Exhibit 1
GENERAL ELECTRIC COMPANY
(“ COMPANY ”)
DEBT SECURITIES
UNDERWRITING AGREEMENT
December 6, 2005
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
Attention: Vice President and
Treasurer
Ladies and Gentlemen:
We offer to purchase, on and subject
to the terms and conditions of, and utilizing terms as defined in,
the Underwriting Agreement Standard Provisions (Debt Securities
and/or Warrants) dated as of December 6, 2005 (“
Standard Provisions ”), which is attached hereto, the
following securities (“ Designated Securities ”)
on the following terms:
DEBT SECURITIES
Pricing Effective Time:
1:33PM, December 6, 2005
Indenture: Indenture dated as of
December 1, 2005 with JPMorgan Chase Bank, N.A.
Title: LIBOR Floating Rate Notes due
2008
Rank: Senior Unsecured
Aggregate Principal Amount:
$1,500,000,000
Interest Rate: Three-month LIBOR, reset on a
quarterly basis as described in the Prospectus Supplement, dated
the date hereof relating to the Designated Securities, plus
.04%
Maturity: December 9, 2008
Interest Payment Dates: Quarterly on each
March 9, June 9, September 9 and
December 9, commencing March 9, 2006 and on the Maturity
Date to holders of record 15 calendar days prior to such date and
to holders of record at maturity
Regular Record Dates: The fifteenth calendar day
immediately preceding the related interest payment date
Conversion or Exchange Provisions:
None
Listing Requirements: None
Fixed or Variable Price Offering:
Fixed
Initial public offering price: 100% of the
principal amount, plus accrued interest, if any, from
December 9, 2005
Purchase Price by Underwriters:
99.85%
Currency of Denomination: United States
Dollars
Currency of Payment: United States
Dollars
Form and Denomination: One or more global notes
deposited with The Depository Trust Company; denominations of
$1,000 and integral multiples thereof
Overseas Paying Agents: Not
Applicable
Redemption: None
Sinking Fund: None
Dealer Concession: None
Reallowance Concession: None
Method of Payment: Fedwire - Same day
funds
Other Terms: GE Capital Markets, Inc. will act
as a sales agent in the offering to the public by the Underwriter
for a fee to be paid by the Underwriter of .075% of the principal
amount of the Designated Securities
If changes in the Standard Provisions have been
agreed to, set forth below: No representative is appointed because
J.P. Morgan Securities Inc. is the sole underwriter.
Name and Address of Underwriter:
J.P. Morgan Securities
Inc.
270 Park Avenue
New York, New York 10017
The provisions of the Standard
Provisions are incorporated herein by reference.
The Closing will take place at 10:00
A.M., New York City time, on December 9, 2005, at the offices
of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New
York 10019.
Please signify your acceptance by
signing the enclosed response to us in the space provided and
returning it to us.
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Very truly
yours,
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J.P. Morgan
Securities Inc.
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/s/ Maria Sramek
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Name:
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Maria
Sramek
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Title:
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Vice
President
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Accepted:
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GENERAL
ELECTRIC COMPANY
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By
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/s/ Kathryn A. Cassidy
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Name:
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Kathryn A.
Cassidy
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Title:
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Vice President
and Treasurer
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SCHEDULE I
Not Applicable
SCHEDULE II
Attached Permitted Free Writing
Prospectus: The only such prospectus is identified below and
attached hereto.
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Number
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Date
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1
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December 6,
2005
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Filed Pursuant to Rule 433
Registration No. 333-130117
December 6, 2005
GENERAL ELECTRIC
COMPANY
LIBOR FLOATING RATE NOTES TERMS
AND CONDITIONS
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Issuer:
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General
Electric Company
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Ratings:
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Aaa/AAA
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Trade
Date:
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December 6,
2005
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Settlement Date:
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December 9,
2005
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Maturity
Date:
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December 9,
2008
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Principal Amount:
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US
$1,500,000,000
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Price to Public (Issue Price):
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100%, and
accrued interest, if any, from December 9, 2005
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Net Proceeds
to Issuer:
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US
$1,497,750,000
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Indenture:
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Indenture dated
as of December 1, 2005 with JPMorgan Chase Bank, N.A., as Trustee,
as described in the base prospectus dated December 5, 2005 included
in the registration statement for the notes on file with the
Securities and Exchange Commission
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Interest
Rate:
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Three-Month
LIBOR plus .04%
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Interest
Payment Dates:
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Quarterly on
each March 9, June 9, September 9 and December 9, commencing March
9, 2006 and on the Maturity Date to holders of record 15 calendar
days prior to such date and to holders of record at
maturity
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Initial
Interest Rate:
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Three-Month
LIBOR plus .04%, to be determined two London Business Days prior to
the original issue date
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Interest
Reset Dates:
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March 9, June
9, September 9 and December 9 of each year commencing March 9,
2006
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Interest
Reset Periods:
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The initial
interest reset period will be the period from and including the
original issue date to but excluding the initial interest reset
date. Thereafter, the interest reset periods will be the periods
from and including an interest reset date to but excluding the
immediately succeeding interest reset date or the maturity date, as
the case may be
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Interest Determination Dates:
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Two London
Business Days prior to each Interest Reset Date
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Calculation of LIBOR
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JPMorgan Chase Bank, N.A., or its successor
appointed by us, will act as calculation agent to determine
Three-Month LIBOR as of the applicable interest determination date
as follows:
• LIBOR
will be determined on the basis of the offered rates for deposits
in U.S. dollars having a three-month maturity, commencing on the
second London Business Day immediately following such interest
determination date, which appears on Moneyline Telerate Page 3750
(as defined below) as of approximately 11:00 a.m., London time, on
such interest determination date. “Moneyline Telerate Page
3750” means the display designated on page “3750”
on Moneyline Telerate. If no rate appears on Moneyline Telerate
Page 3750, LIBOR for such interest determination date will be
determined in accordance with the provisions of the paragraph
below.
• With
respect to an interest determination date on which no rate appears
on Moneyline Telerate Page 3750 as of approximately 11:00 a.m.,
London time, on such interest determination date, the calculation
agent shall request the principal London offices of each of four
major reference banks (which may include affiliates of the
underwriter) in the London interbank market selected by the
calculation agent (after consultation with us) to provide the
calculation agent with a quotation of the rate at which deposits of
U.S. dollars having a three-month maturity, commencing on the
second London Business Day immediately following such interest
determination date, are offered by it to prime banks in the London
interbank market as of approximately 11:00 a.m., London time, on
such interest determination date in a principal amount equal to an
amount of not less than U.S. $1,000,000 that is representative for
a single transaction in such market at such time. If at least two
such quotations are provided, LIBOR for such interest determination
date will be the arithmetic mean of such quotations as calculated
by the calculation agent. If fewer than two quotations are
provided, LIBOR for such interest determination date will be the
arithmetic mean of the rates quoted as of approximately 11:00 a.m.,
New York City time, on such interest determination date by three
major banks (which may include affiliates of the underwriter)
selected by the calculation agent (after consultation with us) for
loans in U.S. dollars to leading European banks having a
three-month maturity commencing on the second London Business Day
immediately following such interest determination date and in a
principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if the banks selected
as aforesaid by the calculation agent are not quoting such rates as
mentioned in this sentence, LIBOR for such interest determination
date will be LIBOR determined with respect to the immediately
preceding interest determination date. A “Business Day”
is a weekday which is not a day when banking institutions in the
place of payment are authorized or required by law or regulation to
be closed. A “London Business Day” is a day which is a
Business Day and which is a day on which dealings in deposits in
U.S. dollars are transacted in the London interbank
market.
All percentages resulting from any
calculation of any interest rate for the notes will be rounded, if
necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded
upward and all dollar amounts will be rounded to the nearest cent,
with one-half cent being rounded upward.
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Day Count Convention:
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Actual/360
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Denominations:
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Minimum of
$1,000 with increments of $1,000 thereafter
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Redemption:
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Not
redeemable
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Listing:
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None
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Underwriting:
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Pursuant to an
underwriting agreement, J.P. Morgan Securities Inc., as
underwriter, has agreed to purchase all of the notes being sold in
this offering.
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The issuer has
agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act, or to contribute to
payments the underwriter may be required to make in respect of
those liabilities.
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The underwriter
is offering the notes subject to conditions contained in the
underwriting agreement, including approval of legal matters by its
counsel and the receipt of an officer’s certificate and legal
opinions. The underwriter reserves the right to withdraw, cancel or
modify offers to the public and to reject orders in whole or in
part.
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The underwriter
has advised the issuer that it proposes initially to offer the
notes to the public at the public offering price. GE Capital
Markets, Inc. will act as a sales agent in connection with the
offering and will receive a fee from the underwriter equal to .075%
of the principal amount of the notes. After the initial public
offering, the public offering price may be changed.
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CUSIP:
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369604BB8
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ISIN:
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US369604BB88
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Book-Entry:
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The notes will
be represented by one or more global notes deposited with The
Depository Trust Company as the depositary for the notes and
registered in the name of DTC’s nominee.
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Issuer Information:
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Form 10-K for
2004, as amended, Forms 10-Q for the first three quarters of 2005
and Current Reports on Form 8-K filed on May 6, 2005, June 14,
2005, June 21, 2005, June 23, 2005, August 2, 2005, September 16,
2005, September 20, 2005 and November 25, 2005.
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The issuer has filed a
registration statement (including a prospectus) with the SEC for
the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov . Alternatively, the issuer, the
underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling the
underwriter collect at 1- 212 834-4533 or Investor Communications
of the issuer at 1-203-357-3950.
GENERAL ELECTRIC COMPANY
DEBT SECURITIES AND/OR WARRANTS TO PURCHASE DEBT
SECURITIES
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
December 6, 2005
Ladies and Gentlemen:
General Electric Company, a New York
corporation (the “ Company ”), may from time to
time enter into one or more underwriting agreements in the form
attached as Exhibit A hereto (each an “ Underwriting
Agreement ”) that provide for the sale of certain of its
securities specified in the particular Underwriting Agreement (the
“ Designated Securities ”). The basic provisions
set forth herein to the extent applicable to securities of the type
represented by the Designated Securities will be incorporated by
reference in any such Underwriting Agreement relating to a
particular issue of Designated Securities. Each Underwriting
Agreement will be entered into, with such additions and deletions
as the parties thereto may determine and shall be specified in such
Underwriting Agreement. The Underwriting Agreement may appoint a
lead underwriter or underwriters (collectively, the “
Representative ”) for the particular issue of
Designated Securities and will specify the underwriters
participating in such offering (the “ Underwriters
”, which term shall include any Underwriter substituted
pursuant to Section 9 hereof). The obligation of the Company
to issue and sell any of the Designated Securities and the
obligation of the Underwriters to purchase any of the Designated
Securities shall be evidenced by the Underwriting Agreement with
respect to the Designated Securities specified therein. The
Underwriting Agreement, including the provisions incorporated
therein by reference, is herein referred to as “this
Agreement.” The obligations of the Underwriters under this
Agreement shall be several and not joint. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as defined therein.
The terms and rights of any
particular issue of Designated Securities shall be as specified in
the Underwriting Agreement relating thereto and (i) if the
Designated Securities are either senior or subordinated debt
securities (“ Debt Securities ”), in or pursuant
to the senior or subordinated indenture as applicable (the “
Indenture ”) identified in the Underwriting Agreement,
(ii) if the Designated Securities are warrants (“
Warrants ”), in or pursuant to a warrant agreement
(the “ Warrant Agreement ”) identified in the
Underwriting Agreement and (iii) if the Designated Securities
are debt securities subject to the warrants (“ Warrant
Debt Securities ”), pursuant to the Indenture identified
in the Underwriting Agreement. An Underwriting Agreement shall be
in the form of an executed writing (which may be in counterparts),
and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a
written record of communications transmitted.
An automatic shelf registration
statement as defined in Rule 405 under the Securities Act of 1933
(the “ 1933 Act ”) in respect of the Designated
Securities has been filed with the Securities and Exchange
Commission (the “ Commission ”); the
registration statement has become effective pursuant to the rules
and regulations promulgated by the Commission under the 1933 Act
(the “ 1933 Act Regulations ”) and the
Indentures filed as exhibits to the registration statement have
been duly qualified under the Trust Indenture Act of 1939, as
amended (the “ 1939 Act ”); and no stop order
suspending the effectiveness of the registration statement has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission. The Company proposes to file pursuant
to Rule 424 under the 1933 Act a prospectus supplement specifically
relating to the Designated Securities and reflecting the terms of
the Designated Securities and plan of distribution arising from the
Underwriting Agreement (the “ Pricing Supplement
”) and has previously advised the Underwriters of all
information to be set forth therein. The term “Registration
Statement” as used with respect to a particular issue of
Designated Securities, means the registration statement, as amended
at the time of such registration statement’s effectiveness
for purposes of Section 11 of the 1933 Act as such section
applies to the Company and the Underwriters for the Designated
Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the
“ Effective Time ”), including (i) all
documents then filed as a part thereof or incorporated or deemed to
be incorporated by reference therein and (ii) any information
contained or incorporated by reference in a prospectus filed with
the Commission pursuant to Rule 424(b) under the 1933 Act, to the
extent such information is deemed, pursuant to Rule 430B(f)(1)
under the 1933 Act, to be part of the Registration Statement at the
Effective Time. The term “ Basic Prospectus ”
means the prospectus included in the Registration Statement
exclusive of the Pricing Supplement. The term “
Prospectus ” means the Basic Prospectus together with
the Pricing Supplement in the form first used in the offering of
the Designated Securities. The term “ Preliminary
Prospectus ” means a preliminary prospectus supplement
specifically relating to the Designated Securities together with
the Basic Prospectus. The term “ Permitted Free Writing
Prospectus ” as used herein means the documents relating
to the Designated Securities attached as Schedule II to the
Underwriting Agreement for the Designated Securities.
All references in this Agreement to
financial statements and schedules and other information which is
“contained,” “included” or
“stated” (or other references of like import) in the
Registration Statement, Prospectus or Preliminary Prospectus shall
be deemed to mean and include all such financial statements and
schedules and other information which is incorporated by reference
in the Registration Statement, Prospectus or Preliminary
Prospectus, as the case may be, prior to the execution of the
applicable Underwriting Agreement; and all references in this
Agreement to amendments or supplements to the Registration
Statement, Prospectus or Preliminary Prospectus shall be deemed to
include the filing of any document under the Securities Exchange
Act of 1934, as amended (the “ 1934 Act ”) which
is incorporated by reference in the Registration Statement,
Prospectus or Preliminary Prospectus, as the case may be, after the
execution of the applicable Underwriting Agreement.
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SECTION 1. REPRESENTATIONS
AND WARRANTIES .
(A) REPRESENTATIONS AND
WARRANTIES BY THE COMPANY . The Company represents and warrants
to each Underwriter named in the applicable Underwriting Agreement,
as of the Pricing Effective Time (as defined below) and as of the
Closing Time (as defined below) with respect to the Designated
Securities as follows:
(1) each document filed by the
Company pursuant to the 1934 Act which is incorporated by reference
in the Registration Statement, the Prospectus or the Pricing
Disclosure Material (as defined below) complied when so filed in
all material respects with the 1934 Act and the rules and
regulations thereunder, and each document, if any, hereafter filed
by the Company and so incorporated by reference in the Prospectus
will comply when so filed with the 1934 Act and the rules and
regulations thereunder;
(2) at the Effective Time the
Registration Statement (and any amendments and supplements thereto,
other than supplements relating only to securities other than the
Designated Securities) will comply and when filed or at the Closing
Time, the Prospectus (and any amendments and supplements thereto,
other than supplements relating only to securities other than
Designated Securities) will comply, in all material respects with
the 1933 Act and the 1933 Act Regulations;
(3) each Preliminary Prospectus, if
any, relating to the Designated Securities filed pursuant to Rule
424 under the 1933 Act complied when so filed in all material
respects with the 1933 Act and the 1933 Act Regulations;
(4) (i) at the Effective Time
of the Registration Statement it will not contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; (ii) at the Pricing Effective Time,
the Pricing Disclosure Material (as defined below), did not contain
an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; and (iii) the Prospectus as of the date of the
Pricing Supplement will not, and the Prospectus (as amended or
supplemented, other than as to supplements relating only to
securities other than the Designated Securities) as of the Closing
Time will not, contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading;
except that these representations and warranties
do not apply to (a) statements or omissions in the
Registration Statement, any Preliminary Prospectus, the Prospectus,
any amendments or supplements to the foregoing, or in the Pricing
Disclosure Material, based upon information furnished to the
Company in writing by any Underwriter expressly for use therein and
(b) any Form T-1 Statement of Eligibility and Qualification
included as an exhibit to the Registration Statement;
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(5) the Registration Statement
constitutes an “automatic shelf registration statement”
(as defined in Rule 405 under the 1933 Act) filed within three
years of the date hereof; no notice of objection of the Commission
with respect to the use of the Registration Statement pursuant to
Rule 401(g)(2) under the 1933 Act has been received by the Company;
and the Company is a “well-known seasoned issuer’ and
is not an ineligible issuer in each case as defined in Rule 405 at
the “determination dates” relevant to the offering and
sale of the Designated Securities under the Registration Statement
(as described in such definition); and
(6) the Company has not used any
free writing prospectus other than a Permitted Free Writing
Prospectus or used a Permitted Free Writing Prospectus except in
compliance with Rule 433 under the 1933 Act and otherwise in
compliance with the 1933 Act.
SECTION 2. PRICING EFFECTIVE
TIME; SALE AND DELIVERY; CLOSING .
(A) EFFECTIVENESS OF UNDERWRITING
AGREEMENT AND SALES CONFIRMATIONS . The Underwriting Agreement
shall not be effective, and the Underwriters agree that no
contracts of sale may be entered into by the Underwriters in
respect of the Designated Securities, until the “Pricing
Effective Time” specified in the Underwriting Agreement. The
“Pricing Effective Time” shall occur and be confirmed
by specification in the Underwriting Agreement when (i) a
Permitted Free Writing Prospectus and either the Basic Prospectus
or a Preliminary Prospectus, or (ii) the Pricing Supplement,
prepared by the Company, shall be available for filing or
electronic delivery to purchasers, which document shall include the
information with respect to the material terms of the Designated
Securities not contained in the Basic Prospectus (such documents,
together with the Basic Prospectus, in the aggregate, the “
Pricing Disclosure Material ”).
(B) DELAYED DELIVERY
CONTRACTS . Pursuant to the applicable Underwriting Agreement,
the Company will agree to sell to the several Underwriters named in
Schedule I thereto and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject to the
conditions hereinafter stated, will agree to purchase from the
Company severally and not jointly, (i) the principal amounts
of Debt Securities set forth opposite their names in Schedule I
thereto, less their respective amounts of the Contract Debt
Securities (as hereinafter defined), if any, determined as provided
below, and/or (ii) Warrants to purchase the principal amounts
of Warrant Debt Securities set forth opposite their names in
Schedule I thereto, less their respective amounts of the Contract
Warrants (as hereinafter defined), if any, determined as provided
below, all at the respective purchase prices set forth in such
Underwriting Agreement, plus accrued interest, if any, from the
date set forth therein to the date of payment and delivery. Debt
Securities and, if applicable, Warrants to be
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purchased pursuant to delayed delivery contracts
are hereinafter referred to as “Contract Debt
Securities” and “Contract Warrants”,
respectively, and collectively as the “Contract
Securities”.
If so indicated in the applicable
Underwriting Agreement, the Company may authorize the Underwriters
to solicit offers to purchase Contract Securities on the terms and
subject to the conditions set forth therein pursuant to delayed
delivery contracts substantially in the form of Exhibit D attached
hereto but with such changes therein as the Company may authorize
or approve (hereinafter referred to as “ Delayed Delivery
Contracts ”). Delayed Delivery Contracts are to be with
institutional investors approved by the Company and described in
the Prospectus. The aggregate principal amount of Contract Debt
Securities and the aggregate principal amount of Warrant Debt
Securities for which Contract Warrants are exercisable shall not
exceed the respective amounts set forth in Schedule I to the
applicable Underwriting Agreement. As of the Closing Time, the
Company will pay to the Representative as compensation, for the
accounts of the Underwriters, the fee specified in the applicable
Underwriting Agreement in respect of all Contract Securities. The
Underwriters will not have any responsibility in respect of the
validity or the performance of Delayed Delivery
Contracts.
If the Designated Securities are
Debt Securities, the deduction for the Contract Debt Securities
referred to above shall become effective upon execution and
delivery by the Company and the several institutional investors of
the Delayed Delivery Contracts and such deduction for each
Underwriter shall be in the amount which shall bear the same
proportion to the total principal amount of Contract Debt
Securities as the principal amount of Debt Securities set forth
opposite the name of the respective Underwriter bears to the
aggregate principal amount of Debt Securities set forth in Schedule
I to the applicable Underwriting Agreement, except to the extent
that the Representative determines that such deduction shall be
otherwise than in such proportions, and so advises the Company in
writing.
If the Designated Securities are
Warrants and Debt Warrant Securities, the deduction for the
Contract Warrants referred to above shall become effective upon
execution and delivery by the Company and the several institutional
investors of the Delayed Delivery Contracts and such deduction for
each Underwriter shall be in the amount which shall bear the same
proportion to the total principal amount of Debt Warrant Securities
for which Contract Warrants are exercisable as the principal amount
of Debt Warrant Securities for which Warrants are exercisable as
set forth opposite the name of the respective Underwriter bears to
the aggregate principal amount of Debt Warrant Securities for which
Warrants are exercisable as set forth in Schedule I to the
applicable Underwriting Agreement, except to the extent that the
Representative determines that such deduction shall be otherwise
than in such proportions, and so advises the Company in
writing.
(C) SALES TO UNDERWRITERS .
The several commitments of the Underwriters to purchase the
Designated Securities pursuant to the applicable Underwriting
Agreement shall be deemed to have been made on the basis of the
representations, warranties and agreements herein contained and
shall be subject to the terms and conditions herein set
forth.
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(D) PAYMENT . Designated
Securities to be purchased by each Underwriter pursuant to the
Underwriting Agreement relating thereto, in such authorized
denominations and registered in such names as the Representative
may request upon at least forty-eight hours’ prior notice to
the Company, shall be delivered by or on behalf of the Company to
the Representative for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase price
therefor in the funds and in the manner specified in such
Underwriting Agreement, all at the place and time and date
specified in such Underwriting Agreement or at such other place and
time and date as the Representative and the Company may agree upon
in writing, such time and date being herein called the
“Closing Time” for such Designated
Securities.
Concurrently with the delivery of
and payment for the Designated Securities, the Company will deliver
to the Representative for the accounts of the Underwriters a check
payable or wire transfer to the order of the party designated in
the Underwriting Agreement relating to such securities in the
amount of any compensation payable by the Company to the
Underwriters in respect of any Delayed Delivery Contracts as
provided in paragraph (A) of this Section 2 and in the
Underwriting Agreement related to such securities.
SECTION 3. COVENANTS
.
(A) Covenants of the Company
. The Company covenants with each Underwriter of the Designated
Securities as follows:
(1) COMPLIANCE WITH SECURITIES
REGULATIONS AND COMMISSION REQUESTS . The Company will
(i) comply in respect of the Designated Securities with the
requirements of the 1933 Act Regulations, as applicable, and will
promptly within the time periods specified therein effect the
filings required of it pursuant to Rule 424 and/or Rule 433 under
the 1933 Act, and (ii) take such steps as it deems necessary
to ascertain promptly whether the Prospectus or Permitted Free
Writing Prospectus transmitted for filing under Rule 424 or Rule
433, as applicable, were
