<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1999
FILE NO. 333-59707
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT No. 1
FILED PURSUANT TO RULE 462(d) TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1500700
(State of incorporation) (I.R.S. Employer Identification Number)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Address,including zip code, and telephone number,including area code,of
registrant's principal executive offices)
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GLENN J. GOGGINS
ASSOCIATE GENERAL COUNSEL--TREASURY OPERATIONS AND ASSISTANT SECRETARY
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Name, address,including zip code, and telephone number,including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Post-Effective
Amendment to the Registration Statement as determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-59707
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-59707) is filed pursuant to Rule
462(d) solely to add certain exhibits not previously filed with
respect to such Registration Statement.
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PART II
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- - ------- ----------------------------------------------
[S] [C] [C]
4(k) Certificate of Amendment authorizing 5,000 additional shares
of Variable Cumulative Preferred Stock and 750,000 shares of
Preferred Stock, par value $.01 per share filed by the Deputy
Superintendent of Banks of the State of New York as of
July 23, 1998.
99(g) Letter of Vice Chairman of General Electric
Company to General Electric Capital Corporation, dated
February 4, 1999 with respect to replacing redeemed variable
cumulative preferred stock with another form of equity in
certain circumstances.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Electric Capital Corporation, certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement (No. 333-
59707) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stamford, State of Connecticut,
on the 11th day of February, 1999.
General Electric Capital Corporation
By /s/ Jeffrey S. Werner
(JEFFREY S. WERNER
SENIOR VICE PRESIDENT,
CORPORATE TREASURY AND
GLOBAL FUNDING OPERATION)
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
SIGNATURE TITLE DATE
* Denis J. Nayden, Chief Executive
------------------------------------- Officer,President
(DENIS J. NAYDEN) and Director
* James A. Parke Senior Vice
------------------------------------- President, Finance
(JAMES A. PARKE) and Director
(Principal
Financial Officer)
/s/ Jeffrey S. Werner Senior Vice February 11, 1999
------------------------------------- President--
(JEFFREY S. WERNER) Corporate Treasury
and Global Funding
Operation
* Joan C. Amble Controller
------------------------------------- (Principal
(JOAN C. AMBLE) Accounting Officer)
* N.D.T. Andrews Director
-------------------------------------
(N.D.T. ANDREWS)
* Nancy E. Barton Director
-------------------------------------
(NANCY E. BARTON)
* James R. Bunt Director
-------------------------------------
(JAMES R. BUNT)
*David M. Cote Director
-------------------------------------
(DAVID M. COTE)
II-1
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SIGNATURE TITLE
DATE
* Dennis D. Dammerman Director
-------------------------------------
(DENNIS D. DAMMERMAN)
* 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)
Director
-------------------------------------
(KEITH S. SHERIN)
* Edward D. Stewart Director
-------------------------------------
(EDWARD D. STEWART)
* John F. Welch, Jr. Director
-------------------------------------
(JOHN F. WELCH, JR.)
*By /s/ Jeffrey S. Werner Attorney-in-fact February 11, 1999
-------------------------
(JEFFREY S. WERNER)
II-2
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, James A. Parke and Nancy E. Barton,
being respectively the Senior Vice President, Finance and the
Secretary of General Electric Capital Corporation, do hereby
certify and set forth:
1. The name of this corporation is General
Electric Capital Corporation. The name under which the
corporation was formed was General Electric Credit
Corporation.
2. The Organization Certificate of General
Electric Capital Corporation was filed by the
Superintendent of Banks of the State of New York on the
6th day of October, 1943, and in the office of the
Clerk of New York County on the 21st day of October,
1943. A Restated Organization Certificate was filed by
the Superintendent of Banks of the State of New York on
the 28th day of November, 1988 (hereinafter, the
"Restated Organization Certificate"), and Certificates
of Amendment of the Organization Certificate were filed
by the Superintendent of Banks of the State of New York
on the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the
18th day of October, 1990, the 14th day of November,
1990, the 6th day of December, 1990, the 21st day of
April, 1995, the 11th day of May, 1995, the 28th day of
June, 1995, the 17th day of July, 1995, the 1st day of
November, 1995, the 27th day of September 1996, the 9th
day of December, 1997, the 19th day of December, 1997,
the 17th day of February, 1998 and the 24th day of
June, 1998 (hereinafter collectively referred to as the
"Certificates of Amendment"). The Restated
Organization Certificate as so amended by the
Certificates of Amendment is hereinafter referred to as
the "Organization Certificate".
3. Paragraph Third of the Organization
Certificate, which article relates to the capital stock
of this corporation, is amended so as to (a) increase
the number of authorized shares of Variable Cumulative
Preferred Stock from 23,000 shares to 28,000 shares,
(b) increase the maximum aggregate redemption price of
all shares of all series of Variable Cumulative
Preferred Stock from $2,800,000,000 to $3,300,000,000,
by substituting in Paragraph Third in both places at
which the words "Twenty Three Thousand (23,000)"
appear, the words "Twenty-Eight Thousand (28,000)" and
by substituting in Part A of Section Eight of
Subparagraph (c) of Paragraph Third the words "Three
Billion Three Hundred Million Dollars ($3,300,000,000)"
in place of the words "Two Billion Eight Hundred
Million Dollars ($2,800,000,000)", (c) establish a new
class of preferred <PAGE> 2
stock to be called Preferred Stock, par value $.01 per
share, and to set the number of authorized shares of
such Preferred Stock at 750,000 (seven hundred fifty
thousand shares), and (d) add a new subparagraph (b) to
read as follows:
"(b) The Board of Directors (or any committee to
which it may duly delegate the authority
granted in this paragraph), in accordance
with Section 5002 of the Banking Law of the
State of New York, is hereby empowered to
authorize the issuance from time to time of
seven hundred fifty thousand (750,000) shares
of Preferred Stock of the par value of One
Cent ($.01) each, which shall be designated
the Preferred Stock, issuable in one or more
series, in the case of each such series, (i)
in such number of shares and with such
designations, relative rights, preferences or
limitations, including, without limitation,
dividend rights, dissolution rights,
conversion rights, exchange rights and
redemption rights, as shall be stated and
expressed in a resolution or resolutions
adopted by the Board of Directors (or such
committee thereof) providing for the issuance
of such series of Preferred Stock and (ii)
except as otherwise set forth in such
resolution or resolutions, or as otherwise
required by law, the holders of any series of
Preferred Stock shall have no voting power
whatsoever."
4. The foregoing amendments of Paragraph Third
of the Organization Certificate were authorized by a
resolution of the Board of Directors adopted at a
meeting duly called and held on the 22nd day of July,
1998 and by consent of the sole common stockholder of
the corporation.
IN WITNESS WHEREOF, this Certificate has been signed this
22nd day of July, 1998.
/s/ James A. Parke
James A. Parke
Senior Vice President - Finance
/s/ Nancy E. Barton
Nancy E. Barton
Secretary
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STATE OF CONNECTICUT )
) s.s.:
COUNTY OF FAIRFIELD )
James A. Parke and Nancy E. Barton, each being duly sworn,
respectively deposes and says: that the said James A. Parke is the
Senior Vice President - Finance and that the said Nancy E. Barton
is the Secretary of General Electric Capital Corporation, the
corporation executing the foregoing instrument; that each of them
has read the same and that the statements contained therein are
true and they have been authorized to execute and file the
foregoing Certificate of Amendment by resolution of the Board of
Directors adopted at a meeting duly called and held on the 22nd day
of July, 1998.
/s/ James A. Parke
James A. Parke
Senior Vice President - Finance
/s/ Nancy E. Barton
Nancy E. Barton
Secretary
Subscribed and sworn to
before me this 22nd day
of July, 1998
/s/ Joyce M. Gindra
Notary Public
<PAGE> 1
February 4, 1999
Mr. Denis J. Nayden
Chief Executive Officer and President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Dear Denis:
We understand that General Electric Capital Corporation
("GE Capital") has raised and expects to continue to raise
equity capital needed in its business through the issuance
from time to time of one or more series of its shares of
Variable Cumulative Preferred Stock, par value $100 per
share.
We further understand that the right of GE Capital,
under the terms of such preferred stock, to retire the same
by redemption may raise concerns with regard to the
maintenance by GE Capital of an adequate equity level,
particularly in circumstances where the debt-to-equity ratio
of GE Capital would after such a redemption exceed 8 to 1,
excluding from equity all net unrealized gains and losses on
investment securities.
In order to alleviate possible concerns stemming from
GE Capital's right to redeem such preferred stock, General
Electric Company agrees as follows:
If upon giving effect to any redemption
of GE Capital's Variable Cumulative Preferred
Stock the ratio of debt to equity of GE
Capital is greater than 8 to 1, General
Electric Company will replace such redeemed
preferred stock with another form of equity
to the extent necessary to reduce the GE
Capital debt-to-equity ratio to 8 to 1.
This letter supplements my letter to you dated
September 26, 1996 with respect to 23,000 shares of Variable
Cumulative Preferred Stock.
Very truly yours,
GENERAL ELECTRIC COMPANY
/s/ Dennis D. Dammerman
Dennis D. Dammerman
