<PAGE>
As filed with the Securities and Exchange Commission on February 8, 1994
File No. 33-51629
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
AMENDMENT NO. 1
TO
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
General Electric Capital Corporation
(Exact name of registrant as specified in its charter)
New York 6159 13-1500700
(State or other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
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.
-----------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box. /X/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered Per Unit (1) Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loan Obligation (2)............... $55,000,000 100% $55,000,000 $18,966
====================================================================================================================
<FN>
(1) No separate consideration will be received for the New Loan Agreement
issuable upon exchange of the Old Loan Agreement.
(2) Includes interests in the Loan Obligation offered to bondholders referred to
herein.
</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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 8, 1994
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
Offer to exchange its new $55,000,000 principal amount Loan Obligation,
including interests therein, to the California Alternative Energy Source
Financing Authority, which has been registered under the Securities Act of
1933, for its old $55,000,000 principal amount Loan Obligation, including
interests therein, to the California Alternative Energy Source Financing
Authority
General Electric Capital Corporation ("GE Capital" or the
"Company"), hereby offers (the "Exchange Offer"), upon the terms and subject to
the conditions set forth in this prospectus (the "Prospectus") and the
accompanying letter of transmittal (the "Letter of Transmittal"), to exchange
its new $55,000,000 principal amount loan obligation (including interests of
holders of the Bonds therein), evidenced by a new loan agreement to be
dated as of February 1, 1994 between GE Capital and the California
Alternative Energy Source Financing Authority (the "Authority") (such new loan
agreement, including the interests therein, being referred to herein
as the "New Loan Agreement"), which will have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to
the Registration Statement of which this Prospectus is a part, for its old
$55,000,000 principal amount loan obligation (including interests of holders
of the Bonds therein), evidenced by the loan agreement dated as of September 1,
1993 between GE Capital and the Authority (such old loan agreement, including
the interests therein, being referred to herein as the "Old Loan Agreement").
The form and terms of the New Loan Agreement are the same as the form and
terms of the Old Loan Agreement except that the New Loan Agreement (including
the interests therein) will have been registered under the Securities Act. The
Old Loan Agreement and the New Loan Agreement are sometimes referred to
herein collectively as the "Loan Agreement." The Loan Agreement provides for
a loan to GE Capital of the proceeds of $55,000,000 aggregate principal amount
of California Alternative Energy Source Financing Authority Cogeneration
Facility Revenue Bonds (General Electric Capital Corporation -- Arroyo Energy
Project) 1993 Series A and 1993 Series B due October 1, 2020 (the "Bonds").
The Bonds were sold by the Authority to the Initial Purchasers (as defined
herein) in a transaction not registered under the Securities Act in reliance
upon the exemption provided in Section 4(2) because the Loan Agreement had not
been registered as a separate security under the Securities Act. The Initial
Purchasers subsequently sold the Bonds to qualified institutional buyers in
reliance on Rule 144A under the Securities Act. The objective of the
Exchange Offer is to enable the Bonds to be tradeable by the holders thereof
without the restrictions described under "THE EXCHANGE OFFER -- Consequences
of Failure to Exchange." After the completion of the Exchange Offer, the
Bonds may be offered for resale, resold and otherwise transferred by
holders thereof (other than any holder which is an "affiliate" of the Company or
the Authority within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that the Bonds were acquired in the ordinary
course of such holders' business and such holders have no arrangement with any
person to participate in the distribution of the Bonds. Each broker-dealer that
holds Bonds for its own account after the completion of the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
the Bonds. By so delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of the Bonds where such Bonds were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The Company will, for a period of 90 days after the
Expiration Date (as defined herein), make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
The Bonds were issued pursuant to an Indenture of Trust, dated
as of September 1, 1993 (the "Indenture"), between the Authority and BankAmerica
National Trust Company, as trustee (the "Trustee"), for the purpose of (i)
extending funds to GE Capital pursuant to the Loan Agreement in order to enable
GE Capital to extend funds to Goal Line, L.P., a Delaware limited partnership
(the "Partnership"), when and as needed to finance a portion of the costs of
acquisition, construction and installation of an electric power production
cogeneration facility (the "Project") to be owned by the Partnership and located
in Escondido, San Diego County, California, and (ii) paying a portion of costs
of issuance of the Bonds. Upon completion of the construction of the Project and
the satisfaction of certain conditions precedent, GE Capital will become a
limited partner of the Partnership.
The Exchange Offer shall be made to the Trustee, as assignee of
the Authority's rights under the Loan Agreement for the benefit of the holders
of the Bonds and, solely with respect to the interests in the New Loan
Agreement, to the beneficial owners of the Bonds. GE Capital will accept for
exchange the Old Loan Agreement and the interests therein validly tendered and
not withdrawn prior to 12:00 midnight, New York City time, on March 7,
1994, unless extended by GE Capital in its sole discretion (the
"Expiration Date"). Any tender of the Old Loan Agreement or the interests
therein may be withdrawn at any time prior to the Expiration Date. The
Exchange Offer is subject to certain customary conditions. See "The Exchange
Offer." GE Capital has agreed pursuant to the Registration Rights Agreement
(as defined herein) to pay the expenses of the Exchange Offer and to
indemnify the Initial Purchasers against certain liabilities in connection with
the Exchange Offer, including liabilities under the Securities Act.
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.
The date of this Prospectus is February 8, 1994
<PAGE>
UNTIL MAY 7, 1994 (90 DAYS AFTER COMMENCEMENT OF THE EXCHANGE OFFER), ALL
DEALERS EFFECTING TRANSACTIONS IN THE BONDS MAY BE REQUIRED TO DELIVER A
PROSPECTUS.
AVAILABLE INFORMATION
GE Capital is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 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 Securities Exchange 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 GE Capital securities are listed.
DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference GE
Capital's Annual Report on Form 10-K for the fiscal year ended December 31, 1992
and GE Capital's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 27, 1993, June 26, 1993 and September 25, 1993, heretofore filed with the
Securities and Exchange Commission pursuant to the 1934 Act, to which reference
is hereby made.
All documents filed by GE Capital 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 made hereby 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.
GE Capital 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). In order to ensure timely delivery of the documents, any
request should be made by February 15, 1994.
---------------
INTRODUCTION
This Prospectus constitutes a prospectus with respect to the
obligation of GE Capital under the Loan Agreement in support of the Bonds. The
Loan Agreement provides for a loan to GE Capital of the proceeds of the Bonds.
Capitalized terms not otherwise defined herein shall have the meanings set forth
in Appendix A hereof.
The proceeds received by GE Capital under the Loan Agreement
were used to extend funds to Goal Line, L.P., a Delaware limited partnership
(the "Partnership") pursuant to a loan agreement, dated as of September 1, 1993
(the "Partnership Loan Agreement"), between the Partnership and GE Capital to
fund a portion of the costs of acquisition, construction and installation of an
electric power production cogeneration facility to be located in Escondido, San
Diego County, California (the "Project").
The Partnership is a special purpose limited partnership formed
under the laws of the State of Delaware. The general partner of the Partnership
is Arroyo Energy Limited Partnership, a limited partnership formed under the
laws of the State of California. Upon completion of the construction of the
Project and subject to the satisfaction of certain conditions precedent, GE
Capital will be admitted as a limited partner of the Partnership.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
GE Capital 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 GE Capital was General Electric Credit
Corporation. All outstanding common stock of GE Capital is owned by General
Electric Capital Services, Inc., a Delaware corporation, formerly known as
General Electric Financial Services, Inc. ("GE Capital Services"), which is in
turn wholly owned by General Electric Company, a New York corporation ("GE
Company"). The business of GE Capital (which term, as used hereinafter under the
above caption means GE Capital and its consolidated affiliates) originally
related principally to financing the distribution and sale of consumer and other
products of GE Company. Currently, however, the type and brand of products
financed and the financial services offered are significantly more diversified.
Substantially all of the products financed by GE Capital are products
manufactured by companies other than GE Company.
GE Capital operates in four finance industry segments and in a
specialty insurance industry segment. GE Capital's financing activities include
a full range of leasing, loan and asset management services. GE Capital'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. GE Capital is an equity investor in a retail organization and certain
other financial services organizations.
Services of GE Capital are offered primarily in the United
States, Canada and Europe. Computerized accounting and service centers, located
in Connecticut, Ohio, Georgia and England, provide financing offices and other
service locations with data processing, accounting, collection, reporting and
other administrative support. GE Capital's principal executive offices are
located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number
(203) 357-4000).
Consolidated Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 25, 1993
- ---------------------------------------------------------------------------------------- ---------------------
1988 1989 1990 1991 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.30 1.30 1.31 1.34 1.44 1.66
---- ---- ---- ---- ---- ----
</TABLE>
For purposes of computing the consolidated ratio of earnings to
fixed charges, earnings consist of net earnings adjusted for the provision for
income taxes, minority interest and fixed charges. Fixed charges consist of
interest and discount on all indebtedness and one-third of annual rentals, which
GE Capital believes is a reasonable approximation of the interest factor of such
rentals.
USE OF PROCEEDS
The Exchange Offer is intended to satisfy certain of GE
Capital's obligations under the Registration Rights Agreement (as defined
herein). GE Capital will not receive any cash proceeds from the issuance of the
New Loan Agreement offered hereby. In consideration for issuing the New Loan
Agreement as contemplated in this Prospectus, GE Capital will receive in
exchange the Old Loan Agreement, the form and terms of which are the same as the
form and terms of the New Loan Agreement, except as otherwise described herein
under "The Exchange Offer -- Terms of the Exchange Offer."
4
<PAGE>
THE EXCHANGE OFFER
Purpose and Effect of the Exchange Offer
The Old Loan Agreement was executed and delivered in connection
with the sale of the Bonds on September 29, 1993 by GE Capital, as obligor
thereunder and issuer thereof, and the Authority, as obligee thereunder and
holder thereof (which rights as holder, other than rights with respect to
certain fees, indemnities and the enforcement of certain covenants, have been
assigned to the Trustee for the benefit of the holders of the Bonds). The Bonds
were sold by the Authority on September 29, 1993 to The First Boston
Corporation, Artemis Capital Group, Inc. and Pryor, McClendon, Counts & Co.,
Inc. (the "Initial Purchasers"), pursuant to the Bond Purchase Agreement, dated
September 29, 1993, among the Initial Purchasers and the Authority (the "Bond
Purchase Agreement") in a transaction not registered under the Securities Act in
reliance upon the exemption provided in Section 4(2) of the Securities Act. The
Initial Purchasers subsequently sold the Bonds to qualified institutional buyers
in reliance on Rule 144A under the Securities Act. As a condition to the Bond
Purchase Agreement, the Initial Purchasers and GE Capital entered into a
Registration Rights Agreement, dated as of September 1, 1993 (the "Registration
Rights Agreement"). Pursuant to the Registration Rights Agreement, GE Capital
agreed with the Initial Purchasers to, at its cost, use its best efforts to
prepare and cause to become effective prior to February 8, 1994 a registration
statement with respect to a registered exchange offer to exchange the Old Loan
Agreement for the New Loan Agreement, or to obtain a "no-action" letter or
opinion of counsel with respect to the resale of the Bonds, in each case to
enable, or to confirm that, the Bonds will be tradeable by the holders thereof
without the restrictions described under "-- Consequences of Failure to
Exchange." Accordingly, upon the effectiveness of the Exchange Offer, GE Capital
shall offer (i) the New Loan Agreement to the Trustee, as assignee of the
Authority's rights under the Loan Agreement (the "Holder") for the benefit of
the holders of the Bonds, in exchange for the Old Loan Agreement, and (ii)
interests in the New Loan Agreement to the beneficial owners of the Bonds (the
"Bondholders") in exchange for their interests in the Old Loan Agreement,
it being the objective of the Exchange Offer to enable each holder of the Bonds
to trade the Bonds without any such restrictions, provided that such holder of
the Bonds is not an affiliate of GE Capital or the Authority. A copy of the
Registration Rights Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The Registration Statement is
intended to satisfy GE Capital's obligations under the Registration Rights
Agreement. Following the consummation of the Exchange Offer, the Registration
Rights Agreement, other than certain surviving indemnities, will be of no
further force and effect.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this
Prospectus and in the Letter of Transmittal, GE Capital will accept the Old Loan
Agreement, validly tendered by the Holder and not withdrawn prior to the
Expiration Date, and interests in the Old Loan Agreement, validly tendered by
Bondholders and not withdrawn prior to the Exchange Date. GE Capital will issue
the New Loan Agreement in exchange for the Old Loan Agreement. The form and
terms of the New Loan Agreement are the same as the form and terms of the Old
Loan Agreement, except that the New Loan Agreement (including the interests
therein) will have been registered under the Securities Act.
GE Capital shall be deemed to have accepted the validly
tendered Old Loan Agreement when, as and if GE Capital has given oral or written
notice thereof to the Holder, and shall be deemed to have accepted validly
tendered interests in the Old Loan Agreement upon the delivery of the completed
Letter of Transmittal to GE Capital in accordance with the instructions therein.
There will be no exchange agent in connection with the Exchange Offer.
The Company has not requested, and does not intend to request,
an interpretation by the staff of the Commission with respect to whether the
Bonds may be offered for sale, resold or otherwise transferred by any holder
without compliance with the registration and prospectus delivery provisions of
the Securities Act. Instead, based on an interpretation by the staff of the
Commission set forth in a series of no-action letters issued to third-parties,
the Company believes that, after the completion of the Exchange Offer, the Bonds
may be offered for sale, resold and otherwise transferred by any holder of such
Bonds (other than any such holder which is an "affiliate" of the Company or the
Authority within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Bonds were acquired in the ordinary course of
such holder's business and such holder has no arrangement or understanding with
any person to participate in the distribution of such Bonds. Any holder who
plans to participate in a distribution of the Bonds cannot rely on such
interpretation by the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that holds Bonds for
its own account, where such Bonds were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Bonds.
See "Plan of Distribution."
The Holder and the Bondholders will not be required to pay
brokerage commissions, fees or transfer taxes with respect to the exchange of
the Old Loan Agreement (including the interests therein) pursuant to the
Exchange Offer. GE Capital will pay all charges and expenses in connection with
the Exchange Offer. See "-- Fees and Expenses."
Bondholder Acknowledgments
Each Bondholder will certify in the Letter of Transmittal
delivered with this Prospectus that it is not an "affiliate" of the Company or
the Authority within the meaning of Rule 405 under the Securities Act and that
it acquired the Bonds in the ordinary course of such Bondholder's business and
that such Bondholder has no arrangement with any person to participate in a
distribution of such Bonds. Each Bondholder which is a broker-dealer holding
Bonds for its own account must acknowledge that it will deliver a prospectus in
connection with any resale of such Bonds. By so acknowledging and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Bonds where such Bonds were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company will, for a period of 90 days after the Expiration Date,
make this Prospectus available to any broker-dealer for use in connection with
any such resale.
Expiration Date; Extensions; Amendments
The term "Expiration Date" shall mean 12:00 midnight, New York
City time, on March 7, 1994, unless GE Capital, in its sole discretion,
extends the Exchange Offer, in which case the term "Expiration Date" shall mean
the latest date and time to which the Exchange Offer is extended. In order to
extend the Exchange Offer, GE Capital will notify the Holder of any extension by
oral or written notice, prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.
5
<PAGE>
GE Capital reserves the right, in its sole discretion, (i) to
delay accepting the Old Loan Agreement, (ii) to extend the Exchange Offer, (iii)
if any of the conditions set forth below under "-- Conditions of the Exchange
Offer" shall not have been satisfied, to terminate the Exchange Offer, by giving
oral or written notice of such delay, extension or termination to the Holder, or
(iv) to amend the terms of the Exchange Offer in any manner. If the Exchange
Offer is amended in a manner determined by GE Capital to constitute a material
change, GE Capital will promptly disclose such amendments by means of a
prospectus supplement that will be delivered to the Holder, and GE Capital will
extend the Exchange Offer for a period of five to ten business days, depending
upon the significance of the amendment and the manner of disclosure to the
Holder, if the Exchange Offer would otherwise expire during such five to ten
business day period.
Procedures for Tendering
Only the Holder may tender the Old Loan Agreement in the
Exchange Offer; Bondholders may tender their interests in the Old Loan
Agreement in the Exchange Offer. To tender the Old Loan Agreement in the
Exchange Offer, the Holder must complete, sign and date a Letter of Transmittal
and mail or otherwise deliver such Letter of Transmittal, together with the Old
Loan Agreement, to GE Capital at the address set forth therein, or such other
address as agreed to by GE Capital, for receipt prior to the Expiration Date. To
tender an interest in the Old Loan Agreement, a Bondholder must complete, sign
and date a Letter of Transmittal and mail or otherwise deliver such Letter of
Transmittal to GE Capital at the address set forth therein, or such other
address as agreed to by GE Capital, for receipt prior to the Expiration Date. It
is not necessary for a Bondholder to include any additional document or
instrument with its Letter of Transmittal.
The tender by the Holder or a Bondholder, as the case may be,
will constitute an agreement between the Holder or such Bondholder and GE
Capital in accordance with the terms and subject to the conditions set
forth herein and in the Letter of Transmittal.
All questions as to the validity, form, eligibility (including
time of receipt), acceptance and withdrawal of the Old Loan Agreement or any
interest therein will be determined by GE Capital in its sole discretion, which
determination will be final and binding. GE Capital reserves the right
to waive any defects, irregularities or conditions of tender. GE Capital's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in the Letter of Transmittal) will be final and binding. Unless
waived, any defects or irregularities in connection with the tender of the
Old Loan Agreement or any interest therein must be cured within such time as
GE Capital shall determine. Although GE Capital intends to notify the
Holder or a Bondholder, as the case may be, of defects or irregularities with
respect to the tender, neither GE Capital nor any other person shall incur any
liability for failure to give such notification. The tender of the Old Loan
Agreement or any interest therein will not be deemed to have been made until
such defects or irregularities have been cured or waived.
Withdrawal of Tender
Except as otherwise provided herein, the tender of the Old Loan
Agreement or any interest therein may be withdrawn at any time prior to the
Expiration Date or, if the tendered Old Loan Agreement or such interest has not
yet been accepted for exchange, after the expiration of forty business days
from the commencement of the Exchange Offer.
To withdraw the tender of the Old Loan Agreement or any
interest therein, a written notice of withdrawal must be received by GE
Capital at its address set forth in the Letter of Transmittal prior to the
Expiration Date. Any such notice of withdrawal must be signed by the
Holder or Bondholder, as the case may be, in the same manner as the original
signature on the Letter of Transmittal by which the Old Loan Agreement or
such interest was tendered. All questions as to the validity, form and
eligibility (including time of receipt) of such notice will be determined
by GE Capital in its sole discretion, which determination shall be final
and binding on all parties. The Old Loan Agreement or such interest so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and the New Loan Agreement or such interest will not be issued
with respect thereto unless the Old Loan Agreement or such interest so
withdrawn is validly re-tendered. A properly withdrawn Old Loan Agreement or
any interest therein may be re-tendered by following one of the procedures
described above under "-- Procedures for Tendering" at any time prior to
the Expiration Date.
Conditions of the Exchange Offer
Notwithstanding any other term of the Exchange Offer, GE
Capital shall not be required to accept for exchange, or exchange, the Old Loan
Agreement or any interest therein for the New Loan Agreement or any interest
therein, and may terminate the Exchange Offer as provided herein before the
acceptance of such Old Loan Agreement or any interest therein, if:
(a) any action or proceeding is instituted or threatened in any
court or by or before any governmental agency with respect to the
Exchange Offer, or any material adverse development has occurred in any
existing action or proceeding with respect to GE Capital which, in the
6
<PAGE>
sole judgment of GE Capital, might materially impair the ability of GE
Capital to proceed with the Exchange Offer or to accomplish the
objective of the Exchange Offer as described under "THE EXCHANGE OFFER
-- Purpose and Effect of Exchange Offer"; or
(b) any law, statute, rule or regulation or applicable
interpretation of the staff of the Commission is proposed, adopted or
enacted, which, in the sole judgment of GE Capital, might materially
impair the ability of GE Capital to proceed with the Exchange Offer or
to accomplish the objective of the Exchange Offer as described under
"THE EXCHANGE OFFER -- Purpose and Effect of Exchange Offer".
If GE Capital determines in its sole discretion that any of the
conditions are not satisfied, GE Capital may (i) refuse to accept the Old Loan
Agreement and any interest therein and return the Old Loan Agreement to the
Holder and any interests therein to Bondholders, (ii) extend the Exchange Offer
and retain the Old Loan Agreement and any interest therein tendered prior
to the Expiration Date, subject, however, to the rights of the Holder to
withdraw the Old Loan Agreement or of Bondholders to withdraw interests therein,
as the case may be (see "-- Withdrawal of Tenders"), or (iii) waive such
unsatisfied conditions with respect to the Exchange Offer and accept a validly
tendered Old Loan Agreement and any interests therein which have not been
withdrawn. If such waiver constitutes a material change to the Exchange Offer,
GE Capital will promptly disclose such waiver by means of a prospectus
supplement that will be distributed to the Holder and Bondholders, and GE
Capital will extend the Exchange Offer for a period of five to ten business
days, depending upon the significance of the waiver and the manner of
disclosure to the Holder and Bondholders, if the Exchange Offer would otherwise
expire during such five to ten business day period.
Fees and Expenses
The expenses of soliciting the tender will be borne by GE
Capital. The solicitation is being made by mail; however, the solicitation may
also be made by telecopy, telephone or in person by officers and regular
employees of GE Capital and its affiliates.
GE Capital has not retained any dealer-manager in connection
with the Exchange Offer and will not make any payments to brokers, dealers or
others soliciting acceptance of the Exchange Offer.
The cash expenses to be incurred in connection with the
Exchange Offer will be paid by GE Capital and are estimated in the aggregate to
be approximately $125,000. Such expenses include legal fees and printing costs,
among others. No transfer taxes are applicable to the exchange of the Old Loan
Agreement or any interest therein pursuant to the Exchange Offer.
Consequences of Failure to Exchange
If the Holder does not exchange the Old Loan Agreement, then
the Loan Agreement will remain a restricted separate security, and the Bonds
will also remain restricted securities, within the meaning of Rule 144 of the
Securities Act. If a Bondholder does not exchange its interest in the Old Loan
Agreement, then such Bondholder's Bonds will remain restricted securities within
the meaning of Rule 144 of the Securities Act. Accordingly, in either such case
the restricted Bonds would be able to be resold only (i) to the Authority or
GE Capital, (ii) pursuant to a registration statement which has been
declared effective under the Securities Act, (iii) for so long as the
restricted Bonds are eligible for resale pursuant to Rule 144A, to a person
whom the seller reasonably believes is a qualified institutional buyer within
the meaning of Rule 144A under the Securities Act, that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is
given that the transfer is being made in reliance on Rule 144A, (iv) pursuant to
offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (v) to an institutional "accredited
investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor," in each case in a
minimum principal amount of the restricted Bonds of $500,000 or (vi) pursuant
to any other available exemption from the registration requirements of the
Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of its property or the property of such investor
account or accounts be at all times within its or their control.
In addition, if the Holder does not validly exchange the Old
Loan Agreement, the Interest Rate Periods of the Bonds may be affected as
follows. The term of the Bonds is divided into consecutive Interest Rate
Periods, during which the Bonds will bear interest at a Weekly Interest Rate
or a Term Interest Rate. The first Interest Rate Period for each Series of
Bonds was a Weekly Interest Rate Period to and including October 5, 1993.
From October 6, 1993 to and including February 28, 1994 the Bonds will bear
interest at Weekly Interest Rates and thereafter the Bonds will,
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<PAGE>
at the direction of GE Capital, bear interest at Weekly Interest Rates or Term
Interest Rates. However, if GE Capital has not notified the Trustee on or prior
to February 8, 1994 that GE Capital has commenced the Exchange Offer or obtained
a "no-action" letter or opinion of counsel as required by the Registration
Rights Agreement, the Interest Rate Period with respect to all Bonds shall be a
Term Interest Rate Period for the period of time remaining to the maturity of
the Bonds, the effective date of which shall be March 1, 1994, and the Bonds
shall bear interest at a Term Interest Rate determined no later than March 1,
1994.
Accounting Treatment
The loan evidenced by the New Loan Agreement will be recorded
at the same carrying value as the loan evidenced by the Old Loan Agreement,
which is face value plus any accrued but unpaid interest, as reflected in GE
Capital's accounting records on the date of the exchange. Accordingly, no gain
or loss will be recognized by GE Capital for accounting purposes upon
consummation of the Exchange Offer. The expenses of the Exchange Offer will be
amortized by GE Capital over the term of the loan evidenced by the New Loan
Agreement in accordance with generally accepted accounting principles.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
The following sets forth certain anticipated federal income tax
consequences of the Exchange Offer. It is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the final, temporary and
proposed regulations promulgated thereunder, and administrative rulings and
judicial decisions now in effect, all of which are subject to change (possibly
with retroactive effect) or different interpretations. No ruling has been or
will be requested by GE Capital from the Internal Revenue Service on any tax
matters relating to the New Loan Agreement. The Holder and the holders of the
Bonds should consult their own tax advisors concerning the federal income tax
consequences of the Exchange Offer in the light of their particular
circumstances.
The exchange of the Old Loan Agreement for the New Loan
Agreement pursuant to the Exchange Offer should not be treated as an "exchange"
for federal income tax purposes because the New Loan Agreement should not be
considered to differ materially in kind or extent from the Old Loan Agreement.
Rather, the New Loan Agreement received by the Holder should be treated as a
continuation of the Old Loan Agreement in the hands of the Holder. As a result,
there should be no federal income tax consequences to the Holder exchanging the
Old Loan Agreement for the New Loan Agreement pursuant to the Exchange Offer.
Furthermore, holders of the Bonds should not have any federal income tax
consequences arising from the exchange of the Old Loan Agreement for the New
Loan Agreement by the Holder and, in particular, the holders of the Bonds should
not be considered to have exchanged their Bonds for new obligations differing
materially in kind or extent from the Bonds for federal income tax purposes.
DESCRIPTION OF THE LOAN AGREEMENT
General
The Loan Agreement provides for a loan to GE Capital of the
proceeds of the Bonds.
The Loan Agreement will remain in full force and effect from
the date thereof and shall continue in effect so long as any of the Bonds are
outstanding or the Trustee holds any moneys under the Indenture, whichever is
later. GE Capital's obligations under the Loan Agreement relating to the tax
status of the Bonds, indemnification and expense reimbursement shall survive the
payment of the Bonds.
Payment Obligations Under the Loan Agreement
GE Capital shall pay or cause to be paid to the Trustee such
amounts as shall be necessary to pay the principal (whether at maturity or upon
redemption or acceleration) of, and premium, if any, and interest on the Bonds,
and the purchase price of Bonds tendered for purchase (to the extent that such
price exceeds the proceeds of the remarketing of such Bonds), at such times as
the same shall become due and payable. Each such payment shall at all times be
8
<PAGE>
sufficient to pay the total amount of interest, principal (whether at maturity
or upon redemption or acceleration) and premium, if any, payable on the Bonds,
or the purchase price thereof on the dates of payment provided in the Indenture.
The obligations of GE Capital to make the payments under the
Loan Agreement and to perform and observe the other agreements contained in the
Loan Agreement are absolute and unconditional, irrespective of any defense or
any rights of set-off, recoupment or counterclaim that GE Capital might
otherwise have against the Authority or the Partnership, and are not contingent
upon the receipt by GE Capital of any payments from the Partnership under the
Partnership Loan Agreement. The exchange of the Old Loan Agreement for the New
Loan Agreement will not affect the validity of the Loan Agreement or the nature
of GE Capital's obligations thereunder.
The Authority's rights and benefits under the Loan Agreement
(except for the rights of the Authority to receive certain payments relating to
indemnification and attorneys' fees and expenses and the Authority's right to
enforce certain covenants made by GE Capital for the benefit of the Authority)
are assigned to the Trustee as security for the Bonds and to provide a source of
payment for the interest and principal owing by the Authority to the holders of
the Bonds pursuant to the terms of the Indenture.
Certain Covenants of GE Capital
During the term of the Loan Agreement, GE Capital covenants,
among other things, as follows:
Inducement Agreement. GE Capital has caused to be executed and
delivered to the Authority simultaneously with the Loan Agreement an Inducement
Agreement between the Partnership and the Authority. (See "DESCRIPTION OF THE
INDUCEMENT AGREEMENT" herein). GE Capital has agreed that, if at any time GE
Capital becomes, directly or indirectly, the owner of the Project such that the
Partnership no longer owns the Project, GE Capital will comply with all of the
covenants contained in the Inducement Agreement.
Maintenance of Tax-Exempt Status. GE Capital has covenanted and
agreed that it has not taken or permitted to be taken and will not take or, to
the extent within its control, permit to be taken any action, which would cause
the interest on any Bonds not to be Tax-Exempt to the holders thereof (except
for any Bond held by a "substantial user" of the Project or a "related person"
to such "substantial user," as such terms are defined in Section 147 of the
Code). GE Capital has further covenanted and agreed to comply with each of the
undertakings required of GE Capital in the Tax Certificate.
Sale of Assets; Merger. GE Capital has agreed not to dissolve
or dispose of all or substantially all of its assets and will not combine or
consolidate with or merge into another person or permit one or more persons to
consolidate with or merge into it, except that GE Capital may combine,
consolidate with, or merge into a person legally existing under the laws of any
State of the United States, or permit one or more persons to consolidate with or
merge into, or sell or transfer to another person all or substantially all of
its assets and thereafter to dissolve if (i) the surviving, resulting or
transferee person is GE Capital or assumes all of GE Capital's obligations under
the Loan Agreement, (ii) the surviving, resulting or transferee person is a
person qualified to do business in California, (iii) the surviving, resulting or
transferee person shall not be in default under the Loan Agreement immediately
after such consolidation, merger, sale or transfer, and (iv) the credit rating
on the Bonds shall be at a level of Moody's "Baa3" or S&P "BBB-" (or equivalent)
or higher immediately after the effective date of such consolidation, merger,
sale or transfer.
Financial Statements. GE Capital has agreed to submit to the
Trustee and the Authority audited annual financial statements of GE Capital
within 120 days after the close of its fiscal year.
Registration Rights Agreement. GE Capital has agreed to use its
best efforts to effect the registered exchange offer or to obtain the
"no-action" letter or opinion of counsel described under "The Exchange Offer --
Purpose and Effect of the Exchange Offer."
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Events of Default and Remedies
Events of Default. The following are Events of Default under
the Loan Agreement:
(i) failure by GE Capital to pay when due any amount under
the Loan Agreement which failure causes an Event of Default under the
Indenture; or
(ii) failure by GE Capital, for any reason other than Force
Majeure, to observe and perform any covenant, condition or agreement on
the part of GE Capital required to be observed or performed pursuant to
the terms of the Loan Agreement, other than the making of payments
referred to in (i) above, which continues for a period of 60 days after
written notice thereof to GE Capital is given by the Authority or the
Trustee, unless the Authority may agree in writing to an extension of
such time; provided, that if the failure stated in such notice cannot
be corrected within such period, the Authority will not unreasonably
withhold its consent to an extension of such time if corrective action
is instituted within such period and diligently pursued until the
default is corrected; or
(iii) the occurrence of an "Event of Default" of the
Partnership under and as defined in the Inducement Agreement; or
(iv) an Act of Bankruptcy of GE Capital.
Remedies. Upon the occurrence and continuance of an Event of
Default under the Loan Agreement:
(i) the Trustee shall declare, by written notice, the
unpaid amount payable under the Loan Agreement to be immediately due
and payable, whereupon such amount shall become immediately due and
payable, if concurrently with or prior to such notice the unpaid
principal amount of the Bonds shall have been declared due and payable;
or
(ii) the Trustee may have access to and may inspect,
examine and make copies of the books and records and any and all
accounts, data and federal income tax and other tax returns of GE
Capital, except that such remedy shall not be available (unless ordered
by a court) in the case of an Event of Default described in clause
(iii) below; or
(iii) the Authority or the Trustee may take any action at
law or in equity to collect the payments then due and thereafter to
become due under the Loan Agreement or to enforce performance and
observance of any obligation, agreement or covenant of GE Capital under
the Loan Agreement.
In addition to the above remedies, GE Capital has covenanted
that in case an Event of Default occurs with respect to the payment of any
amount that GE Capital is required to make to the Trustee under the Loan
Agreement as a repayment of the loan, then, upon demand of the Trustee, GE
Capital shall pay to the Trustee the whole amount that then shall have become
due and payable, with interest, to the extent permitted by law, on the amount
then overdue at the rate of interest per annum borne by the Bonds until such
amount has been paid. In case GE Capital shall fail forthwith to pay such
amounts upon such demand, the Trustee shall be entitled to institute any action
or proceeding at law or in equity for the collection of the sums so due and
unpaid.
GE Capital's obligations under the Loan Agreement are unsecured
and rank pari passu (equally and ratably) with all other unsecured and
unsubordinated indebtedness of GE Capital. GE Capital's obligations under the
Loan Agreement have been rated AAA by Standard & Poor's Corporation.
The preceding is a summary of certain provisions contained in
the Loan Agreement and is subject in all respects to the Loan Agreement, a copy
of which has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part.
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DESCRIPTION OF THE INDUCEMENT AGREEMENT
General
The Inducement Agreement contains representations, warranties
and covenants with respect to the Project made by the Partnership for the
benefit of the Authority, and provides an inducement to the Authority to issue
the Bonds and make a loan of the Bond proceeds to GE Capital.
The Inducement Agreement will remain in full force and effect
from the date thereof and shall continue in effect so long as any of the Bonds
are outstanding or the Trustee holds any moneys under the Indenture, whichever
is later. The Partnership's obligations under the Inducement Agreement relating
to the tax status of the Bonds, indemnification and expense reimbursement shall
survive the payment of the Bonds. The exchange of the Old Loan Agreement for the
New Loan Agreement will not affect the validity of the Inducement Agreement or
the nature of the Partnership's obligations thereunder.
Payment Obligations Under the Inducement Agreement
The Partnership has guaranteed to the Authority, for the
benefit of the holders of the Bonds, GE Capital's obligations under the Loan
Agreement to pay the principal or purchase price of, premium, if any, and
interest on the Bonds and the Partnership shall pay such amounts to the Trustee
if the Trustee has (a) declared an Event of Default under the Loan Agreement as
a result of a failure by GE Capital to make any such payment and (b) exhausted
all remedies that may be exercised by the Trustee under the Loan Agreement as a
result of such Event of Default.
The Authority's rights and benefits under the Inducement
Agreement (except for the rights of the Authority to receive certain payments
relating to indemnification and attorneys' fees and expenses and the Authority's
right to enforce certain covenants made by GE Capital for the benefit of the
Authority) are assigned to the Trustee as collateral for the Bonds and to
provide a source of payment for the interest and principal owing by the
Authority to the holders of the Bonds pursuant to the terms of the Indenture.
The obligations of the Partnership to make the payments under
the Inducement Agreement and to perform and observe the other agreements
contained in the Inducement Agreement are absolute and unconditional,
irrespective of any defense or any rights of set-off, recoupment or counterclaim
that the Partnership might otherwise have against the Authority or GE Capital.
The Partnership shall pay to GE Capital, to the extent of
available funds, all amounts owed to GE Capital pursuant to the Partnership Loan
Agreement. Such payments are not assigned as security for the benefit of the
registered holders of the Bonds and neither the Authority, the Trustee nor the
registered holders of the Bonds shall have any right, title or interest in any
such payment to GE Capital. The Partnership also is required to pay certain
costs and expenses of the Trustee and the Authority.
Certain Covenants of the Partnership
During the term of the Inducement Agreement, the Partnership
covenants, among other things, as follows:
Construction of the Project. The Partnership has agreed to use
the Bond proceeds loaned to it by GE Capital to acquire, construct and install,
or to complete the acquisition, construction and installation of the Project and
of all other facilities deemed necessary for the operation of the Project,
substantially in accordance with the plans and specifications prepared therefor
by the Partnership and approved by the Authority.
Maintenance of Tax-Exempt Status. The Partnership has
covenanted and agreed that it has not taken or permitted to be taken and will
not take or, to the extent within its control, permit to be taken any action
which would cause the interest on any Bonds not to be Tax-Exempt to the holders
thereof (except for any Bond held by a "substantial user" of the Project or a
"related person" to such "substantial user," as such terms are defined in
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Section 147 of the Code). The Partnership has further covenanted and agreed to
comply with each of the undertakings required of the Partnership in the Tax
Certificate.
Sale of Assets; Merger. The Partnership has agreed not to
dissolve or dispose of all or substantially all of its assets and will not
combine or consolidate with or merge into another person or permit one or more
persons to consolidate with or merge into it, except that the Partnership may
combine, consolidate with, or merge into a person legally existing under the
laws of any State of the United States, or permit one or more persons to
consolidate with or merge into it, or sell or transfer to another person all or
substantially all of its assets and thereafter to dissolve if (i) the surviving,
resulting or transferee person is the Partnership or assumes all of the
Partnership's obligations under the Inducement Agreement, (ii) the surviving,
resulting or transferee person is a person qualified to do business in
California, (iii) the surviving, resulting or transferee person shall have a net
worth (as determined in accordance with generally accepted accounting
principles) immediately after such consolidation, merger, sale or transfer
greater than or equal to the net worth of the Partnership at the end of the
fiscal quarter immediately preceding the effective date of such consolidation,
sale or transfer, and (iv) the credit rating on the Bonds immediately after the
effective date of consolidation, merger, sale or transfer shall be at a level
equivalent to, or higher than, on the date immediately preceding such date.
Maintenance and Repair and Taxes. The Partnership has agreed
that it will maintain the Project (i) in as reasonably safe condition as its
operations permit and (ii) in good repair and good operating condition, ordinary
wear and tear excepted. The Partnership has agreed to pay or cause to be paid
(a) all taxes and governmental charges which, if not paid, would become a charge
on the receipts of the Project prior to or on parity with the charge thereon
created under the Inducement Agreement, and (b) all utility charges and other
charges levied against the Project or incurred in the operation, maintenance,
use, occupancy and upkeep of the Project and all assessments and charges
lawfully imposed that may be secured by a lien; provided that if any such
assessments or governmental charges legally may be paid in installments, the
Partnership is only required to pay such installments due during the term of the
Inducement Agreement and the Loan Agreement.
Maintenance of Insurance. The Project has agreed to keep or
cause to be kept (i) the Project insured against such risks and in such amounts
and for such occurrences as similar properties are usually insured by those
constructing or operating properties similar to the Project by means of policies
issued by reputable insurance companies doing business in California, and (ii)
insurance against all direct or contingent loss or liability for personal
injury, death or property damage occasioned by the operation of the Project.
Financial Statements. The Partnership has agreed to submit to
the Trustee and the Authority audited annual financial statements of the
Partnership within 120 days after the close of its fiscal year.
Events of Default and Remedies
The following are Events of Default under the Inducement
Agreement:
(i) failure by the Partnership, for any reason other than
Force Majeure, to observe or perform any covenant, condition or
agreement on its part required to be observed or performed pursuant to
the terms of the Inducement Agreement, where such failure continues
unremedied for sixty (60) days after written notice thereof to the
Partnership by the Authority or Trustee, unless the Authority and the
Trustee shall agree in writing to an extension of such time; provided,
that if the failure stated in the notice cannot be corrected within
such period, the Authority and Trustee will not unreasonably withhold
their consent to an extension of time if corrective action is
instituted within such period and diligently pursued until the default
is corrected; or
(ii) an Act of Bankruptcy of the Partnership.
Remedies. Upon the occurrence and continuance of an Event of
Default under the Inducement Agreement:
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(i) the Trustee may have access to and may inspect,
examine and make copies of the books and records and any and all
accounts, data and federal income tax and other tax returns of the
Partnership; or
(ii) the Authority or the Trustee may take any action at
law or in equity to collect the payments then due and thereafter to
become due under the Loan Agreement or to enforce performance and
observance of any obligation, agreement or covenant of the Partnership
under the Inducement Agreement.
The preceding is a summary of certain provisions contained in
the Inducement Agreement and is subject in all respects to the Inducement
Agreement, a copy of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part.
PLAN OF DISTRIBUTION
Each broker-dealer that holds Bonds for its own account must
acknowledge in the Letter of Transmittal delivered to holders of the Bonds with
this Prospectus that it will deliver a prospectus in connection with any resale
of such Bonds. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of Bonds
where such Bonds were acquired as a result of market-making activities or other
trading activities. The Company will, for a period of 90 days after the
Expiration Date, make this Prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. In addition, until
May 7, 1994, all dealers effecting transactions in the Bonds may be required to
deliver a prospectus.
Bonds held by broker-dealers for their own account after
completion of the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Bonds or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Bonds. Any broker-dealer that
resells Bonds after completion of the Exchange Offer and any broker or dealer
that participates in a distribution of such Bonds may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Bonds and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
By acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
For a period of 90 days after the Expiration Date, the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents.
LEGAL MATTERS
Certain legal matters in connection with the New Loan Agreement
will be passed upon for the Company by Pillsbury Madison & Sutro, 235 Montgomery
Street, San Francisco, CA 94104, special California counsel for the Company.
EXPERTS
The financial statements and schedules of General Electric
Capital Corporation and consolidated affiliates as of December 31, 1992 and 1991
and for each of the years in the three-year period ended December 31, 1992,
appearing in GE Capital's Annual Report on Form 10-K for the year ended December
31, 1992, incorporated by reference herein, have been incorporated herein in
reliance upon the report of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
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APPENDIX A
CERTAIN DEFINITIONS
Unless the context otherwise requires, the following terms
shall, for the purposes of this Prospectus, have the meanings herein specified,
as follows:
"Act of Bankruptcy" shall mean any of the following with respect to any
person (A) the commencement by such party of a voluntary case under the federal
bankruptcy laws, as now in effect or hereafter amended, or any other applicable
federal or state bankruptcy, insolvency or similar laws, or (B) the filing of a
petition with a court having jurisdiction over such party under the federal
bankruptcy laws, as now in effect or hereafter amended, or any other applicable
federal or state bankruptcy, insolvency or similar laws, which has not been
discharged or stayed within sixty (60) days, or (C) the admission of such party
in writing of its inability to pay its debts generally as they become due, or
(D) the appointment of a receiver, a trustee or a liquidator of such party in
any proceeding brought against such party, or (E) the assignment by such party
for the benefit of its creditors, or (F) the entry by such party into an
agreement of composition with its creditors.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Force Majeure" shall mean strikes, lockouts or other industrial
disturbances; acts of public enemies; orders of any kind of the government of
the United States or of the State of California or any of their departments,
agencies or officials, or any civil or military authority; insurrections; riots;
epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms;
floods; washouts; droughts; arrests; restraint of government and people; civil
disturbances; explosions; breakage or accident to machinery, transmission pipes
or canals; partial or entire failure of utilities; or any other cause or event
not reasonably within the control of the party claiming Force Majeure, it being
agreed that the settlement of strikes, lockouts and other industrial
disturbances shall be entirely within the discretion of such party and such
party shall not be required to make settlement of strikes, lockouts and other
industrial disturbances by acceding to the demands of the opposing party or
parties when such course of action is, in the judgment of the party claiming
Force Majeure, unfavorable to it.
"Interest Rate Period" shall mean either a Weekly Interest Rate Period
or a Term Interest Rate Period.
"Moody's" shall mean Moody's Investors Service, a corporation organized
and existing under the laws of the State of Delaware, its successors and
assigns.
"Registration Rights Agreement" shall mean the Registration Rights
Agreement, dated as of September 1, 1993, by and among GE Capital and the
Initial Purchasers.
"S&P" shall mean Standard & Poor's Corporation, a corporation organized
and existing under the laws of the State of New York, its successors and
assigns.
"Series" shall mean any series of Bonds issued pursuant to the
Indenture.
"Tax Certificate" shall mean the Tax Certificate and Agreement with
respect to the Bonds, dated October 1, 1993, by and among the Authority, GE
Capital and the Partnership, as amended in accordance with its terms.
"Tax-Exempt" means, with respect to interest on any obligations of a
state or local government, including the Bonds, that such interest is excluded
from gross income for federal income tax purposes, whether or not such interest
is includable as an item of tax preference or otherwise includable directly or
indirectly for purposes of calculating other tax liabilities, including any
alternative minimum tax or environmental tax under the Code.
"Term Interest Rate" shall mean a fixed rate of interest on a Series of
Bonds.
"Term Interest Rate Period" shall mean each period during which a Term
Interest Rate is in effect.
A-1
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"Weekly Interest Rate" shall mean a variable interest rate on a Series
of Bonds established weekly.
"Weekly Interest Rate Period" shall mean each period during which
Weekly Interest Rates are in effect.
A-2
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- --------------------------------------------------------------------------------
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 in connection with the offer
contained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by GE Capital
or by any agent, underwriter or dealer. 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 GE Capital since
dates as of which information is given in this Prospectus. This Prospectus does
not constitute an offer or solicitation by anyone in any state in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so or is to any person to whom it is
unlawful to make such offer or solicitation.
---------------
TABLE OF CONTENTS
Page
----
Available Information....................................... 2
Documents Incorporated by Reference......................... 2
Introduction................................................ 2
General Electric Capital Corporation........................ 3
Use of Proceeds............................................. 3
The Exchange Offer.......................................... 4
Certain Federal Income Tax Consequences of
the Exchange Offer........................................ 7
Description of the Loan Agreement........................... 7
Description of the Inducement Agreement..................... 10
Plan of Distribution........................................
Legal Matters............................................... 12
Experts..................................................... 12
================================================================================
GENERAL ELECTRIC
CAPITAL CORPORATION
Offer to exchange its new
$55,000,000 principal amount Loan
Obligation, including interests therein,
to the California Alternative
Energy Source
Financing Authority,
which has been registered under
the Securities Act of 1933, for
its old $55,000,000 principal amount
Loan Obligation, including interests therein, to the
California Alternative Energy
Source Financing Authority
---------------
PROSPECTUS
---------------
February 8, 1994
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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 that has been successful, on the
merits or otherwise, in the defense of a civil or criminal action or
proceeding of the character described in subparagraphs a or b above,
shall be entitled to indemnification as authorized in such paragraphs.
The foregoing statement is subject to the detailed provisions of Sections
7018-7022 of the New York Banking Law.
The indemnification and advancement of expenses granted
pursuant to the New York Banking Law, as summarized in the foregoing paragraph,
are not exclusive of any other rights to indemnification or advancement of
expenses to which a 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>
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 21. Exhibits.
Exhibit
Number Description
------ -----------
*4(a) Loan Agreement.
*4(b) Form of New Loan Agreement.
*4(c) Inducement Agreement.
*4(d) Registration Rights Agreement.
*5 Opinion and Consent of special California counsel for the
Company.
*12 Computation of ratio of earnings to fixed charges.
*23(a) Consent of Pillsbury Madison & Sutro, special California
counsel for the Company, is included in its opinion referred
to in Exhibit 5 above.
*23(b) Consent of KPMG Peat Marwick (contained in Part II of this
Registration Statement).
*24 Powers of Attorney.
99 Form of Letter of Transmittal
- ----------------------
* Previously filed.
II-2
<PAGE>
Item 22. Undertakings.
The undersigned registrant hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933, (1) each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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, and
(2) each post-effective amendment that contains a form of prospectus 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.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction that was not
the subject of and included in the registration statement when it became
effective.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Electric Capital Corporation, has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 8th day of February, 1994.
General Electric Capital Corporation
By /s/ JAMES A. PARKE
--------------------------------
Title: Senior Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, \
President and Chief |
Executive Officer |
* (Principal Executive |
- --------------------------------------------- Officer) |
(Gary C. Wendt) |
|
Senior Vice President, |
Finance (Principal |
/s/ JAMES A. PARKE Financial and Accounting |
- --------------------------------------------- Officer) and Director |
(James A. Parke) |
|
|
Senior Vice President |
* Corporate Treasury and |
- --------------------------------------------- Global Funding Operation > February 8, 1994
(Jeffrey S. Werner) |
|
|
|
* |
- --------------------------------------------- |
(Nigel D.T. Andrews) Director |
|
|
|
* |
- --------------------------------------------- |
(James R. Bunt) Director |
|
|
|
- --------------------------------------------- |
(Michael A. Carpenter) Director |
/
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* \
- --------------------------------------------- |
(Dennis D. Dammerman) Director |
|
|
|
|
- --------------------------------------------- |
(Paolo Fresco) Director |
|
|
|
* |
- --------------------------------------------- |
(Benjamin W. Heineman, Jr.) Director |
|
|
|
* |
- --------------------------------------------- |
(Burton J. Kloster, Jr.) Director |
|
|
* |
- --------------------------------------------- |
(Hugh J. Murphy) Director |
|
|
|
|
* |
- --------------------------------------------- |
(Denis J. Nayden) Director > February 8, 1994
|
|
|
|
- --------------------------------------------- |
(John M. Samuels) Director |
|
|
|
* |
- --------------------------------------------- |
(Edward D. Stewart) Director |
|
|
|
* |
- --------------------------------------------- |
(John F. Welch, Jr.) Director |
/
</TABLE>
II-5
<PAGE>
Signature Title Date
--------- ----- ----
*By /s/ JAMES A. PARKE
-------------------------------------
(James A. Parke)
Attorney-in-fact
II-6
<PAGE>
CONSENT OF COUNSEL
The consent of Pillsbury Madison & Sutro, special California
counsel for the Company, to the reference to such counsel under Legal Matters in
the Prospectus, and to the use of its opinion as an Exhibit to the Registration
Statement, is included in said opinion.
II-7
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-4, of our report dated February 12, 1993 relating to the
financial statements and schedules of the Company and consolidated affiliates as
of December 31, 1992 and 1991 and for each of the years in the three-year period
ended December 31, 1992 appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1992.
We further consent to the reference to our firm under Experts in
the Prospectus.
KPMG Peat Marwick
Stamford, Connecticut
December 20, 1993
II-8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
------ ----------- ----
*4(a) Loan Agreement.
*4(b) Form of New Loan Agreement.
*4(c) Inducement Agreement.
*4(d) Registration Rights Agreement.
*5 Opinion and Consent of special California counsel for the
Company.
*12 Computation of ratio of earnings to fixed charges.
*23(a) Consent of Pillsbury Madison & Sutro, special California
counsel for the Company, is included in its opinion referred
to in Exhibit 5 above.
*23(b) Consent of KPMG Peat Marwick (contained in Part II of this
Registration Statement).
*24 Powers of Attorney.
99 Form of Letter of Transmittal
- ----------------------
* Previously filed.
