-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNpL6+ofaIDarZIxu00ZaGMOO0Rw0E32uWSFhDLy9jIaveiOkKxlfMA8l+TjALOP EaIOpF4u0xDi77V3RNW+6g== 0000040545-97-000006.txt : 19970325 0000040545-97-000006.hdr.sgml : 19970325 ACCESSION NUMBER: 0000040545-97-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970321 EFFECTIVENESS DATE: 19970321 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23767 FILM NUMBER: 97560641 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 S-8 1 As filed with the Securities and Exchange Commission on March 21, 1997 REGISTRATION NO. ______________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENERAL ELECTRIC COMPANY (Exact name of registrant as specified in its charter) New York 14-0689340 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3135 Easton Turnpike Fairfield, Connecticut 06431-0001 (Address of Principal Executive Offices, including Zip Code) GE SAVINGS AND SECURITY PROGRAM (Full title of the Plan) Robert E. Healing Corporate Counsel 3135 Easton Turnpike Fairfield, Connecticut 06431 (Name and address of agent for service) (203) 373-2243 (Telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to public: As Employee Contributions and Company Payments are Periodically Made to the Program CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of To be registered registered (1) (2) share (3) price (3) registration fee - ----------------------- --------------------- ---------------------- ---------------------- --------------------- Common Stock, $0.32 15,000,000 shares $103.0625 $1,545,937,500 $468,465.91 par value - ----------------------- --------------------- ---------------------- ---------------------- ---------------------
(1) Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. (2) The shares of common stock being registered consist of shares to be acquired by the Trustee pursuant to the plan for the account of participants. (3) Calculated pursuant to Rule 457(c), based on the average of the high and low prices for the Common Stock on the New York Stock Exchange Composite Tape for March 19, 1997. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. REGISTRATION OF ADDITIONAL SECURITIES INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE General Electric Company ("GE") and the GE Savings and Security Program ("the Program") hereby incorporate by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed on behalf of GE and the S&S Program on April 30, 1992 (File No. 33-47500). EXPERTS The financial statements of General Electric Company and consolidated affiliates as of December 31, 1996 and 1995, and for each of the years in the three-year period ended December 31, 1996, appearing in General Electric Company's Annual Report on Form 10-K for the year ended December 31, 1996, incorporated by reference herein, have been incorporated herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement for the GE Savings and Security Program on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on March 21, 1997. GENERAL ELECTRIC COMPANY By: 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. Signature Title Date - --------- ----- ---- *Dennis D. Dammerman Principal Financial Officer March 21, 1997 Philip D. Ameen Principal Accounting Officer March 21, 1997 *John F. Welch, Jr. Chairman of the Board of Directors Principal Executive Officer *D. Wayne Calloway Director *Paolo Fresco Director *Robert E. Mercer Director *Sam Nunn Director *John D. Opie Director *Roger S. Penske Director *Barbara Scott Preiskel Director *Douglas A. Warner III Director A Majority of the Board of Directors *By: Philip D. Ameen Attorney-in-Fact March 21, 1997 SIGNATURES THE PROGRAM. Pursuant to the requirements of the Securities Act of 1933, as amended, GE Savings and Security Trust on behalf of the GE Savings and Security Program, the GE S&S Program Mutual Fund and the GE S&S Long-Term Interest Fund have each duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Stamford, and State of Connecticut on the 21st Day of March, 1997. GE SAVINGS AND SECURITY TRUST GE S&S PROGRAM MUTUAL FUND GE S&S LONG-TERM INTEREST FUND Signer Title *John H. Myers, Chairman Trustee *Eugene K. Bolton Trustee *Michael J. Cosgrove Trustee *Ralph R. Layman Trustee *Alan M. Lewis Trustee *Robert A. MacDougall Trustee *Donald W. Torey Trustee A Majority of the Trustees *By: Philip D. Ameen Attorney-in-Fact March 21, 1997 INDEX TO EXHIBITS Exhibit 4(a) Certificate of Incorporation of the Registrant, as amended and currently in effect (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K filed April 28, 1994) Exhibit 4(b) By-laws of the Registrant, as amended and currently in effect (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K filed April 28, 1994) Exhibit 5 Opinion of Robert E. Healing* Exhibit 23(a): Consent of KPMG Peat Marwick LLP* Exhibit 23(b): Consent of Robert E. Healing (included in Exhibit 5)* Exhibit 24(a): Power of Attorney of certain Officers and Directors of GE* Exhibit 24(b): Power of Attorney for certain Trustees* *Filed electronically herewith EX-5 2 EXHIBIT 5 March 20, 1997 General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Re: Opinion of Counsel This opinion is furnished in connection with the registration by General Electric Company (the "Company") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of 15,000,000 shares of Common Stock, $0.32 par value (the "Shares"), which are to be offered and sold by the Company through the GE Savings and Security Program. As Corporate Counsel of the Company, I am of the opinion, based upon my familiarity with the affairs of the Company and upon my examination of the law and pertinent documents, that the Shares, when issued and sold pursuant to the Plan, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company. I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an Exhibit to the Registration Statement with respect to the Shares under the 1933 Act. Very truly yours, Robert E. Healing EX-23.A 3 EXHIBIT 23(A) CONSENT OF INDEPENDENT AUDITORS The Board of Directors General Electric Company: We consent to incorporation by reference in the Registration Statement on Form S-8 of General Electric Company of our report dated February 7, 1997 relating to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 1996 and 1995 and the related statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1996, and the related schedule, which report appears in the December 31, 1996 annual report on Form 10-K of General Electric Company. We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG Peat Marwick LLP Stamford, Connecticut March 21, 1997 EX-24.A 4 EXHIBIT 24(A) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of General Electric Company, a New York corporation (the "Company"), hereby constitutes and appoints John F. Welch, Jr., Benjamin W. Heineman, Jr., Dennis D. Dammerman, and Philip D. Ameen and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the GE Savings and Security Program, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 14th day of March, 1997. John F. Welch, Jr. Dennis D. Dammerman Chairman of the Board Senior Vice President - (Principal Executive Finance (Principal Officer and Director) Financial Officer and Director) Philip D. Ameen Vice President and Comptroller (Principal Accounting Officer) (Page 1 of 2) D. Wayne Calloway John D. Opie Director Director Paolo Fresco Roger S. Penske Director Director Robert E. Mercer Barbara S. Preiskel Director Director Sam Nunn Douglas A. Warner III Director Director A MAJORITY OF THE BOARD OF DIRECTORS (Page 2 of 2) EX-24.B 5 EXHIBIT 24(B) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a Trustee of the GE Savings and Security Trust, hereby constitutes and appoints Philip D. Ameen, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the GE Savings and Security Program, in such forms as he may approve, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this 14th day of March, 1997. John H. Myers, Chairman Eugene K. Bolton Trustee Trustee Michael J. Cosgrove Ralph R. Layman Trustee Trustee Alan M. Lewis Robert A. MacDougall Trustee Trustee Donald W. Torey Trustee -----END PRIVACY-ENHANCED MESSAGE-----