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| GE > SEC Filings for GE > Form 8-K on 7-Oct-2008 | All Recent SEC Filings |
7-Oct-2008
Unregistered Sale of Equity Securities, Material Modification to Rights of Se
The information contained in Item 3.03 of this report is incorporated by reference into this Item 3.02.
On October 1, 2008, General Electric Company ("GE") agreed to issue and sell, and Berkshire Hathaway Inc. agreed to purchase, (1) shares of GE's 10% cumulative perpetual preferred stock, par value $1.00 per share, having an aggregate liquidation value of $3.0 billion (the "Preferred Stock"), and (2) a warrant (the "Warrant") to purchase 134,831,460 shares of GE's common stock, par value $0.06 per share (the "Common Stock"), for an aggregate purchase price of approximately $3.0 billion in cash. The Preferred Stock will be redeemable at GE's option after three years, in whole or in part, at a price of 110% of liquidation value plus accrued and unpaid dividends. The Warrant will be exercisable at the holder's option at any time and from time to time, in whole or in part, for five years at an exercise price of $22.25 per share of Common Stock. The transaction is expected to close on or about October 16, 2008.
The Preferred Stock and Warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered and sold in a private placement pursuant to Section 4(2) thereof.
On October 2, 2008, GE entered into an Underwriting Agreement with Goldman, Sachs & Co., as representative of the underwriters named therein, for the issuance and sale by GE of 547,825,000 shares of Common Stock at an initial public offering price of $22.25 per share (the "Underwriting Agreement"). The offering was completed on October 7, 2008. To the extent that the underwriters sold more than 547,825,000 shares of Common Stock, the underwriters have the option (for 30 days from the date of the Underwriting Agreement) to purchase from GE up to an additional 82,173,750 shares. The offering of the Common Stock was registered under the Securities Act pursuant to a shelf registration statement on Form S-3 (Registration Statement No. 333-130117). A copy of the Underwriting Agreement is filed as an exhibit to this report.
(d) Exhibits
The following exhibit is being filed as part of this report:
1 Underwriting Agreement, dated October 2, 2008, between General Electric Company and Goldman, Sachs & Co., as representative of the underwriters named therein.
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