Filed Pursuant to Rule 424(b)(5)
Registration No. 33-61257
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 31, 1995)
GENERAL ELECTRIC CAPITAL CORPORATION
750 SHARES--VARIABLE CUMULATIVE PREFERRED STOCK, SERIES Y
750 SHARES--VARIABLE CUMULATIVE PREFERRED STOCK, SERIES Y-1
LIQUIDATION PREFERENCE $100,000 PER SHARE
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General Electric Capital Corporation (the "Company") hereby offers for sale
750 shares of its $100 par value preferred stock to be known as the Variable
Cumulative Preferred Stock, Series Y (the "Series Y Preferred Shares") and 750
shares of its $100 par value preferred stock to be known as the Variable
Cumulative Preferred Stock, Series Y-1 (the "Series Y-1 Preferred Shares" and,
collectively with the Series Y Preferred Shares, the "Preferred Shares").
Dividends on the Preferred Shares of each Series offered hereby are
cumulative and accumulate from the Date of Original Issue (expected to be
November 3, 1995) and will be payable, when and as declared by the Board of
Directors of the Company, on each Dividend Payment Date. The Initial Dividend
Period for the Preferred Shares will commence on the Date of Original Issue and
will end on November 3, 1998. The Dividend Rate for the Initial Dividend Period
for each Series will be 4.95% per annum.
The duration of the first Subsequent Dividend Period and the Dividend Rate
for such first Subsequent Dividend Period for each Series of the Preferred
Shares will be determined pursuant to the Auction Method, at the times and in
the manner described in the accompanying Prospectus.
The Preferred Shares of each Series are redeemable on the last day of any
Dividend Period (including the last day of the Initial Dividend Period for the
Preferred Shares of each Series), as a whole or in part, at the option of the
Company, at a redemption price of $100,000 per share plus accumulated and unpaid
dividends and, in the case of a Subsequent Dividend Period of two years or more,
may be redeemable at the times and redemption prices (but not less than $100,000
per Share plus accumulated and unpaid dividends) determined by the Company prior
to the commencement of such Subsequent Dividend Period. The Preferred Shares of
each Series are not redeemable on any day prior to the last day of the Initial
Dividend Period for each Series.
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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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE><CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY(2)
<S> <C> <C> <C>
Per Share for each Series......... $100,000 $750 $99,250
Total............................. $150,000,000 $1,125,000 $148,875,000
</TABLE>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(2) Before deducting expenses payable by the Company estimated at $150,000.
------------------------
The Preferred Shares of each Series are offered by the Underwriters as
specified herein, subject to receipt and acceptance by them and subject to the
right to reject any order in whole or in part. It is expected that delivery of a
single certificate for each Series of the Preferred Shares will be made through
the facilities of The Depository Trust Company on or about November 3, 1995.
------------------------
LEHMAN BROTHERS
CS FIRST BOSTON
MERRILL LYNCH & CO.
SMITH BARNEY INC.
------------------------
The date of this Prospectus Supplement is October 31, 1995
<PAGE>
DESCRIPTION OF THE PREFERRED SHARES
The following information supplements the information set forth in the
accompanying Prospectus, to which information reference is hereby made.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Prospectus. The Preferred Shares constitute part of the "Stock"
as defined in the Prospectus.
Initial Auction Date. The initial Auction Date for the Series Y Preferred
Shares and for the Series Y-1 Preferred Shares will be November 2, 1998.
Trust Company, Tender Agent and Paying Agent. Bankers Trust Company will act
as the Trust Company, the Tender Agent and the Paying Agent and, among other
things, will implement the Auction Procedures for the Preferred Shares. See
"Auction Procedures--Trust Company Agreement" in the accompanying Prospectus.
USE OF PROCEEDS
The net proceeds from the sale of the Preferred Shares will be added to the
general funds of the Company and will be available for financing its business
activities. Initially, such proceeds will be applied to reduce short-term
indebtedness.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
relating to the Preferred Shares, the Company has agreed to sell to each of the
Underwriters listed below (the "Underwriters"), and each of the Underwriters has
severally agreed to purchase, the number of Preferred Shares set forth below:
<TABLE><CAPTION>
NUMBER OF NUMBER OF
SERIES Y SERIES Y-1
UNDERWRITERS PREFERRED SHARES PREFERRED SHARES
- -------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Lehman Brothers Inc. ......................................... 450 450
CS First Boston Corporation................................... 100 100
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................... 100 100
Smith Barney, Inc............................................. 100 100
--- ---
Total................................................. 750 750
--- ---
--- ---
</TABLE>
The Underwriters propose to offer the Preferred Shares of each Series to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession of
$450 per share. The Underwriters may allow and such dealers may reallow a
concession not in excess of $250 per share. After the initial public offering,
the public offering price and such concession may be changed.
The Company has agreed to indemnify the several Underwriters against certain
liabilities including liabilities under the Securities Act of 1933, as amended.
Each of the Underwriters may act in Auctions for each Series of the
Preferred Shares as Broker-Dealers and may provide information to be used in
ascertaining the Effective Composite Commercial Paper Rate as set forth in the
Prospectus.
Settlement. Payment by each initial purchaser of each Series of the
Preferred Shares will be made through a purchaser's Agent Member on the date of
delivery of the Preferred Shares to the Underwriter or the Broker-Dealer from
which the purchaser purchased such Preferred Shares in Federal or other
S-2
<PAGE>
immediately available funds. At the closing, the Underwriters will accept
delivery of each Series of the Preferred Shares and will thereafter deposit them
in their account at the Stock Depository. Immediately thereafter on the closing
date, the Stock Depository will deliver each Series of the Preferred Shares
purchased by each Broker-Dealer and each purchaser from the Underwriters'
account to the account of such Broker-Dealer or such purchaser's Agent Member of
the Stock Depository, as the case may be, against payment to the account of the
Underwriters of an amount equal to the purchase price from the account of such
Broker-Dealer or such purchaser's Agent Member of the Stock Depository, as the
case may be. In the case of an initial purchaser who purchases Preferred Shares
from a Broker-Dealer, the Stock Depository will deliver the Preferred Shares
purchased by such purchaser from such Broker-Dealer's account to the account of
such purchaser's Agent Member of the Stock Depository against payment to the
account of such Broker-Dealer of an amount equal to the purchase price from the
account of such purchaser's Agent Member of the Stock Depository.
LEGAL OPINIONS
The legality of each Series of the Preferred Shares will be passed upon for
the Company by Nancy E. Barton, Senior Vice President, General Counsel and
Secretary of the Company or Bruce C. Bennett, Associate General Counsel,
Treasury Operation and Assistant Secretary of the Company and for the
Underwriters by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York.
Ms. Barton and Mr. Bennett, together with members of their families, own, have
options to purchase and have other interests in shares of common stock of GE
Company.
S-3
<PAGE>
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE PREFERRED
SHARES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SUCH PREFERRED SHARES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THEIR RESPECTIVE DATES OR THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Description of the Preferred Shares... S-2
Use of Proceeds....................... S-2
Underwriting.......................... S-2
Legal Opinions........................ S-3
PROSPECTUS
Available Information................. 2
Documents Incorporated by Reference... 2
Summary............................... 3
The Company........................... 7
Use of Proceeds....................... 7
Description of the Stock.............. 8
Auction Procedures.................... 11
Tax Considerations.................... 19
Underwriting.......................... 21
Legal Opinions........................ 22
Experts............................... 22
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GENERAL ELECTRIC CAPITAL
CORPORATION
750 Shares of Variable Cumulative
Preferred Stock, Series Y
750 Shares of Variable Cumulative
Preferred Stock, Series Y-1
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PROSPECTUS SUPPLEMENT
---------------------
LEHMAN BROTHERS
CS FIRST BOSTON
MERRILL LYNCH & CO.
SMITH BARNEY INC.
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