GE Interest Plus
General Electric Capital Corporation
$3,000,000,000
Variable Denomination Floating Rate Demand Notes
For information concerning GE Interest Plus write to:
GE Interest Plus
P.O. Box 75969
Chicago, Illinois 60675-5969
Or Phone:
1 800-433-4480
For Rate Information
1-800-433-4480
Prospectus
Prospectus
General Electric Capital Corporation
$3,000,000,000
Variable Denomination Floating
Rate Demand Notes
The GE Interest Plus Program (the "Program") is designed to provide
investors (the "Investors") with a convenient means of investing
funds directly with General Electric Capital Corporation ("GE
Capital" or the "Company"). The Notes will provide liquidity and
will pay interest above the average rate of taxable U.S. money
market funds.
The Notes will be repayable on demand and will be similar in yield
and legal obligation to the Company's commercial paper, which is
available only in large denominations to a limited type of
investor. The Company is making the Notes available to employees
and retirees of General Electric Company, its subsidiaries and
affiliates (collectively "GE") and others as the GE Interest Plus
Committee designates.
Investments in Notes will be represented by a Program account (an
"Account") established for the Investor by the agent bank (the
"Agent Bank") appointed by the Company. The Notes will not be
represented by a certificate or any other instrument evidencing the
Company's indebtedness. The Company reserves the right to modify,
withdraw, or cancel the offer made hereby at any time.
An Account is not equivalent to a deposit or other bank account and
is not subject to the protection of the Federal Deposit Insurance
Corporation or any other insurance. The Program is not subject to
the requirements of the Investment Company Act of 1940 (including
diversification of investments) or the Employee Retirement Income
Security Act of 1974. All investments in the Notes are obligations
of GE Capital and are not obligations of or guaranteed by General
Electric Company, the Agent Bank or any other company. The weekly
interest rate paid on investments in the Notes may not provide a
basis for comparison with other investments which use a different
method of calculating a variable yield or which pay a fixed yield
for a stated period of time.
For information regarding the GE Interest Plus Program, please call
1-800-433-4480.
Please read this prospectus carefully and retain for future
reference.
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.
These securities are offered through GECC Capital Markets Group,
Inc. The date of this Prospectus is May 1, 1995
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 Kluczynski
Federal Building, 230 South Dearborn Street, Chicago, IL 60604 and
7 World Trade Center, New York, NY 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, NY 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, 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 l5(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering of the
Notes offered hereby shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of
filing of such documents.
Copies of any document referred to above will be provided free of
charge upon request directed to Bruce C. Bennett, Associate General
Counsel, General Electric Capital Corporation, 260 Long Ridge Road,
Stamford, CT 06927, telephone no. (203) 357-4000.
The GE Interest Plus Program
Interest The principal amount of each Note will be equal to all
investments made in the Notes by the Investor, plus accrued and
reinvested interest, less any redemptions and fees. The Notes will
have no stated maturity and will earn interest at floating rates,
to be determined by the GE Interest Plus Committee each week, to be
effective the following week. The rate of interest on the Notes
will always be greater than the most recent seven-day average yield
(non-compounded) for taxable money market funds in the United
States as published in IBC/Donoghue's Money Fund Report*. Rates may
vary by Account balance or other factors as determined by the GE
Interest Plus Committee. Interest on the Notes will accrue daily.
The rate of interest paid for any period on the Notes is not an
indication or representation of future rates. Accrued interest will
be credited and automatically reinvested in additional Notes
monthly and will begin to accrue interest on the first day
following the date of such reinvestment. If in any week the
IBC/Donoghue's Money Fund Report is not available or publication of
such seven-day average yield is suspended, the seven-day average
yield at such time shall be an approximately equivalent rate
determined by the GE Interest Plus Committee.
Account Information
You will receive regular statements showing a summary of all
transactions made in your Account. Redemption checks on which
payment has been made will not be returned to you, but the check
number and the amount of each check will be indicated on your
statement.
How to Invest
To open an Account, complete the Application accompanying this
Prospectus and enclose a check for your initial investment (or if
applicable, a payroll deduction card). After your Account is
opened, you may purchase additional Notes at any time without
charge by any of the following methods:
________________
* IBC/Donoghue's Money Fund Report is a registered trademark of
the Donoghue Organization, Inc. and is published weekly.
IBC/Donoghue's Money Fund Report states that the yield
information obtained from money market funds is screened by the
publisher, but no guarantee of the accuracy of the information
contained therein is made by the Company.
By Check Mailed to Agent Bank. Your investment will be credited and
interest will begin to accrue on the first business day after the
Agent Bank receives your check. Investments made by check cannot be
redeemed for five business days after the check is first credited
to your Account or, if later, until the check clears.
By Wire Transfer. Wire funds to GE Interest Plus, The Northern
Trust Company, Chicago IL, ABA No. 071000152. Your Account number
must be included in the wire instruction.
By Direct Investment of Payroll, Pension or Social Security Check.
You may instruct your employer or the Social Security
Administration to invest your entire payroll, pension or social
security check directly in your Account.
By Payroll Deduction. GE, its subsidiaries, and certain other
companies allow employees to have a fixed amount deducted from each
paycheck (minimum $25) and invested in an Account.
By Automatic Monthly Investment From a Bank Account. You may
instruct the Agent Bank to withdraw a fixed amount from your
checking or savings account on a monthly basis (minimum $25) and
credit the funds to your Account.
By Telephone Investment. You may instruct the Agent Bank at any
time to withdraw any amount of funds (minimum $25) from your
pre-designated bank account and credit the funds to your Account.
Except for checks mailed to the Agent Bank, your investment will be
credited and interest will begin to accrue on the business day the
funds are received by the Agent Bank. All investments must be made
in U.S. dollars drawn on a U.S. bank. You may change or terminate
your investments by payroll deduction or other automatic investment
at any time.
How to Redeem
You may redeem any part of your Account at any time as described
below. Interest on redeemed investments will accrue to, but not
including, the date of redemption. You may close your Account only
by use of the written redemption option.
Redemption by Check. You may make redemption checks payable to
anyone in the amount of $250 or more. If the amount of the
redemption check is greater than the balance in your Account or
less than $250, the check will not be honored and a fee will be
debited from your Account by the Agent Bank. Your redemption will
be made on the day the Agent Bank receives your redemption check
for payment. If your Account is held jointly with someone else,
only one signature will be required on a redemption check unless
otherwise specified. The check redemption feature does not create
a deposit or a banking relationship with the Agent Bank, the
Company or GE.
Written Redemption. You may redeem all or any part of your Account,
subject to a $250 minimum, by written request, including the
signatures of all registered owners (including joint owners) of the
Account. A check for the requested amount (or in an amount equal to
the balance of your Account if the Account is being closed) will be
mailed to the registered account address.
Wire Redemption. You can redeem any part of your Account, subject
to a $2,500 minimum, by wire transfer if you have authorized the
wire redemption option. Wire redemption proceeds can only be wired
to the U.S. bank account you have designated on your Application.
To change this designation, a written request signed by all
registered owners (including joint owners) of the Account, with all
signatures guaranteed by a financial institution, must be submitted
to the Agent Bank. Funds will be wired no later than the next
business day after receipt of your wire redemption request,
provided your request is received by 2:00 p.m. Eastern Time on any
business day. If your designated bank is not a member of the
Federal Reserve system, there may be a delay in wiring funds. Each
wire transfer will incur a processing charge from the Agent Bank,
and may also incur an additional charge from other institutions
handling the transfer. The Agent Bank's records of the wire
instructions are binding.
Fees
There are no account maintenance fees or charges for checks or
check redemptions, no sales loads, and no charges for investing or
ongoing management. Fees for checks returned for insufficient
funds, wire redemptions, stop payment requests and other unusual
services will be directly debited from your Account.
GE Interest Plus Committee
The GE Interest Plus Committee consists of officers of the Company
designated by the Company's Board of Directors. The Committee has
the full power and authority to amend the Program as described
under "Termination, Suspension, or Modification". The Committee may
also interpret Program provisions, adopt Program rules and
regulations and make certain determinations regarding the Program.
The members of the Committee are the Company's President, Senior
Vice President, Finance, and Senior Vice President, Corporate
Treasury and Global Funding Operation. Members of the Committee
receive no additional compensation for Committee services.
Termination, Suspension or Modification
The Company expects that the Program will continue indefinitely,
but the Company reserves the right at any time to suspend or
terminate the Program entirely, or from time to time to modify the
Program in part. The Company also reserves the right to modify,
suspend or terminate any of the investment options and redemption
options described above. Written notice of any material
modification, suspension or termination will be provided to
Investors at least fifteen days prior to the effective date. See
"Certain Terms of the Notes-Modification of the Indenture."
Agent Bank
The Company has engaged The Northern Trust Company as the Agent
Bank to perform record keeping, funds receipt and disbursement,
investor servicing and related services under the Program. For
these services, the Company will pay the Agent Bank an
administrative fee. The Company has also made arrangements with
General Electric Investment Services Inc., an affiliate of the
Company ("GEIS"), pursuant to which the agent bank for the mutual
funds managed by GEIS (the "GE Funds") will act in conjunction with
the Agent Bank in providing services to Account holders who are
also owners of shares in any GE Fund. Participants in the GE Funds
who also hold GE Interest Plus Accounts will be provided with
information as to the services the GE Funds' agent bank is able to
provide with respect to their Accounts. Any reference herein to
"Agent Bank" includes, as appropriate, the GE Funds' agent bank in
its role as service provider to such Account holder.
Taxes
Interest on the Notes will be taxable as ordinary income for
Federal income tax purposes. You should consult your own tax
advisor with respect to tax consequences which may be applicable to
your particular situation. The Program is not qualified under
Section 401(a) of the Internal Revenue Code of 1986.
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. All outstanding common stock
of the Company is owned by General Electric Capital Services, Inc.,
which is in turn wholly-owned by General Electric Company. The
Company operates in four finance industry segments and in a
specialty insurance industry segment. The Company's principal
executive offices are located at 260 Long Ridge Road Stamford, CT
06927, telephone number (203) 357-4000.
Consolidated Ratio of Earnings
to Fixed Charges of the Company
Year Ended December 31,
1990 1991 1992 1993 1994
1.31 1.34 1.44 1.62 1.63
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
The net proceeds from the sale of the Notes will be added to the
general funds of the Company and will be available for financing
its operations.
Certain Terms of The Notes
The Notes are issued under an Indenture (the "Indenture") dated as
of October 1, 1991, as amended, between the Company and The Bank of
New York (the "Trustee"). The statements under this heading are
subject to the detailed provisions of the Indenture, a copy of
which is filed as an exhibit to the Registration Statement covering
the offering of Notes. Wherever particular provisions of the
Indenture 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.
General
The Notes are issuable in any amount and will mature on the demand
of the Investor. The Notes are unsecured and rank equally and
ratably with all other unsecured and unsubordinated indebtedness of
the Company. Neither the Indenture nor any other instrument to
which the Company is a party limits the principal amount of the
Notes or any other indebtedness of the Company that may be issued.
The Notes will not be subject to any sinking fund. The Notes will
be issued in uncertificated form and Investors will not receive any
certificate or other instrument evidencing the Company's
indebtedness. All funds invested in Notes together with interest
accrued thereon, and redemptions, if any, will be recorded on a
register maintained by the Agent Bank.
Optional Redemption by the Company
The Company may redeem, at any time at its option, all or any part
of the Notes. Any partial redemption of Notes will be effected by
lot or pro rata or by any other method that is deemed fair and
appropriate by the Trustee, except that the Company may redeem all
of the Notes held in an Account not meeting guidelines established
by the GE Interest Plus Committee. The Company will give at least
30 days prior written notice to an Investor whose Note is to be
redeemed. The Note (or portion thereof) being so redeemed, plus
accrued and unpaid interest thereon to, but not including, the date
of redemption, will be paid by check to the registered holder of
the Note. Interest on the redeemed amount shall cease to accrue on
and after the effective date of redemption.
Certain Covenant of the Company
The Company covenants that neither it nor any Finance Subsidiary
(as defined in the Indenture) 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 non-physical 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; any
deposit or pledge of assets as security for the performance of any
contract or undertaking (including, for example, any letter of
credit, bid, tender, sales contract, purchase agreement, lease,
surety bond or performance bond) not related to the borrowing of
money, if made in the ordinary course of business; 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.
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.
Modification of the Indenture
The Indenture permits the Company and the Trustee, with the consent
of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes at the time outstanding, to add any provisions
to or change in any manner or eliminate any of the provisions of
the Indenture or modify in any manner the rights of the holders of
Notes, provided that no such addition or modification shall, among
other things (i) change the character of the Notes from being
payable upon demand, (ii) reduce the principal amount of any Note
or (iii) reduce the aforesaid percentage of principal amount of
such Notes, 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.
Events of Default
An Event of Default with respect to the Notes is defined in the
Indenture as being: default in payment of any principal or interest
on any Note when due and continuance of such default for a period
of 20 days, provided that an administrative error shall not be
considered an Event of Default unless such error shall have
continued uncorrected for a period of 30 days after written notice
to the Agent Bank and the Trustee (with a copy to the Company), the
Trustee to be the sole judge of whether the error has been
corrected; default for 60 days after written notice to the Company
in the performance of any other covenant in the respect of the
Notes; or certain events in bankruptcy, insolvency or
reorganization. The Indenture requires the Company to file with the
Trustee annually a written statement as to the presence or absence
of certain defaults under the terms thereof. The Trustee shall,
within 90 days after the occurrence of a default in respect of the
Notes, give to the holders thereof notice of all uncured and
unwaived defaults known to it (the term default to mean the events
specified above without grace periods); provided that, except in
the case of default in the payment of principal or interest on any
of the Notes, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such
notice is in the interests of the holders of the Notes. The
Indenture provides that during the continuance of an Event of
Default, either the Trustee thereunder or the holders of 25% in
aggregate principal amount of the outstanding Notes may declare the
principal 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. The Indenture provides that past defaults with respect
to the Notes (except, unless theretofore cured, a default in
payment of principal of or interest on any of the Notes) may be
waived on behalf of the holders of all Notes by the holders of a
majority in principal amount of such Notes then outstanding.
Concerning the Trustee
The Trustee acts as trustee under several other indentures with the
Company, pursuant to which a number of series of senior, unsecured
notes of the Company are presently outstanding.
Plan of Distribution
The Notes are offered on a continuing basis through GECC Capital
Markets Group, Inc., a wholly owned subsidiary of the Company,
acting as agent. The offering is being made pursuant to the
provisions of Schedule E to the By-Laws of The National Association
of Securities Dealers, Inc. No commissions will be paid to such
agent for any sales resulting from its efforts. The Company also
may from time to time designate other agents through whom Notes may
be offered. The Company reserves the right to withdraw, cancel or
modify the offer to sell Notes at any time. The Company has the
sole right to accept offers to purchase Notes and may reject any
proposed purchase of Notes in whole, or in part. GEIS has agreed to
forward orders for Notes received from participants in the GE Funds
to the Agent Bank. GEIS is a broker-dealer registered under the
1934 Act.
Legal Opinions
The legality of the Notes has been passed upon for the Company by
Burton J. Kloster, Jr., a director and Senior Vice President,
General Counsel and Secretary of the Company. Any future opinions
as to the legality of the Notes will be delivered by Mr. Kloster or
by Bruce C. Bennett, Associate General Counsel, Treasury Operation
and Assistant Secretary of the Company. 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
General Electric Company.
Experts
The financial statements and schedules of General Electric Capital
Corporation and consolidated affiliates as of December 31, 1994 and
1993, and for each of the years in the three-year period ended
December 31, 1994, appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1994, 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, 1994
financial statements refers to a change in the method of accounting
for certain investments in securities.
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 in
connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company. This Prospectus does not
constitute an offer or solicitation by anyone in any state in which
such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
<PAGE>
Table of Contents
Page
Available Information. . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference. . . . . . . . . . . . . . 2
The GE Interest Plus Program . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 5
Certain Terms of the Notes . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 7
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
