Filed Pursuant to Rule 424(b)(3)
Registration No. 33-37156
Prospectus Supplement to Prospectus Dated May 11, 1995
GENERAL ELECTRIC CAPITAL CORPORATION
750 Shares--Variable Cumulative Preferred Stock, Series P
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 P (the "Preferred Shares").
Dividends on the Preferred Shares offered hereby are cumulative and accumulate
from the Date of Original Issue (expected to be May 17, 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 July 11, 1995. The Dividend Rate for the Initial
Dividend Period for the Preferred Shares will be 4.50%
per annum.
The duration of the first Subsequent Dividend Period and the Dividend Rate for
such first Subsequent Dividend Period for 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 are redeemable on the last day of any Dividend Period, 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.
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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 REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
Price to Underwriting Proceeds to
Public Discount (1) Company (2)
Per Share.................................. $100,000 $750 $99,250
Total...................................... $75,000,000 $562,500 $74,437,500
<FN>
(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 $82,500.
</TABLE>
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The Preferred Shares 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 the series of the Preferred Shares will be made through the facilities of
The Depository Trust Company on or about May 17, 1995.
CS First Boston
Lehman Brothers
Merrill Lynch & Co.
PaineWebber Incorporated
The date of this Prospectus Supplement is May 11, 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 Preferred Shares will
be July 10, 1995.
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
UNDERWRITERS PREFERRED SHARES
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<S> <C>
CS First Boston Corporation.................................................. 450
Lehman Brothers Inc.......................................................... 100
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................... 100
PaineWebber Incorporated..................................................... 100
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Total................................................................ 750
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The Underwriters propose to offer the Preferred Shares 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 the Preferred Shares as
Broker-Dealers 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 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 immediately
available funds. At the closing, the Underwriters will accept delivery 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 the Preferred Shares purchased by each Broker-Dealer
S-2
<PAGE>
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 the Preferred Shares will be passed upon for the Company by
Burton J. Kloster, Jr., 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. Messrs. Kloster and 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
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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
</TABLE>
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General Electric Capital
Corporation
750 Shares of Variable Cumulative
Preferred Stock, Series P
PROSPECTUS SUPPLEMENT
CS First Boston
Lehman Brothers
Merrill Lynch & Co.
PaineWebber Incorporated
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