AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2004
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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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ALAN M. GREEN
GENERAL COUNSEL, CORPORATE TREASURY
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 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(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1)(2)(3)(4) REGISTRATION FEE(5)(6)
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Debt Securities, Debt Warrants, Preferred Stock, Guarantees,
Letters of Credit and Promissory Notes or Loan
Obligations................................................ $30 billion $3,801,000
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(1) Or, if any Debt Securities are issued (i) with an initial offering price
denominated in a foreign currency or a unit of two or more currencies, such
amount as shall result in an aggregate initial offering price equivalent to
$30 billion or (ii) at an original issue discount, such greater amount as
shall result in an aggregate initial offering price of $30 billion.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Warrants may be offered and sold entitling the holder to purchase any of the
Debt Securities. Pursuant to Rule 457(g), no registration fee is
attributable to the Warrants registered hereby.
(4) Includes interests in the Guarantees, Letter of Credit Obligations and Notes
or Loan Obligations offered from time to time to securityholders referred to
herein.
(5) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $568,526.12 previously paid to the
Commission relating to $6,179,631,650 aggregate offering amount of debt
securities, warrants, preferred stock, guarantees, letters of credit and
promissory notes and loan obligations previously registered pursuant to
Registration Statement No. 333-100527, which remained unissued as of the
close of business on March 31, 2004 and which are also covered by the
prospectus included in this Registration Statement.
(6) General Electric Company ("GE Company"), the ultimate parent of the
Registrant, paid a registration fee of $11,757,593.15 upon the filing of the
registration statement on Form S-4 initially filed by GE Company on November
13, 2000 (Registration No. 333-49710) in connection with the planned merger
of Honeywell International Inc. into a wholly-owned subsidiary of GE
Company. That transaction was not consummated and the shares registered
under registration statement No. 333-49710 were not issued. Pursuant to Rule
457(p), the registration fee of $98,410.75 for the registration statement on
Form S-4 initially filed by GE Company on December 28, 2001 (Registration
No. 333-76066), the registration fee of $4,600,000 for the registration
statement on Form S-3 initially filed by the Registrant on March 18, 2002
(Registration No. 333-84462), the registration fee of $74,216.40 for the
registration statement on Form S-3 initially filed by GE Company on July 17,
2002 (Registration No. 333-96571), the registration fee of $35,156.88 for
the registration statement on Form S-8 initially filed by GE Company on
August 28, 2002 (Registration No. 333-98877), the registration fee of
$251,620 for the registration statement on Form S-8 initially filed by GE
Company on September 17, 2002 (Registration No. 333-99671), the registration
fee of $4,600,000.00 for the registration statement on Form S-3 initially
filed by the Registrant on October 11, 2002 (Registration No. 333-100527),
the registration fee of $24,906.00 for the registration statement on Form
S-4 initially filed by GE Company on December 23, 2002 (Registration No.
333-102111), the registration fee of $404,500 for the registration statement
on Form S-3 initially filed by GE Company on April 13, 2003 (Registration
No. 333-104526), the registration fee of $28,270.57 for the registration
statement on Form S-4 initially filed by GE Company on August 1, 2003
(Registration No. 333-107556), the registration fee of $404,500 for the
registration statement on Form S-3 initially filed by GE Company on November
26, 2003 (Registration No. 333-110771), the registration fee of $7,338.84
for the registration statement on Form S-4 initially filed by GE Company on
November 26, 2003 (Registration No. 333-110824) and the registration fee of
$29,037.11 for the registration statement on Form S-3 initially filed by GE
Company on March 1, 2004 were offset against the total registration fee paid
by GE Company on Registration No. 333-49710, leaving a balance of
$1,199,636.60 on the fee paid for Registration No. 333-49710. Pursuant to
Rule 457(p), a portion of the registration fee currently due for this
registration statement has been offset against the remaining balance of the
fee paid for Registration No. 333-49710. After such offset, no balance
remains from the fee paid for Registration No. 333-49710.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE
ISSUANCE OF SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENT NO.
333-100527 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE
ON NOVEMBER 21, 2002.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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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.
Subject to Completion
Dated June 16, 2004
PROSPECTUS
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:
- senior, unsecured debt securities;
- warrants to purchase any of the debt securities;
- variable cumulative preferred stock, par value $100 per share, which may
be issued in the form of depositary shares evidenced by depositary
receipts;
- preferred stock, par value $.01 per share, which may be issued in the
form of depositary shares evidenced by depositary receipts; and
- 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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June , 2004
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 Room in
Washington, D.C. 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 information that we file later with the SEC will automatically
update and supersede information contained in documents filed earlier with the
SEC or contained in this prospectus. We incorporate by reference in this
prospectus the document listed below and any future filings that we make with
the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, until we sell all the securities that may be offered by
this prospectus; provided, however, that we are not incorporating any
information furnished under either Item 9 or Item 12 of any Current Report on
Form 8-K unless, and except to the extent, specified in any such Current Report
on Form 8-K:
(i) GECC's Annual Report on Form 10-K, as amended by Form 10-K/A, for the
year ended December 31, 2003;
(ii) GECC's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004; and
(iii) GECC's Form 8-K filed on March 30, 2004.
You may request a copy of this filing at no cost. Requests should be
directed to David P. Russell, Senior Counsel, Corporate Treasury and Assistant
Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford,
Connecticut 06927, Telephone No. (203) 357-4000.
2
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. On July 2, 2001, we changed our state of incorporation to
Delaware. 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"). Financing and
services offered by us are diversified, a significant change from the original
business of GECC, that is, financing distribution and sale of consumer and other
GE Company products. GE Company manufactures few of the products financed by us.
We operate in four key operating segments: GE Commercial Finance, GE
Consumer Finance, GE Insurance and GE Equipment and Other Services. These
operations are subject to a variety of regulations in their respective
jurisdictions.
Our services are offered primarily within the United States, Canada, Europe
and the Pacific Basin. GECC's principal executive offices are at 260 Long Ridge
Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000). At December
31, 2003, our employment totaled approximately 83,700.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------------- MARCH 31,
1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ------------
1.60.. 1.52 1.72 1.65 1.86 1.83
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------------- MARCH 31,
1999 2000 2001 2002 2003 2003
---- ---- ---- ---- ---- ------------
1.58.. 1.50 1.70 1.64 1.85 1.82
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.
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.
3
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.
- 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.
- Unless we indicate otherwise in our prospectus supplement, our agents
will act on a best efforts basis for the period of their appointment.
- 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.
- 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.
- 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.
- The underwriters will use our prospectus supplement to sell our
securities.
We may use a dealer to sell our securities.
- If we use a dealer, we, as principal, will sell our securities to the
dealer.
- 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.
- We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.
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.
- 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.
- These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.
- 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.
4
NASD REGULATIONS
GECC Markets Group, Inc. is an affiliate of GECC and may participate as an
underwriter in the distribution of securities issued pursuant to this
prospectus. Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. imposes certain requirements when an NASD member such
as GECC Capital Markets Group, Inc. distributes an affiliated company's
securities. As a result, we will conduct any offering in which GECC Capital
Markets Group, Inc. acts as an underwriter in compliance with the applicable
requirements of Rule 2720.
The maximum compensation we will pay to underwriters in connection with any
offering of the securities will not exceed 8% of the maximum proceeds of such
offering. All post-effective amendments or prospectus supplements disclosing the
actual price and selling terms of each offering of the securities will be
submitted to the NASD Corporate Financing Department at the same time they are
filed with the SEC. The NASD Corporate Financing Department will be advised if,
subsequent to the filing of any offering of the securities, any of our 5% or
greater shareholders is or becomes an affiliate or associated person of an NASD
member participating in the distribution of such securities. All NASD members
participating in offerings of the securities understand the requirements that
have to be met in connection with SEC Rule 415 and Notice to Members 88-101.
SECURITIES OFFERED
Using this prospectus, we may offer debt securities, warrants to purchase
debt securities, variable cumulative preferred stock and preferred stock. 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
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 issued
under this prospectus will be supplemented by the more specific terms in the
applicable prospectus supplement.
We will issue the debt securities under one or more separate indentures
between us and JPMorgan Chase 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:
- the designation, the aggregate principal amount and the authorized
denominations if other than $1,000 and integral multiples of $1,000;
- the percentage of their principal amount at which the debt securities
will be issued;
- the date or dates on which the debt securities will mature;
- the currency, currencies or currency units in which we will make payments
on the debt securities;
- the rate or rates at which the debt securities will bear interest, if
any, or the method of determination of such rate or rates;
- 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;
- the prices, if any, at which, and the dates at or after which, we may or
must repay, repurchase or redeem the debt securities;
- the exchanges, if any, on which the debt securities may be listed;
5
- 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
- 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 our ability to incur indebtedness, or
- 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 such holder at the address specified in the register.
Unless we describe other procedures in a prospectus supplement, a
registered holder will be able to transfer registered debt securities at the
office of the transfer agent or agents we name in the prospectus supplement. The
registered holder 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 such
transfer or exchange of a debt security, however, a registered holder may be
required to pay any taxes or other governmental charges in connection with a
transfer or exchange of debt securities.
GLOBAL NOTES, DELIVERY AND FORM
We may issue some or all of the debt securities in the form of one or more
Global Notes representing an entire issuance in book-entry form. 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.
6
MODIFICATION OF THE INDENTURES
In general, our rights and obligations and the rights of the holders under
the above-referenced 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
- make any adverse change to any payment term of a debt security such as:
- extending the maturity date;
- extending the date on which we have to pay interest or make a sinking
fund payment;
- reducing the interest rate;
- reducing the amount of principal we have to repay;
- changing the currency in which we have to make any payment of principal
premium or interest;
- modifying any redemption or repurchase right to the detriment of the
holder; and
- impairing any right of a holder to bring suit for payment;
- 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;
- waive any past payment default; and
- 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:
- default in any payment of principal or premium, if any, on any debt
security of such series;
- default for 30 days in payment of any interest, if any, on any debt
security of such series;
- default in the making or satisfaction of any sinking fund payment or
analogous obligation on the debt securities of such series;
- 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;
- 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
- 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 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
7
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, a Second Supplemental
Indenture with us dated as of July 2, 2001, and a Third Supplemental Indenture
with us dated November 22, 2002, (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 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.
8
DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants to purchase debt securities under this prospectus
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:
- the title and the aggregate number of warrants;
- the debt securities for which each warrant is exercisable;
- the date or dates on which such warrants will expire;
- the price or prices at which such warrants are exercisable;
- the currency or currencies in which such warrants are exercisable;
- the periods during which and places at which such warrants are
exercisable;
- the terms of any mandatory or optional call provisions;
- 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;
- the identity of the warrant agent; and
- 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.
9
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:
- 4,166,000 shares of Common Stock, par value $4.00 per share,
- 33,000 shares of Variable Cumulative Preferred Stock, par value $100 per
share, and
- 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."
3,985,403 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
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:
- the designation, number of shares and stated value per share;
- the amount of liquidation preference;
- the initial public offering price at which shares of such series of
preferred stock will be sold;
- the dividend rate or rates (or method of determining the dividend rate);
- 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;
- any redemption or sinking fund provisions;
- any voting rights;
- any conversion or exchange provisions;
- any provisions to issue the shares of such series as depositary shares
evidenced by depositary receipts; and
- 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.
10
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. 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:
- if such Dividend Period is from 100 to 190 days, on the 91st day;
- if such Dividend Period is from 191 to 281 days, on the 91st and 182nd
days;
- if such Dividend Period is from 282 to 364 days, on the 91st, 182nd and
273rd days; and
- 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 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
- 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
- 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.
11
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.
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:
- 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
- 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
12
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 two-thirds 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 two-thirds of our second class of preferred
stock at the time outstanding.
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:
- 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
- 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 issued under this prospectus may include guarantees,
letters of credit and promissory notes or loan obligations that are issued in
connection with, and as a means of underlying credit support for, any part of a
fixed or contingent payment obligation of primary securities issued by third
parties. The issuers of the primary securities may or may not be affiliated with
us. A holder of a primary security will also hold uncertificated interests in
the related support obligation, representing the credit enhancement of the
holder's primary security afforded by the related support obligation.
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.
Unless otherwise specified in the applicable 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,
13
each support obligation will be governed by the laws of the State of New York.
Neither the Support Indenture (as defined hereinafter) (with respect to
promissory notes and loan obligations) nor any other document or instrument
(with respect to other forms of support obligations) will (i) limit the amount
of support obligations or interests that may be issued, or (ii) 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 under this prospectus 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.
The 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 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
The direct-pay letters of credit we issue from time to time under this
prospectus 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 repayment
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 underlying indebtedness from time to time to an issuer of
primary 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 funds for payment of the primary 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 primary securities to
which such
14
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 primary securities will
not have any third party beneficiary or other rights under, or be entitled to
enforce, the relevant promissory notes, loan agreements 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.
INDENTURE FOR CERTAIN SUPPORT OBLIGATIONS
Obligations that are issued in the form of promissory notes or loan
obligations, and the related interests, may be issued under an indenture, dated
as of June 3, 1994, between us and JPMorgan Chase Bank, as successor trustee
(the "Support Obligation Trustee"), as supplemented by a First Supplemental
Indenture dated as of February 1, 1997 and a Second Supplemental Indenture dated
as of July 2, 2001 (the "Support Indenture"). 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 Support Indenture, a form of which is
filed as an exhibit to the registration statement of which this prospectus is a
part.
The following is a summary of certain provisions which will apply to any
promissory notes or loan obligations issued pursuant to the Support Indenture.
Modification: 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 Support Indenture provides that, unless each affected holder agrees, we
cannot:
- change the character of any support obligation from being payable other
than as provided in any related support obligation agreement;
- reduce the principal amount of a support obligation;
- change the currency in which we have to make payment on a support
obligation to a currency other than United States dollars; or
- reduce the percentage of the aggregate principal amount of support
obligations needed to make any amendment to the indenture.
However, if we and the Support Obligation Trustee agree, we can amend the
Support Indenture without notifying any holders or seeking their consent if the
amendment does not materially and adversely affect any holder.
Event of Default: Any event of default with respect to any series of
support obligations issued pursuant to the Support Indenture is defined in the
Support 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 Support Indenture.
(Section 6.1). The Support Indenture requires us to deliver to the Support
Obligation 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 Support
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 Support Indenture.
The Support Indenture provides that during the continuance of an event of
default with respect to any series of support obligations issued pursuant to the
Support Indenture, either the Support Obligation 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
15
majority in principal amount of such support obligations then outstanding. The
Support Indenture provides that past defaults with respect to a particular
series of support obligations issued under the Support 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 Support Indenture relating to the duties
of the Support Obligation Trustee in case an event of default with respect to
any series of support obligations issued pursuant to the Support Indenture shall
occur and be continuing, the Support Obligation Trustee shall be under no
obligation to exercise any of its rights or powers under the Support 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 Support
Obligation Trustee reasonable indemnity. (Section 6.4). Subject to such
indemnification provision, the Support Indenture provides that the holders of a
majority in principal amount of the support obligations of any series issued
pursuant to the Support 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 Support Obligation Trustee, or exercising any trust or
power conferred on the Support Obligation Trustee with respect to the support
obligations of such series, provided that the Support Obligation 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 SUPPORT OBLIGATION TRUSTEE
JPMorgan Chase Bank, as successor to Mercantile-Safe Deposit and Trust
Company, acts as Support Obligation Trustee under the Support Indenture.
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.
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, General Counsel, Corporate Treasury 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 consolidated financial statements as of and for the year ended
December 31, 2003, incorporated in this prospectus by reference to GECC's
Current Report on Form 8-K dated March 30, 2004, have been incorporated by
reference herein in reliance upon the report of KPMG LLP, an independent
registered public accounting firm, and upon the authority of said firm as
experts in accounting and auditing. Such report refers to the fact that GECC in
2003 changed its method of accounting for variable interest entities, in 2002
changed its method of accounting for goodwill and other intangible assets, and
in 2001 changed its methods of accounting for derivative instruments and hedging
activities and impairment of certain beneficial interests in securitized assets.
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
Filing fee for Registration Statement....................... $3,801,000
Accounting fees and expenses................................ 53,000*
NASD Rule 2720 filing and counsel fees...................... 40,000*
Trustees' and Warrant Agents' fees and expenses (including
counsel fees)............................................. 15,000*
Blue Sky filing and counsel fees............................ 5,000*
Printing and engraving fees................................. 150,000*
Rating Agency fees.......................................... 550,000*
Miscellaneous............................................... 1,500*
----------
Total............................................. $4,615,500*
==========
------------
* Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that in certain circumstances a corporation may indemnify any person
against the expenses, (including attorney's fees), judgments, fines and amounts
paid in settlement, actually and reasonably incurred by such person in
connection with any action, suit or proceeding by reason of being or having been
directors, officers, employees or agents of the corporation or serving or having
served at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise, if
such person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to criminal proceedings had no reasonable cause to believe such
conduct was unlawful, except that if such action, suit or proceeding shall be by
and in the right of the corporation no such indemnification shall be provided as
to any claim, issue or matter as to which such person shall have been judged to
have been liable to the corporation, unless and to the extent that the Court of
Chancery of the State of Delaware or any other court in which the suit was
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity. A
corporation shall be required to indemnify against expenses (including
attorney's fees), actually and reasonably incurred, any director or officer who
successfully defends any such actions. The foregoing statements are subject to
the detailed provisions of Section 145 of the General Corporation Law of the
State of Delaware.
The By-Laws of GECC provide that each person who at any time is or shall
have been a director or officer of GECC or is legal representative of such
director or officer, or is or shall have been serving at the request of GECC as
a director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise or nonprofit
entity, who is or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding shall be held harmless to the fullest extent
permitted by applicable law and shall be indemnified by GECC for expenses
(including attorney's fees) such person incurred in their defense in such
proceedings as permitted by applicable law. The By-Laws of GECC also permit the
indemnification of any other person not an officer or director of GECC that may
be indemnified under applicable law.
GECC is or will be a party to one or more underwriting or placement
agreements with respect to debt securities issued under this prospectus which
include provisions regarding the indemnification of GECC and its officers and
directors by one or more underwriters or dealers against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
II-1
The directors of GECC are insured under officers and directors liability
insurance policies purchased by GE Company. The directors, officers and
employees of GECC are also insured against fiduciary liabilities under the
Employee Retirement Income Security Act of 1974.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- --------------------------------------------------- --------------------------------------
1(a) -- Exhibit 1(a) to GECC's Registration Statement on Form of Underwriting Agreement for
Form S-3 (No. 333-66560). Debt Securities.
(b) -- Exhibit 1(b) to GECC's Registration Statement on Second Amended and Restated U.S.
Form S-3 (No. 333-100527). Distribution Agreement dated as of
April 16, 2002 among GECC and the
Dealers party thereto.
(c) -- Exhibit (e) to GECC's Post-Effective Amendment No. Amendment No. 1 to the Second Amended
1 to Registration Statement on Form S-3 (No. and Restated U.S. Distribution
333-100527). Agreement dated as of November 22,
2002.
(d) -- Exhibit 1(c) to GECC's Registration Statement on Form of Underwriting Agreement
Form S-3 (No. 333-66560). Preferred Stock.
(e) -- Exhibit 1(d) to GECC's Registration Statement on Form of Underwriting Agreement
Form S-3 (No. 333-59707). Variable Cumulative Preferred Stock.
4(a) -- Exhibit 4(a) to GECC's Registration Statement on Amended and Restated General Electric
Form S-3 (No. 333-59707). Capital Corporation Standard Global
Multiple Series Indenture Provisions
dated as of February 27, 1997.
(b) -- Exhibit 4(b) to GECC's Registration Statement on Amended and Restated General Electric
Form S-3 (No. 333-59707). Capital Corporation Standard Multiple-
Series Indenture Provisions dated as
of February 28, 1997.
(c) -- Exhibit 4(c) to GECC's Registration Statement on Third Amended and Restated Indenture
Form S-3 (No. 333-59707). dated as of February 27, 1997 between
GECC and JPMorgan Chase Bank, as
successor trustee.
(d) -- Exhibit 4(dd) to GECC's Post-Effective Amendment First Supplemental Indenture dated as
No. 1 to Registration Statement on Form S-3 (No. of May 3, 1999, supplemental to Third
333-76479). Amended and Restated Indenture dated
as of February 27, 1997.
(e) -- Exhibit 4(f) to GECC's Post-Effective Amendment No. Second Supplemental Indenture dated as
1 to Registration Statement on Form S-3 (No. of July 2, 2001, supplemental to Third
333-40880). Amended and Restated Indenture dated
as of February 27, 1997.
(f) -- Exhibit 4(cc) to GECC's Post-Effective Amendment Third Supplemental Indenture dated as
No. 1 to Registration Statement on Form S-3 (No. of November 22, 2002, supplemental to
333-100527). Third Amended and Restated Indenture
dated as of February 27, 1997.
(g) -- Exhibit 4(d) to GECC's Registration Statement on Third Amended and Restated Indenture
Form S-3 (No. 333-59707). dated as of February 28, 1997 between
the Company and JPMorgan Chase Bank,
as successor trustee.
II-2
EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- --------------------------------------------------- --------------------------------------
(h) -- Exhibit 4(g) to GECC's Post-Effective Amendment No. First Supplemental Indenture dated as
1 to Registration Statement on Form S-3 (No. of July 2, 2001, supplemental to Third
333-40880). Amended and Restated Indenture dated
as of February 28, 1997.
(i) -- Exhibit 4 to GECC's Post-Effective Amendment No. 1 Indenture dated as of June 3, 1994
to Registration Statement on Form S-3 (No. between GECC and JPMorgan Chase Bank,
33-51793). as successor trustee.
(j) -- Exhibit 4(b) to GECC's Registration Statement on First Supplemental Indenture dated as
Form S-3 (No. 33-22265). of February 1, 1997, supplemental to
the Indenture dated as of June 3, 1994
between GECC and JPMorgan Chase Bank,
as successor trustee.
(k) -- Exhibit 4(d) to GECC's Post-Effective Amendment No. Second Supplemental Indenture dated as
1 to Registration Statement on Form S-3 (No. of July 2, 2001, supplemental to the
333-22265). Indenture dated as of June 3, 1994.
(l) -- Exhibit 4(f) to GECC's Form 10-K report for the Fourth Amended and Restated Fiscal and
year ended December 31, 2003. Paying Agency Agreement among GECC, GE
Capital Australia Funding Pty Ltd,
General Electric Capital Canada, Inc.,
GE Capital Canada Funding Company, GE
Capital European Funding, GE Capital
UK Funding and JPMorgan Chase Bank,
J.P. Morgan (Ireland) p.l.c and J.P.
Morgan Bank Luxembourg S.A. dated as
of May 23, 2003.
(m) -- Exhibit 4(k) to GECC's Registration Statement on Form of Warrant Agreement.
Form S-3 (No. 333-18118).
(n) -- Exhibit (m) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 333-100527). Series A, Fixed Rate Registered Note.
(o) -- Exhibit (n) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 333-100527). Series A, Floating Rate Registered
Note.
(p) -- Exhibit 4(w) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Fixed Rate Temporary
Global Bearer Note.
(q) -- Exhibit 4(x) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Floating Rate Temporary
Global Bearer Note.
(r) -- Exhibit 4(y) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Fixed Rate
Bearer/Registered Note.
(s) -- Exhibit 4(z) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Floating Rate
Bearer/Registered Note.
(t) -- Exhibit 4(aa) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Fixed Rate Permanent
Global Bearer Note.
II-3
EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- --------------------------------------------------- --------------------------------------
(u) -- Exhibit 4(bb) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Floating Rate Bearer Note.
(v) -- Exhibit 4(k) to GECC's Form 10-K Report for the Form of Euro Temporary Global Fixed
year ended December 31, 2003. Rate Bearer Note.
(w) -- Exhibit 4(i) to GECC's Form 10-K Report for the Form of Euro Permanent Global Fixed
year ended December 31, 2003. Rate Bearer Note.
(x) -- Exhibit 4(m) to GECC's Form 10-K Report for the Form of Euro Definitive Global Fixed
year ended December 31, 2003. Rate Bearer Note.
(y) -- Exhibit 4(l) to GECC's Form 10-K Report for the Form of Euro Temporary Global Floating
year ended December 31, 2003. Rate Bearer Note.
(z) -- Exhibit 4(j) to GECC's Form 10-K Report for the Form of Euro Permanent Global Floating
year ended December 31, 2003. Rate Bearer Note.
(aa) -- Exhibit 4(n) to GECC's Form 10-K Report for the Form of Euro Definitive Floating Rate
year ended December 31, 2003. Bearer Note.
(bb) -- Exhibit 3(i) to GECC's Form 10-K Report for the Certificate of Merger and Restated
year ended December 31, 2001. Certificate of Incorporation filed
with the Secretary of State of the
State of Delaware on June 29, 2001 and
August 7, 2002, respectively.
(cc) -- Exhibit 3(i) to Post-Effective Amendment No.1 to Certificate of Amendments of Restated
GECC's Registration Statement on Form S-3 (No. Certificate of Incorporation of GECC
333-100527). filed with the Secretary State of the
State of Delaware on August 7, 2002
and January 27, 2002, respectively.
5* Opinion and consent of Alan M. Green,
General Counsel, Corporate Treasury
and Assistant Secretary of GECC.
12(a) -- Exhibit 12 to GECC's Annual Report on Form 10-K for Computation of ratio of earnings to
the year ended December 31, 2003 (File No. 1-6461). fixed charges and preferred stock
dividends.
23(a) Consent of KPMG LLP.
23(b)* Consent of Alan M. Green is included
in his opinion referred to in Exhibit
5 above.
24* Power of Attorney.
25* T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 of
JPMorgan Chase Bank, in respect of the
Amended and Restated Indentures
previously filed as Exhibits 4(c) and
(d) to GECC's Registration Statement
on Form S-3 (No. 333-59707) and the
Indenture previously filed as Exhibit
4 to GECC's Registration Statement on
Form S-3 (No. 333-51793).
99(a) -- Exhibit 28(a) to GECC's Registration Statement on Trust Company Agreement.
Form S-3 (No. 33-24667).
II-4
EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- --------------------------------------------------- --------------------------------------
99(b) -- Exhibit 28(b) to GECC's Registration Statement on Amendment to Trust Company Agreement.
Form S-3 (No. 33-37156).
99(c) -- Exhibit 28(c) to GECC's Registration Statement on Amendment No. 2 to Trust Company
Form S-3 (No. 33-37156). Agreement.
99(d) -- Exhibit 99(d) to GECC's Registration Statement on Form of Amendment No. 3 to Trust
Form S-3 (No. 33-58771). Company Agreement.
99(e) -- Exhibit 28(d) to GECC's Registration Statement on Form of Broker-Dealer Agreement.
Form S-3 (No. 33-37156).
99(f) -- Exhibit 28(e) to GECC's Registration Statement on Form of Letter to the Depository Trust
Form S-3 (No. 33-37156). Company.
99(g) -- Exhibit 99(g) to GECC's Post Effective Amendment Letter of Vice Chairman of General
No. 1 to GECC's Registration Statement Form S-3 Electric Company to General Electric
(No. 333-59707). Capital Corporation, dated February 4,
1999 with respect to replacing
redeemed variable cumulative preferred
stock with another form of equity in
certain circumstances.
99(h) -- Exhibit 99(h) to GECC's Registration Statement on Income Maintenance Agreement dated as
Form S-3 (No. 333-100527). of March 28, 1991, between General
Electric Company and GECC.
---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) To remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering; (4) That, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
II-5
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Capital Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 16th day of June, 2004.
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ KATHRYN A. CASSIDY
------------------------------------
KATHRYN A. CASSIDY
(SENIOR VICE PRESIDENT--CORPORATE
TREASURY AND GLOBAL
FUNDING OPERATION)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* DENNIS D. DAMMERMAN Chairman and Director
------------------------------------------------
(DENNIS D. DAMMERMAN)
* JAMES A. PARKE Vice Chairman, Chief Financial
------------------------------------------------ Officer and Director (Principal
(JAMES A. PARKE) Financial Officer)
/s/ KATHRYN A. CASSIDY Senior Vice President--Corporate
------------------------------------------------ Treasury and Global Funding
(KATHRYN A. CASSIDY) Operation
* DAVID L. CALHOUN Director
------------------------------------------------
(DAVID L. CALHOUN)
* JAMES A. COLICA Director June 16, 2004
------------------------------------------------
(JAMES A. COLICA)
* BRACKETT B. DENNISTON Director
------------------------------------------------
(BRACKETT B. DENNISTON)
* ARTHUR H. HARPER Director
------------------------------------------------
(ARTHUR H. HARPER)
* JEFFREY R. IMMELT Director
------------------------------------------------
(JEFFREY R. IMMELT)
* ROBERT A. JEFFE Director
------------------------------------------------
(ROBERT A. JEFFE)
II-7
SIGNATURE TITLE DATE
-------------------------------------------------- ------------------------------------- -----------------
* JOHN H. MYERS Director
------------------------------------------------
(JOHN H. MYERS)
* MICHAEL A. NEAL Director
------------------------------------------------
(MICHAEL A. NEAL)
* DAVID R. NISSEN Director
------------------------------------------------
(DAVID R. NISSEN)
* RONALD R. PRESSMAN Director
------------------------------------------------
(RONALD R. PRESSMAN)
* JOHN M. SAMUELS Director June 16, 2004
------------------------------------------------
(JOHN M. SAMUELS)
* KEITH S. SHERIN Director
------------------------------------------------
(KEITH S. SHERIN)
* ROBERT C. WRIGHT Director
------------------------------------------------
(ROBERT C. WRIGHT)
* PHILIP D. AMEEN Vice President and Controller
------------------------------------------------ (Principal Accounting Officer)
(PHILIP D. AMEEN)
By: /s/ KATHRYN A. CASSIDY
------------------------------------------
(KATHRYN A. CASSIDY)
* AS ATTORNEY-IN FACT FOR
THE INDIVIDUALS NOTED
ABOVE WITH AN ASTERISK
REPRESENTING A MAJORITY OF
THE BOARD OF DIRECTORS
II-8