June 4, 1999 - SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions | EMCORE Corporation (EMKR)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. _____________)*

EMCORE CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)

290846104
- --------------------------------------------------------------------------------
(CUSIP Number)

May 26, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

|_| Rule 13d-1(b)

|X| Rule 13d-1(c)

|_| Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

Page 1 of 13 Pages

#560165 v4

*SEE INSTRUCTION BEFORE FILLING OUT!

Page 5 of 13 Pages
ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

(a) and (b) This statement relates to the Common Stock, no par value
per share (the "Common Stock"), of Emcore Corporation, Inc., a New Jersey
corporation (the "Issuer"), which is issuable upon (i) the exercise of the
Warrant (the "Warrant") by General Electric Company ("GE") pursuant to that
certain Warrant Agreement dated May 26, 1999 between GE and the Issuer or (ii)
the conversion of the Subordinated Convertible Note (the "Note") by GE Capital
Equity Investments, Inc. ("GECEI") issued pursuant to that certain Note Purchase
Agreement dated May 26, 1999 between GECEI and the Issuer. The address of the
principal executive offices of the Issuer is 394 Elizabeth Avenue, Somerset, New
Jersey, 08873.

ITEM 2. PERSON FILING:

(a)-(c) This statement is being filed by GE, a New York Corporation,
for and on behalf of itself, GE Capital Equity Investments, Inc., ("GECEI"),
General Electric Capital Corporation ("GE Capital") and General Electric Capital
Services, Inc. ("GECS"). The agreement among each of GECEI, GE Capital, GECS and
GE that this statement be filed on behalf of each of them is attached hereto as
Exhibit A. GECS is a wholly-owned subsidiary of GE, GE Capital is a subsidiary
of GECS and GECEI is a subsidiary of GE Capital. GECEI is a Delaware corporation
with its principal business office located at 120 Long Ridge Road, Stamford,
Connecticut 06927. GE Capital is a New York corporation with its principal
business office located at 260 Long Ridge Road, Stamford, Connecticut 06927.
GECS is a Delaware corporation with its principal business office located at 260
Long Ridge Road, Stamford, Connecticut 06927. GE is a New York corporation with
its principal business office located at 3135 Easton Turnpike, Fairfield,
Connecticut 06431.

(d)-(e) This statement relates to the Common Stock of the Issuer, no
par value per share. The CUSIP No. for such shares is 290846104. Such stock is
issuable upon the exercise by GE of the Warrant and the conversion of the Note
owned by GECEI.

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C),
CHECK WHETHER THE PERSON FILING IS A:

(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act

(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act

(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act

(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940

(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)

(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)

(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)

(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act

(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|

Page 6 of 13 Pages
ITEM 4. OWNERSHIP.

(a)-(c) The response of GECEI, GE Capital, GECS and GE to Items 5, 6,
7, 8, 9 and 11 of each of their respective Cover Sheets which relate to the
beneficial ownership of the Common Stock of the Issuer is incorporated herein by
reference. 282,010 of such shares are owned directly by GE and 340,984 are owned
directly by GECEI.

Each of GECS, GECEI Capital hereby expressly disclaims the beneficial
ownership of any Common Stock of the Issuer owned by GE, and each of GECS and GE
hereby expressly disclaims the beneficial ownership of any Common Stock of the
Issuer directly owned by GECEI.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

N/A

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

N/A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

N/A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

N/A

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

N/A

ITEM 10. CERTIFICATION.

(a) N/A

(b) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

Page 7 of 13 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 3, 1999

GE CAPITAL EQUITY INVESTMENTS, INC.

By: /s/ Michael E. Pralle
-------------------------------------
Name: Michael E. Pralle
Title: President

Page 8 of 13 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 3, 1999

GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Michael E. Pralle
-------------------------------------
Name: Michael E. Pralle
Title: Vice President

Page 9 of 13 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 3, 1999

GENERAL ELECTRIC CAPITAL SERVICES, INC.

By: /s/ Michael E. Pralle
-------------------------------------
Name: Michael E. Pralle
Title: Attorney in Fact

* Power of attorney, dated as of April 30, 1998, by General Electric Capital
Services, Inc., is hereby incorporated by reference to Schedule 13D for
Telescan, Inc., filed January 14, 1999 by GE Capital Equity Investments, Inc.

Page 10 of 13 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 3, 1999

GENERAL ELECTRIC COMPANY

By: /s/ Michael E. Pralle
-------------------------------------
Name: Michael E. Pralle
Title: Attorney in Fact

* Power of attorney, dated as of April 30, 1998, by General Electric Company, is
hereby incorporated by reference to Schedule 13D for Telescan, Inc., filed
January 14, 1999 by GE Capital Equity Investments, Inc.

Page 11 of 13 Pages
EXHIBIT INDEX

EXHIBIT DESCRIPTION
------- -----------

A Joint Filing Agreement, dated June 3, 1999, among GECEI,
GE Capital, GECS and GE to file joint statement on
Schedule 13G.

Page 12 of 13 Pages

Form: SC 13G

Documents

SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions