PROSPECTUS Pricing Supplement No. 1757
Dated July 12, 1993 Dated January 27, 1994
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
No. 33-58506
Dated July 12, 1993 Rule 424(b)(3)-Registration Statement
No. 33-50508
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES
(Fixed Rate, Amortizing Notes)
Series: A X B __ C __ Trade Date: January 20, 1994
Principal Amount (in Specified Currency): US$50,000,000
Settlement Date (Original Issue Date): February 3, 1994
If Specified Currency is other than U.S. dollars,
equivalent amount in U.S. dollars: N/A
Maturity Date: February 3, 1998 (subject to earlier amortization
of principal quarterly on or after February 3, 1995).
Price to Public (Issue Price): 100.00%
Agent's Discount or Commission: 0.00%
Net Proceeds to Issuer (in Specified Currency): US$50,000,000
Interest Rate:
Interest Payment Date(s):
May 3, 1994, August 3, 1994, November 3, 1994 and February
3, 1995.
Interest Rate:
5.00% per annum on a 30/360 day basis payable on the
Interest Payment Dates set forth above. No interest will
be payable for the period from and including February 3,
1995 to the Maturity Date. See "Additional Terms--
Description of the Notes--Interest" below.
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE
DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 2
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
Amortizing Notes:
Amortization Schedule: The principal amount of the Notes is
subject to amortization quarterly, in whole or in part, based on 3
Month LIBOR (as defined herein) on and after February 3, 1995 as
described under "Additional Terms--Description of Notes--Principal
Payments" below.
Form and Denominations:
X DTC Registered: The Notes will be available in book-entry
form in minimum denominations of $500,000 and will be
represented by a fully-registered global note which will be
deposited with or on behalf of The Depository Trust
Company.
__ Non-DTC Registered:
Repayment, Redemption and Acceleration:
Optional Repayment Date: N/A
Annual Redemption Percentage Reduction: N/A
Initial Redemption Date: N/A
Modified Payment Upon Acceleration: N/A
Initial Redemption Percentage: N/A
Additional Terms:
A description of the terms of the Notes is set forth under
"Description of Notes" below. Prospective investors should also
carefully read the sections entitled "Certain Investment
Considerations" and "Certain United States Federal Income Tax
Considerations" set forth below.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 3
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes
offered hereby (the "Notes") supplements, and to the extent
inconsistent therewith replaces the description of the general
terms and provisions of the Notes set forth in the accompanying
Prospectus Supplement and Prospectus dated July 12, 1993.
General
The Notes are scheduled to mature on February 3, 1998 unless the
principal amount thereof is amortized in full (as described below
under "Principal Payments") on the quarterly Principal Payment
Dates (as defined below) during the period commencing on February
3, 1995 up to and including February 3, 1998 (the "Maturity Date").
Interest
Interest on the Notes is payable quarterly, in arrears, at the
rate of 5.00% per annum on May 3, 1994, August 3, 1994, November 3,
1994 and February 3, 1995 (each an "Interest Payment Date").
During the period from February 3, 1994 to but excluding February
3, 1995, interest on the Notes will be computed on the basis of a
360 day year of twelve 30 day months.
No interest will accrue on the outstanding principal balance of
the Notes during the period commencing on February 3, 1995 up to
and including the Maturity Date.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 4
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
Principal Payments
The principal amounts of the Notes is not subject to amortization
for the period from the Original Issue Date to but excluding
February 3, 1995. Thereafter, the principal amount of the Notes is
subject to amortization in full or in part as provided below
quarterly on February 3, May 3, August 3 and November 3 of each
year commencing February 3, 1995 (each a "Principal Payment Date"),
pro rata to each person in whose name a Note is registered at the
close of business on the fifteenth day next preceding the
applicable Principal Payment Date; provided, however, that if a
Principal Payment Date falls on a day that is not a Business Day,
such Principal Payment Date will be moved to the following day that
is a Business Day.
The principal installment to be paid on each Principal Payment
Date will equal the product (rounded upward to the nearest dollar)
of (i) the Index Amortization Rate (as defined below) multiplied by
(ii) the Current Principal Balance (as defined below), provided
that if after giving effect to the principal installment determined
in accordance with the preceding clause the aggregate principal
amount of the Notes outstanding would be equal to or less than 80%
of the original principal amount of the Notes, then the principal
installment for such Principal Payment Date shall be 100% of the
aggregate outstanding principal amount of the Notes and such
Principal Payment Date shall be the Maturity Date.
For the purposes of the Notes, the following terms shall have the
following meanings:
"Current Principal Amount" means, with respect to any Principal
Payment Date, the aggregate outstanding principal amount of the
Notes on the Business Day immediately preceding such Principal
Payment Date.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 5
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
"Index Amortization Rate" means the rate, expressed as a
percentage of the Current Principal Amount of the Notes, to be
amortized on the Principal Payment Date to be determined on the
Reference Date (as defined below) immediately preceding each
Principal Payment Date in accordance with the following table:
Index
Reference Index Amortization Rate
4.750% 100.00%
5.250% 4.00%
5.750% 0.00%
"Reference Index" means 3 Month LIBOR (as defined below), as of
11:00 a.m., London time, on the second London Business Day prior to
the applicable Principal Payment Date (the "Reference Date"). If
the Reference Index for any Principal Payment Date falls between
two Reference Index amounts set forth in the table above, then the
Index Amortization Rate for that Principal Payment Date shall be
determined through straight line interpolation by reference to such
two Reference Index amounts in the above table, one of which shall
be the next smaller Reference Index in the above table and the
other of which shall be the next larger Reference Index in the
above table. All calculations shall be expressed as a percentage
calculated to five decimal places without rounding.
"3 Month LIBOR" means the rate for deposits in U.S. dollars in
the London interbank market having an index maturity of 3 months
that appears on Telerate Page 3750 (as defined below) as of 11:00
a.m., London time on the applicable Reference Date; provided that
if no such rate appears on Telerate Page 3750, then the Calculation
Agent (as defined below) will request the principal London offices
of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in U.S.
dollars for a three month period to prime banks in the London
interbank market at approximately 11:00 am., London time, on such
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 6
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
Reference Date and in a principal amount that is representative for
a single transaction in U.S. dollars in such market at such time (a
"Representative Amount"). If at least two such quotations are
provided, 3 Month LIBOR for the purpose of determining the
Reference Index, shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided, 3 Month LIBOR shall be
the arithmetic mean of the rates quoted by three major banks in The
City of New York selected by the Calculation Agent at approximately
11:00 a.m., New York City time, on such Reference Date for loans in
U.S. dollars to leading European banks, for a three month period
and in a Representative Amount; provided, however, that if the
banks selected as aforesaid by the Calculation Agent are not
providing quotes, 3 Month LIBOR for the purpose of determining the
Reference Index, will be 3 Month LIBOR in effect on such Reference
Date.
"Telerate Page 3750" means the display designated as "Page 3750"
on the Dow Jones Telerate Service (or such other page as may
replace Page 3750 on that service or such other service as may be
nominated by the British Bankers' Association as the information
vendor for the purpose of displaying British Bankers' Association
Interest Settlement Rates for U.S. dollar deposits).
"Calculation Agent" means UBS Securities Inc., acting in the
capacity of calculation agent.
CERTAIN INVESTMENT CONSIDERATIONS
An investment in the Notes being offered hereby entails
significant risks that are not associated with similar investments
in a conventional fixed-rate debt security. Prospective investors
should consult their own financial and legal advisors as to the
risks entailed by an investment in the Notes and the suitability of
the Notes in light of their particular circumstances. Investors
should also consider the tax consequences of investing in the
Notes. See "Certain U.S. Federal Income Tax Considerations" in
this Pricing Supplement.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 7
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
Investors should be aware that from and including February 3,
1995 up to the Maturity Date no interest will be payable on the
Notes. Although the principal amount of the Notes will be subject
to amortization in whole or in part on and after February 3, 1995,
prospective investors should be aware that in the event 3 Month
LIBOR is in excess of 5.75% on the Reference Date with respect to
a Principal Payment Date, none of the outstanding principal amount
of the Note will be amortized on such Principal Payment Date.
Depending on the value of 3 Month LIBOR, a holder of the Notes may
not receive any principal amount prior to February 3, 1998, which
means such holder will not have received any interest for the
period from and including February 3, 1995 to February 3, 1998.
The secondary market for the Notes will be affected by a number
of factors, independent of the creditworthiness of the Company and
the value of the 3 Month LIBOR, including, but not limited to, the
volatility of 3 Month LIBOR, the time remaining to the Maturity
Date and market interest rates. No established secondary market
exist for the Notes. Neither the Company nor the Agent referred to
below under "Plan of Distribution" can provide any assurance that
there will be secondary market liquidity with respect to the Notes.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following United States federal income tax discussion
replaces the discussion under "United States Tax Considerations",
except where specifically referenced below, in the Prospectus and
Prospectus Supplement dated July 12, 1993.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 8
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
United States Taxation
In the opinion of James M. Kalashian, General Tax Counsel of
General Electric Capital Corporation, tax counsel to the Company,
the following summary describes certain of the principal United
States federal income tax consequences of the purchase, ownership
and disposition of the Notes and is based on the laws, regulations,
rulings, and decisions now in effect (or, in the case of certain
regulations, finalized but not currently effective) all of which
are subject to change (including changes in effective dates) or
possible differing interpretations. This summary discusses only
Notes held by U.S. holders that are the original purchasers of the
Notes. It discusses Notes held as capital assets and it does not
discuss all of the tax consequences that may be relevant to a
holder in light of its particular circumstances or to holders
subject to special rules (such as tax-exempt investors, certain
financial institutions, insurance companies, dealers in securities,
foreign persons, and persons holding the Notes as part of a hedging
transaction or as part of a "straddle" for tax purposes). Persons
considering the purchase of Notes should consult their own tax
advisors concerning the application of the United States federal
income tax laws to their particular situations as well as any tax
consequences arising under the laws of any state, local or foreign
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner
of a Note that is for United States federal income tax purposes (i)
a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the
laws of the United States or of any political subdivision thereof,
(iii) an estate or trust the income of which is subject to United
States federal income taxation regardless of its source or (iv) any
other person whose income or gain in respect of a Note is
effectively connected with the conduct of a United States trade or
business.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 9
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
U.S. Holders
Under general principles of current United States federal income
tax law, payments of interest on a Note generally will be taxable
to a U.S. Holder as ordinary interest income at the time such
payments are accrued or are received (in accordance with the U.S.
Holder's regular method of tax accounting). Despite the foregoing,
nonperiodic payments of interest on a Note generally will be
treated as original issue discount and will be includible in income
by a U.S. Holder as ordinary interest as it accrues over the term
of the Note under a constant yield method, regardless of the U.S.
Holder's regular method of tax accounting (unless the Notes are
treated as short-term obligations as discussed further below).
Under these principles, payments designated as interest on the
Notes are treated as nonperiodic payments of interest because
interest payments are not made during the entire term of the Notes.
Thus, the first four payments on the Notes that are designated as
interest will be treated as original issue discount and will be
includible in income by a U.S. Holder as ordinary interest as it
accrues over the term of the Note under a constant yield method,
regardless of the U.S. Holder's regular method of tax accounting.
Under current law (subject to the discussion of the OID Regulations
below), it is not entirely clear how to determine the "term" of a
debt instrument where the debt instrument, such as the Notes, is
subject to prepayment based on future events. Solely for U.S.
federal income tax purposes, the Company intends to treat the Notes
as having a one year term and currently expects to file information
returns, if required, on that basis. There is no assurance that
the Internal Revenue Service ("IRS") will agree with the term
chosen by the Company.
It is also possible that the Notes will be treated as short-term
obligations ("Short-Term Notes") under current U.S. federal income
tax law. A Short-Term Note is an obligation which has a fixed
maturity date not more than one year from the date of issue. In
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 10
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
general, a cash method U.S. Holder of a Short-Term Note is not
required to accrue original issue discount on such Note unless the
holder elects to do so. If such an election is not made, any gain
recognized by the U.S. Holder on the sale, exchange or maturity of
the Short-Term Note will be ordinary income to the extent of the
original issue discount accrued on a straight-line basis, or upon
election, under the constant yield method (based on daily
compounding) through the date of sale or maturity, and a portion of
the deductions otherwise allowable to the holder for any interest
on borrowings allocable to the Short-Term Note will be deferred
until a corresponding amount of income is realized. U.S. Holders
who report income for U.S. federal income tax purposes under the
accrual method, and certain other holders including banks and
dealers in securities, are required to accrue original issue
discount on a Short-Term Note on a straight-line basis unless an
election is made to accrue the original issue discount under a
constant yield method (based on daily compounding).
On January 24, 1994, the IRS released Treasury regulations (the
"OID Regulations") under the original issue discount provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), which
replaced proposed regulations that were issued in December of 1992
dealing with debt instruments issued with original issue discount.
The OID Regulations, which are not retroactive, would apply to debt
instruments issued 60 days or more after the date the OID
Regulations are printed in the Federal Registrar and, therefore, by
their terms they would not apply to the Notes. Nevertheless,
because the OID Regulations represent the Treasury Department's
most recent view with respect to contingencies they are discussed
below.
The OID Regulations generally require that the yield to maturity
and, thus, the inclusion of income on a debt instrument is
determined by assuming that the payments will be made according to
the debt instrument's stated payment schedule. However, the OID
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 11
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
Regulations contain a special rule to determine the yield and
maturity of a debt instrument that provides for an alternative
payment schedule (or schedules) applicable upon the occurrence of
a contingency (or contingencies) where the timing and the amounts
of the payments that compromise each schedule are known as of the
issue date. Under the special rule, if, based upon all the facts
and circumstances as of the issue date, it is more likely than not
that the debt instrument's stated payment schedule will not occur,
then the yield to maturity of the debt instrument is computed based
on the payment schedule most likely to occur. If the contingency
actually occurs or does not occur, contrary to the assumption made
by the issuer of the debt obligation, then, solely for purposes of
the accrual of OID, the yield to maturity of the debt instrument
are redetermined by treating the debt instrument as reissued on the
date of the changed circumstances for an amount equal to its
adjusted issue price on that date. If, however, the change in
circumstances results in a substantially contemporaneous pro rata
prepayment, then the pro rata prepayment is treated as a payment of
a portion of the debt instrument, which may result in gain or loss
to the holder of such debt instrument. The payment schedule
determined by the issuer of the debt instrument is binding upon all
holders of the debt instrument. However, the issuer's
determination of the payment schedule is not binding upon a holder
that explicitly discloses that its determination of the yield and
maturity of the debt instrument is different from that of the
issuer. The disclosure must be made on a statement attached to the
holder's timely filed U.S. federal income tax return for the
taxable year that includes the acquisition of the debt instrument.
It is not entirely clear whether the Notes qualify under the
special rule in the OID Regulations if such regulations were
currently effective. In addition, it also is not clear whether the
Notes would be treated as Short-Term Notes under the OID
Regulations and taxed as discussed above.
Prospective investors are urged to consult their own tax advisors
regarding the purchase, ownership and disposition of the Notes. As
discussed above, it is not entirely clear under current law how the
Notes will be treated for certain U.S. federal income tax purposes
and, thus, the inclusion and character of the income on the Notes
may differ from that described above.
<PAGE>
(Fixed Rate, Amortizing Notes)
Page 12
Pricing Supplement No. 1757
Dated January 27, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-50508
Sale, Exchange or Retirement of the Notes
Upon the sale, exchange or retirement of a Note, a U.S. Holder
will recognize taxable gain or loss equal to the difference between
the amount realized on the sale, exchange or retirement (not
including any amount attributable to accrued but unpaid interest)
and such holder's adjusted tax basis in a Note. A U.S. Holder's
adjusted tax basis in a Note will equal the cost of the Note to
such U.S. Holder, increased by the amounts of any original discount
previously included in income by such U.S. Holder and reduced by
any payments treated as a return of principal. Gain or loss
realized on the sale, exchange or retirement of a Note will be
capital gain or loss and will be long-term capital gain or loss if
at the time of the sale, exchange or retirement the Note has been
held for more than one year.
Backup Withholding
Certain U.S. Holders may be subject to backup withholding as
described in the Prospectus Supplement dated July 12, 1993 under
"United States Tax Considerations--Backup Withholding".
PLAN OF DISTRIBUTION
UBS Securities Inc. is acting as Agent in connection with the
sale of the Notes.
