<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1994
FILE NO. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW YORK 13-1500700
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
BRUCE C. BENNETT
ASSOCIATE GENERAL COUNSEL -- TREASURY OPERATIONS AND ASSISTANT SECRETARY
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
------------------------
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES PRICE AGGREGATE REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
Guarantees, Letter of Credit Obligations, Notes or
Loan Obligations and Other Support Obligations...... $ 500,000,000 100% $ 500,000,000 $172,415
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED JANUARY 4 1994
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
GUARANTEES, LETTERS OF CREDIT, NOTES OR LOAN OBLIGATIONS
AND OTHER SUPPORT OBLIGATIONS
General Electric Capital Corporation (the 'Company') may offer from time to
time its senior, unsecured guarantees (the 'Guarantees'), direct-pay letters of
credit (the 'Letters of Credit'), indebtedness evidenced by notes or loan
obligations (the 'Notes or Loan Obligations') and such other support obligations
as the Company may be permitted by law to issue (collectively with the
Guarantees, the Letters of Credit and the Notes or Loan Obligations, the
'Support Obligations').
It is expected that the Support Obligations will be issued from time to
time by the Company in conjunction with structured finance transactions in which
the Company participates. Unless otherwise provided in the accompanying
Prospectus Supplement, the Support Obligations will not be sold separately from
the securities to which an issuance of Support Obligations relates (the
'Underlying Securities'), will not be severable from the Underlying Securities
and will not be separately traded. The Underlying Securities will be offered by
means of an offering document issued by the obligor or obligors thereunder, and
will not be offered by this Prospectus or the accompanying Prospectus
Supplement. However, this Prospectus and the accompanying Prospectus Supplement
will be delivered in conjunction with the offering document relating to the
Underlying Securities, whether at the time of initial offers and sales of the
Underlying Securities or at subsequent resales or remarketings or other
transactions in which the offering document relating to the Underlying
Securities is delivered.
The Support Obligations will be offered on terms determined at the time of
sale. The accompanying Prospectus Supplement sets forth the specific terms of
the relevant Support Obligations.
The Securities will be sold either through underwriters or dealers, through
agents designated from time to time, or directly by the Company.
This Prospectus and the accompanying Prospectus Supplement may also be used
by Kidder, Peabody & Co. Incorporated ('Kidder'), an affiliate of the Company,
in connection with offers and sales of Support Obligations related to
market-making transactions of the Underlying Securities by and through Kidder,
at negotiated prices related to prevailing market prices at the time of sale or
otherwise. Kidder may act as principal or agent in such transactions.
- ----------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
January , 1994
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and the accompanying Prospectus
Supplement in connection with the offer contained in this Prospectus and the
accompanying Prospectus Supplement and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any agent, underwriter or dealer. Neither the delivery of this Prospectus
and the accompanying Prospectus Supplement, nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the dates as of which information is given in
this Prospectus and in the accompanying Prospectus Supplement. This Prospectus
and the accompanying Prospectus Supplement do not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. This Prospectus and the accompanying Prospectus Supplement do not
constitute an offer or solicitation of any Underlying Security.
- ----------------------------------------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the '1934 Act') and in accordance therewith files reports
and other information with the Securities and Exchange Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the Regional Offices of the Commission at 500 West
Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New
York 10048 and copies can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Reports and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which certain of the Company's securities are listed.
- ----------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 27,
1993, June 26, 1993 and September 25, 1993 heretofore filed with the Securities
and Exchange Commission pursuant to the 1934 Act, to which reference is hereby
made.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered by the accompanying
Prospectus Supplement shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents.
Requests for such copies should be directed to Bruce C. Bennett, Associate
General Counsel -- Treasury Operations and Assistant Secretary, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone
No. (203) 357-4000.
- ----------------------------------------------------------
2
<PAGE>
THE COMPANY
General Electric Capital Corporation was incorporated in 1943 in the State
of New York, under the provisions of the New York Banking Law relating to
investment companies, as successor to General Electric Contracts Corporation,
formed in 1932. Until November 1987, the name of the Company was General
Electric Credit Corporation. All outstanding common stock of the Company is
owned by General Electric Capital Services, Inc., formerly known as General
Electric Financial Services, Inc. ('GE Capital Services'), which is in turn
wholly owned by General Electric Company ('GE Company'). The business of the
Company (which term, as used hereinafter under the above caption 'The Company,'
means the Company and its consolidated affiliates) originally related
principally to financing the distribution and sale of consumer and other
products of GE Company. Currently, however, the type and brand of products
financed and the financial services offered are significantly more diversified.
Substantially all of the products financed by the Company are products
manufactured by companies other than GE Company.
The Company operates in four finance industry segments and in a specialty
insurance industry segment. The Company's financing activities include a full
range of leasing, loan and equipment management services. The Company's
specialty insurance activities include providing private mortgage insurance,
financial (primarily municipal) guarantee insurance, creditor insurance,
reinsurance and, for financing customers, credit life and property and casualty
insurance. The Company is an equity investor in a retail organization and
certain other financial services organizations.
Services of the Company are offered primarily in the United States, Canada
and Europe. Computerized accounting and service centers, located in Connecticut,
Ohio, Georgia and England, provide financing offices and other service locations
with data processing, accounting, collection, reporting and other administrative
support. The Company's principal executive offices are located at 260 Long Ridge
Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000). At December
31, 1992, the Company employed approximately 23,900 persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
- ----------------------------------------- ------------------
1988 1989 1990 1991 1992 SEPTEMBER 25, 1993
- ----- ----- ----- ----- ----- ------------------
<S> <C> <C> <C> <C> <C>
1.30 1.30 1.31 1.34 1.44 1.66
</TABLE>
For purposes of computing the consolidated ratio of earnings to fixed
charges, earnings consist of net earnings adjusted for the provision for income
taxes, minority interest and fixed charges. Fixed charges consist of interest
and discount on all indebtedness and one-third of annual rentals, which the
Company believes is a reasonable approximation of the interest factor of such
rentals.
USE OF PROCEEDS
Unless otherwise provided in the Prospectus Supplement accompanying this
Prospectus, the Company will not receive any cash proceeds from the issuance of
the Support Obligations offered hereby and by the accompanying Prospectus
Supplement.
PLAN OF DISTRIBUTION
Unless otherwise provided in the Prospectus Supplement accompanying this
Prospectus, the Support Obligations will not be offered or sold separately from
the Underlying Securities to which they relate. Such Underlying Securities will
be offered and sold pursuant to a separate offering document.
3
<PAGE>
DESCRIPTION OF SUPPORT OBLIGATIONS
GENERAL
Support Obligations may include Guarantees, Letters of Credit, Notes or
Loan Obligations or such other obligations of the Company as the Company may be
permitted by law to issue that are issued in connection with, and as a means of
credit support for, any part of a fixed or contingent payment obligation of
Underlying Securities issued by third parties. Issuers of Underlying Securities
may or may not be affiliated with the Company.
The terms and conditions of any Support Obligation will be determined by
the terms and conditions of the related Underlying Securities, and may vary from
the general descriptions set forth below. Support Obligations may be created
that are of a different category than those summarized below. A complete
description of the terms and conditions of any Support Obligations issued
pursuant to this Prospectus will be set forth in the accompanying Prospectus
Supplement.
Any Support Obligations will be unsecured and will rank pari passu (equally
and ratably) with all other unsecured and unsubordinated indebtedness of the
Company. The terms of a particular Support Obligation may provide that a
different Support Obligation may be substituted therefor, upon terms and
conditions described in the applicable Prospectus Supplement, provided that such
substitution is carried out in conformity with the Securities Act of 1933 and
the rules and regulations thereunder. Each Support Obligation will be governed
by the law of the State of New York.
The Company undertakes to procure a rating with respect to any Support
Obligations offered hereby from at least one nationally recognized rating
organization (currently anticipated to be either Moody's Investors Service, Inc.
or Standard & Poor's Corporation) prior to the sale of any such Support
Obligations. The details for such rating or ratings will be contained in the
accompanying Prospectus Supplement.
If an indenture is required to be qualified with respect to any Support
Obligations pursuant to the Trust Indenture Act of 1939 and the rules and
regulations thereunder (the 'TIA') the Company will issue such Support
Obligations under one or more of the Company's indentures that are currently
qualified under the TIA or the Company will prepare and qualify an indenture
under the TIA prior to the sale of any such Support Obligations. A description
of any such indenture will be contained in the applicable Prospectus Supplement.
GUARANTEES
The Company may issue from time to time Guarantees for the benefit of
registered owners of specified Underlying Securities. Unless otherwise provided
in the applicable Prospectus Supplement, a Guarantee will include the following
terms and conditions.
A Guarantee will provide that the Company unconditionally guarantees the
due and punctual payment of the principal, interest (if any), premium (if any)
and all other amounts due under the applicable Underlying Securities when the
same shall become due and payable, whether at maturity, pursuant to mandatory or
optional prepayments, by acceleration or otherwise, in each case after any
applicable grace periods or notice requirements, according to the terms of the
applicable Underlying Securities. Any Guarantee shall be unconditional
irrespective of the validity or enforceability of the applicable Underlying
Security, any change or amendment thereto or any other circumstances that may
otherwise constitute a legal or equitable discharge or defense of a guarantor.
However, the Company will not waive presentment or demand of payment or notice
with respect to the applicable Underlying Security unless otherwise provided in
the accompanying Prospectus Supplement.
The Company shall be subrogated to all rights of the issuer of the
applicable Underlying Securities in respect of any amounts paid by the Company
pursuant to the provisions of a Guarantee. The Guarantee shall continue to be
effective or reinstated, as the case may be, if at any time any payment made by
the issuer of the applicable Underlying Security is rescinded or must otherwise
be returned upon the insolvency, bankruptcy or reorganization of the Company,
the issuer of the applicable Underlying Security or otherwise.
4
<PAGE>
LETTERS OF CREDIT
The Company may issue from time to time direct-pay Letters of Credit
relating to specified Underlying Securities. Unless otherwise provided in the
applicable Prospectus Supplement, a Letter of Credit shall include the following
terms and conditions.
Any Letter of Credit will be a direct-pay obligation of the Company issued
for the account of the registered owners of the applicable Underlying Securities
or, in certain cases, an agent acting on behalf of the issuer of the applicable
Underlying Securities or a trustee acting on behalf of such registered owners.
The Letter of Credit will be issued in an amount that corresponds to principal
and, if applicable, interest and other payments payable with respect to the
applicable Underlying Securities. Drawings under the Letter of Credit will
reduce the amount available under the Letter of Credit, but drawings of a
recurring nature (such as interest) will automatically be reinstated following
the date of such payment provided such Letter of Credit has not otherwise
expired.
The Letter of Credit will expire at a date and time specified in the
accompanying Prospectus Supplement, and will also expire upon the earlier
occurrence of certain events, as described in the accompanying Prospectus
Supplement.
NOTES OR LOAN OBLIGATIONS
The Company may incur indebtedness from time to time to the issuer of
Underlying Securities, such indebtedness to be evidenced by promissory notes
('Notes') or by loan agreements or other evidences of indebtedness ('Loan
Obligations'). The purpose of incurring such indebtedness and issuing any such
Note or Loan Obligation will be to enable the Company, directly or indirectly,
to provide credit support to the applicable Underlying Securities by means of
the Company's repayment obligation as evidenced by the Note or Loan Obligation.
The Notes or Loan Obligations will provide that only the issuer of the
Underlying Securities to which such Notes or Loan Obligations relate will be
entitled to enforce such Notes or Loan Obligations against the Company. Holders
of the relevant Underlying Securities will not have any third party beneficiary
or other rights under, or be entitled to enforce, the relevant Notes or Loan
Obligations. The terms and provisions of any such Note or Loan Obligation,
including principal amount, provisions or interest and premium, if applicable,
maturity, prepayment provisions, if any, and identity of obligee, will be
described in the applicable Prospectus Supplement.
OTHER
The Company may issue from time to time Support Obligations in such other
forms as the Company may be permitted by law to issue. The terms and provisions
of any such Support Obligation will be described in the applicable Prospectus
Supplement.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the Support Obligations will be
passed upon for the Company by one of Burton J. Kloster, Jr., a director and
Senior Vice President, General Counsel and Secretary of the Company or Bruce C.
Bennett, Associate General Counsel -- Treasury Operations and Assistant
Secretary of the Company. Messrs. Kloster and Bennett, together with members of
their families, own, have options to purchase and have other interests in shares
of common stock of GE Company.
EXPERTS
The financial statements and schedules of General Electric Capital
Corporation and consolidated affiliates as of December 31, 1992 and 1991 and for
each of the years in the three-year period ended December 31, 1992, appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1992,
incorporated by reference herein, have been incorporated herein in reliance upon
the report of KPMG Peat Marwick, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement....................................................... $172,415
Accounting Fees and Expenses................................................................ 28,000*
Blue Sky Filing and Counsel Fees............................................................ 20,000*
Printing and Engraving Fees................................................................. 20,000*
Miscellaneous............................................................................... 2,000
--------
Total............................................................................. $242,415
--------
--------
</TABLE>
- ------------
* Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 7018-7022 of the New York Banking Law the Company may or
shall, subject to various exceptions and limitations, indemnify its directors or
officers as follows:
a. If a director or officer is made or threatened to be made a party
to an action by or in the right of the Company to procure a judgement in
its favor, by reason of the fact that he is or was a director or officer of
the Company or is or was serving at the request of the Company as a
director or officer of some other enterprise (including an employee benefit
plan), the Company may indemnify him against amounts paid in settlement and
reasonable expenses, including attorney's fees, incurred in the defense or
settlement of such action or an appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in
(or, in the case of service for any other enterprise, not opposed to) the
best interests of the Company, except that no indemnification is available
under such statutory provisions in respect of a threatened action or a
pending action which is settled or otherwise disposed of, or any claim or
issue or matter as to which such person is found liable to the Company,
unless in each such case a court determines that such person is fairly and
reasonably entitled to indemnity for such amount as the court deems proper.
b. With respect to any action or proceeding other than one by or in
the right of the Company to procure a judgment in its favor, if a director
or officer is made or threatened to be made a party by reason of the fact
that he was director or officer of the Company, or served some other
enterprise (including an employee benefit plan) at the request of the
Company, the Company may indemnify him against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorney's fees
incurred as a result of such action or proceeding, or an appeal therein, if
he acted in good faith for a purpose which he reasonably believed to be in
(or, in the case of service for any other enterprise, not opposed to) the
best interests of the Company and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.
c. A director or officer that has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of
the character described in subparagraphs a or b above, shall be entitled to
indemnification as authorized in such paragraphs.
The foregoing statement is subject to the detailed provisions of Sections
7018-7022 of the New York Banking Law.
The indemnification and advancement of expenses granted pursuant to the New
York Banking Law, as summarized in the foregoing paragraph, are not exclusive of
any other rights to indemnification or advancement of expenses to which a
directory or officer may be entitled, provided that no indemnification may be
made if a judgment adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause so adjusted, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled. The By-Laws of the Company provide that directors and officers of the
Company shall be indemnified to the fullest extent permitted by law in
connection with any actual or threatened action or proceeding (including civil,
criminal, administrative or investigative proceedings) arising out of
II-1
<PAGE>
their service to the Company or to another organization at the Company's
request. Persons who are not directors or officers of the Company may be
similarly indemnified in respect of such service to the extent authorized at any
time by the Board of Directors.
Any indemnification arrangements made in connection with the distribution
of any Support Obligations will be described in the applicable Underwriting
Agreement or similar instrument governing such distribution which will be filed
as an amendment to this Registration Statement.
The directors of the Company are insured under officers and directors
liability insurance policies purchased by GE Company. The directors, officers
and employees of the Company are also insured against fiduciary liabilities
under the Employee Retirement Income Security Act 1974.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------------------------
<S> <C>
5 -- Opinion and consent of Bruce C. Bennett, Associate General Counsel -- Treasury Operations and
Assistant Secretary of the Company.
12 -- Computation of ratio of earnings to fixed charges.
23 -- Consent of KPMG Peat Marwick.
Consent of Bruce C. Bennett (included in his opinion referred to in Exhibit 5 above).
24 -- Power of Attorney.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) To remove from registration by means
of post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering; (4) That, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successfully defense of any action, suit or
proceeding) is asserted by such director, officer of controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Capital Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 30th day of December, 1993.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ JAMES A. PARKE
...................................
(JAMES A. PARKE
SENIOR VICE PRESIDENT, FINANCE)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Chairman of the Board, President and Chief December 30, 1993
......................................... Executive Officer (Principal Executive
(GARY C. WENDT) Officer)
/S/ JAMES A. PARKE Senior Vice President, Finance and Director December 30, 1993
......................................... (Principal Financial and Accounting
(JAMES A. PARKE) Officer)
* Senior Vice President -- Corporate Treasury
......................................... and Global Funding Operation
(JEFFREY S. WERNER)
* Director
.........................................
(N.D.T. ANDREWS)
* Director
.........................................
(JAMES R. BUNT)
Director
.........................................
(MICHAEL A. CARPENTER)
* Director December 30, 1993
.........................................
(DENNIS D. DAMMERMAN)
Director
.........................................
(PAOLO FRESCO)
* Director
.........................................
(BENJAMIN W. HEINEMAN, JR.)
* Director
.........................................
(BURTON J. KLOSTER, JR.)
* Director
.........................................
(HUGH J. MURPHY)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Director
.........................................
(DENIS J. NAYDEN)
* Director
.........................................
(JOHN M. SAMUELS)
* Director December 30, 1993
.........................................
(EDWARD D. STEWART)
* Director
.........................................
(JOHN F. WELCH, JR.)
* By: /s/ JAMES A. PARKE
.........................................
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ---------------------------------------------------------------------------------------------------- ----
<S> <C> <C>
5 -- Opinion and Consent of Bruce C. Bennett, Associate General Counsel -- Treasury Operations and
Assistant Secretary of the Company................................................................
12 -- Computation of ratio of earnings to fixed charges................................................
23 -- Consent of KPMG Peat Marwick.....................................................................
24 -- Power of Attorney................................................................................
</TABLE>
<PAGE>
EXHIBIT 5
December 30, 1993
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 being filed by
General Electric Capital Corporation (the 'Company') with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, for the
registration of $500,000,000 aggregate principal amount of the Company's
guarantees, letters of credit, notes and other loan obligations and other credit
support obligations (collectively, the 'Credit Support Obligations'), to be
issued from time to time.
In my opinion, when the issuance of the Credit Support Obligations and
approval of the final terms thereof have been duly authorized by appropriate
corporate action and the Credit Support Obligations have been duly executed,
authenticated and delivered against payment therefor, subject to the final terms
of the Credit Support Obligations being in compliance with then applicable law,
the Credit Support Obligations will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and by general equitable principles (regardless of whether the
issue of enforceability is considered in a proceeding in equity or at law).
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to myself under the caption 'Legal
Opinions' in the Registration Statement.
Very truly years,
/s/ Bruce C. Bennett
Bruce C. Bennett
<PAGE>
EXHIBIT 12
GENERAL ELECTRIC CAPITAL CORPORATION
AND CONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 25, ----------------------------------------------
1993 1992 1991 1990 1989 1988
------------- ------ ------ ------ ------ ------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net earnings..................................... $ 1,104 $1,251 $1,125 $1,021 $ 859 $ 617
Provision for income taxes....................... 573 415 362 350 303 251
Minority interest................................ 83 14 (7) 4 9 6
------------- ------ ------ ------ ------ ------
Earnings before income taxes and minority
interest....................................... 1,760 1,680 1,480 1,375 1,171 874
------------- ------ ------ ------ ------ ------
Fixed charges:
Interest and discount....................... 2,547 3,713 4,280 4,334 3,816 2,814
One-third of rentals........................ 104 90 34 33 25 21
------------- ------ ------ ------ ------ ------
Total fixed charges.............................. 2,651 3,803 4,314 4,367 3,841 2,835
------------- ------ ------ ------ ------ ------
Less interest capitalized, net of amortization... 2 6 7 19 11 15
------------- ------ ------ ------ ------ ------
Earnings before income taxes and minority
interest plus fixed charges.................... $ 4,409 $5,477 $5,787 $5,723 $5,001 $3,694
------------- ------ ------ ------ ------ ------
------------- ------ ------ ------ ------ ------
Ratio of earnings to fixed charges............... 1.66 1.44 1.34 1.31 1.30 1.30
------------- ------ ------ ------ ------ ------
------------- ------ ------ ------ ------ ------
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3, of our report dated February 12, 1993 relating to the financial
statements and schedules of the Company and consolidated affiliates as of
December 31, 1992 and 1991 and for each of the years in the three-year period
ended December 31, 1992 appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1992.
We further consent to the reference to our firm under Experts in the
Prospectus.
KPMG PEAT MARWICK
Stamford, Connecticut
January 3, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being
directors and/or officers of General Electric Capital Corporation, a New York
corporation (the 'Corporation'), hereby constitutes and appoints Gary C. Wendt,
James A. Parke, Jeffrey S. Werner and Burton J. Kloster, Jr., and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead in any and all
capacities, to execute in the name of each such person and to file (i) a
Registration Statement of the Corporation on Form S-3, under the Securities Act
of 1933, as amended (the '1933 Act'), with respect to $500,000,000 of Credit
Support Obligations and (ii) any and all amendments and post-effective
amendments to such Registration Statement as such person or persons executing
the same pursuant to this Power of Attorney may approve.
This Power of Attorney may be signed in any number of counterparts, each of
which shall constitute an original and all of which, taken together, shall
constitute one Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this
23rd day of November, 1993.
<TABLE>
<CAPTION>
<S> <C>
GARY C. WENDT JAMES A. PARKE
....................................................... ........................................................
GARY C. WENDT, JAMES A. PARKE,
Chairman of the Board, President and Chief Executive Senior Vice President, Finance and Director
Officer (Principal Financial and Accounting Officer)
(Principal Executive Officer)
JEFFREY S. WERNER N.D.T. ANDREWS
....................................................... ........................................................
JEFFREY S. WERNER, N.D.T. ANDREWS
Senior Vice President -- Corporate Treasury and Global Director
Funding Operation
JAMES R. BUNT BURTON J. KLOSTER, JR.
....................................................... ........................................................
JAMES R. BUNT, BURTON J. KLOSTER, JR.,
DIRECTOR Director
DENIS J. NAYDEN
....................................................... ........................................................
MICHAEL A. CARPENTER, DENIS J. NAYDEN,
Director Director
DENNIS D. DAMMERMAN JOHN M. SAMUELS
....................................................... ........................................................
DENNIS D. DAMMERMAN, JOHN M. SAMUELS,
Director Director
EDWARD D. STEWART
....................................................... ........................................................
PAOLO FRESCO EDWARD D. STEWART,
Director Director
BENJAMIN W. HEINEMAN, JR. JOHN F. WELCH, JR.
....................................................... ........................................................
BENJAMIN W. HEINEMAN, JR. JOHN F. WELCH, JR.,
Director Director
HUGH J. MURPHY
.......................................................
HUGH J. MURPHY
Director
</TABLE>
