Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act
of 1933, as amended,
Under the Securities Exchange Act of 1934, as
amended
Subject Company: General Electric Company
Commission File No.: 001-00035
Date: February 8, 2019
The following notice was sent to participants
in General Electric Company‘s Retirement Savings Plan:
GE RETIREMENT SAVINGS PLAN (“RSP”)
Notice to Participants
Upcoming Distribution of Wabtec Stock
Fund Units to Holders of
General Electric Common Stock Fund (“GE Stock Fund”) Units
February 4, 2019
Due to the spin-off of GE Transportation and its subsequent
merger with Westinghouse Air Brake Technologies Corporation (“Wabtec”) (the spin-off and merger, together, the “Transaction”),
participants in the RSP who are invested in the GE Stock Fund as of February 25, 2019 will receive Units of a new Wabtec Stock
Fund,
subject to the terms and conditions described in this Notice and the separately provided Wabtec Stock Fund Profile (the
“Wabtec Profile”). No participant action is required.
In order to create the new Wabtec Stock Fund, all
participant accounts will be restricted from certain transactions during the
Blackout Period
, as described in this Notice
.
As also described further in this Notice, the new
Wabtec Stock Fund is only expected to be an RSP investment option for approximately one year. Like all investments, you may gain
or lose money. Neither GE, Wabtec nor the RSP fiduciaries are making any recommendation as to whether you should invest in the
GE Stock Fund or make any other RSP investment decision.
To understand the Transaction fully and for a more
complete description of the terms and conditions as applied to the RSP, you should carefully read this Notice and the additional
materials, including the prospectus (the “Prospectus”) contained in the Form S-4 filed by Wabtec with the Securities
and Exchange Commission (which is available on the Securities and Exchange Commission’s website at www.sec.gov and will be
furnished to you upon request by contacting the GE RSP Service Center at 1-877-55-GERSP (1-877-554-3777) . These materials do not
constitute investment, legal or tax advice. As with any major financial decision, please also consider consulting a personal financial
advisor
.
If the terms of the Transaction change such that you would
not receive Wabtec Stock Fund Units in the RSP, you would be notified as soon as practicable
.
Important Dates
2-25-2019
Ø
Last day to make investment election changes/switches
to either
1) invest in GE Stock Fund to be eligible for Wabtec Stock Fund Units or
2) divest from GE Stock Fund to avoid Wabtec Stock Fund Units
At the close of regular trading on the New York Stock
Exchange (typically 4:00 pm Eastern time):
Ø
If you have an investment in the GE Stock Fund,
you
will be eligible to receive a proportionate number of Wabtec Stock Fund Units and your number of GE Stock Fund Units will remain
the same
Ø
RSP Blackout Period begins
See section 2 of this notice
2-27-2019
by 9:00 am Eastern Time:
Ø
Exchange Ratio is announced
Details will be provided in a Form 8-K that will be
filed by GE and available at the Securities and Exchange Commission’s website at www.sec.gov
On or before 3-1-2019:
Ø
RSP Blackout Period expected to end
You can obtain more information via
OneHR.ge.com
> Retirement > My GE RSP
or by calling the GE RSP Service Center at 1-877-554-3777
|
This Notice, dated February 4, 2019, serves as an update to
Your
Benefits Handbook
and constitutes part of a prospectus covering securities that have been registered under the Securities Act
of 1933. This Notice and the Wabtec Profile also serve as an update to the
Supplemental
Information Document.
Please retain these documents for future reference with those materials.
|
TRANSACTION CONSIDERATIONS
|
1.
|
Receipt of Wabtec Stock Fund Units
|
In order to receive Wabtec Stock Fund Units in the RSP, you must
be invested in the GE Stock Fund as of the close of regular trading on the New York Stock Exchange on February 25, 2019. If you
have a balance in the GE Stock Fund as of February 25, 2019, your number of Units in the GE Stock Fund will remain the same. However,
as a result of the Transaction, (1) the value of each GE Stock Fund Unit will decrease and (2) you will receive a proportionate
number of Wabtec Stock Fund Units. The number of Wabtec Stock Fund Units you will receive will be based on the exchange ratio described
in the Prospectus.
It is estimated that, if the Transaction had occurred on December
31, 2018, a GE stockholder would have received 1 share of Wabtec common stock for every approximately 185.1 shares of GE common
stock held by such GE stockholder on the record date for the spin-off (approximately 0.005403 shares of Wabtec common stock for
each share of GE common stock). The actual exchange ratio will be determined as of immediately prior to the closing of the Transaction
and will be announced in a Form 8-K that will be filed by GE and available at the Securities and Exchange Commission’s website
at www.sec.gov.
The Wabtec Stock Fund Units are expected to be credited to your
account at the end of the Blackout Period, as described below. They will be referenced as a Dividend on your next statement.
To facilitate the creation of the Wabtec Stock Fund,
your account will need to be restricted for a period of time. This “Blackout Period” is expected to begin at the close
of regular trading on the New York Stock Exchange (typically 4:00 pm Eastern time) on February 25, 2019 and is expected to end
on or before March 1, 2019 (unless the plan administrator for the RSP determines otherwise, in which case you will be notified
of the change as soon as reasonably possible). During the Blackout Period, no investment switches into or out of the GE Stock Fund
will be processed. Also, no loans, withdrawals or distributions will be processed from the GE Stock Fund. You will continue to
be able to take loans, withdrawals or distributions from the portion of your RSP account not invested in the GE Stock Fund, to
the extent allowed under the normal RSP rules. If you have set your account to automatically rebalance during the Blackout Period
and any amount of the GE Stock Fund is included in that rebalance, you will need to re-enroll in the automatic rebalance service
after the Blackout Period ends. If the Blackout Period does not end by Friday, March 1, 2019, any amounts received from payroll
(for example, from contributions or loan repayments) during the Blackout Period will be invested in a money market fund. Once the
Blackout Period ends, those amounts will be credited to your account and transferred to the appropriate funds according to your
completed investment election on file at that time, including any election to invest in the GE Stock Fund.
During the Blackout Period, your account will remain
subject to investment gains and losses. It is very important that you review and consider the appropriateness of your current
investment in the GE Stock Fund (and your corresponding anticipated investment in the Wabtec Stock Fund), in light of your inability
to direct or diversify these investments during the Blackout Period as described above. You should be aware that there is a risk
to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider
price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings
might have a large loss during the Blackout Period, and you would not be able to direct the sale of holdings in the GE Stock Fund
from your RSP account during the Blackout Period. For your long-term retirement security, you should give careful consideration
to the importance of a well-balanced and diversified investment portfolio taking into account all of your assets, income, and
investments. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this Blackout
Period may affect your retirement planning as well as your overall financial plan.
With certain types of blackout periods, federal law
generally requires 30 days’ advance notice so that participants have sufficient time to consider the effect of a blackout
period on their retirement and financial plans. However, federal law also permits less than 30 days’ advance notice of a
blackout period under specified circumstances, including where the inability to provide the full
period of advance notice is due to events that were unforeseeable or circumstances beyond the reasonable control of the plan administrator.
If this Blackout Period requires such advance notice, this exception applies to this Notice because the closing of the Transaction
was subject to approvals from the GE board of directors and foreign and domestic governmental regulators, including the U.S. Department
of Justice, and the receipt of these approvals was beyond the reasonable control of GE, the plan administrator of the RSP.
As noted above, the Wabtec Stock Fund will be a “unitized”
fund that is invested exclusively in Wabtec stock, except for a targeted percentage (which is expected to be no more than 5%) that
will be invested in cash or cash equivalents to meet estimated liquidity needs. You will not be credited with any dividends or
investment gains or losses on Wabtec stock with respect to the cash portion of your Wabtec Stock Fund Units.
The initial unit price for the Wabtec Stock Fund will
be $10.00. To find out the number of Wabtec Stock Fund Units credited to your account after the Blackout Period, go to
OneHR.ge.com
> Retirement > My GE RSP > Summary tab > Holdings
or call the GE RSP Service Center at 1-877-554-3777.
After the Wabtec Stock Fund is established, no new amounts may
be invested in the fund, except for any Wabtec stock dividends, which will be reinvested in the fund.
You may switch your investment out of the Wabtec Stock
Fund following the Blackout Period, in accordance with the usual rules that apply to investment switches as described in
Your
Benefits Handbook
. That is, the treatment of Wabtec Stock Fund Units will be consistent with the treatment of GE Stock Fund
Units for this purpose. Likewise, your Wabtec Stock Fund investment will be available for loans, distributions and withdrawals
under the usual rules described in
Your Benefits Handbook.
This includes the right to take a distribution or withdrawal
“in kind” in the form of Wabtec stock.
The Wabtec Stock Fund will be managed by an independent
fiduciary, Newport Trust Company (“Newport”). Newport will be responsible for determining the percentage of the Wabtec
Stock Fund that will be invested in cash or cash equivalents to meet estimated liquidity needs. Newport will also be responsible
for exercising shareholder rights, such as the right to vote or tender shares of Wabtec stock attributable to the Wabtec Stock
Fund, and otherwise operating the fund in accordance with applicable law.
The RSP provides that Newport is required to liquidate
the Wabtec Stock Fund as soon as practicable
after the one-year anniversary of its establishment
. Upon liquidation, the
Wabtec Stock Fund will be eliminated from the RSP. At that time, any Wabtec Stock Fund Units still in your RSP account will be
transferred as an investment switch to the Target Retirement Date Fund consistent with your age. Your RSP account may also be restricted
for a period of time in connection with the liquidation of the Wabtec Stock Fund. Additional details regarding the elimination
of the Wabtec Stock Fund and any applicable blackout period will be provided in advance of the date that the Wabtec Stock Fund
is eliminated as an RSP investment option.
For more information about the Wabtec Stock Fund, see the Wabtec
Profile.
It is expected that the Wabtec Stock Fund Units acquired
in the Transaction will be allocated a pro-rata share of the participant’s pre-Transaction cost basis in the GE Stock Fund
Units. If the participant subsequently takes a qualifying distribution or withdrawal of Wabtec shares in kind from the RSP, the
payment is expected to qualify for the special tax treatment for net unrealized appreciation, with the allocated cost basis used
to determine the appreciation.
For more details on net unrealized appreciation, please
see
Your Benefits Handbook
and the
Tax Disclosure and Retirement Plan Notice
, which are available online at
OneHR.ge.com
or by calling the GE RSP Service Center at 1-877-554-3777. Please also consult your tax advisor.
|
5.
|
GE Stock Outside of the RSP
|
This Notice and the Wabtec Profile apply only to your
GE Stock Fund Units under the RSP. If you hold shares of GE common stock directly or if you hold GE common stock through a different
retirement plan or other arrangement, you will receive separate materials and should refer to those materials or the institution
where those shares are held for more information.
EXPECTED TRANSACTION DATES AND IMPACT FOR RSP PARTICIPANTS
Due to administrative reasons, participating in the
Transaction through the RSP will be different than participating as a registered shareholder or participating in another retirement
plan or arrangement. RSP participants will be subject to different deadlines. RSP participants will be subject to RSP account restrictions
during the Blackout Period, and their Wabtec stock will be held through a unitized Wabtec Stock Fund and limited by the relatively
short expected duration of that fund. Please refer to the “Important Dates” section on page 1 of this notice for date
details.
ADDITIONAL INFORMATION
It is important to familiarize yourself with all of the
RSP investment options and think carefully about the investment of your account. To help achieve long-term retirement security,
you should give careful consideration to the advantages of a well-balanced and diversified investment portfolio. Spreading your
assets among different types of investments can help you achieve a favorable rate of return, while reducing your overall risk of
losing money. This is because market or other economic conditions that cause one category of assets, or one particular security,
to perform well often cause another asset category, or another particular security, to perform poorly. If you invest more than
20% of your retirement savings in any one company or one industry, your savings may not be properly diversified. Depending on your
circumstances, an even lower percentage may be appropriate. Although diversification is not a guarantee against loss, it is an
effective strategy to help you manage investment risk. In deciding how to invest your retirement savings, you should take into
account all of your assets, including any retirement savings outside of the RSP. No single approach is right for everyone because,
among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different
tolerances for risk.
Please see
Your Benefits Handbook
and the
Supplemental
Information Document
for more information about the RSP, its rules and its investment options.
The Form S-4 filed by Wabtec in connection with the
Transaction can be found on the Securities and Exchange Commission’s website at www.sec.gov and will be furnished to you
upon request by contacting the GE RSP Service Center at the phone number below.
If you have questions or need additional information
about your RSP account or the Wabtec Stock Fund Units to be credited to your RSP account, please contact the GE RSP Service Center
at 1-877-55-GERSP (1-877-554-3777) between 8:30 am and 8:30 pm Eastern time, on any day the New York Stock Exchange is open for
regular trading.
Additional Information About the Transactions and
Where to Find It
As noted above, in connection with the proposed transaction
between General Electric Company (“GE”) and Wabtec, Wabtec has filed with the SEC a registration statement on
Form S-4 and a definitive proxy statement on Schedule 14A. Transportation Systems Holdings Inc., a wholly owned subsidiary of
GE created for the transaction (“SpinCo”), has filed a registration statement on Form 10. This communication is
not a substitute for any registration statement, prospectus or other documents GE, Wabtec and/or SpinCo may file with the SEC
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS
FILED BY GE, WABTEC OR SPINCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these materials and
other documents filed with the SEC by GE, Wabtec and/or SpinCo through the website maintained by the SEC at www.sec.gov.
Investors and security holders will also be able to obtain free copies of the documents filed by GE, Wabtec and/or SpinCo
with the SEC from the respective companies by directing a written request to GE and/or SpinCo at General Electric Company, 41
Farnsworth Street, Boston, Massachusetts 02210 or by calling 617-443-3400, or to Wabtec at Wabtec Corporation, 1001 Air
Brake Avenue, Wilmerding, PA 15148 or by calling 412-825-1543.
No Offer or Solicitation
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy
or sell, or an invitation to subscribe for, buy or sell, any securities in any jurisdiction pursuant to or in connection with the
proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements
as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction
between GE and Wabtec and statements regarding Wabtec’s expectations about future sales and earnings. All statements, other
than historical facts, including statements regarding the expected timing and structure of the proposed transaction; the ability
of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed
transaction, including future financial and operating results, the tax consequences of the proposed transaction, and the combined
company’s plans, objectives, expectations and intentions; legal, economic and regulatory conditions; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are sometimes identified by the words “may,” “will,”
“should,” “potential,” “intend,” “expect,” “endeavor,” “seek,”
“anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“could,” “project,” “predict,” “continue,” “target” or other similar
words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual
results may vary materially from those indicated or anticipated
by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans,
estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain
regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the proposed transaction
or may require conditions, limitations or restrictions in connection
with such approvals; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected
by GE or Wabtec, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty
of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to
realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction
or integrating the businesses of GE, Wabtec and SpinCo; (6) the ability of the
combined company to implement its business strategy; (7) difficulties
and delays in achieving revenue and cost synergies of the combined company; (8) inability to retain and hire key personnel; (9)
the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that shareholder litigation
in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed
transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes;
(12) changes in general economic and/or industry specific conditions, including the impacts of tax and tariff programs, industry
consolidation, and changes in the financial condition or operating strategies of our customers; (13) changes in the expected timing
of projects; (14) a decrease in freight or passenger rail traffic; (15) an increase in manufacturing costs; (16) actions by third
parties, including government agencies; (17) the risk that a government shutdown, and potential effects thereof, may affect the
timing of the proposed transaction; and (18) other risk factors as detailed from time to time in GE’s and Wabtec’s
respective reports filed with the SEC, including GE’s and Wabtec’s annual reports on Form 10-K, periodic quarterly
reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important
factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Wabtec undertakes any obligation to update any forward-looking statements, whether as a result of
new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue
reliance on any of these forward-looking statements.
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