PROSPECTUS Revised Pricing Supplement No. 1775
Dated July 12, 1993 Dated February 10, 1994
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
No. 33-49506
Dated July 12, 1993 Rule 424(b)(3)-Registration Statement
No. 33-49508
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES
(Floating Rate Notes)
Series: A __ B X C __ Trade Date: January 28, 1994
Principal Amount (in Specified Currency): US$100,000,000
Settlement Date (Original Issue Date): March 10, 1994
Price to Public (Issue Price): 100.00%
Net Proceeds to Issuer: US$99,750,000
Maturity Date: March 10, 1997
Interest Rate:
Interest Calculation:
X Regular Floating Rate, modified as described under "Additional
Terms-Interest" below
__ Inverse Floating Rate
__ Floating Rate/Fixed Rate
Day Count: Actual/360
Floating Interest Rate Basis:
__ CD Rate __ Commercial Paper Rate __ Federal Funds Rate
__ LIBOR __ Prime Rate
X Other (as described below under "Additional Terms-Interest")
Interest Payment Period:
__ Annual __ Semi-Annual __ Monthly X Quarterly
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED
IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO
THEM IN THE PROSPECTUS SUPPLEMENT.
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Revised Pricing Supplement No. 1775
Dated February 10, 1994
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Interest Payment Dates: Each June 10, September 10, December 10
and March 10, commencing June 10, 1994; provided, however,
that if any Interest Payment Date (other than the Maturity
Date) is a day that is not a Business Day, such Interest
Payment Date will be the next succeeding day that is a
Business Day unless such Business Day falls in the next
succeeding calendar month, in which case such Interest
Payment Date will be the immediately preceding Business
Day.
Interest Reset Periods and Dates:
__ Daily __ Weekly __ Monthly
X Quarterly: Each June 10, September 10, December 10 and
March 10, commencing June 10, 1994; provided, however, that
if any Interest Reset Date is a day that is not a Business
Day, such Interest Reset Date will be the next succeeding
day that is a Business Day unless such Business Day falls
in the next succeeding calendar month, in which case such
Interest Reset Date will be the immediately preceding
Business Day.
Interest Determination Dates (if other than as set forth in
the Prospectus Supplement): The Mexico City Business Day (as
defined herein) immediately preceding each quarterly reset
date. See "Additional Terms--Certain Defined Terms"
herein.
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Forms, Denominations, Exchange and Transfer.
Notes sold outside the United States will be evidenced by
interests in a permanent global bearer Note, which will be
exchanged for the temporary global bearer Note on or after the
Exchange Date. Notes sold in the United States will be
evidenced by interests in a permanent global registered Note,
which will be issued on the Original Issue Date. Each of the
temporary global bearer Note, the permanent global bearer Note
and the permanent global registered Note will be deposited with
a common depositary for the Euroclear Operator and Cedel.
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(Floating Rate Notes)
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Revised Pricing Supplement No. 1775
Dated February 10, 1994
Rule 424(b)(3)-Registration Statement
No. 33-58506
Rule 424(b)(3)-Registration Statement
No. 33-58508
Repayment, Redemption and Acceleration:
As described under "Additional Terms-Redemption at Maturity,"
"Additional Terms-Redemption at the Option of the Company" and
"Additional Terms-Mandatory Redemption" below
Original Issue Discount
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period: N/A
Amortizing Notes
Amortization Schedule: N/A
Additional Terms:
Interest. Interest on the Notes will be payable based on a
floating rate per annum derived based upon the following formula:
I = P x A x N x X
360 Y
Where I = Interest payable on the Note on an Interest Payment
Date or any redemption date.
P = Principal amount of the Note.
A = The sum of the Cetes Rate on the Interest
Determination Date relating to such Interest Payment
Date (or, in the case of a redemption on a date
other than an Interest Payment Date, the Cetes Rate
as determined on the Interest Determination Date
immediately preceding such redemption date) plus 20
basis points expressed as a decimal.
N = The actual number of days elapsed since the
immediately preceding Interest Payment Date
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(Floating Rate Notes)
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Revised Pricing Supplement No. 1775
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X = The Tesobono Rate (as defined below) on the Original
Issue Date.
Y = The Tesobono Rate on, or most immediately prior to,
the date that is two Mexico City Business Days prior
to (a) the relevant Interest Payment Date or (b) in
the case of a redemption on a date that is not an
Interest Payment Date, the date of redemption.
Redemption at Maturity. Holders of Notes will receive a payment
at maturity in respect of principal on the Notes equal to the
Principal Component (as defined below) plus interest thereon
(calculated as described under "Interest" above).
Redemption at the Option of the Company. The Notes are
redeemable at any time at the option of the Company, in whole and
not in part, upon not less than 10 nor more than 60 days' notice,
if the Tesobono Rate is not announced by the Banco de Mexico by
3:00 p.m., Mexico City time, on any day, upon the giving of a
notice of redemption as described below, at a redemption price
equal to the Principal Component plus interest thereon (calculated
as described under "Interest" above).
Mandatory Redemption. The Company shall be required to redeem
the Notes, in whole and not in part, on any Interest Payment Date
if (a) the Cetes Rate shall not have been announced by 3:00 P.M.,
Mexico City time on the day that is ten calendar days prior to such
Interest Payment Date (or, if such tenth calendar day is not a
Mexico City Business Day, on the immediately preceding Mexico City
Business Day) and (b) the Cetes Rate shall have been unavailable
for the 14 calendar days preceding such tenth calendar day
preceding such Interest Payment Date, upon the giving of notice of
redemption not more than five calendar days prior to such Interest
Payment Date at a redemption price equal to the Principal Component
plus interest thereon (calculated thereon as described under
"Interest" above).
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(Floating Rate Notes)
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Revised Pricing Supplement No. 1775
Dated February 10, 1994
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Notices. Notices to holders of the Notes will be given by
publication in an Authorized Newspaper in the English language of
general circulation in the Borough of Manhattan, The City of New
York, London and, so long as the Notes are listed on the Luxembourg
Stock Exchange, in an Authorized Newspaper in Luxembourg or, if
publication in either London or Luxembourg is not practical,
elsewhere in Western Europe. Such publication is expected to be
made in The Wall Street Journal, the Financial Times and the
Luxemburger Wort. Such notices will be deemed to have been given
on the date of such publication or, if published in such newspapers
on different dates, on the date of the first such publication.
Tax Redemption; Payment of Additional Amounts. The provisions
of the Prospectus Supplement under the captions "Description of
Notes-Tax Redemption" and "Description of Notes-Payment of
Additional Amounts" will not apply to Notes issued in registered
form.
Certain Defined Terms.
"Calculation Agent" means The Chase Manhattan Bank, N.A.,
acting through its London Branch.
"Cetes Rate" means, with respect to any Interest
Determination Date, the rate equal to the rate announced by
the Banco de Mexico on the Wednesday immediately prior to such
Interest Determination Date (or on such Interest Determination
Date, if such Interest Determination Date is a Wednesday) as
being the yield for the 91-day Cetes Note auctioned on the
next preceding Mexico City Business Day, as such announced
rate is published in the Boletin Bursatil. If more than one
yield for the 91-day Cetes Note is announced by the Banco de
Mexico on any Wednesday and published as described above, the
Cetes Rate for the relevant Interest Determination Date shall
be the arithmetic mean of the yields for the 91-day Cetes Note
so published. If Banco de Mexico fails to announce the yield
for the 91-day Cetes Note as described above by 3:00 p.m.,
Mexico City time, on any Wednesday, or such rate is not
published as described above for any other reason within two
Mexico City Business Days of such Wednesday, the Cetes Rate
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(Floating Rate Notes)
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Revised Pricing Supplement No. 1775
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for the relevant Interest Determination Date shall be the Cetes
Rate as determined on the immediately preceding Interest
Determination Date.
"Interest Determination Date" means, with respect to the
initial Interest Determination Date, the Original Issue Date
of the Notes, and, thereafter, the Mexico City Business Day
immediately preceding each Interest Reset Date.
"London Business Day" means any day other than a Saturday
or Sunday or any other day on which banking institutions are
generally authorized or obligated by law or regulation to
close in London, England.
"Mexico City Business Day" means any day other than a
Saturday or Sunday or any other day on which banking
institutions are generally authorized or obligated by law or
regulation to close in Mexico City, Mexico.
"Principal Component" means the principal component of
any redemption price (whether payable at maturity or upon
earlier redemption), derived based upon the following formula:
P = A x X
Y
Where P = Principal payable with respect to any Note at
maturity or at any earlier redemption date
A = Face amount of the Note
X = The Tesobono Rate on the Original Issue Date.
Y = The Tesobono Rate on the date that is two
Mexico City Business Days prior to the maturity
date or date of such earlier redemption
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(Floating Rate Notes)
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Revised Pricing Supplement No. 1775
Dated February 10, 1994
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"Tesobono Rate" means, with respect to any date (the
"Applicable Date"), the spot exchange rate announced by Banco de
Mexico to the Mexican Stock Exchange representing the number of
New Mexican Pesos that may be purchased for one United States
Dollar for settlement two Mexico City Business Days after the
Applicable Date, as published in the Boletin Bursatil on the
Applicable Date. If Banco de Mexico fails to announce such rate
by 3:00 p.m. Mexico City time, on any Applicable Date, then the
Tesobono Rate with respect to such Applicable Date will be the
arithmetic mean of the United States Dollar/New Mexican Peso
exchange rate as quoted on such Applicable Date by four leading
commercial banks in the unregulated United States Dollar/New
Mexican Peso foreign exchange market that are located in The
City of New York, London, England or Mexico City, Mexico as
selected by the Calculation Agent; provided, however, that if
the commercial banks selected by the Calculation Agent are not
quoting on any Applicable Date as set forth above, the Tesobono
Rate with respect to such Applicable Date will be the Tesobono
Rate as last published in the Boletin Bursatil.
Certain Considerations Relating to an Investment in the Notes
There is no precedent to indicate how the Notes will trade in the
secondary market or whether such market will be liquid. Neither
the Company nor the underwriters referred to below under "Plan of
Distribution" can provide any assurance that there will be
secondary market liquidity with respect to the Notes.
In addition, the trading value of the Notes, as well as the
principal amount of the Notes payable at maturity or earlier
redemption, may be affected by a number of interrelated factors,
including those listed below:
- Interest Rates in Mexico - Interest on the Notes is
calculated, in part, based upon the Cetes Rate. Movements in
the Cetes Rate may not necessarily approximate movements in
the U.S. Treasury Bill or other interest rates.
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(Floating Rate Notes)
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- US$/New Peso Exchange Rates - Principal payable on the
Notes is indexed, and interest payable on the Notes is
indexed in part, to the Tesobono Rate, which reflects the
US$/New Peso rate. If the peso declines in value against
the dollar at maturity or earlier redemption of the Notes
(or, in the case of interest, on the day five Mexico City
Business Days prior to any Interest Payment Date) as
compared with such rate at the settlement date, a holder's
principal payment or interest payment, as the case may be,
will decline accordingly.
The foregoing factors may be affected by political and economic
events in Mexico, including, among other things, the outcome of the
North American Free Trade Agreement.
Certain U.S. Federal Income Tax Considerations
The following information supplements the statements contained
in the Prospectus Supplement under the caption "United States Tax
Considerations - Tax Consequences to United States Holders".
In the opinion of James M. Kalashian, Esq., General Tax Counsel
of General Electric Capital Corporation, Tax Counsel to the
Company, the following summary describes the principal United
States federal income tax consequences of ownership and disposition
of the Notes to initial U.S. Holders of the Notes. Generally, a
debt instrument (such as the Notes) that provides for payments the
amounts of which are determined by reference to the value of one or
more nonfunctional currencies (generally, a currency other than the
U.S. dollar), is deemed to be a foreign currency transaction and
should be taxed in accordance with the rules described in Code
section 988 and the Treasury regulations promulgated thereunder
("Foreign Currency Regulations") as is explained in the Prospectus
Supplement under the caption "United States Tax Considerations -
Tax Consequences to United States Holders - Foreign Currency
Notes".
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(Floating Rate Notes)
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Revised Pricing Supplement No. 1775
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US$/New Peso Exchange Rates - Principal payable on the Notes is
indexed, and interest payable on the Notes is indexed in part, to
the Tesobono Rate, which reflects the US$/New Peso rate. The
application of the Foreign Currency Regulations to the Notes is not
entirely clear because the Foreign Currency Regulations reserve as
to the treatment of certain obligations that are classified as
contingent payment debt obligations. It is possible that the
interest rate formula on the Notes causes the Notes to be treated,
in whole, or in part, as contingent payment debt obligations. If
the Notes were treated as contingent payment debt obligations under
the Foreign Currency Regulations, one reasonable method of
including the quarterly interest payments on the Notes for U.S.
federal income tax purposes would be to treat such interest
payments as contingent interest.
Under general principles of current U.S. federal income tax law,
contingent interest on a Note is included in income by a U.S.
Holder when such interest is received or when it accrues in
accordance with the U.S. Holder's regular method of tax accounting.
Applying these rules, it would appear that a cash basis taxpayer
would include in income the amount of the interest payment as
interest at the time it is received and an accrual basis taxpayer
would accrue interest at the Cetes Rate over the interest period to
which it relates and treat the difference between the amount
accrued and the amount received as Code section 988 gain or loss
(i.e., ordinary gain or loss). It is also possible that the cash
basis taxpayer would recognize Code section 988 gain or loss equal
to the difference between the amount received and the nominal
dollar amount of the Cetes Rate.
The tax consequences of the Notes, alternatively, could be
controlled by proposed Treasury regulations (the "Proposed
Contingent Payment Regulations") issued on April 6, 1986, under the
original issue discount provisions of the Code which concerns the
treatment of contingent payment debt obligations. The Proposed
Contingent Payment Regulations generally would require interest on
the Notes to be included in income by a U.S. Holder at the time
such interest payments become fixed (for both a cash and accrual
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Revised Pricing Supplement No. 1775
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basis taxpayer). Generally, the Cetes Rate is fixed on the
Wednesday immediately prior to the Interest Determination Date.
The difference between the actual amount of the interest payment
received and the amount included when the Cetes Rate is fixed would
be treated as Code section 988 gain or loss. The Proposed
Contingent Payment Regulations contain a retroactive effective date
to April 6, 1986, and would apply to debt instruments issued on or
after that date if such regulations are ultimately adopted in their
current form. The principal payment on a Note received at maturity
would be accounted for under the general rules of the Foreign
Currency Regulations. See "United States Tax Considerations - Tax
Consequences to United States Holders - Foreign Currency Notes."
There is no assurance that the IRS will agree with the method
described above. It is possible that the IRS may assert a
different method for including income on the Notes which may affect
both the timing and character of income in respect of the Notes.
For example, it is possible that the IRS could assert that the
Notes have both contingent interest and principal under the
Proposed Contingent Payment Regulations. Under this methodology,
a U.S. Holder generally would treat payments denominated as
interest as includible in income to the extent it is deemed to have
accrued based on the product of the short-term Federal rate and the
adjusted issue price of a Note. The remainder of the payment, if
any, would be treated as a payment of principal. The adjusted
issue price for the initial Interest Period would be its issue
price. The issue price of a Note at the beginning of each
subsequent Interest Period would be equal to (a) the sum of (i) the
adjusted issue price at the beginning of the immediately preceding
Interest Period, and (ii) the amount of total interest deemed
accrued during the Interest Period, and (b) reduced by the amount
of all payments due during the immediate preceding Interest Period.
If, at the time of final maturity, the adjusted issue price exceeds
the total amount of the final payment, the entire amount of the
final payment shall be treated as principal and the Note shall be
treated as retired for such amount. If, conversely, at that time,
the total amount of the final payment exceeds the adjusted issue
price, the debt instrument shall be treated as retired for an
amount equal to such adjusted issue price, and the final payment
shall be treated as interest to the extent of such excess.
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Prospective purchasers of the Notes that would be subject to U.S.
federal income taxation on the income or gain in respect of such
Notes should consult their own tax advisors with regard to the
application of the Foreign Currency Regulations, the Proposed
Contingent Payment Regulations and the application of general U.S.
federal income tax law to their particular situations as well as
any tax consequences of an investment in the Notes arising under
the law of any other taxing jurisdiction.
Plan of Distribution
The Notes are being offered by the Company through the Kidder,
Peabody International Limited ("Kidder, Peabody"), which has agreed
to use its best efforts to solicit purchasers of Notes. The
commission payable by the Company to Kidder, Peabody with respect
to Notes sold by it will 0.2500% of the principal amount of such
Notes. The Company and Kidder, Peabody have agreed that if Kidder,
Peabody is unable to solicit purchasers for $100,000,000 aggregate
principal amount of Notes by the settlement date, Kidder, Peabody
will purchase from the Company, as principal, such unsold aggregate
principal amount of Notes on such date. Kidder, Peabody may resell
some or all of such Notes from time to time in negotiated
transactions or otherwise.
