As filed with the Securities and Exchange Commission on March 5, 2004
Registration No. 333-113203
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New York 3724 14-0689340
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06828
(203) 373-2211
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive office)
Michael R. McAlevey, Esq.
Chief Corporate and Securities Counsel
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828-0001
(203) 373-2967
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
PLEASE SEND COPIES OF COMMUNICATIONS TO:
Ellen J. Odoner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.|_| _______________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. |_|__________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission relating to these securities is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 5, 2004
PROSPECTUS
7,000,000 Shares
GENERAL ELECTRIC COMPANY
Common Stock
This prospectus relates to 7,000,000 shares of common stock, par value
$0.06 per share, of General Electric Company. All of the shares being offered
hereby will be sold by or for the benefit of certain former securityholders of
Amersham plc. We will not receive any proceeds from the sale of the shares.
The price of the common stock will be based upon market prices
prevailing at the time of sale. Our common stock is listed on the New York Stock
Exchange under the symbol "GE". On February 27, 2004, the last reported sale
price of our common stock was $32.52 per share.
The mailing address of our principal executive offices is 3135 Easton
Turnpike, Fairfield, Connecticut 06828. Our telephone number is (203) 373-2211.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
March , 2004
TABLE OF CONTENTS
PAGE PAGE
Where You Can Find More Information....2 Description of Common Stock......5
The Company............................3 Selling Shareowners..............7
Background of this Offering............3 Plan of Distribution.............8
Use of Proceeds........................4 Legal Matters....................9
Price Range of Common Stock Experts..........................9
and Dividends........................5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission, or SEC. Our SEC
filings are available to the public from the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room in Washington, D.C. located at 450 Fifth Street, N.W.,
Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our common stock is listed and traded
on the New York Stock Exchange (the "NYSE"). You may also inspect the
information we file with the SEC at the NYSE's offices at 20 Broad Street, New
York, New York 10005. Information about us is also available at our Internet
site at http://www.ge.com. However, the information on our Internet site is not
a part of this prospectus.
The SEC allows us to "incorporate by reference" in this prospectus the
information in the documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus our Annual Report on Form 10-K for the year ended
December 31, 2003 and any future filings that we may make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), until we sell all of the securities that may be
offered by this prospectus; PROVIDED, HOWEVER, that we are not incorporating any
information furnished under either Item 9 or Item 12 of any Current Report on
Form 8-K.
You may request a copy of these documents at no cost to you by writing
or telephoning us at the following address:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
Attn: Investor Communications
Tel: (203) 373-2211
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
2
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENT.
REFERENCES IN THIS PROSPECTUS TO "GE," "WE," "US" AND "OUR" ARE TO
GENERAL ELECTRIC COMPANY.
THE COMPANY
GE is one of the largest and most diversified industrial corporations
in the world. We have engaged in developing, manufacturing and marketing a wide
variety of products for the generation, transmission, distribution, control and
utilization of electricity since our incorporation in 1892. Over the years, we
have developed or acquired new technologies and services that have broadened
considerably the scope of our activities.
Our products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; chemicals for treatment of water and process
systems; and engineered materials, such as plastics, silicones and, through the
fourth quarter of 2003, superabrasive industrial diamonds.
Our services include product services; electrical product supply
houses; electrical apparatus installation, engineering, repair and rebuilding
services; and through the third quarter of 2002, computer related information
services. Through our affiliate, the National Broadcasting Company, Inc., we
deliver network television services, operate television stations, and provide
cable, Internet and multimedia programming and distribution services. Through
another affiliate, General Electric Capital Services, Inc., we offer a broad
array of financial and other services including consumer financing, commercial
and industrial financing, real estate financing, asset management and leasing,
mortgage services, consumer savings and insurance services, and specialty
insurance and reinsurance.
In virtually all of our global business activities, we encounter
aggressive and able competition. In many instances, the competitive climate is
characterized by changing technology that requires continuing research and
development, as well as customer commitments. With respect to manufacturing
operations, we believe that, in general, we are one of the leading firms in most
of the major industries in which we participate. The NBC Television Network is
one of four major U.S. commercial broadcast television networks. It also
competes with syndicated broadcast television programming and cable and
satellite television programming activities. The businesses in which GE Capital
Services engages are subject to competition from various types of financial
institutions, including commercial banks, thrifts, investment banks,
broker-dealers, credit unions, leasing companies, consumer loan companies,
independent finance companies, finance companies associated with manufacturers,
and insurance and reinsurance companies.
BACKGROUND OF THIS OFFERING
On October 10, 2003, GE and Amersham plc ("Amersham"), a public limited
company incorporated in England and Wales, announced their agreement on the
terms of a recommended share exchange acquisition (the "acquisition"). Subject
to satisfaction of certain conditions, including approval by the requisite votes
of Amersham securityholders and approval by the High Court of Justice in England
and Wales, GE and its subsidiary, GE Investments, Inc., will acquire all of the
outstanding ordinary shares of 5 pence each (the "Amersham shares") of Amersham,
including Amersham shares represented by American Depositary Shares (the
"Amersham ADSs"), in exchange for shares of common stock of GE (the "GE
shares"). The number of GE shares to be delivered in exchange for an Amersham
share or Amersham ADS will be determined by means of an exchange ratio
mechanism. The acquisition is currently expected to become effective on April 8,
2004.
3
At the request of Amersham, GE and GE Investments are making a sale
facility (the "dealing facility") available to certain holders of Amersham
shares and Amersham ADSs who reside in the jurisdictions referred to below (the
"eligible jurisdictions") to enable these holders to sell the shares of GE
common stock that they will be entitled to receive in the acquisition without
payment of brokerage or similar charges. The eligible jurisdictions are the
Canadian provinces of Alberta, Nova Scotia, Quebec and British Columbia,
Denmark, France, Germany, Hong Kong, Ireland, Italy, Norway, Spain, the United
Kingdom and the United States. See "Selling Shareowners" for additional
information with respect to the holders eligible to use the dealing facility
(the "eligible holders").
Fractional GE shares to which Amersham securityholders will be
entitled and all GE shares to which Amersham securityholders who reside in
Sweden and certain other jurisdictions where GE shares will not be delivered
due to local regulatory constraints will be entitled (the "aggregated overseas
shares"), will be sold as set forth under the heading "Plan of Distribution,"
with the cash proceeds remitted to these Amersham securityholders. The total
number of fractional GE shares and aggregated overseas shares is not expected
to exceed approximately 945,000 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 shares of common
stock offered hereby. All of the shares of common stock being offered hereby
will be sold by or for the benefit of certain former Amersham securityholders.
4
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is publicly traded on the NYSE under the symbol "GE".
The following table sets forth for the fiscal quarters indicated the high and
low sales prices for the common stock, as reported on the NYSE Composite Tape,
and the dividends per share declared in respect of those quarters. The last
reported sale price of the common stock on February 27, 2004 was $32.52 per
share.
MARKET PRICE OF
COMMON STOCK
-------------------
CASH
HIGH LOW DIVIDENDS
-------------------------------
FISCAL 2004
First Quarter (through February 27, 2004) ... $ 34.57 $ 30.92 $ .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 13, 2004, there were 10,078,668,998 shares of GE common
stock outstanding. As of December 31, 2003, there were approximately 670,000
shareowner accounts of record.
DESCRIPTION OF COMMON STOCK
Set forth below is a description of the GE common stock. The following
description of the GE common stock is a summary and is subject to the provisions
of our certificate of incorporation, our by-laws and the relevant provisions of
the law of New York.
We are currently authorized to issue up to 13,200,000,000 shares of
common stock, par value $.06 per share.
Holders of the GE common stock are entitled to share ratably in any
dividends and in any assets available for distribution on liquidation,
dissolution or winding-up, subject, if preferred stock of GE is then
outstanding, to any preferential rights of such preferred stock. Each share of
GE common stock entitles the holder of record to one vote at all meetings of
shareowners, and the votes are noncumulative. The GE common stock is not
redeemable, has no subscription or conversion rights and does not entitle the
holder to any preemptive rights.
5
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.
6
SELLING SHAREOWNERS
The dealing facility will be available only to registered holders both
at 10:00 pm (London time) on February 27, 2004 (the "facility record date") and
at 6:00 p.m. (London time) on the acquisition record date (expected to be April
6, 2004) of 5,000 or fewer Amersham shares (or entitlements to 5,000 or fewer
Amersham shares through the VPS in Norway) or 1,000 or fewer Amersham ADSs who
reside in the eligible jurisdictions. Eligible holders are not obligated to
participate in the dealing facility. Eligible holders may elect to sell GE
shares under the dealing facility (or in any other manner they choose) or to
retain their GE shares. Under the dealing facility, an eligible holder may sell
all, but not less than all, of the GE shares to which such eligible holder
becomes entitled in the acquisition. 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 actual number of GE shares to be sold by eligible holders through
the dealing facility will be the number of GE shares with respect to which
eligible holders validly submit (and do not validly revoke) an election to
participate. Based upon the maximum exchange ratio for the acquisition (0.5571
of a GE share for each Amersham share), if all eligible holders elect to
participate, the number of GE shares to be sold by eligible holders through the
dealing facility will total 6,054,336 GE shares (approximately 0.06% of the
total number of GE shares outstanding at February 13, 2004).
The following table sets forth certain information with respect to the
eligible holders on the facility record date:
COUNTRY OF RANGE OF AMERSHAM NUMBER OF TOTAL NUMBER OF AMERSHAM MAXIMUM NUMBER OF GE SHARES
RESIDENCE OF SHARES HELD AT THE ELIGIBLE SHARES HELD BY THESE TO BE RECEIVED BY THESE
ELIGIBLE HOLDER FACILITY RECORD DATE HOLDERS ELIGIBLE HOLDERS ELIGIBLE HOLDERS*
--------------- -------------------- ------- ---------------- ----------------
CANADA 1-100 1 70 38.9
101-1000 6 1,283 715.8
1001-5000 4 11,964 6,665.1
Total 11 13,317 7,419.8
DENMARK 1-100 4 193 107.5
101-1000 7 3,770 2,100.3
1001-5000 14 27,713 15,438.9
Total 25 31,676 17,646.7
FRANCE 1-100 2 103 57.4
101-1000 8 4,475 2,493.0
1001-5000 2 5,234 2,915.9
Total 12 9,812 5,466.3
GERMANY 1-100 4 197 109.7
101-1000 3 2,266 1,262.4
1001-5000 6 11,135 6,203.3
Total 13 13,598 7,575.4
HONG KONG 1-100 0 0 0
101-1000 2 1,017 566.6
1001-5000 1 1,034 576.0
Total 3 2,051 1,142.6
7
COUNTRY OF RANGE OF AMERSHAM NUMBER OF TOTAL NUMBER OF AMERSHAM MAXIMUM NUMBER OF GE SHARES
RESIDENCE OF SHARES HELD AT THE ELIGIBLE SHARES HELD BY THESE TO BE RECEIVED BY THESE
ELIGIBLE HOLDER FACILITY RECORD DATE HOLDERS ELIGIBLE HOLDERS ELIGIBLE HOLDERS*
--------------- -------------------- ------- ---------------- ----------------
IRELAND 1-100 6 354 197.2
101-1000 24 10,565 5,885.8
1001-5000 8 19,019 10,595.5
Total 38 29,938 16,678.5
ITALY 1-100 0 0 0
101-1000 4 2,792 1,555.4
1001-5000 1 2,170 1,208.9
Total 5 4,962 2,764.3
NORWAY** 1-100 1,076 61,729 34,389.2
101-1000 2,091 828,008 461,283.3
1001-5000 873 1,963,291 1,093,749.4
Total 4,040 2,853,028 1,589,421.9
SPAIN 1-100 0 0 0
101-1000 6 3,715 2,069.6
1001-5000 3 7,844 4,369.9
Total 9 11,559 6,439.5
UNITED KINGDOM 1-100 485 23,847 13,285.2
101-1000 3,788 1,911,029 1,064,634.2
1001-5000 2,750 5,875,669 3,273,335.1
Total 7,023 7,810,545 4,351,255.5
UNITED STATES*** 1-100 11 391 217.8
101-1000 53 21,818 12,154.8
1001-5000 27 58,897 32,811.5
Total 91 81,106 45,184.1
TOTAL 1-100 1,589 86,884 48,403.1
101-1000 5,995 2,796,738 1,558,062.8
1001-5000 3,689 7,983,970 4,447,869.7
Total 11,273 10,867,592 6,054,335.6
----------
* Based on maximum exchange ratio of 0.5571 of a GE share for each Amersham
share.
** Held directly or in the form of entitlements to Amersham shares through the
VPS in Norway.
*** Held directly or in the form of Amersham ADSs.
The total number of fractional GE shares and aggregated overseas shares
is not expected to exceed approximately 945,000 GE shares.
The dealing facility will not be open to persons who are executive
officers, directors or other affiliates of GE, GE Investments or Amersham before
the effective date of the acquisition or of GE or GE Investments after the
effective date of the acquisition.
PLAN OF DISTRIBUTION
8
The availability of the dealing facility is conditional upon the
effectiveness of the registration statement of which this prospectus forms a
part and the effectiveness of the acquisition.
Goldman Sachs & Co. ("Goldman Sachs") will act exclusively as agent to
sell all GE Shares for sale through the dealing facility 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 all 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.
Eligible holders will receive the average price per share at which all
GE shares received by 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 will not be guaranteed any minimum sale price or
limited to any maximum sale price for GE shares sold under the dealing facility.
The sale price of the GE shares sold through the dealing facility will depend on
market demand at the time any such GE shares are sold.
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 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 a
opinion regarding the validity of the shares of common stock offered hereby. Mr.
Kim beneficially owns or has rights to acquire an aggregate of less than 0.01%
of the common stock of GE.
9
EXPERTS
KPMG LLP, independent certified public accountants, audited GE's
consolidated financial statements as of December 31, 2003 and 2002, and for each
of the years in the three-year period ended December 31, 2003. GE's Annual
Report on Form 10-K filed March 1, 2004 includes these financial statements and
the auditors' report. The audit report covering the December 31, 2003
consolidated financial statements refers to changes in the methods of accounting
for variable interest entities and for asset retirement obligations in 2003,
changes in the methods of accounting for goodwill and other intangible assets
and for stock-based compensation in 2002, and changes in the methods of
accounting for derivative instruments and hedging activities and impairment of
certain beneficial interests in securitized assets in 2001. This prospectus
incorporates the financial statements and report by reference, relying on KPMG
LLP's authority as experts in accounting and auditing.
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the securities described in
this Registration Statement, other than the underwriting discount. All amounts,
except the SEC registration fees, are estimated. All amounts will be paid by the
Registrant or its subsidiary, GE Investments, Inc.
SEC registration fee.................... $29,037
Legal fees and expenses................. 20,000
Accounting fees and expenses............ 5,000
Miscellaneous........................... 5,000
---------
Total.............................. $59,037
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law -- hereinafter,
referred to as the "NYBCL" -- provides that, in addition to indemnification
provided in Article 7 of the NYBCL, a corporation may indemnify a director or
officer by a provision contained in the certificate of incorporation or by-laws
or by a duly authorized resolution of its shareowners or directors or by
agreement, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and material to the cause of
action, or that such director or officer personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Section 722 (a) of the NYBCL provides that a corporation may indemnify
a director or officer made, or threatened to be made, a party to any action
other than a derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result of such action or proceeding, if such director
or officer acted in good faith, for a purpose which he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that his
conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action or in connection with an appeal therein if such director or officer acted
in good faith, for a purpose which he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of, or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and
II-1
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification may be authorized by the corporation. It provides that
indemnification by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action. In the event that the director or officer has not been successful or
the action is settled, indemnification must be authorized by the appropriate
corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director
or officer, indemnification may be awarded by a court to the extent authorized.
Section 722 and Section 723 of the NYBCL contain certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the provisions of
Article 7 of the NYBCL, (2) directors and officers in instances in which they
may be indemnified by the corporation under the provisions of Article 7 of the
NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by the corporation under the provisions of Article 7 of
the NYBCL, provided the contract of insurance covering such directors and
officers provides, in a manner acceptable to the New York State Superintendent
of Insurance, for a retention amount and for co-insurance.
Section 6 of the restated certificate of incorporation, as amended, of
GE provides in part as follows:
"A person who is or was a director of the corporation shall have no
personal liability to the corporation or its shareowners for damages
for any breach of duty in such capacity except that the foregoing
shall not eliminate or limit liability where such liability is imposed
under the Business Corporation Law of the State of New York."
Article XI of the bylaws, as amended, of GE provides, in part, as
follows:
"The Company shall, to the fullest extent permitted by applicable law
as the same exists or may hereafter be in effect, indemnify any person
who is or was or has agreed to become a director or officer of the
Company and who is or was made or threatened to be made a party to or
is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company to procure a
judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the
fact that he or she is or was or has agreed to become a director or
officer of the Company, or is or was serving or has agreed to serve
such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid or to be paid in settlement, taxes or penalties,
and costs, charges and expenses, including attorney's fees, incurred
in
II-2
connection with such action or proceeding or any appeal therein,
provided, however, that no indemnification shall be provided to any
such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his or her acts were
committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action
so adjudicated, or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled. The benefits of this paragraph shall extend to the heirs and
legal representatives of any person entitled to indemnification under
this paragraph."
GE has purchased liability insurance for its officers and directors as
permitted by Section 726 of the NYBCL.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
5* Opinion of Thomas J. Kim, Corporate & Securities
Counsel of GE.
23.1 Consent of KPMG LLP, independent public accountants.
23.2* Consent of Thomas J. Kim, Corporate & Securities
Counsel of GE (included in the opinion filed as
Exhibit 5).
24* Power of Attorney.
--------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
II-3
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Electric Company, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Fairfield, State of Connecticut, on the 5th day of March, 2004.
GENERAL ELECTRIC COMPANY
By: * JEFFREY R. IMMELT
--------------------------------
Name: JEFFREY R. IMMELT
Title: CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* JEFFREY R. IMMELT Chairman of the Board and Chief
------------------------------------ Executive Officer and a Director
(JEFFREY R. IMMELT) (Principal Executive Officer and
Director)
* KEITH S. SHERIN Senior Vice President - Finance
------------------------------------ (Principal Financial Officer)
(KEITH S. SHERIN)
* PHILIP D. AMEEN Vice President and Comptroller
------------------------------------ (Principal Accounting Officer)
(PHILIP D. AMEEN)
* JAMES I. CASH, JR. Director
------------------------------------
(JAMES I. CASH, JR.)
* DENNIS D. DAMMERMAN Director
------------------------------------
(DENNIS D. DAMMERMAN)
* ANN M. FUDGE Director
------------------------------------
(ANN M. FUDGE)
II-5
* ANDREA JUNG Director
------------------------------------
(ANDREA JUNG)
* ALAN G. LAFLEY Director
------------------------------------
(ALAN G. LAFLEY)
* KENNETH G. LANGONE Director
------------------------------------
(KENNETH G. LANGONE)
* RALPH S. LARSEN Director
------------------------------------
(RALPH S. LARSEN)
* SAM NUNN Director
------------------------------------
(SAM NUNN)
* ROGER S. PENSKE Director
------------------------------------
(ROGER S. PENSKE)
* ANDREW C. SIGLER Director
------------------------------------
(ANDREW C. SIGLER)
* ROGER J. SWIERINGA Director
------------------------------------
(ROGER J. SWIERINGA)
* DOUGLAS A. WARNER III Director
------------------------------------
(DOUGLAS A. WARNER III)
* ROBERT C. WRIGHT Director
------------------------------------
(ROBERT C. WRIGHT)
/S/ MICHAEL R. MCALEVEY As Attorney-in-Fact for the March 5, 2004
------------------------------------ individuals noted above with an
(MICHAEL R. MCALEVEY) asterisk
II-6
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
5* Opinion of Thomas J. Kim, Corporate & Securities
Counsel of GE.
23.1 Consent of KPMG LLP, independent public accountants.
23.2* Consent of Thomas J. Kim, Corporate & Securities
Counsel of GE (included in the opinion filed as
Exhibit 5).
24* Power of Attorney.
----------
*Previously filed.
II-7