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PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
$3,000,000,000
VARIABLE DENOMINATION FLOATING
RATE DEMAND NOTES
The GE Interest Plus Program (the "Program") is designed to provide investors
(the "Investors") with a convenient means of investing funds directly with
General Electric Capital Corporation ("GE Capital" or the "Company"). The Notes
will provide liquidity and will pay interest above the average rate of taxable
U.S. money market funds.
The Notes will be repayable on demand and will be similar in yield and legal
obligation to the Company's commercial paper, which is available only in large
denominations to a limited type of investor.
Investments in Notes will be represented by a Program account (an "Account")
established for the Investor by the agent bank (the "Agent Bank") appointed by
the Company. The Notes will not be represented by a certificate or any other
instrument evidencing the Company's indebtedness. The Company reserves the
right to modify, withdraw, or cancel the offer made hereby at any time.
AN ACCOUNT IS NOT EQUIVALENT TO A DEPOSIT OR OTHER BANK ACCOUNT AND IS NOT
SUBJECT TO THE PROTECTION OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER INSURANCE. THE PROGRAM IS NOT SUBJECT TO THE REQUIREMENTS OF THE
INVESTMENT COMPANY ACT OF 1940 (INCLUDING DIVERSIFICATION OF INVESTMENTS) OR
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. ALL INVESTMENTS IN THE
NOTES ARE OBLIGATIONS OF GE CAPITAL AND ARE NOT OBLIGATIONS OF OR GUARANTEED BY
GENERAL ELECTRIC COMPANY, THE AGENT BANK OR ANY OTHER COMPANY. THE WEEKLY
INTEREST RATE PAID ON INVESTMENTS IN THE NOTES MAY NOT PROVIDE A BASIS FOR
COMPARISON WITH OTHER INVESTMENTS WHICH USE A DIFFERENT METHOD OF CALCULATING A
VARIABLE YIELD OR WHICH PAY A FIXED YIELD FOR A STATED PERIOD OF TIME.
For information regarding the GE Interest Plus Program, please call
1-800-433-4480.
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Please read this prospectus carefully and retain for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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These securities are offered through
GECC CAPITAL MARKETS GROUP, INC. The date of this Prospectus is August 15, 1996
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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, IL 60661 and 7 World Trade Center, New York, NY 10048
and copies can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports
and other information concerning the Company can also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, NY 10005 on
which certain of the Company's securities are listed.
Documents Incorporated By Reference
There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 30, 1996 and June
29, 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 l5(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering of the Notes
offered hereby shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.
Copies of any document referred to above will be provided free of charge upon
request directed to Bruce C. Bennett, Associate General Counsel, General
Electric Capital Corporation, 260 Long Ridge Road, Stamford, CT 06927,
telephone no. (203) 357-4000.
The GE Interest Plus Program
Interest
The principal amount of each Note will be equal to all investments made in the
Notes by the Investor, plus accrued and reinvested interest, less any
redemptions and fees. The Notes will have no stated maturity and will earn
interest at floating rates, to be determined by the GE Interest Plus Committee
each week, to be effective the following week. The rate of interest on the
Notes will always be greater than the most recent seven-day average yield
(non-compounded) for taxable money market funds in the United States as
published in IBC/Donoghue's Money Fund Report*. Rates may vary by Account
balance or other factors as determined by the GE Interest Plus Committee.
Interest on the Notes will accrue daily. The rate of interest paid for any
period on the Notes is not an indication or representation of future rates.
Accrued interest will be credited and automatically reinvested in additional
Notes monthly and will begin to accrue interest on the first day following the
date of such reinvestment. If in any week the IBC/Donoghue's Money Fund Report
is not available or publication of such seven-day average yield is suspended,
the seven-day average yield at such time shall be an approximately equivalent
rate determined by the GE Interest Plus Committee.
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* IBC/Donoghue's Money Fund Report is a registered trademark of the
Donoghue Organization, Inc. and is published weekly. IBC/Donoghue's Money
Fund Report states that the yield information obtained from money market
funds is screened by the publisher, but no guarantee of the accuracy of the
information contained therein is made by the Company.
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Account Information
You will receive regular statements showing a summary of all transactions made
in your Account. Redemption checks on which payment has been made will not be
returned to you, but the check number and the amount of each check will be
indicated on your statement.
How to Invest
To open an Account, complete the Application accompanying this Prospectus and
enclose a check for your initial investment (or if applicable, a payroll
deduction card). After your Account is opened, you may purchase additional
Notes at any time without charge by any of the following methods:
BY CHECK MAILED TO AGENT BANK. Your investment will be credited and interest
will begin to accrue on the first business day after the Agent Bank receives
your check. Investments made by check cannot be redeemed for five business days
after the check is first credited to your Account or, if later, until the check
clears.
BY WIRE TRANSFER. Wire funds to GE Interest Plus, The Northern Trust Company,
Chicago IL, ABA No. 071000152. Your Account number must be included in the wire
instruction.
BY DIRECT INVESTMENT OF PAYROLL, PENSION OR SOCIAL SECURITY CHECK. You may
instruct your employer or the Social Security Administration to invest your
entire payroll, pension or social security check directly in your Account.
BY PAYROLL DEDUCTION. GE, its subsidiaries, and certain other companies allow
employees to have a fixed amount deducted from each paycheck (minimum $25) and
invested in an Account.
BY AUTOMATIC MONTHLY INVESTMENT FROM A BANK ACCOUNT. You may instruct the Agent
Bank to withdraw a fixed amount from your checking or savings account on a
monthly basis (minimum $25) and credit the funds to your Account.
BY TELEPHONE INVESTMENT. You may instruct the Agent Bank at any time to
withdraw any amount of funds (minimum $25) from your pre-designated bank
account and credit the funds to your Account.
Except for checks mailed to the Agent Bank, your investment will be credited
and interest will begin to accrue on the business day the funds are received by
the Agent Bank. All investments must be made in U.S. dollars drawn on a U.S.
bank. You may change or terminate your investments by payroll deduction or
other automatic investment at any time.
How To Redeem
You may redeem any part of your Account at any time as described below.
Interest on redeemed investments will accrue to, but not including, the date of
redemption. You may close your Account only by use of the written redemption
option.
REDEMPTION BY CHECK. You may make redemption checks payable to anyone in the
amount of $250 or more. If the amount of the redemption check is greater than
the balance in your Account or less than $250, the check will not be honored
and a fee will be debited from your Account by the Agent Bank. Your redemption
will be made on the day the Agent Bank receives your redemption check for
payment. If your Account is held jointly with someone else, only one signature
will be required on a redemption check unless otherwise specified. The check
redemption feature does not create a deposit or a banking relationship with the
Agent Bank, the Company or GE.
WRITTEN REDEMPTION. You may redeem all or any part of your Account, subject to
a $250 minimum, by written request, including the signatures of all registered
owners (including joint owners) of the Account. A check for the requested
amount (or in an amount equal to the
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balance of your Account if the Account is being closed) will be mailed to the
registered account address.
WIRE REDEMPTION. You can redeem any part of your Account, subject to a $2,500
minimum, by wire transfer if you have authorized the wire redemption option.
Wire redemption proceeds can only be wired to the U.S. bank account you have
designated on your Application. To change this designation, a written request
signed by all registered owners (including joint owners) of the Account, with
all signatures guaranteed by a financial institution, must be submitted to the
Agent Bank. Funds will be wired no later than the next business day after
receipt of your wire redemption request, provided your request is received by
2:00 p.m. Eastern Time on any business day. If your designated bank is not a
member of the Federal Reserve system, there may be a delay in wiring funds.
Each wire transfer will incur a processing charge from the Agent Bank, and may
also incur an additional charge from other institutions handling the transfer.
The Agent Bank's records of the wire instructions are binding.
Fees
There are no account maintenance fees or charges for checks or check
redemptions, no sales loads, and no charges for investing or ongoing
management. Fees for checks returned for insufficient funds, wire redemptions,
stop payment requests and other unusual services will be directly debited from
your Account.
GE Interest Plus Committee
The GE Interest Plus Committee consists of officers of the Company designated
by the Company's Board of Directors. The Committee has the full power and
authority to amend the Program as described under "Termination, Suspension, or
Modification". The Committee may also interpret Program provisions, adopt
Program rules and regulations and make certain determinations regarding the
Program. The members of the Committee are the Company's President, Senior Vice
President, Finance, and Senior Vice President, Corporate Treasury and Global
Funding Operation. Members of the Committee receive no additional compensation
for Committee services.
Termination, Suspension Or Modification
The Company expects that the Program will continue indefinitely, but the
Company reserves the right at any time to suspend or terminate the Program
entirely, or from time to time to modify the Program in part. The Company also
reserves the right to modify, suspend or terminate any of the investment
options and redemption options described above. Written notice of any material
modification, suspension or termination will be provided to Investors at least
fifteen days prior to the effective date. See "Certain Terms of the
Notes--Modification of the Indenture."
Agent Bank
The Company has engaged The Northern Trust Company as the Agent Bank to perform
record keeping, funds receipt and disbursement, investor servicing and related
services under the Program. For these services, the Company will pay the Agent
Bank an administrative fee.
Taxes
Interest on the Notes will be taxable as ordinary income for Federal income tax
purposes. You should consult your own tax advisor with respect to tax
consequences which may be applicable to your particular situation. The Program
is not qualified under Section 401(a) of the Internal Revenue Code of 1986.
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THE COMPANY
General Electric Capital Corporation was incorporated in 1943 in the State of
New York, under the provisions of the New York Banking Law relating to
investment companies. All outstanding common stock of the Company is owned by
General Electric Capital Services, Inc., which is in turn wholly-owned by
General Electric Company. The Company operates in four finance industry
segments and in a specialty insurance industry segment. The Company's principal
executive offices are located at 260 Long Ridge Road Stamford, CT 06927,
telephone number (203) 357-4000.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES OF THE COMPANY
<TABLE>
<CAPTION>
Year Ended December 31, Six mo. ended,
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1991 1992 1993 1994 1995 June 29, 1996
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<S> <C> <C> <C> <C> <C>
1.34 1.44 1.62 1.63 1.51 1.52
</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
The net proceeds from the sale of the Notes will be added to the general funds
of the Company and will be available for financing its operations.
CERTAIN TERMS OF THE NOTES
The Notes are issued under an Indenture (the "Indenture") dated as of October
1, 1991, as amended, between the Company and The Chase Manhattan Bank, as
successor trustee (the "Trustee"). The statements under this heading are
subject to the detailed provisions of the Indenture, a copy of which is filed
as an exhibit to the Registration Statement covering the offering of Notes.
Wherever particular provisions of the Indenture or terms defined therein are
referred to, such provisions or definitions are incorporated by reference as a
part of the statements made and the statements are qualified in their entirety
by such reference.
General
The Notes are issuable in any amount and will mature on the demand of the
Investor. The Notes are unsecured and rank equally and ratably with all other
unsecured and unsubordinated indebtedness of the Company. Neither the Indenture
nor any other instrument to which the Company is a party limits the principal
amount of the Notes or any other indebtedness of the Company that may be
issued. The Notes will not be subject to any sinking fund. The Notes will be
issued in uncertificated form and Investors will not receive any certificate or
other instrument evidencing the Company's indebtedness. All funds invested in
Notes together with interest accrued thereon, and redemptions, if any, will be
recorded on a register maintained by the Agent Bank.
Optional Redemption By The Company
The Company may redeem, at any time at its option, all or any part of the
Notes. Any partial redemption of Notes will be effected by lot or pro rata or
by any other method that is deemed fair and appropriate by the Trustee, except
that the Company may redeem all of the Notes held in an Account not meeting
guidelines established by the GE Interest Plus Committee. The Company will give
at least 30 days prior written notice to an Investor whose Note is to be
redeemed. The Note (or portion thereof) being so redeemed, plus accrued and
unpaid interest thereon to, but not including, the date of redemption, will be
paid by check to the registered holder of the Note. Interest
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on the redeemed amount shall cease to accrue on and after the effective date of
redemption.
Modification Of The Indenture
The Indenture permits the Company and the Trustee, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the Notes at
the time outstanding, to add any provisions to or change in any manner or
eliminate any of the provisions of the Indenture or modify in any manner the
rights of the holders of Notes, provided that no such addition or modification
shall, among other things (i) change the character of the Notes from being
payable upon demand, (ii) reduce the principal amount of any Note or (iii)
reduce the aforesaid percentage of principal amount of such Notes, the consent
of the holders of which is required for any addition or modification, without
in each case the consent of the holder of each such Note so affected.
Events Of Default
An Event of Default with respect to the Notes is defined in the Indenture as
being: default in payment of any principal or interest on any Note when due and
continuance of such default for a period of 20 days, provided that an
administrative error shall not be considered an Event of Default unless such
error shall have continued uncorrected for a period of 30 days after written
notice to the Agent Bank and the Trustee (with a copy to the Company), the
Trustee to be the sole judge of whether the error has been corrected; default
for 60 days after written notice to the Company in the performance of any other
covenant in the respect of the Notes; or certain events in bankruptcy,
insolvency or reorganization. The Indenture requires the Company to file with
the Trustee annually a written statement as to the presence or absence of
certain defaults under the terms thereof. The Trustee shall, within 90 days
after the occurrence of a default in respect of the Notes, give to the holders
thereof notice of all uncured and unwaived defaults known to it (the term
default to mean the events specified above without grace periods); provided
that, except in the case of default in the payment of principal or interest on
any of the Notes, the Trustee shall be protected in withholding such notice if
it in good faith determines that the withholding of such notice is in the
interests of the holders of the Notes. The Indenture provides that during the
continuance of an Event of Default, either the Trustee thereunder or the
holders of 25% in aggregate principal amount of the outstanding Notes may
declare the principal of all such Notes to be due and payable immediately, but
under certain conditions such declaration may be annulled by the holders of a
majority in principal amount of such Notes then outstanding. The Indenture
provides that past defaults with respect to the Notes (except, unless
theretofore cured, a default in payment of principal of or interest on any of
the Notes) may be waived on behalf of the holders of all Notes by the holders
of a majority in principal amount of such Notes then outstanding.
Concerning The Trustee
The Trustee acts as trustee under several other indentures with the Company,
pursuant to which a number of series of senior, unsecured notes of the Company
are presently outstanding.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis through GECC Capital Markets Group,
Inc., a wholly owned subsidiary of the Company, acting as agent. The offering
is being made pursuant to the provisions of Schedule E to the By-Laws of The
National Association of Securities Dealers, Inc. No commissions will be paid to
such agent for any sales resulting from its efforts. The Company also may from
time to time designate other agents through whom Notes may be offered. The
Company
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reserves the right to withdraw, cancel or modify the offer to sell Notes at any
time. The Company has the sole right to accept offers to purchase Notes and may
reject any proposed purchase of Notes in whole, or in part.
LEGAL OPINIONS
The legality of the Notes has been passed upon for the Company by Nancy E.
Barton, a director and Senior Vice President, General Counsel and Secretary of
the Company. Any future opinions as to the legality of the Notes will be
delivered by Ms. Barton or by Bruce C. Bennett, Associate General
Counsel--Treasury Operation and Assistant Secretary of the Company. 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 General Electric
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.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
Page
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Available Information................... 2
Documents Incorporated by Reference..... 2
The GE Interest Plus Program............ 2
The Company............................. 5
Use of Proceeds......................... 5
Certain Terms of the Notes.............. 5
Plan of Distribution.................... 6
Legal Opinions.......................... 7
Experts................................. 7
GE INTEREST PLUS
GENERAL ELECTRIC
CAPITAL CORPORATION
$3,000,000,000
VARIABLE DENOMINATION FLOATING
RATE DEMAND NOTES
[GE LOGO]
For information concerning GE Interest Plus write to:
GE INTEREST PLUS
P.O. BOX 75969
CHICAGO, ILLINOIS 60675-5969
OR PHONE:
1-800-433-4480
FOR RATE INFORMATION
1-800-433-4480
Prospectus
