UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE KIDDER PEABODY SECURITIES LITIGATION Master File Civil Action No. 94 Civ. 3954 (BSJ)(MHD) NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION TO: ALL PERSONS AND ENTITIES WHO PURCHASED SHARES OF GENERAL ELECTRIC COMPANY COMMON STOCK FROM FEBRUARY 26, 1993 THROUGH APRIL 15, 1994, AND WHO CONTINUED TO HOLD SUCH SHARES THROUGH APRIL 15, 1994. IMPORTANT: PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU ARE A MEMBER OF THE CLASS, YOU MAY BE ENTITLED TO RECEIVE MONEY PURSUANT TO THE PROPOSED SETTLEMENT DESCRIBED HEREIN. This Notice is given pursuant to an Order of the United States District Court for the Southern District of New York to inform you of the proposed settlement (the Settlement ) of the above-captioned class action (the Action ) for $19,000,000, plus interest. There will be a hearing (the Hearing ) before the Court on May 22, 2000, at 4:00 p.m. in Courtroom 905 at the United States Courthouse, 40 Centre Street, Foley Square, New York, New York 10007 to determine (1) whether the proposed Settlement, as set forth in a Stipulation of Settlement dated as of March 15, 2000 (the Stipulation ), should be approved as fair, reasonable and adequate and in the best interests of the Class; (2) whether a final judgment should be entered dismissing the Action with prejudice against all defendants; and (3) whether the request of plaintiffs attorneys for an award of fees and expenses should be granted. THE CLASS Pursuant to an Order filed March 27, 2000, the Court certified this case to proceed as a class action against defendants on behalf of all persons and entities who purchased shares of General Electric Company ( GE ) common stock from February 26, 1993 through April 15, 1994, and who continued to hold such shares through April 15, 1994 (the Class Period ). Excluded from the Class are the individual defendants; officers and directors of Kidder, Peabody & Co. Incorporated; Kidder, Peabody Group, Inc. (collectively, Kidder ); members of the immediate family of each of the individuals named as defendants; any entity in which a defendant has or had a controlling interest; and the legal representatives, heirs, successors and assigns of any of such excluded person or entity. DESCRIPTION OF THE ACTION On and after May 26, 1994, class actions were commenced on behalf of plaintiffs and other similarly situated purchasers of GE common stock against, among others, Kidder, Michael A. Carpenter, Richard W. O Donnell, Edward A. Cerullo (collectively, the Settling Defendants ) and Orlando Joseph Jett ( Jett ). Kidder was a wholly owned subsidiary of GE Capital Services, Inc., which, in turn, was a
wholly owned subsidiary of GE. The individuals named as defendants were officers, directors or employees of Kidder. Plaintiffs subsequently filed a Consolidated Amended Class Action Complaint (the Complaint ), which asserted claims on behalf of all purchasers of GE common stock during the period February 26, 1993, through and including April 15, 1994. In the Complaint, plaintiffs alleged that defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule l0b-5 by, among other things, materially overstating the earnings, net worth and financial performance of Kidder. Specifically, plaintiffs alleged that defendants wrongful acts resulted in the inflation of Kidder s profits by approximately $350 million. Plaintiffs further alleged that, as a consequence of defendants allegedly false and misleading statements, the price of GE common stock was allegedly inflated during the Class Period. Plaintiffs sought an award of monetary damages for themselves and the members of the Class. Commencing in December, 1994, each defendant filed a motion to dismiss the Complaint for failure to plead securities fraud with the requisite particularity and for failure to state a claim under the federal securities laws upon which relief can be granted. Following extensive briefing and oral argument, on October 4, 1995, the Court issued an Order granting in part and denying in part defendants motions. On or after October 26, 1995, each defendant served an answer to the Complaint denying all allegations of liability, asserting affirmative defenses, and demanding judgment on the merits dismissing the Complaint. On or after September 2, 1997, each defendant filed a motion for summary judgment seeking dismissal of the Action. In their motions, defendants contended, among other things, that plaintiffs had failed to produce evidence sufficient to raise an issue of fact with respect to several essential elements of their case, including the materiality of the alleged misstatements and omissions, scienter, causation and damages. Following extensive briefing, on July 6, 1998, the Court issued an Opinion denying defendants motions for summary judgment. On July 29, 1998, defendants filed motions seeking reargument of certain portions of the Court s July 6, 1998 Opinion and, alternatively, in the event reargument were denied, leave to file an interlocutory appeal. Following further briefing, the Court denied defendants motions by Memorandum Order, dated September 8, 1998. Expert reports were exchanged by the parties commencing in November, 1998. On November 25, 1998, defendants filed a motion seeking to strike the reports and proposed testimony of two of plaintiffs three designated trial experts. Following briefing and oral argument, at a hearing on May 13, 1999, the Court denied defendants motion without prejudice to defendants right to renew the motion at or before trial. With the knowledge and approval of the Court, the parties submitted the matter to nonbinding mediation before an experienced mediator. In connection with that process, mediation statements were exchanged by the parties discussing the strengths and weaknesses of plaintiffs claims and defendants defenses, and the parties had two extended negotiating sessions with the mediator. The Settlement resulted from that extensive, arm s-length negotiation process. Following the extensive and intensive negotiations before the mediator, the parties to the Settlement entered into the Stipulation providing for the settlement of the Action for $19,000,000, plus interest, subject to the approval of the Court. Plaintiffs counsels decision to settle the Action was based on their analysis of the voluminous evidentiary and legal record which the parties amassed during the course of the Action. That record includes: (1) depositions of numerous officers, directors and employees of Kidder; (2) more than one million pages of documents produced by defendants and by third parties in 2
response to plaintiffs requests for production of documents and subpoenas; (3) tens of thousands of pages of public filings, news releases and articles that appeared in the press concerning the financial improprieties at Kidder; (4) defendants responses to interrogatories and requests for admission that were served by plaintiffs in the Action; (5) the discovery and trial proceedings in an action commenced by the Securities and Exchange Commission against Jett and in an arbitration between Kidder and Jett; and (6) expert analyses on the damages allegedly suffered by plaintiffs and the Class. Plaintiffs counsel have also made a thorough study of the legal principles appli-cable to plaintiffs claims against defendants and the potential defenses thereto, including the extensive research performed in connection with the briefing on defendants motions to dismiss the Complaint, for summary judgment and to strike the proposed testimony of plaintiffs experts. Notwithstanding their belief that they would prevail at trial, plaintiffs and their counsel recognized the expense, length and uncertainty of a trial and the inevitable appeals which would follow. Plaintiffs and their counsel also considered the defenses that defendants have interposed to plaintiffs claims and the fact that the outcome of the trial and subsequent appeals is uncertain. In view of the foregoing and the size of the recovery, plaintiffs and their counsel have concluded that it is desirable to settle the Action on the terms and conditions hereinafter set forth and believe the Settlement to be fair, reasonable and adequate and in the best interests of plaintiffs and the other members of the Class. The Settling Defendants have denied, and continue to deny, each and every allegation of liability and wrongdoing made against them and assert that the claims are without merit, that the Settling Defendants have meritorious defenses to those claims, that the conduct of the Settling Defendants has been lawful and proper in all respects and that judgment or judgments should be entered dismissing all claims against the Settling Defendants with prejudice. The Settling Defendants have entered into the Settlement described herein to avoid the continuing additional risk, expense, inconvenience and distraction of this Action, and without admitting any wrongdoing or liability whatsoever. By so doing, the Settling Defendants seek to settle, compromise and terminate with prejudice the Action and to put to rest forever all claims which have, or could have, been asserted therein, or which arise from, or are in any way related to, the acts, facts, transactions, occurrences, representations or omissions alleged in the Complaint or the other complaints previously filed in this Action. SUMMARY OF THE PROPOSED SETTLEMENT The terms and conditions of the proposed Settlement are set forth in the Stipulation which has been filed with the Court, and the following is only a summary of its terms. Subject to the terms and conditions of the Stipulation, the Settling Defendants have agreed to pay $19,000,000, plus interest at 6% from November 15, 1999 until paid into the settlement fund (the Settlement Fund ), in settlement of all the claims which are or could have been asserted against them or any of them in the Action. The Settlement Fund, minus the costs of notice, administration of the Settlement, any applicable taxes and related expenses, and the award of fees and disbursements to counsel for plaintiffs, is referred to as the Net Settlement Fund. The Net Settlement Fund will be distributed to the members of the Class who file Proof of Claim and Release forms ( Proof(s) of Claim ) which have not been disallowed ( Authorized Claimants ) in accordance with the following Plan of Allocation: For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, the Class Period was divided into three subperiods corresponding to the differences in the like-lihood of establishing liability and damages at trial. The three subperiods are: (1) February 26, 1993 through and including August 13, 1993 (the last business day before GE filed its Report on SEC Form 10-Q for the quarter ended June 30, 1993); (2) August 16, 1993 through and including November 12, 1993 (the last business day before GE filed its Report on SEC Form 10-Q for the quarter ended September 3
30, 1993); and (3) November 15, 1993 through and including April 15, 1994. Among other things, in order to prevail at trial, plaintiffs would have to establish that the alleged overstatements of earnings, which increased in amount over time, would have been material to a reasonable investor and that defendants acted knowingly or recklessly. The evidence obtained through discovery indicated that the amount of allegedly false profits was substantially greater during the later subperiods because of the magnitude of the transactions generating the allegedly false profits during those subperiods and the length of time the alleged losses had been accumulating. Additionally, plaintiffs counsel considered the estimates by plaintiffs damages expert concerning the likely impact on the price of GE common stock had Kidder s actual earnings been properly reported during the Class Period, and the average amount of recoverable damages per share during each subperiod, assuming that plaintiffs were able to prevail on all liability issues in the Action. Thus, generally, the amount of an Authorized Claimant s recovery under the Plan of Allocation will be greater for purchases of GE common stock that occurred in the later subperiods. Accordingly, each Authorized Claimant s Recognized Claim will be calculated as follows: (a) For shares of GE common stock that were purchased during the period February 26, 1993 through and including August 13, 1993, and retained through April 15, 1994, the Recognized Claim is $.20 per share. (b) For shares of GE common stock that were purchased during the period August 16, 1993 through and including November 12, 1993, and retained through April 15, 1994, the Recognized Claim is $.60 per share. (c) For shares of GE common stock that were purchased during the period November 15, 1993 through and including April 15, 1994, and retained through April 15, 1994, the Recognized Claim is $1.60 per share. For shares of GE common stock that were purchased and sold during the period February 26, 1993 through and including April 15, 1994, you are not a member of the Class and thus your Recognized Claim is $ -0-. To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to each Authorized Claimant s Recognized Claim. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of, or exceeds, the total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage that each Authorized Claimant s Recognized Claim bears to the total of the Recognized Claims of all Authorized Claimants. Payment in this manner shall be deemed exclusive against all Authorized Claimants. The date of purchase or sale is the contract or trade date, as distinguished from the settlement date. For Class Members who made multiple purchases or multiple sales of GE common stock during the Class Period, the earliest subsequent sale shall be matched with the earliest purchase, and chronologically thereafter, for purposes of the claim calculations. No payment shall be made where the amount payable on a claim is $10.00 or less, but such Authorized Claimants will be bound by the final judgment entered by the Court. Payment pursuant to the Plan of Allocation set forth above will be conclusive against all Authorized Claimants. No Person shall have any claim against plaintiffs counsel or any claims administrator or other agent designated by plaintiffs counsel, or released persons, or defendants counsel based on the distributions made substantially in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid and timely Proof of Claim will be barred from participating in distributions from the Settlement Fund (unless otherwise ordered by the Court), but otherwise will be bound by all of the terms of the Stipulation, including the terms of any judgment entered and the releases given. 4
ATTORNEYS FEES AND EXPENSES Counsel for plaintiffs in the Action intend to make a joint application to the Court for an award of attorneys fees in an amount not exceeding one-third of the Settlement Fund, for reimbursement of plaintiffs counsels costs and expenses (including, without limitation, the fees and expenses of plaintiffs experts and the fees and expenses incurred and to be incurred in the administration of the Settlement) and for interest on the foregoing sums for the same period and at the same rate as earned on the Settlement Fund until paid. EXCLUSION FROM THE CLASS You may, if you so desire, request to be excluded from the Class. To do so, you must mail a written request to: Settlement Administrator Kidder Peabody Securities Litigation c/o David Berdon & Co. LLP P.O. Box 4171 Grand Central Station New York, NY 10163 Fax: (212) 702-0138 This request for exclusion must state: (1) your name, address, and telephone number; (2) your purchases and sales of GE common stock during the Class Period, including the dates, the number of shares, and price paid or received per share for each such purchase or sale; and (3) that you wish to be excluded from the Settlement Class. TO BE VALID, A REQUEST FOR EXCLUSION MUST STATE ALL OF THE FOREGOING INFORMATION. Your exclusion request must be postmarked on or before May 8, 2000. All persons who submit valid and timely requests for exclusion shall have no rights under the Stipulation, shall not share in the distribution of the Net Settlement Fund, and shall not be bound by the Judgment and Release. THE SETTLEMENT HEARING As set forth above, the Court has scheduled a hearing on May 22, 2000, to consider the fairness, reason-ableness and adequacy of the proposed Settlement and to consider the request of plaintiffs counsel for the award of attorneys fees and expenses. The Hearing may be adjourned by the Court without further notice to members of the Class. It is not necessary for any member of the Class to appear at the Hearing. If you do not appear, you will be represented by Plaintiffs Lead Counsel, Richard Bemporad, Esq., Lowey Dannenberg Bemporad & Selinger, P.C., The Gateway, 11 th Floor, One North Lexington Avenue, White Plains, New York 10601. Any member of the Class who does not timely request exclusion therefrom may, however, appear at the Hearing, in person or by counsel, and show cause why the proposed Settlement should not be approved as fair, reasonable and adequate, or why plaintiffs counsel should not be awarded fees and expenses as requested, or why a judgment should not be entered dismissing the Action as described above, provided, however, that no Class member or any other person shall be heard or entitled to contest any of these matters unless, on or before May 8, 2000, that person has served by hand or first-class mail: (1) a notice of intention to appear; (2) a statement identifying the number of shares of GE common stock purchased and the dates of purchase and sale of such common stock during the Class Period; (3) a state- 5
ment of such Class member s specific objections to the Stipulation and the judgment to be entered in the Action, and/or the application of plaintiffs counsel for attorneys fees and expenses; and (4) all other documents and writings which such Class member desires the Court to consider, upon: Richard Bemporad, Esq. Mark C. Hansen, Esq. Lowey Dannenberg Bemporad Kellogg, Huber, Hansen, Todd & Selinger, P.C. and & Evans, P.L.L.C. The Gateway, 11 th Floor 1301 K Street, N.W. One North Lexington Avenue Suite 1000 West White Plains, NY 10601 Washington, D.C. 20005-3317 Plaintiffs Lead Counsel Attorneys for Kidder Said objections, papers and briefs must be filed with the Clerk of the United States District Court for the Southern District of New York, United States Courthouse, 40 Centre Street, Foley Square, New York, New York 10007 (which may be done by first-class mail). Any such objections should bear the caption, In re Kidder Peabody Securities Litigation, 94 Civ. 3954 (BSJ)(MHD). Any member of the Class who does not make his, her or its objection in this manner shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed Settlement or to the fee and expense request of plaintiffs counsel. THE JUDGMENT AND RELEASE If the Court approves the Settlement provided for in the Stipulation, a final judgment or judgments will be entered (1) approving the proposed Settlement; (2) awarding plaintiffs counsel such fees, expenses and disbursements as the Court deems appropriate; and (3) dismissing with prejudice as to all defendants the Complaint and the prior complaints previously filed in this Action. Additionally, plaintiffs and all members of the Class who have not been excluded therefrom, on behalf of themselves, their respective heirs, executors and administrators, successors and assigns and any person(s) they represent (collectively, the Releasors ), in any and every capacity whatsoever, shall be deemed to have irrevocably remised, released and forever discharged each and every one of the defendants and their respective present and former agents, servants, attorneys, investment bankers, members, partners, employees, officers, directors, managing directors, parents and subsidiaries, affiliates, stockholders, heirs, executors, representatives, accountants, auditors, successors, assigns, and any person, firm, trust, corporation, officer, director or other individual or entity in which any defendant has a controlling interest or which is related to or affiliated with any of the defendants (collectively, the Released Parties ) from each and every class or individual claim, cause or causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, execution of claims, liens, obligations, undertakings, liabilities, losses, costs or expenses of any and every nature, whatsoever, (including, without limitation, attorneys fees and court costs), whether at law or in equity, known or unknown, fixed or contingent, actual or constructive, which have been or might have been or in the future might be asserted in the Complaint or the complaints previously filed in the Action in connection with, arising out of or in any way related to any acts, facts, transactions, occurrences, representations or omissions set forth, alleged, or otherwise embraced therein, including any claims for violations of federal, state or other law, or of the common law, and any claims relating to or arising from the activities of Jett during his employment by any defendant or any defendant s actual or alleged supervision of Jett, which the Releasors, or any of them, had, now have, or may hereafter have as a member of the Class or as individuals, against the aforementioned Released Parties, or any of them excepting any claim to enforce the terms of the Stipulation. 6
SUBMISSION OF PROOFS OF CLAIM BY MEMBERS OF THE CLASS IF YOU ARE A CLASS MEMBER, TO RECEIVE ANY PAYMENTS FROM THE SETTLEMENT FUND YOU MUST COMPLETE AND SIGN THE ENCLOSED PROOF OF CLAIM AND SEND IT, TOGETHER WITH THE REQUESTED DOCUMENTATION, BY PREPAID FIRST-CLASS MAIL, POSTMARKED ON OR BEFORE SEPTEMBER 15, 2000, ADDRESSED AS FOLLOWS: Settlement Administrator Kidder Peabody Securities Litigation c/o David Berdon & Co. LLP P.O. Box 4171 Grand Central Station New York, NY 10163 Any person submitting a Proof of Claim may be required to furnish such additional or other proof of purchase of GE common stock as may reasonably be required to establish the claimant s right to participate in the Net Settlement Fund. The burden shall be on the Class Members to establish their right to participate in the Net Settlement Fund by competent proof (e.g., broker s confirmation slips, brokerage account statements, letters from brokers, the Schedule D from your applicable tax return, or other satisfactory proof). The Class Members shall, upon submission of his, her or its Proof of Claim, be subject to discovery under the Federal Rules of Civil Procedure. Any Class Member who fails to establish his, her or its claim to the satisfaction of the Court within the time allowed therefor will not be entitled to receive payment but will nevertheless continue to be deemed for all purposes to be a member of the Class and will be bound by the provisions of the Settlement, if it is approved by the Court. Any Class Member who has not received a Notice and a Proof of Claim and Release, or desires additional copies thereof, may obtain copies from the following website, or in writing to: Settlement Administrator Kidder Peabody Securities Litigation c/o David Berdon & Co. LLP P.O. Box 4171 Grand Central Station New York, NY 10163 Fax: (212) 702-0138 Website: www.dberdon.com/claims/kidder INQUIRIES For more details on the matters involved in the Action, you may review the pleadings, the Stipulation and the other papers on file with the Court. Those documents may be inspected during normal business hours at the Office of the Clerk of the United States District Court for the Southern District of New York, 40 Centre Street, New York, NY 10007. ALL QUESTIONS CONCERNING THIS NOTICE, THE ACTION, OR THE PROPOSED SETTLEMENT AND THE SETTLEMENT HEARING SHOULD BE DIRECTED TO: Richard Bemporad, Esq. Lowey Dannenberg Bemporad & Selinger, P.C. The Gateway, 11 th Floor One North Lexington Avenue White Plains, NY 10601 Telephone: (914) 997-0500 Plaintiffs Lead Counsel PLEASE DO NOT CONTACT THE COURT OR THE CLERK OF THE COURT. 7
NOTICE TO BROKERS AND OTHER NOMINEES If you were a nominee for any purchasers of GE common stock during the Class Period, you are requested either to: (1) forward this Notice and accompanying Proof of Claim to the former beneficial owners or, in the alternative, (2) provide the Settlement Administrator with the names and addresses of such beneficial owners, preferably on mailing labels, at the above address. Additional copies of this Notice and accompanying Proof of Claim and Release may be requested in writing from David Berdon & Co. LLP, at the mailing address, fax number, or website address set forth above. You are entitled to reimbursement of your reasonable expenses actually incurred in connection with the foregoing upon request and submission of appropriate supporting documentation to the Settlement Administrator. Dated: New York, New York April 10, 2000 BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK 8
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE KIDDER PEABODY SECURITIES LITIGATION Master File Civil Action No. 94 Civ. 3954 (BSJ)(MHD) PROOF OF CLAIM AND RELEASE GENERAL INSTRUCTIONS 1. To recover as a member of the Class (as defined in the accompanying Notice of Pendency and Proposed Settlement of Class Action (the Notice )), based on your claims in the action entitled, In re Kidder Peabody Securities Litigation, 94 Civ. 3954 (BSJ)(MHD) (the Class Action ), you must complete and, on page 14 hereof, sign this Proof of Claim and Release. If you fail to submit a properly addressed Proof of Claim and Release by September 15, 2000, (as set forth in paragraph 3 below) your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed Settlement of the Class Action. 2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the Settlement of the Class Action. 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED ON OR BEFORE SEPTEMBER 15, 2000, ADDRESSED AS FOLLOWS: Settlement Administrator Kidder Peabody Securities Litigation c/o David Berdon & Co. LLP P.O. Box 4171 Grand Central Station New York, NY 10163 4. If you are a member of the Class and you did not timely request exclusion in connection with the proposed Settlement, you are bound by the terms of any judgment entered in the Class Actions, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE. 5. If you are NOT a member of the Class, DO NOT submit a Proof of Claim and Release form. INSTRUCTIONS FOR CLAIMANT IDENTIFICATION 1. If you purchased General Electric Company ( GE ) common stock and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased GE stock and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser, and the third party is the record purchaser. 9
2. Use Part I of this form, entitled Claimant Identification, to identify each purchaser of record ( nominee ), if different from the beneficial purchaser of GE common stock, that forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PUR- CHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS, OF THE GE COMMON STOCK UPON WHICH THIS CLAIM IS BASED. 3. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of the person(s) represented by them, and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim. INSTRUCTIONS FOR SCHEDULE OF TRANSACTIONS 1. Use Part II of this form, entitled Schedule of Transactions in GE Common Stock, to supply all required details of your transaction(s) in GE common stock. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. 2. On the schedules, provide all of the requested information with respect to all of your purchases and all of your sales of GE common stock that took place at any time during the Class Period (as defined in the Notice), whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. 3. List each transaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list. 4. The date of covering a short sale is deemed to be the date of purchase of GE common stock. The date of a short sale is deemed to be the date of sale of GE common stock. 5. Brokers confirmations or other documentation of your transactions and positions in GE common stock must be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. 10
Part I: Claimant Identification UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In Re Kidder Peabody Securities Litigation Master File Civil Action No. 94 Civ. 3954 (BSJ)(MHD) PROOF OF CLAIM Must be Postmarked No Later Than: September 15, 2000 Please Type or Print DETACH HERE Beneficial Owner s Name (First, Middle, Last) Joint Beneficial Owner s Name (First, Middle, Last) Street Address City State Zip Code Foreign Province Foreign Country Individual Corporation/Other Social Security Number or Taxpayer Identification Number (Work) (Home) Area Code Telephone Number Area Code Telephone Number Record Owner s Name (if different from beneficial owner listed above) 11
Part II: Schedule of Transactions in GE Common Stock A) Number of shares of GE common stock held at the close of trading on February 25, 1993:. B) Purchases of GE common stock during the period February 26, 1993 - April 15, 1994, inclusive: Trade Date (list chronologically) No. of Shares Total 1 Month/Day/Year Purchased Purchase Price 1. $ 2. $ 3. $ IMPORTANT: Identify by number listed above all purchases in which you covered a short sale. C) Sales of GE common stock during the period February 26, 1993 - April 15,1994, inclusive: Trade Date (list chronologically) No. of Shares Net Sales 2 Month/Day/Year Sold Proceeds 1. $ 2. $ 3. $ HERE D) Number of shares of GE common stock held at the close of trading on April 15, 1994:. If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE 14. 1 Include brokers commissions, transfer taxes or other fees. 2 Deduct brokers commissions, transfer taxes or other fees. DETACH 12
SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I (We) submit this Proof of Claim and Release under the terms of the Stipulation of Settlement described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Southern District of New York, with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish additional information to Plaintiffs Co-Lead Counsel or the Settlement Administrator to support this claim if required to do so. I (We) have not submitted any other claim covering the same purchases or sales of GE common stock during the Class Period and know of no other person having done so on my (our) behalf. RELEASE A. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release and discharge each and all of the defendants and each and all of the Released Parties (as defined in the Notice) from each of the released claims (as described in the Notice). B. This release shall be of no force or effect unless and until the Court enters the Judgment approving the Stipulation of Settlement and such Judgment becomes a final judgment. DETACH HERE C. I (We) hereby warrant and represent that I (we) are not excluded from the Class and have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. D. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in GE common stock that occurred during the Class Period, as well as the number of shares of GE common stock held by me (us) at the commencement of trading on February 26, 1993, and held by me (us) at the close of trading on April 15, 1994. E. I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1)(c) of the Internal Revenue Code. NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. 13
I (We) declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct and that this Proof of Claim and Release form was executed this day of, 2000 in,, (month) (city) (state). (country) Signature of Claimant Type or print your name here: Signature of Joint Claimant (if any) Type or print your name here: ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Capacity of persons signing (e.g., Beneficial Owner, Executor or Administrator) HERE Reminder Checklist: 1. Please sign the above release and declaration. 2. Remember to attach supporting documentation. 3. Do not send originals of stock certificates. 4. Keep a copy of this claim form for your records. 5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested. 6. If you move, or if this Notice was sent to you at an old or otherwise incorrect address, please send us your new address. 7. If you have any questions concerning this Proof of Claim and Release, contact: Settlement Administrator Kidder Peabody Securities Litigation c/o David Berdon & Co. LLP P.O. Box 4171 Grand Central Station New York, NY 10163 Telephone: (800) 766-3330 Fax: (212) 702-0138 Website: www.dberdon.com/claims/kidder DETACH 14
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Settlement Administrator Kidder Peabody Securities Litigation c/o David Berdon & Co. LLP P.O. Box 4171 Grand Central Station New York, NY 10163 PRESORTED FIRST-CLASS MAIL U.S. POSTAGE PAID SOUTHEASTERN, PA PERMIT NO. 203 FIRST CLASS MAIL PLEASE FORWARD IMPORTANT LEGAL INFORMATION