<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1997
FILE NO.
================================================================================
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 issuer 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 OPERATION 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 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, check the following box. [X]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Guarantees, Letters of Credit and
Notes or Loan Obligations(2).... $1,000,000,000 100% $1,000,000,000 $303,031
========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) Includes interests in the Guarantees, Letter of Credit Obligations and Notes
or Loan Obligations offered from time to time to bondholders referred to
herein.
---------------------
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 GUARANTEES, LETTERS OF CREDIT, NOTES AND LOAN OBLIGATIONS REGISTERED
PURSUANT TO REGISTRATION STATEMENT NO. 33-51793 PREVIOUSLY FILED BY THE
REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON JUNE 3, 1994.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
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.
SUBJECT TO COMPLETION DATED FEBRUARY 24, 1997
PROSPECTUS
- ---------------------
GENERAL ELECTRIC CAPITAL CORPORATION
GUARANTEES, LETTERS OF CREDIT AND NOTES OR LOAN OBLIGATIONS,
INCLUDING INTERESTS THEREIN
General Electric Capital Corporation (the "Company") may offer from time to
time its senior, unsecured guarantees (the "Guarantees"), direct-pay letters of
credit (the "Letters of Credit") and indebtedness evidenced by notes or loan
obligations (the "Notes or Loan Obligations" and, collectively with the
Guarantees and the Letters of Credit, the "Support Obligations"), including in
each case interests therein ("Interests").
It is expected that the Support Obligations will be issued from time to
time by the Company in conjunction with structured finance or other transactions
in which the Company participates. Unless otherwise provided in the accompanying
Prospectus Supplement, the Support Obligations will not be sold separately from
the securities to which an issuance of Support Obligations relates (the
"Underlying Securities"), will not be severable from the Underlying Securities
and will not be separately traded. Interests in the Support Obligations will be
offered to holders of the related Underlying Securities. Interests will not be
severable from the Support Obligations and will not be separately traded. The
Underlying Securities will be offered by means of an offering document issued by
the obligor or obligors thereunder, and will not be offered by this Prospectus
or the accompanying Prospectus Supplement. However, this Prospectus and the
accompanying Prospectus Supplement will be delivered in conjunction with the
offering document relating to the Underlying Securities, whether at the time of
initial offers and sales of the Underlying Securities or at subsequent resales
or remarketings or other transactions in which the offering document relating to
the Underlying Securities is delivered.
The Support Obligations will be offered on terms determined at the time of
sale. The accompanying Prospectus Supplement sets forth the specific terms of
the relevant Support Obligations. 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.
February , 1997
<PAGE> 3
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. This Prospectus and the accompanying Prospectus Supplement do not
constitute an offer or solicitation of any Underlying Security.
---------------------
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. Copies are also available to the public on the SEC Internet site
(http://www.sec.gov.). 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 fiscal year ended December 31, 1995 and the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30,
1996, June 29, 1996 and September 28, 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 the Registration Statement of which this
Prospectus is a part and prior to the termination of the offering of the Support
Obligations and the related Interests 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 Operation and Assistant Secretary, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone
No. (203) 357-4000.
THE COMPANY
General Electric Capital Corporation (herein together with its consolidated
affiliates called the "Company" or "GE Capital" 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
2
<PAGE> 4
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 GE Capital involves
products that are manufactured by GE Company.
The Company operates in four financing industry segments and in a specialty
insurance industry segment. GE Capital's financing activities include a full
range of leasing, lending, equipment management services and annuities. The
Company's specialty insurance activities include providing financial guaranty
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 service and financial services organizations. GE Capital's
operations are subject to a variety of regulations in their respective
jurisdictions.
Services of the Company are offered primarily in the United States of
America, 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 COMBINED FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
- ---------------------------------------- NINE MONTHS
1991 1992 1993 1994 1995 ENDED SEPTEMBER 28, 1996
- ---- ---- ---- ---- ---- ------------------------
<S> <C> <C> <C> <C> <C>
1.34 1.44 1.62 1.63 1.51 1.56
</TABLE>
For purposes of computing the consolidated ratio of earnings to combined
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
Unless otherwise provided in the Prospectus Supplement accompanying this
Prospectus, the Company will not receive any cash proceeds from the issuance of
the Support Obligations and related Interests offered hereby and by the
accompanying Prospectus Supplement.
PLAN OF DISTRIBUTION
Unless otherwise provided in the Prospectus Supplement accompanying this
Prospectus, neither the Support Obligations nor the related Interests will be
offered or sold separately from the Underlying Securities to which they relate.
Such Underlying Securities will be offered and sold pursuant to a separate
offering document.
GE Capital Services, which owns all of the outstanding common stock of the
Company, 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 100% of the issued
and outstanding 9% Cumulative Redeemable Preferred Stock, Series C and 6%
Cumulative Convertible Redeemable Preferred Stock, Series A of PaineWebber. As a
result, any offering of Support Obligations is required to be made in compliance
with the applicable provisions of Rule 2720 of the Rules of the National
Association of Securities Dealers, Inc. ("NASD") (formerly known as Schedule E
to the By-laws of the NASD), which Rule applies to offerings of securities of
issuers deemed by such Rule to be affiliated with NASD members. In accordance
therewith, no underwriter or dealer may confirm sales of Support Obligations to
accounts over which they exercise discretionary authority.
3
<PAGE> 5
DESCRIPTION OF SUPPORT OBLIGATIONS AND INTERESTS
GENERAL
Support Obligations may include Guarantees, Letters of Credit or Notes or
Loan Obligations that are issued in connection with, and as a means of credit
support for, any part of a fixed or contingent payment obligation of Underlying
Securities issued by third parties. Issuers of Underlying Securities may or may
not be affiliated with the Company. A holder of an Underlying Security will also
hold uncertificated Interests in the related Support Obligation, representing
the credit enhancement of such holder's Underlying Security afforded by the
related Support Obligation.
Support Obligations that are issued in the form of Notes or Loan
Obligations, and the related Interests, are to be issued under an Indenture,
dated as of June 3, 1994 (the "Indenture"), between the Company and The Chase
Manhattan Bank, as successor trustee (the "Trustee"). To the extent that the
following disclosure summarizes certain provisions of the Indenture, such
summaries do not purport to be complete, and are subject to, and are qualified
in their entirety by reference to, all the provisions of the Indenture, a form
of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
The terms and conditions of any Support Obligation and related Interests
will be determined by the terms and conditions of the related Underlying
Securities, and may vary from the general descriptions set forth below. A
complete description of the terms and conditions of any Support Obligations and
related Interests issued pursuant to this Prospectus will be set forth in the
accompanying Prospectus Supplement.
Any Support Obligations and related Interests will be unsecured and will
rank pari passu (equally and ratably) with all other unsecured and
unsubordinated indebtedness of the Company. The terms of a particular Support
Obligation may provide that a different Support Obligation may be substituted
therefor, upon terms and conditions described in the applicable Prospectus
Supplement, provided that such substitution is carried out in conformity with
the Securities Act of 1933 and the rules and regulations thereunder. Unless
otherwise specified in the accompanying Prospectus Supplement, each Support
Obligation will be governed by the law of the State of New York. Neither the
Indenture (with respect to Notes and Loan Obligations) nor any other document or
instrument (with respect to other forms of Support Obligations) will limit the
amount of Support Obligations or Interests that may be issued thereunder.
Neither the Indenture (with respect to Notes and Loan Obligations) nor any other
document or instrument (with respect to other forms of Support Obligations) will
contain any provisions that limit the ability of the Company to incur
indebtedness or that afford holders of Support Obligations or Interests
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.
The Company undertakes to procure a rating with respect to any Support
Obligations offered hereby from at least one nationally recognized rating
organization (currently anticipated to be either Moody's Investors Service, Inc.
or Standard & Poor's Corporation) prior to the sale of any such Support
Obligations. It is anticipated that any Support Obligation will be rated at
least AA by Standard & Poor's Corporation or Aa by Moody's Investor's Service
Inc., and in no event will any Support Obligation be rated below investment
grade by either such rating organization. The details for such rating or ratings
will be contained in the accompanying Prospectus Supplement.
The various forms of Support Obligations described below are intended to be
issued in conjunction with structured finance or other transactions in which the
Company participates. The following hypothetical structured finance transaction
is illustrative of the type of transaction that could lead to the issuance by
the Company of a Support Obligation and related Interests hereunder. Actual
transactions could vary, and will be described in detail in the Prospectus
Supplement accompanying this Prospectus.
GE Capital is an active participant in structuring energy finance
transactions. In such a transaction, GE Capital could create a limited
partnership with an unaffiliated third party and arrange the financing to enable
the partnership to construct, own and operate a cogeneration facility (the
"Project"). Financing for the facility would be obtained from a local
governmental authority (the "Authority"), which would issue
4
<PAGE> 6
industrial development bonds to finance the Project, which are referred to
herein as the Underlying Securities. The Underlying Securities would be exempt
from the Securities Act of 1933 pursuant to Section 3(a)(2) thereof. Typically,
the proceeds of the offering would be on-lent by the Authority directly to the
Project. To reduce the Project's borrowing costs, GE Capital, which has a higher
credit rating than any Project would be able to obtain, would provide credit
support for the Underlying Securities in one of the following ways:
- By issuing for the benefit of the registered owners of the Underlying
Securities a guarantee of the payment by the Project of principal,
premium, if any, and interest on the Underlying Securities;
- By issuing for the benefit of the registered owners of the Underlying
Securities a direct-pay letter of credit allowing the registered owners to
draw from GE Capital any amounts not paid by the Project with respect to
principal, premium, if any, or interest on the Underlying Securities; or
- By issuing a note or other form of evidence of indebtedness, whether
pursuant to a loan agreement or directly, to the Authority when the
Authority on-lends the proceeds of the Underlying Securities issue to GE
Capital. GE Capital then on-lends the proceeds to the Project. This
structure gives the holders of the Underlying Securities the benefit of
the higher credit rating of GE Capital.
More detailed descriptions of these forms of Support Obligations follow.
GUARANTEES
Any Guarantees issued from time to time by the Company for the benefit of
registered owners of specified Underlying Securities will include the following
terms and conditions, plus any additional terms specified in the accompanying
Prospectus Supplement.
A Guarantee will provide that the Company unconditionally guarantees the
due and punctual payment of the principal, interest (if any), premium (if any)
and all other amounts due under the applicable Underlying Securities when the
same shall become due and payable, whether at maturity, pursuant to mandatory or
optional prepayments, by acceleration or otherwise, in each case after any
applicable grace periods or notice requirements, according to the terms of the
applicable Underlying Securities. Any Guarantee shall be unconditional
irrespective of the validity or enforceability of the applicable Underlying
Security, any change or amendment thereto or any other circumstances that may
otherwise constitute a legal or equitable discharge or defense of a guarantor.
However, the Company will not waive presentment or demand of payment or notice
with respect to the applicable Underlying Security unless otherwise provided in
the accompanying Prospectus Supplement.
The Company shall be subrogated to all rights of the issuer of the
applicable Underlying Securities in respect of any amounts paid by the Company
pursuant to the provisions of a Guarantee. The Guarantee shall continue to be
effective or reinstated, as the case may be, if at any time any payment made by
the issuer of the applicable Underlying Security is rescinded or must otherwise
be returned upon the insolvency, bankruptcy or reorganization of the Company,
the issuer of the applicable Underlying Security or otherwise.
LETTERS OF CREDIT
Any direct-pay Letters of Credit issued from time to time by the Company
relating to specified Underlying Securities shall include the following terms
and conditions, plus any additional terms specified in the accompanying
Prospectus Supplement.
Any Letter of Credit will be a direct-pay obligation of the Company issued
for the account of the registered owners of the applicable Underlying Securities
or, in certain cases, an agent acting on behalf of the issuer of the applicable
Underlying Securities or a trustee acting on behalf of such registered owners.
The Letter of Credit will be issued in an amount that corresponds to principal
and, if applicable, interest and other payments payable with respect to the
applicable Underlying Securities. Drawings under the Letter of Credit will
reduce the amount available under the Letter of Credit, but drawings of a
recurring nature (such as interest) will automatically be reinstated following
the date of such payment provided such Letter of Credit has not otherwise
expired.
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<PAGE> 7
The Letter of Credit will expire at a date and time specified in the
accompanying Prospectus Supplement, and will also expire upon the earlier
occurrence of certain events, as described in the accompanying Prospectus
Supplement.
NOTES OR LOAN OBLIGATIONS
The Company may incur indebtedness from time to time to the issuer of
Underlying Securities, such indebtedness to be evidenced by promissory notes
("Notes") or by loan agreements or other evidences of indebtedness ("Loan
Obligations"). The purpose of incurring such indebtedness and issuing any such
Note or Loan Obligation will be to enable the Company, directly or indirectly,
to provide credit support to the applicable Underlying Securities by means of
the Company's repayment obligation as evidenced by the Note or Loan Obligation.
The Notes or Loan Obligations will provide that only the issuer of the
Underlying Securities to which such Notes or Loan Obligations relate or such
issuer's assignee will be entitled to enforce such Notes or Loan Obligations
against the Company. Holders of the relevant Underlying Securities will not have
any third party beneficiary or other rights under, or be entitled to enforce,
the relevant Notes or Loan Obligations. The terms and provisions of any such
Note or Loan Obligation, including principal amount, provisions or interest and
premium, if applicable, maturity, prepayment provisions, if any, and identity of
obligee, will be described in the applicable Prospectus Supplement.
MODIFICATION OF THE INDENTURE
The following provisions will apply to any Support Obligation issued
pursuant to 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 Support
Obligations of each series issued pursuant to the Indenture affected outstanding
and Interests of such series (voting together as a single class), 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 the Support
Obligations of each such series, provided that no such addition or modification
shall (i) among other things, reduce the principal amount of any such Support
Obligation, or (ii) reduce the aforesaid percentage of principal amount of such
Support Obligations 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 Support Obligation so affected. (Section 10.2)
EVENT OF DEFAULT
The following provisions will apply to any Support Obligation issued
pursuant to the Indenture.
Any Event of Default with respect to any series of Support Obligations
issued pursuant to the Indenture is defined in the Indenture as being (a)
default in any payment of principal or premium, if any, or interest on any
Support Obligation of such series in accordance with the terms of the related
Credit Support Agreement; or (b) any other Event of Default as defined in the
related Credit Support Agreement to the extent specifically identified pursuant
to Section 2.2 of the Indenture. (Section 6.1.) The 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 4.5.)
No Event of Default with respect to a particular series of Support Obligations
under the Indenture necessarily constitutes an Event of Default with respect to
any other series of Support Obligations issued thereunder or other series of
Support Obligations not entitled to the benefits of the Indenture.
The Indenture provides that during the continuance of an Event of Default
with respect to any series of Support Obligations issued pursuant to the
Indenture, either the Trustee or the holders of 25% in aggregate principal
amount of the outstanding Support Obligations of such series and the Interests
of such series (voting together as a single class) may declare the principal of
all such Support Obligations 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 Support Obligations then outstanding. The Indenture
provides that past defaults with respect to a particular series of Support
Obligations issued pursuant to the Indenture (except, unless theretofore cured,
a default in payment of principal of, or interest on any of the Support
Obligations of such
6
<PAGE> 8
series) may be waived on behalf of the holders of all Support Obligations of
such series by the holders of a majority in principal amount of such Support
Obligations then outstanding. (Sections 6.1 and 6.7.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default with respect to any series of Support
Obligations issued pursuant to the Indenture shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers
under the Indenture at the request, order or direction of any holders of Support
Obligations of any series issued thereunder unless such holders shall have
offered to the Trustee reasonable indemnity. (Section 6.4.) Subject to such
indemnification provision, the Indenture provides that the holders of a majority
in principal amount of the Support Obligations of any series issued pursuant to
the Indenture and the Interests of such series (voting together as a single
class) 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, or exercising any trust or power conferred on the Trustee with
respect to the Support Obligations of such series, provided that the 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 6.7.)
CONCERNING THE TRUSTEE
The Chase Manhattan Bank 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.
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, the Trustee under the
Indenture pursuant to which any of the Support Obligations to which the
Prospectus Supplement accompanying this Prospectus relates are to be issued
pursuant to the Indenture, are described in such Prospectus Supplement.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the Support Obligations will be
passed upon for the Company by 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. 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 by reference 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.
7
<PAGE> 9
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..................................... $303,031
Accounting Fees and Expenses.............................................. 28,000*
Printing and Engraving Fees............................................... 20,000*
Miscellaneous............................................................. 2,000
--------
Total........................................................... $353,031
========
</TABLE>
- ---------------
* Estimated, and subject to future contingencies.
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 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 that 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
directory 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
II-1
<PAGE> 10
were the result of active and deliberate dishonesty and were material to the
cause so adjusted, or that he personally gained a financial profit or other
advantage to which he was not legally entitled. The By-Laws of the Company
provide that directors and officers of the Company shall be indemnified to the
fullest extent permitted by law in connection with any actual or threatened
action or proceeding (including civil, criminal, administrative or investigative
proceedings) arising out of 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.
Any indemnification arrangements made in connection with the distribution
of any Support Obligations will be described in the applicable Underwriting
Agreement or similar instrument governing such distribution which will be filed
as an amendment to this Registration Statement.
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 1974.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ -------------------------------------------------------------------------------
<C> <S> <C>
4(a) -- Indenture, dated as of June 3, 1994, between the Company and Mercantile-Safe
Deposit and Trust Company (Incorporated by reference to Exhibit 4 to the
Company's Registration Statement on Form S-3 (No. 33-51793))
(b) -- First Supplemental Instrument of Resignation, Appointment and Acceptance, dated
as of August 14, 1996, among the Company, The Chase Manhattan Bank, as
Successor Trustee, and The Bank of New York, as resigning Trustee.
(c) -- First Supplemental Indenture, dated as of February 1, 1997, between the Company
and The Chase Manhattan Bank.
5 -- Opinion and consent of Bruce C. Bennett, Associate General Counsel -- Treasury
Operation and Assistant Secretary of the Company.
12 -- Computation of ratio of earnings to fixed charges.
23 -- Consent of KPMG Peat Marwick LLP.
Consent of Bruce C. Bennett (included in his opinion referred to in Exhibit 5
above).
24 -- Power of Attorney.
99 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank in respect of the Indenture filed as
Exhibit 4.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) To remove from registration by means
of post-effective amendment any of the securities being registered which remain
unsold
II-2
<PAGE> 11
at the termination of the offering; (4) That, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successfully defense of any action, suit or
proceeding) is asserted by such director, officer of 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act of 1939 (the "TIA") in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the TIA.
II-3
<PAGE> 12
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 24 day of February, 1997.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ JEFFREY S. WERNER
--------------------------------------
Jeffrey S. Werner
Senior Vice President -- Corporate
Treasury and Global Funding Operation
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ------------------
<C> <S> <C>
* Chairman of the Board and February 24, 1997
- --------------------------------------------- Chief Executive Officer
Gary C. Wendt (Principal Executive
Officer)
* President, Chief Operating February 24, 1997
- --------------------------------------------- Officer and Director
Denis J. Nayden
* Senior Vice President, February 24, 1997
- --------------------------------------------- Finance and Director
James A. Parke (Principal Financial
Officer)
* Senior Vice President --
- --------------------------------------------- Corporate Treasury and
Jeffrey S. Werner Global Funding Operation
* Vice President and
- --------------------------------------------- Controller
Joan C. Amble (Principal Accounting
Officer)
* Director
- ---------------------------------------------
Nigel D.T. Andrews
* Director
- ---------------------------------------------
Nancy E. Barton
* Director
- ---------------------------------------------
James R. Bunt
* Director
- ---------------------------------------------
Dennis D. Dammerman
* Director
- ---------------------------------------------
Paolo Fresco
Director
- ---------------------------------------------
Dale F. Frey
</TABLE>
I,1
February 24, 1997
<PAGE> 13
<TABLE>
<C> <S> <C>
Director
- ---------------------------------------------
Benjamin W. Heineman, Jr.
* Director
- ---------------------------------------------
Robert L. Nardelli
* Director
- ---------------------------------------------
Michael A. Neal
* Director
- ---------------------------------------------
John M. Samuels
* Director
- ---------------------------------------------
Edward D. Stewart
* Director
- ---------------------------------------------
John F. Welch, Jr.
*By: /s/ JEFFREY S. WERNER
- ---------------------------------------------
Attorney-in-Fact
</TABLE>
I,2
February 24, 1997
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
------- ------------------
PAGE
--
<C> <S> <C>
4(b) -- First Supplemental Instrument of Resignation, Appointment and Acceptance,
dated as of August 14, 1996, among the Company, The Chase Manhattan Bank, as
Successor Trustee, and The Bank of New York, as resigning Trustee.............
4(c) -- First Supplemental Indenture, dated as of February 1, 1997, between the
Company and The Chase Manhattan Bank..........................................
5 -- Opinion and Consent of Bruce C. Bennett, Associate General Counsel -- Treasury
Operation and Assistant Secretary of the Company..............................
12 -- Computation of ratio of earnings to fixed charges.............................
23 -- Consent of KPMG Peat Marwick LLP..............................................
24 -- Power of Attorney.............................................................
99 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank in respect of the Indenture filed as
Exhibit 4.....................................................................
</TABLE>
<PAGE> 1
EXHIBIT 4(b)
FIRST SUPPLEMENTAL INSTRUMENT OF RESIGNATION, APPOINTMENT AND
ACCEPTANCE, dated as of August 14, 1996, supplementing the Instrument of
Resignation, Appointment and Acceptance dated as of May 15, 1995, among General
Electric Capital Corporation, a New York corporation having its principal office
at 260 Long Ridge Road, Stamford, CT 06927 (the "Company"), The Chase Manhattan
Bank, a corporation duly organized and existing under the laws of the State of
New York, having its corporate trust office at 450 West 33rd St., New York, New
York 10001 (the "Successor Trustee"), and The Bank of New York, a corporation
duly organized and existing under the laws of the State of New York, having its
principal corporate trust office at 101 Barclay Street, New York, New York 10286
(the "Resigning Trustee").
RECITALS
WHEREAS, pursuant to an Instrument of Resignation, Appointment and
Acceptance dated as of May 15, 1995, the Resigning Trustee resigned as Trustee
under certain indentures named in such Instrument (the "May 15, 1995
Indentures") and the Company appointed the Successor Trustee to succeed the
Resigning Trustee, and the Successor Trustee accepted its appointment as
Trustee, under each of the May 15, 1995 Indentures;
WHEREAS, the Company may issue from time to time certain Notes and Loan
Obligations and Interests therein ("Securities") under an Indenture dated as of
June 3, 1994 (the "June 3, 1994 Indenture");
AND WHEREAS, in addition to May 15, 1995 Indentures, the Resigning
Trustee wishes to resign as Trustee under the June 3, 1994 Indenture, and the
Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee
as Trustee under the June 3, 1994 Indenture, and the Successor Trustee wishes to
accept its appointment as Trustee under the June 3, 1994 Indenture;
NOW THEREFORE, the Company, the Resigning Trustee and the Successor
Trustee agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
SECTION 101. Pursuant to Section 7.10 of the June 3, 1994 Indenture,
the Resigning Trustee has given written notice of its resignation to the Company
that the Resigning Trustee is resigning as Trustee under the Indenture.
SECTION 102. The Resigning Trustee hereby represents and warrants to
the Successor Trustee that:
<PAGE> 2
a. To the best of the knowledge of the Responsible Officers of
the Resigning Trustee assigned to its Corporate Trust Department, no
"event of default" (as defined in Section 6.01 of the Indenture) and no
event which, after notice or lapse of time or both, would become an
event of default, has occurred and is continuing under the Indenture.
b. No covenant or condition, contained in the Indenture has
been waived by the Resigning Trustee or by the Holders of the
percentage in aggregate principal amount of the Securities required by
the Indenture to effect any such waiver;
c. There is no action, suit, or proceeding pending or, to the
best of the knowledge of the Responsible Officers of the Resigning
Trustee assigned to its Corporate Trust Department, threatened against
the Resigning Trustee before any court or government authority arising
out of any action or omission by the Resigning Trustee as Trustee under
the Indenture.
d. The Resigning Trustee has furnished, or as promptly as
practicable will furnish, to the Successor Trustee originals or copies
(in the event originals are not available) of all documents relating to
the trust created by the Indenture and all information in the
possession of its Corporate Trust Department relating to the
administration and status thereof and will furnish to the Successor
Trustee any of such documents or information the Successor Trustee may
select, provided that the Successor Trustee will make available to the
Resigning Trustee as promptly as practicable following the request of
the Resigning Trustee any such original documents which the Resigning
Trustee may need to defend against any action, suit, or proceedings
against the Resigning Trustee as Trustee under the Indenture or which
the Resigning Trustee may need for any other purposes; and
e. The Resigning Trustee has lawfully and fully discharged its
duties as Trustee under the Indenture.
SECTION 103. The Resigning Trustee hereby assigns, transfers, delivers
and confirms to the Successor Trustee all right, title, and interest of the
Resigning Trustee in and to the trusts under the Indenture and all the rights,
powers, and trusts of the Trustee under the Indenture. The Resigning Trustee
shall execute and deliver such further instruments and shall do such things as
the Successor Trustee may reasonably require so as to more fully and certainly
vest and confirm in the Successor Trustee all the rights, trusts, and powers
hereby assigned, transferred, delivered, and confirmed to the Successor Trustee.
SECTION 104. The Resigning Trustee agrees to indemnify the Successor
Trustee against any loss, liability, or expense (including the costs and
expenses of defending against any claim of liability) incurred by the Successor
Trustee by reason of any negligence or bad faith by the Resigning Trustee or its
employees in the performance of its duties under the Indenture while the
2
<PAGE> 3
Trustee. The Successor Trustee, following receipt of actual knowledge by its
Corporate Trust Administration Division of any claim for which the Successor
Trustee may seek indemnity, shall as promptly as practicable notify the
Resigning Trustee of such claim. The Resigning Trustee shall not be obligated to
indemnify the Successor Trustee with respect to defense of any such claim which
the Successor Trustee voluntarily settles without consent of the Resigning
Trustee.
ARTICLE TWO
THE COMPANY
SECTION 201. The Company hereby appoints, pursuant to Section 7.10 of
the June 3, 1994 Indenture, the Successor Trustee as Trustee under the Indenture
and confirms to the Successor Trustee all the rights, power, and trusts of the
Trustee under the Indenture. The Company shall execute and deliver such further
instruments and shall do such other things as the Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in the
Successor Trustee all the rights, trusts, and powers hereby assigned,
transferred, delivered, and confirmed to the Successor Trustee.
SECTION 202. The Successor Trustee will not be obligated to cause a
notice to be sent to holders of the Securities as no Securities are outstanding
on the date hereof.
SECTION 203. The Company hereby represents and warrants to the
Successor Trustee that:
a. It is a duly incorporated and existing corporation in good
standing under the laws of the State of New York and has full power to
execute and deliver this instrument;
b. This instrument has been duly and validly authorized,
executed, and delivered by the Company and constitutes a legal, valid,
and binding obligation of the Company;
c. The Indenture complies with the Trust Indenture Act of
1939, as amended, and has been duly qualified thereunder and is a
legal, valid, and binding obligation of the Company;
d. The Company has performed or fulfilled each covenant,
agreement and condition on its part to be performed or fulfilled under
the Indenture;
e. The Company has no knowledge of the existence of any
default, event of default, or any event which upon notice or passage of
time or both would become an event of default under the Indenture;
3
<PAGE> 4
f. The Company has not appointed any paying agent under the
Indenture; and
g. The Company will continue to perform the obligations
undertaken by it under the Indenture.
SECTION 204. The Company hereby agrees to provide the Successor
Trustee, on or prior to the date hereof, evidence reasonably satisfactory to the
Successor Trustee as to the matters set forth in Section 203(b) above.
ARTICLE THREE
THE SUCCESSOR TRUSTEE
SECTION 301. The Successor Trustee hereby represents and warrants to
the signing Trustee and to the Company that the Successor Trustee is qualified
under the provisions of Section 310 of the Trust Indenture Act of 1939, as
amended, to act as Trustee under the Indenture.
SECTION 302. The Successor Trustee hereby accepts, pursuant to Section
7.11 of the June 3, 1994, its appointment as Trustee under the Indenture and
shall hereby be vested with all the authority, rights, powers, trusts,
immunities, duties, and obligations of the Trustee under the Indenture.
ARTICLE FOUR
MISCELLANEOUS
SECTION 401. Except as otherwise expressly provided or unless the
context otherwise requires all terms used herein which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
SECTION 402. (a) This instrument and the resignation, appointment, and
acceptance affected hereby shall be effective as of the date first above written
upon the execution and delivery hereof by each of the parties hereto.
(b) Simultaneously with the execution and delivery of the instrument by
each of the parties hereto, the Resigning Trustee and the Successor Trustee
shall each deliver a copy of their respective Signature Resolutions and the
Company shall deliver a copy of an Incumbency Certificate to each of the other
parties hereto.
SECTION 403. Notwithstanding the resignation of the Resigning Trustee
effected hereby, the Company shall remain obligated to compensate, reimburse,
and indemnify the Resigning Trustee in connection with its trusteeship under the
Indenture as provided in the Indenture.
4
<PAGE> 5
SECTION 404. This instrument shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Indenture and its
construction.
SECTION 405. This instrument may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Instrument of Resignation, Appointment and Acceptance to be duly
executed and their respective seals to be affixed hereunto and duly attested all
as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Issuer
[CORPORATE SEAL]
By: /s/ JEFFREY S. WERNER
-------------------------------------
Jeffrey S. Werner
Senior Vice President, Corporate
Treasury and Global Funding Operation
ATTEST:
/s/ Assistant Secretary
- ------------------------------
Title:
THE BANK OF NEW YORK,
as Resigning Trustee
[CORPORATE SEAL]
By: /s/ HELEN M. COTIAUX
-------------------------------------
Helen M. Cotiaux
Vice President
ATTEST:
/s/ Assistant Vice President
- ------------------------------
Title:
THE CHASE MANHATTAN BANK,
as Successor Trustee
[CORPORATE SEAL]
By: /s/ MARY A. LEWICKI
-------------------------------------
Mary A. Lewicki
Second Vice President
ATTEST:
/s/ Assistant Treasurer
- ------------------------------
Title:
6
<PAGE> 7
STATE OF CONNECTICUT )
) s.s.:
COUNTY OF FAIRFIELD )
On the 14th day of August, 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 98 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 said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to the authority of the Board of Directors of
said corporation; and that he signed his name thereto pursuant to like
authority.
/s/ NOTARY PUBLIC
---------------------------
Notary Public
7
<PAGE> 8
STATE OF NEW YORK )
) s.s.:
COUNTY OF NEW YORK )
On the 16th day of August, 1996, before me personally came Mary A.
Lewicki, to me known, who being by me duly sworn, did depose and say that she
resides at 16 Cedar Avenue, Staten Island, New York 10305; that she is the
Second Vice President of THE CHASE MANHATTAN BANK, one of the corporations
described in and which executed the above instrument; that she knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed pursuant to the authority of the
Board of Directors of said corporation; and that she signed her name thereto
pursuant to like authority.
/s/ NOTARY PUBLIC
-----------------------------
Notary Public
8
<PAGE> 9
STATE OF NEW YORK )
) s.s.:
COUNTY OF NEW YORK )
On the 20th day of August, 1996, before me personally came Helen M.
Cotiaux, to me known, who being by me duly sworn, did depose and say that she
resides at 200 E. 24th Street, New York, New York 10010; that she is the Vice
President of THE BANK OF NEW YORK, one of the corporations described in and
which executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to the authority of the Board of Directors of
said corporation; and that she signed her name thereto pursuant to like
authority.
9
<PAGE> 1
EXHIBIT 4(c)
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1997, between
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called
the "Company"), and THE CHASE MANHATTAN BANK, a corporation organized and
existing under the laws of the State of New York, as successor trustee
(hereinafter called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 3, 1994 (hereinafter called the
"Indenture"), pursuant to which the Company may issue in series from time to
time (i) unsecured Notes or Loan Obligations and (ii) Interests therein
(collectively, the "Securities"). All terms used in this First Supplemental
Indenture that are defined in the Indenture shall have the meanings assigned to
them in the Indenture;
WHEREAS, Section 10.1(c) of the 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 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 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 Indenture shall apply
to Securities authenticated and delivered by the
Trustee under this Indenture on or after the date of
this First Supplemental Indenture:
(i) LIMITATION ON LIENS. Section 4.4 of the
Indenture, and the corresponding reference
<PAGE> 2
2
thereto to the Table of Contents thereto, is hereby
deleted in its entirety.
(ii) SECURITIES TO BE SECURED IN CERTAIN EVENTS.
Section 11.2 of the 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 Section 10.01(b) of the Indenture: "or
as may be required by Section 11.2."
(v) CONFORMING CHANGES. Each of the following
section references in the Indenture are deleted and
replaced by the respective section references
indicated below:
CURRENT REFERENCE NEW REFERENCE
Section 4.5 Section 4.4
Section 11.3 Section 11.2
Section 11.4 Section 11.3
B. The following amendment to the 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 10.1(c) of the Indenture is
hereby amended by inserting the word "Outstanding"
before the word "Securities" therein.
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 Indenture; and
the 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.
<PAGE> 3
3
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, qualifies 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.
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, and
shall be entitled to all of the benefits of all of the
rights, privileges, immunities and indemnities of the
Trustee provided for in the Indenture.
<PAGE> 4
4
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: /s/ JEFFREY S. WERNER
------------------------------------------
Jeffrey S. Werner
Senior Vice President - Corporate Treasury
and Global Funding Operation
ATTEST:
/s/ SCOTT P.F. CAMERON
- -----------------------
Scott P.F. Cameron
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ MARY A. LEWICKI
------------------------------------------
Mary A. Lewicki
Second Vice President
ATTEST:
/s/ GEMMEL RICHARDS
- -----------------------
Gemmel Richards
Assistant Secretary
<PAGE> 5
STATE OF CONNECTICUT )
) s.s.:
COUNTY OF FAIRFIELD )
On the 10th day of February, 1997, 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.
/s/ NOTARY PUBLIC
------------------------------
Notary Public
<PAGE> 6
STATE OF NEW YORK )
) s.s.:
COUNTY OF )
On the 13th day of February, 1997, before me personally came Mary
Lewicki, to me known, who, being by me duly sworn, did depose and say that s/he
resides at Staten Island, that s/he is Second Vice President of The Chase
Manhattan Bank, 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.
/s/ NOTARY PUBLIC
------------------------------
Notary Public
<PAGE> 1
EXHIBIT 5
February 24, 1997
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
$1,000,000,000 aggregate principal amount of the Company's guarantees, letters
of credit, notes and other loan obligations and other credit support
obligations, and related interests therein (collectively, the "Credit Support
Obligations"), to be issued from time to time. Notes and other loan obligations,
and related interests therein, shall be issued under the indenture dated as of
June 3, 1994 between the Company and The Chase Manhattan Bank, N.A., as
Successor Trustee, as supplemented through the date hereof (the "Indenture").
In my opinion, when the issuance of the Credit Support Obligations and approval
of the final terms thereof have been duly authorized by appropriate corporate
action and the Credit Support Obligations have been duly executed, authenticated
and delivered against payment (if any) therefor, subject to the final terms of
the Credit Support Obligations being in compliance with then applicable law, the
Credit Support Obligations will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms and (in the case
of Credit Support Obligations that are notes or other loan obligations and
related interests therein) will entitle the holders thereof to the benefits
provided by the Indenture pursuant to which such Credit Support Obligations 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
<PAGE> 1
EXHIBIT 12
GENERAL ELECTRIC CAPITAL CORPORATION
AND CONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------------------------
SEPTEMBER 28, 1996 1995 1994 1993 1992 1991
------------------ ------- ------ ------ ------ ------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net earnings.......................... $1,980 $ 2,261 $1,918 $1,478 $1,251 $1,125
Provision for income taxes............ 900 1,071 896 664 415 362
Minority interest..................... 59 81 109 114 14 (7)
------ ------- ------ ------ ------ ------
Earnings before income taxes and
minority interest................... 2,939 3,413 2,923 2,256 1,680 1,480
------ ------- ------ ------ ------ ------
Fixed charges:
Interest and discount............... 5,121 6,520 4,464 3,503 3,713 4,280
One-third of rentals................ 126 170 153 138 90 34
------ ------- ------ ------ ------ ------
Total fixed charges................... 5,247 6,690 4,617 3,641 3,803 4,314
------ ------- ------ ------ ------ ------
Less interest capitalized, net of
amortization........................ 26 21 9 4 6 7
------ ------- ------ ------ ------ ------
Earnings before income taxes and
minority interest plus fixed
charges............................. $8,160 $10,082 $7,531 $5,893 $5,477 $5,787
====== ======= ====== ====== ====== ======
Ratio of earnings to fixed charges.... 1.56 1.51 1.63 1.62 1.44 1.34
====== ======= ====== ====== ====== ======
</TABLE>
<PAGE> 1
EXHIBIT 23
To the Board of Directors
General Electric Capital Corporation
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
February 24, 1997
<PAGE> 1
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 (the "Securities Act"), with respect to
$1,000,000,000 aggregate principal amount of the Corporation's guarantees,
letters of credit, notes and loan obligations and interests therein, 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 19th day of February, 1997.
/s/ GARY C. WENDT /s/ DENIS J. NAYDEN
- ---------------------------------- ----------------------------------
Gary C. Wendt Denis J. Nayden
Chairman of the Board and President, Chief Operating Officer
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ JAMES A. PARKE /s/ JOAN C. AMBLE
- ---------------------------------- ----------------------------------
James A. Parke Joan C. Amble
Senior Vice President, Vice President and Controller
Finance and Director (Principal Accounting Officer)
(Principal Financial Officer)
/s/ JEFFREY S. WERNER /s/ NIGEL D.T. ANDREWS
- ---------------------------------- ----------------------------------
Jeffrey S. Werner Nigel D.T. Andrews
Senior Vice President - Corporate Director
Treasury and Global Funding
Operation
<PAGE> 2
/s/ NANCY E. BARTON /s/ JAMES R. BUNT
- ---------------------------------- ----------------------------------
Nancy E. Barton James R. Bunt
Director Director
/s/ DENNIS D. DAMMERMAN /s/ PAOLO FRESCO
- ---------------------------------- ----------------------------------
Dennis D. Dammerman Paolo Fresco
Director Director
- ----------------------------------- ----------------------------------
Dale F. Frey Benjamin W. Heineman, Jr.
Director Director
/s/ ROBERT L. NARDELLI /s/ MICHAEL A. NEAL
- ---------------------------------- ----------------------------------
Robert L. Nardelli 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> 1
EXHIBIT 99
-------------------------------------------------------------------
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
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
(See table for additional registrants)
NEW YORK 13-1500700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(Address of principal executive offices) (Zip Code)
-------------------------
DEBT SECURITIES
(Title of Indenture securities)
--------------------------------------
<PAGE> 2
GENERAL
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.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(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.
None.
-2-
<PAGE> 3
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, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank).
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 24th day of February, 1997.
THE CHASE MANHATTAN BANK
By /s/ MARY LEWICKI
----------------------------
Mary Lewicki
Second Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1996, in accordance with
a call made by the Federal Reserve Bank of this District pursuant to
the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 11,095
Interest-bearing balances ......................... 4,998
Securities:
Held to maturity securities .......................... 3,231
Available for sale securities ........................ 38,078
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 IBF's:
Federal funds sold ................................ 8,018
Securities purchased under agreements to resell ... 731
Loans and lease financing receivables:
Loans and leases, net of unearned income .......... $130,513
Less: Allowance for loan and lease losses ......... 2,938
Less: Allocated transfer risk reserve ............. 27
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 127,548
Trading Assets ....................................... 48,576
Premises and fixed assets (including capitalized
leases) ........................................... 2,850
Other real estate owned .............................. 300
Investments in unconsolidated subsidiaries and
associated companies .............................. 92
Customer's liability to this bank on acceptances
outstanding ....................................... 2,777
Intangible assets .................................... 1,361
Other assets ......................................... 12,204
--------
TOTAL ASSETS ......................................... $261,859
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ...................................................... $ 80,163
Noninterest-bearing ...................................................... $ 30,596
Interest-bearing ......................................................... 49,567
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................................ 65,173
Noninterest-bearing ...................................................... $ 3,616
Interest-bearing ......................................................... 61,557
---------
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 IBF's
Federal funds purchased .................................................. 14,594
Securities sold under agreements to repurchase ........................... 14,110
Demand notes issued to the U S Treasury .................................... 2,200
Trading liabilities ......................................................... 30,136
Other Borrowed money:
With a remaining maturity of one year or less ............................ 16,895
With a remaining maturity of more than one year ............................. 449
Mortgage indebtedness and obligations under capitalized
leases ................................................................... 49
Bank's liability on acceptances executed and outstanding .................... 2,764
Subordinated notes and debentures ........................................... 5,471
Other liabilities ........................................................... 13,997
TOTAL LIABILITIES ........................................................... 246,001
--------
Limited-Life Preferred stock and related surplus ............................ 550
EQUITY CAPITAL
Common stock ................................................................ 1,209
Surplus ..................................................................... 10,176
Undivided profits and capital reserves ...................................... 4,385
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ (481)
Cumulative foreign currency translation adjustments ......................... 19
TOTAL EQUITY CAPITAL ........................................................ 15,308
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ................................................. $ 261,859
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
-5-
