PROSPECTUS Pricing Supplement No. 1749
Dated July 12, 1993 Dated January 20, 1994
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
No. 33-58506
Dated July 12, 1993 Rule 424(b)(3)-Registration Statement
No. 33-58508
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES
(Principal-Indexed Fixed Rate Notes)
Series: A X B __ C __ Trade Date: January 14, 1994
Principal Amount (in Specified Currency): US$30,000,000
Settlement Date (Original Issue Date): February 1, 1994
If Specified Currency is other than U.S. dollars,
equivalent amount in U.S. dollars: N/A
Maturity Date: February 1, 1995
Agent's Discount or Commission: 0.000%
Price to Public (Issue Price): 100.00%
Net Proceeds to Issuer (in Specified Currency): US$30,000,000
Interest Rate: 4.5000%
Interest Payment Period:
__ Annual X Semi-Annual __ Monthly __ Quarterly
Interest Payment Dates if other than as set forth in the Prospectus
Supplement: August 1, 1994 and February 1, 1995.
Form of Notes:
The Notes will be issued in the form of a fully-registered global
note deposited with or on behalf of The Depository Trust Company
and will be available in book-entry form in minimum denominations
of $500,000.
TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED TO THEM IN
THE ATTACHED PROSPECTUS SUPPLEMENT. SEE "ADDITIONAL TERMS" ON THE
FOLLOWING PAGES.
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Pricing Supplement No. 1749
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Repayment, Redemption and Acceleration:
Optional Repayment Date: N/A
Annual Redemption Percentage Reduction: N/A
Initial Redemption Date: N/A
Modified Payment Upon Acceleration: N/A
Initial Redemption Percentage: N/A
Original Issue Discount
Amount of OID: N/A
Interest Accrual Date: N/A
Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Amortizing Notes:
Amortization Schedule: N/A
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Dated January 20, 1994
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Indexed Notes:
The percentage of the face amount payable at maturity will be
indexed to the 3 Year French Franc Swap Rate as described below.
See "Additional Terms -- Redemption at Maturity."
Additional Terms:
Interest. Interest on the Notes will be payable on August 1,
1994 and on February 1, 1995 (each an "Interest Payment Date") at
the rate of 4.5000% per annum. Interest will be computed and paid
on the basis of a 360-day year of twelve 30-day months. In the
event that any Interest Payment Date or the Maturity Date is not a
Business Day (as defined below), interest on the Notes will be paid
on the next succeeding Business Day and no interest on such payment
shall accrue for the period from and after such Interest Payment
Date or the Maturity Date.
Redemption at Maturity. The percentage of the face amount of the
Notes to be paid on the Maturity Date shall be determined by the
Determination Agent (as defined below) on the Determination Date
(as defined below) in accordance with the following formula:
RP = 100% + (10 x (4.72% - FFr(SR))
Where,
RP = Redemption Percentage (as defined below)
Ffr(SR) = 3 Year French Franc Swap Rate (as defined below);
provided, however, in no event shall the Redemption Percentage be
less than 70%. Any amount in excess of 100% of the face amount of
the Notes which is payable on the Maturity Date will represent
interest on the Notes.
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Pricing Supplement No. 1749
Dated January 20, 1994
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Certain Defined Terms. As used herein, the terms set forth
below shall have the following meanings:
"3 Year French Franc Swap Rate" means the spot offered three year
French Franc fixed versus 3-month PIBOR swap rate (expressed as a
percentage on an annual 30/360 day basis) as published by
International Financing Review on Telerate Page 42284 under the
caption "OFFER", as of 12:00 noon, London time, on the
Determination Date; provided that, if on the Determination Date,
such rate does not appear on Telerate Page 42284, the Determination
Agent (as defined below) will request each of five Reference
Dealers (as defined below) to provide the Determination Agent with
its offer quotation for a three year French Franc fixed versus 3-
month French Franc PIBOR swap rate as of 12:00 noon, London time,
on the applicable Interest Determination Date. If at least three
quotations are received from the Reference Dealers, the
Determination Agent will determine the 3 Year French Franc Swap
Rate by computing the arithmetic mean of such quotations,
discarding the highest and lowest quotation. If fewer than three
quotations are received from the Reference Dealers, the Calculation
Agent will compute the arithmetic mean without discarding the
highest and lowest quotations. If on the Determination Date, no
rate appears on Telerate Page 42284 and the Determination Agent
does not receive at least one quote from the Reference Dealers,
then the 3 Year French Franc Swap Rate shall be the last available
spot offered three year French Franc fixed versus 3-month PIBOR
swap rate (expressed as a percentage on an annual 30/360 day basis)
as published by International Financing Review on Telerate Page
42284 under the caption "OFFER" prior to the Determination Date.
"Business Day" means any day other than a Saturday or Sunday or
any other day on which banking institutions are generally
authorized or obligated by law or regulation to close in New York,
New York, Paris, France or London, England.
"Determination Agent" means Credit Suisse Financial Products.
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"Determination Date" means two business days prior to the
Maturity Date, being the date on which the Determination Agent
shall determine the Redemption Percentage of the Notes.
"Redemption Percentage" means the percentage (rounded up to three
decimal places) of the principal amount of the Notes that an
investor will receive on the Maturity Date. In no event will the
Redemption Percentage be less than 70%.
"Reference Dealer" means any major bank or banking corporation
selected in good faith by the Determination Agent (which may
include the Determination Agent) for the purpose of providing
offered quotations on the 3 Year French Franc Swap Rate.
References herein to "French Francs" or "Ffr" are to the currency
of the France.
Historical Rate Information.
The following table sets forth certain historical information
with respect to the 3 Year French Franc Swap Rate, together with a
computation of the hypothetical percentage of the original
Principal Amount repayable at maturity (the "Redemption
Percentage") had the Notes matured on such date.1
3 Year French Redemption
Month/Year Franc Swap Rate Percentage2
Jan. 1991 10.400% 70.00%
Feb. 1991 9.650 70.00
Mar. 1991 9.620 70.00
Apr. 1991 9.390 70.00
May 1991 9.360 70.00
June 1991 9.580 70.00
July 1991 9.800 70.00
Aug. 1991 9.530 70.00
Sep. 1991 9.470 70.00
Oct. 1991 9.290 70.00
Nov. 1991 9.500 70.00
Dec. 1991 9.500 70.00
_____________________________
1 Source: Credit Suisse Financial Products
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3 Year French Redemption
Month/Year Franc Swap Rate Percentage2
Jan. 1992 9.040 70.00
Feb. 1992 9.220 70.00
Mar. 1992 9.540 70.00
Apr. 1992 9.450 70.00
May 1992 9.235 70.00
June 1992 9.490 70.00
July 1992 9.950 70.00
Aug. 1992 10.100 70.00
Sep. 1992 9.200 70.00
Oct. 1992 8.490 70.00
Nov. 1992 8.580 70.00
Dec. 1992 8.610 70.00
Jan. 1993 8.600 70.00
Feb. 1993 8.120 70.00
Mar. 1993 7.070 76.50
Apr. 1993 7.190 75.30
May 1993 6.730 79.90
June 1993 6.115 86.05
July 1993 6.125 85.95
Aug. 1993 5.760 89.60
Sep. 1993 5.805 89.15
Oct. 1993 5.455 92.65
Nov. 1993 5.395 93.25
Dec. 1993 5.055 96.65
_____________________________
2 After application of the 70% minimum Redemption Percentage
floor.
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Fluctuations in the 3 Year French Franc Swap Rate and the
Redemption Percentage that have occurred in the past should not be
taken as an indication of future performance during the term of the
Notes. Fluctuations may occur in the 3 Year French Franc Swap Rate
during the term of the Notes which are wider or more confined than
those that have occurred historically. Accordingly, prospective
investors should consult their own financial and legal advisors as
to the risks entailed by an investment in the Notes and the
suitability of the Notes in light of their particular
circumstances.
Certain Investment Considerations
An investment in the Notes entails significant risks that are not
associated with similar investments in a conventional fixed-rate
debt security. The secondary market for the Notes will be affected
by a number of factors, independent of the creditworthiness of the
Company and the value of the 3 Year French Franc Swap Rate,
including, but not limited to, the volatility of the 3 Year French
Franc Swap Rate, the time remaining to the Maturity Date and market
interest rates. No established secondary market exist for the
Notes. Neither the Company nor the Agent referred to below under
"Plan of distribution" can provide any assurance that there will be
secondary market liquidity with respect to the Notes. See
"Description of the Notes--Indexed Notes--Risk Factors" in the
attached Prospectus Supplement.
The principal amount payable on the Maturity Date is inversely
linked to the 3 Year French Franc Swap Rate. An increase in the 3
Year French Franc Swap Rate will decrease the amount of money an
investor will receive in payment of principal on the Notes on the
Maturity Date and vice versa. In addition, the formula used to
determine the Redemption Amount contains a leverage factor which
has the effect of magnifying the impact of changes in the 3 Year
French Franc Swap Rate. Depending on the level of the 3 Year
French Franc Swap Rate, an investor may receive more or less money
on the Maturity Date then was initially paid for the Notes,
including the possibility that only 70% of the original Principal
Amount will be payable on the Maturity Date.
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Pricing Supplement No. 1749
Dated January 20, 1994
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Certain United States Federal Income Tax Considerations
The following United States federal income tax discussion
replaces the statements under the caption "United States Tax
Considerations" in the Prospectus Supplement dated July 12, 1993.
United States Taxation.
In the opinion of James M. Kalashian, Esq., General Tax Counsel
of General Electric Capital Corporation, Tax Counsel to the
Company, the following summary describes the principal United
States federal income tax consequences of ownership and disposition
of the Notes to initial U.S. Holders (as defined below) of the
Notes. This summary is based upon the Internal Revenue Code of
1986, as amended to the date hereof (the "Code"), 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, and investors holding Notes as part of a
hedging transaction or as a position in a "straddle" for tax
purposes). This summary discusses only Notes held as capital
assets within the meaning of section 1221 of the Code. 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 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 inn or under the
law of the United States or any political subdivision thereof,
(iii) an estate or trust the income of which is subject to United
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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.
General.
Although no authority exists that directly addresses the
characterization, for United States federal income tax purposes, of
securities with terms substantially similar to the Notes, and the
matter therefore is not entirely free from doubt, the Company
believes, based upon the advise of its tax counsel, that the Notes
should be treated as debt obligations of the Company for United
States federal income tax purposes. The Company currently intends
to treat the Notes as debt obligations of the Company for United
States federal income tax purposes and, where required, intends to
file information returns with the Internal Revenue Service ("IRS")
in accordance with such treatment, in the absence of any change or
clarification in the law, by regulation or otherwise, requiring a
different characterization. Prospective investors in the Notes
should be aware, however, that the IRS is not bound by the
Company's characterization of the Notes as indebtedness and the IRS
could possibly take a different position as to the proper
characterization of the Notes for United States federal income tax
purposes. The following discussion is based upon the assumption
that the Notes will be treated as debt obligations of the Company
for Untied States federal income tax purposes. If the Notes are
not in fact treated as debt obligations of the Company for United
States federal income tax purposes, then the United States federal
income tax treatment of the purchase, ownership and disposition of
the Notes could differ from the treatment discussed below.
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U.S. Holders.
Under general principals of current United States federal income
tax law, payments of interest on a Note generally will be taxable
to a U.S. Holder as ordinary interest income at the time such
payments are accrued or are received (in accordance with the U.S.
Holder's regular method of tax accounting). The amount payable at
maturity with respect to a Note in excess of the Principal Amount,
if any, will be treated as contingent interest and generally will
be includable in income by a U.S. Holder as ordinary interest on
the date the amount payable at maturity is accrued (i.e.,
determined) or when such amount is received (in accordance with the
U.S. Holder's regular method of tax accounting).
Upon the sale, exchange or retirement of a Note, a U.S. Holder
generally will recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or
retirement and such U.S. Holder's tax basis in the Note. A U.S.
Holder's tax basis in a Note will generally equal the cost of a
Note to such U.S. Holder. It is unclear under existing law what
portion, if any, of any gain realized on sale or exchange of a Note
prior to maturity will be treated as ordinary income. Any loss
realized on the sale or exchange of a Note will be treated as a
short-term capital loss.
However, the U.S. Treasury Department issued proposed regulations
on April 6, 1986 under the original issue discount provisions of
the Code (the "Proposed Regulations") concerning notes that have
contingent principal and interest. The Proposed Regulations
contain a retroactive effective date and if adopted in their
current form would apply to the Notes. Under the Proposed
Regulations, the Notes will be treated as having contingent
interest and principal because the amount received by a U.S. Holder
upon the redemption of the Notes is contingent on the 3 Year French
Franc Swap Rate on the Determination Date and the total non-
contingent payments on the Notes will be less than the issue price
of the Notes. As a result, under the Proposed Regulations, the
first payment designated as a semi-annual interest payment will be
treated for Untied States federal income tax purposes as a
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principal payment on the Notes thereby reducing the outstanding
principal balance on the Notes. Accordingly, under the Proposed
Regulations a U.S. Holders would not be required to include such
payment in income. Any payment at maturity of the Notes (whether
designated as interest or principal) would be applied to reduce the
remaining outstanding principal balance of the Notes. To the
extent such payment exceeds the remaining outstanding principal
balance, such excess would be treated as interest which would be
includable in the income of a U.S. Holder at the time such amount
is determined. If such payment at maturity is less than the
outstanding principal balance, a U.S. Holder would recognize a
short-term capital loss on such redemption of the Notes to the
extent the outstanding principal balance exceeds such payment at
maturity.
Upon the sale or exchange of a Note, a U.S. Holder would
recognize taxable gain or loss equal to the difference between the
amount realized on the sale or exchange and such U.S. Holder's
adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis
in a Note will equal the cost of such Note reduced by any principal
payments (including, as described above, payments designated as
interest but treated as principal under the Proposed Regulations)
received by the U.S. Holder. It is unclear under existing law what
portion, if any, of any gain realized on sale or exchange of a Note
prior to maturity will be treated as ordinary income. Any loss
realized on the sale or exchange of a Note will be treated as a
short-term capital loss.
There is no assurance that the Proposed Regulations will be
adopted, or if adopted, adopted in their current form. In
addition, on January 19, 1993, the Treasury Department issued
proposed regulations (the "1993 Proposed Regulations"), concerning
contingent payment debt obligations, which would have replaced the
Proposed Regulations and which would have provided for a set of
rules with respect to the timing and character of income and
recognition on contingent payment debt obligations that differs
from the rules contained in the Proposed Regulations with respect
to the timing and character of income recognition on contingent
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payment debt obligations. The 1993 Proposed Regulations would have
applied to debt instruments issued 60 days or more after the date
the 1993 Proposed Regulations became final. However, on January
22, 1993, the United State's Government's Office of Management and
Budget announced that certain proposed regulations which had not
yet been published in the Federal Register, including the 1993
Proposed Regulations, had been withdrawn. It is unclear whether
the 1993 Proposed Regulations will be reproposed or, if reproposed,
what effect, if any, such regulations would have on the Notes.
Based upon the foregoing, the continued viability of the Proposed
Regulations is uncertain. It should also be noted that proposed
Treasury regulations are not binding upon either the IRS or
taxpayers prior to becoming effective as temporary or final
regulations. Prospective investors in the Notes are urged to
consult their own tax advisors regarding the application of the
Proposed Regulations to their investment in the Notes, if any, and
the effect of possible changes to the Proposed Regulations.
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 IRS 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 not been notified by the IRS
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.
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Any amounts withheld under the backup withholding rules from a
payment to a beneficial owner will be allowed as a credit against
such beneficial owner's United States federal income tax and may
entitle such owner to a refund, provided that the required
information is furnished to the IRS.
Plan of Distribution
CS First Boston Corporation is acting as Agent in connection with
the sale of the Notes.
