<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996
FILE NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE(4)
<S> <C> <C>
Debt Securities............... $7.5 billion $2,586,207
Warrants...................... (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) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $1,410,893 previously paid to the
Commission relating to $4,091,592,501 aggregate principal amount of debt
securities and warrants previously registered pursuant to Registration
Statement No. 33-60723, which remained unissued as of the close of business
on July 1, 1996.
</TABLE>
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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 AND WARRANTS REGISTERED PURSUANT TO REGISTRATION
STATEMENTS NO. 33-60723 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND
DECLARED EFFECTIVE ON JULY 28, 1995.
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.
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- --------------------------------------------------------------------------------
<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 JULY , 1996
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.
July , 1996
<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, 1995, the Company's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1996 and the
Company's Current Report on Form 8-K dated June 28, 1996 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 (herein together with its consolidated
affiliates called the "Company" unless the context otherwise requires) 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, which was 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., the
common stock of which is in turn wholly owned by General Electric Company ("GE
Company"). The business of the Company 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, lending, equipment management services and annuities. The
Company's specialty insurance activities include providing financial guarantee
insurance, principally on municipal bonds and structured finance issues, private
mortgage insurance, and creditor insurance covering international customer loan
repayments. The Company is an equity investor in a retail organization and
certain other services and 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,
Europe and the Pacific rim. The Company's principal executive offices are
located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number
(203) 357-4000). At December 31, 1995, the Company employed approximately 37,000
persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
- ----------------------------------------------------- ENDED
1991 1992 1993 1994 1995 MARCH 30, 1996
- --------- --------- --------- --------- --------- -----------------
<S> <C> <C> <C> <C> <C>
1.34 1.44 1.62 1.63 1.51 1.53
</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 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 $200,000,000. 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.
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
6
<PAGE>
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 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.)
7
<PAGE>
CONCERNING THE TRUSTEE
The Chase Manhattan Bank, N.A., as successor to The Bank of New York, 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 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.
8
<PAGE>
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 Nancy E. Barton, 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. Ms. Barton and Mr. Bennett, together
with members of their families, own, have options to purchase and have other
interests in shares of common stock of GE Company.
EXPERTS
The financial statements and schedule of General Electric Capital
Corporation and consolidated affiliates as of December 31, 1995 and 1994 and for
each of the years in the three-year period ended December 31, 1995, appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
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.
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........................................ $3,997,100
Accounting Fees and Expenses................................................. 53,000*
NASD Schedule E filing and counsel fees...................................... 40,000
Trustees' and Warrant Agents' Fees and Expenses (including counsel fees)..... 15,000*
Blue Sky filing and counsel fees............................................. 45,000*
Printing and Engraving Fees.................................................. 150,000*
Rating Agency Fees........................................................... 550,000*
Miscellaneous................................................................ 1,500*
----------
Total........................................................ $4,851,600*
----------
----------
<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
II-1
<PAGE>
threatened action or proceeding (including civil, criminal, administrative or
investigative proceedings) arising out of 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 The Chase Manhattan Bank,
N.A., as successor 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 The Chase Manhattan
Bank, N.A., as successor trustee.
(e) -- Form of First Supplemental Indenture to Amended and
Restated Indenture dated as of June 1, 1994 among the
Company and The Chase Manhattan Bank (National
Association), as successor trustee.
(f) -- Form of First Supplemental Indenture to Amended and
Restated Indenture dated as of June 1, 1994 among the
Company and The Chase Manhattan Bank (National
Association), as successor trustee.
(g) -- Exhibit 4(f) to the Company's Registration Statement Form of Note [Full Coupon].
on Form S-3 (No. 33-18118).
(h) -- Exhibit 4(g) to the Company's Registration Statement Form of Note [Deep Discount].
on Form S-3 (No. 33-18118).
(i) -- Exhibit 4(h) to the Company's Registration Statement Form of Note [Zero Coupon].
on Form S-3 (No. 33-18118).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE
NUMBER TO FILINGS INDICATED DESCRIPTION
- ------- ---------------------------------------------------- ---------------------------------------------------------
<S> <C> <C>
(j) -- Exhibit 4(i) to the Company's Registration Statement Form of Note [Variable Rate].
on Form S-3 (No. 33-18118).
(k) -- Exhibit 4(j) to the Company's Registration Statement Form of Note [Extendible].
on Form S-3 (No. 33-18118).
(l) -- Exhibit 4(k) to the Company's Registration Statement Form of Warrant Agreement.
on Form S-3 (No. 33-18118).
(m) -- 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.
(n) -- 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.
(o) -- 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.
(p) -- 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.
(q) -- 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.
(r) -- 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.
(s) -- 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.
(t) -- 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 -- 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 -- 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 -- Power of Attorney.
25(a) Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Chase Manhattan
Bank, N.A., 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 Chase Manhattan
Bank, N.A., 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
II-3
<PAGE>
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 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
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 2nd day of July, 1996.
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 and
* GARY C. WENDT Chief Executive Officer
----------------------------------------------------- (Principal Executive
(Gary C. Wendt) Officer)
* DENIS J. NAYDEN
----------------------------------------------------- President, Chief Operating
(Denis J. Nayden) Officer and Director
Senior Vice President,
/s/ JAMES A. PARKE Finance and Director
----------------------------------------------------- (Principal Financial
(James A. Parke) Officer)
* JEFFREY S. WERNER Senior Vice President --
----------------------------------------------------- Corporate Treasury and
(Jeffrey S. Werner) Global Funding Operation
July 2, 1996
* N.D.T. ANDREWS
----------------------------------------------------- Director
(N.D.T. Andrews)
* NANCY E. BARTON
----------------------------------------------------- Director
(Nancy E. Barton)
* JAMES R. BUNT
----------------------------------------------------- Director
(James R. Bunt)
* DENNIS D. DAMMERMAN
----------------------------------------------------- Director
(Dennis D. Dammerman)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------------ ------------------------------ --------------------
<C> <S> <C>
* PAOLO FRESCO
----------------------------------------------------- Director
(Paolo Fresco)
DALE F. FREY
----------------------------------------------------- Director
(Dale F. Frey)
* BENJAMIN W. HEINEMAN, JR.
----------------------------------------------------- Director
(Benjamin W. Heineman, Jr.)
* HUGH J. MURPHY
----------------------------------------------------- Director
(Hugh J. Murphy)
* MICHAEL A. NEAL
----------------------------------------------------- Director July 2, 1996
(Michael A. Neal)
* JOHN M. SAMUELS
----------------------------------------------------- Director
(John M. Samuels)
* EDWARD D. STEWART
----------------------------------------------------- Director
(Edward D. Stewart)
* JOHN F. WELCH, JR.
----------------------------------------------------- Director
(John F. Welch, Jr.)
* JOAN C. AMBLE Vice President and Controller
----------------------------------------------------- (Principal Accounting
(Joan C. Amble) Officer)
*By /s/ JAMES A. PARKE
------------------------------------------------ Attorney-in-fact
(James A. Parke)
</TABLE>
II-6
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on
Form S-3 of General Electric Capital Corporation of our report dated February 9,
1996 relating to the statement of financial position of General Electric Capital
Corporation and consolidated affiliates as of December 31, 1995 and 1994 and the
related statements of current and retained earnings and cash flows for each of
the years in the three-year period ended December 31, 1995, and related schedule
which report appears in the December 31, 1995 annual report on Form 10-K of
General Electric Capital Corporation.
We also consent to the reference to our firm under the heading "Experts" in
the Registration Statement.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
July 1, 1996
--------------------
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>
4(e) -- Form of First Supplemental Indenture to Amended and Restated Indenture dated as
of June 1, 1994 between the Company and The Chase Manhattan Bank (National
Association) as successor Trustee.
4(f) -- Form of First Supplemental Indenture to Amended and Restated Indenture dated as
of June 15, 1994 between the Company and The Chase Manhattan Bank (National
Association) as successor Trustee.
5 -- 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 -- 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 -- Power of Attorney.
25(a) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank, N.A., 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 Chase Manhattan Bank, N.A., in respect of the Indenture
previously filed as Exhibit 4(d).
</TABLE>
<PAGE>
EXHIBIT 1(e)
[FORM OF FIRST SUPPLEMENTAL INDENTURE]
FIRST SUPPLEMENTAL INDENTURE, dated as of July __, 1996, between GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called the
"Company"), and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
association organized and existing under the laws of the United States, as
successor trustee (hereinafter call the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Amended and Restated Indenture, dated as of June 1, 1994 (hereinafter called
the "Amended and Restated Indenture"), pursuant to which one or more series of
Securities has been issued. All terms used in this First Supplemental Indenture
that are defined in the Amended and Restated Indenture shall have the meanings
assigned to them in the Amended and Restated Indenture;
WHEREAS, Section 10.01 of the Amended and Restated Indenture provides that
without the consent of any Securityholders, the Company and the Trustee, at any
time and from time to time, may enter into an indenture supplemental to the
Amended and Restated Indenture in form satisfactory to the Trustee to make any
change that does not adversely affect the interests of any Securityholder;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and
by this First Supplemental Indenture to amend the Indenture and has requested
that the Trustee join in the execution of this First Supplemental Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid amendment of and
supplement to the Amended and Restated Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed as follows:
I. AMENDMENTS.
A. The following amendments to the Amended and Restated Indenture
shall apply to Securities authenticated and delivered by the
Trustee under this Amended and Restated Indenture on or after the
date of this First Supplemental Indenture:
<PAGE>
2
(i) LIMITATION ON LIENS. Section 4.03 of the
Amended and Restated Indenture, and the corresponding
reference thereto to the Table of Contents thereto, is
hereby deleted in its entirety.
(ii) SECURITIES TO BE SECURED IN CERTAIN EVENTS.
Section 11.02 of the Amended and Restated Indenture, and the
corresponding reference thereto to the Table of Contents
thereto, is hereby deleted in its entirety.
(iii) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The following clause is hereby deleted
from the tenth and eleventh lines of Section 10.01(b) of the
Amended and Restated Indenture: "or as may be required by
Section 4.03 or Section 11.02."
(iv) CONFORMING CHANGES. Each of the following
section references in the Amended and Restated Indenture are
deleted and replaced by the respective section references
indicated below:
CURRENT REFERENCE NEW REFERENCE
Section 4.04 Section 4.03
Section 4.05 Section 4.04
Section 4.06 Section 4.05
Section 11.03 Section 11.02
Section 11.04 Section 11.03
B. The following amendment to the Amended and Restated Indenture
shall apply to any Securities Outstanding on the date of this
First Supplemental Indenture or hereafter authenticated and
delivered by the Trustee hereunder:
(i) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. Section 10.01(e) of the Amended and
Restated Indenture is hereby amended by inserting the word
"Outstanding" before the word "Securities" therein.
<PAGE>
3
II. MISCELLANEOUS.
A. INCORPORATION OF INDENTURE. All the provisions of this First
Supplemental Indenture shall be deemed to be incorporated in, and
made a part of, the Amended and Restated Indenture; and the
Amended and Restated Indenture, as supplemented and amended by
this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
B. HEADINGS. The headings of the Articles and Sections of this
First Supplemental Indenture are inserted for convenience of
information of reference and shall not be deemed to be a part
thereof.
C. COUNTERPARTS. This First Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
D. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualified or conflicts with another provision hereof
which is required to be included in this First Supplemental
Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.
E. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
First Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.
F. SEPARABILITY CLAUSE. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
G. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in this First
Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors
hereunder and the Securityholders, any benefit or any legal or
equitable right, remedy or claim under this First Supplemental
Indenture.
<PAGE>
4
H. REGARDING THE TRUSTEE. The Trustee shall not be responsible for
the correctness of the recitals herein, and makes no
representation as to the validity or the sufficiency of this
First Supplemental Indenture, be entitled to all of the benefits
of all of the rights, privileges, immunities and indemnities of
the Trustee provided for in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:____________________________________
Jeffrey S. Werner
Senior Vice President - Corporate
Treasury and Global Funding
Operation
ATTEST:
________________________
Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By:____________________________________
Name:
Title:
ATTEST:
_______________________
Title
<PAGE>
STATE OF CONNECTICUT)
) S.S.:
COUNTY OF FAIRFIELD )
On the ____ day of July, 1996, before me personally came Jeffrey S. Werner,
to me known, who, being by me duly sworn, did depose and say that he resides at
96 Southfield Avenue, Stamford, Connecticut 06902, that he is the Senior Vice
President - Corporate Treasury and Global Funding Operation of General Electric
Capital Corporation, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of such corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
pursuant to authority of the Board of Directors of such corporation, and that he
signed his name thereto pursuant to like authority.
_______________________
Notary Public
[notarial seal]
<PAGE>
STATE OF )
) S.S.:
COUNTY OF )
On the ____ day of _______, 1996, before me personally came _______, to me
known, who, being by me duly sworn, did depose and say that s/he resides at
__________, that s/he is _________ of The Chase Manhattan Bank (National
Association), one of the corporations described in and which executed the above
instrument; that s/he knows the corporate seal of such corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
pursuant to authority of the Board of Directors of such corporation, and that
s/he signed her/his name thereto pursuant to like authority.
_______________________
Notary Public
[notarial seal]
<PAGE>
EXHIBIT 1(f)
FORM OF FIRST SUPPLEMENTAL INDENTURE]
FIRST SUPPLEMENTAL INDENTURE, dated as of July __, 1996, between GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called the
"Company"), and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
association organized and existing under the laws of the United States, as
successor trustee (hereinafter call the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Amended and Restated Indenture, dated as of June 15, 1994 (hereinafter called
the "Amended and Restated Indenture"), pursuant to which one or more series of
Securities has been issued. All terms used in this First Supplemental Indenture
that are defined in the Amended and Restated Indenture shall have the meanings
assigned to them in the Amended and Restated Indenture;
WHEREAS, Section 10.01 of the Amended and Restated Indenture provides that
without the consent of any Securityholders, the Company and the Trustee, at any
time and from time to time, may enter into an indenture supplemental to the
Amended and Restated Indenture in form satisfactory to the Trustee to make any
change that does not adversely affect the interests of any Securityholder;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and
by this First Supplemental Indenture to amend the Indenture and has requested
that the Trustee join in the execution of this First Supplemental Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid amendment of and
supplement to the Amended and Restated Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed as follows:
I. AMENDMENTS.
A. The following amendments to the Amended and Restated Indenture
shall apply to Securities authenticated and delivered by the
Trustee under this Amended and Restated Indenture on or after the
date of this First Supplemental Indenture:
<PAGE>
2
(i) LIMITATION ON LIENS. Section 4.03 of the
Amended and Restated Indenture, and the corresponding
reference thereto to the Table of Contents thereto, is
hereby deleted in its entirety.
(ii) SECURITIES TO BE SECURED IN CERTAIN EVENTS.
Section 11.02 of the Amended and Restated Indenture, and the
corresponding reference thereto to the Table of Contents
thereto, is hereby deleted in its entirety.
(iii) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The following clause is hereby deleted
from the tenth and eleventh lines of Section 10.01(b) of the
Amended and Restated Indenture: "or as may be required by
Section 4.03 or Section 11.02."
(iv) CONFORMING CHANGES. Each of the following
section references in the Amended and Restated Indenture are
deleted and replaced by the respective section references
indicated below:
CURRENT REFERENCE NEW REFERENCE
Section 4.04 Section 4.03
Section 4.05 Section 4.04
Section 4.06 Section 4.05
Section 11.03 Section 11.02
Section 11.04 Section 11.03
B. The following amendment to the Amended and Restated Indenture
shall apply to any Securities Outstanding on the date of this
First Supplemental Indenture or hereafter authenticated and
delivered by the Trustee hereunder:
(i) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. Section 10.01(e) of the Amended and
Restated Indenture is hereby amended by inserting the word
"Outstanding" before the word "Securities" therein.
<PAGE>
3
II. MISCELLANEOUS.
A. INCORPORATION OF INDENTURE. All the provisions of this First
Supplemental Indenture shall be deemed to be incorporated in, and
made a part of, the Amended and Restated Indenture; and the
Amended and Restated Indenture, as supplemented and amended by
this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
B. HEADINGS. The headings of the Articles and Sections of this
First Supplemental Indenture are inserted for convenience of
information of reference and shall not be deemed to be a part
thereof.
C. COUNTERPARTS. This First Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
D. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualified or conflicts with another provision hereof
which is required to be included in this First Supplemental
Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.
E. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
First Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.
F. SEPARABILITY CLAUSE. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
G. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in this First
Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors
hereunder and the Securityholders, any benefit or any legal or
equitable right, remedy or claim under this First Supplemental
Indenture.
<PAGE>
4
H. REGARDING THE TRUSTEE. The Trustee shall not be responsible for
the correctness of the recitals herein, and makes no
representation as to the validity or the sufficiency of this
First Supplemental Indenture, be entitled to all of the benefits
of all of the rights, privileges, immunities and indemnities of
the Trustee provided for in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:____________________________________
Jeffrey S. Werner
Senior Vice President - Corporate
Treasury and Global Funding
Operation
ATTEST:
________________________
Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By:____________________________________
Name:
Title:
ATTEST:
_______________________
Title
<PAGE>
STATE OF CONNECTICUT)
) S.S.:
COUNTY OF FAIRFIELD )
On the ____ day of July, 1996, before me personally came Jeffrey S. Werner,
to me known, who, being by me duly sworn, did depose and say that he resides at
96 Southfield Avenue, Stamford, Connecticut 06902, that he is the Senior Vice
President - Corporate Treasury and Global Funding Operation of General Electric
Capital Corporation, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of such corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
pursuant to authority of the Board of Directors of such corporation, and that he
signed his name thereto pursuant to like authority.
_______________________
Notary Public
[notarial seal]
<PAGE>
STATE OF )
) S.S.:
COUNTY OF )
On the ____ day of _______, 1996, before me personally came _______, to me
known, who, being by me duly sworn, did depose and say that s/he resides at
__________, that s/he is _________ of The Chase Manhattan Bank (National
Association), one of the corporations described in and which executed the above
instrument; that s/he knows the corporate seal of such corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
pursuant to authority of the Board of Directors of such corporation, and that
s/he signed her/his name thereto pursuant to like authority.
_______________________
Notary Public
[notarial seal]
<PAGE>
EXHIBIT 5
July 2, 1996
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 being filed by General
Electric Capital Corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the registration of
(i) $7,500,000,000 aggregate principal amount of the Company's debt securities
(the "Notes"), to be issued from time to time either in whole under one or the
other of two amended and restated indentures, or in part under each of such
indentures, one of which is dated as of June 1, 1994, between the Company and
The Chase Manhattan Bank (National Association), as Successor Trustee, as
supplemented through the date hereof, and the other one of which is dated as of
June 15, 1994, between the Company and The Chase Manhattan Bank (National
Association), as Successor Trustee, as supplemented through the date hereof
(each of such indentures, as so supplemented, being herein called an "Indenture"
and such indentures being collectively called the "Indentures") and (ii) an
indeterminate number of warrants (the "Warrants") to purchase any of the Notes
to be issued under one or more warrant agreements between the Company and a
banking institution organized under the laws of the United States or one of the
states hereof, as Warrant Agent (each a "Warrant Agreement").
In my opinion, when
a. the issuance of the Notes and approval of the final terms thereof have
been duly authorized by appropriate corporate action and the Notes
have been duly executed, authenticated and delivered against payment
therefor,
b. the issuance of the Warrants and approval of the final terms thereof
have been duly authorized by appropriate corporate action and the
Warrants have been duly executed, countersigned and delivered against
payment therefor, and
<PAGE>
c. the related Warrant Agreement or Warrant Agreements, as the case may
be, under which the Warrants are to be issued have been duly
authorized, executed and delivered,
subject to the final terms of the Notes being in compliance with then applicable
law, the Notes will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and will entitle the holders
thereof to the benefits provided by the related Indenture or Indentures, as the
case may be, pursuant to which such Notes were issued and (ii) the Warrants will
be valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms and will entitle the holders thereof to the
benefits provided by the related Warrant Agreement or Warrant Agreements, as the
case may be, pursuant to which such Warrants were issued, except in each case as
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law).
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to myself under the caption "Legal Opinions" in
the Registration Statement.
Very truly yours,
/s/ Bruce C. Bennett
Bruce C. Bennett
dok
<PAGE>
EXHIBIT 12
GENERAL ELECTRIC CAPITAL CORPORATION
AND CONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 30, --------------------------------------
1996 1995 1994 1993 1992 1991
------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN MILLIONS)
Net earnings................................................ $ 605 $2,261 $1,918 $1,478 $1,251 $1,125
Provision for income taxes.................................. 289 1,071 896 664 415 362
Minority interest........................................... 25 81 109 114 14 (7)
------ ------ ------ ------ ------ ------
Earnings before income taxes and minority interest.......... 919 3,413 2,923 2,256 1,680 1,480
------ ------ ------ ------ ------ ------
Fixed charges:
Interest.................................................. 1,683 6,520 4,464 3,503 3,713 4,280
One-third of rentals...................................... 40 170 153 138 90 34
------ ------ ------ ------ ------ ------
Total fixed charges......................................... 1,723 6,690 4,617 3,641 3,803 4,314
------ ------ ------ ------ ------ ------
Less interest capitalized, net of amortization.............. 6 21 9 4 6 7
------ ------ ------ ------ ------ ------
Earnings before income taxes and
minority interest plus fixed charges...................... $ 2,636 $10,082 $7,531 $5,893 $5,477 $5,787
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Ratio of earnings to fixed charges.......................... 1.53 1.51 1.63 1.62 1.44 1.34
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT
I hereby consent to the inclusion of my opinion under the caption "United
States Tax Considerations" or any similar caption referring to United States
taxation and to any reference to me under the caption "Legal Opinions" in any
Prospectus Supplement or Pricing Supplement included in the Prospectus included
in this Registration Statement.
/s/ James K. Kalashian
James M. Kalashian
GE Capital Corporation
General Tax Counsel
July 2, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being
directors and/or officers of General Electric Capital Corporation., a New York
corporation (the "Corporation"), hereby constitutes and appoints Gary C. Wendt,
Denis J. Nayden, James A. Parke, Jeffrey S. Werner and Nancy E. Barton, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead in any and all capacities, to execute in the name of each such person
and to file (i) a Registration Statement of the Corporation on Form S-3 under
the Securities Act of 1933, as amended, with respect to $7,500,000,000 aggregate
principal amount of the Corporation's Debt Securities and Warrants to purchase
such Debt Securities, and (ii) any and all amendments and post-effective
amendments to such Registration Statement as such person or persons executing
the same pursuant to this Power of Attorney may approve.
This Power of Attorney may be signed in any number of counterparts, each of
which shall constitute an original and all of which, taken together, shall
constitute one Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 27th day of June, 1996.
/s/ GARY C. WENDT /s/ JAMES A. PARKE
Gary C. Wendt James A. Parke
Chairman of the Board and Senior Vice President, Finance
Chief Executive Officer and Director
(Principal Financial Officer) (Principal Executive Officer)
/s/ JEFFREY S. WERNER /s/ JOAN C. AMBLE
Jeffrey S. Werner Joan C. Amble
Senior Vice President - Corporate Treasury Vice President and Controller
and Global Funding Operation (Principal Accounting Officer)
/s/ DENIS J. NAYDEN /s/ NIGEL D.T. ANDREWS
Denis J. Nayden Nigel D.T. Andrews
President, Chief Operating Director
Officer and Director
/s/ NANCY E. BARTON /s/ JAMES R. BUNT
Nancy E. Barton James R. Bunt
Director Director
<PAGE>
/s/ DENNIS D. DAMMERMAN /s/ PAOLO FRESCO
Dennis D. Dammerman Paolo Fresco
Director Director
/s/ DALE F. FREY /s/ BENJAMIN W. HEINEMAN, JR.
Dale F. Frey Benjamin W. Heineman, Jr.
Director Director
/s/ HUGH J. MURPHY /s/ MICHAEL A. NEAL
Hugh J. Murphy Michael A. Neal
Director Director
/s/ JOHN M. SAMUELS /s/ EDWARD D. STEWART
John M. Samuels Edward D. Stewart
Director Director
/s/ JOHN F. WELCH, JR.
John F. Welch, Jr.
Director
<PAGE>
Exhibit 25(a)
Securities Act of 1933 File No.
------------
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM T-1
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 CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
---------------------
GENERAL ELECTRIC CAPITAL CORPORATION.
(Exact name of obligor as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
13-1500700
(I.R.S. Employer Identification No.)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT
(Address principal executive offices)
06927
(Zip Code)
---------------------
DEBT SECURITIES
WARRANTS TO PURCHASE
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1 (Item 12), Registration No. 33-
55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association)
and The Chase Bank of New York (National Association) to
commence business and a copy of approval of merger of said
corporations, all of which documents are still in
effect. (See Exhibit T-1 (Item 12), Registration No. 2-
67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of
which documents are still in effect. (See Exhibit T-1 (Item
12), Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration
No. 22-26320.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act.
(See Exhibit T-1, (Item 12), Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
- ----------------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
---------------------
1.
<PAGE>
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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, 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 the
State of New York, on the 2nd day of July, 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Mary Lewicki
----------------------------------------
By: Mary Lewicki, Second Vice President
2.
<PAGE>
EXHIBIT 7
---------
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN
BANK, N.A. of New York in the State of New York, at the close of
business on March 31, 1996, published in response to call made by
Comptroller of the Currency, under title 12, United States Code,
Section 161.
<TABLE>
<CAPTION>
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
ASSETS THOUSANDS
OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 5,026,000
Interest-bearing balances 4,135,000
Held to maturity securities 0
Available-for-sale securities 5,632,000
Federal funds sold and securities purchased under agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 1,254,000
Securities purchased under agreements to resell 880,000
Loans and lease financing receivable:
Loans and leases, net of unearned income $60,869,000
LESS: Allowance for loan and lease losses $ 1,113,000
LESS: Allocated transfer risk reserve 0
-----------
Loans and leases, net of unearned income, allowance, and reserve 59,756,000
Assets held in trading accounts 1 3,203,000
Premises and fixed assets (including capitalized leases) 1,690,000
Other real estate owned 268,000
Investments in unconsolidated subsidiaries and associated companies 29,000
Customers' liability to this bank on acceptances outstanding 1,170,000
Intangible assets 1,330,000
Other assets 9,398,000
---------
TOTAL ASSETS $103,771,000
------------
------------
LIABILITIES
Deposits:
In domestic offices $30,681,0
Noninterest-bearing $ 11,913,000
Interest-bearing 18,768,000
----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs 38,923,000
Noninterest-bearing $ 3,696,000
Interest-bearing 35,227,000
----------
Federal funds purchased and securities sold under agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased 3,143,000
Securities sold under agreements to repurchase 100,000
Demand notes issued to the U.S. Treasury 25,000
Trading liabilities 8,453,000
Other borrowed money:
With original maturity of one year or less 3,064,000
With original maturity of more than one year 365,000
Mortgage indebtedness and obligations under capitalized leases 39,000
Bank's liability on acceptances executed and outstanding 1,173,000
Subordinated notes and debentures 1,960,000
Other liabilities 8,482,000
---------
TOTAL LIABILITIES 96,408,000
Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 921,000
Surplus 5,354,000
Undivided profits and capital reserves 1,092,000
Net unrealized holding gains (losses) on available-for-sale securities 15,000
Cumulative foreign currency translation adjustments 11,000
---------
TOTAL EQUITY CAPITAL 7,363,000
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 103,771,000
-------------
-------------
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We 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 and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle
<PAGE>
Exhibit 25(b)
Securities Act of 1933 File No.
------------
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM T-1
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 CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
---------------------
GENERAL ELECTRIC CAPITAL CORPORATION.
(Exact name of obligor as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
13-1500700
(I.R.S. Employer Identification No.)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT
(Address principal executive offices)
06927
(Zip Code)
---------------------
DEBT SECURITIES
WARRANTS TO PURCHASE
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1 (Item 12), Registration No. 33-
55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association)
and The Chase Bank of New York (National Association) to
commence business and a copy of approval of merger of said
corporations, all of which documents are still in
effect. (See Exhibit T-1 (Item 12), Registration No. 2-
67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of
which documents are still in effect. (See Exhibit T-1 (Item
12), Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration
No. 22-26320.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act.
(See Exhibit T-1, (Item 12), Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
- ----------------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
---------------------
1.
<PAGE>
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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, 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 the
State of New York, on the 2nd day of July, 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Mary Lewicki
----------------------------------------
By: Mary Lewicki, Second Vice President
2.
<PAGE>
EXHIBIT 7
---------
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN
BANK, N.A. of New York in the State of New York, at the close of
business on March 31, 1996, published in response to call made by
Comptroller of the Currency, under title 12, United States Code,
Section 161.
<TABLE>
<CAPTION>
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
ASSETS THOUSANDS
OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 5,026,000
Interest-bearing balances 4,135,000
Held to maturity securities 0
Available-for-sale securities 5,632,000
Federal funds sold and securities purchased under agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 1,254,000
Securities purchased under agreements to resell 880,000
Loans and lease financing receivable:
Loans and leases, net of unearned income $60,869,000
LESS: Allowance for loan and lease losses $ 1,113,000
LESS: Allocated transfer risk reserve 0
-----------
Loans and leases, net of unearned income, allowance, and reserve 59,756,000
Assets held in trading accounts 1 3,203,000
Premises and fixed assets (including capitalized leases) 1,690,000
Other real estate owned 268,000
Investments in unconsolidated subsidiaries and associated companies 29,000
Customers' liability to this bank on acceptances outstanding 1,170,000
Intangible assets 1,330,000
Other assets 9,398,000
---------
TOTAL ASSETS $103,771,000
------------
------------
LIABILITIES
Deposits:
In domestic offices $30,681,0
Noninterest-bearing $ 11,913,000
Interest-bearing 18,768,000
----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs 38,923,000
Noninterest-bearing $ 3,696,000
Interest-bearing 35,227,000
----------
Federal funds purchased and securities sold under agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased 3,143,000
Securities sold under agreements to repurchase 100,000
Demand notes issued to the U.S. Treasury 25,000
Trading liabilities 8,453,000
Other borrowed money:
With original maturity of one year or less 3,064,000
With original maturity of more than one year 365,000
Mortgage indebtedness and obligations under capitalized leases 39,000
Bank's liability on acceptances executed and outstanding 1,173,000
Subordinated notes and debentures 1,960,000
Other liabilities 8,482,000
---------
TOTAL LIABILITIES 96,408,000
Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 921,000
Surplus 5,354,000
Undivided profits and capital reserves 1,092,000
Net unrealized holding gains (losses) on available-for-sale securities 15,000
Cumulative foreign currency translation adjustments 11,000
---------
TOTAL EQUITY CAPITAL 7,363,000
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 103,771,000
-------------
-------------
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We 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 and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle
