PROSPECTUS
Filed pursuant to Rule 424(b)(3)
File No. 333-96571
PROSPECTUS
[logo]
GE STOCK DIRECT
GE Stock Direct offers you the opportunity to:
o Buy shares of General Electric Company ("GE") common stock conveniently and
economically, even if you are not already a GE share owner.
o If you wish, reinvest dividends on GE stock in additional shares of GE.
o Sell or transfer shares of GE stock held in your account.
o Send in your GE stock certificates for safekeeping.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this Prospectus is July 25, 2002.
This Prospectus describes GE Stock Direct (the "Plan", "we" or "us"). The
purpose of the Plan is to promote long-term investment in GE stock. Before
enrolling in the Plan, read this Prospectus carefully.
--------------------------------------------------------------------------------
PLAN SUMMARY
ENROLLMENT. To enroll in the Plan, you must be a record owner of GE stock, or
you may become a record owner by buying a minimum of $250.00 of GE stock through
the Plan when you enroll. If you are not a record owner, there is a one-time
$7.50 registration fee for your initial purchase of GE stock.
PLAN ACCOUNT. When you enroll in the Plan, an account will be opened in your
name(s) to hold the shares of GE stock you buy. The shares in the account will
be held in "book entry" form. Instead of receiving stock certificates, you will
receive statements of your account. You may obtain stock certificates for shares
held in your account at any time, upon request and without charge.
DIVIDENDS. You may choose to reinvest dividends on any or all shares in your
Plan account, or to receive cash dividends. If you have your dividends
reinvested, the shares purchased will be added to your Plan account. There is no
fee for dividend reinvestment.
ADDITIONAL PURCHASES. You may make additional purchases of GE stock through the
Plan. You may buy from $10.00 up to $10,000.00 of GE stock per transaction, as
often as once a week. Purchases paid by check or money order incur a $3.00 fee
per transaction. You may also make automatic monthly purchases by means of
electronic funds transfer from your bank, for a $1.00 fee per transaction.
SAFEKEEPING. You may send your GE stock certificates to us for safekeeping. The
shares will be converted to book entry shares held in a Plan account. You may
obtain stock certificates for shares held in your account at any time. There is
no fee for safekeeping or for delivery of certificates upon request.
SELLING SHARES IN YOUR ACCOUNT. You may sell shares held in your account, at the
market price. A transaction fee of $10.00, plus $0.15 per share, will be
deducted from the proceeds.
TRANSFERRING SHARES. You may transfer shares in your account to another person
without charge.
CONTACTING US. GE's transfer agent, The Bank of New York, acts as agent for
participants in the Plan and administers the Plan for GE. You can contact us by:
Telephone: 1-800-STOCK-GE (1-800-786-2543)
Internet: http://stock.bankofny.com/ge/. This URL
is an inactive textual reference and is
not intended to incorporate any content
of Bank of New York's website into this
prospectus
Mail: GE Stock Direct; c/o The Bank of New York
P.O. Box 19552; Newark, NJ 071950552
Courier: GE Stock Direct; c/o The Bank of New York
101 Barclay Street; New York, NY 10007
FORMS. Each Plan statement that you receive will contain a tearoff form that can
be used for any future Plan transactions. Call us for additional forms.
TRANSACTION FEES. You are responsible for the transaction fees described in this
Prospectus. Non-record holders will be charged a one-time $7.50 registration
fee. The fees shown below for additional purchases and sales of stock will apply
to each purchase or sale in your account. There are no fees for dividend
reinvestment or safekeeping. Except as described in this Prospectus, GE pays the
costs of administering the Plan.
Purchase by check or money order....................$3.00
Monthly purchase by automatic withdrawal............$1.00
Sale of stock .....................................$10.00
+ $0.15 per share
Because this is a summary, it may not contain all the information that may be
important to you. You should read the entire Prospectus carefully.
--------------------------------------------------------------------------------
HOW THE PLAN WORKS
1. HOW DO I ENROLL IN THE PLAN?
To enroll in the Plan, you must be a record owner of GE stock, or you can
become a record owner by buying stock through the Plan and enrolling that stock
in the Plan at the same time. Both methods are described below. If you live
outside the U.S., see "Foreign Participation" on page 12 of this Prospectus.
A. IF YOU ARE A RECORD OWNER (which means that you already own at least
one share of GE stock in your name), request an enrollment package by
calling 1-800-STOCK-GE (1-800-786-2543). Enrollment packages are
generally mailed within seven days after we receive your request.
Complete and mail back the enrollment form.
B. You can BECOME A RECORD OWNER in several ways:
o You can buy GE stock through the Plan, and enroll those shares in
the Plan at the same time. Request a "New Account Application" by
calling 1-800-STOCK-GE (1-800-786-2543), or download the
application at http://www.ge.com/investor/gesd/images/enroll.pdf.
Complete and mail back the application. The minimum initial
purchase is $250.00, and the registration fee is $7.50. Enclose a
check or money order payable to "GE Stock Direct" in U.S.
dollars, drawn on a U.S. bank, for the GE stock you are
purchasing plus the registration fee. Do not send cash.
o If you own GE stock in another name (e.g. in a broker, bank,
trust or other nominee name), you can arrange with the nominee to
transfer at least one share of stock into your name, and then
follow the instructions for record owners in A. above. If you do
not wish to transfer shares held in nominee name, you can buy
shares in your name through the Plan and immediately enroll them
in the Plan, as described above.
o You can buy at least one share of GE stock in your name through a
broker or other vendor, and then follow the instructions for
record owners in "How can I buy additional shares through the
Plan?"
2. HOW CAN I BUY ADDITIONAL SHARES THROUGH THE PLAN?
After you have opened a Plan account, you can buy additional shares
(including fractional shares) by mail. You can also arrange for automatic,
monthly purchases. Each method is described below. Each purchase can be for a
minimum of $10.00 up to a maximum of $10,000.00. Use the tear-off form found on
each Plan statement. Call us for additional forms.
The maximum that can be invested in any week is $10,000.00, whether for
an initial investment or additional purchases. You must not send in more than
$10,000.00 in any week. If you send a check for more than $10,000.00, or several
checks that add up to more than $10,000.00, or arrange for the electronic
transfer of more than $10,000.00, within the same week, NO INVESTMENT WILL BE
MADE. The funds will be returned to you promptly by regular mail. You may pay by
check or money order payable to "GE Stock Direct" in U.S. dollars, drawn on a
U.S. bank, in the amount of the purchase price, plus the $3.00 transaction fee.
Third party checks and foreign checks will not be accepted and will be returned
to the sender. Do not send cash. Send the completed form and payment to the
Plan.
Purchases are credited to Plan accounts weekly. Because purchases are
credited only weekly, there may be a delay of up to five business days between
the date we receive your funds and the date that stock is credited to your Plan
account. You will not receive interest on cash held by the Plan pending
investment.
If a check submitted to pay for additional shares is returned unpaid to
us, we will resell the shares purchased in reliance on the unpaid check. We may
liquidate shares in that account to reimburse us for transaction fees for the
purchase and sale, plus any loss incurred on reselling the shares.
AUTOMATIC MONTHLY PURCHASES BY AUTOMATIC WITHDRAWAL. You may authorize
us to make automatic monthly purchases of a specified dollar amount of GE stock,
paid for by automatic withdrawal from your bank account by electronic funds
transfer. There will be a $1.00 charge for each transaction.
Use the tear-off form on your Plan statement to authorize monthly
purchases and automatic withdrawals. Funds generally will be withdrawn from your
bank account on the 25th day of each month (or the next business day if the 25th
is not a business day). Purchases will be made within one week after the
withdrawal. Allow four to six weeks for the initial withdrawal. To terminate
monthly purchases by automatic withdrawal, you must send us written, signed
instructions.
3. DO I HAVE TO HAVE DIVIDENDS REINVESTED?
Dividend reinvestment is a service offered by the Plan at no charge,
but it is not required. When you enroll in the Plan, you will indicate whether
you want the dividends on any or all of the shares in your account reinvested.
If you do not indicate a preference, dividends on the shares held in your Plan
account on the dividend record date will be reinvested in additional shares of
GE stock on the dividend payment date.
If you choose to receive cash dividends on any of the shares in your
account, you may receive them either as electronic funds deposited to the bank
account you indicate on your enrollment form, or as a check mailed to the
address listed for your account.
You may change your election regarding dividend reinvestment or payment
at any time, using the form on your Plan statement. Any changes will be
effective as of the next record date after we receive notice of the change.
You should note that under U.S. federal income tax law, dividends are
taxable to you even if your dividends are reinvested through the Plan. We will
mail you a Form 1099-DIV reporting your dividends (including reinvested
dividends), shortly after the close of each calendar year.
4. HOW ARE SHARES PURCHASED FOR MY ACCOUNT?
The Bank of New York ("BNY"), GE's transfer agent and the agent for
Plan participants, will buy the shares for your Plan account. BNY may buy shares
in the public markets or in privately negotiated transactions. BNY may also buy
shares of GE stock held in GE's treasury, which are shares of GE stock
previously sold into the public markets and later repurchased by GE. Purchases
generally will be made for the Plan once each week. If demand requires,
purchases may be made over several days for the weekly crediting to Plan
accounts.
BNY may use BNY ESI & Co., a wholly owned subsidiary of BNY, to execute
purchases and sales for Plan participants.
5. WHAT PRICE WILL I PAY FOR SHARES?
If BNY buys your shares from GE's treasury, the price will be the
average of the high and low prices on the New York Stock Exchange Composite Tape
for GE stock on the date of purchase.
If BNY buys your shares in the public markets or in privately
negotiated transactions, the share price will be the average price of all shares
purchased for the weekly crediting to Plan accounts. Any applicable brokerage
fees will be paid by GE and may be considered income to the participant.
These share prices apply whether BNY is purchasing shares for your
initial enrollment, purchasing additional shares for your account, or
reinvesting dividends.
When you send in a payment or have funds automatically withdrawn to buy
GE stock, BNY will use your funds to buy the number of shares (including
fractional shares to four decimal places) that can be purchased with your funds
at the price described above, after deducting the transaction fees.
--------------------------------------------------------------------------------
Non-record holders will be charged a one-time $7.50 registration fee (see
Question 1). All Plan participants will be charged the fees shown below for each
additional purchase of stock by the Plan. There are no fees for dividend
reinvestment.
o Purchase by check or money order.....................$3.00
o Monthly purchase by automatic withdrawal ............$1.00
--------------------------------------------------------------------------------
6. HOW CAN I KEEP TRACK OF ACCOUNT ACTIVITY?
We will mail you quarterly statements of your account balance and
activity. In addition, whenever there is activity in your account such as an
additional purchase of shares, or withdrawal, transfer or sale of shares, we
will mail you a separate written confirmation of that transaction.
You can get an update on your account information by calling
1-800-STOCK-GE (1-800-786-2543) and following the instructions on the automated
telephone system. You can also speak with us, by calling the same number during
normal business hours.
Be sure to keep your Plan statements for income tax purposes. If you
believe that an error has been made in your Plan records, or that Plan mailings
to you are being misdirected, lost or stolen, promptly contact us.
7. WHAT IS SAFEKEEPING? HOW DOES IT WORK?
Safekeeping is a service provided by the Plan. If you have GE stock
certificates, you may send them to us for deposit as book entry shares held in a
Plan account. With safekeeping, you no longer bear the cost and risk associated
with the storage, loss, theft, or destruction of stock certificates. You also
may use the Plan's stock selling services if you wish to sell the shares.
To use the safekeeping service, send your certificates to us by
registered mail, insured for 2% of the current market value of the shares.
Include signed, written instructions to us to deposit the shares in a Plan
account for safekeeping. DO NOT ENDORSE THE CERTIFICATES OR COMPLETE THE
ASSIGNMENT SECTION ON THE BACK OF THE CERTIFICATES. Indicate whether you want to
reinvest dividends on the shares or receive cash dividends. If you do not
indicate a preference, dividends on shares submitted for safekeeping will be
reinvested. We will mail you confirmation of your deposited certificates,
generally with two weeks after receipt.
8. CAN I GET CERTIFICATES FOR SHARES IN MY ACCOUNT?
You may obtain certificates at any time, on request and without charge.
Use the form on your Plan statement to order certificates. We will issue
certificates in the exact name(s) shown on the account. To have certificates
issued in a different name, follow the procedures in Question 9. We will send
the certificates by first class mail, generally within two weeks after receiving
your request.
Certificates are issued for full shares only. If you request an amount
which includes a fractional share, we will liquidate the fractional share and
send you a check for the current market value of the fractional share.
You can continue to reinvest dividends on shares through the Plan, even
though you receive certificates.
9. CAN I TRANSFER PLAN SHARES TO ANOTHER PERSON?
You can transfer shares to a person who has a Plan account, or you can
set up a new Plan account for a person who does not have one, using shares
transferred from your account.
You can also transfer shares by ordering certificates for shares in
your account issued in the name of another person. We will send the certificates
to the new owner by first class mail.
IF YOU WISH TO TRANSFER SHARES, WE MUST HAVE WRITTEN INSTRUCTIONS, WITH
YOUR SIGNATURE ON THE WRITTEN INSTRUCTIONS GUARANTEED BY A BANK OR BROKER
PARTICIPATING IN THE NYSE MEDALLION SIGNATURE GUARANTEE PROGRAM. This helps
ensure that only the owner of the account can have shares transferred to a
different account or name. Provide the name, address, and social security or tax
identification number of the new owner.
When you have shares transferred to another account or have
certificates issued in a different name, those shares will be considered
withdrawn from your Plan account. Beginning with the first dividend record date
after the change in ownership, dividends on those shares will be paid to the new
owner. DIVIDENDS ON SHARES HELD IN THE NEW PLAN ACCOUNT WILL BE REINVESTED,
UNLESS THE NEW ACCOUNT OWNER DIRECTS US TO PAY DIVIDENDS IN CASH. Dividends on
certificates issued in a new name will be paid by check mailed to the address of
the new owner.
10. HOW CAN I SELL SHARES IN MY PLAN ACCOUNT?
To sell shares, complete and mail the tear-off form on your Plan
statement (or call us for additional forms). BNY will sell your Plan shares at
the current market price on the New York Stock Exchange, within four business
days after we receive your request to sell. Sales are processed twice weekly.
There is a transaction fee of $10.00, plus $0.15 per share, for each sale of
Plan shares. These fees will be deducted from the proceeds of the sale. We will
mail your check for the net proceeds of the sale, with a Form 1099B reporting
the sale of shares for income tax purposes, within three business days after the
sale. You will not receive interest on sales proceeds held pending disbursement.
Of course, you may also sell your shares through a stockbroker of your
choice, or privately. In either case, request certificates for your shares (see
Question 8 above) and proceed as you would to sell any other stock for which you
have the certificates.
Please note that if your Plan account holds less than one full share,
we may close the account, liquidate the fractional share and send you a check
representing the market value of the fractional share that was in the account.
11. HOW CAN I CLOSE MY ACCOUNT?
You can close your account at any time using the tear-off form on your
Plan statement. Your account will be closed within four business days after we
receive your written instructions.
When your account is closed, we will send you certificates representing
all of the full shares in your account, registered in the same name as that of
the account. (If you wish a different registration, please see Question 9
above.) We will liquidate any fractional share in your account and send you a
check for the proceeds.
Alternatively, you may direct us to sell any or all of the shares in
your account. If shares are sold, a liquidation fee of $10.00 plus $0.15 per
share will be deducted from the proceeds, and we will mail you a check for the
net proceeds and a Form 1099B for income tax purposes. You will not receive
interest on sales proceeds held pending disbursement.
To close an account on the death of a sole account holder, the executor
should contact us for specific instructions (refer to page 4 for contact
information).
After your account is closed, dividends on any shares of GE stock you
hold will be sent to you at the address you provide, or automatically deposited
in your bank account in accordance with your instructions.
ADDITIONAL INFORMATION ABOUT THE PLAN
VOTING. If you have a Plan account, you will receive proxy materials,
reports to share owners, and other materials sent to GE share owners. The proxy
card you receive will represent both the full and fractional shares in your Plan
account, and shares for which you hold certificates that are not in your Plan
account.
DIVIDENDS. The Board of Directors determines dividend record and
payment dates, and dividend rates. The Board of Directors may change the amount
and timing of dividends at any time, without notice.
STOCK SPLITS AND STOCK DIVIDENDS. Your Plan account will be adjusted to
reflect any additional shares of GE stock distributed as a stock split, stock
dividend or other distribution based on the shares of GE stock held in your name
(including shares not held in your Plan account). You can obtain certificates
for such additional shares at any time and without charge. See Question 8.
RESPONSIBILITY. Neither GE nor the Plan will be liable for actions
taken in good faith in administering the Plan, or for actions required by law,
or for good faith omissions to act. This includes any claims for liability
relating to the prices at which shares are purchased or sold for your account,
the dates of purchases or sales, or any changes in the market value of GE stock.
Your account represents an investment in GE stock, which may increase
or decrease in value. You are responsible for the investment decisions regarding
your Plan investments. Neither GE nor the Plan can provide investment advice.
Tax consequences of participating in the Plan can vary depending on
each participant's tax situation. You are responsible for consulting with tax
advisors to determine the tax effect of Plan participation in light of current
and proposed federal, state, local, foreign and other tax laws.
You are responsible for costs that you incur in connection with Plan
participation -- for example, the cost of sending certificates or other
materials to us, fees that your bank may charge you for electronic funds
transfer, or delivery fees for certificates or payments we send to you by means
other than first class mail, at your request.
CHANGES IN THE PLAN. This Prospectus (including any supplements or
revisions that may be distributed in the future) sets forth the terms of the
Plan. GE may change the terms of the Plan, including applicable fees, or
terminate the Plan, at any time. We will mail you a supplemental or revised
prospectus before any material changes in the Plan are effective. GE and BNY may
change their administrative procedures without notice, if the changes do not
change material terms of the Plan.
FOREIGN PARTICIPATION. If you live outside the U.S., you should first
determine if there are any laws or governmental regulations that would prohibit
your participation in the Plan, or affect the terms of the Plan. GE has the
right to terminate participation of any share owner if it deems it advisable
under any foreign laws or regulations. Tax consequences of Plan participation
may vary under foreign laws or regulations, and you should determine the tax
treatment of Plan features, such as dividend reinvestment, before you decide to
invest through the Plan. Call (610) 312-5317 for more information.
USE OF PROCEEDS. Proceeds from the sale of GE treasury shares through
the Plan, if any, will be used by GE for general corporate purposes.
LEGAL MATTERS. The Plan is governed by the laws of the State of New
York, GE's state of incorporation. GE's Corporate Counsel, Robert E. Healing,
has given GE his legal opinion regarding the validity of the GE stock offered by
this Prospectus.
EXPERTS. KPMG LLP, independent certified public accountants, audited
GE's consolidated financial statements as of Decmeber 31, 2001 and 2000, and for
each of the years in the three-year period ended December 31, 2001. GE's Annual
Report on Form 10-K includes these financial statements and the auditors'
report. This Prospectus incorporates the financial statements and report by
reference, relying on KPMG LLP's authority as experts in accounting and
auditing.
INFORMATION ABOUT GE
GE is one of the largest and most diversified industrial corporations
in the world. GE has engaged in developing, manufacturing and marketing in a
wide variety of products for the generation, transmission, distribution, control
and utilization of electricity since its incorporation in 1892. Over the years,
GE has developed or acquired new technologies and services that have broadened
considerably the scope of its activities
GE's products include major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; 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., GE offers a broad array of financial and other
services including consumer financing, commercial and industrial financing, real
estate financing, asset management and leasing, mortgage services, consumer
savings and insurance services, and specialty insurance and reinsurance.
GE's principal executive offices are located at 3135 Easton Turnpike,
Fairfield, CT 06828 (telephone (203) 373-2211).
WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT GE. GE files annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any such reports,
statements or other information that GE files, at the SEC's Public Reference
Room at 450 Fifth Street, N.W., in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. GE's SEC
filings are also available from the New York Stock Exchange, from commercial
document retrieval services and from the Internet site maintained by the SEC at
http://www.sec.gov.
The SEC allows GE to "incorporate by reference" the information it
files with the SEC. This means that important disclosures contained in GE's SEC
filings, although not repeated in this Prospectus, are considered to be included
in this Prospectus, because the filings are listed below. Later information
filed with the SEC will update and supersede the information in the documents
listed below. These later filings also will be considered to be included in this
Prospectus. The documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended, comprise the incorporated documents:
1. GE's Annual Report on Form 10-K for the year ended December 31, 2001.
2. GE's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
3. GE's Current Report on Form 8-K dated March 25, 2002.
4. The description of GE stock contained in the Registration Statement on Form
S-4 (File No. 333-40052), and any document filed which updates such
description.
For information about the Plan or GE, you should rely only on the
information contained in this Prospectus or incorporated by reference. GE has
not authorized anyone else to provide you with different or additional
information. The information in this Prospectus is accurate as of the date of
the Prospectus (July 25, 2002). This information will be updated by means of
supplemental or revised prospectuses, and by the future filing of GE's reports
with the SEC, described above.
GE will provide, without charge, a copy of any or all of the documents
incorporated by reference in this Prospectus (but not exhibits to such
documents, unless the exhibits are specifically incorporated by reference in
such documents). Direct your request for copies to GE Corporate Investor
Communications; 3135 Easton Turnpike; Fairfield, CT 06431 (telephone (203)
373-2816). Information about GE is also available at GE's Internet site at
http://www.ge.com.