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PROSPECTUS Pricing Supplement No. 1828
Dated April 1, 1994 Dated April 5, 1994
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement No. 33-58506
Dated April 1, 1994 Rule 424(b)(3)-Registration Statement No. 33-58508
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES
(FIXED RATE NOTES)
(OPR-5)
Series: A/x/ B/ / C/ /
Principal Amount (in Specified Currency): US$100,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
Maturity Date: April 13, 2009
Interest Rate Per Annum: See "Description of Notes" below
Settlement Date (Original Issue Date): April 13, 1994
Interest Payment Date(s):
Series A Notes: / / March 15 and September 15 of each year
/x/ Other: See "Description of Notes" below
Series B or C Notes: / / September 15 of each year
/ / Other:
------------------
Form of Notes (Series A only): /x/ DTC registered / / non-DTC registered
A checkmark here / / indicates that none of the terms on page S-2 are
applicable to the Notes.
Distribution Information:
<TABLE>
<CAPTION>
Price to Public(1) Underwriting Discount Proceeds to
Company(1)(2)
<S> <C> <C> <C>
Per Note . . . . . . 100% 0.35% 99.65%
Total . . . . . . . $100,000,000 $350,000 $99,650,000
(1) Plus accrued interest, if any, from the Original Issue Date.
(2) Before deducting de minimis expenses payable by the Company.
</TABLE>
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.
The Notes are offered by the Underwriter, subject to prior sale, when, as
and if issued to and accepted by the Underwriter, subject to approval of
certain legal matters by counsel for the Underwriter. The Underwriter reserves
the right to reject orders in whole or in part. It is expected that delivery
of the Global Note will be made through the book-entry facilities of the
Depositary on or about April 13, 1994.
<PAGE>
Repayment, Redemption and Acceleration
- --------------------------------------
See "Description of Notes" below.
Original Issue Discount: N/A
- -----------------------
Amount of OID: $ . of each $1,000.00 of principal
--- --
Yield to Maturity: %
------
Issue Date:
Initial Accrual Period OID:
Additional Terms
- ----------------
Additional information relating to the Notes follows.
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<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions set
forth in the Prospectus and the Prospectus Supplement dated April 1, 1994, to
which description reference is hereby made. Capitalized terms used in this
Pricing Supplement which are defined in the Prospectus or the Prospectus
Supplement referred to above shall have the meanings assigned to them therein.
The Notes will mature on April 13, 2009 (the "Maturity Date") and will be
limited to $100,000,000 aggregate principal amount. The rate of interest on
the Notes from April 13, 1994 to but excluding April 13, 1999 (the "Trigger
Date") will be 6.94% per annum and, thereafter, the rate of interest will be
8.31% per annum. Each Note will bear interest from April 13, 1994 or from the
most recent interest payment date to which interest has been paid, payable on
October 13 and April 13 in each year (each such date being referred to herein
as an "Interest Payment Date"), commencing October 13, 1994, and on the
Maturity Date, to the person in whose name such Note is registered at the close
of business on September 28 or March 29 (whether or not a Business Day), as the
case may be, preceding such Interest Payment Dates; provided, however, that
interest payable on the Maturity Date will be payable to the person to whom
principal is payable. Unless a holder makes a written election to continue to
hold its Note, or any portion thereof which is a multiple of $1,000, as
described below, such Note will be repaid on the Trigger Date at 100% of its
principal amount, together with accrued interest. The Notes are not redeemable
at the option of the Company prior to the Maturity Date; however, the Notes may
be purchased from the holders thereof (including any holders making an election
to continue to hold their Notes as described below) on the Trigger Date at 100%
of the principal amount thereof pursuant to the exercise of option purchase
rights and related mandatory purchase arrangements described below. Such
rights will initially be held by the Company but the Company intends to sell
such rights to a limited number of institutional investors promptly following
completion of the sale of the Notes. See "Right to Purchase the Notes;
Mandatory Purchase Arrangements" below. Because of the existence of the option
purchase rights relating to the Notes, it is unlikely that a holder of the
Notes who has made such written election will be able to continue to hold the
Notes after the Trigger Date if market conditions make the yield on the Notes
attractive to holders of the option purchase rights.
The Notes will be issued in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof.
ELECTION TO CONTINUE TO HOLD NOTES; REPAYMENT ON TRIGGER DATE
Unless the holder of a Note makes a written election to continue to hold
its Note, or any portion thereof which is a multiple of $1,000, such Note will
either be (i) repaid on the Trigger Date by the Company or (ii) purchased on
the Trigger Date by an Option Purchaser (as defined below) exercising its right
to purchase such Note. Notwithstanding an election to continue to hold a Note
by the holder thereof, a Note may be purchased on the Trigger Date by an Option
Purchaser exercising its right to purchase such Note if such Note is a
Mandatory Purchase Note (as defined below). The holder of a Note will,
therefore, only continue to hold its Note after the Trigger Date if (i) the
holder elects to continue to hold such Note and (ii) such Note is not a
Mandatory Purchase Note.
In order for the holder's election to continue to hold a Note to be
effective, the Company must receive, at the office of The Chase Manhattan Bank
(National Association) (the "Paying Agent"), during the period
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commencing February 13, 1999 and ending on the close of business on March 13,
1999 (or, if March 13, 1999 is not a Business Day, the next succeeding Business
Day) a telegram, facsimile transmission or letter from a member of a national
securities exchange or from a member of the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States
setting forth (a) the name, address and telephone number of the holder of such
Note, (b) the principal amount of such Note and the amount of such Note the
holder is electing to continue to hold and (c) a statement that the election to
continue to hold is being exercised thereby. Owners of beneficial interests in
the Global Note can only elect to continue to hold such interests through
participants in the Depositary as described below. The election to continue to
hold a Note by the holder thereof will be irrevocable. Accrued interest
payable on April 13, 1999 on the Notes to be repaid by the Company will be paid
to the Depositary, as registered holder on the preceding March 29, 1999, and
will be credited to the accounts of participants in the Depositary in
proportion to the respective holdings of the Notes. Notes acquired by the
Company upon repayment as described above will be cancelled and will thereupon
cease to be outstanding under the Indenture.
All questions as to the validity, eligibility (including time of receipt)
and acceptance of any election to continue to hold a Note will be determined by
the Paying Agent, whose determination will be final and binding.
The Company will comply with any applicable tender offer rules under the
Securities Exchange Act of 1934 in connection with the election of the holders
of the Notes to continue to hold the Notes after the Trigger Date.
As long as the Notes are represented by a Global Note, the Depositary's
nominee will be the holder of the Notes and therefore will be the only entity
that can elect to continue to hold Notes. Accordingly, owners of beneficial
interests in a Global Note must make an election to continue to hold such
interests through procedures of the Depositary and not by directly notifying
the Paying Agent. Notice by the Depositary's participating organizations (the
"Participants") or indirect participants or by owners of beneficial interests
in a Global Note held through such Participants or indirect participants of the
exercise of the election to continue to hold beneficial interests in Notes
represented by a Global Note must be transmitted to the Depositary in
accordance with its procedures on a form required by the Depositary and
provided to Participants. The Trustee and the Paying Agent are only required
to treat the registered owners of the Global Note as the legal owner of the
Global Note for all purposes under the Indenture. In order to ensure that the
Depositary's nominee will timely elect to continue to hold a particular Global
Note, the beneficial owner of such Note must instruct the broker or other
Participant or indirect participant through which it holds an interest in such
Note to notify the Depositary of its desire to elect to continue to hold such
interest in sufficient time under the Depositary's procedures to ensure that
the broker or other Participant or indirect participant may timely deliver
notice to the Depositary. Different firms have different cut-off times for
accepting instructions from their customers and, accordingly, each beneficial
owner should consult the broker or other Participant or indirect participant
through which it holds an interest in a Note in order to ascertain the cut off
time by which such an instruction must be given in order for timely notice to
be delivered to the Depositary. The Company will not be liable for any delay
in delivery to the Paying Agent of notices of election to continue to hold
Notes.
RIGHT TO PURCHASE THE NOTES; MANDATORY PURCHASE ARRANGEMENTS
The Notes will be issued subject to the right of the Company to purchase
any Notes (or any portion thereof in increments of $1,000) from the holders
thereof on the Trigger Date at 100% of their principal amount. The right to
purchase the Notes (the "Option Purchase Rights") will be transferable in whole
or in part, and the Company intends to sell the Option Purchase Rights to a
limited number of institutional investors promptly following completion of the
sale of the Notes. Thereafter, the holders of such Option Purchase Rights, and
not the Company, will have the ability to purchase Notes from the holders
thereof. The Company will have no responsibility respecting payment or
delivery arrangements upon exercise, which will be effected for the holders by
the Exchange and Transfer Agent named below. The Company expects that any
offer and sale of the Option Purchase Rights will be made in reliance upon an
exemption from the registration
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requirements of the Securities Act of 1933 (the "1933 Act") for a transaction
which does not involve a public offering. Such placement may be made to one or
more institutional investors after the sale of the Notes in privately
negotiated transactions. Following the sale thereof, the Company will not
acquire or exercise, directly or indirectly, through an affiliate, agent or
otherwise, any Option Purchase Rights. The Option Purchase Rights are not
offered hereby.
In order to exercise an Option Purchase Right, the holder thereof (the
Company or any third party holder in such capacity being referred to as an
"Option Purchaser"), must deliver to The Chase Manhattan Bank (National
Association) (in such capacity the "Exchange and Transfer Agent"), not later
than March 13, 1999 (i) the certificate evidencing such Option Purchase Rights
with the Notice of Exercise on the reverse thereof duly completed and (ii)
immediately available funds equal to 100% of the principal amount of the Notes
specified in such Notice of Exercise. The Exchange and Transfer Agent shall
hold any amounts so received from the Option Purchaser(s) for the benefit of
the holders of the Notes and shall invest any such amounts only in Eligible
Assets from the date of receipt thereof to the Business Day prior to the
Trigger Date. "Eligible Assets" consist of (i) U.S. Treasury securities and
(ii) commercial paper rated in the highest rating category of a nationally
recognized statistical rating organization, in each case maturing not later
than noon on the Business Day immediately preceding the Trigger Date. Income
from the investment of funds received by the Exchange and Transfer Agent from
Option Purchasers in Eligible Assets as described above will be remitted to
such Option Purchasers on the first Business Day following the Trigger Date.
Each Option Purchaser will bear the risk of loss on funds deposited with the
Exchange and Transfer Agent from the date of deposit with the Exchange and
Transfer Agent until the funds are remitted to the holder of Notes or remitted
to the Option Purchasers, as the case may be.
As soon as practicable after March 13, 1999, the Exchange and Transfer
Agent shall determine the respective principal amounts of Notes (i) covered by
duly exercised Option Purchase Rights and (ii) as to which holders have not
elected to continue to hold as described above under "Election to Continue to
Hold Notes; Repayment on Trigger Date." Exercised Option Purchase Rights will
first be satisfied by the transfer of Notes as to which holders have not made
an election to continue to hold (i.e. Notes that would otherwise be repaid on
the Trigger Date), and the Exchange and Transfer Agent will pay such holders
from funds deposited in respect of exercised Option Purchase Rights, 100% of
the principal amount of such Notes. In the event that the aggregate principal
amount of Notes as to which holders have not made an election to continue to
hold exceeds the amount necessary to satisfy all exercised Option Purchase
Rights, such Notes remaining after the satisfaction of all exercised Option
Purchase Rights will be repaid by the Company at 100% of the principal amount
of such Notes, plus accrued interest.
In the event that the aggregate principal amount of Notes covered by
exercised Option Purchase Rights exceeds the aggregate principal amount of
Notes as to which holders have not made an election to continue to hold (i.e.
Notes that would otherwise be repaid on the Trigger Date), the Exchange and
Transfer Agent will, as promptly as practicable (but in no event later than the
25th calendar day preceding the Trigger Date) instruct the Paying Agent to
select by lot or such other means as it shall deem fair and appropriate the
Notes, or portions thereof in increments of $1,000 principal amount, in the
amount of such shortfall (the "Mandatory Purchase Notes") to be purchased from
the holders thereof by exercising holders of Option Purchase Rights. The
Exchange and Transfer Agent will instruct the Paying Agent to mail to holders
of the Mandatory Purchase Notes a written notice not later than 20 calendar
days prior to the Trigger Date. Such notice shall set forth the principal
amount of Mandatory Purchase Notes required to be presented by such holder,
that on surrender of the Mandatory Purchase Notes at the principal office of
the Exchange and Transfer Agent the holder will receive payment of 100% of the
principal amount thereof, and that on the Trigger Date ownership of the
Mandatory Purchase Notes will be transferred to the relevant Option Purchasers
without any further action required from the holder of such Mandatory Purchase
Notes. Holders of Mandatory Purchase Notes constituting less than the
principal amount of the Notes held by them will continue to hold their Notes
not subject to mandatory purchase. Such new Notes will continue to be
represented by a Global Note. By accepting a Note the holder thereof will
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<PAGE>
be deemed to have agreed to, and will be bound by, the provisions hereof
respecting such purchase and transfer arrangements.
The exercise of Option Purchase Rights and the related purchase of Notes
will not constitute a repayment or redemption of the related Notes and the
indebtedness evidenced thereby shall remain outstanding for all purposes.
Because interest rate movements or other conditions or developments which would
make ownership of the Notes attractive to an Option Purchaser would also be
likely to cause holders to elect to continue to hold Notes, it is unlikely that
the principal amount of Notes as to which Option Purchase Rights are exercised
will be available without application of the mandatory purchase arrangements
described above. Holders of Option Purchase Rights may be pursuing financial
or other strategies when deciding whether to exercise such rights that may
differ from the financial strategies the Company would have pursued had the
Company retained the Option Purchase Rights.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") has
offered to purchase from the Company, as principal, the Option Purchase Rights
with respect to all of the Notes. Merrill Lynch has advised the Company that
it may hold such Option Purchase Rights for its own account or that it may
resell some or all of the Option Purchase Rights to qualified institutional
buyers (as defined in Rule 144A under the 1933 Act) at varying prices relating
to prevailing market prices at the time of resale. The Company is considering
Merrill Lynch's offer. Merrill Lynch's obligation to purchase the Notes from
the Company as described below under "Underwriting" is not conditioned on the
acceptance, in whole or in part, of its offer to purchase Option Purchase
Rights.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter in immediately
available funds. All payments of principal and interest will be made by the
Company (or in the event of exercise of any Option Purchase Rights, by the
Exchange and Transfer Agent) in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers
is generally settled in clearinghouse or next-day funds. In contrast, the
Notes will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Notes will therefore be
required by the Depositary 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 the Notes.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following information replaces the statements contained in the
Prospectus Supplement, dated April 1, 1994, under the caption "United States
Tax Considerations."
The following is a summary of the principal United States federal income
tax consequences of ownership and disposition of the Notes to initial
purchasers of the Notes. This summary is based upon the advice of James M.
Kalashian, Esq., General Tax Counsel of General Electric Capital Corporation,
Tax Counsel to the Company, which advice is based upon laws, regulations,
rulings and decisions now in effect (or, in the case of certain regulations, in
proposed form), all of which are subject to change or differing
interpretations. The discussion below does not purport to deal with all of the
United States federal income tax consequences applicable to all potential Note
Holders (such as financial institutions, insurance companies, tax-exempt
investors, dealers in securities, investors that do not hold the Notes as
capital assets, and investors holding Notes as part of a hedging transaction or
as a position in a "straddle" for tax purposes). It also does not deal with
holders other than U.S. Holders (as defined below). The tax consequences of
certain aspects of the Notes are uncertain because of the lack of applicable
legal precedent and the possibility of changes in law. Persons considering the
purchase of a Note should consult their own tax advisors concerning the
application of
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United States federal, state, local and any other income and estate tax laws to
their particular situations as well as any consequences arising under the laws
of any other taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States federal income tax purposes: (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or of any
political subdivision thereof, (iii) an estate or trust the income of which is
subject to United States federal income taxation regardless of its source or
(iv) any other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business.
Under general principles of current United States federal income tax law
and the Internal Revenue Code of 1986, as amended (the "Code"), interest on a
Note is included in income when it is paid or accrued depending on a U.S.
Holder's method of accounting for tax purposes. In addition, the original
issue discount ("OID") provisions of the Code require that any OID on a Note be
included in income on a constant yield to maturity method (for both a cash or
accrual method taxpayer) prior to the receipt of cash attributable to such
income. There is at present some uncertainty under the applicable provisions
of current law concerning the proper tax reporting of interest with respect to
a debt instrument, such as the Notes, which provides for different fixed rates
of interest for different periods.
The Treasury Department, however, issued final regulations on January 27,
1994 pursuant to the OID provisions of the Code (the "OID Regulations"). The
OID Regulations, which replaced certain proposed original issue discount
regulations that were issued on December 22, 1992, generally apply to debt
instruments issued on or after April 4, 1994 and, therefore, by their terms
they would apply to the Notes. The OID Regulations generally provide that an
issuer will be treated as exercising an option provided by a debt instrument to
accelerate the maturity of the instrument if such exercise would lower the
instrument's overall yield to maturity. Although the Option Purchase Rights
would permit the Company to accelerate the maturity of the Notes and thus lower
their overall yield, the OID Regulations do not expressly indicate whether the
deemed exercise rule applies to an option, such as the Option Purchase Rights,
that, although held initially by the issuer, are intended to be subsequently
transferred to and exercised by a third party.
The Company currently intends, for purposes of determining its deductible
interest expense and reporting interest income to U.S. Holders, to treat the
Notes and Option Purchase Rights as subject to the deemed exercise rule of the
OID Regulations. On this basis, the Notes would be presumed to mature on the
Trigger Date and the stated interest on the Notes for each year would be the
amount of deductible interest expense and the amount of interest income to a
U.S. Holder to be reported in accordance with its regular method of accounting.
Consistent with this approach, the Notes would not be treated as issued with
OID. In addition, if the Option Purchase Rights were not, in fact, exercised
on the Trigger Date, and a U.S. Holder made an election to continue to hold its
Note, such U.S. Holder's Note would be treated as reissued on the Trigger Date
for its adjusted issue price, which would be the Note's stated offering price.
The reissued Note would also not have OID, leaving the U.S. Holder to report
subsequent interest payments on the Note in accordance with its regular method
of accounting.
The Company reserves the right to change its tax reporting method in the
event of a change in or clarification of law or a revision of the OID
Regulations. Moreover, there can be no assurance that the Company's intended
treatment of the Notes would be accepted by the tax authorities. In
particular, if the Notes and Option Purchase Rights were not treated as subject
to the deemed exercise rule described above, the Maturity Date of the Notes
would be respected as their maturity date and the increase in the Notes' stated
interest after the Trigger Date would be taken into account for purposes of
determining OID. Under the OID Regulations, a debt instrument that provides
for a fixed interest rate for a stated period followed by a higher fixed rate
for a later period will generally be considered to be issued with OID to the
extent of interest in excess of the lower coupon rate. This amount would be
included in a U.S. Holder's gross income over the entire life of the debt
instrument (including the first five years the Note is outstanding) as OID. If
on the Trigger Date a
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U.S. Holder did not make an election to continue to hold the Notes, or if the
Option Purchase Rights were exercised, a U.S. Holder would have received no
payments in respect of the OID inclusions required on the Notes, although such
inclusions would increase the U.S. Holder's adjusted tax basis in the Notes for
purposes of determining gain or loss on disposition. See "Sale, Exchange or
Retirement" below.
It is also possible that U.S. Holders of Notes may be deemed to have
exchanged their Notes for new Notes at the time the Company elects to sell the
Option Purchase Rights to third parties. If the transfer of the Option
Purchase Rights did result in a deemed exchange, holders of the Notes may
recognize gain or loss equal to the difference between the value of the new
note deemed received and the U.S. Holder's tax basis in the Note at the time of
the deemed exchange. The Treasury Department, however, issued proposed
regulations on December 2, 1992 concerning deemed exchanges of debt instruments
(the "Proposed Modification Regulations"). Under such Proposed Modification
Regulations, it does not appear that the Company's transfer of the Option
Purchase Rights would cause the Notes to be treated as exchanged for new notes
because the right to transfer the Option Purchase Rights was contained in the
original terms of the Note. Prospective investors should be aware that the
Proposed Modification Regulations have not yet been finally adopted by the
Treasury Department, and even if adopted in their current form would only be
applicable to modifications of debt instruments 30 days or more after the date
of final adoption of such regulations. The tax treatment of holders of Notes
which subsequently acquire Option Purchase Rights from the Company or third
parties is uncertain.
Prospective purchasers of Notes are advised to consult their tax advisors
concerning the issues discussed above.
SALE, EXCHANGE OR RETIREMENT
Generally, upon the sale, exchange or retirement of a Note (including sale
pursuant to exercise of the Option Purchase Rights), a U.S. Holder will
recognize gain or loss measured by the difference between the amount realized
and the U.S. Holder's adjusted tax basis in the Note. If the Notes are treated
as issued with OID, a U.S. Holder's tax basis in a Note will be increased by
the amount of OID previously included in income, and such U.S. Holder may
recognize a capital loss upon sale or retirement of the Note. Capital losses
are subject to certain limitations in the case of individual taxpayers, and may
only be used to offset capital gains in the case of corporate taxpayers.
BACKUP WITHHOLDING
Certain non-corporate U.S. Holders may be subject to backup withholding at
a rate of 31% on payments of principal, premium and interest (including accrued
original issue discount, if any), on, and the proceeds of disposition of, a
Note. Backup withholding will apply only if the Holder (i) fails to furnish
its Taxpayer Identification Number ("TIN") which, for an individual, would be
his Social Security number, (ii) furnishes an incorrect TIN, (iii) is notified
by the Internal Revenue Service that it has failed to properly report payments
of interest and dividends or (iv) under certain circumstances, fails to
certify, under penalty of perjury, that it has furnished a correct TIN and has
been notified by the Internal Revenue Service that it is subject to backup
withholding for failure to report interest and dividend payments. U.S. Holders
should consult their tax advisors regarding their qualification for exemption
from backup withholding and the procedure for obtaining such an exemption if
applicable.
Any amounts withheld under the backup withholding rules from a payment to
a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States federal income tax, provided that the required
information is furnished to the Internal Revenue Service.
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PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Amended and
Restated U.S. Distribution Agreement dated as of August 31, 1993, as
amended (the "U.S. Distribution Agreement"), and a related terms agreement
dated April 5, 1994, between the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Underwriter") the Company has agreed
to sell to the Underwriter and the Underwriter has agreed to purchase, as
principal, all of the Notes at a price of 99.65% of the aggregate
principal amount thereof. The U.S. Distribution Agreement provides that
the obligations of the Underwriter are subject to certain conditions that
precedent and that the Underwriter will be obligated to purchase all
of the Notes if any are purchased.
The Underwriter has advised the Company that it proposes initially to
offer the Notes to the public at the offering price set forth on the cover page
of this Pricing Supplement and to certain dealers at such price less a
concession not in excess of .30% of the principal amount of the Notes. The
Underwriter may allow, and such dealers may reallow, a discount not in excess
of .125% of the principal amount of the Notes to certain other dealers. After
the initial public offering, the public offering price, concession and discount
may be changed.
All secondary trading in the Notes will settle in immediately available
funds. See "Certain Terms of the Notes--Same-Day Settlement and Payment."
The Underwriter may participate, as principal or agent, in the placement
of the Option Purchase Rights and may receive additional compensation for so
acting. See "Description of Notes -- Right to Purchase Notes; Mandatory
Purchase Arrangements" for a description of an offer currently pending by
Merrill Lynch to purchase all of the Option Purchase Rights from the Company.
In addition, the Underwriter has other investment banking relationships with
the Company and its subsidiaries.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed on for the Company
by Bruce C. Bennett, Esq., Associate General Counsel -- Treasury Operations and
Assistant Secretary of the Company. Mr. Bennett and James M. Kalashian, Esq.
(who is referred to under "Certain United States Federal Income Tax
Considerations" above), together with members of their families, each have
options to purchase and other interests in shares of common stock of General
Electric Company.
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