Pricing Supplement No. 3767 Filed Pursuant to Rule 424(B)(3)
(To Prospectus dated April 9, 2002, Registration No. 333-84462
as supplemented by Prospectus Supplement
dated April 16, 2002)
$1,000,000,000
GENERAL ELECTRIC CAPITAL CORPORATION
6.625% Public Income NotES (PINES(R)) due 2032
-------------
We are offering $1,000,000,000 of 6.625% Public Income NotES due June 28,
2032, which we refer to as the "PINES". The PINES will be our senior
obligations and will rank on a parity with all of our existing and future
unsecured and unsubordinated indebtedness. We will pay interest on the PINES on
March 28/th/, June 28/th/, September 28/th/ and December 28/th/ of each year.
The first such payment will be on September 28, 2002. We may redeem the PINES,
in whole or in part, at any time on or after June 28, 2007 at a redemption
price equal to 100% of the principal amount redeemed plus accrued and unpaid
interest to the redemption date. The PINES will be issued in minimum
denominations of $25 and integral multiples thereof.
We intend to list the PINES on the New York Stock Exchange and expect
trading in the PINES on the New York Stock Exchange to begin within 30 days
after the original issue date. The PINES are expected to trade "flat", meaning
that purchasers will not pay, and sellers will not receive, any accrued and
unpaid interest on the PINES that is not included in the trading price.
-------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this pricing supplement or the related prospectus
supplement and prospectus. Any representation to the contrary is a criminal
offense.
-------------
Per PINES Total
--------- --------------
Public Offering Price................................................ 100.00% $1,000,000,000
Underwriting Discounts............................................... 3.15% $ 31,500,000
Proceeds to General Electric Capital Corporation (before expenses)... 96.85% $ 968,500,000
-------------
The public offering price set forth above does not include accrued interest,
if any. Interest on the PINES will accrue from June 28, 2002 and must be paid
by the purchaser if the PINES are delivered after June 28, 2002.
The Underwriters named herein are severally underwriting the PINES being
offered. The Underwriters expect to deliver the PINES in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on June 28, 2002.
"PINES(R)" is a registered service mark of Salomon Smith Barney Inc.
-------------
Salomon Smith Barney
-------------
A.G. Edwards and Sons, Inc.
Merrill Lynch & Co.
Morgan Stanley
Prudential Securities
UBS Warburg
Wachovia Securities, Inc.
June 13, 2002
You should rely only on the information contained in or incorporated by
reference in this pricing supplement and the accompanying prospectus supplement
and prospectus. We have not authorized anyone 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
contained in this pricing supplement or the accompanying prospectus supplement
and prospectus is accurate as of any date other than the date on the front of
this pricing supplement.
-------------
TABLE OF CONTENTS
Pricing Supplement
Page
----
Alternative Settlement Date........................................... PS-3
Ratio of Earnings to Fixed Charges.................................... PS-3
Description of the PINES.............................................. PS-3
United States Tax Considerations...................................... PS-6
Underwriting.......................................................... PS-8
Prospectus Supplement
Page
----
Risks of Foreign Currency Notes and Indexed Notes..................... S-2
Description of Notes.................................................. S-4
United States Tax Considerations...................................... S-20
Plan of Distribution.................................................. S-26
Legal Opinions........................................................ S-27
Glossary.............................................................. S-28
Prospectus
Page
----
Where You Can Get More Information on GECC............................ 2
The Company........................................................... 3
Use of Proceeds....................................................... 3
Plan of Distribution.................................................. 4
Securities Offered.................................................... 5
Description of Debt Securities........................................ 5
Description of Warrants............................................... 9
Description of the Preferred Stock.................................... 10
Description of Support Obligations and Interest Therein............... 13
Legal Opinions........................................................ 16
Experts............................................................... 16
-------------
In this pricing supplement, the "Company", "we", "us" and "our" refer to
General Electric Capital Corporation. Capitalized terms used in this pricing
supplement which are defined in the prospectus supplement shall have the
meanings assigned to them in the prospectus supplement.
PS-2
ALTERNATIVE SETTLEMENT DATE
It is expected that delivery of the PINES will be made on or about the date
specified on the cover page of this pricing supplement, which will be the
eleventh Business Day following the date of this pricing supplement. Under Rule
15c6-1 of the Securities Exchange Commission ("SEC") under the Securities
Exchange Act of 1934, trades in the secondary market generally are required to
settle in three Business Days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade PINES on the date of
this pricing supplement or the next succeeding seven Business Days will be
required to specify an alternate settlement cycle at the time of any such trade
to prevent failed settlement. Purchasers of PINES who wish to trade PINES on
the date of this pricing supplement or the next succeeding seven Business Days
should consult their own advisors.
THE COMPANY
General
At March 30, 2002 the Company had outstanding indebtedness totaling $231.585
billion, consisting of notes payable within one year, senior notes payable
after one year and subordinated notes payable after one year. The total amount
of outstanding indebtedness at March 30, 2002 excluding subordinated notes
payable after one year was equal to $230.700 billion.
Consolidated Ratio of Earnings to Fixed Charges
The information contained in the Prospectus under the caption "Consolidated
Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as
follows:
Year Ended December 31, 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 ratio of earnings to fixed
charges, earnings consist of net earnings adjusted for the provision for income
taxes, minority interest and fixed charges. Fixed charges consist of interest
and discount on all indebtedness and one-third of rentals, which the Company
believes is a reasonable approximation of the interest factor of such rentals.
DESCRIPTION OF THE PINES
General
We provide information to you about the PINES in three separate documents:
. this pricing supplement which specifically describes the PINES being
offered;
. the accompanying prospectus supplement which describes the Company's
Global Medium-Term Notes, Series A; and
. the accompanying prospectus which describes generally the debt securities
of the Company.
PS-3
The PINES are "senior, unsecured debt securities" as described in the
accompanying prospectus and prospectus supplement. This description supplements
the description of the general terms and provisions of the debt securities
found in the accompanying prospectus and prospectus supplement.
The PINES
. will be our senior, unsecured obligations,
. will rank equally with all our other unsecured and unsubordinated
indebtedness from time to time outstanding,
. will initially be limited in aggregate principal amount to
$1,000,000,000; we may, without the consent of the holders, increase such
principal amount in the future, on the same terms and conditions and with
the same CUSIP number as the PINES being offered hereby,
. will mature on June 28, 2032,
. will be issued in minimum denominations of $25 and integral multiples
thereof,
. will be redeemable at our option, in whole or in part, at any time on or
after June 28, 2007 at a redemption price equal to 100% of the principal
amount redeemed plus accrued and unpaid interest to the redemption date,
and
. are expected to be listed on the New York Stock Exchange.
Quarterly Payments
Interest on the PINES will accrue from June 28, 2002 at a rate of 6.625% per
annum and will be payable initially on September 28, 2002 and thereafter
quarterly on March 28/th/, June 28/th/, September 28/th/ and December 28/th/ of
each year (each an "Interest Payment Date"). On an Interest Payment Date,
interest will be paid to the persons in whose names the PINES were registered
as of the record date. With respect to any Interest Payment Date, for so long
as the PINES are represented by global securities, the record date will be the
close of business on the Business Day prior to the relevant Interest Payment
Date, and in the case the PINES are no longer represented by global securities,
the record date will be the close of business on the 15/th/ calendar day
(whether or not a Business Day) prior to the relevant Interest Payment
Date.
The amount of interest payable for any period will be computed on the basis
of twelve 30-day months and a 360-day year. The amount of interest payable for
any period shorter than a full quarterly interest period will be computed on
the basis of the number of days elapsed in a 90-day quarter of three 30-day
months. If any Interest Payment Date falls on a Saturday, Sunday, legal holiday
or a day on which banking institutions in the City of New York are authorized
by law or regulation to close, then payment of interest may be made on the next
succeeding Business Day and no additional interest will accrue because of such
delayed payment, except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.
Redemption and Repayment
The PINES will be redeemable at our option, in whole or in part, at any time
on or after June 28, 2007, upon not less than 30 nor more than 60 days' notice,
at a redemption price equal to 100% of the principal amount redeemed plus
accrued and unpaid interest to the redemption date. Additionally, we may at any
time repurchase PINES at any price in the open market and may hold, resell or
surrender such PINES to the Trustee for cancellation. You will not have the
right to require us to repay PINES prior to Maturity. The PINES are not subject
to any sinking fund provision.
PS-4
Trading Characteristics
We expect the PINES to trade at a price that takes into account the value,
if any, of accrued and unpaid interest. This means that purchasers will not
pay, and sellers will not receive, accrued and unpaid interest on the PINES
that is not included in their trading price. Any portion of the trading price
of a PINES that is attributable to accrued and unpaid interest will be treated
as ordinary interest income for U.S. federal income tax purposes and will not
be treated as part of the amount realized for purposes of determining gain or
loss on the disposition of the PINES. See generally "United States Tax
Considerations".
Book-Entry Only
The PINES will be issued only in book-entry form through the facilities of
the Depositary and will be in denominations of $25 and integral multiples
thereof. The PINES will be represented by one or more global securities and
will be registered in the name of a nominee of the Depositary. The Depositary
has advised us that it is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of section 17A of the
Securities Exchange Act of 1934, as amended. The Depositary holds securities
that its participants deposit with the Depositary. The Depositary also
facilitates the settlement among its participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in its participants' accounts. By doing so, the
Depositary eliminates the need for physical movement of securities. The
Depositary's participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations, and certain other
organizations, some of which own the Depositary. The Depositary is also owned
by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to the Depositary's
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Persons who are
not participants may beneficially own securities held by the Depositary only
through participants. The rules applicable to the Depositary and its
participants are on file with the Securities and Exchange Commission.
Upon the issuance of the global security, the Depositary will credit its
participants' accounts on its book-entry registration and transfer system with
their respective principal amounts of the PINES represented by such global
security. The Underwriters designate which participants' accounts will be
credited. The only persons who may own beneficial interests in the global
security will be the Depositary's participants or persons that hold interests
through such participants. Ownership of beneficial interests in such global
security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depositary or its nominee (with respect
to interests of its participants), and on the records of its participants (with
respect to interests of persons other than such participants). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limits and laws may impair your
ability to transfer your interest in the PINES.
So long as the Depositary or its nominee is the registered owner of the
global security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the PINES represented by such global
security for all purposes under the Indenture. Except as provided below or as
we may otherwise agree in our sole discretion, owners of beneficial interests
in a global security will not be entitled to have PINES represented by such
global security registered in their names, will not receive or be entitled to
receive physical delivery of PINES in definitive form and will not be
considered the owners or holders thereof under the Indenture.
Principal and interest payments on PINES registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the global security representing such
PINES. None of the Company or the Trustee will have any responsibility or
liability for any
PS-5
aspect of the records relating to or payments made on account of beneficial
interests in such global security for such PINES or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
We expect that the Depositary for the PINES or its nominee, upon receipt of
any payment of principal or interest, will credit immediately its participants
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the global security for such PINES as
shown on the records of the Depositary or its nominee. We also expect that
payments by such participants to owners of beneficial interests in such global
security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name"
(i.e., the name of a securities broker or dealer). Such payments will be the
responsibility of such participants.
If the Depositary is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by us within 90 days, we
will issue PINES in definitive form in exchange for the entire global security
representing such PINES. In addition, we may at any time, and in its sole
discretion determine not to have the PINES represented by the global security
and, in such event, will issue PINES in definitive form in exchange for the
global security representing such PINES. In any such instance, an owner of a
beneficial interest in the global security will be entitled to physical
delivery in definitive form of PINES represented by such global security equal
in principal amount to such beneficial interest and to have such PINES
registered in its name. PINES so issued in definitive form will be issued as
registered PINES in denominations that are integral multiples of $25.
UNITED STATES TAX CONSIDERATIONS
The following discussion summarizes certain U.S. federal income tax
considerations that may be relevant to you if you invest in PINES. The
following information replaces the information provided in the prospectus
supplement under the caption "United States Tax Considerations". Except as
discussed under "Non-U.S. Holders" and "Information Reporting and Backup
Withholding," the discussion generally applies only to holders of PINES that
are U.S. holders.
You will be a U.S. holder if you are an individual who is a citizen or
resident of the United States, a U.S. domestic corporation, or any other person
that is subject to U.S. federal income tax on a net income basis in respect of
an investment in the PINES. This summary deals only with U.S. holders that hold
PINES as capital assets. It does not address considerations that may be
relevant to you if you are an investor that is subject to special tax rules,
such as a bank, thrift, real estate investment trust, regulated investment
company, insurance company, dealer in securities or currencies, trader in
securities or commodities that elects mark to market treatment, person that
will hold PINES as a hedge against currency risk or as a position in a
"straddle," conversion or other integrated transaction, tax-exempt
organization, certain former citizens, and residents or a person whose
"functional currency" is not the U.S. dollar.
This summary is based on laws, regulations, rulings and decisions now in
effect, all of which may change. Any change could apply retroactively and could
affect the continued validity of this summary. You should consult your tax
adviser about the tax consequences of purchasing or holding PINES, including
the relevance to your particular situation of the considerations discussed
below, as well as the relevance to your particular situation of state, local or
other tax laws.
Payments or Accruals of Interest
Payments or accruals of interest on PINES will be taxable to you as ordinary
interest income at the time that you receive or accrue such amounts (in
accordance with your regular method of tax accounting).
Purchase, Sale and Retirement of PINES
Your tax basis in your PINES generally will be its cost, however, your tax
basis does not include any portion of your purchase price which represents
accrued but unpaid interest. You will generally recognize capital
PS-6
gain or loss on the sale or retirement of your PINES equal to the difference
between the amount you realize on the sale or retirement (excluding any amounts
attributable to accrued but unpaid interest which will be subject to tax in the
manner described under "Payments or Accruals of Interest") and your tax basis
in your PINES. Capital gain of a noncorporate United States holder is generally
taxed at a maximum rate of 20% where the property is held more than one year
and 18% where the property is held more than five years.
The PINES trade "flat," which means that upon the disposition of PINES you
will not receive a separate amount representing accrued interest.
Notwithstanding the foregoing, the portion of the proceeds you receive upon the
disposition of PINES that represents interest that has accrued from the last
interest payment date must be treated for U.S. federal income tax purposes (and
for U.S. federal income tax reporting purposes) as interest
ratherthan disposition proceeds.
Non-U.S. Holders
If you are a non-resident alien individual or a foreign corporation (a
"non-U.S. holder"), the interest income that you derive in respect of the PINES
generally will be exempt from the United States federal withholding tax. This
exemption will apply to you provided that
. you do not actually or constructively own 10 percent or more of the
combined voting power of all classes of our stock and you are not a
controlled foreign corporation that is related, directly or indirectly to
us through stock ownership, and
. the beneficial owner provides a statement (generally, an Internal Revenue
Service Form W-8BEN) signed under penalties of perjury that includes its
name and address and certifies that it is a non-U.S. person in compliance
with applicable requirements (or satisfies certain documentary evidence
requirements for establishing that it is a non-U.S. person).
If you are a non-U.S. holder, any gain you realize on a sale, exchange or
other disposition of PINES generally will be exempt from United States federal
income tax, including withholding tax. This exemption will not apply to you if
your gain is effectively connected with you conduct of a trade or business in
the United States or you are an individual holder and are present in the United
States for 183 days or more in the taxable year of the disposition and either
your gain is attributable to an office or other fixed place of business that
you maintain in the United States or you have a tax home in the United States.
United States Federal estate tax will not apply to PINES held by you if at
the time of death you were not a citizen or resident of the United States, you
did not actually or constructively own 10 percent or more of the combined
voting power of all classes of our stock and payments of interest on PINES
would not have been effectively connected with the conduct by you of a trade or
business in the United States.
For purposes of applying the rules set forth under this heading "Non-U.S.
Holders" to PINES held by an entity that is treated as fiscally transparent
(for example, a partnership) for U.S. federal income tax purposes, the
beneficial owner means each of the ultimate beneficial owners of the entity.
Information Reporting and Backup Withholding
The paying agent must file information returns with the Internal Revenue
Service in connection with payments made on PINES to certain U.S. holders. You
may also be subject to information reporting and backup withholding tax
requirements with respect to the proceeds from a sale of PINES. If you are a
U.S. holder, you generally will not be subject to United States backup
withholding tax on such payments if you provide your taxpayer identification
number to the paying agent. If you are a non-U.S. holder, you may have to
comply with certification procedures to establish your non-U.S. status in order
to avoid information reporting and backup withholding tax requirements. The
certification procedures required to claim the exemption from withholding tax
on interest income described above will satisfy these requirements. The amount
of any backup withholding from a payment to a holder may be allowed as a credit
against the holder's U.S. federal income tax liability and may entitle the
holder to a refund, provided that the required information is furnished to the
Internal Revenue Service.
PS-7
UNDERWRITING
Subject to the terms and conditions set forth in a terms agreement dated
June 13, 2002 between us and the underwriters named below (the "Underwriters"),
incorporating the terms of a distribution agreement dated as of April 16, 2002
between us and the agents named in the prospectus supplement, we have agreed to
sell to the Underwriters, and the Underwriters have severally agreed to
purchase, as principals, the respective principal amounts of the PINES set
forth below opposite their names.
Principal Amount
Underwriter of PINES
----------- ----------------
Salomon Smith Barney Inc.................................................. $ 130,000,000
A.G. Edwards and Sons, Inc................................................ $ 126,250,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................ $ 126,250,000
Morgan Stanley & Co. Incorporated......................................... $ 126,250,000
Prudential Securities Incorporated........................................ $ 126,250,000
UBS Warburg LLC........................................................... $ 126,250,000
Wachovia Securities, Inc.................................................. $ 126,250,000
Bear, Stearns & Co. Inc................................................... $ 5,000,000
Charles Schwab & Co. Inc.................................................. $ 5,000,000
Dain Rauscher Incorporated................................................ $ 5,000,000
Deutsche Bank Securities Inc.............................................. $ 5,000,000
Fidelity Capital Markets, a division of National Financial Services LLC... $ 5,000,000
H&R Block Financial Advisors, Inc......................................... $ 5,000,000
HSBC Securities (USA) Inc................................................. $ 5,000,000
McDonald Investments, Inc................................................. $ 5,000,000
Quick & Reilly, Inc....................................................... $ 5,000,000
TD Waterhouse, Inc........................................................ $ 5,000,000
US Bancorp Piper Jaffray Inc.............................................. $ 5,000,000
Wells Fargo Securities, LLC............................................... $ 5,000,000
ABN AMRO Incorporated..................................................... $ 1,750,000
Advest Inc................................................................ $ 1,750,000
BB&T Capital Markets...................................................... $ 1,750,000
Blaylock & Partners, L.P.................................................. $ 1,750,000
C.L. King & Associates, Inc............................................... $ 1,750,000
Crowell, Weedon & Co...................................................... $ 1,750,000
D.A. Davidson & Co........................................................ $ 1,750,000
Davenport & Company LLC................................................... $ 1,750,000
Doley Securities, Inc..................................................... $ 1,750,000
Fahenstock & Co. Inc...................................................... $ 1,750,000
Ferris, Baker Watts, Incorporated......................................... $ 1,750,000
Fifth Third Securities, Inc............................................... $ 1,750,000
J.J.B Hilliard, W.L. Lyons, Inc........................................... $ 1,750,000
Janney Montgomery Scott LLC............................................... $ 1,750,000
Legg Mason Wood Walker, Incorporated...................................... $ 1,750,000
Mesirow Financial, Inc.................................................... $ 1,750,000
Morgan Keegan & Company, Inc.............................................. $ 1,750,000
NatCity Investments, Inc.................................................. $ 1,750,000
Parker/Hunter Incorporated................................................ $ 1,750,000
Ramirez & Co., Inc........................................................ $ 1,750,000
Raymond James & Associates, Inc........................................... $ 1,750,000
Robert W. Baird & Co. Incorporated........................................ $ 1,750,000
Ryan, Beck & Co. LLC...................................................... $ 1,750,000
Southwest Securities, Inc................................................. $ 1,750,000
Stifel, Nicolaus & Company, Incorporated.................................. $ 1,750,000
SunTrust Capital Markets, Inc............................................. $ 1,750,000
Utendahl Capital Partners, L.P............................................ $ 1,750,000
Wedbush Morgan Securities, Inc............................................ $ 1,750,000
William Blair & Company, LLC.............................................. $ 1,750,000
The Williams Capital Group, L.P........................................... $ 1,750,000
--------------
Total.................................................................. $1,000,000,000
==============
PS-8
Prior to this offering, there has been no public market for the PINES. We
intend to list the PINES on the New York Stock Exchange, and we expect trading
in the PINES on the New York Stock Exchange to begin within 30 days after the
original issue date. In order to meet one of the requirements for listing the
PINES, the Underwriters will undertake to sell the PINES to a minimum of 400
beneficial holders.
The PINES are a new issue of securities with no established trading market.
The Underwriters have advised us that they intend to make a market in the PINES
but are not obligated to do so and may discontinue market making at any time
without notice. Neither we nor the Underwriters can assure you that the trading
market for the PINES will be liquid.
The Underwriters propose to offer some of the PINES directly to the public
at the public offering price set forth on the cover page of this pricing
supplement and some of the PINES to dealers at the public offering price less a
concession not to exceed $0.50 per $25 PINES. The Underwriters may allow, and
dealers may reallow, a concession not to exceed $0.45 per $25 PINES on sales to
other dealers. After the initial offering of the PINES to public, the
representatives may change the public offering price and concessions.
In connection with this offering, Salomon Smith Barney Inc., on behalf of
the Underwriters, may purchase and sell PINES in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment involves syndicate sales of PINES in
excess of the principal amount of PINES to be purchased by the Underwriters in
the offering, which creates a syndicate short position. Syndicate covering
transactions involve purchase of the PINES in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids or purchases of PINES made for
the purpose of preventing or retarding a decline in the market price of the
PINES while the offering is in progress.
The Underwriters also may impose a penalty bid. Penalty bids permit the
Underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchase PINES originally sold by that syndicate
member.
Any of these activities may have the effect of preventing or retarding a
decline in the market price of the PINES. They may also cause the price of the
PINES to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The Underwriters may conduct these
transactions on the New York Stock Exchange, in the over-the-counter market or
otherwise. If the Underwriters commence any of these transactions, they may
discontinue them at any time.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the Underwriters may be required to make because of any of these
liabilities.
It is expected that delivery of the PINES will be made on or about the date
specified on the cover page of this pricing supplement, which will be the
eleventh Business Day following the date of this pricing supplement. Under Rule
15c6-1 of the Securities Act of 1933, trades in the secondary market generally
are required to settle in three Business Days, unless the parties to any such
trade expressly agree otherwise. Accordingly, the purchasers who wish to trade
PINES on the date of this pricing supplement or the next seven Business Days
will be required to specify an alternate settlement cycle at the time of any
such trade to prevent failed settlement. Purchasers of PINES who wish to trade
PINES on the date of this pricing supplement or the next succeeding seven
Business Days should consult their own advisors.
PS-9