<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 18, 1998
FILE NO. 333-13195
- -----------------------------------------------------------------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST EFFECTIVE AMENDMENT No. 1
FILED PURSUANT TO RULE 462(d) TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
----------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1500700
(State of incorporation) (I.R.S. Employer
Identification Number)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------
BRUCE C. BENNETT
ASSOCIATE GENERAL COUNSEL--TREASURY OPERATIONS AND ASSISTANT SECRETARY
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Post -Effective Amendment
to the Registration Statement as determined by market conditions.
----------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-13195
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -----------------------------------------------------------------
- -----------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-13195) is filed pursuant to Rule
462(d) solely to add certain exhibits not previously filed with
respect to such Registration Statement.
<PAGE> 3
PART II
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- - ------- ----------------------------------------------
4(g) Certificate of Amendment specifying certain terms
of Series AA, BB, CC and DD Variable Cumulative
Preferred Stock filed by the Deputy Superintendent
of Banks of the State of New York as of December 9,
1997.
4(h) Certificate of Amendment specifying certain terms
of Series EE, FF, GG and HH Variable Cumulative
Preferred Stock filed by the Deputy Superintendent
of Banks of the State of New York as of December 19,
1997.
4(i) Certificate of Amendment reducing the authorized number
of shares of Series EE, FF, GG and HH Variable Cumulative
Preferred Stock filed by the Deputy Superintendent
of Banks of the State of New York as of February 17,
1998.
23 Consent of James M. Kalashian, tax counsel to the
Company.
<PAGE> 4
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 Post-
Effective Amendment No. 1 to the Registration Statement (No. 333-
13195) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stamford, State of Connecticut,
on the 18th day of February, 1998.
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 Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
SIGNATURE TITLE DATE
* Gary C. Wendt Chairman of the
------------------------------------- Board and Chief
(GARY C. WENDT) Executive Officer
(Principal
Executive Officer)
* Denis J. Nayden President, Chief
------------------------------------- Operating Officer
(DENIS J. NAYDEN) and Director
* James A. Parke Senior Vice
------------------------------------- President, Finance
(JAMES A. PARKE) and Director
(Principal
Financial Officer)
February 18, 1998
/s/ Jeffrey S. Werner Senior Vice
------------------------------------- President--
(JEFFREY S. WERNER) Corporate Treasury
and Global Funding
Operation
* Joan C. Amble Controller
------------------------------------- (Principal
(JOAN C. AMBLE) Accounting Officer)
* N.D.T. Andrews Director
-------------------------------------
(N.D.T. ANDREWS)
* Nancy E. Barton Director
-------------------------------------
(NANCY E. BARTON)
* James R. Bunt Director
-------------------------------------
(JAMES R. BUNT)
Director
-------------------------------------
(DAVID M. COTE)
II-1
<PAGE> 6
SIGNATURE TITLE DATE
* Dennis D. Dammerman Director
-------------------------------------
(DENNIS D. DAMMERMAN)
* Paolo Fresco Director
-------------------------------------
(PAOLO FRESCO)
* Benjamin W. Heineman, Jr. Director
-------------------------------------
(BENJAMIN W. HEINEMAN, JR.)
Director
-------------------------------------
(JEFFREY R. IMMELT)
Director
-------------------------------------
(W. JAMES MCNERNEY, JR.)
Director
-------------------------------------
(JOHN H. MYERS)
* Robert L. Nardelli Director
-------------------------------------
(ROBERT L. NARDELLI)
* Michael A. Neal Director
-------------------------------------
(MICHAEL A. NEAL)
* John M. Samuels Director
-------------------------------------
(JOHN M. SAMUELS)
* Edward D. Stewart Director
-------------------------------------
(EDWARD D. STEWART)
* John F. Welch, Jr. Director
-------------------------------------
(JOHN F. WELCH, JR.)
*By /s/ Jeffrey S. Werner Attorney-in-fact
-------------------------
(JEFFREY S. WERNER)
II-2
p:/gjgshare/ps-aa/posex.doc
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, James A. Parke and Nancy E.
Barton, being respectively the Senior Vice President, Finance and
the Secretary of General Electric Capital Corporation, do hereby
certify and set forth:
1. The name of this corporation is General Electric
Capital Corporation. The name under which the corporation
was formed was General Electric Credit Corporation.
2. The Organization Certificate of General Electric
Capital Corporation was filed by the Superintendent of Banks
of the State of New York on the 6th day of October, 1943,
and in the office of the Clerk of New York County on the
21st day of October, 1943. A Restated Organization
Certificate was filed by the Superintendent of Banks of the
State of New York on the 28th day of November, 1988
(hereinafter the "Restated Organization Certificate").
Certificates of Amendment of the Organization Certificate
were filed by the Superintendent of Banks of the State of
New York on the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the 18th
day of October, 1990, the 14th day of November, 1990, the
6th day of December, 1990, the 21st day of April, 1995, the
11th day of May, 1995, the 28th day of June, 1995, the 17th
day of July, 1995, the 1st day of November, 1995 and the
27th day of September, 1996 (hereinafter the "Certificates
of Amendment"). The Restated Organization Certificate as
amended by such Certificates of Amendment is hereinafter
referred to as the "Organization Certificate."
3. Paragraph Third of the Organization Certificate,
which Paragraph relates to the amount of capital stock of
this corporation, is amended so as to add the following
provisions authorizing four series and stating the numbers,
designations and certain relative rights, preferences and
limitations of such four series, as fixed by a resolution of
the Board of Directors of the corporation, at the end of
subparagraph (c) thereof, following section twenty one, as
follows:
"SECTION TWENTY TWO:
Variable Cumulative Preferred
Stock, Series AA; Variable
Cumulative Preferred Stock,
Series BB; Variable Cumulative
Preferred
<PAGE> 2
Stock,
Series CC; and Variable
Cumulative Preferred Stock,
Series DD.
A. Designation.
There are hereby created four series of
the Variable Cumulative Preferred Stock,
consisting of 500 shares to be designated the
"Variable Cumulative Preferred Stock, Series AA"
(the "Series AA Shares"), 500 shares to be
designated the "Variable Cumulative Preferred
Stock, Series BB" (the "Series BB Shares"), 500
shares to be designated the "Variable Cumulative
Preferred Stock, Series CC" (the "Series CC
Shares"), and 500 shares to be designated the
"Variable Cumulative Preferred Stock, Series DD"
(the "Series DD Shares").
B. Dividends.
The initial Dividend Rate for the Series
AA Shares shall be 4.25% per annum; for the Series
BB Shares shall be 4.25% per annum; for the Series
CC Shares shall be 4.20% per annum; and for the
Series DD Shares shall be 4.20% per annum. The
Initial Dividend Period shall end for the Series
AA Shares on February 2, 1998; for the Series BB
Shares on February 5, 1998; for the Series CC
Shares on February 23, 1998; and for the Series DD
Shares on February 24, 1998.
Paragraph J of SECTION FOUR of
subparagraph (c) of Paragraph Third is amended
with respect to the Series AA Shares, Series BB
Shares, Series CC Shares or Series DD Shares by
deleting the words "less than one (1) year" in the
third line thereof.
C. Certain Redemption Dates and Prices.
Notwithstanding the provisions of clause
(ii) of paragraph A of SECTION EIGHT of
subparagraph (c) of Paragraph Third, in the case
of any Series AA Shares, Series BB Shares, Series
CC Shares and Series DD Shares with a Dividend
Period equal to or more than two (2) years, any
redemption price determined by the corporation
prior to the commencement of such Dividend Period
shall not be less than One Hundred Thousand
Dollars ($100,000) per share, plus accumulated and
unpaid dividends to the date fixed for redemption.
<PAGE> 3
Notwithstanding the provision of
paragraph A of SECTION EIGHT of subparagraph (c)
of Paragraph Third, the corporation shall not be
entitled to redeem the Series AA Shares, Series BB
Shares, Series CC Shares and Series DD Shares
until the last day of the respective Initial
Dividend Periods set forth above; thereafter,
redemption dates and prices applicable to
Subsequent Dividend Periods for each such Series
shall be as set forth in the notice to Holders
with respect thereto.
D. Auction Method.
Notwithstanding any provisions to the
contrary contained in Paragraph Third of the
Organization Certificate, the Auction Method shall
be the sole method for determining Dividend
Periods and Dividends Rates for the Series AA
Shares, the Series BB Shares, the Series CC
Shares, the Series DD Shares; accordingly, the
following amendments to Paragraph Third are hereby
made with respect to each such Series:
SECTION ONE: (i) the definitions
of "Auction Stock", "Auction Stock
Depository", "Available Auction Stock", and
"Subject Auction Stock" are amended to
"Stock", "Auction Depository", "Available
Stock" and "Subject Stock", respectively;
(ii) the definitions of "Converted Remarketed
Stock", "Remarketed Stock", "Remarketing
Agent", "Remarketing Depository",
"Remarketing Method" and "Remarketing
Procedures" are deleted; and (iii) the
definition of "Dividend Determination Method"
or "Method" is amended and restated to read
in its entirety, "'Dividend Determination
Method' or 'Method' shall mean the Auction
Method". Each reference to any of the terms
set forth in (i) or (iii) above as used
throughout Paragraph Third of the
Organization Certificate shall be a reference
to such terms as so amended or restated,
respectively, and each reference to a term
set forth in (ii) above shall be deleted.
SECTION THREE: the words "either
all" and "or all" appearing in the seventh
line thereof are deleted.
SECTION FOUR: (i) the word
"either" in the 16th line of paragraph B is
deleted together with the remaining text of
paragraph B from the sentence beginning with
the words "Subject to" in the seventeenth
line thereof; (ii) paragraph E is deleted in
its entirety; (iii) the word "or" appearing
in the third line of paragraph
<PAGE> 4
F is deleted; and (iv) the words
"and the" appearing in the third and
sixteenth line are deleted.
SECTION SIX: the section is
deleted in its entirety.
SECTION SEVEN: (i) the words "or
the" appearing in the fourth line of
paragraph A are deleted; (ii) the remaining
text of the first sentence of paragraph F
following the word "Depository" in the sixth
line thereof is deleted; and (iii) the
remaining text of the second sentence of
paragraph F following the word "Depository"
in the twelfth line thereof is deleted.
4. The foregoing amendment of Paragraph Third of
the Organization Certificate was authorized by a resolution
of the Securities and Borrowing Committee of the Board of
Directors adopted at a meeting duly called and held on
December 9, 1997, such resolution having been adopted
pursuant to authority granted to such Committee of the Board
of Directors in the Organization Certificate referred to in
paragraph 2 which was authorized by resolutions of the Board
of Directors and by consent of the sole common stockholder
of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed
this 9th day of December, 1997.
/s/ James A. Parke
-----------------------------------
James A. Parke
Senior Vice President, Finance
/s/ Nancy E. Barton
-----------------------------------
Nancy E. Barton
Secretary
<PAGE> 5
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
James A. Parke and Nancy E. Barton, each being duly sworn,
respectively deposes and says: that the said James A. Parke is
the Senior Vice President, Finance and that the said Nancy E.
Barton is the Secretary of General Electric Capital Corporation,
the corporation executing the foregoing instrument; that each of
them has read the same and that the statements contained therein
are true and they have been authorized to execute and file the
foregoing Certificate of Amendment by resolution of the
Securities and Borrowing Committee of the Board of Directors
adopted at a meeting duly called and held on the 9th day of
December, 1997.
/s/ James A. Parke
--------------------------------
James A. Parke
Senior Vice President, Finance
/s/ Nancy E. Barton
--------------------------------
Nancy E. Barton
Secretary
Subscribed and sworn to
before me this 9th day of
December, 1997
/s/ Gail Thiede
- -------------------------------
Notary Public
p:/gjgshare/ps-aa/cofa.doc
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, James A. Parke and Nancy E.
Barton, being respectively the Senior Vice President,
Finance and the Secretary of General Electric Capital
Corporation, do hereby certify and set forth:
1. The name of this corporation is General
Electric Capital Corporation. The name under which the
corporation was formed was General Electric Credit
Corporation.
2. The Organization Certificate of General
Electric Capital Corporation was filed by the
Superintendent of Banks of the State of New York on the
6th day of October, 1943, and in the office of the
Clerk of New York County on the 21st day of October,
1943. A Restated Organization Certificate was filed by
the Superintendent of Banks of the State of New York on
the 28th day of November, 1988 (hereinafter the
"Restated Organization Certificate"). Certificates of
Amendment of the Organization Certificate were filed by
the Superintendent of Banks of the State of New York on
the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the
18th day of October, 1990, the 14th day of November,
1990, the 6th day of December, 1990, the 21st day of
April, 1995, the 11th day of May, 1995, the 28th day of
June, 1995, the 17th day of July, 1995, the 1st day of
November, 1995, the 27th day of September, 1996, and
the 9th day of December, 1997 (hereinafter the
"Certificates of Amendment"). The Restated
Organization Certificate as amended by such
Certificates of Amendment is hereinafter referred to as
the "Organization Certificate."
3. Paragraph Third of the Organization
Certificate, which Paragraph relates to the amount of
capital stock of this corporation, is amended so as to
add the following provisions authorizing four series
and stating the numbers, designations and certain
relative rights, preferences and limitations of such
four series, as fixed by a resolution of the Board of
Directors of the corporation, at the end of
subparagraph (c) thereof, following section twenty two,
as follows:
"SECTION TWENTY THREE:
Variable Cumulative Preferred
Stock, Series EE; Variable
Cumulative Preferred Stock,
Series FF; Variable Cumulative
Preferred Stock, Series GG;
and Variable Cumulative
Preferred Stock, Series HH.
<PAGE> 2
A. Designation.
There are hereby created four
series of the Variable Cumulative Preferred
Stock, consisting of up to 575 shares to be
designated the "Variable Cumulative Preferred
Stock, Series EE" (the "Series EE Shares"),
up to 575 shares to be designated the
"Variable Cumulative Preferred Stock, Series
FF" (the "Series FF Shares"), up to 745
shares to be designated the "Variable
Cumulative Preferred Stock, Series GG" (the
"Series GG Shares"), and up to 745 shares to
be designated the "Variable Cumulative
Preferred Stock, Series HH" (the "Series HH
Shares").
B. Dividends.
The initial Dividend Rate for the
Series EE Shares shall be 4.53% per annum;
for the Series FF Shares shall be 4.53% per
annum; for the Series GG Shares shall be
4.72% per annum; and for the Series HH Shares
shall be 4.72% per annum. The Initial
Dividend Period shall end for the Series EE
Shares on January 11, 2000; for the Series FF
Shares on January 11, 2000; for the Series GG
Shares on January 9, 2003; and for the Series
HH Shares on January 9, 2003.
Paragraph J of SECTION FOUR of
subparagraph (c) of Paragraph Third is
amended with respect to the Series EE Shares,
Series FF Shares, Series GG Shares or Series
HH Shares by deleting the words "less than
one (1) year" in the third line thereof.
C. Certain Redemption Dates and
Prices.
Notwithstanding the provisions of
clause (ii) of paragraph A of SECTION EIGHT
of subparagraph (c) of Paragraph Third, in
the case of any Series EE Shares, Series FF
Shares, Series GG Shares and Series HH Shares
with a Dividend Period equal to or more than
two (2) years, any redemption price
determined by the corporation prior to the
commencement of such Dividend Period shall
not be less than One Hundred Thousand Dollars
($100,000) per share, plus accumulated and
unpaid dividends to the date fixed for
redemption.
Notwithstanding the provision of
paragraph A of SECTION EIGHT of subparagraph
(c) of Paragraph Third, the corporation
<PAGE> 3
shall not be entitled to redeem the
Series EE Shares, Series FF Shares, Series GG
Shares and Series HH Shares until the last
day of the respective Initial Dividend
Periods set forth above; thereafter,
redemption dates and prices applicable to
Subsequent Dividend Periods for each such
Series shall be as set forth in the notice to
Holders with respect thereto.
D. Auction Method.
Notwithstanding any provisions to
the contrary contained in Paragraph Third of
the Organization Certificate, the Auction
Method shall be the sole method for
determining Dividend Periods and Dividends
Rates for the Series EE Shares, the Series FF
Shares, the Series GG Shares, the Series HH
Shares; accordingly, the following amendments
to Paragraph Third are hereby made with
respect to each such Series:
SECTION ONE: (i) the
definitions of "Auction Stock", "Auction
Stock Depository", "Available Auction
Stock", and "Subject Auction Stock" are
amended to "Stock", "Auction
Depository", "Available Stock" and
"Subject Stock", respectively; (ii) the
definitions of "Converted Remarketed
Stock", "Remarketed Stock", "Remarketing
Agent", "Remarketing Depository",
"Remarketing Method" and "Remarketing
Procedures" are deleted; and (iii) the
definition of "Dividend Determination
Method" or "Method" is amended and
restated to read in its entirety,
"'Dividend Determination Method' or
'Method' shall mean the Auction Method".
Each reference to any of the terms set
forth in (i) or (iii) above as used
throughout Paragraph Third of the
Organization Certificate shall be a
reference to such terms as so amended or
restated, respectively, and each
reference to a term set forth in (ii)
above shall be deleted.
SECTION THREE: the words
"either all" and "or all" appearing in
the seventh line thereof are deleted.
SECTION FOUR: (i) the word
"either" in the 16th line of paragraph B
is deleted together with the remaining
text of paragraph B from the sentence
beginning with the words "Subject to" in
the seventeenth line thereof; (ii)
paragraph E is deleted in its entirety;
(iii) the word "or" appearing in the
third line of paragraph F is deleted;
and (iv) the words "and the" appearing
in the third and sixteenth line are
deleted.
<PAGE> 4
SECTION SIX: the section is
deleted in its entirety.
SECTION SEVEN: (i) the
words "or the" appearing in the fourth
line of paragraph A are deleted; (ii)
the remaining text of the first sentence
of paragraph F following the word
"Depository" in the sixth line thereof
is deleted; and (iii) the remaining text
of the second sentence of paragraph F
following the word "Depository" in the
twelfth line thereof is deleted.
4. The foregoing amendment of Paragraph
Third of the Organization Certificate was authorized by
a resolution of the Securities and Borrowing Committee
of the Board of Directors adopted at a meeting duly
called and held on December 18, 1997, such resolution
having been adopted pursuant to authority granted to
such Committee of the Board of Directors in the
Organization Certificate referred to in paragraph 2
which was authorized by resolutions of the Board of
Directors and by consent of the sole common stockholder
of the corporation.
IN WITNESS WHEREOF, this Certificate has been
signed this 18th day of December, 1997.
/s/ James A. Parke
------------------------------
James A. Parke
Senior Vice President, Finance
/s/ Nancy E. Barton
------------------------------
Nancy E. Barton
Secretary
<PAGE> 5
STATE OF CONNECTICUT)
: ss.:
COUNTY OF FAIRFIELD )
James A. Parke and Nancy E. Barton, each being duly sworn,
respectively deposes and says: that the said James A. Parke
is the Senior Vice President, Finance and that the said
Nancy E. Barton is the Secretary of General Electric Capital
Corporation, the corporation executing the foregoing
instrument; that each of them has read the same and that the
statements contained therein are true and they have been
authorized to execute and file the foregoing Certificate of
Amendment by resolution of the Securities and Borrowing
Committee of the Board of Directors adopted at a meeting
duly called and held on the 18th day of December, 1997.
/s/ James A. Parke
---------------------------
James A. Parke
Senior Vice President,
Finance
/s/ Nancy E. Barton
----------------------------
Nancy E. Barton
Secretary
Subscribed and sworn to
before me this 18th day of
December, 1997
/s/ Gail Thiede
- -----------------------------
Notary Public
p:/gjgshare/ps-ee/cofa.doc
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, Jeffrey S. Werner and Nancy
E. Barton, being respectively the Senior Vice President -
Corporate Treasury and Global Funding Operation and the
Secretary of General Electric Capital Corporation, do hereby
certify and set forth:
1. The name of this corporation is General
Electric Capital Corporation. The name under which the
corporation was formed was General Electric Credit
Corporation.
2. The Organization Certificate of General
Electric Capital Corporation was filed by the
Superintendent of Banks of the State of New York on the
6th day of October, 1943, and in the office of the
Clerk of New York County on the 21st day of October,
1943. A Restated Organization Certificate was filed by
the Superintendent of Banks of the State of New York on
the 28th day of November, 1988 (hereinafter the
"Restated Organization Certificate"). Certificates of
Amendment of the Organization Certificate were filed by
the Superintendent of Banks of the State of New York on
the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the
18th day of October, 1990, the 14th day of November,
1990, the 6th day of December, 1990, the 21st day of
April, 1995, the 11th day of May, 1995, the 28th day of
June, 1995, the 17th day of July, 1995, the 1st day of
November, 1995, the 27th day of September, 1996, the
9th day of December, 1997 and the 19th day of December,
1997 (hereinafter the "Certificates of Amendment").
The Restated Organization Certificate as amended by
such Certificates of Amendment is hereinafter referred
to as the "Organization Certificate."
3. Paragraph A of Section Twenty Three of
subparagraph (c) of Paragraph Third of the Organization
Certificate, which Paragraph Third relates to the
amount of capital stock of this corporation, is amended
so as to decrease the authorized number of shares of
Variable Cumulative Preferred Stock, Series EE from 575
to 500, Variable Cumulative Preferred Stock, Series FF
from 575 to 500, Variable Cumulative Preferred Stock,
Series GG from 745 to 650 and Variable Cumulative
Preferred Stock, Series HH from 745 to 650. The shares
of Variable Cumulative Preferred Stock so eliminated
from the Series EE Shares, the Series FF Shares, the
Series GG Shares and the Series HH Shares are restored
to the status of authorized and unissued shares of
Variable Cumulative Preferred Stock of this corporation
without designation. After such decrease Paragraph A
will read as follows:
<PAGE> 2
"SECTION TWENTY THREE:
Variable Cumulative Preferred
Stock, Series EE; Variable
Cumulative Preferred Stock,
Series FF; Variable Cumulative
Preferred Stock, Series GG;
and Variable Cumulative
Preferred Stock, Series HH.
A. Designation.
The authorized number of shares of
stock designated as the "Variable Cumulative
Preferred Stock, Series EE" (the "Series EE
Shares") is 500 shares, "Variable Cumulative
Preferred Stock, Series FF" (the "Series FF
Shares") is 500 shares, the "Variable
Cumulative Preferred Stock, Series GG" (the
"Series GG Shares") is 650 shares, and the
"Variable Cumulative Preferred Stock, Series
HH" (the "Series HH Shares") is 650 shares."
4. The foregoing amendment of Paragraph
Third of the Organization Certificate was authorized by
a resolution of the Securities and Borrowing Committee
of the Board of Directors adopted at a meeting duly
called and held on December 18, 1997, such resolution
having been adopted pursuant to authority granted to
such Committee of the Board of Directors in the
Organization Certificate referred to in paragraph 2
which was authorized by resolutions of the Board of
Directors and by consent of the sole common stockholder
of the corporation.
IN WITNESS WHEREOF, this Certificate has been
signed this 11th day of February, 1998.
/s/ Jeffrey S. Werner
-----------------------
Jeffrey S. Werner
Senior Vice President -
Corporate Treasury
and Global Funding Operation
/s/ Nancy E. Barton
------------------------------
Nancy E. Barton
Secretary
<PAGE> 3
STATE OF CONNECTICUT)
: ss.:
COUNTY OF FAIRFIELD )
Jeffrey S. Werner and Nancy E. Barton, each being duly
sworn, respectively deposes and says: that the said Jeffrey
S. Werner is the Senior Vice President-Corporate Treasury
and Global Funding Operation and that the said Nancy E.
Barton is the Secretary of General Electric Capital
Corporation, the corporation executing the foregoing
instrument; that each of them has read the same and that the
statements contained therein are true and they have been
authorized to execute and file the foregoing Certificate of
Amendment by resolution of the Securities and Borrowing
Committee of the Board of Directors adopted at a meeting
duly called and held on the 18th day of December, 1997.
/s/ Jeffrey S. Werner
------------------------------
Jeffrey S. Werner
Senior Vice President -
Corporate Treasury
and Global Funding Operation
/s/ Nancy E. Barton
------------------------------
Nancy E. Barton
Secretary
Subscribed and sworn to
before me this 11th day of
February, 1998
/s/ Joyce M. Gindra
- --------------------------------
Notary Public
p:/gjgshare/ps-ee/cofared.doc
<PAGE> 1 Exhibit 23
December 9, 1997
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Dear Sirs:
In connection with General Electric Capital
Corporation's Registration Statement on Form S-3 (File No.
333-13195) relating to shares of its Variable Cumulative
Preferred Stock, I hereby consent to any reference to me
under the caption "Legal Opinions" in the Prospectus dated
December 9, 1997.
/s/ James M. Kalashian
-----------------------
James M. Kalashian
Senior Tax Counsel
General Electric Capital
Corporation
