AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK 14-0689340
(State of incorporation) (IRS Employer
Identification Number)
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431
(203) 373-2211
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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ROBERT E. HEALING, ESQ.
CORPORATE COUNSEL
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431
(203) 373-2243
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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COPY TO:
STEVEN R. LOESHELLE, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 259-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is filed as a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1)(3) PER UNIT(1)(2)(3) OFFERING PRICE(1)(2)(3) FEE(1)(3)(4)(5)
DEBT SECURITIES, WARRANTS, GUARANTEES AND
COMMON STOCK RESERVED FOR ISSUANCE UPON
CONVERSION OR EXCHANGE OF DEBT
SECURITIES(6).......................... $5,000,000,000 100% $5,000,000,000 $750,000
(1) There is being registered hereunder an indeterminate number or amount of
debt securities, common stock and warrants as may from time to time be
issued at indeterminate prices. In no event will the aggregate offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $5,000,000,000 or the equivalent thereof in
one or more foreign currencies, foreign currency units or composite
currencies.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Includes interests in the guarantees offered from time to time to holders of
specified underlying securities. No separate consideration will be received
for the guarantees.
(4) Pursuant to Rule 457(g), no registration fee is attributable to the warrants
registered hereby.
(5) Pursuant to Rule 429 under the Securities Act of 1933, the amount of
registration fee does not include the amount previously paid to the
Commission relating to $2,000,000,000 aggregate principal amount of unsold
securities previously registered pursuant to Registration Statement
No. 33-47085.
(6) The common stock registered hereunder shall only be issuable upon conversion
or exchange of the debt securities registered hereunder, to the extent any
of such debt securities are by their terms convertible into or exchangeable
for common stock.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE
SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENT NO. 33-47085,
PREVIOUSLY FILED BY THE REGISTRANT AND DECLARED EFFECTIVE AUGUST 12, 1992.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS 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
PROSPECTUS
$5,000,000,000
GENERAL ELECTRIC COMPANY
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
GUARANTEES
COMMON STOCK RESERVED FOR ISSUANCE UPON CONVERSION OR EXCHANGE OF DEBT
SECURITIES
General Electric Company may offer from time to time:
- senior or subordinated, unsecured debt securities,
- warrants to purchase any of the debt securities,
- senior or subordinated, unsecured guarantees, and
- common stock reserved for issuance upon conversion or exchange of debt
securities.
WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES 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."
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THE MAILING ADDRESS OF OUR PRINCIPAL EXECUTIVE OFFICES IS 3135 EASTON
TURNPIKE, FAIRFIELD, CONNECTICUT 06431. OUR TELEPHONE NUMBER IS 203-373-2211.
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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, 2001
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we have
filed with 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.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public from the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New York City and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our common stock is listed and traded on the New
York Stock Exchange (the "NYSE"). You may also inspect the information we file
with the SEC at the NYSE's offices at 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" in this prospectus the
information in the documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus the documents listed below and any future filings
that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities that may be
offered by this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 2000;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and
June 30, 2001; and
- Current Report on Form 8-K dated October 2, 2001.
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You may request a copy of these documents at no cost to you by writing or
telephoning us at the following address:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
Attn: Investor Communications
(203) 373-2211
THE COMPANY
GE is one of the largest and most diversified industrial corporations in the
world. GE has engaged in developing, manufacturing and marketing a wide variety
of products for the generation, transmission, distribution, control and
utilization of electricity since its incorporation in 1892. Over the years, GE
has developed or acquired new technologies or services that have broadened
considerably the scope of its activities.
GE's products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.
GE's services include product services; electrical product supply houses;
electrical apparatus installation, engineering, repair and rebuilding services;
and computer-related information services. Through its affiliate, the National
Broadcasting Company, Inc., GE delivers network television services, operates
television stations, and provides cable, Internet and multimedia programming and
distribution services. Through another affiliate, General Electric Capital
Services, Inc. ("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, specialty insurance and reinsurance, and
satellite communications.
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RATIO OF EARNINGS TO FIXED CHARGES
As mentioned in Note 1 to our consolidated financial statements in our
Annual Report on Form 10-K for the year ended December 31, 2000, which is
incorporated by reference in this prospectus, our consolidated financial
statements represent the adding together of all affiliates--companies we
directly or indirectly control. Results of associated companies--generally
companies that are 20% to 50% owned and over which we, directly or indirectly,
have significant influence--are included in the financial statements on a
"one-line" basis. Financial data and related measurements are presented in the
following categories:
- GE. This represents the adding together of all affiliates, other than
GECS.
- GECS. This affiliate owns all of the common stock of General Electric
Capital Corporation (GE Capital) and GE Global Insurance Holding
Corporation (GE Global Insurance), the parent of Employers Reinsurance
Corporation. GE Capital, GE Global Insurance and their respective
affiliates are consolidated with GECS and constitute its business.
- CONSOLIDATED. This represents the adding together of GE and GECS.
The effects of transactions among related companies within and between each
of the above groups are eliminated. Transactions between GE and GECS are not
material.
The following table contains our ratios of earnings to fixed charges for the
periods indicated.
GE EXCEPT GECS
SIX
MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------
2001 2000 1999 1998 1997 1996
--------------------- -------- -------- -------- -------- --------
16.50x....... 13.98x 11.78x 10.07x 9.44x 10.96x
GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES
SIX
MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------
2001 2000 1999 1998 1997 1996
--------------------- -------- -------- -------- -------- --------
2.63x........ 2.48x 2.46x 2.31x 2.27x 2.32x
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 and the prospectus supplement relate will be used for general
corporate purposes. General corporate purposes may include repayment of debt,
acquisitions, additions to working capital and capital expenditures.
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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.
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 may issue.
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 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.
A prospectus supplement will specify the following terms of any issue of
debt securities we may offer:
- the designation or title, the aggregate principal amount and the
authorized denominations if other than $1,000 and integral multiples of
$1,000;
- whether the debt securities will be senior or subordinated debt;
- the price(s) at which debt securities will be issued;
- whether such debt securities will be issued pursuant to a medium term
notes program;
- the percentage of their principal amount at which the debt securities will
be issued and, if applicable, the method of determining the price;
- the date or dates on which the debt securities will mature and any right
to extend such date or dates;
- 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;
- 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;
- 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;
- any mandatory or optional sinking fund or analogous provisions;
- 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;
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- 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;
- the exchanges, if any, on which the debt securities may be listed;
- any special provisions for the payment of additional amounts with respect
to the debt securities;
- 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;
- 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;
- any right to defer payments of interest by extending the interest payment
periods and the duration of such extensions
- the trustee under the indenture pursuant to which the debt securities are
to be issued;
- whether the debt securities will be subject to defeasance or covenant
defeasance; and
- 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 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 contain 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 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. 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
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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:
- The Depository is:
- a limited purpose trust company organized under the laws of the State
of New York;
- a "banking organization" within the meaning of the New York banking
law;
- a member of the Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code;
- a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934.
- 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.
- The Depository participants include securities brokers and dealers, banks,
trust companies, clearing corporations and others, some of whom own the
Depository.
- 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.
- 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.
- 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 owners or holders thereof under
the indenture.
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Neither GE, the Trustee, any paying agent nor any registrar of the debt
securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Note, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
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:
- if the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by us within
90 days,
- 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 multiples 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 each series
affected by the modification consent to it. However, Section 9.02 of each
indenture provides that, unless each affected holder agrees, we cannot
- make any adverse change to any payment terms of a debt security such as:
- extending the maturity date or dates
- 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
- reducing the interest rate
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- reducing the amount of principal we have to repay
- changing the currency in which we have to make any payment of
principal, premium or interest
- modifying any redemption or repurchase right to the detriment of the
holder
- impairing any right of a holder to bring suit for payment
- 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
- waive any past payment default
- 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 convey,
transfer or lease its properties and assets substantially as an entirety to any
person, unless (1) such other corporation or person 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.
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:
- default in any payment of principal or premium, if any, on any debt
security of such series when due;
- 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);
- default in the making or satisfaction of any sinking fund payment or
analogous obligation for 30 days on the debt securities of such series;
- 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;
- certain events in bankruptcy, insolvency or reorganization; or
- any other event of default provided with respect to debt securities of a
series.
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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.
Each indenture provides that if an Event of Default occurs and is continuing
with respect to any series of debt securities, either the Trustee or the holders
of not less than 25% in aggregate principal amount of the outstanding debt
securities of such series may declare the principal amount (or in the case of
discounted debt securities, such portion of the principal amount as may be
specified in the terms of that series) of all the debt securities of that series
to be due and payable immediately. At any time after a declaration of
acceleration with respect to debt securities of any series has been made, but
before a judgement or decree for payment of money has been obtained by the
trustee, the holders of a majority in aggregate outstanding principal amount of
the debt securities of that series may, under certain circumstances, annul and
rescind such acceleration. The holders of a majority in principal amount of such
debt securities then outstanding may also waive on behalf of all holders of that
series past defaults with respect to a particular series of debt securities
except, unless previously cured, a default in payment of principal, premium, if
any, or interest, if any, on any of the debt securities of such series, or the
payment of any sinking fund instalment or analogous obligation on the debt
securities of such series.
Other than the duties of a trustee during a default, the Trustee is not
obligated to exercise any of its rights or powers under each indenture at the
request, order or direction of any holders of debt securities of any series
issued thereunder unless such holders shall have offered to the trustee
reasonable indemnity. Subject to such indemnification provision, each indenture
provides that the holders of a majority in principal amount of the debt
securities of any series issued thereunder at the time outstanding shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee thereunder, or exercising any trust or power
conferred on such Trustee with respect to the debt securities of such series.
However, the trustee may decline to act if it has not been offered reasonable
indemnity or if it determines that the proceedings so directed would be illegal
or involve it in any personal liability.
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 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.
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:
- 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
10
enough cash to make any interest, premium, principal or other payments on
the debt securities on their various due dates.
- 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:
- to register the transfer and exchange of debt securities;
- to replace mutilated, destroyed, lost or stolen debt securities;
- to maintain paying agencies; and
- 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. If we do so choose, we will say so in
the prospectus supplement.
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 and opinion delivery arrangements as discussed above
under "Defeasance and Discharge".
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.
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:
- liquidation;
- dissolution;
- winding-up;
- reorganization;
11
- assignment for the benefit of creditors;
- marshaling of assets or any bankruptcy;
- insolvency; or
- 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:
- there has occurred and is continuing a default in any payment with respect
to Senior Debt;
- there has occurred and is continuing an event of default with respect to
any Senior Debt resulting in the acceleration of the maturity thereof; or
- any judicial proceeding is pending with respect to any such default or
event of default with respect to any Senior Debt.
"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:
- every obligation of such person for money borrowed;
- 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;
- every reimbursement of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person;
- 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;
- every capital lease obligation of such person; and
- 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.
"Senior Debt" means the principal of, and any premium and interest,
including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to GE, whether or not such claim for
post-petition interest is allowed in such proceeding, 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.
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.
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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 WARRANTS
We may issue warrants, in one or more series, for the purchase of debt
securities. Warrants may be issued independently or together with our debt
securities 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. 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, if any, with which the warrant certificates
were issued. Warrant certificates may be exchanged for new warrant certificates
of different denominations 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 debtholder and is not entitled to any payments on any debt securities
issuable upon exercise of the warrants.
A prospectus supplement accompanying this prospectus relating to a
particular series of warrants to issue debt securities will describe the terms
of those warrants, including:
- the title and the aggregate number of warrants;
- the debt securities for which each warrant is exercisable;
- the date or dates on which the right to exercise such warrants commence
and expire;
- the price or prices at which such warrants are exercisable;
- the currency or currencies in which such warrants are exercisable;
- the periods during which and places at which such warrants are
exercisable;
- the terms of any mandatory or optional call provisions;
- 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;
- the identity of the warrant agent; and
- 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. 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.
13
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.
DESCRIPTION OF COMMON STOCK
We may issue shares of our common stock, par value $.06 per share, upon
conversion or exchange of debt securities. The following description of our
common stock is a summary and is subject to the provisions of our certificate of
incorporation, our by-laws and the relevant provisions of the law of New York.
We are currently authorized to issue up to 13,200,000,000 shares of common
stock, par value $.06 per share. As of June 30, 2001, we had outstanding
approximately 9,934,846,000 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.
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
14
to an applicable 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. The underwriters will be obligated to purchase all the
securities of the series 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.
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 this delayed delivery and payment
arrangements will not be subject to any conditions except that the purchase at
delivery must not be prohibited under the laws of any jurisdiction in the United
States to which the institution is subject.
15
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 for
us regarding the validity of the securities. Mr. Healing beneficially owns or
has rights to acquire an aggregate of less than 0.01% of common stock of GE. Any
underwriters will be advised about the validity of the securities and other
legal matters by their own counsel.
EXPERTS
KPMG LLP, independent certified public accountants, audited our consolidated
financial statements as of December 31, 2000 and 1999, and for each of the years
in the three year period ended December 31, 2000. GE's annual report on
Form 10-K for the year ended December 31, 2000 includes these financial
statements and the auditor's report. This prospectus incorporates the financial
statements and report by reference, relying on the authority of KPMG LLP as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
Filing fee for Registration Statement....................... $ 750,000
Accounting fees and expenses................................ 150,000*
Trustees' and Warrant Agents' fees and expenses (including
counsel fees)............................................. 40,000*
Legal fees and expenses..................................... 250,000*
Blue Sky filing and counsel fees............................ 20,000*
Printing and engraving fees................................. 300,000*
Rating Agency fees.......................................... 850,000*
Miscellaneous............................................... 15,000*
----------
Total....................................................... $2,375,000*
==========
------------------------
* Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law--hereinafter, referred
to as the "NYBCL"--provides that, in addition to indemnification provided in
Article 7 of the NYBCL, a corporation may indemnify a director or officer by a
provision contained in the certificate of incorporation or by-laws or by a duly
authorized resolution of its shareowners or directors or by agreement, provided
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and material to the cause of action, or that
such director or officer personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 722 (a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action or in connection with an appeal therein if such director or officer acted
in good faith, for a purpose which he reasonably believed to be in, or not
opposed to, the best interest of the corporation, except that no indemnification
will be available under Section 722(c) of the NYBCL in respect of a threatened
or pending action which is settled or otherwise disposed of, or any claim as to
which such director or officer shall have been adjudged liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines, upon application, that, in view of all the circumstances of the
case,
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the director or officer is fairly and reasonably entitled to indemnity for such
portion of the settlement amount and expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification may be authorized by the corporation. It provides that
indemnification by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action. In the event that the director or officer has not been successful or
the action is settled, indemnification must be authorized by the appropriate
corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized.
Section 722 and Section 723 of the NYBCL contain certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the above section,
(2) directors and officers in instances in which they may be indemnified by a
corporation under such section, and (3) directors and officers in instances in
which they may not otherwise be indemnified by a corporation under such section,
provided the contract of insurance covering such directors and officers
provides, in a manner acceptable to the New York State Superintendent of
Insurance, for a retention amount and for co-insurance.
Section 6 of the restated certificate of incorporation, as amended, of GE
provides in part as follows:
"A person who is or was a director of the corporation shall have no personal
liability to the corporation or its shareowners for damages for any breach
of duty in such capacity except that the foregoing shall not eliminate or
limit liability where such liability is imposed under the Business
Corporation Law of the State of New York."
Article XI of the bylaws, as amended, of GE provides, in part, as follows:
"The Company shall, to the fullest extent permitted by applicable law as the
same exists or may hereafter be in effect, indemnify any person who is or
was or has agreed to become a director or officer of the Company and who is
or was made or threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or
in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the fact
that he or she is or was or has agreed to become a director or officer of
the Company, or is or was serving or has agreed to serve such other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid or
to be paid in settlement, taxes or penalties, and costs, charges and
expenses, including attorney's fees, incurred in connection with such action
or proceeding or any appeal therein, provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that
(i) his or her acts were committed in bad faith or were the result of active
and deliberate dishonesty and, in either case, were material to the cause of
action so adjudicated, or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled. The benefits of this [p]aragraph shall extend to the heirs and
legal representatives of any person entitled to indemnification under this
paragraph."
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GE has purchased liability insurance for its officers and directors as permitted
by Section 727 of the NYBCL.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- ---------------------------------------------- ---------------------------------------------
1(a) Form of Underwriting Agreement.
(b)* Form of Distribution Agreement.
4(a) Form of Senior Note Indenture, between GE and
The Bank of New York, as trustee for the
senior debt securities.
(b) Form of Subordinated Note Indenture, between
GE and The Bank of New York, as trustee for
the subordinated debt securities.
(c)* Form of Guarantee.
(d)* Form of Warrant Agreement.
5 Opinion of Robert E. Healing, Esq, Corporate
Counsel.
12 Computation of ratio of earnings to fixed
charges.
23(a) Consent of KPMG LLP, independent public
accountants.
(b) Consent of Robert E. Healing, Esq. is
included in his opinion referred to in
Exhibit 5 above.
24 Power of Attorney.
25(a) T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Bank of New
York, as trustee, in respect of the Senior
Note Indenture.
(b) T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Bank of New
York, as trustee, in respect of the
Subordinated Note Indenture.
--------------------------
* To be filed as an exhibit to a Current Report on Form 8-K and incorporated
by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price
II-3
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act that are incorporated by reference in the Registration
Statement;
(2) that, for the purpose of determining any liability under the Securities
Act 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, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that, (1) for purposes of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was declared
effective, and (2) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Company, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fairfield, State of Connecticut, on
the 17th day of October, 2001.
GENERAL ELECTRIC COMPANY
By: /s/ PHILIP D. AMEEN
-----------------------------------------
Philip D. Ameen
(VICE PRESIDENT AND COMPTROLLER)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
---- ----- ----
President and Chairman of
*JEFFREY R. IMMELT the Board (Principal
------------------------------------------- Executive Officer and October 17, 2001
(Jeffrey R. Immelt) Director)
*KEITH S. SHERIN Senior Vice President--
------------------------------------------- Finance (Principal October 17, 2001
(Keith S. Sherin) Financial Officer)
/s/ PHILIP D. AMEEN Vice President and
------------------------------------------- Comptroller (Principal October 17, 2001
(Philip D. Ameen) Accounting Officer)
*JAMES I. CASH, JR
------------------------------------------- Director October 17, 2001
(James I. Cash, Jr.)
------------------------------------------- Director
(Silas S. Cathcart)
*DENNIS D. DAMMERMAN
------------------------------------------- Director October 17, 2001
(Dennis D. Dammerman)
------------------------------------------- Director
(Paolo Fresco)
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NAME TITLE DATE
---- ----- ----
------------------------------------------- Director
(Ann M. Fudge)
*CLAUDIO X. GONZALEZ
------------------------------------------- Director October 17, 2001
(Claudio X. Gonzalez)
*ANDREA JUNG
------------------------------------------- Director October 17, 2001
(Andrea Jung)
*KENNETH G. LANGONE
------------------------------------------- Director October 17, 2001
(Kenneth G. Langone)
------------------------------------------- Director
(Rochelle B. Lazarus)
*SCOTT G. MCNEALY
------------------------------------------- Director October 17, 2001
(Scott G. McNealy)
*GERTRUDE G. MICHELSON
------------------------------------------- Director October 17, 2001
(Gertrude G. Michelson)
------------------------------------------- Director
(Sam Nunn)
*ROGER S. PENSKE
------------------------------------------- Director October 17, 2001
(Roger S. Penske)
*FRANK H.T. RHODES
------------------------------------------- Director October 17, 2001
(Frank H.T. Rhodes)
*GARY L. ROGERS
------------------------------------------- Director October 17, 2001
(Gary L. Rogers)
*ANDREW C. SIGLER
------------------------------------------- Director October 17, 2001
(Andrew C. Sigler)
II-6
NAME TITLE DATE
---- ----- ----
*DOUGLAS A. WARNER III
------------------------------------------- Director October 17, 2001
(Douglas A. Warner III)
*ROBERT C. WRIGHT
------------------------------------------- Director October 17, 2001
(Robert C. Wright)
*By /s/ PHILIP D. AMEEN
-------------------------------------- Attorney-in-fact October 17, 2001
(Philip D. Ameen)
II-7