FILED PURSUANT TO RULE 424(B)(5)
FILE NO. 333-113203
PROSPECTUS
1,115,256 Shares
GENERAL ELECTRIC COMPANY
Common Stock
This prospectus relates to 1,115,256 shares of common stock, par value
$0.06 per share, of General Electric Company. All of the shares being offered
hereby will be sold by or for the benefit of certain former securityholders of
Amersham plc. We will not receive any proceeds from the sale of the shares.
The price of the common stock will be based upon market prices
prevailing at the time of sale. Our common stock is listed on the New York Stock
Exchange under the symbol "GE". On April 7, 2004, the last reported sale price
of our common stock was $31.40 per share.
The mailing address of our principal executive offices is 3135 Easton
Turnpike, Fairfield, Connecticut 06828. Our telephone number is (203) 373-2211.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
April 8, 2004
TABLE OF CONTENTS
Page
----
Where You Can Find More Information .............. 2
The Company ...................................... 3
Background of this Offering ...................... 4
Use of Proceeds .................................. 4
Price Range of Common Stock
and Dividends .................................. 5
Description of Common Stock ...................... 5
Selling Shareowners .............................. 7
Plan of Distribution ............................. 8
Legal Matters .................................... 9
Experts .......................................... 9
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission, or SEC. Our SEC
filings are available to the public from the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room in Washington, D.C. located at 450 Fifth Street, N.W.,
Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our common stock is listed and traded
on the New York Stock Exchange (the "NYSE"). You may also inspect the
information we file with the SEC at the NYSE's offices at 20 Broad Street, New
York, New York 10005. Information about us is also available at our Internet
site at http://www.ge.com. However, the information on our Internet site is not
a part of this prospectus.
The SEC allows us to "incorporate by reference" in this prospectus the
information in the documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus our Annual Report on Form 10-K for the year ended
December 31, 2003, our Current Report on Form 8-K filed with the SEC on March
30, 2004, our Current Report on Form 8-K filed with the SEC on April 8, 2004 and
any future filings that we may make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), until we sell all of the securities that may be offered by this
prospectus; provided, however, that we are not incorporating any information
furnished under either Item 9 or Item 12 of any Current Report on Form 8-K.
You may request a copy of these documents at no cost to you by writing
or telephoning us at the following address:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
Attn: Investor Communications
Tel: (203) 373-2211
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENT.
REFERENCES IN THIS PROSPECTUS TO "GE," "WE," "US" AND "OUR" ARE TO
GENERAL ELECTRIC COMPANY.
THE COMPANY
GE is one of the largest and most diversified industrial corporations
in the world. We have engaged in developing, manufacturing and marketing a wide
variety of products for the generation, transmission, distribution, control and
utilization of electricity since our incorporation in 1892. Over the years, we
have developed or acquired new technologies and services that have broadened
considerably the scope of our activities.
Our products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; chemicals for treatment of water and process
systems; and engineered materials, such as plastics, silicones and, through the
fourth quarter of 2003, superabrasive industrial diamonds.
Our services include product services; electrical product supply
houses; electrical apparatus installation, engineering, repair and rebuilding
services; and through the third quarter of 2002, computer related information
services. Through our affiliate, the National Broadcasting Company, Inc., we
deliver network television services, operate television stations, and provide
cable, Internet and multimedia programming and distribution services. Through
another affiliate, General Electric Capital Services, Inc., we offer a broad
array of financial and other services including consumer financing, commercial
and industrial financing, real estate financing, asset management and leasing,
mortgage services, consumer savings and insurance services, and specialty
insurance and reinsurance.
In virtually all of our global business activities, we encounter
aggressive and able competition. In many instances, the competitive climate is
characterized by changing technology that requires continuing research and
development, as well as customer commitments. With respect to manufacturing
operations, we believe that, in general, we are one of the leading firms in most
of the major industries in which we participate. The NBC Television Network is
one of four major U.S. commercial broadcast television networks. It also
competes with syndicated broadcast television programming and cable and
satellite television programming activities. The businesses in which GE Capital
Services engages are subject to competition from various types of financial
institutions, including commercial banks, thrifts, investment banks,
broker-dealers, credit unions, leasing companies, consumer loan companies,
independent finance companies, finance companies associated with manufacturers,
and insurance and reinsurance companies.
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BACKGROUND OF THIS OFFERING
On April 8, 2004, GE and its subsidiary, GE Investments, Inc.,
completed their previously announced acquisition of Amersham plc ("Amersham"), a
public limited company incorporated in England and Wales (the "acquisition").
Pursuant to the acquisition, each of the outstanding ordinary shares of 5 pence
each (the "Amersham shares") of Amersham was exchanged for 0.4833 of a share of
GE common stock (the "GE shares") and each of the outstanding Amersham American
Depositary Shares (the "Amersham ADSs") was exchanged for 2.4165 GE shares.
At the request of Amersham, GE and GE Investments made a sale facility
(the "dealing facility") available to certain holders of Amersham shares and
Amersham ADSs residing in the jurisdictions referred to below (the "eligible
jurisdictions") to enable these holders to sell the GE shares that they received
in the acquisition without payment of brokerage or similar charges. The eligible
jurisdictions are the Canadian provinces of Alberta, Nova Scotia, Quebec and
British Columbia, Denmark, France, Germany, Hong Kong, Ireland, Italy, Norway,
Spain, the United Kingdom and the United States. See "Selling Shareowners" for
additional information with respect to the holders who elected to use the
dealing facility.
Fractional GE shares to which former Amersham securityholders are
entitled and all GE shares to which former Amersham securityholders residing in
Sweden are entitled (the "aggregated overseas shares"), will be sold as set
forth under the heading "Plan of Distribution," with the cash proceeds remitted
to these former Amersham securityholders. The total number of fractional GE
shares and aggregated overseas shares is 339,596 GE shares. GE shares will not
be sold through the dealing facility before all fractional GE shares and
aggregated overseas shares have been sold.
See "Plan of Distribution" for additional information with respect to
the dealing facility and sales of fractional GE shares and aggregated overseas
shares.
USE OF PROCEEDS
We will not receive any proceeds from the sales of the GE shares
offered hereby. All of the GE shares being offered hereby will be sold by or for
the benefit of certain former Amersham securityholders.
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PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is publicly traded on the NYSE under the symbol "GE".
The following table sets forth for the fiscal quarters indicated the high and
low sales prices for the common stock, as reported on the NYSE Composite Tape,
and the dividends per share declared in respect of those quarters. The last
reported sale price of the common stock on April 7, 2004 was $31.40 per share.
MARKET PRICE OF
COMMON STOCK
-------------------
CASH
HIGH LOW DIVIDENDS
------------------------------
FISCAL 2004
Second Quarter (through April 7, 2004) ....... $ 31.83 $ 30.33 $ --
First Quarter ................................ 34.57 28.88 .20
FISCAL 2003
Fourth Quarter ............................... $ 31.30 $ 27.37 $ .20
Third Quarter ................................ 32.42 26.90 .19
Second Quarter ............................... 31.66 25.50 .19
First Quarter ................................ 28.00 21.30 .19
FISCAL 2002
Fourth Quarter ............................... $ 27.98 $ 21.40 $ .19
Third Quarter ................................ 32.98 23.02 .18
Second Quarter ............................... 37.80 27.42 .18
First Quarter ................................ 41.84 34.49 .18
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.
As of February 27, 2004, there were 10,082,220,538 shares of GE common
stock outstanding. As of December 31, 2003, there were approximately 670,000
shareowner accounts of record.
DESCRIPTION OF COMMON STOCK
Set forth below is a description of the GE common stock. The following
description of the GE common stock is a summary and is subject to the provisions
of our certificate of incorporation, our by-laws and the relevant provisions of
the law of New York.
We are currently authorized to issue up to 13,200,000,000 shares of
common stock, par value $.06 per share.
Holders of the GE common stock are entitled to share ratably in any
dividends and in any assets available for distribution on liquidation,
dissolution or winding-up, subject, if preferred stock of GE is then
outstanding, to any preferential rights of such preferred stock. Each share of
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GE common stock entitles the holder of record to one vote at all meetings of
shareowners, and the votes are noncumulative. The GE common stock is not
redeemable, has no subscription or conversion rights and does not entitle the
holder to any preemptive rights.
Dividends may be paid on the GE common stock out of funds legally
available for dividends, when and if declared by GE's board of directors.
The Bank of New York is the transfer agent and registrar for the GE
common stock.
We are also authorized to issue up to 50,000,000 shares of preferred
stock, par value $1.00 per share, in series, but have not issued any of this
preferred stock. If preferred stock is issued, GE's board of directors may fix
the designation, relative rights, preferences and limitations of the shares of
each series.
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SELLING SHAREOWNERS
The dealing facility was made available only to registered holders both
at 10:00 p.m. (London time) on February 27, 2004 (the "facility record date")
and at 6:00 p.m. (London time) on April 6, 2004 (the "acquisition record date")
of 5,000 or fewer Amersham shares (or entitlements to 5,000 or fewer Amersham
shares through the VPS in Norway) or 1,000 or fewer Amersham ADSs residing in
the eligible jurisdictions. Eligible holders were not obligated to participate
in the dealing facility. Eligible holders could elect to sell GE shares under
the dealing facility (or in any other manner they choose) or to retain their GE
shares. Under the dealing facility, an eligible holder could elect to sell all,
but not less than all, of the GE shares to which such eligible holder became
entitled in the acquisition. GE shares will not be sold through the dealing
facility before all of the fractional GE shares and all of the aggregated
overseas shares have been sold.
The total number of GE shares to be sold by eligible holders who
validly submitted (and did not revoke) an election to participate in the dealing
facility is 775,660. The following table sets forth certain information with
respect to these eligible holders ("electing eligible holders") as of the
acquisition record date:
COUNTRY OF
RESIDENCE OF RANGE OF AMERSHAM TOTAL NUMBER OF AMERSHAM NUMBER OF GE SHARES
ELECTING SHARES HELD AS OF THE NUMBER OF ELECTING SHARES HELD BY THESE RECEIVED BY THESE
ELIGIBLE HOLDER ACQUISITION RECORD DATE ELIGIBLE HOLDERS ELECTING ELIGIBLE HOLDERS ELECTING ELIGIBLE HOLDERS
--------------- ----------------------- ---------------- ------------------------- -------------------------
DENMARK 1-100 1 80 38
101-1000 0 0 0
1001-5000 0 0 0
Total 1 80 38
FRANCE 1-100 0 0 0
101-1000 1 257 124
1001-5000 0 0 0
Total 1 257 124
IRELAND 1-100 0 0 0
101-1000 2 377 180
1001-5000 0 0 0
Total 2 377 180
NORWAY* 1-100 213 11,837 5,502
101-1000 345 128,033 61,550
1001-5000 137 293,259 141,590
Total 695 433,129 208,642
SPAIN 1-100 0 0 0
101-1000 2 920 443
1001-5000 0 0 0
Total 2 920 443
UNITED KINGDOM 1-100 105 5,003 2,367
101-1000 828 413,249 199,260
1001-5000 413 744,565 359,641
Total 1,346 1,162,817 561,268
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COUNTRY OF
RESIDENCE OF RANGE OF AMERSHAM TOTAL NUMBER OF AMERSHAM NUMBER OF GE SHARES
ELECTING SHARES HELD AS OF THE NUMBER OF ELECTING SHARES HELD BY THESE RECEIVED BY THESE
ELIGIBLE HOLDER ACQUISITION RECORD DATE ELIGIBLE HOLDERS ELECTING ELIGIBLE HOLDERS ELECTING ELIGIBLE HOLDERS
--------------- ----------------------- ---------------- ------------------------- -------------------------
UNITED STATES** 1-100 0 0 0
101-1000 1 193 93
1001-5000 5 10,086 4,872
Total 6 10,279 4,965
TOTAL 1-100 319 16,920 7,907
101-1000 1,179 543,029 261,650
1001-5000 555 1,047,910 506,103
Total 2,053 1,607,859 775,660
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* Held directly or in the form of entitlements to Amersham shares through
the VPS in Norway.
** Held directly or in the form of Amersham ADSs.
No eligible holders in Canada, Germany, Hong Kong or Italy elected to
participate in the dealing facility.
The total number of fractional GE shares and aggregated overseas shares
is 339,596 GE shares.
The dealing facility was not open to persons who were executive
officers, directors or other affiliates of GE, GE Investments or Amersham before
the effective date of the acquisition or of GE or GE Investments after the
effective date of the acquisition.
PLAN OF DISTRIBUTION
Goldman Sachs & Co. ("Goldman Sachs") will act exclusively as agent to
sell all GE shares for sale through the dealing facility and all fractional GE
shares and all aggregated overseas shares in a manner consistent with its duty
of best execution in one or more transactions on the floor of the NYSE within
the five business days immediately following the effective date of the
acquisition (subject to delay in the event of certain force majeure events).
The timing of transactions and the frequency of transaction intervals
will be subject solely to the control of Goldman Sachs. Goldman Sachs will
effect all transactions in connection with the dealing facility and all sales of
fractional GE shares and aggregated overseas shares in the open market on the
floor of the NYSE in the ordinary course of its business. The dealing facility
and sales of fractional GE shares and aggregated overseas shares will not
involve any special selling efforts or selling methods. In connection with the
foregoing, Goldman Sachs will effect brokers' transactions solely as agent on an
unsolicited basis, including transactions permitted by Rule 144(g)(2) under the
Securities Act of 1933, as amended (the "Securities Act"). Goldman Sachs may
also cross, solely on an agency basis, unsolicited purchase instructions in GE
shares submitted by their customers with sale instructions received by Goldman
Sachs as would be permitted by Rule 101(b)(5) of Regulation M under the Exchange
Act. All such crossing transactions will be effected by Goldman Sachs on the
floor of the NYSE, and Goldman Sachs will not conduct negotiations off the floor
of the NYSE with respect to such transactions.
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Electing eligible holders will receive the average price per share at
which all GE shares received by electing eligible holders in the acquisition are
sold through the dealing facility, excluding brokerage commissions, mailing
charges, registration fees or other administrative or similar expenses. Former
Amersham securityholders entitled to the proceeds of the sale of fractional
share interests or overseas shares will receive the average price per share at
which all fractional share interests and overseas shares are sold, excluding
brokerage commissions, mailing charges, registration fees or other
administrative or similar expenses. These holders are not guaranteed any minimum
sale price or limited to any maximum sale price for GE shares sold under the
dealing facility. The sale price of the GE shares sold through the dealing
facility will depend on market demand at the time any such GE shares are sold.
Goldman Sachs will not sell GE shares through the dealing facility
before it has sold all of the fractional GE shares and all of the aggregated
overseas shares.
GE, GE Investments and their affiliates have agreed not to make any
purchases of GE shares during the period while sales orders are executed under
the dealing facility or with respect to fractional GE shares and aggregated
overseas shares.
All expenses in connection with the dealing facility and the sale of
fractional GE shares and aggregated overseas shares will be paid by either GE or
GE Investments. Goldman Sachs' commissions in connection with the foregoing will
not exceed customary brokerage commissions on similar transactions and will be
paid by either GE or GE Investments.
GE has agreed to indemnify Goldman Sachs against certain liabilities,
including liabilities under the Securities Act.
LEGAL MATTERS
Thomas J. Kim, Corporate & Securities Counsel of GE, has provided an
opinion regarding the validity of the shares of common stock offered hereby. Mr.
Kim beneficially owns or has rights to acquire an aggregate of less than 0.01%
of the common stock of GE.
EXPERTS
KPMG LLP, independent certified public accountants, audited GE's
consolidated financial statements as of December 31, 2003 and 2002, and for each
of the years in the three-year period ended December 31, 2003. GE's Current
Report on Form 8-K filed March 30, 2004 includes these financial statements and
the auditors' report. The audit report covering the December 31, 2003
consolidated financial statements refers to changes in the methods of accounting
for variable interest entities and for asset retirement obligations in 2003,
changes in the methods of accounting for goodwill and other intangible assets
and for stock-based compensation in 2002, and changes in the methods of
accounting for derivative instruments and hedging activities and impairment of
certain beneficial interests in securitized assets in 2001. This prospectus
incorporates the financial statements and report by reference, relying on KPMG
LLP's authority as experts in accounting and auditing.
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