result, the price of
the common stock may be
S-9
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued at any time. These
transactions may be effected on the New York Stock Exchange, in the
over-the-counter market or otherwise.
Each underwriter has represented, warranted and agreed: (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
initial issuance of the shares, will not offer or sell any shares of the common
stock to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has only communicated or caused
to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by
it in connection with the issue or sale of any shares in circumstances in which
section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has
complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the shares in, from or otherwise involving
the United Kingdom.
Neither this prospectus supplement nor the accompanying prospectus is
distributed in the context of a public offering in the Republic of France within
the meaning of Regulation n(degree)98-08 of the COMMISSION DES OPERATIONS DE
BOURSE (the "COB"), and thus neither has been submitted to the COB for prior
approval and clearance procedure. Neither this prospectus supplement nor the
accompanying prospectus is to be further distributed or reproduced (in whole or
in part) by the recipients, and neither has been distributed on the undertaking
that recipients would invest for their own account and undertake not to
transfer, directly or indirectly, any shares of the common stock to the public
in the Republic of France, other than in compliance with applicable laws and
regulations.
Each of the underwriters and GE has acknowledged that the shares of the
common stock are being offered outside of the Republic of France. Each of the
underwriters and GE represents and agrees that it has not offered or sold, and
will not offer or sell, directly or indirectly, any shares of the common stock
to the public in the Republic of France, and has not distributed or caused to be
distributed, and will not distribute or cause to be distributed, to the public
in the Republic of France, this prospectus supplement, the accompanying
prospectus or any other offering materials relating to the shares of the common
stock, and that such offers, sales and distributions have been and shall only be
made in the Republic of France to (i) qualified investors ("INVESTISSEURS
QUALIFIES") and/or (ii) a restricted circle of investors ("CERCLE RESTREINT
D'INVESTISSEURS"), all as defined in and in accordance with Article L.411-2 of
the CODE MONETAIRE ET FINANCIER and Decree n(degree)98-880 dated 1 October 1998.
The shares may not be offered, transferred or sold in the Netherlands to any
person other than to natural or legal persons who trade or invest in securities
in the conduct of their profession or trade within the meaning of section 2 of
the Exemption Regulation pursuant to The Netherlands Securities Market
Supervision Act 1995 (VRIJSTELLINGSREGELING WET TOEZICHT EFFECTENVERKEER 1995),
which includes banks, securities intermediaries (including dealers and brokers),
insurance companies, investment undertakings, central governments, large
international and supernational institutions, pension funds, other institutional
investors and commercial enterprises which, as an ancillary activity, regularly
invest in securities in the conduct of a business or a profession.
The common stock has not been and will not be registered under the Securities
and Exchange Law of Japan. Each underwriter has represented and agreed that it
has not offered or sold, and it will not offer or sell, directly or indirectly,
any shares of the common stock in Japan or to, or for the account or benefit of,
any resident of Japan or to, or for the account or benefit, of any resident for
reoffering or resale, directly or indirectly, in Japan or to, or for the account
or benefit of, any resident of Japan except (i) pursuant to an exemption from
the registration requirements of, or otherwise in compliance with, the
Securities and Exchange Law of Japan and (ii) in compliance with the other
relevant laws and regulations of Japan.
The shares of common stock may not be offered or sold by means of any
document other than to persons whose ordinary business is to buy or sell shares
or debentures, whether as principal or agent, or in circumstances which do not
constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32) of Hong Kong, and
S-10
no advertisement, invitation or document relating to the shares of common stock
may be issued, whether in Hong Kong or elsewhere, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than
with respect to shares of common stock which are or are intended to be disposed
of only to persons outside Hong Kong or only to "professional investors" within
the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made thereunder.
Neither this prospectus supplement nor the accompanying prospectus has been
registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and the accompanying prospectus and any
other document or material in connection with the offer or sale, or invitation
or subscription or purchase, of the common stock may not be circulated or
distributed, nor may the common stock be offered or sold, or be made the subject
of an invitation for subscription or purchase, whether directly or indirectly,
to the public or any member of the public in Singapore other than to an
institutional investor or other person specified in Section 274 of the
Securities and Futures Act, chapter 289 of Singapore (the "Securities and
Futures Act"), to a sophisticated investor, and in accordance with the
conditions specified in Section 275 of the Securities and Futures Act or
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the Securities and Futures Act.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $ .
Certain of the underwriters and their affiliates have in the past, are
currently and may in the future engage in transactions with or perform services
for us and our affiliates in the ordinary course of business, for which they
have received and will receive customary fees and commissions.
VALIDITY OF THE COMMON STOCK
The validity of the common stock will be passed upon for us by Thomas J. Kim,
Esq., Corporate and Securities Counsel of GE, and Dewey Ballantine LLP, 1301
Avenue of the Americas, New York, New York 10019. Dewey Ballantine LLP will
issue an opinion regarding the "Material United States Federal Income and Estate
Tax Considerations for Non-United States Holders" section of this prospectus
supplement. The underwriters will be advised about the validity of the common
stock and other legal matters by Davis Polk & Wardwell, 450 Lexington Avenue,
New York, New York 10017. Thomas J. Kim beneficially owns or has rights to
acquire an aggregate of less than 0.01% of common stock of GE. This statement
supersedes the "Legal Matters" section in the accompanying prospectus.
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 auditor's
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 supplement and the
accompanying prospectus incorporate the financial statements and report by
reference, relying on KPMG LLP's authority as experts in accounting and
auditing.
S-11
PROSPECTUS
$5,000,000,000
GENERAL ELECTRIC COMPANY
DEBT SECURITIES
WARRANTS TO PURCHASE SECURITIES
GUARANTEES
COMMON STOCK
We may offer from time to time:
o senior or subordinated unsecured debt securities, o shares of our common
stock, par value $.06 per share,
o warrants to purchase any of the other securities that may be sold under
this prospectus, and
o senior or subordinated unsecured guarantees.
The securities will have an aggregate initial offering price of up to
$5,000,000,000 or an equivalent amount in U.S. dollars if any securities are
denominated in a currency other than U.S. dollars. The securities may be offered
separately or together in any combination and as separate series.
WE WILL PROVIDE SPECIFIC TERMS OF ANY OFFERING IN SUPPLEMENTS TO THIS
PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.
OUR COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL
"GE."
THE MAILING ADDRESS OF OUR PRINCIPAL EXECUTIVE OFFICES IS 3135 EASTON
TURNPIKE, FAIRFIELD, CONNECTICUT 06828. OUR TELEPHONE NUMBER IS 203-373-2211.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION 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.
-------------------------------------
We will sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents,
dealers and underwriters reserve the right to reject, in whole or in part, any
proposed purchase of securities to be made directly or through agents,
underwriters or dealers. If any agents, dealers or underwriters are involved in
the sale of any securities, the relevant prospectus supplement will set forth
any applicable commissions or discounts. Our net proceeds from the sale of
securities also will be set forth in the relevant prospectus supplement.
This prospectus may not be used to consummate sales of securities unless
accompanied by the applicable prospectus supplement.
December 9, 2003
TABLE OF CONTENTS
PROSPECTUS
PAGE
ABOUT THIS PROSPECTUS .................................................... 3
WHERE YOU CAN FIND MORE INFORMATION ...................................... 3
THE COMPANY .............................................................. 4
RATIO OF EARNINGS TO FIXED CHARGES ....................................... 4
USE OF PROCEEDS 5
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL ....................... 5
DESCRIPTION OF DEBT SECURITIES ........................................... 5
DESCRIPTION OF COMMON STOCK .............................................. 13
DESCRIPTION OF WARRANTS .................................................. 13
DESCRIPTION OF GUARANTEES ................................................ 14
ERISA MATTERS ............................................................ 15
PLAN OF DISTRIBUTION ..................................................... 15
LEGAL MATTERS ............................................................ 17
EXPERTS .................................................................. 17
2
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we have
filed with the Securities and Exchange Commission (the "SEC"). By using a shelf
registration statement, we may sell, from time to time, in one or more
offerings, any combination of the securities described in this prospectus in a
U.S. dollar amount that does not exceed $5,000,000,000. For further information
about our business and the securities, you should refer to the registration
statement and its exhibits. The exhibits to our registration statement contain
the full text of certain contracts and other important documents we have
summarized in this prospectus. Since these summaries may not contain all the
information that you may find important in deciding whether to purchase the
securities we offer, you should review the full text of these documents. The
registration statement can be obtained from the SEC as indicated under the
heading "Where You Can Find More Information."
This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
below under the heading "Where You Can Find More Information."
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED
IN THIS PROSPECTUS AND A PROSPECTUS SUPPLEMENT. 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 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.
-------------------------------------
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 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 supplement or the accompanying 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 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 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.
o Annual Report on Form 10-K for the year ended December 31, 2002;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June
30, 2003 and September 30, 2003; and
3
o Current Reports on Form 8-K filed January 29, 2003, April 10, 2003, April
11, 2003, October 10, 2003, October 29, 2003 and November 19, 2003.
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
(203) 373-2211
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 and 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; engineered materials, such as plastics, silicones
and superabrasive industrial diamonds; and chemicals for treatment of water and
process systems.
GE's 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 its affiliate, National Broadcasting Company, Inc., GE delivers network
television services, operates television stations, and provides broadcast,
cable, Internet and multimedia programming and distribution services. Through
another affiliate, General Electric Capital Services, Inc. ("GECS"), 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, and
specialty insurance and reinsurance.
RATIO OF EARNINGS TO FIXED CHARGES
As mentioned in Note 1 to our consolidated financial statements in our
Current Report on Form 8-K filed April 10, 2003, which is incorporated by
reference in this prospectus, our consolidated financial statements represent
the adding together of ourselves and all affiliates--companies we directly or
indirectly control.
The following table contains our ratio of earnings to fixed charges for the
periods indicated.
GE AND CONSOLIDATED AFFILIATES
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED ----------------------------------------------------------------
SEPTEMBER 30, 2003 2002 2001 2000 1999 1998
------------------ ------ ------ ------ ------ ------
2.75x 2.75x 2.68x 2.48x 2.46x 2.31x
In the above calculations, earnings for all periods consist of earnings
before income taxes, minority interest and cumulative effect of changes in
accounting principles of GE and its consolidated affiliates. Earnings are also
adjusted to add amounts charged to consolidated expenses of GE and its
consolidated affiliates during the period for interest and other financial
charges and an amount representative of the interest factor in rentals (for this
purpose, the interest factor is assumed to be one-third of rental expense).
Fixed charges consist of all interest and financial charges, including
capitalized interest, and one-third of rental expense for companies included in
the consolidated group.
4
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement accompanying this
prospectus, the net proceeds from the sale of the securities to which this
prospectus relates will be used for general corporate purposes. General
corporate purposes may include repayment of debt, acquisitions, additions to
working capital, capital expenditures and investments in our subsidiaries. Net
proceeds may be temporarily invested prior to use.
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL
We, directly or through agents, dealers or underwriters that we designate,
may offer and sell, from time to time, up to $5,000,000,000 (or the equivalent
in one or more foreign currencies or currency units) aggregate initial offering
price of:
o our debt securities, in one or more series, which may be senior debt
securities or subordinated debt securities, in each case consisting of
notes or other unsecured evidences of indebtedness;
o shares of our common stock, par value $.06 per share;
o warrants to purchase any of the other securities that may be sold under
this prospectus;
o senior or subordinated unsecured guarantees; or
o any combination of these securities.
The terms of any securities we offer will be determined at the time of sale.
We may issue debt securities that are exchangeable for and/or convertible into
common stock or any of the other securities that may be sold under this
prospectus. When particular securities are offered, a supplement to this
prospectus will be delivered with this prospectus, which will describe the terms
of the offering and sale of the offered securities.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The description below of the general terms of the debt securities will be
supplemented by the more specific terms in a prospectus supplement. If any
particular terms of the debt securities described in a prospectus supplement
differ from any of the terms described in this prospectus, then the terms
described in the applicable prospectus supplement will supercede the terms
described in this prospectus.
The debt securities offered by this prospectus will be unsecured obligations
of GE and will be either senior or subordinated debt. We will issue the debt
securities under one of two separate indentures between us and The Bank of New
York (the "Trustee"). Senior debt will be issued under a senior note indenture
and subordinated debt will be issued under a subordinated note indenture. The
senior note indenture and the subordinated note indenture are sometimes referred
to in this prospectus individually as an "indenture" and collectively as the
"indentures." The indentures provide that our debt securities may be issued in
one or more series, with different terms, in each case as authorized from time
to time by us. The indentures also give us the ability to reopen a previous
issue of a series of debt securities and issue additional debt securities of
such series or establish additional terms for such series of debt securities.
None of the indentures limits the amount of debt securities or other unsecured
debt which we or our subsidiaries may issue. As of the date of this prospectus,
we have issued two series of senior debt securities under our senior note
indenture, dated as of January 1, 2003, between us and The Bank of New York, as
trustee: $5 billion of our 5% Notes due 2013 and $2.5 billion of our LIBOR
Floating Rate Notes due 2005.
Neither the senior debt securities nor the subordinated debt securities will
be secured by any of our property or assets. Thus, by owning a debt security,
you are one of our unsecured creditors. In addition, a substantial portion of
our assets are owned through our subsidiaries, many of which have significant
debt or other liabilities of their own which will be structurally senior to the
debt securities. None of our subsidiaries will have any obligations with respect
to the debt securities. Therefore, GE's rights and the rights of GE's creditors,
including holders of debt securities, to
5
participate in the assets of any subsidiary upon any such subsidiary's
liquidation may be subject to the prior claims of the subsidiary's other
creditors.
In addition to the following description of the debt securities, you should
refer to the detailed provisions of each indenture, copies of which are filed as
exhibits to the registration statement. To obtain a copy of the applicable
indenture, see "Where You Can Find More Information" in this prospectus. The
following summary and any description of our debt securities contained in an
applicable prospectus supplement are qualified in their entirety by reference to
all of the provisions of the applicable indenture, including defined terms.
A prospectus supplement will specify the applicable following terms of any
issue of debt securities we may offer:
o the designation or title, the aggregate principal amount and the
authorized denominations if other than $1,000 and integral multiples of
$1,000;
o whether the debt securities will be senior or subordinated debt;
o the price(s) at which debt securities will be issued;
o whether such debt securities will be issued pursuant to a medium term
notes program;
o the percentage of their principal amount at which the debt securities will
be issued and, if applicable, the method of determining the price;
o the date or dates on which the debt securities will mature and any right
to extend such date or dates;
o the currency, currencies or currency units in which payments on the debt
securities will be payable and the manner of determining the US dollar
equivalent for purposes of determining outstanding debt securities of a
series;
o the rate or rates at which the debt securities will bear interest, if any,
or the method of determination (including indices) of such rate or rates;
o the date or dates from which such interest, if any, shall accrue, the
dates on which such interest, if any, will be payable and the method of
determining holders to whom any of the interest shall be payable;
o any mandatory or optional sinking fund or analogous provisions;
o the prices, if any, at which, the dates at or after which and the terms
upon which, we may or must repay, repurchase or redeem the debt
securities;
o the date or dates, if any, after which the debt securities may be
converted or exchanged into or for shares of our common stock or another
company's securities or property or settled for the cash value of
securities issued by us or a third party and the terms for any such
conversion or exchange or settlement;
o the exchanges, if any, on which the debt securities may be listed;
o any special provisions for the payment of additional amounts with respect
to the debt securities;
o whether the debt securities are to be issuable as registered securities or
bearer securities or both, whether any of the debt securities are to be
issuable initially in temporary global form and whether any of the debt
securities are to be issuable in permanent global form;
o each office or agency where the principal of and any premium and interest
on the debt securities will be payable and each office or agency where the
debt securities may be presented for registration of transfer or exchange,
if other than the corporate trust office of the Trustee;
o any right to defer payments of interest by extending the interest payment
periods and the duration of such extensions;
o the trustee under the indenture pursuant to which the debt securities are
to be issued;
o whether the debt securities will be subject to defeasance or covenant
defeasance; and
o any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture.
The senior debt securities will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of GE. The subordinated debt
securities will be unsecured and will rank subordinated and junior in right
6
of payment, to the extent set forth in the subordinated note indenture, to all
Senior Debt (as defined herein) of GE. See "Subordination" below.
Some of the debt securities may be issued as discounted debt securities to be
sold at a substantial discount below their stated principal amount. The
prospectus supplement will describe any Federal income tax consequences and
other special considerations applicable to discounted debt securities.
PAYMENT AND TRANSFER
Unless we state otherwise in a prospectus supplement, we will issue debt
securities only as registered securities, which means that the name of the
holder will be entered in a register which will be kept by the Trustee or
another agent of GE. Unless we state otherwise in a prospectus supplement, we
will make principal and interest payments at the office of the paying agent or
agents we name in the prospectus supplement, if other than the corporate trust
office of the Trustee, or by mailing a check to you at the address we have for
you in the register.
Unless we state otherwise in a prospectus supplement, you will be able to
transfer registered debt securities at the office of the transfer agent or
agents we name in the prospectus supplement, if other than the corporate trust
office of the Trustee. You may also exchange registered debt securities at the
office of the transfer agent for an equal aggregate principal amount of
registered debt securities of the same series having the same maturity date,
interest rate and other terms as long as the debt securities are issued in
authorized denominations.
Neither GE nor the Trustee will impose any service charge for any transfer or
exchange of a debt security, however, we may ask you to pay any taxes or other
governmental charges in connection with a transfer or exchange of debt
securities.
If the debt securities are redeemable and we redeem less than all of the debt
securities of a particular series, we may block the transfer or exchange of debt
securities during a specified period of time in order to freeze the list of
holders to prepare the mailing. The period begins 15 days before the day we mail
the notice of redemption and ends on the day of that mailing. We may also refuse
to register transfers or exchanges of debt securities selected for redemption.
However, we will continue to permit transfers and exchanges of the unredeemed
portion of any debt security being partially redeemed.
GLOBAL NOTES, DELIVERY AND FORM
Unless otherwise specified in a prospectus supplement, the debt securities
will be issued in the form of one or more fully registered Global Notes (as
defined below) that will be deposited with, or on behalf of, The Depository
Trust Company, New York, New York (the "Depository") and registered in the name
of the Depository's nominee. Global Notes are not exchangeable for definitive
note certificates except in the specific circumstances described below. For
purposes of this Prospectus, "Global Note" refers to the Global Note or Global
Notes representing an entire issue of debt securities.
Except as set forth below, a Global Note may be transferred, in whole and not
in part, only to another nominee of the Depository or to a successor of the
Depository or its nominee.
The Depository has advised us as follows:
o The Depository is:
o a limited purpose trust company organized under the laws of the State
of New York;
o a "banking organization" within the meaning of the New York banking
law;
o a member of the Federal Reserve System;
o a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
7
o a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934.
o The Depository was created to hold securities of its participants and
to facilitate the clearance and settlement of securities transactions
among its participants through electronic book entry changes in
accounts of its participants, eliminating the need for physical
movements of securities certificates.
o The Depository participants include securities brokers and dealers,
banks, trust companies, clearing corporations and others, some of whom
own the Depository.
o Access to the Depository book-entry system is also available to others
that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
o Where we issue a Global Note in connection with the sale thereof to an
underwriter or underwriters, the Depository will immediately credit the
accounts of participants designated by such underwriter or underwriters
with the principal amount of the debt securities purchased by such
underwriter or underwriters.
o Ownership of beneficial interests in a Global Note and the transfers of
ownership will be effected only through, records maintained by the
Depository (with respect to participants), by the participants (with
respect to indirect participants and certain beneficial owners) and by
the indirect participants (with respect to all other beneficial
owners). The laws of some states require that certain purchasers of
securities take physical delivery in definitive form of securities they
purchase. These laws may limit your ability to transfer beneficial
interests in a Global Note.
So long as a nominee of the Depository is the registered owner of a Global
Note, such nominee for all purposes will be considered the sole owner or holder
of such debt securities under the indenture. Except as provided below, you will
not be entitled to have debt securities registered in your name, will not
receive or be entitled to receive physical delivery of debt securities in
definitive form, and will not be considered the owner or holder thereof under
the indenture.
We will make payment of principal of, and interest on, debt securities
represented by a Global Note to the Depository or its nominee, as the case may
be, as the registered owner and holder of the Global Note representing those
debt securities. The Depository has advised us that upon receipt of any payment
of principal of, or interest on, a Global Note, the Depository will immediately
credit accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of that Global Note, as
shown in the records of the Depository. Standing instructions and customary
practices will govern payments by participants to owners of beneficial interests
in a Global Note held through those participants, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name". Those payments will be the sole responsibility of those
participants, subject to any statutory or regulatory requirements that may be in
effect from time to time.
Neither we, the Trustee nor any of our respective agents will be responsible
for any aspect of the records of the Depository, any nominee or any participant
relating to, or payments made on account of, beneficial interests in a Global
Note or for maintaining, supervising or reviewing any of the records of the
Depository, any nominee or any participant relating to those beneficial
interests.
As described above, we will issue debt securities in definitive form in
exchange for a Global Note only in the following situations:
o if the Depository is at any time unwilling or unable to continue as
depository or if at any time the Depository ceases to be registered or in
good standing under the Securities Exchange Act of 1934, or other
applicable statute or regulation, and a successor depository is not
appointed by us within 90 days, or
o if we choose to issue definitive debt securities.
In either instance, an owner of a beneficial interest in a Global Note will be
entitled to have debt securities equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
debt securities in definitive form. Debt securities in definitive form will be
issued in denominations of $1,000 and integral mul-
8
tiples thereof and will be issued in registered form only, without coupons. We
will maintain in the Borough of Manhattan, The City of New York, one or more
offices or agencies where debt securities may be presented for payment and may
be transferred or exchanged. You will not be charged a fee for any transfer or
exchange of such debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
MODIFICATION OF THE INDENTURES
In general, our rights and obligations and the rights of the holders under
the indentures may be modified if the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of all series
affected by the modification voting as one class consent to it. However, Section
9.02 of each indenture provides that, unless each affected holder agrees, we
cannot
o make adverse changes to any payment terms of a debt security such as:
o extending the maturity date or dates;
o extending the date on which we have to pay interest or make a sinking
fund payment, other than deferrals of the payments of interest during
any extension period as described in any applicable prospectus
supplement;
o reducing the interest rate;
o reducing the amount of principal we have to repay;
o changing the currency in which we have to make any payment of
principal, premium or interest;
o modifying any redemption or repurchase right to the detriment of the
holder; or
o impairing any right of a holder to bring suit for payment;
o reduce the percentage of the aggregate principal amount of debt securities
needed to make any amendment to the indenture or to waive any covenant or
default;
o waive any past payment default; or
o make any change to Section 9.02.
However, if we and the Trustee agree, we can amend the indenture without
notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.
In addition, the subordinated note indenture may not be amended without the
consent of each holder of subordinated debt securities affected thereby to
modify the subordination of the subordinated debt securities issued under that
indenture in a manner adverse to the holders of the subordinated debt
securities.
CONSOLIDATION, MERGER AND SALE
GE shall not consolidate with or merge into any other corporation or entity
or convey, transfer or lease its properties and assets substantially as an
entirety, unless (1) such other corporation or entity expressly assumes, by
supplemental indenture executed and delivered to the trustee, the payment of the
principal of and premium, if any, and interest on all the debt securities and
the performance of every covenant of the indenture on the part of GE to be
performed or observed; (2) immediately after giving effect to such transactions,
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and (3)
GE has delivered to the trustee an officers' certificate and opinion of counsel,
each stating that such transaction complies with the provisions of the indenture
governing consolidation, merger, conveyance, transfer or lease and that all
conditions precedent thereto have been complied with.
9
EVENTS OF DEFAULT
Each indenture defines an Event of Default with respect to any series of debt
securities. Unless otherwise provided in the applicable prospectus supplement,
Events of Default are any of the following:
o default in any payment of principal or premium, if any, on any debt
security of such series when due;
o default for 30 days in payment of any interest, if any, on any debt
security of such series (subject to the deferral of any due date in the
case of an extension period);
o default in the making or satisfaction of any sinking fund payment or
analogous obligation for 30 days on the debt securities of such series;
o default for 90 days after written notice, as provided in the indenture, to
GE in performance of any other covenant in respect of the debt securities
of such series contained in such indenture;
o certain events of bankruptcy, insolvency or reorganization; or
o any other event of default provided with respect to debt securities of a
series.
An Event of Default under one series of debt securities does not necessarily
constitute an Event of Default under any other series of debt securities. Each
indenture provides that the Trustee may withhold notice to the holders of any
series of debt securities issued thereunder of any default if the Trustee
considers it in the interest of such holders to do so provided the trustee may
not withhold notice of default in the payment of principal, premium, if any, or
interest, if any, on any of the debt securities of such series or in the making
of any sinking fund instalment or analogous obligation with respect to such
series.
If an Event of Default occurs and continues, the Trustee or the holders of at
least 25% of the aggregate principal amount of the outstanding debt securities
of the series affected may require GE to repay the entire principal amount (or
in the case of discounted securities, a specified portion of the principal
amount) of the debt securities of such series immediately ("Repayment
Acceleration"). In most instances, the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of the affected
series may rescind a previously triggered Repayment Acceleration. However, if we
cause an Event of Default because we have failed to pay (unaccelerated)
principal, premium, if any, or interest, Repayment Acceleration may be rescinded
only if we have first cured our default by depositing with the Trustee enough
money to pay all (unaccelerated) past due amounts and penalties, if any.
Subject to the provisions of the Indenture relating to its duties in case of
default, the Trustee shall be under no obligation to exercise any of its rights
or powers under the Indenture at the request, order or direction of any holders
unless such holders offer the Trustee reasonable indemnity. Subject to the
provisions for indemnification, the holders of a majority in aggregate principal
amount of the outstanding debt securities of any series may direct the time,
method and place of conducting any proceedings for any remedy available to, or
exercising any trust or power conferred on, the Trustee with respect to such
debt securities. The holders of a majority in aggregate principal amount of the
outstanding debt securities of the series affected may waive any past default
with respect to such series, except, unless previously cured, a default in the
payment of principal, premium, if any, or interest.
CONVERSION AND EXCHANGE RIGHTS
The debt securities of any series may be convertible into or exchangeable for
other securities of GE or another issuer or property or cash on the terms and
subject to the conditions set forth in the applicable prospectus supplement.
DEFEASANCE AND DISCHARGE
The following discussion of full, or legal, defeasance and discharge will
apply to any series of debt securities unless otherwise indicated in the
applicable prospectus supplement with respect to the debt securities of a
series.
10
Each indenture provides that if we choose to have the defeasance and
discharge provision applied to the debt securities, we can legally release
ourselves from any payment or other obligations on the debt securities, except
for the ministerial obligations described below, if we put in place the
following arrangements for you to be repaid:
o We must deposit in trust for the benefit of all direct holders of debt
securities a combination of money and U.S. government or U.S. government
agency notes or bonds that will generate enough cash to make any interest,
premium, principal or other payments on the debt securities on their
various due dates.
o We must deliver to the trustee a legal opinion of our counsel confirming
that we received from, or there has been published by, the U.S. Internal
Revenue Service a ruling, or there has been a change in U.S. federal
income tax law, and, in either case, under then current U.S. law we may
make the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just
repaid the debt securities ourselves.
In addition, the subordinated note indenture provides that if we choose to
have the defeasance and discharge provision applied to the subordinated debt
securities, the subordination provisions of the subordinated note indenture will
become ineffective.
However, even if we make the deposit in trust and opinion delivery
arrangements discussed above, a number of our obligations relating to the debt
securities will remain. These include our obligations:
o to register the transfer and exchange of debt securities;
o to replace mutilated, destroyed, lost or stolen debt securities;
o to maintain paying agencies; and
o to hold money for payment in trust.
COVENANT DEFEASANCE
The indentures also allow us to choose whether covenant defeasance will apply
to any series of debt securities. Unless we state otherwise in the prospectus
supplement, covenant defeasance will be applicable to each series of debt
securities.
The indentures provide that if we choose to have the covenant defeasance
provision applied to any debt securities, we need not comply with the covenants
in the indentures, including under "Consolidation, Merger and Sale" and, in the
case of the subordinated note indenture, the provisions relating to
subordination. In addition, covenant defeasance would also render ineffective
any Event of Default provisions relating to any restrictive covenants. Any of
our other obligations affected by covenant defeasance will be specified in the
prospectus supplement.
In order to exercise the covenant defeasance option, we must put into place
the same deposit in trust arrangement as discussed above under "Defeasance and
Discharge" and we must deliver to the trustee a legal opinion of our counsel
confirming that under the current U.S. law we may make the above deposit without
causing you to recognize income, gain or loss for Federal income tax purposes or
to be taxed on the notes any differently than if we did not make the deposit and
just made the payments on the notes ourselves.
HIGHLY LEVERAGED TRANSACTION
The general provisions of the indentures do not afford holders of the debt
securities protection in the event of a highly leveraged or other transaction
involving GE that may adversely affect holders of the debt securities.
11
SUBORDINATION
Any subordinated debt securities issued under the subordinated note indenture
will be subordinate and junior in right of payment to all Senior Debt of GE
whether existing at the date of the subordinated note indenture or subsequently
incurred. Upon any payment or distribution of assets of GE to creditors upon
any:
o liquidation;
o dissolution;
o winding-up;
o reorganization;
o assignment for the benefit of creditors;
o marshaling of assets or any bankruptcy;
o insolvency; or
o debt restructuring or similar proceedings in connection with any
insolvency or bankruptcy proceeding of GE,
the holders of Senior Debt will first be entitled to receive payment in full of
the principal of and any premium and interest on such Senior Debt before the
holders of the subordinated debt securities will be entitled to receive or
retain any payment in respect of the principal of and any premium or interest on
the subordinated debt securities.
Upon the acceleration of the maturity of any subordinated debt securities,
the holders of all Senior Debt outstanding at the time of such acceleration will
first be entitled to receive payment in full of all amounts due thereon,
including any amounts due upon acceleration, before the holders of subordinated
debt securities will be entitled to receive or retain any payment in respect of
the principal of or any premium or interest on the subordinated debt securities.
No payments on account of principal, or any premium or interest, in respect
of the subordinated debt securities may be made if:
o there has occurred and is continuing a default in any payment with respect
to Senior Debt; or
o there has occurred and is continuing an event of default with respect to
any Senior Debt resulting in the acceleration of the maturity thereof.
"Debt" means, with respect to any person, whether recourse is to all or a
portion of the assets of such person and whether or not contingent:
o every obligation of such person for money borrowed;
o every obligation of such person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses;
o every reimbursement of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person;
o every obligation of such person issued or assumed as the deferred purchase
price of property or services, but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business;
o every capital lease obligation of such person;
o every obligation of others secured by a lien on any asset by such person;
o every obligation of the type referred to above of another person and all
dividends of another person the payment of which, in either case, such
person has guaranteed or for which such person is responsible or liable,
directly or indirectly, as obligor or otherwise; and
o every obligation for claims in respect of derivative products.
12
"Senior Debt" means the principal of, and any premium and interest on Debt of
GE, whether incurred on, before or after the date of the subordinated note
indenture, unless the instrument creating or evidencing the Debt or under which
the Debt is outstanding provides that obligations created by it are not superior
in right of payment to the subordinated debt securities and except certain
non-recourse Debt.
The indentures will place no limitation on the amount of additional Senior
Debt that may be incurred by GE.
GOVERNING LAW
The indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York, except to the extent that the
Trust Indenture Act applies.
CONCERNING THE TRUSTEE
GE has had and may continue to have commercial and investment banking
relationships with The Bank of New York in the ordinary course of business.
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. As of September 30, 2003, we had outstanding
approximately 10,040,860,000 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 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.
DESCRIPTION OF WARRANTS
We may issue warrants, in one or more series, for the purchase of debt
securities or shares of our common stock, par value $.06 per share. Warrants may
be issued independently or together with our debt securities or common stock and
may be attached to or separate from any offered securities. In addition to this
summary, you should refer to the detailed provisions of the specific warrant
agreement for complete terms of the warrants and the warrant agreement. Each
warrant agreement will be between GE and a banking institution organized under
the laws of the United States or a state thereof. A form of warrant agreement
will be filed as an exhibit to the Registration Statement.
The warrants will be evidenced by warrant certificates. Unless otherwise
specified in the prospectus supplement, the warrant certificates may be traded
separately from the debt securities or common stock, if any, with which the
warrant certificates were issued. Warrant certificates may be exchanged for new
warrant certificates of different denom-
13
inations at the office of an agent that we will appoint. Until a warrant is
exercised, the holder of a warrant does not have any of the rights of a holder
of our debt securities or common stock and is not entitled to any payments on
any debt securities or common stock issuable upon exercise of the warrants.
A prospectus supplement accompanying this prospectus relating to a particular
series of warrants to issue debt securities or common stock will describe the
terms of those warrants, including:
o the title and the aggregate number of warrants;
o the debt securities or common stock for which each warrant is exercisable;
o the date or dates on which the right to exercise such warrants commence
and expire;
o the price or prices at which such warrants are exercisable;
o the currency or currencies in which such warrants are exercisable;
o the periods during which and places at which such warrants are
exercisable;
o the terms of any mandatory or optional call provisions;
o the price or prices, if any, at which the warrants may be redeemed at the
option of the holder or will be redeemed upon expiration;
o the identity of the warrant agent; and
o the exchanges, if any, on which such warrants may be listed.
You may exercise warrants by payment to our warrant agent of the exercise
price, in each case in such currency or currencies as are specified in the
warrant, and giving your identity and the number of warrants to be exercised.
Once you pay our warrant agent and deliver the properly completed and executed
warrant certificate to our warrant agent at the specified office, our warrant
agent will, as soon as practicable, forward securities to you in authorized
denominations or share amounts. If you exercise less than all of the warrants
evidenced by your warrant certificate, you will be issued a new warrant
certificate for the remaining amount of warrants.
DESCRIPTION OF GUARANTEES
Any guarantees that we issue from time to time for the benefit of holders of
specified underlying securities will include the following terms and conditions,
plus any additional terms specified in the accompanying prospectus supplement.
A guarantee will provide that we unconditionally guarantee the due and
punctual payment of the principal, interest (if any), premium (if any) and all
other amounts due under the applicable underlying securities when the same shall
become due and payable, whether at maturity, pursuant to mandatory or optional
prepayments, by acceleration or otherwise, in each case after any applicable
grace periods or notice requirements, according to the terms of the applicable
underlying securities. Any guarantee shall be unconditional irrespective of the
validity or enforceability of the applicable underlying security, any change or
amendment thereto or any other circumstances that may otherwise constitute a
legal or equitable discharge or defense of a guarantor. However, we will not
waive presentment or demand of payment or notice with respect to the applicable
underlying security unless otherwise provided in the accompanying prospectus
supplement.
We shall be subrogated to all rights of the issuer of the applicable
underlying securities in respect of any amounts paid by us pursuant to the
provisions of a guarantee, except to the extent otherwise stated in a prospectus
supplement. The guarantee shall continue to be effective or reinstated, as the
case may be, if at any time any payment made by the issuer of the applicable
underlying security is rescinded or must otherwise be returned upon the
insolvency, bankruptcy or reorganization of GE, the issuer of the applicable
underlying security or otherwise.
14
ERISA MATTERS
GE has subsidiaries that provide services to many employee benefit plans. GE
and any direct or indirect subsidiary of GE may each be considered a "party in
interest" within the meaning of the Employee Retirement Income Security Act of
1974 ("ERISA"), and a "disqualified person" under corresponding provisions of
the Internal Revenue Code of 1986 (the "Code"), with respect to many employee
benefit plans. "Prohibited transactions" within the meaning of ERISA and the
Code may result if any offered securities are acquired by an employee benefit
plan as to which GE or any direct or indirect subsidiary of GE is a party in
interest, unless such offered securities are acquired pursuant to an applicable
exemption. Accordingly, each purchaser and each transferee using the assets of a
plan subject to ERISA or Section 4975 of the Code to acquire the offered
securities will be deemed to have represented that the acquisition and continued
holding of the offered securities will be covered by a Department of Labor
prohibited transaction class exemption. Any employee benefit plan or other
entity to which such provisions of ERISA or the Code apply proposing to acquire
the offered securities should consult with its legal counsel.
PLAN OF DISTRIBUTION
We may sell the offered securities (a) through agents; (b) through
underwriters or dealers; (c) directly to one or more purchasers; or (d) through
a combination of any of these methods of sale. We will identify the specific
plan of distribution, including any underwriters, dealers, agents or direct
purchasers and their compensation in a prospectus supplement.
BY AGENTS
If we sell securities through agents designated by us, unless indicated in
the prospectus supplement, the agents will agree to use their best efforts to
solicit purchases for the period of their appointment.
BY UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. Unless otherwise indicated in the prospectus supplement, the
underwriters will be obligated to purchase all of the securities offered by the
prospectus supplement if any of the securities are purchased. The underwriter
may change from time to time any initial public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers.
If we use dealers in the sale of the securities, we will sell the securities
to the dealer as principal. The dealer may resell the securities at varying
prices determined at the time of resale.
BY US
If we sell securities directly, no agents or underwriters will be involved.
GENERAL INFORMATION
Underwriters, dealers, agents or direct purchasers that participate in the
distribution of the offered securities may be underwriters as defined in the
Securities Act of 1933 (the "Act"), and any discounts or commissions that we pay
to them and any profit on their resale of the offered securities may be treated
as underwriting discounts and commissions under the Act.
We may have agreements with the underwriters, dealers and agents who
participate in the sale of offered securities to indemnify them against certain
civil liabilities, including liabilities under the Act, or to contribute with
respect to payments which the underwriters, dealers or agents may be required to
make.
15
In connection with underwritten offerings of securities, underwriters may
over-allot or effect transactions that stabilize, maintain or otherwise affect
the market price of the offered securities at levels above those that might
otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids, each of
which is described below.
o A stabilizing bid means the placing of any bid, or the effecting of any
purchase, for the purpose of pegging, fixing or maintaining the price of a
security.
o A syndicate covering transaction means the placing of any bid on behalf of
the underwriting syndicate or the effecting of any purchase to reduce a
short position created in connection with the offering.
o A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection with
the offering when offered securities originally sold by the syndicate
member are purchased in syndicate covering transactions.
These transactions may be effected on the New York Stock Exchange, in the
over-the-counter market or otherwise. Underwriters are not required to engage in
any of these activities, or to continue the activities if commenced.
We may authorize agents, underwriters or dealers to solicit offers by certain
institutional investors to purchase offered securities which will be paid for
and delivered on a future date specified in the prospectus supplement. The
obligations of any purchasers under these delayed delivery and payment
arrangements will be subject to only limited conditions which will be specified
in the prospectus supplement.
The offered securities may or may not be listed on a national securities
exchange or a foreign securities exchange. No assurances can be given that there
will be a market for any of the offered securities.
One or more of the underwriters, and/or one or more of their respective
affiliates, may be a lender under our credit agreements and may provide other
commercial banking, investment banking and other services to us and/or our
subsidiaries and affiliates in the ordinary course of business.
NASD REGULATIONS
GECC Capital Markets Group, Inc. is an affiliate of GE and may participate as
an underwriter in the distribution of securities issued pursuant to this
prospectus. Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. imposes certain requirements when an NASD member such
as GECC Capital Markets Group, Inc. distributes an affiliated company's
securities. GECC Capital Markets Group, Inc. has advised GE that any offering in
which GECC Capital Markets Group, Inc. acts as an underwriter will comply with
the applicable requirements of Rule 2720.
The maximum compensation we will pay to underwriters in connection with any
offering of the securities will not exceed 8% of the maximum proceeds of such
offering. All post-effective amendments or prospectus supplements disclosing the
actual price and selling terms of each offering of the securities will be
submitted to the NASD Corporate Financing Department at the same time they are
filed with the SEC. The NASD Corporate Financing Department will be advised if,
subsequent to the filing of any offering of the securities, any of our 5% or
greater shareholders is or becomes an affiliate or associated person of an NASD
member participating in the distribution of such securities. All NASD members
participating in offerings of the securities understand the requirements that
have to be met in connection with SEC Rule 415 and Notice to Members 88-101.
16
LEGAL MATTERS
Unless otherwise specified in the prospectus supplement accompanying this
prospectus, Robert E. Healing, Corporate Counsel of GE, and Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York 10019, will provide
opinions regarding the validity of the securities. Robert E. Healing
beneficially owns or has rights to acquire an aggregate of less than 0.01% of
common stock of GE. Any underwriters will also be advised about the validity of
the securities and other legal matters by their own counsel.
EXPERTS
KPMG LLP, independent certified public accountants, audited GE's consolidated
financial statements as of December 31, 2002 and 2001, and for each of the years
in the three-year period ended December 31, 2002. GE's Current Report on Form
8-K filed April 10, 2003 includes these financial statements and the auditors'
report. The audit report covering the December 31, 2002 consolidated financial
statements refers to 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.
17
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118,000,000 SHARES
[LOGO] GE
GENERAL ELECTRIC COMPANY
COMMON STOCK
----------------------------
PROSPECTUS SUPPLEMENT
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MORGAN STANLEY
CITIGROUP
GOLDMAN, SACHS &CO.
JPMORGAN
MARCH , 2004
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