<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1998
FILE NO. 333- POST EFFECTIVE AMENDMENT NO. 1 TO FILE NO.33-43420
- ------------------------------------------------------------
- ------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-1500700
(State of incorporation) (I.R.S. Employer Identification
Number)
</TABLE>
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------------
BRUCE C. BENNETT
ASSOCIATE GENERAL COUNSEL -- TREASURY OPERATIONS AND ASSISTANT SECRETARY
201 HIGH RIDGE ROAD
STAMFORD, CONNECTICUT 06905
(203) 357-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--------------------
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED
EACH CLASS TO BE MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES REGISTERED AGGREGATE AGGREGATE REGISTRATION
TO BE PRICE PER OFFERING FEE(3)
REGISTERED UNIT(1) PRICE(1)(2)
Variable $5,000,000,000 100% $5,000,000,000 $1,475,000.00
Denomination
Floating Rate
Demand Notes
(1) Estimated solely for the purpose of determining the registration
fee.
(2) Refers to the maximum principal amount of Variable Denomination
Floating Rate Demand Notes issued under this Registration Statement that
may be outstanding at any time.
(3) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $144,059.00 previously
paid to the Commission relating to $576,235,000 million aggregate principal
amount of Variable Denomination Floating Rate Demand Notes previously
registered pursuant to Registration Statement No. 33-43420, which
remained unissued as of the close of business on July 21, 1998.
--------------------
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 VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
REGISTERED PURSUANT TO REGISTRATION STATEMENT NO. 33-43420 PREVIOUSLY
FILED BY THE REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON DECEMBER
23, 1991. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-43420.
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
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.
PROSPECTUS GENERAL ELECTRIC CAPITAL CORPORATION
$8,000,000,000
VARIABLE DENOMINATION FLOATING
RATE DEMAND NOTES
The GE Interest Plus Program (the "Program") is designed
to provide investors, excluding certain business entities
(the "Investors") with a convenient means of investing funds
directly with General Electric Capital Corporation ("GE
Capital" or the "Company"). The Notes will provide liquidity
and will pay interest above the average rate of taxable U.S.
money market funds.
The Notes will be repayable on demand and will be similar
in yield and legal obligation to the Company's commercial
paper, which is available only in large denominations to
investors that are generally excluded from the Program.
Investments in Notes will be represented by a Program
account (an "Account") established for the Investor by the
agent bank (the "Agent Bank") appointed by the Company. The
Notes will not be represented by a certificate or any other
instrument evidencing the Company's indebtedness. The
Company reserves the right to modify, withdraw, or cancel
the offer made hereby at any time.
AN ACCOUNT IS NOT EQUIVALENT TO A DEPOSIT OR OTHER BANK
ACCOUNT AND IS NOT SUBJECT TO THE PROTECTION OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURANCE. THE
PROGRAM IS NOT SUBJECT TO THE REQUIREMENTS OF THE INVESTMENT
COMPANY ACT OF 1940 (INCLUDING DIVERSIFICATION OF
INVESTMENTS) OR THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974. ALL INVESTMENTS IN THE NOTES ARE OBLIGATIONS OF GE
CAPITAL AND ARE NOT OBLIGATIONS OF OR GUARANTEED BY GENERAL
ELECTRIC COMPANY, THE AGENT BANK OR ANY OTHER COMPANY. THE
WEEKLY INTEREST RATE PAID ON INVESTMENTS IN THE NOTES MAY
NOT PROVIDE A BASIS FOR COMPARISON WITH OTHER INVESTMENTS
WHICH USE A DIFFERENT METHOD OF CALCULATING A VARIABLE YIELD
OR WHICH PAY A FIXED YIELD FOR A STATED PERIOD OF TIME.
For information regarding the GE Interest Plus Program,
please call 1-800-433-4480.
- ------------------------------------------------------------
Please read this prospectus carefully and retain for future
reference.
- ------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------
These securities are offered through The date of this
GECC CAPITAL MARKETS GROUP, INC. Prospectus
is July , 1998
<PAGE> 3
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 (the
"Commission"). Such reports and other information can be
inspected and copied at the public reference facilities
maintained by the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the Regional Offices of
the Commission at 500 West Madison Street, Chicago, IL 60661
and 7 World Trade Center, New York, NY 10048 and copies can
be obtained from the Public Reference Room of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Information may be obtained on the
operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission also maintains
a Web site at http://www.sec.gov, which contains reports,
proxy statements and other information regarding
registrant's that file electronically with the Commission.
Reports and other information concerning the Company can
also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, NY 10005 on which
certain of the Company's securities are listed.
Documents Incorporated By Reference
There is hereby incorporated in this Prospectus by reference
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and Quarterly Report on Form 10-Q for the
quarter ended March 28, 1998 heretofore filed with the
Commission pursuant to the 1934 Act, to which reference is
hereby made. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or l5(d) of the 1934 Act after the
date of this Prospectus and prior to the termination of the
offering of the Notes offered hereby shall be deemed to be
incorporated in this Prospectus by reference and to be a
part hereof from the date of filing of such documents.
Copies of any document referred to above will be provided
free of charge upon written or oral request directed to
Bruce C. Bennett, Associate General Counsel, General
Electric Capital Corporation, 201 High Ridge Road, Stamford,
CT 06905, telephone no. (203) 357-4000.
The GE Interest Plus Program
Interest
The principal amount of each Note will be equal to all
investments made in the Notes by the Investor, plus accrued
and reinvested interest, less any redemptions and fees. The
Notes will have no stated maturity and will earn interest at
floating rates, to be determined by the GE Interest Plus
Committee each week, to be effective the following week. The
rate of interest on the Notes will always be greater than
the most recent seven-day average yield (non-compounded) for
taxable money market funds in the United States as published
in IBC's Money Fund ReportTM*. Rates may vary by Account
balance or other factors as determined by the GE Interest
Plus Committee. Interest on the Notes will accrue daily. The
rate of interest paid for any period on the Notes is not an
indication or representation of future rates. Accrued
interest will be credited and automatically reinvested in
additional Notes monthly and will begin to accrue interest
on the first day following the date of such reinvestment. If
in any week the IBC's Money Fund ReportTM is not available
or publication of such seven-day average yield is suspended,
the seven-day average yield at such time shall be an
approximately equivalent rate determined by the GE Interest
Plus Committee.
- ----------------------
* IBC's Money Fund Report is a registered trademark of IBC
Financial Data, Inc. and is published weekly. IBC's Money
Fund ReportTM states that the yield information obtained
from money market funds is screened by the publisher, but no
guarantee of the accuracy of the information contained
therein is made by the Company.
2
<PAGE> 4
Account Information
You will receive regular statements showing a summary of all
transactions made in your Account. Redemption checks on
which payment has been made will not be returned to you, but
the check number and the amount of each check will be
indicated on your statement.
How to Invest
To open an Account, complete the Application accompanying
this Prospectus and enclose a check for your initial
investment (or if applicable, a payroll deduction card).
After your Account is opened, you may purchase additional
Notes at any time without charge by any of the following
methods:
BY CHECK MAILED TO AGENT BANK. Your investment will be
credited and interest will begin to accrue on the first
business day after the Agent Bank receives your check.
Investments made by check cannot be redeemed for five
business days after the check is first credited to your
Account or, if later, until the check clears.
BY WIRE TRANSFER. Wire funds to GE Interest Plus, The
Northern Trust Company, Chicago IL, ABA No. 071000152. Your
Account number must be included in the wire instruction.
BY DIRECT INVESTMENT OF PAYROLL, PENSION OR SOCIAL SECURITY
CHECK. You may instruct your employer or the Social Security
Administration to invest your entire payroll, pension or
social security check directly in your Account.
BY PAYROLL DEDUCTION. GE, its subsidiaries, and certain
other companies allow employees to have a fixed amount
deducted from each paycheck (minimum $25) and invested in an
Account.
BY AUTOMATIC MONTHLY INVESTMENT FROM A BANK ACCOUNT. You may
instruct the Agent Bank to withdraw a fixed amount from your
checking or savings account on a monthly basis through
electronic automated clearinghouse (ACH) transfer (minimum
$25) and credit the funds to your Account. Investments made
by ACH cannot be redeemed for three business days after the
electronic transfer is first credited to your Account or, if
later, until the electronic transfer clears.
BY TELEPHONE INVESTMENT. You may instruct the Agent Bank at
any time to withdraw any amount of funds (minimum $25) from
your pre-designated bank account and credit the funds to
your Account through ACH transfer. Investments made by ACH
cannot be redeemed for three business days after either
electronic transfer is first credited to your Account or,
until the electronic transfer clears, whichever is later.
Except for checks mailed to the Agent Bank and funds
transmitted through ACH, your investment will be credited
and interest will begin to accrue on the business day the
funds are received by the Agent Bank. All investments must
be made in U.S. dollars drawn on a U.S. bank. You may change
or terminate your investments by payroll deduction or other
automatic investment at any time.
How To Redeem
You may redeem any part of your Account at any time as
described below. Interest on redeemed investments will
accrue to, but not including, the date of redemption. You
may close your Account only by use of the written redemption
option.
REDEMPTION BY CHECK. You may make redemption checks payable
to anyone in the amount of $250 or more. If the amount of
the redemption check is greater than the balance in your
Account or less than $250, the check will not be honored and
a fee will be debited from your Account by the Agent Bank.
Your redemption will be made on the day the Agent Bank
receives your redemption check for payment. If your Account
is held jointly with someone else, only one signature will
be required on a redemption check unless otherwise
specified. The check redemption feature does not create a
deposit or a banking relationship with Agent Bank, the
Company or GE.
WRITTEN REDEMPTION. You may redeem all or any part of your
Account, subject to a $250 minimum, by written request,
including the signatures of all registered owners (including
joint owners) of the Account. A check for the requested
amount (or in an amount equal to the balance of your Account
if the Account is being closed) will be mailed to the
registered account address.
WIRE REDEMPTION. You can redeem any part of your Account,
subject to a $2,500 minimum, by wire transfer if you have
authorized the wire redemption option. Wire redemption
proceeds can only be wired to the U.S. bank account you have
designated on your Application. To change this designation,
a written request signed by all registered owners (including
joint owners) of the Account, with all signatures guaranteed
by a financial institution, must be submitted to the Agent
Bank. Funds will be wired no later than the next business
day after receipt of your wire redemption request, provided
your request is received by 2:00 p.m. Eastern Time on any
business day. If your designated bank is not a member of the
Federal Reserve system, there may be a delay in wiring
funds. Each wire transfer will incur a processing charge
<PAGE> 5
from the Agent Bank, and may also incur an additional charge
from other institutions handling the transfer. The Agent
Bank's records of the wire instructions are binding.
Fees
There are no account maintenance fees or charges for checks
or check redemptions, no sales loads, and no charges for
investing or ongoing management. Fees for checks returned
for insufficient funds, wire redemptions, stop payment
requests and other unusual services will be directly debited
from your Account.
GE Interest Plus Committee
The GE Interest Plus Committee consists of officers of the
Company designated by the Company's Board of Directors. The
Committee has the full power and authority to amend the
Program as described under "Termination, Suspension, or
Modification." The Committee may also interpret Program
provisions, adopt Program rules and regulations and make
certain determinations regarding the Program. The members of
the Committee are the Company's President, Senior Vice
President, Finance, and Senior Vice President, Corporate
Treasury and Global Funding Operation. Members of the
Committee receive no additional compensation for Committee
services.
Termination, Suspension Or Modification
The Company expects that the Program will continue
indefinitely, but the Company reserves the right at any time
to suspend or terminate the Program entirely, or from time
to time to modify the Program in part. The Company also
reserves the right to modify, suspend or terminate any of
the investment options and redemption options described
above. Written notice of any material modification,
suspension or termination will be provided to Investors at
least fifteen days prior to the effective date. See "Certain
Terms of the Notes--Modification of the Indenture."
Agent Bank
The Company has engaged The Northern Trust Company as the
Agent Bank to perform record keeping, funds receipt and
disbursement, investor servicing and related services under
the Program. For these services, the Company will pay the
Agent Bank an administrative fee.
Taxes
Interest on the Notes will be taxable as ordinary income for
Federal income tax purposes. No part of the taxable
interest is excludable from taxable income. State and local
income taxes and related reporting may also apply. You
should consult your own tax advisor with respect to tax
consequences which may be applicable to your particular
situation. The Program is not qualified under Section 401(a)
of the Internal Revenue Code of 1986.
4
<PAGE> 6
THE COMPANY
General Electric Capital Corporation was incorporated in
1943 in the State of New York, under the provisions of the
New York Banking Law relating to investment companies. All
outstanding common stock of the Company is owned by General
Electric Capital Services, Inc., which is in turn wholly-
owned by General Electric Company. The Company operates in
four finance industry segments and in a specialty insurance
industry segment. The Company's principal executive offices
are located at 260 Long Ridge Road, Stamford, CT 06927,
telephone number (203) 357-4000.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
OF THE COMPANY
<TABLE>
<CAPTION>
Year Ended December 31, Three Months Ended
- -------------------------------- --------------------
1993 1994 1995 1996 1997 March 28, 1998
- ---- ---- ---- ---- ---- --------------
<C> <C> <C> <C> <C> <C>
1.62 1.63 1.51 1.53 1.48 1.54
</TABLE>
For purposes of computing the consolidated ratio of earnings
to fixed charges, earnings consist of net earnings adjusted
for the provision for income taxes, minority interest and
fixed charges. Fixed charges consist of interest and
discount on all indebtedness and one-third of rentals, which
the Company believes is a reasonable approximation of the
interest factor of such rentals.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be added to
the general funds of the Company and will be available for
financing its operations.
CERTAIN TERMS OF THE NOTES
The Notes are issued under an Indenture (the "Indenture")
dated as of October 1, 1991, as amended, between the Company
and The Chase Manhattan Bank, as successor trustee (the
"Trustee"). The statements under this heading are subject to
the detailed provisions of the Indenture, a copy of which is
an exhibit to the Registration Statement covering the
offering of Notes. Wherever particular provisions of the
Indenture or terms defined therein are referred to, such
provisions or definitions are incorporated by reference as a
part of the statements made and the statements are qualified
in their entirety by such reference.
General
The Notes are issuable in any amount and will mature on the
demand of the Investor. The Notes are unsecured and rank
equally and ratably with all other unsecured and
unsubordinated indebtedness of the Company. Neither the
Indenture nor any other instrument to which the Company is a
party limits the principal amount of the Notes or any other
indebtedness of the Company that may be issued. The Notes
will not be subject to any sinking fund. The Notes will be
issued in uncertificated form and Investors will not receive
any certificate or other instrument evidencing the Company's
indebtedness. All funds invested in Notes together with
interest accrued thereon, and redemptions, if any, will be
recorded on a register maintained by the Agent Bank.
Optional Redemption By The Company
The Company may redeem, at any time at its option, all or
any part of the Notes. Any partial redemption of Notes will
be effected by lot or pro rata or by any other method that
is deemed fair and appropriate by the Trustee, except that
the Company may redeem all of the Notes held in an Account
not meeting guidelines established by the GE Interest Plus
Committee. The Company will give at least 30 days prior
written notice to an Investor whose Note is to be redeemed.
The Note (or portion thereof) being so redeemed, plus
accrued and unpaid interest thereon to, but not including,
the date of redemption, will be paid by check to the
registered holder of the Note. Interest
5
<PAGE> 7
on the redeemed amount shall cease to accrue on and after
the effective date of redemption.
Modification Of The Indenture
The Indenture permits the Company and the Trustee, with the
consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Notes at the time outstanding, to
add any provisions to or change in any manner or eliminate
any of the provisions of the Indenture or modify in any
manner the rights of the holders of Notes, provided that no
such addition or modification shall, among other things (i)
change the character of the Notes from being payable upon
demand, (ii) reduce the principal amount of any Note or
(iii) reduce the aforesaid percentage of principal amount of
such Notes, the consent of the holders of which is required
for any addition or modification, without in each case the
consent of the holder of each such Note so affected.
Events Of Default
An Event of Default with respect to the Notes is defined in
the Indenture as being: default in payment of any principal
or interest on any Note when due and continuance of such
default for a period of 20 days, provided that an
administrative error shall not be considered an Event of
Default unless such error shall have continued uncorrected
for a period of 30 days after written notice to the Agent
Bank and the Trustee (with a copy to the Company), the
Trustee to be the sole judge of whether the error has been
corrected; default for 60 days after written notice to the
Company in the performance of any other covenant with
respect to the Notes; or certain events in bankruptcy,
insolvency or reorganization. The Indenture requires the
Company to file with the Trustee annually a written
statement as to the presence or absence of certain defaults
under the terms thereof. The Trustee shall, within 90 days
after the occurrence of a default in respect of the Notes,
give to the holders thereof notice of all uncured and
unwaived defaults known to it (the term default to mean the
events specified above without grace periods); provided
that, except in the case of default in the payment of
principal or interest on any of the Notes, the Trustee shall
be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the
interests of the holders of the Notes. The Indenture
provides that during the continuance of an Event of Default,
either the Trustee thereunder or the holders of 25% in
aggregate principal amount of the outstanding Notes may
declare the principal of all such Notes to be due and
payable immediately, but under certain conditions such
declaration may be annulled by the holders of a majority in
principal amount of such Notes then outstanding. The
Indenture provides that past defaults with respect to the
Notes (except, unless theretofore cured, a default in
payment of principal of or interest on any of the Notes) may
be waived on behalf of the holders of all Notes by the
holders of a majority in principal amount of such Notes then
outstanding.
Concerning The Trustee
The Trustee acts as trustee under several other indentures
with the Company, pursuant to which a number of series of
senior, unsecured notes of the Company are presently
outstanding.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis through GECC
Capital Markets Group, Inc., a wholly owned subsidiary of
the Company, acting as agent. The offering is being made
pursuant to the requirements of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers,
Inc. No commissions will be paid to such agent for any sales
resulting from its efforts. The Company also may from time
to time designate other agents through whom Notes may be
offered. The Company reserves the right to withdraw,
6
<PAGE> 8
cancel or modify the offer to sell Notes at any time. The
Company has the sole right to accept offers to purchase
Notes and may reject any proposed purchase of Notes in
whole, or in part.
LEGAL OPINIONS
The legality of the Notes has been passed upon for the
Company by Bruce C. Bennett, Associate General Counsel--
Treasury Operation and Assistant Secretary of the Company.
Mr. Bennett, together with members of his family, owns, has
options to purchase and has other interests in shares of
common stock of General Electric Company.
EXPERTS
The financial statements and schedule of General Electric
Capital Corporation and consolidated affiliates as of
December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, appearing in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been incorporated by reference herein.
herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants,incorporated by
reference herein, and upon the authority ofsaid firm as
experts in accounting and auditing.
7
<PAGE> 9
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
TABLE OF CONTENTS
Page
----
Available Information................... 2
Documents Incorporated by Reference..... 2
The GE Interest Plus Program............ 2
The Company............................. 5
Use of Proceeds......................... 5
Certain Terms of the Notes.............. 5
Plan of Distribution.................... 6
Legal Opinions.......................... 7
Experts................................. 7
GE INTEREST PLUS
GENERAL ELECTRIC
CAPITAL CORPORATION
$8,000,000,000
VARIABLE DENOMINATION FLOATING
RATE DEMAND NOTES
[GE LOGO]
For information concerning GE Interest Plus
write to:
GE INTEREST PLUS
P.O. BOX 75969
CHICAGO, ILLINOIS 60675-5969
OR PHONE:
1-800-433-4480
FOR RATE INFORMATION
1-800-433-4480
Prospectus
<PAGE> 10
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... $1,475,000.00
Accounting Fees and Expenses............ 15,000.00*
NASD Conduct Rules 2720 filing and
counsel fees ........................... 30,500.00
Trustees' and Paying Agents' Fees and
Expenses (including counsel fees)....... 15,000.00*
Printing and Engraving Fees............. 50,000.00*
Rating Agency Fees...................... 20,000.00*
Miscellaneous........................... 5,000.00*
----------
Total................................... $1,610,500.00*
----------
----------
<FN>
- - --------------------------
* Estimated, and subject to future contingencies.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 7018-7022 of the New York Banking Law the
Company may or shall, subject to various exceptions and
limitations, indemnify its directors or officers as follows:
a. If a director or officer is made or threatened to be
made a party to an action by or in the right of the Company
to procure a judgment in its favor, by reason of the fact
that he is or was a director or officer of the Company or is
or was serving at the request of the Company as a director
or officer of some other enterprise (including an employee
benefit plan), the Company may indemnify him against amounts
paid in settlement and reasonable expenses, including
attorney's fees, incurred in the defense or settlement of
II-1
<PAGE> 11
such action or an appeal therein, if such director or
officer acted, in good faith, for a purpose which he
reasonably believed to be in (or, in the case of service for
any other enterprise, not opposed to) the best interests of
the Company, except that no indemnification is available
under such statutory provisions in respect of a threatened
action or a pending action which is settled or otherwise
disposed of, or any claim or issue or matter as to which
such person is found liable to the Company, unless in each
such case a court determines that such person is fairly and
reasonably entitled to indemnity for such amount as the
court deems proper.
b. With respect to any action or proceeding other than
one by or in the right of the Company to procure a judgment
in its favor, if a director or officer is made or threatened
to be made a party by reason of the fact that he was a
director or officer of the Company, or served some other
enterprise (including an employee benefit plan) at the
request of the Company, the Company may indemnify him
against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees incurred as a
result of such action or proceeding, or an appeal therein,
if he acted in good faith for a purpose which he reasonably
believed to be in (or, in the case of service for any other
enterprise, not opposed to) the best interests of the
Company and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his
conduct was unlawful.
c. A director or officer who has been successful, on the
merits or otherwise, in the defense of a civil or criminal
action or proceeding of the character described in
subparagraphs a or b above, shall be entitled to
indemnification as authorized in such paragraphs.
The indemnification and advancement of expenses granted
pursuant to the New York Banking Law, as summarized in the
foregoing paragraph, are not exclusive of any other rights
to indemnification or advancement of expenses to which a
director or officer may be entitled, provided that no
indemnification may be made if a judgment adverse to the
II-2
<PAGE> 12
director or officer establishes that his acts were committed
in bad faith or were the result of active and deliberate
dishonesty and were material to the cause so adjudicated, or
that he personally gained a financial profit or other
advantage to which he was not legally entitled. The By-Laws
of the Company provide that directors and officers of the
Company shall be indemnified to the fullest extent permitted
by law in connection with any actual or 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. The foregoing statements are subject to the
detailed provisions of Sections 7018-7022 of the New York
Banking Law.
The directors of the Company are insured under officers and
directors liability insurance policies purchased by GE
Company. The directors, officers and employees of the
Company are also insured against fiduciary liabilities under
the Employee Retirement Income Security Act of 1974.
ITEM 16. EXHIBITS.
Exhibit Number Description
1 Distribution Agreement dated as of February 1, 1992.
4(a) Form of Indenture dated as of October 1, 1991 between
the Company and Mercantile-Safe Deposit and Trust Company,
as Trustee (incorporated by reference from Exhibit 4 to the
Company's Registration Statement on Form S-3, File No. 33-
43420).
4(b) First Supplemental Indenture dated as of May 11, 1994
to the Indenture dated as of October 1, 1991.
4(c) Second Supplemental Indenture dated as of August 15,
1996 to the Indenture dated as of October 1, 1991 between
the Company and The Chase Manhattan Bank, as successor
trustee.
II-3
<PAGE> 13
5 Opinion and consent of Bruce C. Bennett, Associate
General Counsel--Treasury Operations and Assistant Secretary
of the Company.
12 Computation of ratio of earnings to fixed charges
(incorporated by reference from Exhibit 12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
28, 1998, File No. 1-6461).
23 Consent of KPMG Peat Marwick LLP (contained in Part II
of this Registration Statement). Consent of Bruce C. Bennett
is included in his opinion referred to in Exhibit 5 above.
24 Power of Attorney.
25(a) Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of The Chase Manhattan
Bank, in respect of the Indenture previously filed as
Exhibit 4(a).
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 a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering; (4)
II-4
<PAGE> 14
That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
II-5
<PAGE> 15
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 23rd day of
July, 1998.
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/JAMES A. PARKE
(James A. Parke
Senior Vice President, Finance)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
- ------------------------------------------------------------
Chairman of the Board and
* GARY C. WENDT Chief Executive Officer
- ---------------- (Principal Executive Officer)
(Gary C. Wendt)
* DENIS J. NAYDEN
- ---------------- President, Chief Operating
(Denis J. Nayden) Officer and Director
Senior Vice President,
/s/ JAMES A. PARKE Finance and Director
- ---------------- (Principal Financial
(James A. Parke) Officer) July 23, 1998
* JEFFREY S. WERNER Senior Vice President --
- ---------------- Corporate Treasury and
(Jeffrey S. Werner) Global Funding Operation
* N.D.T. ANDREWS
- ---------------- Director
(N.D.T. Andrews)
* NANCY E. BARTON
- ---------------- Director
(Nancy E. Barton)
II-6
<PAGE> 16
* JAMES R. BUNT
- --------------- Director
(James R. Bunt)
* DAVID M. COTE
- --------------- Director
(David M. Cote)
* DENNIS D. DAMMERMAN
- ----------------- Director
(Dennis D. Dammerman)
* PAOLO FRESCO
- ----------------- Director
(Paolo Fresco)
* BENJAMIN W. HEINEMAN, JR.
- ----------------- Director
(Benjamin W. Heineman, Jr.)
* JEFFREY R. IMMELT
- --------------- Director
(Jeffrey R. Immelt)
* W. JAMES MCNERNEY, JR.
- --------------- Director
(W. James McNerney, Jr.)
* JOHN H. MYERS
- ---------------- 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.)
<PAGE> 17
* JOAN C. AMBLE Vice President and Controller
- ------------------ (Principal Accounting Officer)
(Joan C. Amble)
* By /s/ JAMES A. PARKE
- ------------------- Attorney-in-fact July 23, 1998
(James A. Parke)
II-7
<PAGE> 18
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the
Registration Statement on Form S-3 of General Electric
Capital Corporation of our report dated February 13, 1998
relating to the statement of financial position of General
Electric Capital Corporation and consolidated affiliates as
of December 31, 1997 and 1996 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, 1997, and
related schedule, which report appears in the December 31,
1997 annual report on Form 10-K of General Electric Capital
Corporation.
We also consent to the reference to our firm under the
heading "Experts" in the Registration Statement.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
July 24, 1998
--------------------
CONSENT OF COUNSEL
The consent of Bruce C. Bennett, Associate General
Counsel--Treasury Operations and Assistant Secretary of the
Company, to the reference to such counsel under Legal
Opinions in the Prospectus, and to the use of his opinion as
an Exhibit to the Registration Statement, is included in
said opinion.
II-8
<PAGE> 19
EXHIBIT INDEX
Exhibit Number Description
1 Distribution Agreement dated as of Fenruary 1, 1992.
4(a) Form of Indenture dated as of October 1, 1991
between the Company and Mercantile-Safe Deposit and Trust
Company, as Trustee (incorporated by reference from Exhibit
4 to the Company's Registration Statement on Form S-3, File
No. 33-43420).
4(b) First Supplemental Indenture dated as of May 11,
1994 to the Indenture dated as of October 1, 1991.
4(c) Second Supplemental Indenture dated as of August
15, 1996 to the Indenture dated as of October 1, 1991
between the Company and The Chase Manhattan Bank, as
successor trustee.
5 Opinion and consent of Bruce C. Bennett,
Associate General Counsel--Treasury Operations and Assistant
Secretary of the Company.
12 Computation of ratio of earnings to fixed charges
(incorporated by reference from Exhibit 12(a) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 28, 1998, File No. 1-6461).
23 Consent of KPMG Peat Marwick LLP (contained in Part
II of this Registration Statement). Consent of Bruce C.
Bennett is included in his opinion referred to in Exhibit 5
above.
24 Power of Attorney.
25 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 previously filed
as Exhibit 4(a).
<PAGE> GENERAL ELECTRIC CAPITAL CORPORATION
Variable Denomination
Floating Rate Demand Notes
DISTRIBUTION AGREEMENT
as of February 1, 1992
GECC CAPITAL MARKETS GROUP, INC.
260 Long Ridge Road
Stamford, Connecticut 06927
Dear Sirs:
General Electric Capital Corporation, a New York
corporation (the "Company"), confirms its agreement with
you with respect to the issue and sale by the Company of
up to $3,000,000,000 aggregate principal amount of its
Variable Denomination Floating Rate Demand Notes (the
"Notes").
The Notes are to be issued pursuant to an indenture dated as
of October 1, 1991 between the Company and Mercantile-Safe
Deposit and Trust Company, as trustee (the "Trustee") (such
indenture as may be amended or supplemented being referred to
herein as the "Indenture"). The Company has authorized the
issuance of Notes through you pursuant to the terms of this
Agreement. The Notes will be issued in uncertificated form
and will be administered by The Northern Trust Company (the
"Processing Agent") pursuant to a Processing Agent Agreement,
dated as of February 1, 1992, between the Company and the
Processing Agent. Subject to the terms and conditions stated
herein, the Company hereby appoints you as a distribution
agent of the Company in respect of the Notes.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
Form S-3 (No. 3343420) relating to the Notes and the offering
thereof from time to time in accordance with Rule 415 under
the Securities Act of 1933, as amended (the "1933 Act").
Such registration statement has been declared effective by
the Commission, and the Indenture has been qualified under
the Trust Indenture Act of 1939 (the "1939 Act"). Such
registration statement and the prospectus relating to the
Notes filed pursuant to Rule 424 under the 1933 Act,
including all documents incorporated therein by reference, as
from time to time amended or supplemented by the filing of
documents pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the 1933 Act or otherwise, are
referred to herein as the "Registration Statement" and the
"Prospectus", respectively, except that if any revised
prospectus shall be provided to you by the Company for use in
<PAGE>
connection with the offering of the Notes which differs from
the Prospectus on file at the Commission on the date of this
Agreement (the "Commencement Date") (whether or not such
revised prospectus is required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations), the
term "Prospectus" shall refer to such revised prospectus from
and after the time it is first provided to you for such use.
Notwithstanding anything to the contrary above in this
paragraph, The Company shall have the right at any time and
from time to time to substitute for the Registration
Statement one or more other registration statements (each a
"Substitute Registration Statement") on Form S-3 relating to
the Notes and the offering and sale thereof from time to time
in accordance with Rule 415 under the 1933 Act, by written
notification of such substitution to you and
the Trustee. By such notification, the Company shall be
deemed to have made with respect to each such Substitute
Registration Statement, each of the representations set forth
in the first two sentences of this paragraph, and from and
after the date of such notification, such Substitute
Registration Statement or Substitute Registration Statements
shall become the Registration Statement as defined in this
paragraph and as used for all purposes throughout this
Agreement.
SECTION 1. Representations and Warranties. (a) The Company
represents and warrants to you as of the Commencement Date,
as of the date of each sale of Notes and as of the times
referred to in Section 6 (each of the times referenced above
being referred to herein as a "Representation Date"), as
follows:
(i) each document filed by the Company pursuant to the
1934 Act which is incorporated by reference in the Prospectus
complied when so filed in all material respects with the 1934
Act and the rules and regulations thereunder, and each
document, if any, hereafter filed and so incorporated by
reference in the Prospectus will comply when so filed in all
material respects with the 1934 Act rules and regulations;
(ii) the Registration Statement and the Prospectus
comply, and the Registration Statement and the Prospectus
(and any amendments and supplements thereto) will on the
applicable Representation Date comply, in all material
respects, with the 1933 Act and the applicable rules and
regulations of the Commission thereunder;
(iii) each part of the Registration Statement at the
time such part became effective did not contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and the Prospectus on the
<PAGE>
Commencement Date (unless the term "Prospectus" refers to a
prospectus which has been provided to you by the Company for
use in connection with the offering of the Notes which
differs from the Prospectus on file at the Commission on the
Commencement Date, in which case at the time it is first
provided to you for such use) did not, and on the applicable
Representation Date will not, contain any untrue statement of
a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(iv) there has been no material adverse change in
the condition of the Company and its consolidated
subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus;
(v) the aggregate principal amount of Variable
Denomination Floating Rate Demand Notes outstanding at any
one time will not exceed U.S.$3,000,000,000; and
(vi) no event exists which would constitute an event of
default under the Indenture;except that the representations
and warranties set forth in paragraphs (i), (ii) and (iii) of
this Section 1(a) do not apply to statements or omissions in
the Registration Statement or the Prospectus based upon
information furnished to the Company in writing by you
expressly for use therein.
(b) Additional Certifications. Any certificate signed
by any officer of the Company and delivered to you or to your
counsel in connection with an offering of Notes shall be
deemed a representation and warranty by the Company to you as
to the matters covered thereby.
SECTION 2. Act as Distribution Agent. (a) On the basis of
the representations and warranties herein contained, but
subject to the terms and conditions herein set forth, you
agree to act as a distribution agent of the Company and to
use your best efforts to solicit offers to purchase the Notes
upon the terms and conditions set forth in the Prospectus.The
Company reserves the right, in its sole discretion, to
suspend solicitation by you of purchases of the Notes
commencing at any time for any period of time or permanently.
Upon receipt of instructions from the Company, you will
forthwith suspend solicitation of purchases from the Company
until such time as the Company has advised you that such
solicitation may be resumed.
You shall have the right to suspend solicitations, commencing
at any time you reasonably believe that there has occurred a
material adverse change in the condition of the Company and
its consolidated subsidiaries, taken as a whole, from that
<PAGE>
then set forth in the Registration Statement and the
Prospectus, and ending at the time you have been reasonably
satisfied that adequate and full disclosure of such adverse
change has been made (including without limitation any
necessary amendments or supplements to the Registration
Statement and the Prospectus). The Company agrees to pay your
out-of-pocket expenses incurred in respect of the performance
of your obligations under this Agreement.
(b) Information. The Company authorizes you, in
connection with your solicitation of purchases of the Notes,
to use only information taken from the Registration Statement
and the Prospectus, and the documents incorporated therein by
reference, and you agree that you will not use any other
information in connection with your solicitation of purchases
of the Notes.
(c) Registered Broker-Dealer. You represent that you
are a broker-dealer registered under the 1934 Act.
SECTION 3. Covenants of the Company. The Company covenants
with you as follows: (a) Notice of Certain Events. The
Company will notify you promptly (i) of the effectiveness of
any amendment to the Registration Statement (including any
posteffective amendment), (ii) of the mailing or the delivery
to the Commission for filing of any supplement to the
Prospectus or any document to be filed pursuant to the 1934
Act which will be incorporated by reference in the
Prospectus, (iii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information,
and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose. The
Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued,
to obtain the lifting thereof at the earliest possible
moment.
(b) Copies of Registration Statement Prospectus. The
Company will deliver to you two conformed copies of the
Registration Statement (as originally filed) and of each
amendment thereto relating to the Notes (including exhibits
filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus). The
Company will furnish to you as many copies of the Prospectus
(as amended or supplemented) as you shall reasonably request
so long as you are required to deliver a Prospectus in
connection with sales or solicitations of offers to purchase
the Notes.
<PAGE>
(c) Revisions of Prospectus C Material Changes. If,
during such period after the first date of the public
offering of the Notes as in the opinion of counsel to the
Company a prospectus is required by law to be delivered in
connection with sales of the Notes by you, any event shall
occur as a result of which it is necessary to amend or
supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the
statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary at any such time to
amend or supplement the Registration Statement or the
Prospectus in order to comply with the requirements of the
1933 Act or the 1933 Act Regulations, prompt notice shall be
given, and confirmed in writing, to you to cease the
solicitation of offers to purchase the Notes. If the Company
shall determine that solicitation of purchases of the Notes
shall be resumed, then, prior to the Company's authorizing
you to resume solicitations of purchases of the Notes the
Company will promptly prepare and file with the Commission
such amendment or supplement, whether by filing documents
pursuant to the 1934 Act, the 1933 Act or otherwise, as may
be necessary to correct such untrue statement or omission or
to make the Registration Statement comply with such
requirements.
(d) Prospectus Revisions - Periodic Financial
Information. Promptly after the filing with the Commission of
the Company's quarterly reports on Form 10-Q with respect to
each of the first three quarters of any fiscal year, the
Company shall furnish copies of such reports to you;
provided, however, that if on the date of such filing you
shall have suspended solicitation of purchases of the Notes
pursuant to a request from the Company, the Company shall not
be obligated to furnish copies of such reports until such
time as the Company shall determine that solicitation of
purchases of the Notes should be resumed.
(e) Prospectus Revisions - Audited Financial
Information. Promptly after the filing with the Commission of
the Company's annual report on Form 10-K including the
audited financial statements of the Company for the preceding
fiscal year, the Company shall furnish copies of such report
to you; provided, however, that if on the date of such filing
you shall have suspended solicitation of purchases of Notes
pursuant to a request from the Company, the Company shall not
be obligated to furnish copies of such reports until such
time as the Company shall determine that solicitation of
purchases of Notes should be resumed.
(f) Section 11(a) Earnings Statements. The Company will
<PAGE>
make generally available to its security holders as soon as
practicable, earnings statements, which need not be audited,
covering twelve month periods beginning after the effective
date (as defined in the rules and regulations promulgated
under Section 11(a) of the 1933 Act) of the Registration
Statement with respect to each sale of Notes that will
satisfy Section 11(a) of the 1933 Act and comply with the
rules and regulations thereunder.
(g) Copies of Current Reports. The Company will
furnish
to you, promptly after the filing thereof with the
Commission, copies of its reports on Form 8-K (other than
reports relating solely to securities other than the Notes).
(h) Blue Sky Qualifications. The Company will
endeavor, in cooperation with you, to qualify the Notes for
offering and sale under the applicable securities laws of
such states and other jurisdictions of the United States as
you may reasonably designate, and will maintain such
qualifications in effect for as long as may be required for
the distribution of the Notes; provided, however, that the
Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation in
any jurisdiction in which it is not so qualified. The
Company will file such statements and reports as may be
required by the laws of each jurisdiction in which the Notes
have been qualified as above provided.
(i) 1934 Act Filings. The Company, during the period
when the Prospectus is required to be delivered under the
1933 Act, will file timely all documents required to be filed
with the Commission pursuant to Sections 3(a), 13(c), 14 or
15(d) of the 1934 Act.
SECTION 4. Payment of Expenses. The Company will pay all
expenses incident to the performance of its obligations under
this Agreement, including:
(a) The preparation and filing of the Registration
Statement and all amendments thereto and the Prospectus and
any amendments or supplements thereto;
(b) The fees and disbursements of the Company's
accountants and of the Trustee and the Processing Agent and
their respective counsel;
(c) The qualification of the Notes under securities
laws in accordance with the provisions of Section 3(h),
including filing fees and the reasonable fees and
disbursements of counsel in connection therewith and in
connection with the preparation of any Blue Sky Survey and
any Legal Investment Survey;
<PAGE>
(d) The printing and delivery to you in quantities as
hereinabove stated of copies of the Registration Statement
and any amendments thereto, and of the Prospectus and any
amendments or supplements thereto, and the delivery by you of
the Prospectus and any amendments or supplements thereto in
connection with solicitations of sales of the Notes;
(e) The printing and delivery to you of copies of the
Indenture and any Blue Sky Survey and any Legal Investment
Survey;
(f) Any fees charged by rating agencies for the rating
of the Notes;
(g) The fees and expenses, if any, incurred with
respect to any filing with the National Association of
Securities Dealers, Inc.; and
(h) Any advertising and other out-of-pocket expenses
incurred with the approval of the Company.
SECTION 5. Conditions of Obligations. Your obligations to
solicit offers to purchase the Notes as agent of the Company
will be subject at all times to the accuracy of the
representations and warranties on the part of the Company
herein and to the accuracy of the statements of the Company's
officers made in any certificate furnished pursuant to the
provisions hereof, to the performance and observance by the
Company of all covenants and agreements herein contained on
its part to be performed and observed and to the following
additional conditions precedent:
(a) Legal Opinions. As of the Commencement Date, you
shall have received the following documents: (i) Opinion of
Company Counsel. The opinion of the Senior Vice President,
General Counsel and Secretary of the Company or the Associate
General Counsel and Assistant Secretary of the Company, dated
as of such Commencement Date, in form and substance
satisfactory to you, to the effect that:
(A) The Company has been duly incorporated and is
validly existing under the laws of the State of New York.
(B) The Company is duly qualified to transact business
and is in good standing in the jurisdictions in which the
conduct of its business or the ownership of its property
requires such qualification.
<PAGE>
(C) The Indenture has been duly authorized, executed
and delivered by the Company, is a valid and binding
agreement of the Company and has been qualified under the
1939 Act.
(D) The Notes have been duly authorized and will be
valid land binding obligations of the Company and will be
entitled to the benefits of the Indenture.
(E) This Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding
agreement of the Company, except as rights to indemnity
hereunder may be limited under applicable law.
(F) Neither the execution and delivery of this Agreement
nor the issuance and sale of the Notes by the Company as
provided herein will contravene the organization certificate
or by-laws of the Company or result in any violation of any
of the terms or provisions of any law or regulation or of any
indenture, mortgage or other agreement or instrument known to
such counsel by which the Company or any of its subsidiaries
is bound or, any judgment, order or decree of any
governmental body, agency or court having Jurisdiction over
the Company or any of its subsidiaries.
(G) The statements contained in the Prospectus under
the captions "Certain terms of the Notes" and "Plan of
Distribution" fairly present the matters referred to therein.
(H) Each document incorporated by reference in the
Prospectus which was filed pursuant to the 1934 Act (except
for the financial statements included therein, as to which
such counsel need not express any opinion) complied when so
filed as to form in all material respects with the 1934 Act
and the applicable rules and regulations of the Commission
thereunder.
(I) The Registration Statement is effective under the
1933 Act and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission.
(J) The Registration Statement and the Prospectus and any
supplements and amendments thereto comply as to form in all
material respects with the 1933 Act and the applicable rules
and regulations of the Commission thereunder.
(K) Such counsel believes that (except for the
financial statements included therein, as to which counsel
need not express any belief) each part of the Registration
Statement at the time it became effective, and if an
amendment to the Registration Statement or an Annual Report
on Form 10-K has been filed by the Company with the
commission subsequent to such date, at the time of the most
<PAGE>
recent such filing, did not contain an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein
not misleading, and the Prospectus, as of the Commencement
Date, does not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(ii) Opinion of Special Counsel to the Company.
The opinion of White & Case, special counsel for the Company,
dated as of such Commencement Date, covering the matters
referred to in subparagraph (i) under the subheadings (A),
(C), (E), (G), (I), (J) and (K). (iii) In rendering the
opinion referred to in subparagraph (i) above, such counsel
may state that with respect to (J) and (K) of subparagraph
(i), such counsel's opinion and belief are based upon his
participation in the preparation of the Registration
Statement and the Prospectus and any amendments and
supplements thereto (including documents incorporated by
reference) and review and discussion of the contents thereof,
but are without independent check or verification except as
stated therein. In rendering the opinion referred to in
subparagraph (ii) above, such counsel may state that with
respect to (J) and (K) of subparagraph (i) above, such
counsel's opinion and belief are based upon its participation
in the preparation of the Registration Statement and the
Prospectus and any amendments and supplements thereto (other
than documents incorporated by reference) and upon its review
and discussion of the contents thereof (including documents
incorporated by reference), but are without independent check
or verification except as stated therein.
(b) Officer's Certificate. At the Commencement Date, no
stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such
purpose shall be pending before or threatened by the
Commission, and there shall have been no material adverse
change in the condition of the Company and its consolidated
subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus; and you shall have
received on the Commencement Date a certificate, dated the
Commencement Date and signed by an executive officer of the
Company, to the foregoing effect. The officer making such
certificate may rely upon the best of his knowledge as to
proceedings pending or threatened.
If any condition specified in this Section shall not have
been fulfilled, this Agreement may be terminated by you by
notice to the Company at any time at or prior to the
Commencement Date, and such termination shall be without
<PAGE>
liability of any party to any other party, except that the
covenants set forth in Section 3(f) hereof, the provisions of
Section 4 hereof, the indemnity agreements set forth in
Section 7 hereof, and the provisions of Sections 8 and 12
hereof shall remain in affect.
SECTION 6. Additional Covenants of the Company. The Company
covenants and agrees that: each acceptance by it of an offer
for the purchase of Notes shall be deemed to be an
affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate
theretofor delivered to you pursuant hereto are true and
correct at the time of such acceptance or sale, as the case
may be (and it is understood that such representations and
warranties shall relate to the Registration Statement and the
Prospectus as amended and supplemented to each such time).
SECTION 7. Indemnification. (a) Indemnification of You.
The Company agrees to indemnify and hold you harmless from
and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or the Prospectus (if used within the period set
forth in Section 3(c) and as amended or supplemented if the
Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information
furnished in writing to the Company by you expressly for use
therein.
(b) Indemnification of Company. You agree to indemnify
and hold harmless the Company, its directors, its officers
who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing
indemnity from the Company to you, but only with reference to
information relating to you furnished in writing by you
expressly for use in the Registration Statement or the
Prospectus.
(c) General. In case any proceeding (including any
governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant
to Section 7(a) or 7(b) hereof, such person (the "indemnified
party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any
<PAGE>
others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding,
any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the
indemnifying party and-the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the
named parties to any proceeding (including any impleaded
parties) include both the indemnifying party and the
indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than
one separate firm (in addition to local counsel) for all such
indemnified parties and that all such fees and expenses shall
be reimbursed as they are incurred. Such firm shall be
designated in writing by you in the case of parties
indemnified pursuant to Section 7(a) and by the Company in
the case of parties indemnified pursuant to Section 7(b).
The indemnifying party shall not be liable for
any settlement of any proceeding affected without its written
consent but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or
judgment.
SECTION 8. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and
agreements contained in this Agreement, or contained in
certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on your behalf, or
by or on behalf of the Company or any controlling person of
the Company, and shall survive each delivery of and payment
for any of the Notes.
SECTION 9. Termination. (a) Termination of this Agreement.
This Agreement may be terminated as to a party for any
reason, at any time by either party hereto upon the giving of
90 days' written notice of such termination to the other
party hereto.
(b) General. In the event of any such termination,
neitherparty will have any liability to the other party
hereto, except that the covenant set forth in Section 3(f)
hereof (except that the Company shall no longer be required
to comply with the provisions of Section 3(f) after it has
made generally available to its security holders an earnings
statement (which need not be audited) covering a twelve-month
period beginning after the date of the last sale of Notes
hereunder which shall satisfy the provisions of Section 11(a)
<PAGE>
of the 1933 Act and the rules and regulations thereunder),
the provisions of Section 4 hereof, the indemnity agreements
set forth in Section 7 hereof, and the provisions of Sections
8 and 12 hereof shall remain in effect.
SECTION 10. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form
of telecommunication. Notices to you shall be directed to
GECC Capital Markets Group, Inc., 292 Long Ridge Road,
Stamford, Connecticut 06927, attention of Senior Vice
President and Treasurer; and notices to the Company shall be
directed to it at: 777 Long Ridge Road, Stamford, Connecticut
06927, attention of Vice President and Treasurer.
SECTION 11. Parties. This Agreement shall inure to the
benefit of and be binding upon you and the Company and your
and the Company's respective successors thereto. Nothing
expressed or mentioned in this Agreement is intended or shall
be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and
the controlling persons and officers and directors referred
to in Section 7 and their heirs and legal representatives,
any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors and said
controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Notes
shall be deemed to be a successor by reason merely of such
purchase.
SECTION 12. Governing Law. This Agreement and the rights
and obligations of the parties created hereby shall be
governed by
the laws of the State of New York applicable to agreements
made and to be performed in such State.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all
counterparts will become a binding agreement between you and
the Company in accordance with its terms.
<PAGE>
Very truly yours,
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Jeffrey S. Werner
Title: Vice President and Treasurer
CONFIRMED AND ACCEPTED,
as of the date first above written:
GECC CAPITAL MARKETS GROUP, INC.
By: /s/ Jeffrey S. Werner
Title: Senior Vice President and
Treasurer
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
AND
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
Trustee
___________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 11, 1994
______________________
Supplemental to the Indenture
dated as of October 1, 1991
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of May 11, 1994, by
and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ( hereinafter sometimes called the "Company"), and
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY, a bank and trust company incorporated under the laws of
the State of Maryland, as trustee (hereinafter sometimes called
the "Trustee").
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture dated as of October 1, 1991
(hereinafter called the "Indenture"), providing for the issuance
by the Company from time to time of its unsecured Variable
Denomination Floating Rate Demand Notes (in the Indenture and
herein called the "Securities"); and
WHEREAS, it is provided in Section 10.01 (c) of the
Indenture, among other things, that without the consent of the
holder of any Security, the Company and the Trustee may enter
into indentures supplemental thereto to make provisions in regard
to matters arising under the Indenture which shall not adversely
affect the interests of the holder of any Security; and
WHEREAS, in accordance with Section 10.01 (c) of the
Indenture, the Company desires, and the Trustee has agreed, to
enter into this First Supplemental Indenture to the Indenture to
provide for the matters set forth herein and, to provide
therefor, the Company has duly authorized the execution and
delivery of this First Supplemental Indenture; and
WHEREAS, all things necessary to make the Indenture, as
hereby modified, a valid agreement of the Company, in accordance
with its terms, have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL
INDENTURE WITNESSETH:
In order to amend the Indenture, the Company and the Trustee
have executed and delivered this First Supplemental Indenture.
ARTICLE ONE
AMENDMENT OF THE INDENTURE
Section 1.01 Amendment to Section 1.01. (a) Section 1.01
of the Indenture is hereby amended by adding the following new
definition in appropriate alphabetical order:
"Account" means and account maintained by an agent
bank retained by the Company, such account to
reflect the aggregate principal amount of Securities
owned by a holder of a Security at any time.
<PAGE>
Section 1.02 Amendments to Article Three. (a) Section 3.03
of the Indenture is hereby amended by adding the following after
the reference to "Section 3.01" and before the comma in the
eleventh line of the fourth paragraph of Section 3.03:
"and such redemption is not effected pursuant to Section
3.03A"
(b) The following new Section 3.03A is hereby added to
Article Three (and a conforming change is made to the Table of
Contents):
Section 3.03A Redemption of Certain Accounts. If the
balance of any Account is less than $250.00 (or any other minimum
Account balance subsequently established by the Company) for at
least six consecutive months (or such other period subsequently
established by the Company), the Company may redeem, at any time
in its discretion after such period of time has elapsed, in whole
but not in part, the Securities issued under this Indenture and
held for the Securityholder in such Account; provided, however,
that at the time of such redemption the balance of such Account
shall continue to be less than $250.00 (or such other minimum
amount as aforesaid). Such redemption shall be effective on the
date specified in a notice delivered by the Company to such
Securityholder at their last address as the same appears on the
Security Register and to the Trustee, such redemption to be
effective ten business days following the date such notice is
sent by the Company. Such mailing shall be by first class mail.
The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the
Securityholder receives such notice.
Each such notice shall specify the Redemption Date, the
principal amount of the Securities being redeemed, the manner in
which the redemption price shall be paid (which shall be by check
mailed to the Securityholder unless otherwise specified in such
notice), and that on and after the Redemption Date, any interest
in the Securities, or on the portion thereof, being redeemed will
cease to accrue.
If notice of redemption has been given as provided above,
the Securities, or portions thereof, with respect to which such
notice has been given shall become due and payable on the
Redemption Date at a redemption price equal to 100% of the
principal amount thereof being redeemed plus accrued and unpaid
interest thereon to the Redemption Date, and on and after the
Redemption Date (unless the Company shall default in the payment
of such Securities, together with any interest accrued and unpaid
to the Redemption Date) any interest on the Securities, or on the
portions thereof, so called for redemption shall cease to accrue.
On or prior to the Redemption Date specified in the notice
of redemption given as provided in this Section 3.03A, the
Company will deposit with the Trustee or with one or more Paying
Agents (or if the Company is acting as its own Paying Agent, the
Company will segregate and hold in trust as provided in Section
4.05) an amount of money sufficient to redeem on the
<PAGE>
Redemption Date all the Securities, or portions thereof, so
called for redemption, together with accrued and unpaid interest
to the date fixed for redemption.
Section 1.03 Amendment to Sections 10.01 and 10.02 (a)
Section 10.01 of the Indenture is amended by deleting the words,
"when authorized by resolution of its Board of Directors," in the
second and third lines of the first paragraph thereof.
(B) Section 10.02 of the Indenture is amended by deleting
the words ", when authorized by resolution of its Board of
Directors," in the fifth and sixth lines of the first paragraph
thereof.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
All capitalized terms which are used herein ad not otherwise
defined herein are defined in the Indenture and are used herein
with the same meanings as in the Indenture.
The Trustee makes no undertaking or representations in
respect of, and shall not be responsible in any manner
whatsoever, for and in respect of, the validity or sufficiency of
this First Supplemental Indenture or the proper authorization or
the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which
recitals and statements are made solely by the Company.
Except as expressly amended hereby, the Indenture shall
continue in full force and effect in accordance with the
provisions thereof and the Indenture is in all respects fully
ratified and confirmed. The First Supplemental Indenture and all
its provisions shall be deemed a part of the Indenture in the
manner and to the extent herein and therein provided.
This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.
This Instrument 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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Jeffrey S. Werner
Senior Vice President-Corporate
Treasury and Global Funding Operation
[CORPORATE SEAL]
Attest:
By: /s/ Bruce C. Bennett
Assistant Secretary
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY
By: /s/ Robert D. Brown
Corporate Trust Officer
[CORPORATE]
Attest:
By: /s/ Helen Mabe
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF BALTIMORE )
On the 12th day of May, 1994, before me personally
came Robert D. Brown to me known, who, being by me duly
sworn, did depose and say that (s)he resides in Silverton,
Connecticut; that (s)he is a Corporate Trust Officer of
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, the Trustee
described in and which the foregoing instrument; that (s)he
knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that
it was so affixed by authority of the Board of Directors of
said corporation; and that (s)he signed (her)his name
thereto by like authority.
/s/ Michael C. Herlin
Notary Public
[Notarial Seal]
STATE OF CONNECTICUT )
ss.:
COUNTY OF FAIRFIELD )
On the 26th day of May 1994, before me personally came
Jeffrey S. Werner to me known, who, being by me duly sworn,
did depose and say that (s)he resides at Stamford,
Connecticut; 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 foregoing 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 by authority of the Board of Directors of
said corporation; and that he signed his name thereto by
like authority.
/s/ Gail S. Thiede
Notary Public
[Notarial Seal]
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
AND
THE CHASE MANHATTAN BANK
Trustee
___________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 15, 1996
______________________
Supplemental to the Indenture
dated as of October 1, 1991
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
<PAGE>
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of August 15, 1996,
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 October 1, 1991 and a
First Supplemental Indenture dated as of May 11, 1994 (such
Indenture, as so supplemented, the "Indenture"), providing for
the issuance by the Company from time to time of its unsecured
Variable Denomination Floating Rate Demand Notes (in the
Indenture and herein called the "Securities"). All terms used in
this Second Supplemental Indenture that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture;
WHEREAS, Section 10.01 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 Second Supplemental Indenture to amend
the Indenture and has requested that the Trustee join in the
execution of this Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second
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 SECOND 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 Second Supplemental Indenture:
(i) Limitation on Liens. Section
4.03 of the Indenture, and the corresponding
reference thereto to the Table of
<PAGE>
Contents thereto, is hereby deleted
in its entirety.
(ii) Securities
to be Secured in Certain Events.
Section 11.02 of the Indenture, and
the corresponding reference thereto
in 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 4.03 or Section 11.02."
(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 4.04 Section 4.03
Section 4.05 Section 4.04
Section 4.06 Section 4.05
Section 11.03 Section 11.02
Section 11.04 Section 11.03
B. The following amendment to the
Indenture shall apply to any Securities
Outstanding on the date of this Second
Supplemental Indenture or hereafter
authenticated and delivered by the Trustee
hereunder:
(i) Supplemental Indentures Without
Consent of Securityholders.
Section 10.01(c) of the Indenture
is hereby amended by inserting the
word "Outstanding" before the word
"Securities" therein.
<PAGE>
II. MISCELLANEOUS.
A. Incorporation of Indenture. All
the provisions of this Second 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 Second 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 Second
Supplemental Indenture are inserted for
convenience of information of reference and
shall not be deemed to be a part thereof.
C. Counterparts. This Second
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 Second
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 Second
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 Second 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 Second Supplemental
Indenture. Nothing in this Second
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 Second 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 Second 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>
IN WITNESS WHEREOF, the parties hereto have caused this
Second 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
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By:/s/ Mary A. Lewida
Name: Mary A. Lewida
Title: Second Vice President
Attest:
/s/ John T. Needhane Jr.
Title Assistant Treasurer
<PAGE>
STATE OF CONNECTICUT)
) s.s.:
COUNTY OF FAIRFIELD )
On the 15th 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 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/ Gail S. Thiede
Notary Public
Gail S. Thiede
Notary Public
My commission Expires July 31, 2000
[notarial seal]
STATE OF NEW YORK )
) s.s.:
COUNTY OF NEW YORK )
On the 14th day of August, 1996, before me personally
came Mary Lewida, to me known, who, being by me duly sworn,
did depose and say that s/he resides at 16 Cedar Ave, Staten
Island, NY 10305, that s/he is a 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.
Della K. Benjamin
Notary Public
Della K. Benjamin
Notary Public, State of New York
No. 01BE4659667
Qualified in Kings County
Commission Expires April 30, 1997
[notarial seal]
<PAGE>
Bruce C. Bennett General Electric Capital Corporation
Associate General Counsel 201 High Ridge Road, Stamford, CT 06927
Treasury Operation and
Assistant Secretary
July 22, 1998
General Electric Capital Corporation
201 High Ridge Road
Stamford, CT 06905
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 $5,000,000,000 aggregate principal amount of the
Company's Variable Denomination Floating Rate Demand Notes
(the "Notes"), to be issued from time to time under an
indenture dated as of October 1, 1991 between the Company
and The Chase Manhattan Bank, as Successor Trustee, as
supplemented through the date hereof (such indenture, as so
supplemented, being herein called the "Indenture").
In my opinion, when the issuance of the Notes and approval
of the final terms thereof have been duly authorized by
appropriate corporate action and the Notes have been duly
executed, authenticated and delivered against payment
therefor, subject to the final terms of the Notes being in
compliance with then applicable law, the Notes will be valid
and binding obligations of the Company, enforceable against
the Company in accordance with their terms and will entitle
the holders thereof to the benefits provided by the
Indenture, pursuant to which such Notes were issued except
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
2
<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 $5,000,000,000 aggregate principal
amount of the Corporation's Variable Denomination Floating
Rate Demand Notes, 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 22nd day of July, 1998.
/S/ Gary C. Wendt /S/ Dennis J Nayden
_____________________ _______________________
Gary C. Wendt Denis J. Nayden
Chairman of the Board, President,
and Director Chief Operating Officer
and Chief Executive Officer
(Principal Executive Officer)
/S/ James A. Parke /S/ Joan C. Amble
________________________ _______________________
James A. Parke Joan C. Amble
Senior Vice President, Vice President
Finance and Director and Controller
(Principal Financial Officer) (Principal Financial Officer)
/S/ Jeffrey S. Werner /S/ Nigel D.T. Andrews
________________________ _______________________
Jeffrey S. Werner Nigel D.T. Andrews
Senior Vice President- Director
Corporate Treasury and
Global Funding Operation
/S/ Nancy E. Barton /S/ James R. Bunt
_________________________ ________________________
Nancy E. Barton James R. Bunt
Director Director
<PAGE> 2
/S/ David M. Cote /S/ Dennis D. Dammerman
________________________ ________________________
David M. Cote Dennis D. Dammerman
Director Director
/S/ Paolo Fresco /S/ Benjamin W. Heineman, Jr.
________________________ ________________________
Paolo Fresco Benjamin W. Heineman, Jr.
Director Director
/S/ Jeffrey R. Immelt /S/ W. James McNerney, Jr.
________________________ ________________________
Jeffrey R. Immelt W. James McNerney, Jr.
Director Director
/S/ John H. Myers /S/ Robert L. Nardelli
________________________ ________________________
John H. Myers Robert L. Nardelli
Director Director
/S/ Michael A. Neal /S/ John M. Samuels
________________________ ________________________
Michael A. Neal John M. Samuels
Director Director
/S/ Edward D. Stewart /S/ John F. Welch, Jr.
________________________ ________________________
Edward D. Stewart John F. Welch, Jr.
Director Director
<PAGE> 1
____________________________________________________________
_______
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)
New York 13-1500700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 Long Ridge Road
Stanford, Connecticut 06927
(Address of principal executive offices) (Zip Code)
Variable Denomination Floating Rate Demand Notes
(Title of the 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, Suite 2310, 5
Empire State Plaza, Albany,
New York 12223. Board of Governors of the
Federal Reserve System, 20th and
C Street, NW, Washington, D.C., 20551.
FederalReserve Bank of New York,
District No. 2, 33 Liberty Street, New York, N.Y.
10045
Federal Deposit Insurance Corporation, 550
Seventeenth Street NW, 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.
<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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939 the Trustee, The Chase Manhattan 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 22nd day of July, 1998.
THE CHASE MANHATTAN BANK
By /s/ James P.Freeman
_____________________
James P. Freeman
Assistant Vice President
<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 March 31, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin
........................................ $12,037
Interest-bearing balances
............................................4,054
Securities:
..........................................
Held to maturity
securities......................... 2,340
Available for sale
securities......................... 50,134
Federal funds sold and securities
purchased under agreements to resell..... 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,958
Less: Allowance for loan and lease 2,797
losses
Less: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance, and reserve.................. 125,161
Trading Assets
........................ 61,820
Premises and fixed assets (including
capitalized leases)..... 2,961
Other real estate owned................... 347
Investments in unconsolidated subsidiaries
and associated companies................ 242
Customers' liability to this bank on
acceptances outstanding.................. 1,380
Intangible assets........................ 1,549
Other assets.... 11,727
TOTAL ASSETS ....................... $298,734
=========
- 4 -
<PAGE> 5
LIABILITIES
Deposits
In domestic offices................... $96,682
Noninterest-bearing..................... 38,074
Interest-bearing ..................... 58,608
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........ 72,630
Noninterest-bearing ....................$ 3,289
Interest-bearing....................... 69,341
Federal funds purchased and securities
sold under agreements to repurchase....... 42,735
Demand notes issued to the U.S. Treasury 872
Trading liabilities....................... 45,545
Other borrowed money (includes mortgage
indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year
or less ........... 4,454
With a remaining maturity of more
than one year through three years 231
With a remaining maturity of
more than three years..... 106
Bank's liability on acceptances
executed and outstanding 1,380
Subordinated notes and debentures ..... 5,708
Other liabilities..................... 11,295
TOTAL LIABILITIES
........................ 281,638
EQUITY CAPITAL
Perpetual preferred stock and related
surplus 0
Common stock
........................ 1,211
Surplus (exclude all surplus related
to preferred stock)... 10,291
Undivided profits and capital reserves 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ......... (1)
Cumulative foreign currency translation
adjustments ... 16
TITAL EQUITY CAPITAL................... 17,096
______
TOTAL LIABILITIES AND EQUITY CAPITAL.. $298,734
==========
I, Joseph L. Sclafani, E.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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
