<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1994
FILE NO. 33-
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- --------------------------------------------------------------------------------
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 registrant 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 the effective date of 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, please check the following box. /X/
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE(1)
<S> <C> <C> <C> <C>
Debt Securities.................................... $7,500,000,000 (1) (1) $100
<FN>
(1) This Registration Statement pertains to offers and sales of previously
registered debt securities of General Electric Capital Corporation (the
"Debt Securities") related to market-making transactions by and through
Kidder, Peabody & Co. Incorporated and Kidder, Peabody International PLC,
each an affiliate of the Registrant. Since registration fees with respect
to the Debt Securities were paid previously in connection with the
registration of the initial offerings of the Debt Securities to the public,
the amount of the registration fee payable with respect to this
registration is the minimum fee of $100.
</TABLE>
---------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH
RESALES OF DEBT SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENTS NO.
33-54011 AND NO. 33-50899 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND
DECLARED EFFECTIVE ON JUNE 30, 1994 AND NOVEMBER 19, 1993, RESPECTIVELY.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers resales by Kidder, Peabody & Co.
Incorporated and Kidder, Peabody International PLC (collectively "Kidder") of
certain debt securities registered concurrently herewith by the Registrant under
the Securities Act of 1933 pursuant to Registration Statement No. 33- (the
"Companion Registration Statement") under Rule 415 for future primary offering
and sale.
The prospectus material filed as a part of this Registration Statement
consists of the following:
(1) A prospectus entitled "Certain Debt Securities," which may be used, as
supplemented by a prospectus supplement relating to resales by Kidder, in
connection with any such resales of any of the above-described debt securities
that are initially offered and sold by or on behalf of the Registrant after the
effective date of this Registration Statement, other than under the Registrant's
Global Medium-Term Note program.
(2) A prospectus entitled "Debt Securities" and "Warrants to Purchase Debt
Securities." In the case of primary sales of securities registered pursuant to
the Companion Registration Statement, a pricing supplement identifying the
specific securities involved will be delivered to the purchasers thereof. Such
pricing supplement will be simultaneously filed by the Registrant pursuant to
Rule 424 with respect to the Companion Registration Statement and also with
respect to this Registration Statement. The Rule 424 filing with respect to this
Registration Statement will cover any subsequent resales of such securities by
Kidder; pricing supplements relating thereto will not be re-filed pursuant to
Rule 424 at the time of any such resales.
<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.
<PAGE>
SUBJECT TO COMPLETION DATED AUGUST 24, 1994
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
CERTAIN DEBT SECURITIES
General Electric Capital Corporation (the "Company") has issued the
following debt securities of which the indicated aggregate principal amounts are
outstanding:
$250,000,000 of 8.60% Notes due November 15, 1994
$250,000,000 8 1/4% Notes due January 14, 1995
$200,000,000 of 5 5/8% Notes Due January 15, 1995
$200,000,000 of 5.85% Notes Due February 15, 1995
A$100,000,000 of 10 3/4% Australian Dollar Notes
due May 22, 1995
FIM 200,000,000 of 10 1/4% Notes due June 12, 1995
$200,000,000 5.25% Notes due November 15, 1995
$250,000,000 of 8 3/4% Notes due November 26, 1996
$250,000,000 of 8% Notes due February 1, 1997
$200,000,000 of 6.20% Amortizing Notes due March 15, 1997
$250,000,000 of 9 1/2% Notes due February 1, 1999
$384,755,000 of 5 1/2% Debentures Due 2001
$250,000,000 of 8 3/8% Notes due March 1, 2001
$250,000,000 of 8.70% Notes Due February 15, 2003
$200,000,000 of 7 7/8% Notes Due November 22, 2004
$300,000,000 of 8.85% Notes due April 1, 2005
$250,000,000 of 8 3/4% Notes due May 21, 2007
$250,000,000 of 8 5/8% Notes due June 15, 2008
$250,000,000 of 8 1/2% Notes due July 24, 2008
$250,000,000 of 8.30% Notes due September 20, 2009
$164,000,000 of Floating Rate Notes due September 1, 2048
$30,000,000 of Floating Rate Notes due January 1, 2049
$25,000,000 of Floating Rate Notes due August 1, 2049
$50,000,000 of Floating Rate Notes due November 1, 2049
$25,000,000 of Floating Rate Notes due February, 2050
$25,000,000 of Floating Rate Notes due February 1, 2050
$25,000,000 of Floating Rate Notes due April, 2050
$50,000,000 of Floating Rate Notes due April 1, 2050
$25,000,000 of Floating Rate Notes due May 1, 2050
$25,000,000 of Floating Rate Notes due November 1, 2050
$25,000,000 of Floating Rate Notes due May 1, 2051
$27,000,000 of Floating Rate Notes due December 1, 2051
$25,000,000 of Floating Rate Notes Due October 1, 2053
$500,000,000 of Remarketed Reset Notes
Due December 15, 2007
$24,897,000 of Reset Notes Due 2018
$500,000,000 of Remarketed Reset Notes Due May 1, 2018
$297,765,000 of Medium-Term Notes, Series A
$20,000,000 of Medium-Term Notes, Series B
In addition, the Company has currently in effect two shelf registration
statements (File Nos. 33-50909 and 33-54009) under the Securities Act of 1933,
as amended (the "Act"), with respect to the initial offering to the public from
time to time of $10,000,000,000 aggregate principal amount of debt securities,
approximately of which have not yet been issued as of the date of
this Prospectus (the "Unissued Debt Securities").
All of the foregoing debt securities are hereinafter collectively referred
to as the "Debt Securities."
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.
---------------------
This Prospectus has been prepared in connection with the Debt Securities and
is to be used by Kidder, Peabody & Co. Incorporated ("Kidder, Peabody"), an
affiliate of the Company, in connection with offers and sales of the Debt
Securities related to market-making transactions by and through Kidder, Peabody,
at negotiated prices related to prevailing market prices at the time of sale or
otherwise. Kidder, Peabody may act as principal or agent in such transactions.
The Debt Securities may be offered on the New York Stock Exchange in the event
the particular issue of Debt Securities has been listed thereon, or off such
Exchange in negotiated transactions or otherwise.
---------------------
KIDDER, PEABODY & CO.
Incorporated
August , 1994
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell or the solicitation of an
offer to buy any securities other than the registered securities to which it
relates or an offer to sell or the solicitation of an offer to buy such
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus 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 date hereof or that the information is correct as of any time
subsequent to its date.
---------------------
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 year ended December 31, 1993, and the
Company's Quarterly Reports on Form 10-Q for the quarters ended April 2, 1994
and July 2, 1994, 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 Section 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 Debt Securities 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).
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., ("GE Capital Services")
formerly General Electric Financial Services, Inc., 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. Very little of
the financing provided by the Company involves products that are manufactured by
GE Company.
2
<PAGE>
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, equipment management services and annuities. 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. The Company's
operations are subject to a variety of regulations in their respective
jurisdictions.
Services of the Company are offered primarily in the United States, Canada
and Europe. Computerized accounting and service centers, including those 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, 1993, the Company employed approximately 27,000
persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS
- ----------------------------------------------------- ENDED
1989 1990 1991 1992 1993 JULY 2, 1994
- --------- --------- --------- --------- --------- ---------------
<S> <C> <C> <C> <C> <C>
1.30 1.31 1.34 1.44 1.62 1.63
</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.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The statements under this heading are subject to the detailed provisions of
the relevant Indenture, a copy of each of which is filed as an exhibit to the
Registration Statement. Wherever particular provisions of an Indenture or terms
defined therein are referred to, such provisions or definitions are incorporated
by reference as a part of the statements made and the statements are qualified
in their entirety by such reference. Unless otherwise specified, terms defined
under a caption for a specific series of Debt Securities shall have such
meanings only as to the Debt Securities described therein.
The Debt Securities are unsecured and rank PARI PASSU with all other
unsecured and unsubordinated indebtedness of the Company. Except as set forth
herein, all Debt Securities are denominated in U.S. dollars and payments of
principal of, premium, if any, and interest on such Debt Securities will be made
in U.S. dollars.
Each of the Debt Securities was, or will be, issued under one of several
Indentures, in each case between the Company and a banking institution organized
under the laws of the United States or one of the states thereof (each a
"Trustee"). Except as otherwise described below, all of the outstanding Debt
Securities were issued under an Indenture dated as of March 15, 1986, between
the Company and Mercantile-Safe Deposit and Trust Company, as supplemented (as
so supplemented, the "1986 Indenture"). The Series A Extendible Notes due 2011,
the Series B Extendible Notes due 2011, the Medium-Term Notes, Series A, and the
Medium-Term Notes, Series B were issued under an Indenture dated as of September
1, 1982, between the Company and The Chase Manhattan Bank (National
Association), as trustee (as to which Mercantile-Safe Deposit and Trust Company
is successor trustee), as supplemented (as so supplemented, the "1982
Indenture"). The 5 1/2% Debentures Due 2001 (the "5 1/2% Debentures") were
issued under an Indenture dated as of November 1, 1981, between the Company and
Bankers Trust Company (as to which The First National Bank of Boston is
successor trustee) (the "Debenture Indenture"). The 1982 Indenture and the 1986
Indenture were Amended and Restated on June 1, 1994 and June 15, 1994,
respectively (the Amended and Restated Indenture are referred herein as the
"Amended and Restated Indentures"). The 1982
3
<PAGE>
Indenture, the 1986 Indenture, the Amended and Restated Indentures and the
Debenture Indenture are herein sometimes collectively referred to as the
"Indentures". None of the 1982 Indenture, the 1986 Indenture or the Amended and
Restated Indentures limit the amount of Debt Securities or other unsecured,
senior debt which may be issued thereunder, and any of the Debt Securities which
are presently unissued may be issued under either of such indentures. See
"Description of Debt Securities--Unissued Debt Securities".
In addition to the 1986 Indenture, the 1982 Indenture and the Amended and
Restated Indentures, Mercantile-Safe Deposit and Trust Company also acts as
trustee under an indenture with the Company dated as of October 1, 1991 with
respect to the Company's variable denomination floating rate demand notes.
The First National Bank of Boston extends credit facilities to the Company
and the Company maintains bank accounts and has other customary banking
relationships with such bank, all in the ordinary course of business.
Any material business and other relationships (including additional
trusteeships), other than the present and prospective trusteeships and other
relationships referred to in the immediately preceding two paragraphs, between,
on the one hand, the Company, GE Company and other affiliates of GE Company and,
on the other hand, each Trustee under any indenture pursuant to which any of the
Debt Securities are issued will be described in a Prospectus Supplement
accompanying this Prospectus.
CERTAIN COVENANTS OF THE COMPANY
The Company covenants that neither it nor any Finance Subsidiary will
subject any of its property or assets to any lien unless the Debt Securities are
secured equally and ratably with other indebtedness thereby secured. There are
excepted from this covenant liens created to secure obligations for the purchase
price of real estate, equipment or other physical property and certain liens
existing at the time any such property is acquired; liens, existing at the time
of acquisition, on acquired receivables or other nonphysical property if the
gross amount of such receivables and the fair market value of such other
property, in the aggregate, do not exceed 5% of net receivables of the Company
and its Finance Subsidiaries taken on a consolidated basis; liens created to
secure the borrowing of money by a Finance Subsidiary from the Company or
another Finance Subsidiary; and certain other liens not related to the borrowing
of money.
As used in the preceding paragraph, the term "Finance Subsidiary" means any
Subsidiary (as defined below) engaged within the United States in the business
of purchasing notes, accounts receivable (whether or not payable in
installments), conditional sale contracts or other paper originating in sales at
wholesale or retail, or of leasing new or used products or of making installment
loans, and the term "Subsidiary" means any corporation of which the Company
directly or indirectly owns or controls at the time at least a majority of the
outstanding stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power to elect a majority of the board of
directors of such corporation.
If upon any consolidation or merger of the Company with any other
corporation, or upon any sale, conveyance or lease of substantially all its
assets, any of the property of the Company or of any Subsidiary owned
immediately prior thereto would thereupon become subject to any mortgage,
pledge, lien or encumbrance, the Company prior to or simultaneously with such
event will secure the Debt Securities equally and ratably with any other
obligations of the Company then entitled thereto, by a direct lien on such
property prior to all liens other than any theretofore existing thereon.
MODIFICATION OF THE INDENTURES
Each Indenture permits the Company and the trustee thereunder, with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the Debt Securities of each series affected outstanding, to add any provisions
to or change in any manner or eliminate any of the provisions of such Indenture
or modify in any manner the rights of the holders of Debt Securities of each
such series, PROVIDED that no addition or modification shall (i) among other
things, extend the fixed maturity of any Debt Securities or reduce the principal
amount thereof (including in the case of a discounted Debt Security the amount
payable upon acceleration of the maturity thereof),
4
<PAGE>
reduce the redemption premium thereon or reduce the rate or extend the time of
payment of interest, if any, thereon, or (ii) reduce the aforesaid percentage of
principal amount of such Debt Securities of any series the consent of the
holders of which is required for any addition or modification, without in each
case the consent of the holder of each such Debt Security so affected.
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is defined
in each Indenture as being: (a) default in any payment of principal or premium,
if any, on any Debt Security of such series; (b) default for 30 days in payment
of any interest on any Debt Security of such series; (c) default in the making
or satisfaction of any sinking fund payment or analogous obligation on the Debt
Securities of such series; (d) default for 60 days after written notice in
performance of any other covenant in respect of the Debt Securities of such
series contained in such Indenture; (e) a default, as defined, with respect to
any other series of Debt Securities outstanding under the relevant Indenture or
as defined in any other indenture or instrument evidencing or under which the
Company has outstanding any indebtedness for borrowed money, as a result of
which such other series or such other indebtedness of the Company shall have
been accelerated and such acceleration shall not have been annulled within 10
days after written notice thereof (PROVIDED, that under each Indenture the
resulting Event of Default with respect to such series of Debt Securities may be
remedied, cured or waived by the remedying, curing or waiving of such other
default under such other series of Debt Securities or such other indebtedness);
or (f) certain events in bankruptcy, insolvency or reorganization. Each
Indenture requires the Company to deliver to the Trustee annually a written
statement as to the presence or absence of certain defaults under the terms
thereof. No Event of Default with respect to a particular series of Debt
Securities under any Indenture necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder. Each Indenture
provides that the Trustee may withhold notice to the holders of any series of
Debt Securities issued thereunder of any default (except in the payment of
principal, premium, if any, or interest, if any, on any of the Notes of such
series or in the making of any sinking fund instalment or analogous obligation
with respect to such series) if the Trustee considers it in the interest of such
Debt Securityholders to do so.
Each Indenture provides that during the continuance of an Event of Default
with respect to any series of Debt Securities, either the Trustee thereunder or
the holders of 25% in aggregate principal amount of the outstanding Debt
Securities of such series may declare the principal, or in the case of
discounted Debt Securities (including the Company's 5 1/2% Debentures discussed
in the next succeeding paragraph), such portion of such principal amount as is
described below or in any Prospectus Supplement accompanying this Prospectus, of
all such Debt Securities to be due and payable immediately, but under certain
conditions such declaration may be annulled by the holders of a majority in
principal amount of such Debt Securities then outstanding. Each Indenture
provides that past defaults with respect to a particular series of Debt
Securities (except, unless theretofore cured, a default in payment of principal
of, premium, if any, or interest, if any, on any of the Debt Securities of such
series, or the payment of any sinking fund instalment or analogous obligation on
the Debt Securities of such series) may be waived on behalf of the holders of
all Debt Securities of such series by the holders of a majority in principal
amount of such Debt Securities then outstanding.
The Debenture Indenture provides that if an Event of Default shall have
occurred and be continuing, either the Trustee or the holders of 25% in
principal amount of the 5 1/2% Debentures then outstanding may declare to be due
and payable immediately an amount of principal equal to the sum of (i) the
initial public offering price of the 5 1/2% Debentures plus (ii) the accrued
amortization of original issue discount calculated using the "interest" method
from the date of issue to the date of declaration, but under certain conditions
such declaration may be annulled by the holders of a majority in principal
amount of such 5 1/2% Debentures then outstanding. The Debenture Indenture
provides that past defaults (except, unless theretofore cured, a default in
payment of principal of or interest on the Debentures) may be waived on behalf
of the holders of all the 5 1/2% Debentures by the holders of a majority in
principal amount of such 5 1/2% Debentures then outstanding.
Subject to the provisions of each Indenture relating to the duties of the
trustee thereunder in case an Event of Default with respect to any series of
Debt Securities shall be continuing, such trustee shall have no obligation to
5
<PAGE>
exercise any of its rights or powers under such Indenture unless adequate
indemnity all have been assured to such trustee. Each Indenture provides that
the holders of a majority in principal amount of the Debt Securities of any
series issued thereunder at the time outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee thereunder, or exercising any trust or power conferred on such
trustee with respect to the Debt Securities of such series, provided that such
trustee may decline to follow any such direction if it has not offered
reasonable indemnity thereof or if it determines that the proceedings so
directed would be illegal or involve it in any personal liability.
BOOK-ENTRY DEBT SECURITIES
Certain Debt Securities are issued in the form of one or more fully
registered global Debt Securities (each a "Book-Entry Note"), that are deposited
with, or on behalf of, The Depository Trust Company, New York, New York (the
"Depository") and registered in the name of the Depository's nominee. The
Depository currently limits the maximum denomination of any single Book-Entry
Note to $150,000,000. For purposes of this Prospectus, "Book-Entry Note" refers
to the Book-Entry Note or Book-Entry Notes representing an entire issue of Debt
Securities.
Except as set forth below, a Book-Entry Note may be transferred, in whole
and not in part, only to another nominee of the Depository or to a successor of
the Depository or its nominee.
The Depository has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions in such securities between Participants through electronic
book-entry changes in accounts of its Participants. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Access to the Depository's system is also
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("indirect participants"). Persons who are not
Participants may beneficially own securities held by the Depository only through
Participants or indirect participants.
The Depository advises that pursuant to procedures established by it (i)
upon issuance of a Book-Entry Note by the Company in connection with the sale
thereof to an underwriter or underwriters, the Depository will credit the
accounts of Participants designated by such underwriter or underwriters with the
principal amount of the Notes purchased by such underwriter or underwriters, and
(ii) ownership of beneficial interests in a Book-Entry Note will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depository (with respect to Participants), by the Participants
(with respect to indirect participants and certain beneficial owners) and by the
indirect participants (with respect to all other beneficial owners). The laws of
some states require that certain persons take physical delivery in definitive
form of securities which they own. Consequently, the ability to transfer
beneficial interests in a Book-Entry Note is limited to such extent.
So long as a nominee of the Depository is the registered owner of a
Book-Entry Note, such nominee for all purposes will be considered the sole owner
or holder of such Debt Securities under the relevant Indenture. Except as
provided below, owners of beneficial interests in a Book-Entry Note will not be
entitled to have Debt Securities registered in their names, will not receive or
be entitled to receive physical delivery of Debt Securities in definitive form,
and will not be considered the owners or holders thereof under the relevant
Indenture.
Neither the Company, the Trustee, any paying agent nor any registrar of Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Book-Entry Note, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Payments of principal and interest, if any, on the Debt Securities
registered in the name of the Depository's nominee will be made by or on behalf
of the Company in immediately available funds to the Depository's nominee as the
registered owner of the Book-Entry Note. Under the terms of the relevant
Indenture, the Company and the Trustee will treat the persons in whose names the
Debt Securities are registered as the owners of such Debt Securities
6
<PAGE>
for the purpose of receiving payment of principal and interest, if any, on such
Debt Securities and for all other purposes whatsoever. Therefore, neither the
Company, any Trustee nor any paying agent has any direct responsibility or
liability for the payment of principal or interest, if any, on the Debt
Securities to owners of beneficial interests in a Book-Entry Note. The
Depository has advised the Company and each Trustee that its current practice
is, upon receipt of any payment of principal or interest, to immediately credit
the accounts of the Participants with such payment in amounts proportionate to
their respective holdings in principal amount of beneficial interests in a Book-
Entry Note as shown in the records of the Depository. The Depository's current
practice is to credit such accounts, as to interest, in next-day funds and, as
to principal, in same-day funds. Payments by Participants and indirect
participants to owners of beneficial interests in a Book-Entry Note will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or indirect
participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Debt Securities in definitive form in exchange for
a Book-Entry Note. In addition, the Company may at any time determine not to
have the Debt Securities represented by a Book-Entry Note and, in such event,
will issue Debt Securities in definitive form in exchange for a Book-Entry Note.
In either instance, an owner of a beneficial interest in a Book-Entry Note will
be entitled to have Debt Securities equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Debt Securities in definitive form. Notes so issued in definitive form will
be issued in denominations of $1,000 and integral multiples thereof and will be
issued in registered form only, without coupons, and the Company will maintain
in the Borough of Manhattan, The City of New York, one or more offices or
agencies where such Notes may be presented for payment and may be transferred or
exchanged. No service charge will be made for any transfer or exchange of such
Notes, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
SAME DAY SETTLEMENT IN RESPECT OF GLOBAL NOTES
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, all
Book-Entry Notes, except the Remarketed Reset Notes Due December 15, 2007 and
the Remarketed Reset Notes Due May 1, 2018, will trade in the Depository's
Same-Day Funds Settlement System until maturity (the "Same-Day Settlement
Notes") and secondary market trading activity in the Same-Day Settlement Notes
will therefore be required by the Depository to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in Same-Day Settlement Notes.
7
<PAGE>
FIXED RATE NOTES
The following table sets forth certain terms of nineteen issues of
fixed-interest-rate Debt Securities (the "Fixed Rate Debt Securities") of the
Company covered by this Prospectus.
<TABLE>
<CAPTION>
TITLE INITIAL AGGREGATE DATE FROM REDEEMABLE REPAYABLE
AGGREGATE PRINCIPAL WHICH BY THE AT HOLDER'S BOOK-
PRINCIPAL AMOUNT MATURITY INTEREST RECORD INTEREST COMPANY ON OPTION ENTRY
AMOUNT OUTSTANDING PAYMENT OR
(IN MILLIONS OF UNITS) DATE DATES DATES ACCRUED AFTER: ON: NOTE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
8.60% Notes 5/15 4/30
due $250 $250 11/15/94 and and 11/15/90 -- -- Yes
November 15, 1994 11/15 10/31
- ----------------------------------------------------------------------------------------------------------------------------
8 1/4% Notes 1/14 12/30
due $250 $250 1/14/95 and and 1/14/91 -- -- Yes
January 14, 1995 7/14 6/29
- ----------------------------------------------------------------------------------------------------------------------------
5 5/8% Notes 1/15 12/31
Due $200 $200 1/15/95 and and 1/23/92 -- -- Yes
January 15, 1995 7/15 6/30
- ----------------------------------------------------------------------------------------------------------------------------
5.85% Notes 2/15 1/31
Due $200 $200 2/15/95 and and 2/18/92 -- -- Yes
February 15, 1995 8/15 7/31
- ----------------------------------------------------------------------------------------------------------------------------
10 3/4% Australian Dollar 5/22 5/7
Notes due A$100 A$100 5/22/95 and and 5/22/91 -- -- No
May 22, 1995 11/22 11/7
- ----------------------------------------------------------------------------------------------------------------------------
10 1/4% Notes 6/12 5/28
due FIM 200 FIM 200 6/12/95 and and 6/12/91 -- -- No
June 12, 1995 12/12 11/27
- ----------------------------------------------------------------------------------------------------------------------------
5.25% Notes 5/15 5/1
due $200 $200 11/15/95 and and 11/16/92 -- -- Yes
November 15, 1995 11/15 11/1
- ----------------------------------------------------------------------------------------------------------------------------
8 3/4% Notes 5/26 5/11
due $250 $250 11/26/96 and and 11/26/90 -- -- Yes
November 26, 1996 11/26 11/11
- ----------------------------------------------------------------------------------------------------------------------------
8% Notes 2/1 1/15
due $250 $250 2/1/97 and and 2/13/91 -- -- Yes
February 1, 1997 8/1 7/15
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
TITLE INITIAL AGGREGATE DATE FROM REDEEMABLE REPAYABLE
AGGREGATE PRINCIPAL WHICH BY THE AT HOLDER'S BOOK-
PRINCIPAL AMOUNT MATURITY INTEREST RECORD INTEREST COMPANY ON OPTION ENTRY
AMOUNT OUTSTANDING PAYMENT OR
(IN MILLIONS OF UNITS) DATE DATES DATES ACCRUED AFTER: ON: NOTE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
9 1/2% Notes 2/1 1/15
due $250 $250 2/1/99 and and 2/1/89 2/1/94 -- No
February 1, 1999 8/1 7/15
- ----------------------------------------------------------------------------------------------------------------------------
8 3/8% Notes 3/1 2/15
due $250 $250 3/1/01 and and 3/5/91 -- -- Yes
March 1, 2001 9/1 8/15
- ----------------------------------------------------------------------------------------------------------------------------
5 1/2% Debentures 5/1 4/15 (See
Due $500 $384.8 11/1/01 and and 11/1/81 text -- No
2001 11/1 10/15 below)
- ----------------------------------------------------------------------------------------------------------------------------
8.70% Notes 2/15 1/31
Due $250 $250 2/15/03 and and 2/27/90 -- 2/15/94 No
February 15, 2003 8/15 7/31
- ----------------------------------------------------------------------------------------------------------------------------
7 7/8% Notes 5/22 5/7
Due $200 $200 11/22/04 and and 11/22/89 -- 11/22/94 No
November 22, 2004 11/22 11/7
- ----------------------------------------------------------------------------------------------------------------------------
8.85% Notes 4/1 3/15
due $300 $300 4/1/05 and and 4/5/90 -- 4/1/94 Yes
April 1, 2005 10/1 9/15
- ----------------------------------------------------------------------------------------------------------------------------
8 3/4% Notes 5/21 5/6
due $250 $250 5/21/07 and and 5/21/90 -- 5/21/95 Yes
May 21, 2007 11/21 11/6
- ----------------------------------------------------------------------------------------------------------------------------
8 5/8% Notes 6/15 5/31
due $250 $250 6/15/08 and and 6/19/90 -- 6/15/96 Yes
June 15, 2008 12/15 11/30
- ----------------------------------------------------------------------------------------------------------------------------
8 1/2% Notes 1/24 1/9
due $250 $250 7/24/08 and and 7/24/90 -- 7/24/95 Yes
July 24, 2008 7/24 7/9
- ----------------------------------------------------------------------------------------------------------------------------
8.30% Notes 3/20 3/5
due $250 $250 9/20/09 and and 9/20/89 -- 9/20/98 No
September 20, 2009 9/20 9/5
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Following is an explanation of certain of the information summarized in the
above table, and certain additional terms of such securities.
INTEREST RATE. The Fixed Rate Debt Securities bear interest at the annual
rate set forth in their respective titles, payable semi-annually on the dates
indicated under the caption "Interest Payment Dates" to holders of record as of
the respective dates set forth under the caption "Record Dates". Any payment of
interest required to be made on an Interest Payment Date that is not a Business
Day need not be made on such day, but may be made on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment
Date, and no interest shall accrue for the period from and after such Interest
Payment Date to the date of payment of such interest. Interest will be payable
to the persons in whose names the Notes are registered at the close of business
on the Record Date next preceding the Interest Payment Date.
REDEMPTION. Certain of the Fixed Rate Debt Securities are redeemable by the
Company prior to maturity as set forth under the caption "Redeemable by the
Company on or after:" and as more fully described below.
The 9 1/2% Notes due February 1, 1999 are redeemable by the Company, at its
option, in whole (or in part from time to time) on or after the date set forth
under the caption "Redeemable by the Company on or after", upon not less than 30
days' nor more than 60 days' notice, at their principal amount plus accrued
interest to the date fixed for redemption.
The 5 1/2% Debentures, which were originally sold at a substantial discount
from their principal amount and which, in the event the payment thereof were
accelerated as a result of an event of default, would be paid on the basis of
accrued amortization constituting less than their principal amount (see "Events
of Default" herein), are redeemable by the Company, at its option, in whole at
any time or in part from time to time, upon not less than 30 days' nor more than
60 days' notice, at their principal amount plus accrued interest to the date
fixed for redemption.
9
<PAGE>
ORIGINAL ISSUE DISCOUNT IN CONNECTION WITH THE 5 1/2% DEBENTURES. A holder
of a 5 1/2% Debenture that is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized under the laws of
the United States or any political subdivision thereof or an estate or trust,
the income of which is subject to United States federal income taxation
regardless of its source or that otherwise is subject to United States federal
income taxation on a net income basis in respect of a 5 1/2% Debenture (a
"United States holder") generally will be subject to the special tax accounting
rules for original issue discount obligations. United States holders of 5 1/2%
Debentures should be aware that, as described in greater detail below, they
generally must include original issue discount in income for United States
federal income tax purposes as it accrues, in advance of the receipt of cash
attributable to that income.
In general, under the original issue discount rules applicable to the 5 1/2%
Debentures, "original issue discount" is defined as the excess of the principal
or face amount of a 5 1/2% Debenture over its issue price; the issue price of
the 5 1/2% Debentures was 37.924%. Any holder of a 5 1/2% Debenture that is a
United States holder will be required to include original issue discount in
income on a ratable basis; with respect to such a holder that acquires by
purchase, the original issue discount includible in income ratably will be the
lesser of (i) the amount of original issue discount allocable to the period
between the date of that holder's purchase and the date of maturity of the
5 1/2% Debenture and (ii) the excess (if any) of the face amount of the 5 1/2%
Debenture over the purchase price thereof paid by such holder.
The basis of a 5 1/2% Debenture in the hands of a United States holder is
increased by the amount of original issue discount included in the holder's
gross income. Upon a sale or other disposition of a 5 1/2% Debenture in a
transaction in which gain or loss is recognized, such gain or loss will be
long-term capital gain or loss if the 5 1/2% Debenture is a capital asset in the
hands of the United States holder and if the holder has held the 5 1/2%
Debenture for more than one year.
Purchasers of 5 1/2% Debentures should consult their own tax advisors as to
the tax treatment of original issue discount, including the application of these
rules to their particular situation (including the treatment of bond premium, if
any), as well as the application of state, local or other tax laws.
CURRENCY OF PAYMENT. Subject to any applicable United States or foreign
laws or regulations, principal of and interest on the 10 3/4% Australian Dollar
Notes due May 22, 1995 and the Finnish Markka 10 1/4% Notes due June 12, 1995
(each a "Foreign Currency Note") is payable in United States dollars unless the
holder thereof elects to receive payment in Australian dollars or Finnish
markkas, as the case may be. The provisions with regard to such election, and
with respect to the calculation of the amount of United States dollars payable
in the event such election is not exercised, are set forth under
"Foreign-Currency Payment Election and Calculation of U.S. Dollar Payments on
Foreign-Currency-Denominated Securities".
FOREIGN-CURRENCY PAYMENT ELECTION AND CALCULATION OF U.S. DOLLAR PAYMENTS ON
FOREIGN-CURRENCY-DENOMINATED SECURITIES. Subject to any applicable United
States or foreign laws or regulations, the principal of and interest on the
Foreign Currency Notes will be paid in U.S. dollars, except that holders of the
Foreign Currency Notes may elect to receive payments in the applicable foreign
or composite currency as described below. The U.S. dollar amount to be received
by a holder not electing to receive the applicable foreign or composite currency
will be based on the highest bid quotation in The City of New York received by
the exchange rate agent selected by the Company, at 11:00 a.m. (New York City
time) on the second business day preceding the applicable payment date, from
three recognized foreign exchange dealers (one of which may be the exchange rate
agent) for the purchase by the quoting dealer of the applicable foreign or
composite currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the applicable foreign or composite currency payable to all
holders receiving U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available,
payments may be made in the applicable foreign or composite currency (except as
provided below under "European Currency Units; Valuation and Computation of
Equivalents"). All costs of exchange will be borne by the holder of the Foreign
Currency Note by deduction from such payment.
A holder of a Foreign Currency Note may elect to receive payment of the
principal of and interest on the Foreign Currency Notes in the applicable
foreign or composite currency by filing a written request for such payment
(including, if the holder wishes to be eligible for payment of interest by wire
transfer, identification of the holder's bank account in the United States
denominated in the applicable foreign or composite currency) with the exchange
rate agent not later than the record date for any interest payment or 15 days
prior to the maturity date. A holder of a
10
<PAGE>
Foreign Currency Note may elect to receive the applicable foreign or composite
currency for all principal and interest payments and need not file a separate
election for each payment. An election to receive the applicable foreign or
composite currency will remain in effect until changed by written notice to the
exchange rate agent, but written notice of any such change must be received by
the exchange rate agent not later than the record date for any interest payment
or 15 days prior to the maturity date. The Chase Manhattan Bank N.A. presently
acts as the exchange rate agent for all Foreign Currency Notes.
The Foreign Currency Notes are to be governed by, and will be construed in
accordance with, the laws of the State of New York. Courts in the United States
have not customarily rendered judgments for money damages denominated in any
currency other than the U.S. dollar. New York law currently provides, however,
that a judgment or decree in an action based upon an obligation denominated in a
currency other than U.S. dollars will be rendered in the foreign currency of the
underlying obligation and converted into U.S. dollars at a rate of exchange
prevailing on the date of the entry of the judgment or decree.
FLOATING RATE NOTES
The following table sets forth certain terms of thirteen issues of
floating-interest-rate debt securities of the Company ("Floating Rate Notes")
covered by this Prospectus.
<TABLE>
<CAPTION>
TITLE INITIAL AGGREGATE CURRENT
AGGREGATE PRINCIPAL INTEREST BOOK-
PRINCIPAL AMOUNT MATURITY PAYMENT ISSUE ENTRY
AMOUNT OUTSTANDING
(IN MILLIONS) DATE DATES DATE CALL DAY PUT DAY NOTE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Floating Rate 3/1
Notes due $164 $164 9/1/2048 and 9/8/88 8/31 9/1 No
September 1, 2048 9/1
- ----------------------------------------------------------------------------------------------
Floating Rate 1/1
Notes due $30 $30 1/1/2049 and 1/11/89 12/31 1/1 No
January 1, 2049 7/1
- ----------------------------------------------------------------------------------------------
Floating Rate 2/1
Notes due $25 $25 8/1/2049 and 7/20/89 7/31 8/1 No
August 1, 2049 8/1
- ----------------------------------------------------------------------------------------------
Floating Rate 5/1
Notes due $50 $50 11/1/2049 and 10/25/89 10/31 11/1 No
November 1, 2049 11/1
- ----------------------------------------------------------------------------------------------
Floating Rate 2/1
Notes due $25 $25 2/1/2050 and 1/22/90 1/31 2/1 No
February, 2050 8/1
- ----------------------------------------------------------------------------------------------
Floating Rate 2/1
Notes due $25 $25 2/1/2050 and 2/1/90 1/31 2/1 No
February 1, 2050 8/1
- ----------------------------------------------------------------------------------------------
Floating Rate 4/1
Notes due $50 $50 4/1/2050 and 4/4/90 3/31 4/1 Yes
April 1, 2050 10/1
- ----------------------------------------------------------------------------------------------
Floating Rate 4/1
Notes due $25 $25 4/1/2050 and 4/9/90 3/31 4/1 Yes
April, 2050 10/1
- ----------------------------------------------------------------------------------------------
Floating Rate 5/1
Notes due $25 $25 5/1/2050 and 4/30/90 4/30 5/1 Yes
May 1, 2050 11/1
- ----------------------------------------------------------------------------------------------
Floating Rate 5/1
Notes due $25 $25 11/1/2050 and 10/22/90 10/31 11/1 Yes
November 1, 2050 11/1
- ----------------------------------------------------------------------------------------------
Floating Rate 5/1
Notes due $25 $25 5/1/2051 and 5/7/91 4/30 5/1 Yes
May 1, 2051 11/1
- ----------------------------------------------------------------------------------------------
Floating Rate 6/1
Notes due $27 $27 12/1/2051 and 12/12/91 11/30 12/1 Yes
December 1, 2051 12/1
- ----------------------------------------------------------------------------------------------
Floating Rate 4/1
Notes Due $25 $25 10/1/2053 and 9/20/93 10/1 10/1 Yes
October 1, 2053 10/1
- ----------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
Following is an explanation of certain of the information summarized in the
above table, and certain additional terms of such securities.
INTEREST RATE. The Floating Rate Notes bear interest from the dates
indicated under the caption "Issue Date". Interest on the Floating Rate Notes is
payable, at the option of the Company, either monthly on the first day of each
month or semi-annually on the dates indicated under the caption "Current
Interest Payment Dates". Any payment of interest required to be made on an
Interest Payment Date that is not a Business Day need not be made on such day,
but may be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, and no interest shall accrue
for the period from and after such Interest Payment Date to the date of payment
of such interest. Interest will be payable to the persons in whose names the
Notes are registered at the close of business on the fifteenth day of the month
next preceding the Interest Payment Date.
The Company has currently elected to pay interest semi-annually. Such
election and each subsequent election will remain in effect until changed by the
Company by written notice to the Trustee. The Company or, at the Company's
request, the trustee, shall give to each holder of a Floating Rate Note written
notice of any such change at least 10 days, but not more than 15 days, prior to
the relevant Interest Payment Date.
"Interest Period" means each period beginning on the Issue Date or an
Interest Payment Date up to but excluding the next succeeding Interest Payment
Date.
The Floating Rate Notes bear interest for each Interest Period at a variable
rate per annum, which is compounded in the case of Interest Periods comprised of
more than one Accrual Period, based on the Commercial Paper Rate for each
Accrual Period within such Interest Period, as adjusted by the applicable
Spread, if any. The "Accrual Period" is each successive one-month period
beginning on and including the first day 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 Periods 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 is 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" ("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.
12
<PAGE>
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 rate. 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 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 relevant Floating
Rate 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 new indices or sources therefor are no longer 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 is 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.
"Bond Equivalent Yield" is a yield (expressed as a percentage) calculated in
accordance with the following formula:
D X N
Bond Equivalent Yield = _______________ X100
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 commences 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.
"Reuters Screen ISDA Page" means the display designated as page "ISDA" on
the Reuter Monitor Money Rates Service (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" means the display designated as page "LIBO" on
the Reuter Monitor Money Rates Service (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 close of business on the Interest
13
<PAGE>
Determination Date for such Accrual Period. Except with respect to Floating Rate
Notes due September 1, 2048, the applicable Spread, based on the prevailing
rating of the Company's Commercial Paper, for an Accrual Period within an
Interest Period is as follows:
<TABLE>
<CAPTION>
PREVAILING RATING SPREAD
- --------------------------------------------------------------------------------- ---------------
<S> <C>
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%
</TABLE>
The applicable Spread for Floating Rate Notes due September 1, 2048 is minus
0.20%, minus 0.10%, plus 0.10%, plus 0.25% and plus 0.50%, based on prevailing
ratings of the Company's Commercial Paper of A-1+/P-1, A-1/P-1 or above, A-2/P-2
or above, A-3/P-3 or above and below A-3/P-3, respectively, for an Accrual
Period within an Interest Period.
For 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 Corporation 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
Floating Rate 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 Floating Rate 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 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 Floating Rate Notes have a rating of A-3 or better by S&P
and P-3 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, 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 Floating Rate Notes will be computed and paid on the basis
of a 360-day year of twelve 30-day months. In the case of Interest Periods
comprised of more than one Accrual Period, interest on the Floating Rate Notes
for each Interest Period will be equal to the sum of the interest amounts for
each Accrual Period within that Interest Period. Interest for an Accrual Period
is calculated in accordance with the following formula:
<TABLE>
<C> <S>
Amount of Interest
for an Accrual = APA X (CPR + Spread) X T/360
Period
</TABLE>
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 that
Interest Period; "CPR" refers to the applicable Commercial Paper Rate for such
Accrual Period; "Spread" refers to the applicable Spread for such Accrual Period
expressed as a negative or positive percentage, as the case may be, and "T"
means 30 for all Accrual Periods, except as may be set forth in any Prospectus
Supplement accompanying this Prospectus.
In the case of Interest Periods comprised of only one Accrual Period,
interest on the Floating Rate Notes for each Interest Period will be equal to
(a) the principal amount of a Note, (b) multiplied by the applicable Commercial
Paper Rate for the Accrual Period comprising such Interest Period as adjusted by
the applicable Spread for such Accrual Period, (c) multiplied by T, and (d)
divided by 360.
14
<PAGE>
The interest rate on the Floating Rate 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. Under present New York law, the maximum rate
of interest is 25% per annum on a simple interest basis. This limit may not
apply to Floating Rate Notes in which $2,500,000 or more has been invested.
All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).
"Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in The City of New York and the City of Chicago are
generally authorized or obligated by law or executive order to close.
The Calculation Agent will, upon the request of the holder of any Floating
Rate Note, provide the interest rate then in effect. The Calculation Agent is
the Company. 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 relevant Floating Rate Notes. The Company may appoint a
successor Calculation Agent with the written consent of the Trustee, which
consent shall not be unreasonably withheld.
REDEMPTION. The Floating Rate Notes may not be redeemed prior to the day
succeeding the dates set forth under the caption "Call Day" in the thirtieth
year after the Issue Date. On that date and thereafter the Floating Rate Notes
may be redeemed, at the option of the Company, in whole or in part, upon not
less than 30 nor more than 60 days' notice by mail 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):
<TABLE>
<CAPTION>
IF REDEEMED DURING IF REDEEMED DURING
12 MONTH PERIOD 12 MONTH PERIOD
ENDING ON REDEMPTION ENDING ON REDEMPTION
THE CALL DAY IN THE YEARS: PRICE THE CALL DAY IN THE YEARS: PRICE
- ------------------------------------------- ------------ ------------------------------------------- ------------
<S> <C> <C> <C>
31-40 years after the Issue Date........... 105.00 % 46 years after the Issue Date.............. 102.00 %
41 years after the Issue Date.............. 104.50 47 years after the Issue Date.............. 101.50
42 years after the Issue Date.............. 104.00 48 years after the Issue Date.............. 101.00
43 years after the Issue Date.............. 103.50 49 years after the Issue Date.............. 100.50
44 years after the Issue Date.............. 103.00 50-60 years after the Issue Date........... 100.00
45 years after the Issue Date.............. 102.50
</TABLE>
The Company has agreed to provide, or request the Trustee to provide, each
holder with notice that it is considering redeeming the Floating Rate Notes.
Such notice shall be sent at least 45 days prior to the date the actual notice
of redemption is sent and shall be given in the same manner as the notice of
redemption.
Except with respect to the Floating Rate Notes due September 1, 2048, any
Floating Rate Note is repayable at the option of the holder thereof, upon
written notice as provided in the relevant Floating Rate Note, on the days set
forth under the caption "Put Day" 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):
<TABLE>
<CAPTION>
REPAYMENT
ON THE PUT DAY IN THE YEARS: PRICE
- ------------------------------------------------------------------------------------------------ -----------
<S> <C>
Ten years after the Issue Date.................................................................. 99.39%
Thirteen years after the Issue Date............................................................. 99.60
Sixteen years after the Issue Date.............................................................. 99.87
Nineteen years after the Issue Date and on each third anniversary thereafter until Maturity..... 100.00
</TABLE>
15
<PAGE>
Any Floating Rate Note due September 1, 2048 is repayable at the option of the
holder thereof as described above at repayment prices (in each case expressed as
a percentage of the principal amount thereof) of 99.38%, 99.52%, 99.70%, 99.94%
and 100.00% on the Put Days in the years ten, thirteen, sixteen, nineteen and
twenty-two years after the Issue Date (and on each third anniversary thereafter
until Maturity), respectively. Any Floating Rate Note Due October 1, 2053 is
repayable at the option of the holder as described above at repayment prices
described in the table above on the Put Days in the years ten, thirteen, sixteen
and nineteen years after the Issue Date (and on each third anniversary
thereafter until Maturity). Notice of exercise of the repayment option by the
holder of any Floating Rate Note must be received by the trustee at least 91
days, but not more than 120 days, prior to the applicable repayment date and
such notice of exercise of the repayment option shall be irrevocable. The
Floating Rate Note to be repaid must be surrendered to the Trustee as described
in the Floating Rate Note.
If the Floating Rate Note is a Book-Entry Note, notices of exercise of
repayment options in respect of Floating Rate Notes registered in the name of
the Depository's nominee may be given to the Trustee only by the Depository's
nominee as the registered owner of the Global Note. See "Description of Debt
Securities--Book-Entry Debt Securities".
MEDIUM-TERM NOTES
The Company's Medium-Term Notes, Series A are outstanding in an aggregate
principal amount of $297,765,000, and the Company's Medium-Term Notes, Series B
are outstanding in an aggregate principal amount of $20,000,000. The individual
initial principal amounts, original trade dates, maturity dates and interest
rates for each series of such Series A and Series B Medium-Term Notes
(collectively, the "Medium-Term Notes") are set forth on Appendix A and Appendix
B to this Prospectus, respectively.
Principal and interest are payable, the transfer of the Medium-Term Notes
are registrable, and Medium-Term Notes are exchangeable for Medium-Term Notes
bearing identical terms and provisions at the office of The Chase Manhattan Bank
(National Association), the Company's paying agent (the "Paying Agent") and
securities registrar for the Medium-Term Notes, currently located at 1 New York
Plaza, New York, New York 10081, provided that payment of interest, other than
interest at maturity, may be made at the option of the Company by check mailed
to the address of the person entitled thereto as it appears on the security
register at the close of business on the regular record date corresponding to
the relevant interest payment date. A holder of $5,000,000 or more in aggregate
principal amount of Medium-Term Notes (having identical terms and provisions)
shall be entitled to receive payments of interest, other than interest due at
maturity or upon redemption, if any, by wire transfer of immediately available
funds into an account maintained in the United States, if appropriate wire
transfer instructions have been received by the Paying Agent not less than 10
days prior to the applicable interest payment date. The principal and interest
payable on each Medium-Term Note at maturity will be paid upon maturity or
redemption, as the case may be, in immediately available funds against
presentation of such note at the office of the Paying Agent.
AMORTIZING NOTES
The 6.20% Amortizing Notes due March 15, 1997 are outstanding in the
aggregate principal amount of $200,000,000 and will mature on March 15, 1997.
16
<PAGE>
Installments of principal on the Amortizing Notes will be paid semi-annually
on March 15 and September 15 of each year to the persons in whose names the
Amortizing Notes are registered at the close of business on February 28 and
August 31, respectively. The remaining principal installment to be paid on each
payment date for each $1,000 original principal amount of Amortizing Notes is
set forth below:
<TABLE>
<CAPTION>
PRINCIPAL
PAYMENT DATE PAYMENT
- --------------------------------------------------------------------------------------------------------- -----------
<S> <C>
September 15, 1994....................................................................................... $ 100
March 15, 1995........................................................................................... 100
September 15, 1995....................................................................................... 100
March 15, 1996........................................................................................... 100
September 15, 1996....................................................................................... 100
March 15, 1997........................................................................................... 200
</TABLE>
The Amortizing Notes bear interest payable semi-annually on March 15 and
September 15 of each year to the persons in whose names the Amortizing Notes are
registered at the close of business on February 28 and August 31, respectively.
The interest rate per annum is 6.20% of principal amount outstanding.
REMARKETED RESET NOTES
PROVISIONS RELATING TO THE 2007 REMARKETED RESET NOTES. The 2007 Remarketed
Reset Notes are outstanding in the aggregate principal amount of $500,000,000,
and will mature, unless previously redeemed, on December 15, 2007. Each 2007
Remarketed Reset Note bears interest from December 15, 1987, payable
semi-annually on June 15 and December 15 of each year, to the person in whose
name the 2007 Remarketed Reset Note is registered at the close of business on
the May 31 and November 30 preceding such June 15 and December 15. The interest
rate per annum applicable during the four-year interest period ending December
15, 1994 is 8.52%. Each subsequent interest period (a "Subsequent Interest
Period") will be the period of at least two years and not more than five years,
designated by the Company in its sole discretion, commencing on a December 15
(the "Commencement Date") and ending two, three, four or five years subsequent,
as the case may be, through and including 2007 (except that in the case of any
Subsequent Interest Period that may commence on December 15, 2006, such
Subsequent Interest Period would be the one-year period commencing on such
December 15 and ending on December 15, 2007). Unless notice of redemption of the
2007 Remarketed Reset Notes as a whole has been given, the next Commencement
Date will be December 15, 1994.
PROVISIONS RELATING TO THE 2018 REMARKETED RESET NOTES. The 2018 Remarketed
Reset Notes are outstanding in the aggregate principal amount of $500,000,000,
and will mature, unless previously redeemed, on May 1, 2018. Each 2018
Remarketed Reset Note bears interest from May 1, 1988, payable semi-annually on
May 1 and November 1 of each year, to the person in whose name the 2018
Remarketed Reset Note is registered at the close of business on the April 15 and
October 15 preceding such May 1 and November 1. The interest rate per annum
applicable during the five-year interest period ending May 1, 1996 is 8.65%.
Each subsequent interest period (a "Subsequent Interest Period") will be the
period of at least two years and not more than five years, designated by the
Company in its sole discretion, commencing on a May 1 (the "Commencement Date")
and ending two, three, four or five years subsequent, as the case may be,
through and including 2018 (except that in the case of any Subsequent Interest
Period that may commence on May 1, 2017, such Subsequent Interest Period would
be the one-year period commencing on such May 1 and ending on May 1, 2018).
Unless notice of redemption of the 2018 Remarketed Reset Notes as a whole has
been given, the next Commencement Date will be May 1, 1996.
PROVISIONS RELATING TO ALL REMARKETED RESET NOTES. The rate of interest per
annum that will be applicable during each Subsequent Interest Period (the "New
Interest Rate") with respect to the 2007 Remarketed Reset Notes and the 2018
Remarketed Reset Notes (together, the "Remarketed Reset Notes"; statements under
this heading apply to each series of Remarketed Reset Notes as a separate
series) will be determined on the Rate Determination Date (as defined below)
with respect to such Subsequent Interest Period (except as provided below) by
reference to a formula
17
<PAGE>
(the "Interest Rate Formula"). The Interest Rate Formula for each Subsequent
Interest Period will be (1) the rate for the Applicable Treasury Security (as
defined below), plus or minus (2) the Spread (as defined below). The "Applicable
Treasury Security" means direct obligations of the United States (which may be
obligations traded on a when-issued basis only) having the maturity agreed upon
by the Company and the Remarketing Underwriter (as defined below). The rate for
the Applicable Treasury Security will be the rate displayed at 10:00 a.m., New
York City time, on the relevant Rate Determination Date in the Telerate system
(or if the Telerate system is (a) no longer available on such Rate Determination
Date or (b) in the opinion of the Rate Agent (as defined below) no longer an
appropriate system from which to obtain such rate, such other nationally
recognized quotation system as, in the opinion of the Rate Agent, is
appropriate). If such rate is not so displayed, the rate for the Applicable
Treasury Security shall be, as calculated by the Rate Agent, the yield to
maturity for the Applicable Treasury Security, expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 a.m., New York City time, on such Rate Determination Date of
three leading United States government securities dealers selected by the Rate
Agent (which may include the Rate Agent or an affiliate thereof). The "Spread"
shall be the number of basis points (a) recommended by the Remarketing
Underwriter so as to result in a rate that, in the opinion of the Remarketing
Underwriter, will enable tendered Notes to be remarketed by the Remarketing
Underwriter at 100% of the principal amount thereof, as described below and (b)
agreed to by the Company.
Unless notice of redemption of the Remarketed Reset Notes as a whole has
been given, the Applicable Treasury Security and the Spread for each Subsequent
Interest Period and the duration of such Subsequent Interest Period will be
established by 3:00 p.m., New York City time, on the last Monday of the
immediately preceding interest period that is at least ten calendar days prior
to the Commencement Date of such Subsequent Interest Period (or if such Monday
is not a Business Day (as defined below), on the next succeeding Business Day)
(the "Formula Date"). The Company will request, not later than 7 nor more than
15 calendar days prior to any Formula Date, that the Depository notify its
Participants of such Formula Date and of the procedures that must be followed if
any beneficial owner of a Note wishes to tender such Note as described below.
The "Rate Determination Date" for any Subsequent Interest Period will be the
third Business Day following the Formula Date relating to such Subsequent
Interest Period. The term "Business Day" means any day other than a Saturday or
Sunday or a day on which commercial banks in The City of New York are required
or authorized to close or a day on which the New York Stock Exchange is closed
for trading.
In the event that the Company and the Remarketing Underwriter do not agree
on the Applicable Treasury Security or the Spread for any Subsequent Interest
Period, the New Interest Rate for such Subsequent Interest Period will be the
Alternate Rate for such Subsequent Interest Period. The "Alternate Rate" for the
Remarketed Reset Notes for any Subsequent Interest Period will be the percentage
set forth below of the Alternate Treasury Rate (as defined below) based on the
prevailing rating of the Remarketed Reset Notes in effect at the close of
business on the Business Day preceding the Rate Determination Date for such
Subsequent Interest Period:
<TABLE>
<CAPTION>
PREVAILING RATING PERCENTAGE
- -------------------------------------------------------------------------------------------------------- -----------
<S> <C>
Aaa/AAA................................................................................................. 120%
Aa3/AA-................................................................................................. 125%
A3/A-................................................................................................... 135%
Baa3/BBB-............................................................................................... 150%
Below Baa3/BBB-......................................................................................... 200%
</TABLE>
For purposes of this definition, the "prevailing rating" of the Remarketed Reset
Notes is (a) Aaa/AAA, if the Remarketed Reset Notes have a rating of Aaa by
Moody's Investors Service, Inc. or its successor ("Moody's") and AAA by Standard
& Poor's Corporation or its successor ("S&P") or the equivalent of such ratings
by a substitute rating agency or substitute rating agencies selected as provided
below, (ii) if not Aaa/AAA, then Aa3/AA-, if the Remarketed Reset Notes have a
rating of Aa3 or better by Moody's and AA- or better by S&P or the equivalent of
such ratings by a substitute rating agency or substitute rating agencies
selected as provided below, (iii) if not Aaa/ AAA or Aa3/AA-, then A3/A-, if the
Remarketed Reset Notes have a rating of A3 or better by Moody's and A- or better
by S&P or the equivalent of such ratings by a substitute rating agency or
substitute rating agencies selected
18
<PAGE>
as provided below, (iv) if not Aaa/AAA, Aa3/AA- or A3/A-, then Baa3/BBB-, if the
Remarketed Reset Notes have a rating of Baa3 or better by Moody's and BBB- or
better by S&P or the equivalent of such ratings by a substitute rating agency or
substitute rating agencies selected as provided below, and (v) if not Aaa/AAA,
Aa3/AA-, A3/A- or Baa3/BBB-, then Below Baa3/BBB-. If Moody's or S&P or both
shall not make such a rating available, the Rate Agent shall select a nationally
recognized securities rating agency or two nationally recognized securities
rating agencies to act as substitute rating agency or substitute rating
agencies, as the case may be.
The term "Alternate Treasury Rate" for any Subsequent Interest Period means
the rate for the most recent auction of direct obligations of the United States
having the period to maturity equal to the term of such Subsequent Interest
Period (or if the term of the Subsequent Interest Period is four years, the
average of the rates for such obligations having three years and five years,
respectively, to maturity), as made available in H.15(519) under the heading
"Treasury Constant Maturities" by 3:00 p.m., New York City time, on the Rate
Determination Date for such Subsequent Interest Period. If such rate or rates,
as the case may be, are not so made available by 3:00 p.m., New York City time,
on such Rate Determination Date, the Alternate Treasury Rate shall be, as
calculated by the Rate Agent, the yield to maturity for the most recent auction
of direct obligations of the United States having the period to maturity equal
to the term of such Subsequent Interest Period, expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 3:30 p.m., New York City time, on such Rate Determination Date of
three leading United States government securities dealers selected by the Rate
Agent (which may include the Rate Agent or an affiliate thereof).
Unless notice of redemption of the Remarketed Reset Notes as a whole has
been given, the Company will cause a notice to be published on the Business Day
following the Formula Date for each Subsequent Interest Period in the manner
described below, specifying (1) the term of such Subsequent Interest Period, (2)
the specific Interest Rate Formula for such Subsequent Interest Period
(including the Applicable Treasury Security and the Spread) or, if applicable,
the Alternate Rate, and (3) the identity of the Remarketing Underwriter, if
applicable. Such notice will be given by publication in a daily newspaper in the
English language of general circulation in The City of New York, which is
expected to be THE WALL STREET JOURNAL.
All percentages resulting from any calculation of the New Interest Rate will
be rounded, if necessary, to the nearest hundredth of a percentage point, with
five one thousandth of a percentage point rounded upward.
In the event the Company and the Remarketing Underwriter agree on the
Applicable Treasury Security and the Spread on the Formula Date with respect to
any Subsequent Interest Period, the Company and the Remarketing Underwriter will
enter into a Remarketing Underwriting Agreement (the "Remarketing Underwriting
Agreement") on such formula date, under which the Remarketing Underwriter will
agree, subject to the terms and conditions set forth therein, to purchase on May
1, 1996 and on any May 1 thereafter immediately following the end of a
Subsequent Interest Period or December 15, 1994 and on any December 15
immediately following the end of a Subsequent Interest Period with respect to
the 2018 Remarketed Reset Notes and the 2007 Remarketed Reset Notes,
respectively (the "Tender Date"), all Remarketed Reset Notes with respect to
which the Remarketing Underwriter receives a Tender Notice as described below at
100% of the principal amount thereof (the "Purchase Price"). In such event
(except as otherwise provided in the next succeeding paragraph), each beneficial
owner of a Remarketed Reset Note may, at such owner's option, upon giving notice
as provided below (the "Tender Notice"), tender such Remarketed Reset Note for
purchase by the Remarketing Underwriter on the Tender Date at the Purchase
Price. The Purchase Price will be paid by the Remarketing Underwriter in
accordance with the standard procedures of the Depository, which currently
provide for payments in next-day funds settled through the New York Clearing
House. Interest accrued on the Remarketed Reset Notes with respect to the
preceding interest period will be paid in the manner described above. If such
beneficial owner has an account at the Remarketing Underwriter and tenders such
Remarketed Reset Note through such account, such beneficial owner will not be
required to pay any fee or commission to the Remarketing Underwriter. If such
Remarketed Reset Note is tendered through a broker,
19
<PAGE>
dealer, commercial bank, trust company or other institution, other than the
Remarketing Underwriter, such holder may be required to pay fees or commissions
to such other institution. It is currently anticipated that Remarketed Reset
Notes so purchased by the Remarketing Underwriter will be remarketed by it.
The Tender Notice must be received by the Remarketing Underwriter during the
period commencing on the Business Day following the Formula Date and ending at
5:00 p.m., New York City time, on the second Business Day following the Formula
Date (the "Notice Date"). In order to ensure that a Tender Notice is received on
a particular day, the beneficial owner of Remarketed Reset Notes must direct his
broker or other designated Participant or indirect participant to give such
Tender Notice before the broker's cut-off time for accepting instructions for
that day. Different firms may have different cut-off times for accepting
instructions from their customers. Accordingly, beneficial owners should consult
the brokers or other Participants or indirect participants through which they
own their interests in the Remarketed Reset Notes for the cut-off times for such
brokers, other Participants or indirect participants. Except as otherwise
provided below, a Tender Notice shall be irrevocable. If a Tender Notice is not
received for any reason by the Remarketing Underwriter with respect to any
Remarketed Reset Note by 5:00 p.m., New York City time, on the Notice Date the
beneficial owner of such Remarketed Reset Note shall be deemed to have elected
not to tender such Note for purchase by the Remarketing Underwriter.
The obligation of the Remarketing Underwriter to purchase Notes will be
subject to several conditions precedent set forth in the Remarketing
Underwriting Agreement that are customary in the Company's domestic public
offerings, including a condition that no material adverse change in the
condition of the Company and its subsidiaries, taken as a whole, shall have
occurred since the Formula Date. In addition, the Remarketing Underwriting
Agreement will provide for the termination thereof by the Remarketing
Underwriter upon the occurrence of certain events that are also customary in the
Company's domestic public offerings. In the event that, with respect to any
Subsequent Interest Period, the Remarketing Underwriter does not for any reason
purchase on the relevant Tender Date all of the Remarketed Reset Notes for which
a Tender Notice shall have been given, (1) all such Tender Notices shall be null
and void, (2) none of the Remarketed Reset Notes for which such Tender Notices
shall have been given shall be purchased by the Remarketing Underwriter on such
Tender Date, (3) the New Interest Rate for such Subsequent Interest Period shall
be the greater of the Alternate Rate for such Subsequent Interest Period and the
rate determined pursuant to the Interest Rate Formula for such Subsequent
Interest Period and (4) the Remarketed Reset Notes will be redeemable at the
option of the Company, in whole but not in part, upon at least 10 Business Days'
prior notice given on the first or second Business Day following the relevant
Tender Date in the manner described below, at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the
redemption date.
No beneficial owner of any Remarketed Reset Note shall have any rights or
claims under the Remarketing Underwriting Agreement or against the Company or
the Remarketing Underwriter as a result of the Remarketing Underwriter not
purchasing such Notes, except as provided in clause (3) of the last sentence of
the preceding paragraph. The Company will have no obligation under any
circumstance to repurchase any Remarketed Reset Notes, except in the case of
Remarketed Reset Notes called for redemption as described below.
If the Remarketing Underwriter does not purchase all Remarketed Reset Notes
tendered for purchase on any Tender Date, it will promptly notify the Company
and the Trustee. As soon as practicable after receipt of such notice, the
Company will cause a notice to be published setting forth the New Interest Rate
for such Subsequent Interest Period. Such notice will be published in a daily
newspaper in the English language of general circulation in The City of New
York, which is expected to be THE WALL STREET JOURNAL.
The term "Remarketing Underwriter" means the nationally recognized
broker-dealer selected by the Company to act as remarketing underwriter (the
"Remarketing Underwriter"). The term "Rate Agent" means the nationally
recognized broker-dealer selected by the Company as its agent to determine the
New Interest Rate for any Subsequent Interest Period (the "Rate Agent").
Pursuant to two Remarketing Agreements dated as of December 15, 1987 and April
28, 1988, respectively, with the Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated has agreed to act as Remarketing Underwriter and Rate Agent. The
Company, in its sole discretion, may change the Remarketing Underwriter and the
Rate Agent for any Subsequent Interest Period at any time on or prior to
20
<PAGE>
3:00 p.m., New York City time, on the Formula Date relating thereto. In the
event Merrill Lynch, Pierce, Fenner & Smith Incorporated is at any time no
longer acting as Remarketing Underwriter and Rate Agent with respect to the 2007
Remarketed Reset Notes, Kidder, Peabody has agreed to accept appointment as
successor Remarketing Underwriter and Rate Agent.
The 2007 Remarketed Reset Notes may not be redeemed prior to December 15,
1994. On that date and on any December 15 thereafter immediately following the
end of a Subsequent Interest Period, the 2007 Remarketed Reset Notes may be
redeemed, at the option of the Company, in whole or in part, upon notice thereof
given at any time during the 30 calendar day period ending on the applicable
Formula Date (provided that notice of any partial redemption must be given at
least 30 calendar days prior to the redemption date), at a redemption price
equal to 100% of the principal amount thereof, together with accrued interest to
such redemption date. In the event that less than all of the outstanding Notes
are to be redeemed, the 2007 Remarketed Reset Notes to be redeemed shall be
selected by such method as the Company shall deem fair and appropriate.
The 2018 Remarketed Reset Notes may not be redeemed prior to May 1, 1996. On
that date and on any May 1 thereafter immediately following the end of a
Subsequent Interest Period, the 2018 Remarketed Reset Notes may be redeemed, at
the option of the Company, in whole or in part, upon notice thereof given at any
time during the 30 calendar day period ending on the applicable Formula Date
(provided that notice of any partial redemption must be given at least 30
calendar days prior to the redemption date), at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to such
redemption date. In the event that less than all of the outstanding 2018
Remarketed Reset Notes are to be redeemed, the 2018 Remarketed Reset Notes to be
redeemed shall be selected by such method as the Company shall deem fair and
appropriate.
THE REMARKETED RESET NOTES ARE BOOK-ENTRY NOTES. See "Description of Debt
Securities--Book-Entry Debt Securities." So long as the Global Note is held by
the Depository, the Company will give notice to the Depository, whose nominee is
the record holder of all of the Remarketed Reset Notes, and the Depository will
determine the principal amount to be redeemed from the account of each
Participant. A Participant may determine to redeem from some beneficial owners
(which may include a Participant holding Notes for its own account) without
redeeming from the accounts of other beneficial owners. The Remarketed Reset
Notes are also subject to redemption as provided above.
Notice of redemption of the Remarketed Reset Notes will be given by
publication in a daily newspaper in the English language of general circulation
in The City of New York, which is expected to be THE WALL STREET JOURNAL.
RESET NOTES
The Reset Notes Due 2018 were originally issued in the aggregate principal
amount of $500,000,000 (of which $24,897,000 are currently outstanding) and will
mature on March 15, 2018.
The Reset Notes bear interest payable semi-annually on March 15 and
September 15 of each year commencing September 15, 1988, to the persons in whose
names the Reset Notes are registered at the close of business on the last day of
the month preceding such March 15 and September 15, as the case may be. The
interest rate per annum applicable during the three-year interest period ending
March 15, 1997 is 5.61%. Each subsequent interest period (a "Subsequent Interest
Period") will be the period of three years commencing on a March 15 (the
"Commencement Date") and ending three years subsequent thereto through and
including 2018. Interest payable on any September 15 or March 15 will accrue
from and including the preceding March 15 or September 15, as the case may be,
to and including the day preceding such interest payment date. Unless notice of
redemption of the Notes as a whole has been given, the next Commencement Date
will be March 15, 1997.
The rate of interest per annum that will be applicable during each
Subsequent Interest Period (a "New Interest Rate") will be the rate equal to
108% of the Three Year Treasury Rate. The term "Three Year Treasury Rate" for
any Subsequent Interest Period means the rate for direct obligations of the
United States having a three year period to
21
<PAGE>
maturity, as made available by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication, under the heading "Treasury Constant Maturities" for the
tenth Business Day preceding the Commencement Date for such Subsequent Interest
Period. If such rate is not so made available for the tenth Business Day
preceding such Commencement Date, the Three Year Treasury Rate shall be the
yield to maturity for the Selected Treasury Security (as defined below) computed
by the Rate Agent (as defined below) by taking the arithmetic mean of the
secondary market bid rates, as of the close of business, New York City time, on
such tenth prior Business Day, of three leading United States government
securities dealers selected by the Rate Agent (which may include the Rate Agent
or an affiliate thereof). All percentages from any calculation of a New Interest
Rate will be rounded, if necessary, to the nearest hundredth of a percentage
point, with five one thousandths of a percentage point rounded upward. The term
"Selected Treasury Security" means the direct obligation or obligations of the
United States selected by the Rate Agent, in its best judgment, as being the
most representative (in terms of liquidity and remaining term to maturity) of a
direct obligation of the United States having a three year period to maturity.
The term "Business Day" means any day other than a Saturday or Sunday or a day
on which commercial banks in The City of New York are required or authorized to
close or a day on which the New York Stock Exchange is closed for trading. The
term "Rate Agent" means a leading United States government securities dealer
selected by the Company. The Company initially has designated Salomon Brothers
Inc as the Rate Agent. Unless notice of redemption of the Reset Notes as a whole
has been given, the Company will cause to be published no later than the fifth
Business Day preceding the beginning of each Subsequent Interest Period, in the
manner described below, the New Interest Rate for such Subsequent Interest
Period. Such notice will be given by publication in a daily newspaper in the
English language of general circulation in The City of New York, which is
expected to be THE WALL STREET JOURNAL.
On any March 15 immediately following the end of a Subsequent Interest
Period, the Notes may be redeemed, at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days' notice by mail at a
redemption price equal to 100% of the principal amount thereof. Interest due on
any such March 15 will be paid to the person who was the registered holder on
the record date therefor.
UNISSUED DEBT SECURITIES
The title, principal amount, date of issuance, maturity date, interest rate,
interest payment dates, record dates for the payment of interest and any other
material terms not otherwise set forth in this Prospectus, in respect of any
Debt Securities not yet issued as of the date of this Prospectus and as to which
this Prospectus is being delivered, will be set forth in a supplement hereto.
Except as otherwise set forth in such supplement, such Debt Securities will be
issued under the 1986 Indenture and will have the terms described herein under
"Description of Debt Securities-- General, --Certain Covenants of the Company,
- --Modification of the Indentures and --Events of Default".
FOREIGN CURRENCY RISKS
THIS PROSPECTUS DOES NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN FOREIGN
CURRENCY DEBT SECURITIES THE PAYMENT OF WHICH IS TO BE MADE IN OR RELATED TO THE
VALUE OF A FOREIGN CURRENCY OR A COMPOSITE CURRENCY AND THE COMPANY DISCLAIMS
ANY RESPONSIBILITY TO ADVISE PROSPECTIVE PURCHASERS OF SUCH RISKS AS THEY EXIST
AT THE DATE OF THIS PROSPECTUS OR AS SUCH RISKS MAY CHANGE FROM TIME TO TIME.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS
TO THE RISKS ENTAILED BY AN INVESTMENT IN SUCH DEBT SECURITIES. SUCH DEBT
SECURITIES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE
UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY, CURRENCY UNIT OR INDEXED
TRANSACTIONS.
The information set forth is this Prospectus with respect to foreign
currency risks is general in nature. The Company disclaims any responsibility to
advise prospective purchasers of Foreign Currency Debt Securities with respect
to any matters that may affect the purchase, holding or receipt of payments of
principal of, premium, if any, and interest on such Debt Securities. Such
persons should consult their own counsel with regard to such matters.
22
<PAGE>
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Debt Securities that are denominated in, or the payment of
which is to be or may be made in or related to the value of, a specified
currency or composite currency other than U.S. dollars entails significant risks
that are not associated with a similar investment in a security denominated in
U.S. dollars. Such risks include the possibility of significant changes in rates
of exchange between the U.S. dollar and the various foreign or composite
currencies after the issue of the Debt Securities and the possibility of the
imposition or modification of foreign exchange controls by either the U.S. or
foreign governments. Such risks generally depend on economic and political
events over which the Company has no control. In recent years, rates of exchange
between U.S. dollars and certain foreign and composite currencies have been
highly volatile and such volatility may be expected to continue in the future.
Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations in such rate that may occur
during the term of any Note. Depreciation of the specified currency or composite
currency for a Debt Security against the U.S. dollar would result in a decrease
in the effective yield of such Debt Security below its coupon rate and, in
certain circumstances, could result in a loss to the investor on a U.S. dollar
basis.
Foreign exchange rates can either be fixed by sovereign governments or
float. Exchange rates of most economically developed nations are permitted to
fluctuate in value relative to the U.S. dollar. National governments, however,
rarely voluntarily allow their currencies to float freely in response to
economic forces. Governments in fact use a variety of techniques, such as
intervention by a country's central bank or imposition of regulatory controls or
taxes, to affect the exchange rate of their currencies. Governments may also
issue a new currency to replace an existing currency or alter the exchange rate
or relative exchange characteristics by devaluation or revaluation of a
currency. Thus, a special risk in purchasing Foreign Currency Debt Securities is
that their U.S. dollar-equivalent yields could be affected by governmental
actions, which could change or interfere with theretofore freely determined
currency valuation, fluctuations in response to other market forces, and the
movement of currencies across borders. There will be no adjustment or change in
the terms of such Debt Securities in the event that exchange rates should become
fixed, or in the event of any devaluation or revaluation or imposition of
exchange or other regulatory controls or taxes, or in the event of other
developments affecting the U.S. dollar or any applicable Specified Currency.
Governments have imposed from time to time, and may in the future impose,
exchange controls which could affect exchange rates as well as the availability
of a specified foreign currency at the time of payment of principal of, and
premium, if any, or interest, if any, on a Debt Security. Even if there are no
actual exchange controls, it is possible that the Specified Currency for any
particular Debt Security not denominated in U.S. dollars would not be available
at such Debt Security maturity. In that event, the Company would make required
payments in U.S. dollars on the basis of the market exchange rate on the date of
such payment, or if such rate of exchange is not then available, on the basis of
the market exchange rate as of the most recent practicable date. See
"Description of Debt Securities--Fixed Rate Notes--Payment Currency."
GOVERNING LAW AND JUDGMENTS
The Indentures and Debt Securities will be governed by and construed in
accordance with the laws of the State of New York. If an action based on Foreign
Currency Debt Securities were commenced in a New York court, such court would
render or enter a judgment or decree in the Specified Currency. Such judgment
would then be converted into U.S. dollars at the rate of exchange prevailing on
the date of entry of the judgment or decree. In the event an action based on
Foreign Currency Debt Securities were commenced in a court in the United States
outside New York, it is likely that the judgment currency would be U.S. dollars,
but the method of determining the applicable exchange rate may differ.
PLAN OF DISTRIBUTION
This Prospectus is to be used by Kidder, Peabody & Co. Incorporated in
connection with offers and sales related to market-making transactions in the
Debt Securities by and through Kidder, Peabody & Co. Incorporated, at negotiated
prices related to prevailing market prices at the time of sale or otherwise.
Kidder, Peabody & Co.
23
<PAGE>
Incorporated may act as principal or agent in such transactions. The Debt
Securities may be offered on the New York Stock Exchange in the event the
particular issue of Debt Securities has been listed thereon, or off such
Exchange in negotiated transactions, or otherwise.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the Debt Securities has been
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 interest 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, 1993 and 1992 and for
each of the years in the three-year period ended December 31, 1993, appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference herein, have been incorporated herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1993, financial statements refers to a change in the method of
accounting for certain investments in securities.
24
<PAGE>
APPENDIX A
MEDIUM-TERM NOTES, SERIES A
<TABLE>
<CAPTION>
INTEREST
ORIGINAL ORIGINAL RATE
PRINCIPAL MATURITY TRADE PER
AMOUNT DATE DATE ANNUM
- -------------- ---------- ---------- ---------
<S> <C> <C> <C>
$ 4,000,000 11/21/94 11/10/88 9.1300
10,950,000 6/20/95 9/08/88 9.2100
9,470,000 6/20/95 9/08/88 9.2100
165,000 9/15/95 9/23/88 9.2500
300,000 9/28/95 9/20/88 9.2400
500,000 10/05/95 9/27/88 9.3200
420,000 10/05/95 9/27/88 9.3200
200,000 10/05/95 9/28/88 9.3400
650,000 10/16/95 10/06/88 9.1400
100,000 10/16/95 10/05/88 9.1200
100,000 10/16/95 10/11/88 9.0400
600,000 11/15/95 11/04/88 9.1000
500,000 11/17/95 10/05/88 9.1200
500,000 11/28/95 11/10/88 9.2200
20,000,000 6/24/97 6/12/89 8.6500
15,000,000 6/30/97 6/12/89 8.6500
2,500,000 10/21/97 10/13/88 9.2000
1,000,000 6/01/98 11/07/88 9.3500
175,000 6/01/98 11/10/88 9.3200
125,000 9/23/98 9/15/88 9.2800
5,000,000 9/28/98 9/20/88 9.4100
100,000 10/01/98 9/22/88 9.3500
10,000,000 10/05/98 9/27/88 9.4600
400,000 10/05/98 9/28/88 9.4500
300,000 10/05/98 9/28/88 9.4500
250,000 10/06/98 9/29/88 9.3800
500,000 10/16/98 10/05/88 9.2300
200,000 10/16/98 10/05/88 9.2300
100,000 10/20/98 10/13/88 9.2100
200,000 11/02/98 10/25/88 9.2100
500,000 11/16/98 11/04/88 9.2400
1,500,000 7/14/99 5/30/89 9.0500
<CAPTION>
INTEREST
ORIGINAL ORIGINAL RATE
PRINCIPAL MATURITY TRADE PER
AMOUNT DATE DATE ANNUM
- -------------- ---------- ---------- ---------
<S> <C> <C> <C>
$ 500,000 7/14/99 6/05/89 8.8000
250,000 7/15/99 6/05/89 8.7600
500,000 12/01/99 5/31/89 9.0800
500,000 12/01/99 6/01/89 9.0600
500,000 12/01/99 6/05/89 8.7800
100,000 12/14/99 5/30/89 9.0400
10,250,000 9/25/00 9/15/89 8.7500
10,000,000 9/24/01 9/15/89 8.7500
10,000,000 9/24/02 9/15/89 8.7500
20,000,000 3/14/03 9/15/89 8.7500
15,000,000 3/14/03 9/15/89 8.7500
10,000,000 3/14/03 9/15/89 8.7500
50,000,000 6/18/03 6/05/89 8.8800
1,100,000 7/14/04 6/05/89 8.8800
5,000,000 9/15/04 6/05/89 8.9000
5,000,000 9/15/05 6/02/89 9.0000
5,000,000 9/15/06 6/02/89 9.0000
2,000,000 9/15/06 6/02/89 9.0000
1,300,000 12/15/06 6/02/89 9.0600
1,000,000 7/17/07 5/30/89 9.1600
10,000,000 12/31/07 6/02/89 9.0800
250,000 9/30/08 9/20/88 9.5500
700,000 10/01/08 9/20/88 9.5600
100,000 10/01/08 9/23/88 9.5500
400,000 10/06/08 9/28/88 9.6400
2,000,000 12/01/08 8/23/88 9.8300
5,000,000 12/09/08 6/01/89 9.2100
15,000,000 12/15/08 8/23/88 9.8300
10,000,000 12/15/08 6/12/89 8.6900
5,000,000 12/30/08 5/30/89 9.1800
5,000,000 12/30/08 5/30/89 9.1900
5,000,000 7/15/09 6/06/89 8.9600
5,000,000 7/16/08 5/30/89 9.1900
</TABLE>
MEDIUM-TERM NOTES, SERIES B
<TABLE>
<CAPTION>
INTEREST
ORIGINAL ORIGINAL RATE
PRINCIPAL MATURITY TRADE PER
AMOUNT DATE DATE ANNUM
- -------------- ---------- ---------- ---------
<S> <C> <C> <C>
$20,000,000 3/14/03 9/15/89 8.7500
</TABLE>
A-1
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus or any Prospectus Supplement hereto and, if given or made, such
information or representations must not be relied upon as having been
authorized. This Prospectus and any Prospectus Supplement hereto do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the Debt Securities described in this Prospectus or any Prospectus
Supplement hereto. This Prospectus and any Prospectus Supplement hereto do not
constitute an offer to sell or a solicitation of an offer to buy such Debt
Securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus or any Prospectus Supplement hereto nor
any sale made hereunder or thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
their respective dates or that the information contained or incorporated by
reference herein or therein is correct as of any time subsequent to their
respective dates.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS
Available Information................................. 2
Documents Incorporated by Reference................... 2
The Company........................................... 2
Description of Debt Securities........................ 3
Foreign Currency Risks................................ 22
Plan of Distribution.................................. 23
Legal Opinions........................................ 24
Experts............................................... 24
</TABLE>
GENERAL ELECTRIC
CAPITAL CORPORATION
CERTAIN DEBT SECURITIES
----------------------------
PROSPECTUS
----------------------------
KIDDER, PEABODY & CO.
Incorporated
August , 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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........................................... $ 100
Accounting Fees and Expenses.................................................... 1,500*
Printing and Engraving Fees..................................................... 20,000*
Miscellaneous................................................................... 900*
---------
Total........................................................... $ 22,500*
---------
---------
<FN>
- --------------------------
* Estimated, and subject to future contingencies.
</TABLE>
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 judgment 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 a 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 who 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
director 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 adjudicated, 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 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.
II-1
<PAGE>
Reference is made to Article VI of the Underwriting Agreement filed as
Exhibit 1(a) hereto for a description of the indemnification arrangements in
connection with any underwritten offering of the Securities registered hereby.
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 of 1974.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE
NUMBER TO FILINGS INDICATED DESCRIPTION
- ------ -------------------------------------------------- --------------------------------------------------
<S> <C> <C>
1(a) -- Exhibit 1(a) to the Company's Registration State- Form of Underwriting Agreement.
ment on Form S-3 (No. 33-50909).
(b) -- Exhibit 1(b) to the Company's Registration State- Form of Amended and Restated U.S. Distribution
ment on Form S-3 (No. 33-50909). Agreement dated as of August 31, 1993 among the
Company and the Dealers party thereto.
(c) -- Exhibit 1(c) to the Company's Registration State- Form of Amended and Restated Euro Distribution
ment on Form S-3 (No. 33-50909). Agreement dated as of August 31, 1993 among the
Company and the Dealers party thereto.
4(a) -- Exhibit 4(a) to the Company's Registration State- Form of Amended and Restated General Electric
ment on Form S-3 (No. 33-54009). Capital Corporation Standard Global Multiple-
Series Indenture Provisions dated as of June 1,
1994.
(b) -- Exhibit 4(b) to the Company's Registration State- Form of Amended and Restated General Electric
ment on Form S-3 (No. 33-54009). Capital Corporation Standard Multiple-Series In-
denture Provisions dated as of June 1, 1994.
(c) -- Exhibit 4(c) to the Company's Registration State- Form of Amended and Restated Indenture dated as of
ment on Form S-3 (No. 33-54009). June 1, 1994 between the Company and Mer-
cantile-Safe Deposit and Trust Company, as Trus-
tee.
(d) -- Exhibit 4(d) to the Company's Registration State- Form of Amended and Restated Indenture dated as of
ment on Form S-3 (No. 33-54009). June 15, 1994 between the Company and Mer-
cantile-Safe Deposit and Trust Company, as Trus-
tee.
(e) -- Exhibit 4(e) to the Company's Registration State- Indenture dated as of March 15, 1986 between the
ment on Form S-3 (No. 33-18118). Company and Mercantile-Safe Deposit and Trust
Company, as Trustee.
(f) -- Exhibit 4(m) to the Company's Registration State- Form of First Supplemental Indenture dated as of
ment on Form S-3 (No. 33-20654). December 15, 1987 to Indenture dated as of March
15, 1986 between the Company and Mercantile-Safe
Deposit and Trust Company, as Trustee.
(g) -- Exhibit 4(f) to the Company's Registration State- Form of Note [Full Coupon].
ment on Form S-3 (No. 33-18118).
(h) -- Exhibit 4(g) to the Company's Registration State- Form of Note [Deep Discount].
ment on Form S-3 (No. 33-18118).
(i) -- Exhibit 4(h) to the Company's Registration State- Form of Note [Zero Coupon].
ment on Form S-3 (No. 33-18118).
(j) -- Exhibit 4(i) to the Company's Registration State- Form of Note [Variable Rate].
ment on Form S-3 (No. 33-18118).
(k) -- Exhibit 4(j) to the Company's Registration State- Form of Note [Extendible].
ment on Form S-3 (No. 33-18118).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE
NUMBER TO FILINGS INDICATED DESCRIPTION
- ------ -------------------------------------------------- --------------------------------------------------
<S> <C> <C>
(l) -- Exhibit 4(k) to the Company's Registration State- Form of Warrant Agreement.
ment on Form S-3 (No. 33-18118).
(m) -- Exhibit 4(u) to the Company's Registration State- Form of Global Medium-Term Note, Series A, Fixed
ment on Form S-3 (No. 33-50909). Rate Registered Note.
(n) -- Exhibit 4(v) to the Company's Registration State- Form of Global Medium-Term Note, Series A,
ment on Form S-3 (No. 33-50909). Floating Rate Registered Note.
(o) -- Exhibit 4(w) to the Company's Registration State- Form of Global Medium-Term Note, Series B/C, Fixed
ment on Form S-3 (No. 33-50909). Rate Temporary Global Bearer Note.
(p) -- Exhibit 4(x) to the Company's Registration State- Form of Global Medium-Term Note, Series B/C,
ment on Form S-3 (No. 33-50909). Floating Rate Temporary Global Bearer Note.
(q) -- Exhibit 4(y) to the Company's Registration State- Form of Global Medium-Term Note, Series B/C, Fixed
ment on Form S-3 (No. 33-50909). Rate Bearer/Registered Note.
(r) -- Exhibit 4(z) to the Company's Registration State- Form of Global Medium-Term Note, Series B/C,
ment on Form S-3 (No. 33-50909). Floating Rate Bearer/Registered Note.
(s) -- Exhibit 4(aa) to the Company's Registration State- Form of Global Medium-Term Note, Series B/C, Fixed
ment on Form S-3 (No. 33-50909). Rate Permanent Global Bearer Note.
(t) -- Exhibit 4(bb) to the Company's Registration State- Form of Global Medium-Term Note, Series B/C,
ment on Form S-3 (No. 33-50909). Floating Rate Permanent Global Bearer Note.
5 -- Opinion and consent of Bruce C. Bennett, Associ-
ate 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 LLP (contained in
Part II of this Registration Statement).
Consent of Bruce C. Bennett is included in his
opinion referred to in Exhibit 5 above.
Consent of James Kalashian, General Tax Counsel of
the Company.
24 -- Power of Attorney.
25(a) -- Exhibit 25(a) to the Company's Registration State- Form T-1 Statement of Eligibility and
ment on Form S-3 (No. 33- ). Qualification under the Trust Indenture Act of
1939 of Mercantile-Safe Deposit and Trust Company,
in respect of the Indenture filed as Exhibit 4(c),
the First Supplemental Indenture filed as Exhibit
4(d).
(b) -- Exhibit 25(b) to the Company's Registration State- Form T-1 Statement of Eligibility and
ment on Form S-3 (No. 33- ). Qualification under the Trust Indenture Act of
1939 of Mercantile-Safe Deposit and Trust Company,
in respect of the Indenture filed as Exhibit 4(d).
</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
II-3
<PAGE>
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 a 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 successful defense of any action, suit or
proceeding) is asserted by such director, officer or 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 public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<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 24th day of August, 1994.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------------ ------------------------------ ---------------
<C> <S> <C>
Chairman of the Board,
President and Chief
Executive Officer (Principal
* GARY C. WENDT Executive Officer)
-----------------------------------------------------
(Gary C. Wendt)
Senior Vice President,
Finance and Director
(Principal
Financial and Accounting
/s/ JAMES A. PARKE Officer)
-----------------------------------------------------
(James A. Parke)
Senior Vice President -- August 24, 1994
Corporate Treasury and
* JEFFREY S. WERNER Global Funding Operation
-----------------------------------------------------
(Jeffrey S. Werner)
* N.D.T. ANDREWS Director
-----------------------------------------------------
(N.D.T. Andrews)
* JAMES R. BUNT Director
-----------------------------------------------------
(James R. Bunt)
* MICHAEL A. NEAL Director
-----------------------------------------------------
(Michael A. Neal)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------------ ------------------------------ ---------------
<C> <S> <C>
* DENNIS D. DAMMERMAN Director
-----------------------------------------------------
(Dennis D. Dammerman)
* PAOLO FRESCO Director
-----------------------------------------------------
(Paolo Fresco)
* BENJAMIN W. HEINEMAN, JR. Director
-----------------------------------------------------
(Benjamin W. Heineman, Jr.)
* BURTON J. KLOSTER, JR. Director
-----------------------------------------------------
(Burton J. Kloster, Jr.)
* HUGH J. MURPHY Director August 24, 1994
-----------------------------------------------------
(Hugh J. Murphy)
* DENIS J. NAYDEN Director
-----------------------------------------------------
(Denis J. Nayden)
* JOHN M. SAMUELS Director
-----------------------------------------------------
(John M. Samuels)
* EDWARD D. STEWART Director
-----------------------------------------------------
(Edward D. Stewart)
* JOHN F. WELCH, JR. Director
-----------------------------------------------------
(John F. Welch, Jr.)
*By /s/ JAMES A. PARKE Attorney-in-fact
------------------------------------------------
(James A. Parke)
</TABLE>
II-6
<PAGE>
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 11, 1994 relating to the financial
statements and schedules of the Company and consolidated affiliates as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993 appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993. Our report refers to a change in 1993 in
the method of accounting for certain investments in securities.
We further consent to the reference to our firm under Experts in the
Prospectus.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
August 24, 1994
---------------------
CONSENT OF COUNSEL
The consent of Bruce C. Bennett, Associate General Counsel--Treasury
Operations and Assistant Secretary of the Company, to the reference to such
counsel under Legal Opinions in the Prospectus, and to the use of his opinion as
an Exhibit to the Registration Statement, is included in said opinion.
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ------------------------------------------------------------ ------
<C> <C> <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 James Kalashian, General Tax Counsel of the
Company.
24 -- Power of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5
August 24, 1994
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 resales by certain affiliates of the Company of $7,500,000,000 aggregate
principal amount of the Company's debt securities (the "Notes"), to be issued
from time to time either in whole under one or the other of two indentures, or
in part under each of such indentures, one of which is dated as of June 1, 1994
between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee,
as amended and restated as of such date, and the other one of which is dated as
of June 15, 1994 between the Company and Mercantile-Safe Deposit and Trust
Company, as Trustee, as amended and restated as of such date (each of such
indentures, as amended and restated, being herein called an "Indenture" and
such indentures being collectively called the "Indentures").
In my opinion, when the issuance of the Notes and approval of the final terms
thereof have been duly authorized by appropriate corporate action and the Notes
have been duly executed, authenticated and delivered against payment therefor,
subject to the final terms of the Notes being in compliance with then
applicable law, the Notes will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms and will entitle
the holders thereof to the benefits provided by the related Indenture or
Indentures, as the case may be, pursuant to which such Notes were issued 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 yours,
/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>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED -----------------------------------------------------
JULY 2, 1994 1993 1992 1991 1990 1989
------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN MILLIONS)
Net earnings............................ $ 885 $ 1,478 $ 1,251 $ 1,125 $ 1,021 $ 859
Provision for income taxes.............. 396 664 415 362 350 303
Minority interest in net earnings of
consolidated affiliates............... 61 114 14 (7) 4 9
------ --------- --------- --------- --------- ---------
Income before provision for income taxes
and minority interest................. 1,342 2,256 1,680 1,480 1,375 1,171
------ --------- --------- --------- --------- ---------
Fixed charges:
Interest.............................. 2,064 3,503 3,713 4,280 4,334 3,816
One-third of rentals.................. 74 138 90 34 33 25
------ --------- --------- --------- --------- ---------
Total fixed charges..................... 2,138 3,641 3,803 4,314 4,367 3,841
------ --------- --------- --------- --------- ---------
Less interest capitalized, net of
amortization.......................... 5 4 6 7 19 11
------ --------- --------- --------- --------- ---------
Earnings before provision for income
taxes and minority interest plus fixed
charges............................... $ 3,475 $ 5,893 $ 5,477 $ 5,787 $ 5,723 $ 5,001
------ --------- --------- --------- --------- ---------
------ --------- --------- --------- --------- ---------
Ratio of earnings to fixed charges...... 1.63 1.62 1.44 1.34 1.31 1.30
------ --------- --------- --------- --------- ---------
------ --------- --------- --------- --------- ---------
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT
I hereby consent to the inclusion of my opinion under the caption
"United States Tax Consideration" or any similar caption referring to United
States taxation and to any reference to me under the caption "Legal Opinions"
in any Prospectus Supplement or Pricing Supplement included in the Prospectus
included in this Registration Statement.
/s/ James M. Kalashian
----------------------
James M. Kalashian
General Electric Capital
Corporation
General Tax Counsel
<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 $7,500,000,000 of Debt
Securities and Warrants to purchase such Debt Securities, (ii) a Registration
Statement of the Corporation on Form S-3, under the 1933 Act, with respect to
resales of such Debt Securities, including market-making transactions, by and
through subsidiaries of Kidder, Peabody Group Inc. and (iii) any and all
amendments and post-effective amendments to such Registration Statements 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
27th day of July, 1994.
/s/ Gary C. Wendt /s/ James A. Parke
- ---------------------------------- -----------------------------
Gary C. Wendt, James A. Parke,
Chairman of the Board, President Senior Vice President, Finance
and Chief Executive Officer (Principal Financial and
(Principal Executive Officer) Accounting Officer)
/s/ Jeffrey S. Werner /s/ N.D.T. Andrews
- --------------------------------- -----------------------------
Jeffrey S. Werner, N.D.T. Andrews,
Senior Vice President - Corporate Treasury Director
and Global Funding Operation
<PAGE>
/s/ James R. Bunt /s/ Burton J. Kloster, Jr.
- --------------------------------- -----------------------------
James R. Bunt, Burton J. Kloster, Jr.,
Director Director
/s/ Michael A. Neal /s/ Denis J. Nayden
- --------------------------------- -----------------------------
Michael A. Neal, Denis J. Nayden,
Director Director
/s/ Dennis D. Dammerman /s/ John M. Samuels
- --------------------------------- -----------------------------
Dennis D. Dammerman, John M. Samuels,
Director Director
/s/ Paolo Fresco /s/ Edward D. Stewart
- --------------------------------- -----------------------------
Paolo Fresco Edward D. Stewart,
Director Director
/s/ Benjamin W. Heinemann, Jr. /s/ John F. Welch, Jr.
- --------------------------------- -----------------------------
Benjamin W. Heinemann, Jr. John F. Welch, Jr.,
Director Director
/s/ Hugh J. Murphy
- ---------------------------------
Hugh J. Murphy
Director
