UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): January 19, 2016

 

 

GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

New York   001-00035   14-0689340

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3135 Easton Turnpike,

Fairfield, Connecticut 06828-0001

(Address of principal executive offices) (Zip Code)

203-373-2211

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Items 5.03 and 8.01 is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2016, General Electric Company (“GE”) issued 5,694,493 shares of its 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “New GE Preferred Stock”). The New GE Preferred Stock was issued in connection with GE’s offer to exchange (the “Exchange Offer”), on a one-for-one basis, the New GE Preferred Stock for its issued and outstanding series of preferred stock, consisting of its (i) 4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”), (ii) 4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”) and (iii) 4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series C Preferred Stock,” and together with the Series A Preferred Stock and the Series B Preferred Stock, the “Old Preferred Stock”).

The terms of the New GE Preferred Stock are more fully described in the Certificate of Amendment (the “Certificate of Amendment”) to GE’s restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”). A copy of the Certificate of Amendment is included as Exhibit 3.1 hereto and is incorporated by reference herein. The Certificate of Amendment, which was filed on January 19, 2016 with the Secretary of State of the State of New York, amends GE’s Certificate of Incorporation to fix the rights, powers, designations, preferences, qualifications, limitations and restrictions, among other things, relating to the New GE Preferred Stock.

The New GE Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of GE. The New GE Preferred Stock is also a perpetual equity security. As such, the New GE Preferred Stock has no maturity or mandatory redemption date and is not redeemable at the option of investors. However, the New GE Preferred Stock may be redeemed by GE, to the extent of legally available funds, at its option, either in whole or in part, on any dividend payment date on or after January 21, 2021, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

The New GE Preferred Stock will rank senior to GE’s common stock but will not have any voting rights. However, if GE fails to pay, or declare and set apart for payment, dividends on outstanding shares of preferred stock (whether Old Preferred Stock or New GE Preferred Stock) for three semi-annual or six quarterly dividend periods, whether or not consecutive, the holders of New GE Preferred Stock and all series of any other parity preferred stock upon which equivalent voting rights have been conferred shall have the right, voting as a class, to elect two members of the Board of Directors of GE to hold office for a term of one year.

 

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Subject to certain exceptions, so long as any shares of New GE Preferred Stock remains outstanding, no dividend or distribution may be declared or paid on the shares of GE’s common stock or any other class or series of junior stock, and no common stock or any other class or series of junior or parity stock may be purchased, redeemed or otherwise acquired for consideration by GE or any of its subsidiaries unless the full dividends for the preceding dividend period on all outstanding shares of New GE Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside.

The terms of the New GE Preferred Stock also provide that GE may not, absent an amendment to GE’s Certificate of Incorporation, issue any class or series of capital stock that, by its terms, expressly provides that it ranks senior to New GE Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. Such an amendment to GE’s Certificate of Incorporation would, under the New York Business Corporation Law, require the consent of the holders of a majority of the common stock voting separately as a class and the holders of a majority of the New GE Preferred Stock voting together as a class with any other series of preferred stock entitled to vote thereon.

 

Item 8.01 Other Events.

On January 20, 2016, GE announced the completion of the Exchange Offer. A copy of the press release announcing the completion of the Exchange Offer is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Based on the final count by the exchange agent, Computershare Trust Company, N.A., the final results of the Exchange Offer are as follows:

 

  •   5,694,493 shares (95.8%) of Old Preferred Stock tendered and accepted

 

  •   2,686,760 shares (96.7%) of shares of Series A Preferred Stock tendered and accepted

 

  •   2,008,376 shares (96.9%) of shares of Series B Preferred Stock tendered and accepted

 

  •   999,357 shares (91.3%) of shares of Series C Preferred Stock tendered and accepted

In connection with the issuance of New GE Preferred Stock, the Certificate of Amendment is being filed herewith and shall be incorporated by reference into the registration statement on Form S-4 (SEC File No. 333-208604), as amended, which became effective on January 15, 2016.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits:

The following exhibits are filed herewith:

 

Exhibit 3.1    Certificate of Amendment to GE’s Certificate of Incorporation with respect to the New GE Preferred Stock, dated January 19, 2016.
Exhibit 99.1    Press Release by General Electric Company, dated January 20, 2016.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    GENERAL ELECTRIC COMPANY
Date: January 20, 2016     By:  

/s/ Daniel C. Janki

      Name: Daniel C. Janki
      Title: Senior Vice President and Treasurer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

OF

GENERAL ELECTRIC COMPANY

UNDER SECTION 805

OF

THE BUSINESS CORPORATION LAW OF THE STATE OF NEW YORK

 

 

FIRST: The name of the corporation is General Electric Company;

SECOND: The corporation was incorporated by special act of the New York Legislature, Chapter 323, Laws of 1892, effective April 15, 1892;

THIRD: The Certificate of Incorporation of the corporation is amended to add a new Section 3.B.(4) thereof as authorized by subparagraph 12 of Section 801 of the Business Corporation Law of the State of New York stating the number, designation, relative rights, preferences, and limitations of the shares of a series of preferred stock of the corporation as fixed by the corporation’s Board of Directors, which new Section 3.B.(4) shall read in its entirety as follows:

(4) Series D of Preferred Stock

(a) Designation . A series of preferred stock designated the “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D” (hereinafter called “ Series D ”) is established and the authorized number of shares that shall constitute such series is 5,944,250 shares, $1.00 par value per share and having a liquidation preference of $1,000 per share.

Such number of shares of Series D may be increased or decreased by resolution of the Board of Directors (or a duly authorized committee thereof); provided, however, that no decrease shall reduce the number of shares of Series D to less than the number of shares of Series D then issued and outstanding plus the number of shares of Series D issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the corporation. The “ original issue date ” of the shares of Series D shall be January 20, 2016. Any outstanding shares of Series D that are redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series.

(b) Ranking . The shares of Series D shall rank:

(i) senior, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, to the common stock and to any other class or series of capital stock of the corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks junior to the shares of Series D with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of the corporation, as the case may be (collectively, such common and such other capital stock, “ Junior Securities ”); and

(ii) on a parity, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, with any other class or series of capital stock of the corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks junior to the shares of Series D with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of the corporation, as the case may be (collectively, such other capital stock, “ Parity Securities ”).

The Series D shall rank on a parity, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, with each series of preferred stock issued by the corporation prior to the original issue date of the Series D.

The corporation may authorize and issue additional shares of Junior Securities and Parity Securities without the consent of the holders of the shares of Series D. The corporation may not issue any class or series of capital stock of the corporation that, by its terms, expressly provides that it ranks senior to the shares of Series D with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of the corporation, as the case may be.

(c) Dividends . (i) Holders of the shares of Series D will be entitled to receive, when, as and if declared by the Board of Directors (or a duly authorized committee thereof), out of assets legally available for the payment of dividends, non-cumulative cash dividends based on the liquidation preference of the Series D at a rate equal to:

(1) 5.00% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, January 21, 2021 (the “ Series D Fixed Rate Period ”); and

(2) three-month LIBOR plus a spread of 3.33% per annum, for each quarterly dividend period from and including January 21, 2021 to, but not including, the redemption date of the Series D, if any (the “ Series D Floating Rate Period ”).

In the event the corporation issues additional shares of Series D after the original issue date, any dividends on such additional shares shall accrue from the issue date of such additional shares.

References to the “ accrual ” (or similar terms) of dividends on the Series D refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

 

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(ii) When, as and if declared by the Board of Directors (or a duly authorized committee thereof), dividends will be payable on Series D on the following dates (each such date, a “ dividend payment date ”):

(1) during the Series D Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on June 15, 2016 (provided that the final semi-annual dividend period during the Series D Fixed Rate Period will be from December 15, 2020 to, but excluding, January 21, 2021 and the final dividend payment date with respect to the Series D Fixed Rate Period will be January 21, 2021); and

(2) during the Series D Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2021. The initial quarterly dividend period during the Series D Floating Rate Period will be from January 21, 2021 to, but excluding, March 15, 2021.

In the event that any dividend payment date during the Series D Fixed Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day, without any adjustment to the dividend amount. In the event that any dividend payment date during the Series D Floating Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day and dividends will accrue to, but exclude, the date dividends are paid. However, if the postponement would cause the dividend payment date to fall in the next calendar month during the Series D Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding Business Day. A “ Business Day ” means any weekday that is not a legal holiday in New York, New York and that is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

(iii) Dividends will be payable to holders of record of the shares of Series D as they appear on the corporation’s stock register on the applicable record date, which shall be the 15th calendar day before the applicable dividend payment date, or such other record date, no earlier than 30 calendar days before the applicable dividend payment date, as shall be fixed by the Board of Directors (or a duly authorized committee thereof).

(iv) A “ dividend period ” is the period from and including a dividend payment date to, but excluding, the next dividend payment date (without giving effect during the Series D Fixed Rate Period to any adjustment of the dividend payment date because any such date is not a Business Day), except that the initial dividend period during the Series D Fixed Rate Period will commence on and include the original issue date of the Series D. Dividends payable on the Series D for the Series D Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Series D for the Series D Floating Rate Period will be computed based on the actual number of days in a dividend period and a 360- day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series D will cease to accrue on the redemption date, if any, unless the corporation defaults in the redemption (which would include a default in the payment of the redemption price) of the shares of Series D called for redemption.

 

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(v) The dividend rate for each dividend period in the Series D Floating Rate Period will be determined by the calculation agent using three-month LIBOR as in effect on the second London banking day prior to the beginning of the dividend period, which date is the “dividend determination date” for the dividend period. The calculation agent then will add the spread of 3.33% per annum to the three-month LIBOR as determined on the dividend determination date. Absent manifest error, the calculation agent’s determination of the dividend rate for a dividend period for the Series D will be binding and conclusive on the holders of shares of Series D, the transfer agent and the corporation. The calculation agent will notify the corporation of each determination of the dividend rate and will make the dividend rate available to any stockholder upon request.

A “ London banking day ” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

The “ calculation agent ” means, at any time, the person or entity appointed by the corporation and serving as such agent at such time. The corporation may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that the corporation shall use its best efforts to ensure that there is, at all relevant times when any shares of Series D are outstanding, a person or entity appointed and serving as such agent. The calculation agent may be a person or entity affiliated with the corporation.

The term “ three-month LIBOR ” means the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” (or its equivalent on Bloomberg) at approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, the corporation will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. The corporation shall notify the calculation agent of the quotations. If at least two quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, the corporation will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided to the calculation agent by the corporation, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, three-month LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-current dividend period.

(vi) Dividends on the Series D will not be cumulative and will not be mandatory. If the Board of Directors (or a duly authorized committee thereof) does not declare a dividend on the Series D in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be

 

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cumulative, and the corporation will have no obligation to pay any dividend for that dividend period, whether or not the Board of Directors (or a duly authorized committee thereof) declares a dividend for any future dividend period on the Series D or on any other series of the corporation’s preferred stock or common stock.

(vii) While the Series D remains outstanding, unless, in each case, the full dividends for the preceding dividend period on all outstanding shares of Series D have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside:

(1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Securities (other than (i) a dividend payable solely in Junior Securities or (ii) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption, repurchase or exchange of any rights under any such plan);

(2) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the corporation) (other than (i) as a result of a reclassification of Junior Securities for or into other Junior Securities, (ii) the exchange or conversion of one share of Junior Securities for or into another share of Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities, (iv) purchases, redemptions or other acquisitions of shares of Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Junior Securities pursuant to a contractually binding requirement to buy Junior Securities existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, or (vi) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged); and

(3) no shares of Parity Securities shall be purchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (other than (i) pursuant to offers to purchase all, or a pro rata portion, of the Series D and such Parity Securities; (ii) by conversion into or exchange for Junior Securities; (iii) as a result of a reclassification of Parity Securities for or into other Parity Securities; (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of Parity Securities; (v) purchases, redemptions or other acquisitions of shares of the Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or (vi) the purchase of fractional interests in shares of Parity Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged).

For the avoidance of doubt, nothing in this paragraph (vii) shall limit the corporation from taking any of the actions set forth in this paragraph (vii) after the original issue date of the Series D and prior to the first dividend payment date.

 

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(viii) When dividends are not paid in full upon the shares of Series D and any Parity Securities, all dividends declared upon shares of Series D and any Parity Securities will be declared on a proportional basis so that the ratio of dividends to be declared on any Series D for the then-current dividend period to dividends to be declared on any Parity Securities is the same as the ratio of accrued but undeclared dividends on the Series D for the then-current dividend period to accrued but undeclared dividends, including any accumulations in the case of Parity Securities that accrue cumulative dividends, on any Parity Securities.

(ix) Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors (or a duly authorized committee thereof), may be declared and paid on the corporation’s Junior Securities and the corporation’s Parity Securities from time to time out of any assets legally available for such payment, and the holders of shares of Series D shall not be entitled to participate in any such dividend.

(d) Liquidation . (i) Upon any liquidation, dissolution or winding up of the business and affairs of the corporation, either voluntarily or involuntarily, holders of shares of Series D are entitled to receive a liquidating distribution of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, out of assets of the corporation available for distribution to stockholders before the corporation makes any distribution of assets to the holders of the corporation’s Junior Securities. Distributions will be made only to the extent of the corporation’s assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series D and pro rata as to the Series D and any other shares of the corporation’s stock ranking equally as to such distribution. Holders of shares of Series D will not be entitled to any other amounts from the corporation after they have received their full liquidating distribution.

(ii) In any such distribution, if the assets of the corporation are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of shares of Series D and all holders of any Parity Securities, the amounts paid to the holders of shares of Series D and any Parity Securities will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of shares of Series D and any Parity Securities, the holders of the corporation’s Junior Securities shall be entitled to receive all remaining assets of the corporation according to their respective rights and preferences.

(iii) For purposes of this section, the merger or consolidation of the corporation with any other entity, including a merger or consolidation in which the holders of shares of Series D receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of the corporation for cash, securities or other property, shall not constitute a liquidation, dissolution or winding up of the business and affairs of the corporation.

(e) Redemption . (i) The Series D is perpetual and has no maturity date. The Series D is not subject to any mandatory redemption, sinking fund or other similar provisions. The corporation may redeem, to the extent of lawfully available funds, the Series D, at the option of the corporation, in whole or in part, from time to time, on any dividend payment date on or after January 21, 2021, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

 

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(ii) If shares of Series D are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of the shares of Series D to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof ( provided that, if such shares of Series D are held in book-entry form through The Depository Trust Company, or “ DTC ”, the corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth: (i) the redemption date; (ii) the number of shares of Series D to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of such shares of Series D to be redeemed from the holder; (iii) the redemption price; (iv) the place or places where the certificates evidencing shares of Series D are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date. If notice of redemption of any shares of Series D has been duly given and if the funds necessary for such redemption have been irrevocably set aside by the corporation for the benefit of the holders of any shares of Series D so called for redemption, then, on and after the redemption date, dividends will cease to accrue on such shares of Series D, such shares of Series D shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends without accumulation of any undeclared dividends.

(iii) In case of any redemption of only part of the shares of Series D at the time outstanding, the shares to be redeemed shall be selected either pro rata , by lot or in such other manner as the corporation may determine to be equitable. Subject to the provisions hereof, the Board of Directors (or a duly authorized committee thereof) shall have full power and authority to prescribe the terms and conditions upon which shares of Series D shall be redeemed from time to time.

(iv) The holders of the shares of Series D do not have the right to require the redemption or purchase by the corporation of any of the shares of Series D.

(f) Voting Rights . (i) Except as provided below or as expressly required by law, the holders of shares of Series D shall have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock, and shall not be entitled to call a meeting of such holders for any purpose, nor shall they be entitled to participate in any meeting of the holders of the corporation’s common stock.

(ii) Each share of Series D will have one vote whenever it is entitled to voting rights. If the corporation redeems or calls for redemption all outstanding shares of Series D and irrevocably deposits in trust sufficient funds to effect such redemption, the shares of Series D will not be deemed outstanding for the purpose of voting and the voting provisions with respect to the Series D shall not apply.

(iii) If the corporation fails to pay, or declare and set apart for payment, dividends on outstanding shares of Series D or any other series of preferred stock upon which equivalent voting rights have been conferred for three semi-annual or six quarterly dividend periods, whether or not consecutive, the number of directors of the corporation shall

 

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automatically be increased by two at the corporation’s first annual meeting of shareholders held thereafter, and shall remain increased until continuous noncumulative dividends for at least one year on all outstanding shares of Series D and any other series of preferred stock upon which equivalent voting rights have been conferred shall have been paid, or declared and set apart for payment, in full. At such annual meeting, the holders of the shares of Series D and all series of other preferred stock upon which equivalent voting rights have been conferred, shall have the right, voting as a class, to elect such two additional members of the Board of Directors to hold office for a term of one year. Upon the payments, or the declarations and setting apart for payments, in full, of continuous noncumulative dividends for at least one year on all outstanding shares of Series D and any other series of preferred stock upon which equivalent voting rights have been conferred, the terms of the two additional directors so elected shall forthwith terminate, and the number of directors shall automatically be reduced by two, and such voting right of the holders of shares of Series D and such other series of preferred stock upon which equivalent voting rights have been conferred shall cease, subject to increase in the number of directors as described above and to revesting of such voting right in the event of each and every additional failure in the payment of dividends for three semi-annual or six quarterly dividend periods, whether or not consecutive, as described above.

The holders of shares of Series D, together with holders of shares of other preferred stock entitled to elect members of the Board of Directors, voting together as a class, may remove and replace (without cause) either of the members of the Board of Directors they elected. If the office of either such member of the Board of Directors becomes vacant for any reason other than removal, the remaining member of the Board of Directors elected in accordance with this paragraph (iii) may choose a successor who will hold office for the unexpired term of the vacant office.

(iv) For purposes of the voting rights provided under Section 804 or any other provision of Article 8 (or any successor provision) of the New York Business Corporation Law, the granting of additional voting rights to holders of shares of Series D shall be deemed to not adversely affect the rights of the holders of shares of Series D and shall be permitted without the consent or vote of any such holders.

(g) Conversion Rights . The Series D will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the corporation.

(h) Preemptive Rights . The holders of shares of Series D will have no preemptive rights with respect to any shares of the corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

(i) Purchase . The corporation may purchase and sell the Series D from time to time to such extent, in such manner, and upon such terms as the Board of Directors (or any duly authorized committee thereof) may determine.

(j) Defined terms . Terms defined in this Section 3.B.(4) shall have such meaning when used in this Section 3.B.(4) only.

 

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FOURTH: The amendment of the Certificate of Incorporation as set forth herein was authorized by the Board of Directors of the corporation in accordance with Section 502(d) of the Business Corporation Law of the State of New York.

[Signature Page Follows]

 

9

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by a duly authorized officer as of the 19th day of January, 2016.

 

GENERAL ELECTRIC COMPANY
By:  

/s/ Christoph Pereira

Name:   Christoph Pereira
Title:   Authorized Person

[ Signature Page to GE’s Certificate of Amendment of the Certificate of Incorporation ]

 

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

OF

GENERAL ELECTRIC COMPANY

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

 

 

Filed by:

 

  

Corey Chivers, Esq.

  
      (Nam e)   
  

c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue

  
      (Mailing addres s)   
  

New York, NY 10153

  
      (City, State and ZIP cod e)   

Exhibit 99.1

 

LOGO

GE Announces Exchange Offer Results

95.8 % of Old Preferred Stock tendered in the Exchange Offer

FAIRFIELD, Conn. – January 20, 2015 – General Electric Company (“GE”) (NYSE: GE) today announced the final results of its completed offer to exchange, on a one-for-one basis, new 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, $1.00 par value, with a liquidation preference of $1,000 per share (CUSIP No. 369604 BQ5) (the “ New Preferred Stock ”) for its existing three series of preferred stock, consisting of its:

 

  •   4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $1.00 par value, with a liquidation preference of $1,000 per share (CUSIP No. 369604 BM4) (the “ Series A Preferred Stock ”);

 

  •   4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, $1.00 par value, with a liquidation preference of $1,000 per share (CUSIP No. 369604 BN2) (the “ Series B Preferred Stock ”); and

 

  •   4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, $1.00 par value, with a liquidation preference of $1,000 per share (CUSIP No. 369604 BP7) (the “ Series C Preferred Stock ,” and together with the Series A Preferred Stock and the Series B Preferred Stock, the “ Old Preferred Stock ”).

The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on January 19, 2016. On January 20, 2016, GE will issue 5,694,493 shares of its New Preferred Stock. GE accepted each share of its Old Preferred Stock that was validly tendered and not validly withdrawn, as described below.

In addition, each holder of GE’s Series A Preferred Stock will receive a cash payment of $10.00 per share of Series A Preferred Stock tendered by such holder and accepted in the exchange offer, and each holder of GE’s Series B Preferred Stock will receive a cash payment of $5.00 per share of Series B Preferred Stock tendered by such holder and accepted in the exchange offer. Furthermore, participating holders tendering shares of Old Preferred Stock will also receive a cash payment equivalent to a dividend accruing at the 5.00% per annum fixed rate of the New Preferred Stock from December 15, 2015 to January 19, 2016.

Based on the final count by the exchange agent, Computershare Trust Company, N.A., the final results of the exchange offer are as follows:

 

  •   5,694,493 shares (95.8%) of Old Preferred Stock tendered and accepted

 

  •   2,686,760 shares (96.7%) of shares of Series A Preferred Stock tendered and accepted

 

  •   2,008,376 shares (96.9%) of shares of Series B Preferred Stock tendered and accepted

 

  •   999,357 shares (91.3%) of shares of Series C Preferred Stock tendered and accepted

The settlement date for the exchange offer is expected to be January 20, 2016.

Advisors

BofA Merrill Lynch served as the dealer manager for the exchange offer. Georgeson, Inc. served as the information agent for the exchange offer.

About GE

GE (NYSE: GE) is a global digital industrial company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. GE is organized around a global exchange of knowledge, the “GE Store,” through which each business shares and accesses the same technology, markets, structure and intellect. Each invention further fuels innovation and application across our industrial sectors. With people, services, technology and scale, GE delivers better outcomes for customers by speaking the language of industry. www.ge.com.

Investor Contact:

Matt Cribbins, (203) 373-2424, matthewg.cribbins@ge.com

Media Contacts:

GE:

Seth Martin, (203) 572-3567, seth.martin@ge.com

GE Capital:

Susan Bishop, (203) 750-5362, susan.bishop@ge.com

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Additional Information and Where to Find It

The terms and conditions of the exchange offer are more fully described in a registration statement on Form S-4, which includes a Prospectus, and a Schedule TO, each previously filed by GE with the Securities and Exchange Commission (the “SEC”), in each case as amended. The Prospectus contains important information about the exchange offer, GE and related matters, and GE delivered the Prospectus to holders of Old Preferred Stock.

Holders of Old Preferred Stock may obtain the Prospectus, and other related documents filed with the SEC, at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549, and will be able to obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

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Holders of Old Preferred Stock may also obtain copies of the Prospectus, and other documents filed with the SEC, by mail from the SEC at the above address, at prescribed rates. The SEC also maintains a website that contains reports, proxy statements and other information that GE files electronically with the SEC and that may be obtained for free. The address of that website is http://www.sec.gov. Holders of Old Preferred Stock will also be able to obtain a copy of the Prospectus by clicking on the appropriate link on that website.

GE has retained Georgeson, Inc. as the information agent for the exchange offer. If you have any questions about the terms of the exchange offer, you may contact the information agent at (800) 676-0098 (toll-free in the United States) or (781) 575-2137 (international).

Forward-Looking Statements

This communication contains “forward-looking statements”—that is, statements related to future, not past, events. In this context, forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the exchange offer. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include the failure or inability to consummate the exchange offer in a timely manner or at all, the failure or inability to make or take any filing or other action required to consummate the exchange offer in a timely manner or at all, and changes in market conditions. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements.

 

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