PROSPECTUS Pricing Supplement No. 1996
Dated April 1, 1994 Dated August 26, 1994
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
No. 33-54009
Dated April 1, 1994 Rule 424(b)(3)-Registration Statement
No. 33-54011
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES
(Floating Rate Notes)
Series: A X B __ C __ Trade Date: August 26, 1994
Principal Amount (in Specified Currency): US$15,000,000
Settlement Date (Original Issue Date): September 8, 1994
Price to Public (Issue Price): 100.000%
Maturity Date: September 1, 2054 (subject to earlier redemption or
repayment as described under "Additional Terms--Redemption
of the Notes" and Additional Terms--Repayment at Option of
Holder", respectively).
Agent's Discount or Commission: 1.000%
Net Proceeds to Issuer: US$14,850,000
Interest
Interest on the Notes is payable semiannually in arrears on each
March 1 and September 1, commencing March 1, 1995 (each such date,
an "Interest Payment Date"). The rate of interest payable on each
Note is a variable rate, which shall be based on the Commercial
Paper Rate (as defined herein) plus or minus a Spread (as defined
herein) which may be adjusted depending upon the commercial paper
rating of the Company on each Interest Determination Date with
respect to each monthly Accrual Period (as define herein). Interest
on the Notes will reset monthly on the first day of each month,
commencing October 1, 1994 (each an "Interest Reset Date"). The
interest rate applicable to the first Accrual Period commencing on
the Original Issue Date shall be determined two Business Days prior
the Original Issue date set forth above. See "Additional Terms--
Interest" herein.
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>
(Floating Rate Notes)
Page 2
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
Repayment, Redemption and Acceleration
The Notes are redeemable at the option of the Company, in whole
or in part, at any time on and after September 1, 2024 (the
"Initial Redemption Date") at 105.00% of the principal amount
thereof through September 1, 2034 and thereafter at the decreasing
prices set forth herein, together in each case with interest to the
date of redemption. See "Additional Terms--Redemption of the
Notes. In addition, the Notes will be repayable at the option of
the holder, on September 1, 2004 at 99.39% of their principal
amount and on each third anniversary thereafter at the increasing
prices set forth herein, together in each case with interest to the
date of repayment. See "Additional Terms--Repayment at Option of
Holder".
Form of Notes (Series A only):
X DTC registered
__ non-DTC registered
Additional Terms.
General.
The following description of the terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith
replaces, insofar as such description relates to the Notes, the
description of the general terms and provisions of the Notes set
forth in the accompanying Prospectus and Prospectus Supplement,
each dated April 1, 1994.
Interest.
The Notes will bear interest from September 8, 1994 (the
"Original Issue Date") and will be payable semi-annually on March
1 and September 1 of each year, commencing March 1, 1995 (each such
date, an "Interest Payment Date"). "Interest Period" shall mean
each period beginning on the Original Issue Date or an Interest
Payment Date up to but excluding the next succeeding Interest
Payment Date.
<PAGE>
(Floating Rate Notes)
Page 3
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
The Notes will bear interest for each Interest Period at a
variable rate per annum based on the Commercial Paper Rate (as
defined below) for each Accrual Period (as defined below) within
such Interest Period, as adjusted by the applicable Spread (as
defined below), if any. The "Accrual Period" shall be the period
beginning on and including the Original Issue Date and ending on
and including September 30, 1994, and thereafter each successive
one-month period beginning on and including the first of each month
and ending on and including the day preceding the next Accrual
Period, whether or not such day is a Business Day. Interest during
each accrual Period will accrue at the Commercial Paper Rate,
adjusted by the applicable Spread, if any, for such Accrual Period
on the outstanding principal amount of the Notes and on the sum of
the amounts of interest for each of the previous Accrual Period
within an Interest Period.
The Commercial Paper Rate for each Accrual Period within each
Interest Period will be determined by the Calculation Agent in
accordance with the following provisions.
The "Commercial Paper Rate" for each Accrual Period within each
Interest Period shall be the Bond Equivalent Yield (calculated as
described below) of the per annum rate on the Interest
Determination Date for such Accrual Period for commercial paper
having a 30-day maturity placed for issuers whose bond rating is
"AA", or the equivalent, from a nationally recognized rating agency
as such rate is published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication of the Board of Governors of
the Federal Reserve System ("H.15(519)"), under the heading
"Commercial Paper". In the event that such rate is not published
by 3:00 P.M., New York City time, on the Calculation Date with
respect to such Interest Determination Date, then the Commercial
Paper Rate for such Accrual Period shall be the Bond Equivalent
Yield of the rate on that Interest Determination Date for
commercial paper having a 30-day maturity placed for issuers whose
bond rating is "AA", or the equivalent, from a nationally
recognized rating agency as such rate is published by the Federal
Reserve Bank of New York in its daily statistical release,
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
<PAGE>
(Floating Rate Notes)
Page 4
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
("Composite Quotations") under the heading "Commercial Paper". If
by 3:00 P.M., New York City time, on such Calculation Date, such
rate is not yet published either in H.15(519) or in Composite
Quotations, the Commercial Paper Rate for such Accrual Period shall
be the Bond Equivalent Yield of the arithmetic mean of the offered
rates for commercial paper having a 30-day maturity placed for
issuers whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency as of 11:00 A.M., New York City
time, on that Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent. If fewer than three such offered rates are
available, the Commercial Paper Rate for such Accrual Period will
be equal to the offered rate for U.S. dollar deposits having a
maturity of one month which appears on the Reuters Screen ISDA Page
as of 11:00 A.M., London time, on such Interest Determination Date,
less 25/100ths of 1%. If such offered rate does not appear, the
Commercial Paper Rate for such Accrual Period will be equal to the
arithmetic mean, as calculated by the Calculation Agent, of the
offered rates for U.S. dollar deposits having a maturity of one
month which appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on such Interest Determination Date, less
25/100ths of 1%. If fewer than two such offered rates appear, the
Commercial Paper Rate for such Accrual Period will be determined on
the basis of the rates at which deposits in U.S. dollars having a
maturity of one month 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, are offered at
approximately 11:00 A.M., London time, on that Interest
Determination Date by four major banks in the London interbank
market selected by the Calculation Agent (the "Reference Banks") to
prime banks in the London interbank market. The Calculation Agent
will request the principal London office of each of such Reference
Banks to provide a quotation of its rates. If at least two such
quotations are provided, the Commercial Paper Rate for such Accrual
Period shall be the arithmetic mean of such quotations, less
25/100ths of 1%. If fewer than two quotations are provided, the
Commercial Paper Rate for such Accrual Period shall be the
arithmetic mean of the rates quoted at approximately 11:00 A.M.,
New York City time, on that Interest Determination Date by three
major banks in The City of New York selected by the Calculation
Agent for such Accrual Period for loans in U.S. dollars to leading
<PAGE>
(Floating Rate Notes)
Page 5
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
European banks, having a maturity of one month 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, less 25/100ths of 1%; provided, however, that if the banks in
The City of New York selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial Paper
Rate for such Accrual Period shall, subject to the next succeeding
paragraph, be the Commercial Paper Rate in effect for the
immediately preceding Accrual Period.
In the event that none of the foregoing sources of rates are
available for a period of six consecutive Accrual Periods, the
Calculation Agent shall select (i) an index for interest rates and
alternatives for such index which are comparable to indices for
commercial paper having a 30-day maturity placed for issuers whose
bond rating is "AA" or indices for U.S. dollar deposits having a
maturity of one month and (ii) an appropriate source or sources for
such index and alternative indices. Upon notice of such selection
given by the Company or, at the Company's request, the Trustee, to
the holders of the Notes, such index, alternative indices and the
sources therefor shall be used for determining the Commercial Paper
Rate for each succeeding Accrual Period until such indices or
sources therefor are no long available, in which case the
procedures set forth in this paragraph shall again be followed.
The "Interest Determination Date" for each Accrual Period within
each Interest Period shall be the second Business Day next
preceding such Accrual Period. The "Calculation Date" with respect
to an Interest Determination Date shall be the tenth Business Day
after such Interest Determination Date.
The "Bond Equivalent Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Bond Equivalent Yield = D X N X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper (as
determined above), quoted on a bank discount basis and expressed as
a decimal; "N" refers to 365 (or 366 in the case of an Accrual
Period that commence on February 1 in a leap year); and "M" refers
to the actual number of days in the Accrual Period for which
interest is being calculated.
<PAGE>
(Floating Rate Notes)
Page 6
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
"Reuters Screen ISDA Page" shall mean the display designated as
page "ISDA" on the Reuters Monitor Money Rates Service ("Reuters")
(or such other page as may replace the ISDA page on that service
for the purpose of displaying London interbank offered rates of
major banks).
"Reuters Screen LIBO Page" shall mean the display designated as
page "LIBO" on Reuters (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank
offered rates of major banks).
The "Spread" for each Accrual Period shall be plus or minus a
percentage based on the prevailing rating of the Company's
commercial paper (the "Company's Commercial Paper") in effect at
the close of business on the Interest Determination Date for such
Accrual Period. The applicable Spread, based on the prevailing
rating of the Company's Commercial Paper, for an Accrual Period
within an Interest Period will be as follows:
Prevailing Rating Spread
A-1+/P-1 minus 0.30%
A-1/P-1 or above minus 0.20%
A-2/P-2 or above plus 0.00%
A-3/P-3 or above plus 0.15%
Below A-3/P-3 plus 0.40%
For the purposes of this definition, the "prevailing rating" of
the Company's Commercial Paper shall be (i) A-1+/P-1, if the Notes
have a rating of A-1+ by Standard & Poor's Company or its successor
("S&P") and P-1 by Moody's Investors Services, Inc. or its
successor ("Moody's") or the equivalent of such ratings by S&P or
Moody's or by a substitute rating agency or substitute rating
agencies selected as provided below, (ii) if not A-1+/P-1, then A-
1/P-1, if the Notes have a rating of A-1 or better by S&P and P-1
or better by Moody's or the equivalent of such ratings by S&P or
Moody's or by a substitute rating agency or substitute rating
agencies selected as provided below, (iii) if not A-1+/P-1 or A-
1/P-1, then A-2/P-2, if the Notes have a rating of A-2 or better by
S&P and P-2 or better by Moody's or the equivalent of such ratings
<PAGE>
(Floating Rate Notes)
Page 7
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
by S&P or Moody's or by a substitute rating agency or substitute
rating agencies selected as provided below, (iv) if not A-1+/P-1,
A-1/P-1 or A-2/P-2, then A-3/P-3, if the Notes have a rating of A-3
or better by S&P or P-3 or better by Moody's or the equivalent of
such rating by S&P or Moody's or by a substitute rating agency or
substitute rating agencies selected as provided below, and (v) if
not A-1+/P-1, A-1/P-1, A-2/P-2 or A-3/P-3, then Below A-3/P-3. If
S&P or Moody's or both shall not make such a rating available, the
Calculation Agent shall select a nationally recognized securities
rating agency or two nationally recognized securities rating
agencies to act as a substitute rating agency or substitute rating
agencies, as the case may be.
Interest on the Notes will be computed and paid on the basis of
a 360-day year of twelve 30-day months. Interest on the Notes will
be equal to the sum of interest amounts for each Accrual Period
within that Interest Period. Interest for an Accrual Period will
be calculated in accordance with the following formula:
Interest for Accrual Period = APA X (CPR + Spread) X T/360
where, "APA" refers to adjusted principal amount and means (i) in
respect of the first Accrual Period in an Interest Period, the
principal amount of a Note and (ii) in respect of each succeeding
Accrual Period in the Interest Period, an amount equal to the sum
of (x) the principal amount of such Note and (y) the sum of the
amounts of interest for each of the previous Accrual Periods in
such Interest Period; "CPR" refers to and means the applicable
Commercial Paper Rate for such Accrual Period; "Spread" refers to
and means the applicable Spread for such Accrual Period expressed
as a negative or positive percentage, as the case may be, and "T"
refers to and means [23] with respect to the Accrual Period
beginning on the Issue Date and means 30 for subsequent Accrual
Periods.
The interest rate on the Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
<PAGE>
(Floating Rate Notes)
Page 8
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
The Calculation Agent will, upon the request of the holder of any
Note, provide the interest rate then in effect. The Calculation
Agent is Kidder, Peabody & Co. Incorporated. All calculations made
by the Calculation Agent in the absence of manifest error shall be
conclusive for all purposes and binding on the Company and the
holders of the Notes. The Company may appoint a successor
Calculation Agent with the written consent of the Trustee, which
consent shall not be unreasonably withheld.
Redemption of the Notes.
The Notes may not be redeemed prior to September 1, 2024. On that
date and thereafter the Notes may be redeemed, at the option of the
Company, in whole or in part, at the redemption prices (in each
case expressed as a percentage of the principal amount) set forth
in the following table, together in each case with interest accrued
to the date fixed for redemption (subject to the right of the
registered holder on the record date for an interest payment
becoming due on or prior to such date fixed for redemption to
receive such interest):
If Redeeming During
12 Month Period Redemption
Ending August 31, Price
2025-2034 105.00%
2035 104.50%
2036 104.00%
2037 103.50%
2038 103.00%
2039 102.50%
2040 102.00%
2041 101.50%
2042 101.00%
2043 100.50%
2044-2054 100.00%
<PAGE>
(Floating Rate Notes)
Page 9
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
In the event of any redemption of less than all the outstanding
Notes, the particular Notes (or portions thereof in integral
multiples of $1,000) to be redeemed will be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
Notice of redemption shall be provided at least 30 and not more
than 60 calendar days prior to the date fixed for redemption as
described under "DESCRIPTION OF NOTES--Optional Redemption" in the
accompanying Prospectus Supplement.
Repayment at Option of Holder.
Any Note will be repayable at the option of the holder thereof,
upon written notice as provided in the Note, on the Interest
Payment Dates and at the repayment prices (in each case expressed
as a percentage of the principal amount) set forth in the following
table, together in each case with interest accrued to the date of
repayment (subject to the right of the registered holder on the
record date for an interest payment becoming due on or prior to
such date of repayment to receive such interest):
Repayment Repayment
Date Price
Sept. 1, 2004 99.39%
Sept. 1, 2007 99.60%
Sept. 1, 2010 99.87%
Sept. 1, 2013 and on
each third anniversary
thereafter until maturity 100.00%
In order for a Note to be repaid, the Paying Agent must receive
Notice at least 30 but not more than 60 calendar days prior to the
optional repayment date as described under "DESCRIPTION OF NOTES--
Repayment at the Noteholders' Option; Repurchase" in the
accompanying Prospectus Supplement.
<PAGE>
(Floating Rate Notes)
Page 10
Pricing Supplement No. 1996
Dated August 26, 1994
Rule 424(b)(3)-Registration Statement
No. 33-54009
Rule 424(b)(3)-Registration Statement
No. 33-54011
Certain United States Tax Considerations.
The treatment of the Notes in the hands of a purchaser under
federal, state and local tax laws depends upon many factors. Under
Treasury Regulations, the Notes may be deemed to be issued with
original issue discount or contingent interest for federal income
tax purposes because it is not entirely clear whether the Notes
fall within the definition of a variable rate debt instrument. If
the Notes are deemed to be issued with original issue discount or
contingent interest, a cash basis holders of the Notes would be
required to accrue such original issue discount or contingent
interest into income before the receipt of cash attributable to
such income. The Company does not intend to treat the Note as
issues with original issue discount or contingent interest in the
absence of a clarification or change in law. Prospective
purchasers of Notes are advised to consult their own tax advisors
with respect to tax matters relating to the Notes.
Plan of Distribution.
Kidder, Peabody & Co. Incorporated (the "Underwriter") is
purchasing the Notes from the Company pursuant to a Terms
Agreement, dated August 26, 1994, executed under the Company's
Amended and Restated U.S. Distribution Agreement, dated August 31,
1993, as amended, at the Issue Price of 100.00% of the aggregate
principal amount of the Notes less an underwriting discount equal
to 1.00%.
The Company has agreed to indemnify the Underwriter against and
contribute toward certain liabilities, including liability under
the Securities Act of 1933, as amended.
