The material immediately following, under the headings "Introduction" and "The Merger," contains information or references relating to certain material features of the transaction to be acted upon at the forthcoming special meetings of stockholders, including the parties thereto, the relevant share exchange ratio, the recommendations of the respective Boards of Directors, government approvals and the related arrangements with respect to Utah's uranium business, evaluations of investment bankers, the vote required of stockholders, the absence of appraisal rights for dissenting stockholders, the anticipated effective date, waivable and unwaivable conditions of effectiveness, tax and accounting consequences, comparative stock prices per share and comparative per share earnings and book values. INTRODUCTION Merger General Electric, Utah and GESUB of Delaware, Inc., a wholly-owned subsidiary of General Electric ("GE Subsidiary"), have entered into the Agreement and Plan of Reorganization, dated as of April 1, 1976, as amended, providing for the merger (the "Merger") of GE Subsidiary into Utah pursuant to the proposed Agreement of Merger. The Agreement and Plan of Reorganization is attached hereto as Annex I, the amendment thereto dated as of August 13, 1976 (the "Amendment") is attached hereto as Annex II, and the Agreement of Merger is attached hereto as Exhibit A to Annex I (all such agreements being collectively called the "Agreement".) The Merger is subject to approval of the Agreement by the stockholders of both General Electric and Utah. Upon the effectiveness of the Merger, each outstanding share (excluding treasury shares) of Utah Common Stock will be deemed exchanged for 1.3 shares of GE Common Stock; GE Subsidiary will be merged with and into Utah; and Utah, as the surviving corporation of the Merger, will become a wholly-owned subsidiary of General Electric. The stockholders of Utah prior to the Merger will thereafter be General Electric stockholders and will possess no rights as stockholders of Utah. It is anticipated that the Merger will become effective at 4:00 P.M. Delaware time on December 20, 1976, but if the Merger shall not have become effective by December 31, 1976 (or such later date as may be agreed upon by the Boards of Directors of General Electric and Utah), the Agreement may be terminated by the Board of either General Electric or Utah. It is expected that General Electric will fix December 21, 1976 as the record date for its next quarterly dividend, and consequently if the Merger becomes effective on December 20, 1976 (or before the close of business the next day) the stockholders of record of Utah at the effective time of the Merger who continue to hold shares of record at the close of business on the 21st will be entitled to participate in such dividend. See "The MergerExchange Ratio; Distribution of GE Common Stock; Fractional Shares." A ruling has been received from the Internal Revenue Service to the effect that, except upon the sale of fractional share interests, no gain or loss will be recognized by the stockholders of Utah as a result of the Merger, and that the cost basis and holding period of the shares of GE Common Stock received by the stockholders of Utah on the Merger will be the same as that of their Utah Common Stock exchanged. Confirmation that the Amendment will not affect this ruling has been requested from the Internal Revenue Service, and receipt of such confirmation is a condition to consummation of the Merger. See "The MergerFederal Income Tax Consequences." In reliance upon the expected accountants' opinion referred to under "Certain Terms of the AgreementAmendments, Conditions and Termination Provisions," General Electric and Utah intend to account for the Merger as a pooling of interests for financial accounting purposes. Vote Required of Stockholders In the case of General Electric, the proposal to approve the Agreement will require the affirmative vote of the holders of a majority of the shares of GE Common Stock voting at the meeting, provided that the total vote cast on the proposition represents more than 50% of the total outstanding shares of GE Common Stock. However, since the present number of authorized but unissued shares of GE Common Stock is less than the number of shares which would be required to be issued in exchange for Utah Common Stock pursuant to the Merger, such approval will not be effective unless the proposed amendment to General Electric's Restated Certificate of Incorporation being submitted to its share owners as a separate proposal is also approved at the meeting. This amendment will require the affirmative vote of the holders of a majority of the outstanding shares of GE Common Stock but will not be filed in New York (and thus made effective) unless the Agreement is approved by the requisite vote of the stockholders 2 of both General Electric and Utah and the companies elect to proceed with the Merger. While there is no statutory requirement that the share owners of General Electric approve the Agreement or the proposed Merger itself, the Board of Directors of General Electric has directed that the Agreement be considered and voted upon by General Electric share owners because of the requirements of the New York Stock Exchange upon which the presently issued GE Common Stock is listed. In the case of Utah, the approval of the Agreement will require the affirmative vote of a majority of the outstanding shares of Utah Common Stock. In the event the Agreement is not approved by the stockholders Utah expects to continue to operate its business as presently conducted. On September 20, 1976, no person owned of record or was known by General Electric to own beneficially more than 10% of the outstanding shares of GE Common Stock. On September 30, 1976, no person owned of record or was known by Utah to own beneficially more than 10% of the outstanding shares of Utah Common Stock. The foregoing is not a complete statement of all facts material to a stockholder's decision with respect to the proposals to be voted on, and should be read in conjunction with the other information contained in the remainder of this Joint Proxy Statement and the text of the Agreement. THE MERGER General Electric is a New York corporation with its registered office at 1 River Road, Schenectady, New York 12345 and its principal executive offices at 3135 Easton Turnpike, Fairfield, Connecticut 06431 (telephone (203) 373-2211). General Electric is primarily engaged in developing, manufacturing and marketing a wide variety of products used in the generation, transmission, distribution, control and utilization of electricity and related technologies. See "Business of General Electric." Utah is a Delaware corporation with its principal executive offices at 550 California Street, San Francisco, California 94104 (telephone (415) 981-1515). Utah is principally engaged in mining. It primarily mines coal, and also mines uranium, copper and iron ore. To a lesser extent Utah is engaged in oil and gas exploration, development and production, ocean shipping and land acquisition and development. Its operations outside North America account for the predominant portion of its profits (over 90% in 1975). See "Business of Utah." GE Subsidiary, a Delaware corporation with its principal office at 3135 Easton Turnpike, Fairfield, Connecticut 06431 (telephone (203) 373-2211), has recently been organized as a wholly-owned subsidiary of General Electric solely for purposes of the proposed Merger, and has engaged in no business activities other than those related to the Merger. Boards of Directors' Recommendations The Boards of Directors of General Electric and Utah have, by unanimous vote of those present, found the proposed Merger advisable upon the terms and conditions substantially as set forth in the Agreement and have recommended that the Agreement be approved by the stockholders of General Electric and Utah, respectively. The directors of General Electric and Utah have indicated their present intention to vote the shares they hold in their respective companies in favor of the Merger. See "Investment Bankers' Evaluations of Exchange Ratio" below with respect to the opinions delivered to the Boards of Directors of General Electric and Utah, respectively, by Morgan Stanley & Co. Incorporated, financial advisor to General Electric, and Lehman Brothers Incorporated and Dean Witter & Co. Incorporated, financial advisors to Utah. The terms of the Agreement are the result of arm's length negotiation between representatives of General Electric and Utah. Among the factors considered in respect of each corporation were existing assets, debt positions, operations, earnings and market values of their common stock, as well as judgments with regard to the prospects and future values of the corporations separately and as a combined enterprise. General Electric's assessment of Utah's operations included the fact that there is a concentration of Utah's assets and earnings in foreign countries, and that there are regulatory problems incident to engaging in the mining business and, to a lesser extent, in the oil and gas and shipping businesses. See 3