As Filed with the Securities and Exchange Commission on July __, 2002
File No. 333-84462
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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)
DELAWARE 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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DAVID P. RUSSELL
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 statements numbers of the earlier effective registration statements
for the same offering. [X] No. 333-84462
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.
333-84462) 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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Filed pursuant to Rule 424(b)(3)
File No. 333-84462
SUBJECT TO COMPLETION, DATED JULY 3, 2002
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED APRIL 9, 2002
$200,000,000
GENERAL ELECTRIC CAPITAL CORPORATION
GUARANTEE, INCLUDING INTERESTS THEREIN
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General Electric Capital Corporation hereby offers its senior,
unsecured guarantee, including interests therein, to record holders of the
following series of debt securities (collectively, the "Securities") issued by
Security Capital Group Incorporated ("Security Capital"):
7.75% NOTES DUE 2003
7.66% NOTES DUE 2004
7.75% NOTES DUE 2005
7.80% NOTES DUE 2005
7.80% NOTES DUE 2005
The guarantee and the related interests are offered in conjunction with
the consent solicitation made by Security Capital to the record holders of the
Securities pursuant to the consent solicitation statement dated July 3, 2002 and
previously delivered to the record holders. The conditions to the offering of
the guarantee and the related interests include the due execution and delivery
by all parties thereto of a supplemental indenture with respect to the
Securities containing, among other things, the proposed amendments with respect
to which consents are sought by Security Capital in the solicitation and the
satisfaction or waiver of all conditions to the consummation of the proposed
transactions other than the effectiveness of the supplemental indenture. Please
see "Description of the Proposed Transactions" below.
The guarantee will be set forth in the supplemental indenture relating
to the Securities. GE Capital and Security Capital intend to cause the execution
of the supplemental indenture for the Securities to occur promptly following the
receipt of the requisite consents with respect to each series of Securities. The
supplemental indenture will become effective when (i) the supplemental indenture
has been duly executed and delivered by all parties thereto, (ii) all conditions
to the consummation of the proposed transactions (other than the condition that
the supplemental indenture become effective) have been satisfied or waived and
(iii) the other conditions to the solicitation have been satisfied or waived.
The requisite consents with respect to the solicitation were received on July
__, 2002. The supplemental indenture with respect to each series of Securities
was executed and delivered, and all other conditions to the offering of the
guarantee and the related interests were satisfied, on July __, 2002, which date
is the effective date of the supplemental indenture. The guarantee is expected
to be rated AAA by Standard & Poor's Corporation and Aaa by Moody's Investors
Service Inc.
We will not receive any cash proceeds in connection with the offering
of the guarantee or the related interests.
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THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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References in this Prospectus Supplement to "GE Capital", "we", "us" and "our"
are to General Electric Capital Corporation.
The date of this Prospectus Supplement is July , 2002.
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WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL
GE Capital files annual, quarterly and current reports with the SEC.
You may obtain any document we file with the SEC at the SEC's Public Reference
Rooms in Washington, D.C., Chicago, Illinois and New York, New York. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also accessible through the Internet
at the SEC's Web site at HTTP://WWW.SEC.GOV.
The SEC allows us to "incorporate by reference" into this prospectus
the information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed.
GE Capital's Annual Report on Form 10-K for the year ended December 31, 2001;
GE Capital's Quarterly Report on Form 10-Q for the quarter ended March 30, 2002;
and GE Capital's Current Report on Form 8-K dated as of March 25, 2002.
You may request a copy of these filings at no cost. Requests should be
directed to David Russell, Counsel - Treasury Operations, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone
No. (203) 357-4000.
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, as a successor to General Electric Contracts Corporation,
which was formed in 1932. Until 1987, our name was General Electric Credit
Corporation. On July 2, 2001, GE Capital changed its state of incorporation from
New York to Delaware. All of our outstanding common stock is owned by General
Electric Capital Services, Inc. (formerly General Electric Financial Services,
Inc.), the common stock of which is in turn wholly owned directly or indirectly
by General Electric Company ("GE Company"). Our business originally related
principally to financing the distribution and sale of consumer and other
products of GE Company. Currently, however, the types and brands of products we
finance and the services we offer are significantly more diversified. Very few
of the products we finance are manufactured by GE Company.
We operate in five operating segments: consumer services, equipment
management, mid-market financing, specialized financing and specialty insurance.
Our operations are subject to a variety of regulations in their respective
jurisdictions.
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We offer our services primarily throughout the United States, Canada,
Europe and the Pacific Basin. GE Capital's principal executive offices are
located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number
(203) 357-4000). At December 31, 2001, GE Capital employed approximately 88,000
persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31,
------------------------------------------------ THREE MONTHS ENDED
1997 1998 1999 2000 2001 MARCH 30, 2002
-------- -------- -------- -------- -------- --------------------
1.48 1.50 1.60 1.52 1.72 1.43
For purposes of computing the consolidated ratios 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 we believe is a
reasonable approximation of the interest factor of such rentals.
DESCRIPTION OF THE GUARANTEE AND INTERESTS
GENERAL
The guarantee and the interests are offered in uncertificated form,
subject to the satisfaction or waiver of certain conditions described below. The
conditions were satisfied on July __, 2002. Holders will also hold
uncertificated interests in the guarantee representing the credit enhancement of
such holders Securities afforded by the guarantee.
The guarantee will provide that we unconditionally and irrevocably
guarantee the due and punctual payment of the principal, interest and all other
amounts due under the Securities when the same shall become due and payable,
whether at maturity, pursuant to mandatory or optional prepayments, by
acceleration or otherwise, in each case after any applicable grace periods or
notice requirements, or both, according to the terms of the Securities. The
guarantee shall be unconditional irrespective of the validity or enforceability
of the Securities, any change or amendment thereto or any other circumstances
that may otherwise constitute a legal or equitable discharge or defense of a
guarantor. However, we will not waive presentment or demand of payment or notice
with respect to the Securities. We shall be subrogated to all rights of the
holders of the Securities in respect of any amounts paid by us pursuant to the
provisions of the guarantee. The guarantee shall continue to be effective or
reinstated, as the case may be, if at any time any payment made by Security
Capital is rescinded or must otherwise be returned upon the insolvency,
bankruptcy or reorganization of Security Capital, as the case may be, or
otherwise.
The guarantee and the related interests will not be issued under any
separate indenture from the Securities or any other document or instrument. The
guarantee and the related interests will be issued in uncertificated form. A
copy of the guarantee accompanies this Prospectus Supplement. It will not be
necessary for new certificates evidencing the Securities to be issued.
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CONDITIONS TO THE ISSUANCE OF THE GUARANTEE AND INTERESTS
We are not required to consummate any offering of the guarantee and the
related interests and may terminate, extend or amend such offering if:
(A) on or prior to the initial expiration date of the solicitation
(July 26, 2002 at 5:00 p.m., New York City time) or any subsequent expiration
date, if Security Capital elects to extend the duration of the solicitation, (i)
Security Capital shall not have received the requisite consents with respect to
the Securities; (ii) the supplemental indenture shall not have been duly
executed and delivered by all parties thereto; or (iii) all conditions to the
consummation of the proposed transactions (other than the condition that the
supplemental indenture shall have become effective) shall not have been
satisfied or waived; or
(B) there shall occur on or after July 26, 2002 and prior to the
effective date of the supplemental indenture (i) any default or any event of
default under the indenture with respect to any series of Securities; (ii) an
order, statute, rule, regulation, executive order, stay, decree, judgment or
injunction shall have been proposed, enacted, entered, issued, promulgated,
enforced or deemed applicable by any court or governmental regulatory or
administrative agency or instrumentality that, in the sole judgment of GE
Capital or, with respect to the solicitation, Security Capital, would or might
prohibit, prevent, restrict or delay consummation of the offering of the
guarantee and the related interests, of the solicitation, or of any other part
of the proposed transactions; or (iii) the trustee under the indenture shall
have objected in any respect to, or taken any action that could, in the sole
judgment of GE Capital or, with respect to the solicitation, Security Capital,
adversely affect the consummation of the offering of the guarantee and the
related interests or of Security Capital's ability to effect any of the proposed
amendments, or shall have taken any action that challenges the validity or
effectiveness of the procedures used by Security Capital in soliciting the
consents to the proposed amendments (including the form thereof) or in the
making of the solicitation or the acceptance of any of the consents.
The conditions were satisfied on July __, 2002.
DESCRIPTION OF THE SOLICITATION
Security Capital solicited consents, upon the terms and subject to the
conditions set forth in the consent solicitation statement and the accompanying
consent, to proposed amendments to the indenture governing the Securities.
Pursuant to the terms of the indenture, receipt by Security Capital of validly
delivered and unrevoked consents from record holders of a majority in aggregate
principal amount of each series of Securities are required to approve the
proposed amendments to the indenture. The requisite consents of the record
holders were received on July __, 2002.
The proposed amendments to the indenture are intended to remove
financial and other restrictive covenants and reporting requirements from the
indenture and to make
S-4
certain other changes described below. In return, the Securities will be
guaranteed by GE Capital, as described below.
Upon the satisfaction of the conditions to the consent solicitation, at
the date the supplemental indenture is effective, GE Capital will
unconditionally and irrevocably guarantee the due and punctual payment by
Security Capital of all amounts payable on or in respect of the Securities.
The proposed amendments to the indenture and the GE Capital guarantee
will be embodied in the supplemental indenture to be executed by Security
Capital, GE Capital and the trustee. The supplemental indenture, including the
proposed amendments to the indenture and our guarantee, will become effective on
the date the supplemental indenture is executed and delivered by all parties
thereto and the conditions to the consent solicitation have been satisfied or
waived. Security Capital and GE Capital may, in their sole discretion, waive any
of these conditions in whole or in part as they relate to the Securities, at any
time and from time to time.
Security Capital and GE Capital intend to cause the execution of the
supplemental indenture for the Securities to occur on or shortly after the date
that the required consents have been received and not revoked. The record
holders of the Securities will be notified that the effective date of the
supplemental indenture has occurred. The supplemental indenture, including the
proposed amendments to the indenture and our guarantee, will become effective as
of the date the supplemental indenture is executed and delivered by all parties
thereto and the conditions to the consent solicitation have been satisfied or
waived.
Security Capital has fixed June 24, 2002 as the record date for
determining the holders of the Securities entitled to consent to the proposed
amendments to the indenture and to receive this Prospectus Supplement and
Prospectus. Only registered holders of the Securities at the close of business
on June 24, 2002 may consent to the proposed amendments to the indenture.
This Prospectus Supplement and the accompanying Prospectus do not
constitute part of the solicitation, which is constituted by, and fully
described in, the consent solicitation statement, consent and other documents
relating to the solicitation that have been delivered by Security Capital to the
record holders. This Prospectus Supplement and the accompanying Prospectus
relate solely to the offer by GE Capital of the guarantee and the related
interests to the record holders of the Securities.
DESCRIPTION OF THE PROPOSED TRANSACTIONS
As of December 14, 2001, Security Capital, GE Capital and EB
Acquisition Corporation ("Merge Co.") entered into an Agreement and Plan of
Merger pursuant to which on May 14, 2002, Merge Co. merged with and into
Security Capital. As a result, Security Capital ceased being a publicly held
corporation, and became an indirect wholly-owned subsidiary of GE Capital.
S-5
The reason for the proposed amendments to the indenture is to provide
Security Capital and GE Capital with additional operating and financial
flexibility and to achieve cost savings. To these ends, the proposed amendments
to the indenture would, among other things, eliminate restrictions on Security
Capital's ability to incur indebtedness and liens and would eliminate the
requirement that Security Capital maintain a minimum consolidated tangible net
worth. They would also eliminate requirements that Security Capital (i) file
reports with the Securities and Exchange Commission and (ii) provide financial
reports to the trustee and the holders of the Securities. In addition, the
proposed amendments to the indenture would eliminate the restrictions on lines
of business and Security Capital's ability to merge or consolidate with another
entity or sell all or substantially all of its assets set forth in the
Indenture. In addition, the proposed amendments would eliminate the
cross-default provision in the Indenture.
Security Capital believes that these covenants will be unnecessary for
the protection of the holders of the Securities in light of the GE Capital
guarantee. Upon the satisfaction of the conditions to the consent solicitation,
at the date the supplemental indenture becomes effective, GE Capital will
unconditionally and irrevocably guarantee the due and punctual payment by
Security Capital of all amounts payable on or in respect of the Securities.
PLAN OF DISTRIBUTION
The guarantee and the related interests are being offered directly by
us and will not be offered or sold separately from the underlying Securities to
which they relate.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of the material federal income
tax consequences resulting from the adoption of the Proposed Amendments and the
issuance of the GE Capital Guarantee. This summary is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder, Internal Revenue Service ("IRS") rulings and judicial
decisions, all as in effect on the date hereof, and all of which are subject to
change, possibly with retroactive effect. Furthermore, there can be no assurance
that the IRS will not take a view that is contrary to this discussion, and no
rulings from the IRS have been or will be sought.
This summary is for general information purposes only and does not
address all of the federal income tax consequences that may be relevant to
particular holders of Securities in light of their individual investment
circumstances or to certain types of holders subject to special treatment under
the federal income tax laws (for example, brokers, dealers in securities, banks,
insurance companies, nonresident aliens, foreign corporations, tax-exempt
organizations, financial institutions, partnerships, persons that hold
Securities as part of a "straddle," a "hedge" or a "conversion transaction,"
persons that have a functional currency other than the U.S. dollar, and
investors in pass-through entities), nor does it address any specific aspect of
gift, estate, state, local or foreign taxation. This discussion deals only with
holders of Securities who are United States Persons and assumes the Securities
are held as "capital assets" within the meaning of
S-6
Section 1221 of the Code. For these purposes, "United States Person" means (i)
an individual who is a citizen or resident of the United States for federal
income tax purposes, including an alien resident who is a lawful permanent
resident of the United States or meets the "substantial presence" test under
Section 7701(b) of the Code, (ii) a corporation or other entity taxable as a
corporation created or organized under the laws of the United States or any
state thereof (including the District of Columbia), (iii) an estate the income
of which is subject to federal income tax regardless of its source or (iv) a
trust if (a) a court within the United States is able to exercise primary
supervision over the administration of the trust, and (b) one or more U.S.
persons have the authority to control all substantial decisions of the trust.
HOLDERS OF SECURITIES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
REGARDING THE TAX CONSEQUENCES OF THE ADOPTION OF THE PROPOSED AMENDMENTS AND
THE ISSUANCE OF THE GE CAPITAL GUARANTEE IN THEIR PARTICULAR CIRCUMSTANCES,
INCLUDING THE APPLICATION AND EFFECT OF ANY APPLICABLE GIFT, ESTATE, STATE,
LOCAL, FOREIGN OR OTHER TAX LAWS.
CONSEQUENCES OF THE SOLICITATION AND PROPOSED AMENDMENTS. The federal
income tax consequences to holders of Securities of the Solicitation and
adoption of the Proposed Amendments will depend on whether such transactions are
treated, for federal income tax purposes, as a constructive exchange of the
Securities for new debt instruments having modified terms. Under the applicable
Treasury Regulations, a "significant modification" of a debt instrument results
in a constructive exchange, whereas a "modification" that is not "significant"
is not treated as such an exchange. The Treasury Regulations establish a general
rule that a modification is significant if the legal rights or obligations that
are altered and the degree to which they are altered are economically
significant.
The Treasury Regulations provide that the addition, deletion or
alteration of customary accounting standards or financial covenants relating to
a debt instrument does not result in a significant modification of a debt
instrument. Whether any or all of the covenants that are proposed to be deleted
pursuant to the Proposed Amendments are customary is a question of fact.
Security Capital believes, and intends to take the position, that the covenants
proposed to be deleted are customary or otherwise not economically significant
and that, therefore, the adoption of the Proposed Amendments should not result
in a deemed exchange of the Securities for federal income tax purposes. If such
position is respected, a holder should not recognize any gain or loss as a
result of the adoption of the Proposed Amendments and such holder should
continue to have the same tax basis and holding period with respect to the
Securities as it had before the adoption. There is no assurance, however, that
the IRS would not take a contrary position.
If the adoption of the Proposed Amendments constitutes a "significant"
modification of the Securities for federal income tax purposes, the Securities
will be treated as exchanged by the holder for new debt instruments for federal
income tax purposes. If both the Securities and such new debt instruments are
treated as "securities" for federal income tax purposes, such exchange would
constitute a tax-free
S-7
recapitalization, in which case a holder would not recognize any gain or loss
for federal income tax purposes, but may be required to recognize any accrued
interest as income for federal income tax purposes to the extent not previously
included in income. Whether a debt instrument constitutes a "security" for
federal income tax purposes is a factual question. In general, debt instruments
issued with a weighted average maturity at issuance of five years or less do not
constitute "securities", whereas debt instruments with a weighted average
maturity at issuance of ten years or more constitute "securities".
If either an outstanding Security or a new debt instrument deemed to
have been issued in exchange therefor is not a "security" for federal income tax
purposes, the tax-free recapitalization rules will not apply. It is unlikely
that such a new debt instrument would qualify as a "security" for federal income
tax purposes because of its relatively short term to maturity. If an exchange
were deemed to have occurred and such deemed exchange does not qualify as a
tax-free recapitalization, a holder of Securities would recognize gain or loss,
for federal income tax purposes, in an amount equal to the difference between
the amount realized by such holder in the deemed exchange and its adjusted tax
basis in the Securities deemed exchanged (other than any portion treated as
attributable to accrued but unpaid interest). A holder's amount realized would
be equal in amount to the "issue price" (described below) of the new debt
instruments deemed to have been received by such holder at the time of the
deemed exchange (excluding any amount attributable to accrued but unpaid
interest, which would be taxable as ordinary income). Subject to the application
of the market discount rules, gain or loss recognized upon a deemed exchange of
Securities for new debt instruments generally would be capital gain or loss, and
would be long-term capital gain or loss if a holder's holding period with
respect to the Securities exceeds one year. A holder's holding period in the new
debt instruments would begin the day after the Effective Date of the Proposed
Amendments, and such holder's basis in the new debt instruments will equal the
issue price thereof.
In the case of a deemed exchange, if neither the Securities nor the new
debt instruments deemed exchanged therefor are traded on an established
securities market (as such term is defined for purposes of the original issue
discount provisions of the Code), the issue price of each such new debt
instrument is expected to equal its stated principal amount. In general, if the
Securities are traded on an established securities market, the issue price of
the new debt instrument would be equal to the fair market value of the security
exchanged therefor as of the Effective Date of the Proposed Amendments. In
either such case, subject to a statutory DE MINIMIS rule, the new debt
instruments would be issued with original issue discount in an amount equal to
the excess, if any, of (i) their stated redemption price at maturity over (ii)
their issue price-. In general, any original issue discount would be required to
be included in the income of the holders of the new debt instruments on a
constant interest basis over the term of the new debt instruments and in advance
of cash payments attributable to such income. Alternatively, the new debt
instruments may be issued with bond premium (which may be amortizable to the
extent provided in Section 171 of the Code) if the adjusted tax basis of the new
debt instruments exceeds the amount payable at maturity.
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GE CAPITAL GUARANTEE. The Treasury Regulations provide that the
addition of a guarantee on a recourse debt instrument, results in a "significant
modification" (and, therefore, a constructive exchange of such debt instrument
for federal income tax purposes) only if there is a substantial enhancement of
the obligor's capacity to meet its payment obligations under the debt
instrument, and such capacity was primarily speculative prior to the addition of
the guarantee and adequate after the such addition. Security Capital believes
that its capacity to meet its obligations under the Securities is not primarily
speculative at this time and that, therefore, the addition of the GE Capital
Guarantee should not result in a deemed exchange of the Securities for new debt
instruments for federal income tax purposes.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND
SHOULD NOT BE INTERPRETED AS, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.
LEGAL OPINION
David P. Russell, our Counsel, Treasury Operations, will issue an
opinion about the legality of the guarantee and related interests. Mr. Russell,
together with members of his family, owns, has options to purchase and has other
interests in shares of common stock of General Electric Company.
S-9
PROSPECTUS
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GENERAL ELECTRIC CAPITAL CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
PREFERRED STOCK
GUARANTEES, LETTERS OF CREDIT AND PROMISSORY NOTES OR LOAN
OBLIGATIONS, INCLUDING INTERESTS THEREIN
General Electric Capital Corporation may offer from time to time:
o senior, unsecured debt securities,
o warrants to purchase any of the debt securities,
o variable cumulative preferred stock, par value $100 per share,
which may be issued in the form of depositary shares evidenced by
depositary receipts,
o preferred stock, par value $.01 per share, which may be issued in
the form of depositary shares evidenced by depositary receipts
and
o senior unsecured guarantees, direct-pay letters of credit and
indebtedness evidenced by promissory notes or loan obligations,
including in each case interests therein.
We will provide specific terms of these securities in supplements to
this prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
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These securities have not been approved by the SEC or any State
securities commission, nor have these organizations determined that this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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April 9, 2002
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission relating to these securities is effective.
This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
You should rely only on the information incorporated by reference or
provided in this prospectus and the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
References in this prospectus to "GECC", "we", "us" and "our" are to
General Electric Capital Corporation.
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WHERE YOU CAN GET MORE
INFORMATION ON GECC
GECC files annual, quarterly and current reports with the SEC. You may
obtain any document we file with the SEC at the SEC's Public Reference Rooms in
Washington, D.C., Chicago, Illinois and New York, New York. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our SEC filings are also accessible through the Internet at the
SEC's Web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
the information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the document listed
below and any future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:
(i) GECC's Annual Report on Form 10-K for the year ended December
31, 2001; and
(ii) GECC's Current Report on Form 8-K dated as of March 25, 2002.
You may request a copy of these filings at no cost. Requests should be
directed to David P. Russell, Counsel--Treasury Operations and Assistant
Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford,
Connecticut 06927, Telephone No. (203) 357-4000.
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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, as successor to General Electric Contracts Corporation,
which was formed in 1932. Until November 1987, our name was General Electric
Credit Corporation. As of July 2001, General Electric Capital Corporation
completed its reincorporation as a Delaware corporation. All of our outstanding
common stock is owned by General Electric Capital Services, Inc. ("GE Capital
Services") formerly General Electric Financial Services, Inc., the common stock
of which is in turn wholly owned directly or indirectly by General Electric
Company ("GE Company"). Our business originally related principally to financing
the distribution and sale of consumer and other products of GE Company.
Currently, however, the types and brands of products we finance and the services
we offer are significantly more diversified. Very few of the products we finance
are manufactured by GE Company.
We operate in five operating segments: consumer services, equipment
management, mid-market financing, specialized financing and specialty insurance.
Our operations are subject to a variety of regulations in their respective
jurisdictions.
We offer our services primarily throughout the United States, Canada,
Europe and the Pacific Basin. GECC's principal executive offices are located at
260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number (203)
357-4000). At December 31, 2001, GECC employed approximately 88,000 persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
1.48 1.50 1.60 1.52 1.72
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
1.46 1.48 1.58 1.50 1.70
For purposes of computing the consolidated ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividends,
earnings consist of net earnings adjusted for the provision for income taxes,
minority interest, interest capitalized (net of amortization) and fixed charges.
Fixed charges consist of interest on all indebtedness and one-third of rentals,
which we believe is a reasonable approximation of the interest factor of such
rentals.
3
USE OF PROCEEDS
Unless otherwise specified in the prospectus supplement accompanying
this prospectus, we will add the net proceeds from the sale of the securities to
which this prospectus and the prospectus supplement relate to our general funds
which we will use for financing our operations. We can conduct additional
financings at any time.
PLAN OF DISTRIBUTION
We may sell our securities through agents, underwriters, dealers or
directly to purchasers.
We may designate agents to solicit offers to purchase our securities.
o We will name any agent involved in offering or selling our
securities, and any commissions that we will pay to the agent, in
our prospectus supplement.
o Unless we indicate otherwise in our prospectus supplement, our
agents will act on a best efforts basis for the period of their
appointment.
o Our agents may be deemed to be underwriters under the Securities
Act of 1933 of any of our securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our
securities.
o If we use an underwriter or underwriters, we will execute an
underwriting agreement with the underwriter or underwriters at
the time that we reach an agreement for the sale of our
securities.
o We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of
the transactions, including the compensation the underwriters and
dealers will receive, in our prospectus supplement.
o The underwriters will use our prospectus supplement to sell our
securities.
We may use a dealer to sell our securities.
o If we use a dealer, we, as principal, will sell our securities to
the dealer.
o The dealer will then sell our securities to the public at varying
prices that the dealer will determine at the time it sells our
securities.
o We will include the name of the dealer and the terms of our
transactions with the dealer in our prospectus supplement.
4
We may solicit directly offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the Securities Act of 1933. Our agents,
underwriters, and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary course of
business.
We may authorize our agents and underwriters to solicit offers by
certain institutions to purchase our securities at the public offering price
under delayed delivery contracts.
o If we used delayed delivery contracts, we will disclose that we
are using them in the prospectus supplement and will tell you
when we will demand payment and delivery of the securities under
the delayed delivery contracts.
o These delayed delivery contracts will be subject only to the
conditions that we set forth in the prospectus supplement.
o We will indicate in our prospectus supplement, the commission
that underwriters and agents soliciting purchases of our
securities under delayed contracts will be entitled to receive.
Unless otherwise provided in the prospectus supplement accompanying
this prospectus, neither the support obligations nor the interests therein will
be offered or sold separately from the underlying securities to which they
relate. The underlying securities will be offered and sold under a separate
offering document.
GECC Capital Markets Group, Inc. is one of GECC's subsidiaries and may
participate in offerings of our securities. As a result, we will conduct any
offering of securities in which GECC Capital Markets Group, Inc. participates in
compliance with the applicable provisions of Rule 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. Under this rule, no
underwriter or dealer may confirm sales of securities to accounts over which
they exercise discretionary authority. The maximum commission or discount to be
received by any NASD member or independent broker-dealer will not be greater
than 7% of the offering price of the securities they sell.
SECURITIES OFFERED
Using this prospectus, we may offer debt securities, variable
cumulative preferred stock, preferred stock, and warrants to purchase debt
securities. In addition, we may issue guarantees, direct-pay letters of credit
and indebtedness evidenced by promissory notes or loan obligations, including
interests therein. We registered these securities with the SEC using a "shelf"
registration statement. This "shelf" registration statement allows us to offer
any combination of these securities. Each time we offer securities, we must
provide
5
a prospectus supplement that describes the specific terms of the securities. The
prospectus supplement may also provide new information or update the information
in the prospectus.
DESCRIPTION OF DEBT SECURITIES
General
The description below of the general terms of the debt securities will
be supplemented by the more specific terms in the prospectus supplement.
We will issue the debt securities under one or more separate
indentures between us and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee, or any other trustee as may be designated under the
indentures ( the "Trustee"). None of the indentures limits the amount of debt
securities or other unsecured, senior debt which we may issue.
In addition to the following description of the debt securities, you
should refer to the detailed provisions of each indenture, copies of which are
filed as exhibits to the registration statement.
The prospectus supplement will specify the following terms of such
issue of debt securities:
o the designation, the aggregate principal amount and the
authorized denominations if other than $1,000 and integral
multiples of $1,000;
o the percentage of their principal amount at which the debt
securities will be issued;
o the date or dates on which the debt securities will mature;
o the currency, currencies or currency units in which we will make
payments on the debt securities;
o the rate or rates at which the debt securities will bear
interest, if any, or the method of determination of such rate or
rates;
o the date or dates from which such interest, if any, shall accrue,
the dates on which such interest, if any, will be payable and the
method of determining holders to whom interest shall be payable;
o the prices, if any, at which, and the dates at or after which, we
may or must repay, repurchase or redeem the debt securities;
o the exchanges, if any, on which the debt securities may be
listed;
6
o the trustee under the indenture pursuant to which the debt
securities are to be issued. (Sections 2.02 and 2.02A. Section
references refer to the sections in the applicable indenture.);
and
o any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture.
Unless otherwise specified in the prospectus supplement, we will
compute interest payments on the basis of a 360-day year consisting of twelve
30-day months. (Section 2.10).
The debt securities will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of GECC.
Some of the debt securities may be issued as discounted debt
securities to be sold at a substantial discount below their stated principal
amount. The prospectus supplement will contain any Federal income tax
consequences and other special considerations applicable to discounted debt
securities.
The indentures do not contain any provisions that limit:
o our ability to incur indebtedness, or
o provide protection in the event GE Company, as sole indirect
stockholder of GECC, causes GECC to engage in a highly leveraged
transaction, reorganization, restructuring, merger or similar
transaction.
Payment and Transfer
We will issue debt securities only as registered securities, which
means that the name of the holder will be entered in a register which will be
kept by the Trustee or another agent of GECC. Unless we state otherwise in a
prospectus supplement, we will make principal and interest payments at the
office of the paying agent or agents we name in the prospectus supplement or by
mailing a check to you at the address we have for you in the register.
Unless we describe other procedures in a prospectus supplement, you
will be able to transfer registered debt securities at the office of the
transfer agent or agents we name in the prospectus supplement. You may also
exchange registered debt securities at the office of the transfer agent for an
equal aggregate principal amount of registered debt securities of the same
series having the same maturity date, interest rate and other terms as long as
the debt securities are issued in authorized denominations.
Neither GECC nor the Trustee will impose any service charge for any
transfer or exchange of a debt security, however, we may ask you to pay any
taxes or other governmental charges in connection with a transfer or exchange of
debt securities.
7
Global Notes, Delivery and Form
We may issue some or all of the debt securities in the form of one or
more Global Notes. We will deposit each Global Note with a depositary (a
"Depositary") or with a nominee for a Depositary identified in the applicable
prospectus supplement. We will register each Global Note in the name of such
Depositary or nominee. Unless and until it is exchanged in whole or in part for
debt securities in definitive registered form, a Global Note may not be
transferred, except as a whole by the Depositary for such Global Note to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. For purposes
of this Prospectus, "Global Note" refers to the Global Note or Global Notes
representing an entire issue of debt securities.
The specific terms of the depositary arrangement with respect to any
debt securities to be represented by a Global Note will be described in the
prospectus supplement.
Modification of the Indentures
In general, our rights and obligations and the rights of the holders
under the indentures may be modified if the holders of not less than 66 2/3% in
aggregate principal amount of the outstanding debt securities of each series
affected by the modification consent to it. However, Section 10.02 of each
indenture provides that, unless each affected holder agrees, we cannot o make
any adverse change to any payment term of a debt security such as
o extending the maturity date
o extending the date on which we have to pay interest or make a
sinking fund payment
o reducing the interest rate
o reducing the amount of principal we have to repay
o changing the currency in which we have to make any payment of
principal premium or interest
o modifying any redemption or repurchase right to the detriment of
the holder
o impairing any right of a holder to bring suit for payment
8
o reduce the percentage of the aggregate principal amount of debt
securities needed to make any amendment to the indenture or to
waive any covenant or default
o waive any past payment default
o make any change to Section 10.02.
However, if we and the Trustee agree, we can amend the indentures
without notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.
Events of Default
Each indenture defines an Event of Default with respect to any series
of debt securities as any of the following:
o default in any payment of principal or premium, if any, on any
debt security of such series;
o default for 30 days in payment of any interest, if any, on any
debt security of such series;
o default in the making or satisfaction of any sinking fund payment
or analogous obligation on the debt securities of such series;
o default for 60 days after written notice to GECC in performance
of any other covenant in respect of the debt securities of such
series contained in such indenture;
o a default, as defined, with respect to any other series of debt
securities outstanding under the relevant Indenture or as defined
in any other indenture or instrument evidencing or under which
GECC has outstanding any indebtedness for borrowed money, as a
result of which such other series or such other indebtedness of
GECC shall have been accelerated and such acceleration shall not
have been annulled within 10 days after written notice thereof
(provided, that the resulting Event of Default with respect to
such series of debt securities may be remedied, cured or waived
by the remedying, curing or waiving of such other default under
such other series or such other indebtedness); or
o certain events involving bankruptcy, insolvency or
reorganization. (Section 6.01).
Each indenture requires us to deliver to the Trustee annually a
written statement as to the presence or absence of certain defaults under the
terms thereof. (Section 4.06). An Event of Default under one series of debt
securities does not necessarily constitute an
9
Event of Default under any other series of debt securities. Each Indenture
provides that the Trustee may withhold notice to the holders of any series of
debt securities issued thereunder of any default if the Trustee considers it in
the interest of such Noteholders to do so provided the Trustee may not withhold
notice of default in the payment of principal, premium, if any, or interest, if
any, on any of the debt securities of such series or in the making of any
sinking fund installment or analogous obligation with respect to such series.
(Section 6.08).
Each indenture provides that if an Event of Default occurs and is
continuing with respect to any series of debt securities, either the Trustee or
the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of such series may declare the principal, or in the
case of discounted debt securities, a portion of the principal amount, of all
such debt securities to be due and payable immediately. Under certain conditions
such declaration may be annulled by the holders of a majority in principal
amount of such debt securities then outstanding. The holders of a majority in
principal amount of such debt securities then outstanding may also waive on
behalf of all holders past defaults with respect to a particular series of debt
securities except, unless previously cured, a default in payment of principal,
premium, if any, or interest, if any, on any of the debt securities of such
series, or the payment of any sinking fund installment or analogous obligation
on the debt securities of such series (Sections 6.01 and 6.07).
Other than the duties of a trustee during a default, the Trustee is
not obligated to exercise any of its rights or powers under the indenture at the
request, order or direction of any holders of debt securities of any series
issued thereunder unless such holders shall have offered to the Trustee
reasonable indemnity. (Sections 7.01 and 7.02). Subject to such indemnification
provision, each indenture provides that the holders of a majority in principal
amount of the debt securities of any series issued thereunder at the time
outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee thereunder, or
exercising any trust or power conferred on such Trustee with respect to the debt
securities of such series. However, the Trustee may decline to act if it has not
been offered reasonable indemnity or if it determines that the proceedings so
directed would be illegal or involve it in any personal liability. (Section
6.07).
Concerning the Trustee
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
successor to The Bank of New York, acts as Trustee under (i) an Amended and
Restated Indenture with us dated as of February 27, 1997, as supplemented by a
Supplemental Indenture with us dated as of May 3, 1999 and a Second Supplemental
Indenture with us dated as of July 2, 2001, (ii) an Amended and Restated
Indenture with us dated as of February 28, 1997, as supplemented by a First
Supplemental Indenture with us dated as of July 2, 2001, (iii) an indenture with
us dated as of June 3, 1994, as amended and supplemented, and (iv) an indenture
with us dated as of October 1, 1991, as amended and supplemented. JPMorgan Chase
Bank also acts as Trustee under certain other indentures
10
with us. A number of our series of senior, unsecured notes are presently
outstanding under each of such indentures. Debt securities may be issued under
either of the indentures referred to in clauses (i) and (ii) above.
GECC, GE Company and other affiliates of GE Company maintain various
commercial and investment banking relationships with JPMorgan Chase Bank and its
affiliates in their ordinary course of business.
DESCRIPTION OF WARRANTS
General
We may issue warrants to purchase debt securities either alone or
together with debt securities. In addition to this summary, you should refer to
the detailed provisions of the specific warrant agreement for complete terms of
the warrants and the warrant agreement. Each warrant agreement will be between
GECC and a banking institution organized under the laws of the United States or
a state. A form of warrant agreement was filed as an exhibit to the Registration
Statement.
The warrants will be evidenced by warrant certificates. Unless
otherwise specified in the prospectus supplement, the warrant certificates may
be traded separately from the debt securities, if any, with which the warrant
certificates were issued. Warrant certificates may be exchanged for new warrant
certificates of different denominations at the office of an agent that we will
appoint. Until a warrant is exercised, the holder of a warrant does not have any
of the rights of a debtholder and is not entitled to any payments on, any debt
securities issuable upon exercise of the warrants.
We may issue warrants in one or more series. The prospectus supplement
accompanying this prospectus relating to the particular series of warrants, will
contain terms of the warrants, including:
o the title and the aggregate number of warrants;
o the debt securities for which each warrant is exercisable;
o the date or dates on which such warrants will expire;
o the price or prices at which such warrants are exercisable;
o the currency or currencies in which such warrants are
exercisable;
o the periods during which and places at which such warrants are
exercisable;
o the terms of any mandatory or optional call provisions;
11
o the price or prices, if any, at which the warrants may be
redeemed at the option of the holder or will be redeemed upon
expiration;
o the identity of the warrant agent; and
o the exchanges, if any, on which such warrants may be listed.
Exercise of Warrants
You may exercise warrants by payment to our warrant agent of the
exercise price, in each case in such currency or currencies as are specified in
the warrant, and giving your identity and the number of warrants to be
exercised. Once you pay our warrant agent and deliver the properly completed and
executed warrant certificate to our warrant agent at the specified office, our
warrant agent will, as soon as practicable, forward notes to you in authorized
denominations. If you exercise less than all of the warrants evidenced by your
warrant certificate, you will be issued a new warrant certificate for the
remaining amount of warrants.
DESCRIPTION OF THE PREFERRED STOCK
General
Our Board of Directors has authorized the issuance of preferred stock.
The terms of the preferred stock will be stated and expressed in a resolution or
resolutions to be adopted by our Board of Directors (or any duly authorized
committee of the Board of Directors) consistent with our restated certificate of
incorporation. The preferred stock, when issued and sold, will be fully paid and
non-assessable and will have no pre-emptive rights.
As of the date of this prospectus, our capital stock as authorized by
our sole common stockholder consists of:
o 3,866,000 shares of Common Stock, par value of $.01 per share,
o 33,000 shares of Variable Cumulative Preferred Stock, par value
$100 per share, and
o 750,000 shares of Preferred Stock, par value $.01 per share.
In order to distinguish between our two classes of preferred stock, we
will refer to the first class of our preferred stock as "Variable Cumulative
Preferred Stock" and to the second class as our "second class of preferred
stock". When we refer to both classes we use the phrase "preferred stock".
3,837,825 shares of Common Stock and 26,000 shares of Variable Cumulative
Preferred Stock are presently outstanding. There are no shares of our second
class of preferred stock currently outstanding. Each Series of Variable
12
Cumulative Preferred Stock ranks equally with each other Series of Variable
Cumulative Preferred Stock as to dividend and liquidation preference.
We will describe the particular terms of any series of preferred stock
being offered by use of this prospectus in the prospectus supplement relating to
that series of preferred stock. Those terms may include:
o the designation, number of shares and stated value per share;
o the amount of liquidation preference;
o the initial public offering price at which shares of such series
of preferred stock will be sold;
o the dividend rate or rates (or method of determining the dividend
rate);
o the dates on which dividends shall be payable, the date from
which dividends shall accrue and the record dates for determining
the holders entitled to such dividends;
o any redemption or sinking fund provisions;
o any voting rights;
o any conversion or exchange provisions;
o any provisions to issue the shares of such series as depositary
shares evidenced by depositary receipts; and
o any additional dividend, redemption, liquidation or other
preferences or rights and qualifications, limitations or
restrictions thereof.
If the terms of any series of preferred stock being offered differ
from the terms set forth below, we will also disclose those terms in the
prospectus supplement relating to that series of preferred stock. In addition to
this summary, you should refer to our restated certificate of incorporation for
the complete terms of preferred stock being offered.
We will specify the transfer agent, registrar, dividend disbursing
agent and redemption agent for each series of preferred stock in the prospectus
supplement relating to that series.
Dividend Rights
If you purchase preferred stock being offered by this prospectus, you
will be entitled to receive, when, and as declared by our board of directors,
cash or other dividends at the rates, or as determined by the method described
in, and on the dates set forth in, the prospectus supplement. Dividend rates may
be fixed or variable or both.
13
Different series of preferred stock may be entitled to dividends at different
dividend rates or based upon different methods of determination. We will pay
each dividend to the holders of record as they appear on our stock books on
record dates determined by the board of directors. Dividends on any series of
the preferred stock may be cumulative or noncumulative, as specified in the
prospectus supplement. If the board of directors fails to declare a dividend on
any series of preferred stock for which dividends are noncumulative, then your
right to receive that dividend will be lost, and we will have no obligation to
pay the dividend for that dividend period, whether or not we declare dividends
for any future dividend period. Dividends on the shares of preferred stock will
accrue from the date on which we initially issue such series of preferred stock
or as otherwise set forth in the prospectus supplement relating to such series.
The prospectus supplement relating to a series of preferred stock will describe
any adjustments to be made, if any, to the dividend rate in the event of certain
amendments to the Internal Revenue Code of 1986, as amended, with respect to the
dividends-received deduction.
In particular, the dividend payment dates on the Variable Cumulative
Preferred Stock will be the last day of each dividend period, regardless of its
length, and, in the case of dividend periods of more than 99 days, on the
following additional dates:
o if such Dividend Period is from 100 to 190 days, on the 91st day;
o if such Dividend Period is from 191 to 281 days, on the 91st and
182nd days;
o if such Dividend Period is from 282 to 364 days, on the 91st,
182nd and 273rd days; and
o if such Dividend Period is from two to 30 years, on January 15,
April 15, July 15 and October 15 of each year.
In the event a dividend payment date falls on a day that is not a
business day, then the dividend payment date shall be the business day next
succeeding such date. After the initial dividend period, each subsequent
dividend period will begin on a dividend payment date and will end 49 days
later. However, we may elect subsequent dividend periods that are longer than 49
days. We will notify you of any such election and follow the procedures that
will be set forth in a prospectus supplement for the series of Variable
Cumulative Preferred Stock. After the initial dividend period, the dividend
rates on the Variable Cumulative Preferred Stock will be determined pursuant to
an auction method, subject to any maximum or minimum interest rate, which will
be described in the prospectus supplement relating to such series of Variable
Cumulative Preferred Stock.
The dividend payment dates and the dividend periods with respect to
our second class of preferred stock will be described in the prospectus
supplement relating to such series of our second class of preferred stock.
We may not declare any dividends on any shares of common stock, or
make any payment on account of, or set apart money for, a sinking or other
analogous fund for the
14
purchase, redemption or other retirement of any shares of common stock or make
any distribution in respect thereof, whether in cash or property or in
obligations or our stock, other than common stock unless
o full cumulative dividends shall have been paid or declared and
set apart for payment on all outstanding shares of preferred
stock and other classes and series of our preferred stock and
o we are not in default or in arrears with respect to any sinking
or other analogous fund or other agreement for the purchase,
redemption or other retirement of any shares of our preferred
stock.
In the event we have outstanding shares of more than one series of our
preferred stock ranking equally as to dividends and dividends on one or more of
such series of preferred stock are in arrears, we are required to make dividend
payments ratably on all outstanding shares of such preferred stock in proportion
to the respective amounts of dividends in arrears on all such preferred stock to
the date of such dividend payment. You will not be entitled to any dividend,
whether payable in cash, property or stock, in excess of full cumulative
dividends on shares of the preferred stock you own. No interest, or sum of money
in lieu of interest, shall be payable in respect of any dividend payment or
payments which may be in arrears.
Liquidation Rights
In the event of our liquidation, either voluntary or involuntary,
dissolution or winding-up, we will be required to pay the liquidation preference
specified in the prospectus supplement relating to those shares of preferred
stock, plus accrued and unpaid dividends, before we make any payments to holders
of our common stock or any other class of our stock ranking junior to that
preferred stock. If we do not have sufficient assets to pay the liquidation
preference, plus accrued and unpaid dividends, on all classes of preferred stock
that rank equally upon liquidation, we will pay holders of the preferred stock
proportionately based on the full amount to which they are entitled. Other than
their claims to the liquidation preference and accrued and unpaid dividends,
holders of preferred stock will have no claim to any of our other remaining
assets. Neither the sale of all or substantially all our property or business
nor a merger or consolidation by us with any other corporation will be
considered a dissolution, liquidation or winding-up of our business or affairs,
if that transaction does not impair the voting power, preferences or special
rights of the holders of shares of preferred stock.
Voting Rights
Holders of our common stock are entitled to one vote per share on all
matters which arise at any meeting of shareholders. Holders of preferred stock
being offered by this prospectus will not be entitled to vote, except as set
forth below, in a prospectus supplement or as otherwise required by law.
15
The holders of Variable Cumulative Preferred Stock are not entitled to
vote except as required by law or as set forth in a prospectus supplement.
However, we may not alter any of the preferences, privileges, voting powers or
other restrictions or qualifications of a series of Variable Cumulative
Preferred Stock in a manner substantially prejudicial to the holders thereof
without the consent of the holders of at least 66 2/3% of the total number of
shares of such series.
With respect to our second class of preferred stock, in the event that
six quarterly dividends (whether or not consecutive) payable on any series of
our second class of preferred stock shall be in arrears, the holders of each
series of our second class of preferred stock, voting separately as a class with
all other holders of preferred stock with equal voting rights, shall be entitled
at our next annual meeting of stockholders (and at each subsequent annual
meeting of stockholders), to vote for the election of two of our directors, with
the remaining directors to be elected by the holders of shares of any other
class or classes or series of stock entitled to vote therefor. Until the arrears
in payments of all dividends which permitted the election of such directors
shall cease to exist, any director who has been so elected may be removed at any
time, either with or without cause, only by the affirmative vote of the holders
of the preferred stock at the time entitled to cast a majority of the votes
entitled to be cast for the election of any such director at a special meeting
of such holders called for that purpose, and any vacancy thereby created may be
filled by the vote of such holders. The holders of shares of our second class of
preferred stock shall no longer be entitled to vote for directors once the past
due dividends have all been paid unless dividends later become in arrears again.
Once the past due dividends have all been paid, then the directors elected by
the preferred stockholders will no longer be directors.
We may not take certain actions without the consent of at least 66
2/3% of the shares of our second class of preferred stock, voting together as a
single class without regard to series. We need such 66 2/3% consent to:
o create any class or series of stock with preference as to
dividends or distributions of assets over any outstanding series
of our second class of preferred stock (other than a series which
has no right to object to such creation) or
o alter or change the provisions of our restated certificate of
incorporation so as to adversely affect the voting power,
preferences or special rights of the holders of shares of our
second class of preferred stock; provided, however, that if such
creation or such alteration or change would adversely affect the
voting power, preferences or special rights of one or more, but
not all, series of our second class of preferred stock at the
time outstanding, consent of the holders of shares entitled to
cast at least 2/3rds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected,
voting as a class, shall be required in lieu of the consent of
all holders of 2/3rds of our second class of preferred stock at
the time outstanding.
16
The prospectus supplement relating to a series of preferred stock will
further describe the voting rights, if any, including the number of or
proportional votes per share.
Redemption
The applicable prospectus supplement will indicate whether the series
of preferred stock being offered is subject to redemption, in whole or in part,
whether at our option or mandatorily or otherwise and whether or not pursuant to
a sinking fund. The redemption provisions that may apply to a series of
preferred stock being offered, including the redemption dates and the redemption
prices for that series will be set forth in the prospectus supplement.
If we fail to pay dividends on any series of preferred stock we may not
redeem that series in part and we may not purchase or otherwise acquire any
shares of such series other than by a purchase or exchange offer made on the
same terms to holders of all outstanding shares of such series.
We may redeem the shares of any series of Variable Cumulative
Preferred Stock out of legally available funds therefore, as a whole or from
time to time in part:
o on the last day of any dividend period at a redemption price of
$100,000 per share, plus accumulated and unpaid dividends to the
date fixed for redemption and
o in the case of shares of Variable Cumulative Preferred Stock with
a dividend period equal to or more than two years, on any
dividend payment date for such shares at redemption prices (but
not less than $100,000 per share) determined by us prior to the
commencement of such dividend period plus accumulated and unpaid
dividends to the date set forth for redemption.
Conversion Rights
No series of preferred stock will be convertible into our common
stock.
DESCRIPTION OF SUPPORT OBLIGATIONS AND INTERESTS THEREIN
General
Support obligations may include guarantees, letters of credit and
promissory notes or loan obligations that are issued in connection with, and as
a means of credit support for, any part of a fixed or contingent payment
obligation of underlying securities issued by third parties. The issuers of the
underlying securities may or may not be affiliated with us. A holder of an
underlying security will also hold uncertificated interests in the related
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support obligation, representing the credit enhancement of the holder's
underlying security afforded by the related support obligation.
Support obligations that are issued in the form of promissory notes or
loan obligations, and the related interests, are to be issued under an
indenture, dated as of June 3, 1994, as supplemented, between us and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as successor trustee.
To the extent that the following disclosure summarizes certain provisions of the
indenture, such summaries do not purport to be complete, and are subject to, and
are qualified in their entirety by reference to, all the provisions of the
indenture, a form of which is filed as an exhibit to the registration statement
of which this prospectus is a part.
The terms and conditions of any support obligations and related
interests will be determined by the terms and conditions of the related
underlying securities, and may vary from the general descriptions set forth
below. A complete description of the terms and conditions of any support
obligations and related interests issued pursuant to this prospectus will be set
forth in the accompanying prospectus supplement.
Any support obligations and related interests will be unsecured and
will rank equally and ratably with all of our other unsecured and unsubordinated
indebtedness. The terms of a particular support obligation may provide that a
different support obligation may be substituted therefor, upon terms and
conditions described in the applicable prospectus supplement, provided that such
substitution is carried out in conformity with the Securities Act of 1933 and
the rules and regulations thereunder. Unless otherwise specified in the
accompanying prospectus supplement, each support obligation will be governed by
the law of the State of New York. Neither the indenture (with respect to
promissory notes and loan obligations) nor any other document or instrument
(with respect to other forms of support obligations) will limit the amount of
support obligations or interests that may be issued thereunder. Neither the
indenture (with respect to promissory notes and loan obligations) nor any other
document or instrument (with respect to other forms of support obligations) will
contain any provisions that limit our ability to incur indebtedness or that
afford holders of support obligations or interests protection in the event GE
Company, as our ultimate stockholder, causes us to engage in a highly leveraged
transaction, reorganization, restructuring, merger or similar transaction.
Guarantees
Any guarantees that we issue from time to time for the benefit of
holders of specified underlying securities will include the following terms and
conditions, plus any additional terms specified in the accompanying prospectus
supplement.
A guarantee will provide that we unconditionally guarantee the due and
punctual payment of the principal, interest (if any), premium (if any) and all
other amounts due under the applicable underlying securities when the same shall
become due and payable, whether at maturity, pursuant to mandatory or optional
prepayments, by acceleration or
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otherwise, in each case after any applicable grace periods or notice
requirements, according to the terms of the applicable underlying securities.
Any guarantee shall be unconditional irrespective of the validity or
enforceability of the applicable underlying security, any change or amendment
thereto or any other circumstances that may otherwise constitute a legal or
equitable discharge or defense of a guarantor. However, we will not waive
presentment or demand of payment or notice with respect to the applicable
underlying security unless otherwise provided in the accompanying prospectus
supplement.
We shall be subrogated to all rights of the issuer of the applicable
underlying securities in respect of any amounts paid by us pursuant to the
provisions of a guarantee. The guarantee shall continue to be effective or
reinstated, as the case may be, if at any time any payment made by the issuer of
the applicable underlying security is rescinded or must otherwise be returned
upon the insolvency, bankruptcy or reorganization of GECC, the issuer of the
applicable underlying security or otherwise.
Letters of Credit
Any direct-pay letters of credit we issue from time to time relating
to specified underlying securities shall include the following terms and
conditions, plus any additional terms specified in the accompanying prospectus
supplement.
Any letter of credit will be our direct-pay obligation issued for the
account of the holders of the applicable underlying securities or, in certain
cases, an agent acting on behalf of the issuer of the applicable underlying
securities or a trustee acting on behalf of the holders. The letter of credit
will be issued in an amount that corresponds to principal and, if applicable,
interest and other payments payable with respect to the applicable underlying
securities. Drawings under the letter of credit will reduce the amount available
under the letter of credit, but drawings of a recurring nature (such as
interest) will automatically be reinstated following the date of such payment
provided that the letter of credit has not otherwise expired.
The letter of credit will expire at a date and time specified in the
accompanying prospectus supplement, and will also expire upon the earlier
occurrence of certain events, as described in the accompanying prospectus
supplement.
Promissory Notes or Loan Obligations
We may incur indebtedness from time to time to the issuer of
underlying securities, such indebtedness to be evidenced by promissory notes,
loan agreements or other evidences of indebtedness. The purpose of issuing any
such promissory note, loan agreement or other indebtedness will be to enable us,
directly or indirectly, to provide credit support to the applicable underlying
securities by means of our repayment obligation as evidenced by the promissory
note, loan agreement or other indebtedness. The promissory notes, loan
agreements or other indebtedness will provide that only the issuer of the
underlying securities to which such promissory notes, loan agreements or other
indebtedness relate or the issuer's assignee will be entitled to enforce such
promissory notes, loan agreements or other indebtedness against us. Holders of
the relevant underlying securities will not have any third party beneficiary or
other rights under, or be entitled to enforce, the relevant promissory notes,
loan agreements
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or other indebtedness. The terms and provisions of any such note, loan agreement
or other indebtedness, including principal amount, provisions or interest and
premium, if applicable, maturity, prepayment provisions, if any, and identity of
obligee, will be described in the applicable prospectus supplement.
Modification of the Indenture
The following provisions will apply to any promissory notes or loan
obligations issued pursuant to the indenture.
In general, our rights and obligations and the rights of the holders
under the indenture may be modified if the holders of not less than 66 2/3% in
aggregate principal amount of the outstanding support obligations of each series
affected by the modification consent to it. However, Section 10.2 of the
indenture provides that, unless each affected holder agrees, we cannot
o change the character of any support obligation from being payable
other than as provided in any related support obligation
agreement;
o reduce the principal amount of a support obligation;
o change the currency in which we have to make payment on a support
obligation to a currency other than United States dollars; or
o reduce the percentage of the aggregate principal amount of
support obligations needed to make any amendment to the
indenture.
However, if we and the Trustee agree, we can amend the indenture
without notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.
Event of Default
The following provisions will apply to any promissory notes or loan
obligations issued pursuant to the indenture.
Any event of default with respect to any series of support obligations
issued pursuant to the indenture is defined in the indenture as being (a) a
default in any payment of principal or premium, if any, or interest on any
support obligation of such series in accordance with the terms of the related
credit support agreement; or (b) any other event of default as defined in the
related credit support agreement to the extent specifically identified pursuant
to Section 2.2 of the indenture. (Section 6.1). The indenture requires
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us to deliver to the Trustee annually a written statement as to the presence or
absence of certain defaults under the terms thereof. (Section 4.4). No event of
default with respect to a particular series of support obligations under the
indenture necessarily constitutes an event of default with respect to any other
series of support obligations issued thereunder or other series of support
obligations not entitled to the benefits of the indenture.
The indenture provides that during the continuance of an event of
default with respect to any series of support obligations issued pursuant to the
indenture, either the Trustee or the holders of 25% in aggregate principal
amount of the outstanding support obligations of such series and the interests
of such series (voting together as a single class) may declare the principal of
all such support obligations 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 support obligations then outstanding. The indenture
provides that past defaults with respect to a particular series of support
obligations issued under the indenture (except, unless theretofore cured, a
default in payment of principal of, or interest on any of the support
obligations of such series) may be waived on behalf of the holders of all
support obligations of such series by the holders of a majority in principal
amount of such support obligations then outstanding. (Sections 6.1 and 6.7).
Subject to the provisions of the indenture relating to the duties of
the Trustee in case an event of default with respect to any series of support
obligations issued pursuant to the indenture shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers
under the indenture at the request, order or direction of any holders of support
obligations of any series issued thereunder unless such holders shall have
offered to the Trustee reasonable indemnity. (Section 6.4). Subject to such
indemnification provision, the indenture provides that the holders of a majority
in principal amount of the support obligations of any series issued pursuant to
the indenture and the interests of such series (voting together as a single
class) thereunder at the time outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee with
respect to the support obligations of such series, provided that the Trustee may
decline to follow any such direction if it has not been offered reasonable
indemnity therefor or if it determines that the proceedings so directed would be
illegal or involve it in any personal liability. (Section 6.7).
Concerning the Trustee
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
successor to Mercantile-Safe Deposit and Trust Company, acts as Trustee under an
Indenture with us dated as of June 3, 1994, as supplemented by a First
Supplemental Indenture with us dated as of February 1, 1997 and a Second
Supplemental Indenture with us dated as of July 2, 2001. JPMorgan Chase Bank
also acts as Trustee under several other indentures with us, pursuant to which a
number of series of senior, unsecured notes of ours are presently outstanding.
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GECC, GE Company and other affiliates of GE Company maintain various
commercial and investment banking relationships with JPMorgan Chase Bank and its
affiliates in their ordinary course of business.
LEGAL OPINIONS
Unless otherwise specified in the prospectus supplement accompanying
this prospectus, Alan M. Green, Associate General Counsel--Treasury Operations
and Assistant Secretary of GECC will provide an opinion for us regarding the
validity of the securities and Davis Polk & Wardwell, 450 Lexington Avenue, New
York, New York 10017 will provide an opinion for the underwriters, agents or
dealers. Mr. Green beneficially owns or has rights to acquire an aggregate of
less than 0.01% of GE Company's common stock.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to GECC's Annual Report on Form 10-K for the year ended December 31,
2001 have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing.
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You should rely only on the information
contained in this document or that we have
referred you to. We have not authorized anyone
else to provide you with information that is U.S. $200,000,000
different. We are not making an offer of these
securities in any state where the offer is not
permitted. The information in this document is GENERAL ELECTRIC
current only as of the date of this document, CAPITAL CORPORATION
regardless of the time of delivery of this
document or any sale of the securities.
GUARANTEE, INCLUDING INTERESTS THEREIN
------------------------ -------------------
PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS -------------------
PAGE
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PROSPECTUS SUPPLEMENT
Description of the Guarantee and Interests..S-3
Conditions to the Issuance of the Guarantee
and Interests.............................S-4
Description of the Solicitation.............S-4
Description of the Proposed Transactions....S-5
Plan of Distribution........................S-6
Certain Federal Income Tax Considerations...S-6
Legal Opinion...............................S-9
PROSPECTUS
Where You Can Get More
Information on GECC.......................2
The Company...................................3
Use of Proceeds...............................4
Plan of Distribution..........................4
Securities Offered............................5
Description of Debt Securities................6
Description of Warrants......................11
Description of the Preferred Stock...........12
Description of Support Obligations and
Interests Therein........................17
Legal Opinions...............................22
Experts......................................22
JULY __, 2002
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