<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999
FILE NO. 333-59707
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST EFFECTIVE AMENDMENT No. 2
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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<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 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.
<PAGE> 3
PART II
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- - ------- ----------------------------------------------
[S] [C] [C]
4(l) Certificate of Amendment specifying certain terms of the Series II
Variable Cumulative Preferred Stock filed by the Deputy
Superintendent of Banks of the State of New York as of
June 24, 1998.
4(m) Certificate of Amendment specifying certain terms of the Series JJ,
KK and LL Variable Cumulative Preferred Stock filed by the Deputy
Superintendent of Banks of the State of New York as of
February 16, 1999.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Electric Capital Corporation, certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 2 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 26th 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. 2 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 26, 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
<PAGE> 5
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 26, 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").
Certificates of Amendment of the Organization Certificate
were filed by the Superintendent of Banks of the State of
New York on the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the 18th
day of October, 1990, the 14th day of November, 1990, the
6th day of December, 1990, the 21st day of April, 1995, the
11th day of May, 1995, the 28th day of June, 1995, the 17th
day of July, 1995, the 1st day of November, 1995, the 27th
day of September, 1996, the 9th day of December, 1997 and
the 17th day of February, 1998 (hereinafter the
"Certificates of Amendment"). The Restated Organization
Certificate as amended by such Certificates of Amendment is
hereinafter referred to as the "Organization Certificate."
3. Paragraph Third of the Organization Certificate,
which Paragraph relates to the amount of capital stock of
this corporation, is amended so as to add the following
provisions authorizing one series and stating the numbers,
designations and certain relative rights, preferences and
limitations of such series, as fixed by a resolution of the
Board of Directors of the corporation, at the end of
subparagraph (c) thereof, following section twenty three, as
follows:
"SECTION TWENTY FOUR: Variable
Cumulative Preferred Stock, Series
II.
<PAGE>2 A. Designation.
There is hereby created one series of
the Variable Cumulative Preferred Stock,
consisting of 700 shares to be designated the
"Variable Cumulative Preferred Stock, Series II"
(the "Series II Shares").
B. Dividends.
The initial Dividend Rate for the Series
II Shares shall be 4.71% per annum. The Initial
Dividend Period shall end for the Series II Shares
on July 15, 2008
Paragraph J of SECTION FOUR of
subparagraph (c) of Paragraph Third is amended
with respect to the Series II Shares by deleting
the words "less than one (1) year" in the third
line thereof.
C. Certain Redemption Dates and Prices.
Notwithstanding the provisions of clause
(ii) of paragraph A of SECTION EIGHT of
subparagraph (c) of Paragraph Third, in the case
of any Series II Shares with a Dividend Period
equal to or more than two (2) years, any
redemption price determined by the corporation
prior to the commencement of such Dividend Period
shall not be less than One Hundred Thousand
Dollars ($100,000) per share, plus accumulated and
unpaid dividends to the date fixed for redemption.
Notwithstanding the provision of
paragraph A of SECTION EIGHT of subparagraph (c)
of Paragraph Third, the corporation shall not be
entitled to redeem the Series II Shares until the
last day of the respective Initial Dividend
Periods set forth above; thereafter, redemption
dates and prices applicable to Subsequent Dividend
Periods for each such Series shall be as set forth
in the notice to Holders with respect thereto.
D. Auction Method.
Notwithstanding any provisions to the
contrary contained in Paragraph Third of the
Organization Certificate, the Auction Method shall
be the sole method for determining Dividend
Periods and Dividends Rates for the Series II
Shares; accordingly, the following amendments to
Paragraph Third are hereby made with respect to
such Series:
<PAGE>3 SECTION ONE: (i) the definitions of
"Auction Stock", "Auction Stock Depository",
"Available Auction Stock", and "Subject
Auction Stock" are amended to "Stock",
"Auction Depository", "Available Stock" and
"Subject Stock", respectively; (ii) the
definitions of "Converted Remarketed Stock",
"Remarketed Stock", "Remarketing Agent",
"Remarketing Depository", "Remarketing
Method" and "Remarketing Procedures" are
deleted; and (iii) the definition of
"Dividend Determination Method" or "Method"
is amended and restated to read in its
entirety, "'Dividend Determination Method' or
'Method' shall mean the Auction Method".
Each reference to any of the terms set forth
in (i) or (iii) above as used throughout
Paragraph Third of the Organization
Certificate shall be a reference to such
terms as so amended or restated,
respectively, and each reference to a term
set forth in (ii) above shall be deleted.
SECTION THREE: the words "either
all" and "or all" appearing in the seventh
line thereof are deleted.
SECTION FOUR: (i) the word
"either" in the 16th line of paragraph B is
deleted together with the remaining text of
paragraph B from the sentence beginning with
the words "Subject to" in the seventeenth
line thereof; (ii) paragraph E is deleted in
its entirety; (iii) the word "or" appearing
in the third line of paragraph F is deleted;
and (iv) the words "and the" appearing in the
third and sixteenth line are deleted.
SECTION SIX: the section is
deleted in its entirety.
SECTION SEVEN: (i) the words "or
the" appearing in the fourth line of
paragraph A are deleted; (ii) the remaining
text of the first sentence of paragraph F
following the word "Depository" in the sixth
line thereof is deleted; and (iii) the
remaining text of the second sentence of
paragraph F following the word "Depository"
in the twelfth line thereof is deleted."
4. The foregoing amendment of Paragraph Third of
the Organization Certificate was authorized by a resolution of
the Securities and Borrowing Committee of the Board of Directors
<PAGE>4
adopted at a meeting duly called and held on June 22, 1998, such
resolution having been adopted pursuant to authority granted to
such Committee of the Board of Directors in the Organization
Certificate referred to in paragraph 2 which was authorized by
resolutions of the Board of Directors and by consent of the sole
common stockholder of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed
this 22nd day of June, 1998.
/s/ James A. Parke
James A. Parke
Senior Vice President, Finance
/s/ Nancy E. Barton
Nancy E. Barton
Secretary
<PAGE>5
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
James A. Parke and Nancy E. Barton, each being duly sworn,
respectively deposes and says: that the said James A. Parke is
the Senior Vice President, Finance and that the said Nancy E.
Barton is the Secretary of General Electric Capital Corporation,
the corporation executing the foregoing instrument; that each of
them has read the same and that the statements contained therein
are true and they have been authorized to execute and file the
foregoing Certificate of Amendment by resolution of the
Securities and Borrowing Committee of the Board of Directors
adopted at a meeting duly called and held on the 22nd day of
June, 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 23rd day of
June, 1998
/s/ Joyce M. Gindra
Notary Public
<PAGE>1 CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, James A. Parke and Nancy E. Barton, being
respectively the Senior Vice President, Finance and the Secretary
of General Electric Capital Corporation, do hereby certify and
set forth:
1. The name of this corporation is General Electric
Capital Corporation. The name under which the corporation
was formed was General Electric Credit Corporation.
2. The Organization Certificate of General Electric
Capital Corporation was filed by the Superintendent of Banks
of the State of New York on the 6th day of October, 1943,
and in the office of the Clerk of New York County on the
21st day of October, 1943. A Restated Organization
Certificate was filed by the Superintendent of Banks of the
State of New York on the 28th day of November, 1988
(hereinafter the "Restated Organization Certificate").
Certificates of Amendment of the Organization Certificate
were filed by the Superintendent of Banks of the State of
New York on the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the 18th
day of October, 1990, the 14th day of November, 1990, the
6th day of December, 1990, the 21st day of April, 1995, the
11th day of May, 1995, the 28th day of June, 1995, the 17th
day of July, 1995, the 1st day of November, 1995, the 27th
day of September, 1996, the 9th day of December, 1997, the
17th day of February, 1998 and the 23rd day of July 1998
(hereinafter the "Certificates of Amendment"). The Restated
Organization Certificate as amended by such Certificates of
Amendment is hereinafter referred to as the "Organization
Certificate."
3. Paragraph Third of the Organization Certificate,
which Paragraph relates to the amount of capital stock of
this corporation, is amended so as to add the following
provisions authorizing three series and stating the numbers,
designations and certain relative rights, preferences and
limitations of such four series, as fixed by a resolution of
the Board of Directors of the corporation, at the end of
subparagraph (c) thereof, following section twenty five, as
follows:
"SECTION TWENTY FIVE:
Variable Cumulative Preferred
Stock, Series JJ; Variable
Cumulative Preferred Stock, Series
KK; and Variable Cumulative
Preferred Stock, Series LL.
<PAGE>2
A. Designation.
There are hereby created three series of
the Variable Cumulative Preferred Stock,
consisting of up to 1,000 shares to be designated
the "Variable Cumulative Preferred Stock, Series
JJ" (the "Series JJ Shares"), up to 1,000 shares
to be designated the "Variable Cumulative
Preferred Stock, Series KK" (the "Series KK
Shares"), and up to 1,000 shares to be designated
the "Variable Cumulative Preferred Stock, Series
LL" (the "Series LL Shares").
B. Dividends.
The initial Dividend Rate for the Series
JJ Shares shall be 3.60% per annum; for the Series
KK Shares shall be 3.60% per annum; and for the
Series LL Shares shall be 3.60% per annum. The
Initial Dividend Period shall end for the Series
JJ Shares on April 8, 1999; for the Series KK
Shares on April 10, 1999; and for the Series LL
Shares on April 30, 1999.
Paragraph J of SECTION FOUR of
subparagraph (c) of Paragraph Third is amended
with respect to the Series JJ Shares, Series KK
Shares or Series LL Shares by deleting the words
"less than one (1) year" in the third line
thereof.
C. Certain Redemption Dates and Prices.
Notwithstanding the provisions of clause
(ii) of paragraph A of SECTION EIGHT of
subparagraph (c) of Paragraph Third, in the case
of any Series JJ Shares, Series KK Shares and
Series LL Shares with a Dividend Period equal to
or more than two (2) years, any redemption price
determined by the corporation prior to the
commencement of such Dividend Period shall not be
less than One Hundred Thousand Dollars ($100,000)
per share, plus accumulated and unpaid dividends
to the date fixed for redemption.
Notwithstanding the provision of
paragraph A of SECTION EIGHT of subparagraph (c)
of Paragraph Third, the corporation shall not be
entitled to redeem the Series JJ Shares, Series KK
Shares and Series LL Shares until the last day of
the respective Initial Dividend Periods set forth
above; thereafter, redemption dates and prices
applicable to Subsequent Dividend Periods for each
such Series shall be as set forth in the notice to
Holders with respect thereto.
<PAGE>3
D. Auction Method.
Notwithstanding any provisions to the
contrary contained in Paragraph Third of the
Organization Certificate, the Auction Method shall
be the sole method for determining Dividend
Periods and Dividends Rates for the Series JJ
Shares, the Series KK Shares and the Series LL
Shares; accordingly, the following amendments to
Paragraph Third are hereby made with respect to
each such Series:
SECTION ONE: (i) the definitions
of "Auction Stock", "Auction Stock
Depository", "Available Auction Stock", and
"Subject Auction Stock" are amended to
"Stock", "Auction Depository", "Available
Stock" and "Subject Stock", respectively;
(ii) the definitions of "Converted Remarketed
Stock", "Remarketed Stock", "Remarketing
Agent", "Remarketing Depository",
"Remarketing Method" and "Remarketing
Procedures" are deleted; and (iii) the
definition of "Dividend Determination Method"
or "Method" is amended and restated to read
in its entirety, "'Dividend Determination
Method' or 'Method' shall mean the Auction
Method". Each reference to any of the terms
set forth in (i) or (iii) above as used
throughout Paragraph Third of the
Organization Certificate shall be a reference
to such terms as so amended or restated,
respectively, and each reference to a term
set forth in (ii) above shall be deleted.
SECTION THREE: the words "either
all" and "or all" appearing in the seventh
line thereof are deleted.
SECTION FOUR: (i) the word
"either" in the 16th line of paragraph B is
deleted together with the remaining text of
paragraph B from the sentence beginning with
the words "Subject to" in the seventeenth
line thereof; (ii) paragraph E is deleted in
its entirety; (iii) the word "or" appearing
in the third line of paragraph F is deleted;
and (iv) the words "and the" appearing in the
third and sixteenth line of paragraph G are
deleted.
<PAGE>4
SECTION SIX: the section is
deleted in its entirety.
SECTION SEVEN: (i) the words "or
the" appearing in the fourth line of
paragraph A are deleted; (ii) the remaining
text of the first sentence of paragraph F
following the word "Depository" in the sixth
line thereof is deleted; and (iii) the
remaining text of the second sentence of
paragraph F following the word "Depository"
in the twelfth line thereof is deleted.
4. The foregoing amendment of Paragraph Third of
the Organization Certificate was authorized by a resolution
of the Securities and Borrowing Committee of the Board of
Directors adopted at a meeting duly called and held on
February 11, 1999, such resolution having been adopted
pursuant to authority granted to such Committee of the Board
of Directors in the Organization Certificate referred to in
paragraph 2 which was authorized by resolutions of the Board
of Directors and by consent of the sole common stockholder
of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed
this 11th day of February, 1999.
/s/ James A. Parke
James A. Parke
Senior Vice President, Finance
/s/ Nancy E. Barton
Nancy E. Barton
Secretary
<PAGE>5
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
James A. Parke and Nancy E. Barton, each being duly sworn,
respectively deposes and says: that the said James A. Parke is
the Senior Vice President, Finance and that the said Nancy E.
Barton is the Secretary of General Electric Capital Corporation,
the corporation executing the foregoing instrument; that each of
them has read the same and that the statements contained therein
are true and they have been authorized to execute and file the
foregoing Certificate of Amendment by resolution of the
Securities and Borrowing Committee of the Board of Directors
adopted at a meeting duly called and held on the 11th day of
February, 1999.
/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 11th day of
February, 1999
/s/ Joyce M. Gindra
Notary Public
