<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1995
PRE-EFFECTIVE AMENDMENT NO. 1 FILE NO. 33-55209
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-1500700
(State of incorporation) (I.R.S. Employer Identification Number)
</TABLE>
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 as
determined by market conditions.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities............... $7.5 billion 100% $7.5 billion $2,586,225(4)
Warrants...................... (3) (3) (3) (3)
<FN>
(1) Or, if any Debt Securities are issued (i) with an initial offering price
denominated in a foreign currency or a unit of two or more currenices, such
amount as shall result in an aggregate initial offering price equivalent to
$7.5 billion or (ii) at an original issue discount, such greater amount as
shall result in an aggregate initial offering price of $7.5 billion.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Warrants may be offered and sold entitling the holder to purchase any of
the Debt Securities. Pursuant to Rule 457(g), no registration fee is
attributable to the Warrants registered hereby.
(4) Previously paid.
</TABLE>
--------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE
ISSUANCE OF DEBT SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENTS NO.
33-54009 AND NO. 33-50909 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND
DECLARED EFFECTIVE ON JUNE 30, 1994 AND NOVEMBER 19, 1993, RESPECTIVELY.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION DATED JANUARY 10, 1995
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
General Electric Capital Corporation (the "Company") may offer from time to
time its senior, unsecured debt securities ("Debt Securities") and its warrants
("Warrants") to purchase any of the Debt Securities (the Debt Securities and the
Warrants being herein collectively called the "Securities"). The Debt Securities
are hereinafter in this Prospectus referred to as the "Notes," although any
series of Debt Securities to which the accompanying Prospectus Supplement
relates may bear a different title. The term "Prospectus Supplement" as used
herein includes any Pricing Supplement that accompanies any Prospectus
Supplement that accompanies this Prospectus.
The Securities will be offered on terms determined at the time of sale. The
accompanying Prospectus Supplement sets forth specifically
(a) with regard to the Notes in respect of which this Prospectus is being
delivered:
- the title of the Notes,
- the aggregate principal amount offered,
- the currency, currencies or currency units in which payments on the
Notes are payable,
- the rate or method of calculation, and the dates of payment, of
interest, if any,
- the date or dates from which such interest shall accrue,
- the method of determining holders to whom any such interest shall be
payable,
- the authorized denominations, if other than as provided herein,
- the maturity,
- the offering price or terms,
- the terms of any sinking fund, purchase fund or mandatory redemption,
and of any redemption or repayment at the option of the Company or the
holder,
- the Trustee acting under the Indenture pursuant to which the Notes are
to be issued,
- the underwriter or underwriters or agent or agents, if any, for the
Notes, their compensation or the basis of determining the same and the
net proceeds to the Company, and
- the exchanges, if any, on which the Notes may be listed; and
(b) with regard to the Warrants, if any, in respect of which this
Prospectus is being delivered:
- the offering price or terms,
- a description of the Notes for which each Warrant is exercisable,
- the aggregate number, exercise price, exercise period and expiration
date of the Warrants,
- the currency or currencies in which the exercise price is payable,
- the terms of any mandatory or optional call provisions,
- the price or prices, if any, at which the Warrants may be redeemed at
the option of the holder or will be redeemed upon expiration,
- the Warrant Agent acting under the Warrant Agreement pursuant to which
the Warrants are to be issued, and
- the exchanges, if any, on which the Warrants may be listed.
The Securities will be sold either through underwriters or dealers, through
agents designated from time to time, or directly by the Company.
------------------
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.
January , 1995
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and the accompanying Prospectus
Supplement in connection with the offer contained in this Prospectus and the
accompanying Prospectus Supplement and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any agent, underwriter or dealer. Neither the delivery of this Prospectus
and the accompanying Prospectus Supplement, nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the dates as of which information is given in
this Prospectus and in the accompanying Prospectus Supplement. This Prospectus
and the accompanying Prospectus Supplement do 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 to any person to whom it is unlawful to make such offer or
solicitation.
------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission, 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
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 the Company's securities are listed.
------------------
DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the year ended December 31, 1993 and the
Company's Quarterly Reports on Form 10-Q for the quarters ended April 2, 1994,
July 2, 1994 and October 1, 1994 heretofore filed with the Securities and
Exchange Commission pursuant to the 1934 Act, to which reference is hereby made.
All documents filed by the Company pursuant to Sections 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 of the Securities offered by the accompanying
Prospectus Supplement 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.
The Company 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.
------------------
2
<PAGE>
THE COMPANY
General Electric Capital Corporation 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 the Company was General
Electric Credit Corporation. All outstanding common stock of the Company is
owned by General Electric Capital Services, Inc., ("GE Capital Services")
formerly General Electric Financial Services, Inc., which is in turn wholly
owned by General Electric Company ("GE Company"). The business of the Company
(which term, as used hereinafter under the above caption "The Company," means
the Company 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. Very little of
the financing provided by the Company involves products that are manufactured by
GE Company.
The Company operates in four finance industry segments and in a specialty
insurance industry segment. The Company's financing activities include a full
range of leasing, loan, equipment management services and annuities. The
Company'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. The Company is an equity investor in a retail
organization and certain other financial services organizations. The Company's
operations are subject to a variety of regulations in their respective
jurisdictions.
Services of the Company are offered primarily in the United States, Canada
and Europe. Computerized accounting and service centers, including those located
in Connecticut, Ohio, Georgia and England, provide financing offices and other
service locations with data processing, accounting, collection, reporting and
other administrative support. The Company's principal executive offices are
located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number
(203) 357-4000). At December 31, 1993, the Company employed approximately 27,000
persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
- ----------------------------------------------------- NINE MONTHS ENDED
1989 1990 1991 1992 1993 OCTOBER 1, 1994
- --------- --------- --------- --------- --------- ---------------------
<S> <C> <C> <C> <C> <C>
1.30 1.31 1.34 1.44 1.62 1.65
</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 the
Company believes is a reasonable approximation of the interest factor of such
rentals.
USE OF PROCEEDS
Except as may be otherwise set forth in the Prospectus Supplement
accompanying this Prospectus, the net proceeds from the sale of the Securities
to which such Prospectus Supplement relates will be added to the general funds
of the Company and will be available for financing its operations. Additional
short-and long-term financing, as required, will be undertaken at such times,
and through such means, as may be appropriate.
PLAN OF DISTRIBUTION
The Company may sell any issue of the Securities in any one or more of the
following ways: (i) through one or more underwriters or dealers; (ii) directly
to one or more purchasers; or (iii) through one or more agents.
3
<PAGE>
From time to time, the Company may receive, and may solicit, offers from
underwriters to purchase all or a part of the Securities, to be reoffered to the
public through underwriting syndicates led by one or more managing underwriters
or through one or more underwriters acting alone or otherwise. The managing
underwriter or underwriters, if any, with respect to the offer and sale of the
Securities to which the Prospectus Supplement accompanying this Prospectus
relates are set forth in such Prospectus Supplement and the members of the
underwriting syndicate, if any, are named in such Prospectus Supplement. The
Company will execute an underwriting agreement (the "Underwriting Agreement")
with any such underwriters and the names of the underwriters and the terms of
the transaction will be set forth in the Prospectus Supplement, which will be
used by the underwriters to make resales of the Securities in respect of which
this Prospectus is delivered to the public. Such Prospectus Supplement also
states the discounts and commissions, if any, to be allowed or paid to the
underwriters by the Company, and describes all other items, if any, constituting
underwriting compensation and the discounts and commissions to be allowed or
paid to dealers, if any. If underwriters or dealers are used in the sale, the
Securities will be acquired by the underwriters or dealers for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined by the underwriter or dealer at the time of sale. The relevant
Underwriting Agreement will provide that the obligations of the underwriters are
subject to certain conditions precedent, and the Company will agree, under the
Underwriting Agreement, to indemnify the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933.
Any agent involved in the offer or sale of the Securities in respect of
which this Prospectus is delivered will be named, and any commissions payable by
the Company to such agent will be set forth, in the Prospectus Supplement
accompanying this Prospectus. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Agents and dealers may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement accompanying this Prospectus,
the Company will authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase Securities from the Company at the offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The Company anticipates that delayed delivery contracts would be used to
facilitate the marketing of the Securities by accommodating institutions that
wish to invest in the Securities but will not have funds available for the
purchase until some date following the anticipated closing date.
GE Capital Services, which owns all of the outstanding common stock of the
Company, owns 100% of the common stock of Kidder, Peabody Group Inc. which in
turn owns 100% of the common stock of Kidder, Peabody & Co. Incorporated
("Kidder"). Kidder in turn owns approximately 22% of the issued and outstanding
common stock of PaineWebber Group Inc. ("PaineWebber") and Convertible Preferred
Stock and Redeemable Preferred Stock of PaineWebber. As a result, any offering
of Securities is required to be made in compliance with the applicable
provisions of Schedule E to the By-Laws of the National Association of
Securities Dealers, Inc. ("NASD"), which Schedule applies to offerings of
securities of issuers affiliated with NASD members. In accordance therewith, no
underwriter or dealer may confirm sales of Securities to accounts over which
they exercise discretionary authority.
For further information with respect to the terms of the offering of
Securities in respect of which this Prospectus is being delivered, see the
Prospectus Supplement accompanying this Prospectus.
DESCRIPTION OF NOTES
GENERAL
The Notes are to be issued under one or more separate Indentures (each an
"Indenture"), in each case between the Company and a banking institution
organized under the laws of the United States or one of the states thereof (each
a "Trustee"). None of the Indentures limits the amount of Notes or other
unsecured, senior debt which may be issued thereunder or limits the amount of
other debt, secured or unsecured, which may be issued by the Company.
4
<PAGE>
The statements under this heading are subject to the detailed provisions of
each Indenture, a copy of each of which is filed as an exhibit to the
Registration Statement. Wherever particular provisions of the Indentures or
terms defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made and the statements
are qualified in their entirety by such reference.
Reference is made to the Prospectus Supplement accompanying this Prospectus
for the terms specified by the Company pursuant to the Indenture of, and other
information with respect to, the Notes being offered thereby, including: (1) the
designation, the aggregate principal amount and, if other than as provided
herein, the authorized denominations of such Notes; (2) the percentage of their
principal amount at which such Notes will be issued; (3) the date or dates on
which such Notes will mature; (4) the currency, currencies or currency units in
which the payments on such Notes will be payable; (5) the rate or rates at which
such Notes will bear interest, if any, or the method of determination of such
rate or rates; (6) the date or dates from which such interest, if any, shall
accrue, the dates on which such interest, if any, will be payable and the method
of determining holders to whom any such interest shall be payable; (7) the
prices, if any, at which, and the dates at or after which, such Notes must or
may be repaid, repurchased or redeemed; (8) the exchanges, if any, on which the
Notes may be listed; and (9) the Trustee under the Indenture pursuant to which
the Notes are to be issued. (Sections 2.02 and 2.02A.) Interest, if any, is to
be payable to the persons, and in the manner, specified in the Prospectus
Supplement accompanying this Prospectus and, unless otherwise specified in such
Prospectus Supplement, will be computed on the basis of a 360-day year
consisting of twelve 30-day months. (Section 2.10.)
The Notes will be unsecured and will rank PARI PASSU (equally and ratably)
with all other unsecured and unsubordinated indebtedness of the Company.
Some of the Notes may be issued as discounted Notes to be sold at a
substantial discount below their stated principal amount. Federal income tax
consequences and other special considerations applicable to any such discounted
Notes will be described in the Prospectus Supplement with respect to any such
Notes.
The Indentures do not contain any provisions (other than as described below
under "Certain Covenants of the Company") that limit the ability of the Company
to incur indebtedness or that afford holders of Securities protection in the
event GE Company, as sole indirect stockholder of the Company, causes the
Company to engage in a highly leveraged transaction, reorganization,
restructuring, merger or similar transaction.
GLOBAL NOTES, DELIVERY AND FORM
Except as otherwise set forth in the Prospectus Supplement accompanying this
Prospectus, the Notes will be issued in the form of one or more fully registered
Global Notes that will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York (the "Depository") and registered in the name of the
Depository's nominee. The Depository currently limits the maximum denomination
of any single Global Note to $150,000,000. For purposes of this Prospectus,
"Global Note" refers to the Global Note or Global Notes representing an entire
issue of Notes.
Except as set forth below, a Global Note may be transferred, in whole and
not in part, only to another nominee of the Depository or to a successor of the
Depository or its nominee.
The Depository has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions in such securities between Participants through electronic
book-entry charges in accounts of its Participants. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Access to the Depository's system is also
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("indirect participants"). Persons who are not
Participants may beneficially own securities held by the Depository only through
Participants or indirect participants.
5
<PAGE>
The Depository advises that pursuant to procedures established by it (i)
upon issuance of a Global Note by the Company in connection with the sale
thereof to an underwriter or underwriters, the Depository will credit the
accounts of Participants designated by such underwriter or underwriters with the
principal amount of the Notes purchased by such underwriter or underwriters, and
(ii) ownership of beneficial interests in a Global Note will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depository (with respect to Participants), by the Participants (with
respect to indirect participants and certain beneficial owners) and by the
indirect participants (with respect to all other beneficial owners). The laws of
some states require that certain persons take physical delivery in definitive
form of securities which they own. Consequently, the ability to transfer
beneficial interests in a Global Note is limited to such extent.
So long as a nominee of the Depository is the registered owner of a Global
Note, such nominee for all purposes will be considered the sole owner or holder
of such Notes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form, and will not be considered the owners or
holders thereof under the Indenture.
Neither the Company, the Trustee, any paying agent nor any registrar of the
Notes will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in a
Global Note, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
Payments of principal and interest, if any, on the Notes registered in the
name of the Depository's nominee will be made by or on behalf of the Company in
immediately available funds to the Depository's nominee as the registered owner
of the Global Note. Under the terms of the Indenture, the Company and the
Trustee will treat the persons in whose names the Notes are registered as the
owners of such Notes for the purpose of receiving payment of principal and
interest, if any, on such Notes and for all other purposes whatsoever.
Therefore, neither the Company, the Trustee nor any paying agent has any direct
responsibility or liability for the payment of principal or interest, if any, on
the Notes to owners of beneficial interests in a Global Note. The Depository has
advised the Company and the Trustee that its current practice is, upon receipt
of any payment of principal or interest, to immediately credit the accounts of
the Participants with such payment in amounts proportionate to their respective
holdings in principal amount of beneficial interests in a Global Note as shown
in the records of the Depository. The Depository's current practice is to credit
such accounts, as to interest, in next-day funds and, as to principal, in
same-day funds. Payments by Participants and indirect participants to owners of
beneficial interests in a Global Note will be governed by standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be
the responsibility of the Participants or indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Notes in definitive form in exchange for a Global
Note. In addition, the Company may at any time determine not to have the Notes
represented by a Global Note and, in such event, will issue Notes in definitive
form in exchange for a Global Note. In either instance, an owner of a beneficial
interest in a Global Note will be entitled to have Notes equal in principal
amount to such beneficial interest registered in its name and will be entitled
to physical delivery of such Notes in definitive form. Notes so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons, and the
Company will maintain in the Borough of Manhattan, The City of New York, one or
more offices or agencies where such Notes may be presented for payment and may
be transferred or exchanged. No service charge will be made for any transfer or
exchange of such Notes, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
SAME-DAY SETTLEMENT IN RESPECT OF GLOBAL NOTES
Secondary trading in definitive long-term notes and debentures of corporate
issuers is generally settled in clearing-house or next-day funds. In contrast,
Global Notes held by the Depository will trade in the
6
<PAGE>
Depository's Same-Day Funds Settlement System until maturity, and secondary
market trading activity in the Notes will therefore be required by the
Depository to settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
CERTAIN COVENANTS OF THE COMPANY
The Company covenants that neither it nor any Finance Subsidiary will
subject any of its property or assets to any lien unless the Notes are secured
equally and ratably with other indebtedness thereby secured. There are excepted
from this covenant liens created to secure obligations for the purchase price of
real estate, equipment or other physical property and certain liens existing at
the time any such property is acquired; liens, existing at the time of
acquisition, on acquired receivables or other nonphysical property if the gross
amount of such receivables and the fair market value of such other property, in
the aggregate, do not exceed 5% of net receivables of the Company and its
Finance Subsidiaries taken on a consolidated basis; liens created to secure the
borrowing of money by a Finance Subsidiary from the Company or another Finance
Subsidiary; and certain other liens not related to the borrowing of money.
(Section 4.03.)
As used in the preceding paragraph, the term "Finance Subsidiary" means any
Subsidiary (as defined below) engaged within the United States in the business
of purchasing notes, accounts receivable (whether or not payable in
installments), conditional sale contracts or other paper originating in sales at
wholesale or retail, or of leasing new or used products or of making installment
loans, and the term "Subsidiary" means any corporation of which the Company
directly or indirectly owns or controls at the time at least a majority of the
outstanding stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power to elect a majority of the board of
directors of such corporation. (Section 1.01.)
If upon any consolidation or merger of the Company with any other
corporation, or upon any sale, conveyance or lease of substantially all its
assets, any of the property of the Company or of any Subsidiary owned
immediately prior thereto would thereupon become subject to any mortgage,
pledge, lien or encumbrance, the Company prior to or simultaneously with such
event will secure the Notes equally and ratably with any other obligations of
the Company then entitled thereto, by a direct lien on such property prior to
all liens other than any theretofore existing thereon. (Section 11.02.)
MODIFICATION OF THE INDENTURES
Each Indenture permits the Company and the Trustee thereunder, with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the Notes of each series affected outstanding, to add any provisions to or
change in any manner or eliminate any of the provisions of such Indenture or
modify in any manner the rights of the holders of Notes of each such series,
PROVIDED that no such addition or modification shall (i) among other things,
extend the fixed maturity of any Notes or reduce the principal amount thereof
(including in the case of a discounted Note the amount payable upon acceleration
of the maturity thereof), reduce the redemption premium thereon or reduce the
rate or extend the time of payment of interest, if any, thereon, or (ii) reduce
the aforesaid percentage of principal amount of such Notes of any series, the
consent of the holders of which is required for any addition or modification,
without in each case the consent of the holder of each such Note so affected.
(Section 10.02.)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Notes is defined in each
Indenture as being: (a) default in any payment of principal or premium, if any,
on any Note of such series; (b) default for 30 days in payment of any interest
on any Note of such series; (c) default in the making or satisfaction of any
sinking fund payment or analogous obligation on the Notes of such series; (d)
default for 60 days after written notice to the Company in performance of any
other covenant in respect of the Notes of such series contained in such
Indenture; (e) a default, as defined, with respect to any other series of Notes
outstanding under the relevant Indenture or as defined in any other indenture or
instrument evidencing or under which the Company has outstanding any
indebtedness for borrowed money, as a result of which such other series or such
other indebtedness of the Company shall have been accelerated and such
acceleration shall not have been annulled within 10 days after written notice
thereof (PROVIDED, that the resulting Event of Default with
7
<PAGE>
respect to such series of Notes may be remedied, cured or waived by the
remedying, curing or waiving of such other default under such other series or
such other indebtedness); or (f) certain events in bankruptcy, insolvency or
reorganization. (Section 6.01.) Each Indenture requires the Company to deliver
to the Trustee annually a written statement as to the presence or absence of
certain defaults under the terms thereof. (Section 4.06.) No Event of Default
with respect to a particular series of Notes under any Indenture necessarily
constitutes an Event of Default with respect to any other series of Notes issued
thereunder. Each Indenture provides that the Trustee may withhold notice to the
holders of any series of Notes issued thereunder of any default (except in the
payment of principal, premium, if any, or interest, if any, on any of the Notes
of such series or in the making of any sinking fund instalment or analogous
obligation with respect to such series) if the Trustee considers it in the
interest of such Noteholders to do so. (Section 6.08.)
Each Indenture provides that during the continuance of an Event of Default
with respect to any series of Notes, either the Trustee thereunder or the
holders of 25% in aggregate principal amount of the outstanding Notes of such
series may declare the principal, or in the case of discounted Notes, such
portion thereof as may be described in the Prospectus Supplement accompanying
this Prospectus, of all such Notes to be due and payable immediately, but under
certain conditions such declaration may be annulled by the holders of a majority
in principal amount of such Notes then outstanding. Each Indenture provides that
past defaults with respect to a particular series of Notes (except, unless
theretofore cured, a default in payment of principal of, premium, if any, or
interest, if any, on any of the Notes of such series, or the payment of any
sinking fund instalment or analogous obligation on the Notes of such series) may
be waived on behalf of the holders of all Notes of such series by the holders of
a majority in principal amount of such Notes then outstanding. (Sections 6.01
and 6.07.)
Subject to the provisions of each Indenture relating to the duties of the
Trustee thereunder in case an Event of Default with respect to any series of
Notes shall occur and be continuing, such Trustee shall be under no obligation
to exercise any of its rights or powers under such Indenture at the request,
order or direction of any holders of Notes of any series issued thereunder
unless such holders shall have offered to the Trustee reasonable indemnity.
(Sections 7.01 and 7.02.) Subject to such indemnification provision, each
Indenture provides that the holders of a majority in principal amount of the
Notes of any series issued thereunder at the time outstanding shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee thereunder, or exercising any trust or power
conferred on such Trustee with respect to the Notes of such series, provided
that such Trustee may decline to follow any such direction if it has not been
offered reasonable indemnity therefor or if it determines that the proceedings
so directed would be illegal or involve it in any personal liability. (Section
6.07.)
CONCERNING THE TRUSTEE
The Bank of New York, as successor to Mercantile-Safe Deposit and Trust
Company, acts as trustee under (i) an Amended and Restated Indenture with the
Company dated as of June 1, 1994, as amended and supplemented, (ii) an Amended
and Restated Indenture with the Company dated as of June 15, 1994, as amended
and supplemented, and (iii) an Indenture with the Company dated as of October 1,
1991. A number of series of senior, unsecured notes of the Company are presently
outstanding under each of such indentures, and any of the Notes may be issued
under either of the indentures referred to in clauses (i) and (ii) above.
Any material business and other relationships (including additional
trusteeships), other than the present and prospective trusteeships referred to
in the foregoing paragraph, between, on the one hand, the Company, GE Company
and other affiliates of GE Company and, on the other hand, each Trustee under
any Indenture pursuant to which any of the Notes to which the Prospectus
Supplement accompanying this Prospectus relates are to be issued, are described
in such Prospectus Supplement.
DESCRIPTION OF WARRANTS
GENERAL
The following statements with respect to the Warrants are summaries of the
detailed provisions of one or more separate Warrant Agreements (each a "Warrant
Agreement") between the Company and a banking
8
<PAGE>
institution organized under the laws of the United States or one of the states
thereof (each a "Warrant Agent"), a form of which is filed as an exhibit to the
Registration Statement. Wherever particular provisions of the Warrant Agreement
or terms defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made, and the statements
are qualified in their entirety by such reference.
The Warrants will be evidenced by Warrant Certificates (the "Warrant
Certificates") and, except as otherwise specified in the Prospectus Supplement
accompanying this Prospectus, may be traded separately from any Notes with which
they may be issued. Warrant Certificates may be exchanged for new Warrant
Certificates of different denominations at the office of the Warrant Agent. The
holder of a Warrant does not have any of the rights of a Noteholder in respect
of, and is not entitled to any payments on, any Note issuable (but not yet
issued) upon exercise of the Warrants.
The Warrants may be issued in one or more series, and reference is made to
the Prospectus Supplement accompanying this Prospectus relating to the
particular series of Warrants, if any, offered thereby for the terms of, and
other information with respect to, such Warrants, including: (1) the title and
the aggregate number of Warrants; (2) the Notes for which each Warrant is
exercisable; (3) the date or dates on which such Warrants will expire; (4) the
price or prices at which such Warrants are exercisable; (5) the currency or
currencies in which such Warrants are exercisable; (6) the periods during which
and places at which such Warrants are exercisable; (7) the terms of any
mandatory or optional call provisions; (8) the price or prices, if any, at which
the Warrants may be redeemed at the option of the holder or will be redeemed
upon expiration; (9) the identity of the Warrant Agent; and (10) the exchanges,
if any, on which such Warrants may be listed.
EXERCISE OF WARRANTS
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
Warrant, and communicating the identity of the Warrantholder and the number of
Warrants to be exercised. Upon receipt of payment and the Warrant Certificate
properly completed and duly executed, at the office of the Warrant Agent, the
Warrant Agent will, as soon as practicable, forward Notes in authorized
denominations. If less than all of the Warrants evidenced by the Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the Securities will be passed upon
for the Company by one of Burton J. Kloster, Jr., a director and Senior Vice
President, General Counsel and Secretary of the Company or Bruce C. Bennett,
Associate General Counsel -- Treasury Operations and Assistant Secretary of the
Company, and for the underwriters, agents or dealers by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017. 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.
EXPERTS
The financial statements and schedules of General Electric Capital
Corporation and consolidated affiliates as of December 31, 1993 and 1992 and for
each of the years in the three-year period ended December 31, 1993, appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference herein, have been incorporated herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1993, financial statements refers to a change in the method of
accounting for certain investments in securities.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement........................................ $2,586,225
Accounting Fees and Expenses................................................. 53,000*
Trustees' and Warrant Agents' Fees and Expenses (including counsel fees)..... 65,000*
Blue Sky filing and counsel fees............................................. 45,000*
Printing and Engraving Fees.................................................. 150,000*
Rating Agency Fees........................................................... 550,000*
Miscellaneous................................................................ 1,500*
----------
Total........................................................ $3,450,725*
----------
----------
<FN>
- --------------------------
* Estimated, and subject to future contingencies.
</TABLE>
ITEM 15. 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 who 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
II-1
<PAGE>
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.
Reference is made to Article VI of the Underwriting Agreement filed as
Exhibit 1(a) hereto for a description of the indemnification arrangements in
connection with any underwritten offering of the Securities registered hereby.
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 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE
NUMBER TO FILINGS INDICATED DESCRIPTION
- ------- ---------------------------------------------------- ---------------------------------------------------------
<S> <C> <C>
1(a) -- Exhibit 1(a) to the Company's Registration Form of Underwriting Agreement.
Statement on Form S-3 (No. 33-50909).
(b) -- Exhibit 1(b) to the Company's Registration Form of Amended and Restated U.S. Distribution Agreement
Statement on Form S-3 (No. 33-50909). dated as of August 31, 1993 among the Company and the
Dealers party thereto.
(c) -- Exhibit 1(c) to the Company's Registration Form of Amended and Restated Euro Distribution Agreement
Statement on Form S-3 (No. 33-50909). dated as of August 31, 1993 among the Company and the
Dealers party thereto.
4(a) -- Exhibit 4(a) to the Company's Registration Form of Amended and Restated General Electric Capital
Statement on Form S-3 (No. 33-54009). Corporation Standard Global Multiple-Series Indenture
Provisions dated as of June 1, 1994.
(b) -- Exhibit 4(b) to the Company's Registration Statement Form of Amended and Restated General Electric Capital
on Form S-3 (No. 33-54009). Corporation Standard Multiple-Series Indenture Provisions
dated as of June 1, 1994.
(c) -- Exhibit 4(c) to the Company's Registration Statement Form of Amended and Restated Indenture dated as of June
on Form S-3 (No. 33-54009). 1, 1994 between the Company and Mercantile-Safe Deposit
and Trust Company, as Trustee.
(d) -- Exhibit 4(d) to the Company's Registration Statement Form of Amended and Restated Indenture dated as of June
on Form S-3 (No. 33-54009). 15, 1994 between the Company and Mercantile-Safe Deposit
and Trust Company, as Trustee.
(e) -- Exhibit 4(f) to the Company's Registration Statement Form of Note [Full Coupon].
on Form S-3 (No. 33-18118).
(f) -- Exhibit 4(g) to the Company's Registration Statement Form of Note [Deep Discount].
on Form S-3 (No. 33-18118).
(g) -- Exhibit 4(h) to the Company's Registration Statement Form of Note [Zero Coupon].
on Form S-3 (No. 33-18118).
(h) -- Exhibit 4(i) to the Company's Registration Statement Form of Note [Variable Rate].
on Form S-3 (No. 33-18118).
(i) -- Exhibit 4(j) to the Company's Registration Statement Form of Note [Extendible].
on Form S-3 (No. 33-18118).
(j) -- Exhibit 4(k) to the Company's Registration Statement Form of Warrant Agreement.
on Form S-3 (No. 33-18118).
(k) -- Exhibit 4(u) to the Company's Registration Statement Form of Global Medium-Term Note, Series A, Fixed Rate
on Form S-3 (No. 33-50909). Registered Note.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE
NUMBER TO FILINGS INDICATED DESCRIPTION
- ------- ---------------------------------------------------- ---------------------------------------------------------
<S> <C> <C>
(l) -- Exhibit 4(v) to the Company's Registration Statement Form of Global Medium-Term Note, Series A, Floating Rate
on Form S-3 (No. 33-50909). Registered Note.
(m) -- Exhibit 4(w) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Fixed Rate
on Form S-3 (No. 33-50909). Temporary Global Bearer Note.
(n) -- Exhibit 4(x) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Floating
on Form S-3 (No. 33-50909). Rate Temporary Global Bearer Note.
(o) -- Exhibit 4(y) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Fixed Rate
on Form S-3 (No. 33-50909). Bearer/Registered Note.
(p) -- Exhibit 4(z) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Floating
on Form S-3 (No. 33-50909). Rate Bearer/Registered Note.
(q) -- Exhibit 4(aa) to the Company's Registration Form of Global Medium-Term Note, Series B/C, Fixed Rate
Statement on Form S-3 (No. 33-50909). Permanent Global Bearer Note.
(r) -- Exhibit 4(bb) to the Company's Registration Form of Global Medium-Term Note, Series B/C, Floating
Statement on Form S-3 (No. 33-50909). Rate Permanent Global Bearer Note.
5 -- Previously filed on August 24, 1994 Opinion and consent of Bruce C. Bennett, Associate
General Counsel--Treasury Operations and Assistant
Secretary of the Company.
12 Computation of ratio of earnings to fixed charges.
23 -- Previously filed on August 24, 1994 Consent of KPMG Peat Marwick LLP (contained in Part II of
this Registration Statement).
Consent of Bruce C. Bennett is included in his opinion
referred to in Exhibit 5 above.
Consent of James Kalashian, General Tax Counsel of the
Company.
24 -- Previously filed on August 24, 1994 Power of Attorney.
25(a) Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Bank of New York,
in respect of the Amended and Restated Indenture
previously filed as Exhibit 4(c).
(b) Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Bank of New York,
in respect of the Indenture previously filed as Exhibit
4(d).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; PROVIDED, HOWEVER, that clauses (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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; (3) To remove from registration by means
of a post-effective amendment any of the securities being
II-3
<PAGE>
registered which remain unsold at the termination of the offering; (4) That, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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.
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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Capital Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 9th day of January, 1995.
GENERAL ELECTRIC CAPITAL CORPORATION
By _________/s/_JAMES A. PARKE________
(James A. Parke
Senior Vice President, Finance)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------------------------------- ----------------------------- --------------------
<C> <S> <C>
Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
* GARY C. WENDT Officer)
-----------------------------------------------------
(Gary C. Wendt)
Senior Vice President,
Finance and Director
(Principal
Financial and Accounting
/s/ JAMES A. PARKE Officer)
-----------------------------------------------------
(James A. Parke)
Senior Vice President -- January 10, 1995
Corporate Treasury and
* JEFFREY S. WERNER Global Funding Operation
-----------------------------------------------------
(Jeffrey S. Werner)
* N.D.T. ANDREWS Director
-----------------------------------------------------
(N.D.T. Andrews)
* JAMES R. BUNT Director
-----------------------------------------------------
(James R. Bunt)
* MICHAEL A. NEAL Director
-----------------------------------------------------
(Michael A. Neal)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------------------------------- ----------------------------- --------------------
<C> <S> <C>
* DENNIS D. DAMMERMAN Director
-----------------------------------------------------
(Dennis D. Dammerman)
* PAOLO FRESCO Director
-----------------------------------------------------
(Paolo Fresco)
* BENJAMIN W. HEINEMAN, JR. Director
-----------------------------------------------------
(Benjamin W. Heineman, Jr.)
* BURTON J. KLOSTER, JR. Director
-----------------------------------------------------
(Burton J. Kloster, Jr.)
* HUGH J. MURPHY Director January 10, 1995
-----------------------------------------------------
(Hugh J. Murphy)
* DENIS J. NAYDEN Director
-----------------------------------------------------
(Denis J. Nayden)
* JOHN M. SAMUELS Director
-----------------------------------------------------
(John M. Samuels)
* EDWARD D. STEWART Director
-----------------------------------------------------
(Edward D. Stewart)
* JOHN F. WELCH, JR. Director
-----------------------------------------------------
(John F. Welch, Jr.)
*By /s/ JAMES A. PARKE Attorney-in-fact
------------------------------------------------
(James A. Parke)
</TABLE>
II-6
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3, of our report dated February 11, 1994 relating to the financial
statements and schedules of the Company and consolidated affiliates as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993 appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993. Our report refers to a change in 1993 in
the method of accounting for certain investments in securities.
We further consent to the reference to our firm under Experts in the
Prospectus.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
August 24, 1994
--------------------
CONSENT OF COUNSEL
The consent of Bruce C. Bennett, Associate General Counsel--Treasury
Operations and Assistant Secretary of the Company, to the reference to such
counsel under Legal Opinions in the Prospectus, and to the use of his opinion as
an Exhibit to the Registration Statement, is included in said opinion.
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- -------------------------------------------------------------------------------- ------
<S> <C> <C>
12 -- COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES.
</TABLE>
<PAGE>
EXHIBIT 12
GENERAL ELECTRIC CAPITAL CORPORATION
AND CONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
OCTOBER 1, --------------------------------------
1994 1993 1992 1991 1990 1989
------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN MILLIONS)
Net earnings................................................ $ 1,433 $1,478 $1,251 $1,125 $1,021 $ 859
Provision for income taxes.................................. 630 664 415 362 350 303
Minority interest in net earnings of consolidated
affiliates................................................ 79 114 14 (7) 4 9
------ ------ ------ ------ ------ ------
Income before provision for income taxes and minority
interest.................................................. 2,142 2,256 1,680 1,480 1,375 1,171
------ ------ ------ ------ ------ ------
Fixed charges:
Interest.................................................. 3,172 3,503 3,713 4,280 4,334 3,816
One-third of rentals...................................... 114 138 90 34 33 25
------ ------ ------ ------ ------ ------
Total fixed charges......................................... 3,286 3,641 3,803 4,314 4,367 3,841
------ ------ ------ ------ ------ ------
Less interest capitalized, net of amortization.............. 7 4 6 7 19 11
------ ------ ------ ------ ------ ------
Earnings before provision for income taxes and
minority interest plus fixed charges...................... $ 5,421 $5,893 $5,477 $5,787 $5,723 $5,001
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Ratio of earnings to fixed charges.......................... 1.65 1.62 1.44 1.34 1.31 1.30
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-1500700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
570 Lexington Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
______________________
Notes
(Title of the indenture securities)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16.LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24
OF THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 10th day of January, 1995.
THE BANK OF NEW YORK
By: /s/ WALTER N. GITLIN
---------------------------
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
-4-
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1994, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . $ 2,833,550
Interest-bearing balances. . . . . . . . . . . . 701,828
Securities:
Held-to-maturity securities . . . . . . . . . . 1,359,569
Available-for-sale securities . . . . . . . . . 1,725,600
Federal funds sold in domestic
offices of the bank . . . . . . . . . . . . . . 5,350,368
Loans and lease financing
receivables:
Loans and leases, net of unearned
income . . . . . . . . . . 24,252,467
LESS: Allowance for loan and
lease losses . . . . . . . . . . 629,631
LESS: Allocated transfer risk
reserve . . . . . . . . . . . . . . 30,661
Loans and leases, net of unearned
income, allowance, and reserve . . . . . . . . 23,592,175
Assets held in trading accounts . . . . . . . . . 1,354,396
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . 629,219
Other real estate owned . . . . . . . . . . . . . 51,372
Investments in unconsolidated
subsidiaries and associated
companies . . . . . . . . . . . . . . . . . . . 178,742
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . 996,184
Intangible assets . . . . . . . . . . . . . . . . 76,599
Other assets . . . . . . . . . . . . . . . . . . . 1,498,770
-----------
Total assets . . . . . . . . . . . . . . . . . . . $40,348,372
-----------
-----------
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . $19,692,982
Noninterest-bearing . . . . 8,179,472
Interest-bearing . . . . . . 11,513,510
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . 10,034,789
Noninterest-bearing . . . . 57,902
Interest-bearing . . . . . . 9,976,887
<PAGE>
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased . . . . . . . . . . . . 1,240,870
Securities sold under agreements
to repurchase . . . . . . . . . . . . . . . . 37,612
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . 197,519
Trading liabilities . . . . . . . . . . . . . . . 975,739
Other borrowed money:
With original maturity of one year
or less . . . . . . . . . . . . . . . . . . . 1,621,466
With original maturity of more than
one year . . . . . . . . . . . . . . . . . . . 33,955
Bank's liability on acceptances exe-
cuted and outstanding . . . . . . . . . . . . . 997,024
Subordinated notes and debentures . . . . . . . . 1,062,320
Other liabilities . . . . . . . . . . . . . . . . 1,450,981
-----------
Total liabilities . . . . . . . . . . . . . . . . 37,345,257
-----------
-----------
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . 942,284
Surplus . . . . . . . . . . . . . . . . . . . . . 525,666
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . 1,577,819
Net unrealized holding gains
(losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . ( 36,779)
Cumulative foreign currency transla-
tion adjustments . . . . . . . . . . . . . . . . ( 5,875)
-----------
Total equity capital . . . . . . . . . . . . . . . 3,003,115
-----------
Total liabilities and equity
capital . . . . . . . . . . . . $40,348,372
-----------
-----------
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi ]
J. Carter Bacot ] Directors
Alan R. Griffith ]
- ------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-1500700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
570 Lexington Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
______________________
Notes
(Title of the indenture securities)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16.LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24 OF
THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 10th day of January, 1995.
THE BANK OF NEW YORK
By: /s/ MARY JANE MORRISSEY
---------------------------
Name: MARY JANE MORRISSEY
Title: ASSISTANT VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1994, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . $ 2,833,550
Interest-bearing balances. . . . . . . . . . . . 701,828
Securities:
Held-to-maturity securities . . . . . . . . . . 1,359,569
Available-for-sale securities . . . . . . . . . 1,725,600
Federal funds sold in domestic
offices of the bank . . . . . . . . . . . . . . 5,350,368
Loans and lease financing
receivables:
Loans and leases, net of unearned
income . . . . . . . . . . 24,252,467
LESS: Allowance for loan and
lease losses . . . . . . . . . . 629,631
LESS: Allocated transfer risk
reserve . . . . . . . . . . . . . . 30,661
Loans and leases, net of unearned
income, allowance, and reserve . . . . . . . . 23,592,175
Assets held in trading accounts . . . . . . . . . 1,354,396
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . 629,219
Other real estate owned . . . . . . . . . . . . . 51,372
Investments in unconsolidated
subsidiaries and associated
companies . . . . . . . . . . . . . . . . . . . 178,742
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . 996,184
Intangible assets . . . . . . . . . . . . . . . . 76,599
Other assets . . . . . . . . . . . . . . . . . . . 1,498,770
-----------
Total assets . . . . . . . . . . . . . . . . . . . $40,348,372
-----------
-----------
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . $19,692,982
Noninterest-bearing . . . . 8,179,472
Interest-bearing . . . . . . 11,513,510
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . 10,034,789
Noninterest-bearing . . . . 57,902
Interest-bearing . . . . . . 9,976,887
<PAGE>
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased . . . . . . . . . . . . 1,240,870
Securities sold under agreements
to repurchase . . . . . . . . . . . . . . . . 37,612
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . 197,519
Trading liabilities . . . . . . . . . . . . . . . 975,739
Other borrowed money:
With original maturity of one year
or less . . . . . . . . . . . . . . . . . . . 1,621,466
With original maturity of more than
one year . . . . . . . . . . . . . . . . . . . 33,955
Bank's liability on acceptances exe-
cuted and outstanding . . . . . . . . . . . . . 997,024
Subordinated notes and debentures . . . . . . . . 1,062,320
Other liabilities . . . . . . . . . . . . . . . . 1,450,981
-----------
Total liabilities . . . . . . . . . . . . . . . . 37,345,257
-----------
-----------
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . 942,284
Surplus . . . . . . . . . . . . . . . . . . . . . 525,666
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . 1,577,819
Net unrealized holding gains
(losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . ( 36,779)
Cumulative foreign currency transla-
tion adjustments . . . . . . . . . . . . . . . . ( 5,875)
-----------
Total equity capital . . . . . . . . . . . . . . . 3,003,115
-----------
Total liabilities and equity
capital . . . . . . . . . . . . $40,348,372
-----------
-----------
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi ]
J. Carter Bacot ] Directors
Alan R. Griffith ]
- ------------------------------------------------------------------
