(FORTUNE Magazine) – General Electric's proposed acquisition of RCA for $6.28 billion -- the largest non-oil merger ever -- unites two companies that have rebounded strongly after several disappointing years. Thornton Bradshaw, 68, became chairman of RCA in 1981, a year in which the corporation lost $27.2 million. NBC, its broadcasting network, was dead last in the television ratings. Today NBC is the top-rated network. RCA's 1984 profit was $341 million, and with the GE offer of $66.50 a share, RCA's stock price has tripled during Bradshaw's tenure. For GE's Jack Welch, 50, the merger is a milestone in a long campaign to revamp his company. The reunion of GE and RCA -- GE was among a consortium of companies that started RCA in 1919 and pulled out in 1933 after a federal court ruling -- creates a $38-billion-a-year giant that would rank seventh on the FORTUNE 500, just behind IBM. Both are defense contractors; both have interests in communications and electronics. But there is surprisingly little head-to-head competition between the two. ''They fit beautifully,'' says Mark Hassenberg, an analyst with the Wall Street firm of Donaldson Lufkin & Jenrette. ''It's amazing that there is so little overlap. They complement each other, rather than oppose. In defense, for example, GE makes radar and jet engines, while RCA focuses on communications and electronics.'' GE may have picked up a bargain. Wall Street estimates of RCA's real worth range anywhere from $70 to $90 a share. The acquisition is the broadest but certainly not the last brushstroke on the corporate redesign that Welch began when he became chief executive in 1981. Under his stewardship GE's revenues have grown slowly, but earnings have increased nearly 11% a year, and return on equity has held steady at about 18%, well above the industry average. A tough-minded, sometimes controversial manager, Welch has trimmed staff, eliminated layers of management, shut down unproductive factories, and spent $2.5 billion to automate the plants that remained. Above all Welch has moved the company away from smokestack manufacturing and into services and high-technology industries. Since 1981, Welch has sold 150 of GE's operations for a total of $5 billion. The biggest chunk: Utah International, a mining business he peddled to Broken Hill Proprietary of Australia for $2.4 billion. Welch will probably run RCA much as he has GE -- cutting costs, streamlining management, moving out of low-growth businesses. Coincidentally, he will have a reunion with Robert Frederick. He beat out Frederick for the top job at GE, and his old colleague left to become president of RCA and Bradshaw's possible heir apparent. Welch is unlikely to tinker with NBC's news and entertainment divisions, though he will want to know why the industry's highest ratings translate into its lowest profits. Despite its size, the deal faces few hurdles in Washington. The Federal Communications Commission is unlikely to balk at transferring NBC's television licenses, and will probably even allow GE to retain its television station in Denver; it's the NBC affiliate in the area. Nor should there be any antitrust problems. Either the Justice Department or the Federal Trade Commission must approve the merger, but the Reagan Administration judges prospective mergers less on size than on the merged company's ability to compete, particularly in international markets. On that point, Welch has been careful to emphasize that the new, expanded GE would be better able to knock heads with the likes of Japan's Matsushita and West Germany's Siemens. Said he: ''The strength we gain from a relatively invulnerable position in broadcasting and some other areas will enable us to be a stronger global competitor.''

CHART: TRANSACTION PRICE COMBINED REVENUES in billions in billions Texaco acquires Getty (1984) $10.1 $46.6 Chevron acquires Gulf (1984) $13.2 $38.8 GE acquires RCA (pending) $6.3 $37.5 Du Pont acquires Conoco (1981) $7.2 $34.2 Philip Morris acquires General Foods (1985) $5.6 $19.2