PROSPECTUS Pricing Supplement No. 3241
Dated January 10, 1995 Dated October 30, 1998
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
No. 333-07469
Dated January 25, 1995
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Floating Rate Notes)
Trade Date: November 2, 1998
Settlement Date (Original Issue Date): November 4, 1998
Maturity Date: November 4, 2038 (subject to earlier redemption or
repayment as described under "Additional Terms--Redemption of the
Notes" and "Additional Terms--Repayment at Option of Holder",
respectively).
Principal Amount (in Specified Currency): US$ 40,092,000
Price to Public (Issue Price): 100%
Agent's Discount or Commission: 0.60%
Net Proceeds to Issuer (in Specified Currency): US$ 39,851,448
Interest Rate:
Interest on the Notes is payable semiannually in arrears on
each November 4 and May 4, commencing May 4, 1999 (with respect
to the period from and including November 4, 1998 to but
excluding May 4, 1999) and on the Maturity Date (with respect to
the period from and including May 4, 2038 to but excluding
November 4, 2038) (each such date, an "Interest Payment Date").
The rate of interest payable on each Note is a variable rate,
which shall be based on the Commercial Paper Rate (as defined
herein) minus a Spread equal to 30 basis points. Interest on the
Notes will reset monthly on the 4th day of each month, commencing
December 4, 1998 (each an "Interest Reset Date"). The interest
rate applicable to the first Accrual Period (from and including
November 4, 1998 to but excluding December 4, 1998) commencing on
the Original Issue Date shall be determined two Business Days
prior the Original Issue date set forth above. See "Additional
Terms--Interest" herein.
Repayment, Redemption and Acceleration
The Notes are redeemable at the option of the Company, in whole
or in part, at any time on or after November 4, 2028 (the
"Initial Redemption Date") through November 3, 2033 at 105% of
the principal amount thereof and thereafter at the decreasing
prices as set forth herein, together in each case with interest
to the date of redemption. See "Additional Terms--Redemption of
the Notes."
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE
DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.
<PAGE> (Floating Rate Notes)
Page 2
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No. 333-07469
The Notes will be repayable at the option of the holder, on
November 4, 2008 at 99.39% of their principal amount, on November
4, 2011 at 99.60% of their principal amount, on November 4, 2014
at 99.87% of their principal amount and on November 4, 2017 at
100% of their principal amount and on each third anniversary
thereafter at 100% of their principal amount together in each
case with interest to the date of repayment. See "Additional
Terms--Repayment at Option of Holder.
Form of Notes:
XX DTC registered __ non-DTC registered
Additional Terms:
General.
The following description of the terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith
replaces, insofar as such description relates to the Notes, the
description of the general terms and provisions of the Notes set
forth in the accompanying Prospectus dated January 10, 1995 and
Prospectus Supplement, dated January 25, 1995.
Interest.
The Notes will bear interest from November 4, 1998 (the
"Original Issue Date") and will be payable semi-annually on May 4
and November 4 of each year, commencing May 4, 1999 (with respect
to the period from and including November 4, 1998 to but
excluding May 4, 1999) and on the Maturity Date (with respect to
the period from and including May 4, 2038 to but excluding
November 4, 2038). In the event that any Interest Payment Date
is not a Business Day (other than the Maturity Date), such
Interest Payment Date will be the next succeeding Business Day,
if the Maturity Date falls on a day that is not a Business Day,
the payment of principal and interest will be made on the next
succeeding Business Day and no interest shall accrue for the
period from and after such Maturity Date. "Interest Period"
shall mean each period beginning on the Original Issue Date or an
Interest Payment Date up to but excluding the next succeeding
Interest Payment Date.
The Notes will bear interest for each Interest Period at a
variable rate per annum based on the Commercial Paper Rate (as
defined below) for each Accrual Period (as defined below) within
such Interest Period, minus the Spread of 30 basis points. The
"Accrual Period" shall be the period beginning on and including
the Original Issue Date and ending on and excluding December 4,
1998, and thereafter each successive one-month period beginning
on and including the 4th of each month and ending on and
including the day preceding the next Accrual Period, whether or
not such day is a Business Day. Interest during each Accrual
Period will accrue at the Commercial Paper Rate, minus the
Spread, if any, for such Accrual Period on the outstanding
principal amount of the Notes and on the sum of the amounts of
interest for each of the previous Accrual Periods within an
Interest Period.
<PAGE> (Floating Rate Notes)
Page 3
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No. 333-07469
The Commercial Paper Rate for each Accrual Period within each
Interest Period will be determined by the Calculation Agent by
the Calculation Date (as defined below) in accordance with the
following provisions.
The "Commercial Paper Rate" for each Accrual Period within
each Interest Period shall be the Bond Equivalent Yield of the
rate set forth in "Statistical Release H.15(519), Selected
Interest Rates" published by the Board of Governors of the
Federal Reserve System, or any successor publication of the
Board of Governors of the Federal Reserve System
("H.15(519)"), under the caption "Commercial Paper-
Nonfinancial" for the 1-month maturity. If on the Calculation
Date with respect to such Interest Determination Date, the
appropriate rate for an Interest Determination Date is not yet
published in H.15(519), then the Commercial Paper Rate for
such Accrual Period shall be determined as if the parties
specified USD-CP-Reference Dealers. "USD-CP-Reference Dealers"
means that the rate for an Interest Reset Date will be the
Bond Equivalent Yield of the arithmetic mean of the offered
rates of the Reference Dealers as of 11:00 a.m., New York City
time, on that day for U.S. Dollar commercial paper of the 1-
month maturity placed for industrial issuers whose bond rating
is "Aa" or the equivalent from a nationally recognized rating
agency. "Reference Dealers" means three leading dealers of
U.S. dollar commercial paper in New York City selected by the
Calculation Agent. If fewer than three such offered rates are
available on such Calculation Date, the Commercial Paper Rate
for such Accrual Period will be equal to the offered rate for
U.S. dollar deposits having a maturity of one month that
appears on the Reuters Screen ISDA Page as of 11:00 A.M.,
London time, on such Interest Determination Date, less 0.25%.
If such offered rate does not appear on such Calculation Date,
the Commercial Paper Rate for such Accrual Period will be
equal to the arithmetic mean, as calculated by the Calculation
Agent, of the offered rates for U.S. dollar deposits having a
maturity of one month that appear on the Reuters Screen LIBO
Page as of 11:00 A.M., London time, on such Interest
Determination Date, less 0.25%. If fewer than two such
offered rates appear on such Calculation Date, the Commercial
Paper Rate for such Accrual Period will be determined on the
basis of the rates at which deposits in U.S. dollars having a
maturity of one month and in a principal amount equal to an
amount of not less than U.S.$1,000,000 that is representative
for a single transaction in such market at such time are
offered at approximately 11:00 A.M., London time, on that
Interest Determination Date by four major banks in the London
interbank market selected by the Calculation Agent (the
"Reference Banks") to prime banks in the London interbank
market. The Calculation Agent will request the principal
London office of each of such Reference Banks to provide a
quotation of its rates. If at least two such quotations are
provided on such Calculation Date, the Commercial Paper Rate
for such Accrual Period shall be the arithmetic mean of such
quotations, less 0.25%. If fewer than two quotations are
provided on such Calculation Date, the Commercial Paper Rate
for such Accrual Period shall be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time,
on that Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent for
such Accrual Period for loans in U.S. dollars to leading
European banks having a maturity of one month and in a
principal amount equal to an amount of not less than
U.S.$1,000,000 that is representative for a single transaction
in such market at such time less 0.25%; provided, however,
that if the banks in The City of New York selected as
aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence on such Calculation Date, the
Commercial Paper Rate for such Accrual Period shall, subject
to the next succeeding paragraph, be the Commercial Paper Rate
in effect for the immediately preceding Accrual Period.
<PAGE> (Floating Rate Notes)
Page 4
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No. 333-07469
In the event that none of the foregoing sources of rates
are available for a period of six consecutive Accrual Periods,
the Calculation Agent shall select (i) an index for interest
rates and alternatives for such index that are comparable to
indices for commercial paper having a 30-day maturity placed
for issuers the bond rating of which is "AA" or indices for
U.S. dollar deposits having a maturity of one month and (ii)
an appropriate source or sources for such index and
alternative indices. Upon notice of such selection given by
the Company or, at the Company's request, the Trustee, to the
holders of the Notes, such index, alternative indices and the
sources therefor shall be used for determining the Commercial
Paper Rate for each succeeding Accrual Period until such
indices or sources therefor are no long available, in which
case the procedures set forth in the immediately preceding
paragraph shall again be followed.
The "Interest Determination Date" for each Accrual Period
within each Interest Period shall be the second Business Day next
preceding such Accrual Period. The "Calculation Date" with
respect to an Interest Determination Date shall be the tenth
Business Day after such Interest Determination Date.
The "Bond Equivalent Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Bond Equivalent Yield = D X N X 100
360 - (D X M)
where "D" refers to the per annum Commercial Paper Rate, quoted
on a bank discount basis and expressed as a decimal; "N" refers
to 365 (or 366 in the case of any Accrual Period commencing
during a leap year); and "M" refers to the actual number of days
in the Accrual Period for which interest is being calculated.
"Reuters Screen ISDA Page" shall mean the display designated as
page "ISDA" on the Reuters Monitor Money Rates Service
("Reuters") (or such other page as may replace the ISDA page on
that service for the purpose of displaying London interbank
offered rates of major banks).
"Reuters Screen LIBO Page" shall mean the display designated as
page "LIBO" on Reuters (or such other page as may replace the
LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).
Interest on the Notes will be computed and paid on the basis of
a 360-day year of twelve 30 day months. Interest on the Notes
will be equal to the sum of interest amounts for each Accrual
Period within that Interest Period. Interest for an Accrual
Period will be calculated in accordance with the following
formula:
Interest for Accrual Period = APA X (CPR + Spread) X T/360
where, "APA" refers to adjusted principal amount and means (i) in
respect of the first Accrual Period in an Interest Period, the
principal amount of a Note and (ii) in respect of each succeeding
Accrual Period in the Interest Period, an amount equal to the sum
of (x) the outstanding principal amount of
<PAGE> (Floating Rate Notes)
Page 5
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No. 333-07469
such Note and (y) the sum of the amounts of interest for each of
the previous Accrual Periods in such Interest Period; "CPR"
refers to the applicable Commercial Paper Rate for such Accrual
Period; "Spread" refers to the applicable Spread for such Accrual
Period expressed as a negative or positive percentage, as the
case may be, and "T" refers to 30 with respect to each Accrual
Period.
The interest rate on the Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
The Calculation Agent will, upon the request of the holder of
any Note, provide the interest rate then in effect. The
Calculation Agent is General Electric Capital Corporation until
such time as the Company appoints a successor Calculation Agent.
All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding
on the Company and the holders of the Notes. The Company may
appoint a successor Calculation Agent with the written consent of
the Trustee, which consent shall not be unreasonably withheld.
Redemption of the Notes.
The Notes may not be redeemed prior to November 4, 2028. On
that date and thereafter the Notes may be redeemed, at the option
of the Company, in whole or in part, at the redemption prices (in
each case expressed as a percentage of the principal amount) set
forth in the following table, together in each case with interest
accrued to the date fixed for redemption (subject to the right of
the registered holder on the record date for an interest payment
becoming due on or prior to such date fixed for redemption to
receive such interest):
If Redeeming During
The Period Redemption
Set Forth Below Price
November 4, 2028 through November 3, 2033105%
November 4, 2033 through November 3, 2034104%
November 4, 2034 through November 3, 2035103%
November 4, 2035 through November 3, 2036102%
November 4, 2036 through November 3, 2037101%
November 4, 2037 through maturity 100%
In the event of any redemption of less than all the
outstanding Notes, the particular Notes (or portions thereof in
integral multiples of $1,000) to be redeemed will be selected by
the Trustee by such method as the Trustee shall deem fair and
appropriate.
Notice of redemption shall be provided at least 30 and not
more than 60 calendar days prior to the date fixed for redemption
as described under "DESCRIPTION OF NOTES--Optional Redemption" in
the accompanying Prospectus Supplement.
<PAGE> (Floating Rate Notes)
Page 6
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No. 333-07469
Repayment at Option of Holder.
Any Note will be repayable at the option of the holder
thereof, upon written notice as provided in the Note, on the
Interest Payment Dates and at the repayment prices (in each case
expressed as a percentage of the principal amount) set forth in
the following table, together in each case with interest accrued
to the date of repayment (subject to the right of the registered
holder on the record date for an interest payment becoming due on
or prior to such date of repayment to receive such interest):
Repayment Repayment
Date Price
November 4, 2008 99.39%
November 4, 2011 99.60%
November 4, 2014 99.87%
November 4, 2017
and on each third anniversary
thereafter until maturity 100%
In order for a Note to be repaid, the Paying Agent must
receive Notice at least 30 but not more than 60 calendar days
prior to the optional repayment date as described under
"DESCRIPTION OF NOTES--Repayment at the Noteholders' Option;
Repurchase" in the accompanying Prospectus Supplement.
Certain Covenants of the Company.
As of August 1, 1996, the Company entered into a supplemental
indenture with The Chase Manhattan Bank, as trustee, eliminating
the covenants of the Company described in the Prospectus under
the caption "Certain Covenants of the Company". Consequently,
the information under such caption is not applicable to the
Notes.
Certain United States Tax Considerations.
The following discussion supplements the discussion contained
in the Prospectus Supplement dated January 25, 1995 under the
heading "United States Tax Considerations." Prospective
purchasers of Notes are advised to consult their own tax advisors
with respect to tax matters relating to the Notes.
Notes Used as Qualified Replacement Property.
Prospective investors seeking to treat the Notes as "qualified
replacement property" for purposes of section 1042 of the
Internal Revenue Code of 1986, as amended (the "Code"), should be
aware that section 1042 requires the issuer to meet certain
requirements in order for the Notes to constitute qualified
replacement property. In general, qualified replacement property
is a security issued by a domestic corporation that did not, for
the taxable year preceding the taxable year in which such
security was purchased, have "passive investment income" in
excess of 25 percent of the gross receipts of such corporation
for such preceding taxable year (the "Passive Income Test"). For
purposes of the Passive Income Test, where the issuing
corporation is in control of one or more corporations or such
issuing corporation is controlled by one or more other
corporations, all such corporations are treated as one
corporation (the "Affiliated Group") for the purposes of
computing the amount of passive investment income for purposes of
section 1042. The Company believes that less than 25 percent of
its Affiliated
<PAGE> (Floating Rate Notes)
Page 7
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No. 333-07469
Group's gross receipts (which includes the General Electric
Company and its controlled subsidiaries) is passive investment
income for the taxable year ending December 31, 1997. In making
this determination, the Company has made certain assumptions and
used procedures which it believes are reasonable. However, the
calculation and characterization of certain types of income (as
active or passive investment income) in certain of the Affiliated
Group's finance and insurance companies (the "Finance Companies")
is not entirely clear as there are no Treasury regulations or
rulings promulgated by the Internal Revenue Service (the "IRS")
that explain the calculation and characterization of such income
in circumstances similar to those of the Company's Affiliated
Group. Even if such categories of income were treated as passive
investment income, the Company believes that the Affiliated
Group's passive investment income did not exceed more than 25
percent of the Affiliated Group's gross receipts for the taxable
year ending December 31, 1997. No assurance can be given as to
whether the Company will continue to meet the Passive Income
Test. It is, in addition, possible that the IRS may disagree
with the manner in which the Company has calculated the
Affiliated Group's gross receipts (including the characterization
thereof) and passive investment income and the conclusions
reached herein.
Additional Information:
General.
At June 27, 1998, the Company had outstanding indebtedness
totaling $144.969 billion, consisting of notes payable within
one year, senior notes payable after one year and subordinated
notes payable after one year. The total amount of outstanding
indebtedness at June 27, 1998 excluding subordinated notes
payable after one year was equal to $144.272 billion.
Consolidated Ratio of Earning to Fixed Charges.
The information contained in the Prospectus under the caption
"Consolidated Ratio of Earnings to Fixed Charges" is hereby
amended in its entirety, as follows:
Year Ended December 31,
Six Months Ended
1993 1994 1995 1996 1997 June 27, 1998
1.62 1.63 1.51 1.53 1.48 1.50
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.
Documents Incorporated by Reference.
The information contained in the Prospectus in the first
paragraph of text under the caption "Documents Incorporated
by Reference" is hereby amended in its entirety, as follows:
There are hereby incorporated in the Prospectus by reference
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the Company's Quarterly Reports on Form
10-Q for the quarters ended March 28, 1998 and June 27, 1998,
heretofore filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended,
to which reference is hereby made.
<PAGE> (Floating Rate Notes)
Page 8
Pricing Supplement No. 3241
Dated October 30, 1998
Rule 424(b)(3)-Registration Statement
No.333-07469
Plan of Distribution.
The Notes are being purchased by Salomon Smith Barney
(hereinafter referred to as the "Underwriter"), as principal, at
the public offering price of 100% less an underwriting discount
equal to 0.60% of the aggregate principal amount of the Notes.
The Company has agreed to indemnify the Underwriter against and
contribute toward certain liabilities, including liability under
the Securities Act of 1933, as amended.
