-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cQdcX75kvYDPeMAGbRB1BIPzJYWJq1e3EkmzwCfjXOrjphfmTVoHJ4g9wvjH8Rsi ev1pZxFU9WaXrtLCEWtOzw== 0000040554-94-000018.txt : 19940121 0000040554-94-000018.hdr.sgml : 19940121 ACCESSION NUMBER: 0000040554-94-000018 CONFORMED SUBMISSION TYPE: 424B3 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: 6172 IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 33 SEC FILE NUMBER: 033-49874 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 424B3 1 MTN1747 PROSPECTUS Pricing Supplement No. 1747 Dated July 12, 1993 Dated January 12, 1994 PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement No. 33-58506 Dated July 12, 1993 Rule 424(b)(3)-Registration Statement No. 33-58508 GENERAL ELECTRIC CAPITAL CORPORATION GLOBAL MEDIUM-TERM NOTES (Principal Indexed Notes) Series: A X B __ C __ Trade Date: January 12, 1994 Principal Amount (in Specified Currency): US$15,000,000 Settlement Date (Original Issue Date): January 21, 1994 If Specified Currency is other than U.S. dollars, equivalent amount in U.S. dollars: N/A Maturity Date: January 21, 1999 Agent's Discount or Commission: 00.02% Price to Public (Issue Price): 99.75% Net Proceeds to Issuer (in Specified Currency): US$14,959,500 Interest Rate: The Notes do not provide for any periodic interest payments. See "Description of Notes" below. Form of Notes: The Notes will be issued in the form of a fully- registered global note deposited with, or on behalf, of the Depository Trust Company. Notes will be available in minimum denominations of $500,000. Original Issue Discount: Amount of OID: N/A Interest Accrual Date: N/A Yield to Maturity: N/A Initial Accrual Period OID: N/A 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. (Principal Indexed Notes) Page 2 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Indexed Notes: The Notes will be indexed as to principal based upon the S&P 500 Index (as defined herein) as described under "Description of Notes" and "The S&P 500 Index" below. Additional Terms: A description of the terms of the Notes is set forth under "Description of Notes" below. Investors should also read the sections entitled "The S&P 500 Index", "Certain Investment Considerations" and "Certain United States Federal Income Tax Considerations" set forth below. STANDARD & POOR'S ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 COMPOSITE INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED AS TO RESULTS TO BE OBTAINED BY THE COMPANY, THE DETERMINATION AGENT, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 COMPOSITE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 COMPOSITE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. DESCRIPTION OF NOTES The following description of the particular terms of the Notes offered hereby (the "Notes") supplements, and to the extent inconsistent therewith replaces the description of the general terms and provisions of the Notes set forth in the accompanying Prospectus Supplement and Prospectus dated July 12, 1993. (Principal Indexed Notes) Page 3 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 General The Notes will mature on January 21, 1999 and the principal amount thereof (the "Principal Amount") will be repayable based upon the formula set forth under "Description of the Notes--Payment at Maturity". The Notes are not subject to redemption prior to maturity by the Company or at the option of any holder. The Principal Amount of the Notes payable at Maturity is indexed to the S&P 500 Index (as defined below). Bankers Trust Company will act as the calculation agent (the "Calculation Agent"). All determination made by the Calculation Agent with respect to the Notes shall be at the sole discretion of the Calculation Agent and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company and the holders of the Notes. Payment at Maturity The Notes are redeemable at 100% of their Principal Amount at maturity plus an additional amount of interest equal to the Principal Amount of the Notes multiplied by the Index Return (as defined below). For the purposes of the Notes, the following terms will have the following meanings: "Index Return" means the number expressed as a percentage rate calculated by the Calculation Agent in accordance with the following formula: (Principal Indexed Notes) Page 4 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Index Return = [(S&P 500 Index(M) - S&P 500 Index(O)/ S&P 500 Index(O)] x 118.60% Where, "S&P 500 Index(O)" = means 474.37. "S&P 500 Index(M)" = means the arithmetic mean of the closing levels of the S&P 500 Index (as defined below) as announced by Standard & Poors ("S&P") on the Valuation Dates (as defined below) as determined by the Calculation Agent. In no event shall the Index Return be less than zero. "Index Business Day" means a day other than a Saturday or Sunday on which the New York Stock Exchange, the American Stock Exchange, National Association of Securities Dealers Automated Quotation ("NASDAQ"), the Chicago Mercantile Exchange, the New York Futures Exchange, the Chicago Board of Options, and any other exchange on which securities comprising a component of the S&P 500 Index are listed, are open for securities trading. "Market Disruption Event" means the suspension or material limitation of trading in (a) a material number of the securities from time to time comprising the component securities of the S&P 500 Index, (b) securities generally on any of the New York Stock Exchange, American Stock Exchange or NASDAQ, (c) futures contracts, if any related to the S&P 500 Index traded on the Chicago Mercantile Exchange or the New York Futures Exchange, or (d) options contracts, if any, related to the S&P 500 Index traded on the Chicago Board of Options Exchange; provided, however, (i) a limitation on the hours and number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange and (ii) a limitation on trading imposed during the course of a day by reason of movements in price otherwise exceeding levels permitted by the relevant exchange will constitute a Market Disruption Event. (Principal Indexed Notes) Page 5 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 "Indexed Principal Amount" means an amount in U.S. dollars calculated by the Calculation Agent equal to the sum of (a) the Principal Amount and (b) an amount equal to the Principal Amount multiplied by the Index Return. In no event shall the Indexed Principal Amount be less than the Principal Amount. "S&P 500 Index" means the S&P 500 Composite Stock Price Index, calculated by Standard & Poors, as described under "The S&P 500 Index" below. "U.S. dollar" or "$" mean the lawful currency of the United States of America. "Valuation Dates" means January 6, 1999, January 7, 1999, January 8, 1999, January 11, 1999 and January 12, 1999 or, if the Calculation Agent determines that a Market Disruption Event has occurred and is continuing on any Valuation Date, then such Valuation Date shall be postponed to the next Index Business Day on which there is no Market Disruption Event and each succeeding Valuation Date shall be postponed to the next Index Business Day; provided, however, that: (a) if only one of the Valuation Dates has occurred prior to the fourth Index Business Day immediately prior to the Stated Maturity, then the other Valuation Dates shall be the fourth, third, second and first Index Business Days immediately prior to the Stated Maturity; (b) if only two of the Valuation Dates have occurred prior to the third Index Business Day immediately prior to the Stated Maturity, then the other Valuation Dates shall be the third, second and first Index Business Days immediately prior to the Stated Maturity; (c) if only three of the Valuation Dates have occurred prior to the second Index Business Day immediately prior to the Stated Maturity, then the other Valuation Dates shall be the second and first Index Business Days immediately prior to the Stated Maturity; (d) if only four of the Valuation Dates have occurred prior to the first Index Business Day immediately prior to the stated Maturity, then the last Valuation Date shall be the first Index Business Day immediately prior to the Stated Maturity; and (e) if no such Valuation Dates have occurred on or prior to the fifth Index Business Day prior to the Settlement Date, the relevant Indexed Principal Amount shall be calculated as if the fifth, fourth, third, second and first Index Business Days prior to the Stated Maturity were such Valuation Dates. (Principal Indexed Notes) Page 6 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Events of Default and Acceleration In the case of an acceleration of the maturity of the Notes upon the occurrence of an Event of Default, the amount payable to a holder of a Note will equal (i) the Principal Amount thereof, plus (ii) an additional amount, if any, of interest calculated as though the date of early repayment were the maturity date of the Notes. See "Payment at Maturity" above. THE S&P 500 INDEX All disclosure contained in this pricing Supplement regarding the S&P 500 Index, including, without limitation, its make-up, method of calculation and changes in it components, is derived from publicly available information prepared by S&P. Neither the Company nor BT Securities Corporation can assure the accuracy or completeness of the information prepared by S&P. General The S&P 500 Index is published by S&P and is intended to provide an indication of the pattern of common stock price movement. The calculation of the value of the S&P 500 Index (discussed below in further detail) is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time as compared to the aggregate average Market Value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. As of December 31, 1993, the 500 companies included in the S&P 500 Index represented approximately 82% of the aggregate Market Value of common stocks traded on The New York Stock Exchange; however, the 500 companies are not the 500 largest companies listed on The New York Stock Exchange and not all 500 companies are listed on such exchange. As of December 31, 1993, the aggregate market value of the 500 companies included in the S&P 500 Index represented approximately 68% of the aggregate market value of United States domestic public companies. S&P chooses companies for inclusion in the S&P 500 (Principal Indexed Notes) Page 7 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Index with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of The New York Stock Exchange, which S&P uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company's common stock is generally responsive to changes in the affairs of the respective industry and the Market Value and trading activity of the common stock company. As of December 31, 1993, the 500 companies included in the Index were divided into 87 individual groups. These individual groups comprised the following four main groups of companies (with the number of companies currently included in each group indicated in parenthesis): Industrials (381), Utilities (47), Transportation (16) and Financial (56). S&P may from time to time, in its sole discretion, add companies to, or delete companies from, the S&P 500 Index to achieve the objectives stated above. Computation of the S&P 500 Index S&P currently computes the S&P 500 Index as of a particular time as follows: (1) the Market Value of each component stock is determined as of such time; (2) the Market Values of all component stocks as of such time (as determined under clause (1) above) are aggregated; (3) the mean average of the Market Values as of each week in the base period of the years 1941 through 1943 of the common stock of each company in a group of 500 substantially similar companies is determined; (4) the mean average Market Values of all such common stocks over such base period (as determined under clause (3) above) are aggregated (such aggregate amount being referred to as the "Base Value"); (Principal Indexed Notes) Page 8 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 (5) the aggregate Market Value of all component stocks as of such time (as determined under clause (2) above) is divided by the Base Value; and (6) the resulting quotient (expressed in decimals) is multiplied by ten. While S&P currently employs the above methodology to calculate the S&P 500 Index, no assurance can be given that S&P will not modify or change such methodology in a manner that may affect the amounts payable on any Interest Payment Date to holders of Notes. S&P adjusts the foregoing formula to negate the effect of changes in the Market Value of a component stock that are determined by S&P to be arbitrary or not due to true market fluctuations. Such changes may result from such causes as the issuance of stock dividends, the granting to shareholders of rights to purchase additional shares of such stock, the purchase thereof by employees pursuant to employee benefit plans, certain consolidations and acquisitions, the granting to shareholders of rights to purchase other securities of the company, the substitution by S&P of particular component stocks in the S&P 500 Index, and other reasons. In all such cases, S&P first recalculates the aggregate Market Value of all component stocks (after taking account of the new market price per share of the particular component stock or the new number of outstanding shares thereof or both, as the case may be) and then determines the New Base Value in accordance with the following formula: New Market Value Old Base Value X Old Market Value = New Base Value The result is that the Base Value is adjusted in proportion to any change in the aggregate Market Value of all component stocks resulting from the causes referred to above to the extent necessary to negate the effects of such causes upon the S&P 500 Index. (Principal Indexed Notes) Page 9 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 License Agreement S&P and BT Securities Corporation have entered into a non- exclusive license agreement providing for the license to BT Securities Corporation and its affiliated and subsidiary companies in exchange for a fee, of the right to use indices owned and published by S&P in connection with certain securities, including the Notes, and to use certain trademarks and trade names owned by S&P in conjunction with the offering of such securities, including the Notes, and the Company is an authorized sublicensee thereof. The license agreement between S&P and BT Securities Corporation provides that the following language must be stated in this Pricing Supplement: "Standard & Poor's", "S&P, S&P 500", "Standard & Poor's 500", and "500" are trademarks of McGraw-Hill, Inc. and have been licensed for use by BT Securities Corporation and its subsidiaries and affiliates and sublicensed to the Company. S&P makes no representation regarding the advisability of investing in the Notes. The Notes are not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the holders of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to BT Securities Corporation and the Company (other than transactions entered into in the ordinary course of business) is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to BT Securities Corporation, the Company or the Notes. S&P has no obligation to take the needs of BT Securities Corporation, the Company or the holders of the Notes into consideration in determining composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the timing of the sale of the Notes, the prices at which the Notes are to initially be sold, or the quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P has no (Principal Indexed Notes) Page 10 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 obligation or liability in connection with the administration, marketing or trading of the Notes. Historical Data on the S&P 500 Index The following tables set forth the closing value of the S&P 500 Index on the last business day of each year from 1941 through 1988 and the high, low and closing value of the S&P 500 Index for each quarter from 1989 through to present, as published by S&P. The historical experience of the S&P 500 Index should not be taken as an indication of future performance. Year End Value of the S&P 500 Index (1941 to 1986) Closing Closing Year Value Year Value 1941 8.69 1965 92.43 1942 9.77 1966 80.33 1943 11.67 1967 96.47 1944 13.28 1968 103.86 1945 17.36 1969 92.06 1946 15.30 1970 92.15 1947 15.30 1971 102.09 1948 15.20 1972 108.05 1949 16.76 1973 97.55 1950 20.41 1974 68.56 1951 23.77 1975 90.19 1952 26.57 1976 107.46 1953 24.81 1977 95.10 1954 35.98 1978 96.11 1955 45.48 1979 107.94 1956 46.67 1980 135.76 1957 39.99 1981 122.55 1958 55.21 1982 107.94 1959 59.89 1983 135.76 1960 58.11 1984 167.24 1961 71.55 1985 211.28 1962 63.10 1986 242.17 1963 75.02 1987 247.08 1964 84.75 1988 277.72 (Principal Indexed Notes) Page 11 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Quarterly Values of the S&P 500 Index (1989 to Present) Last Dollar Values Closing High Low Value 1989: 1st Quarter 299.63 275.31 294.87 2nd Quarter 328.44 295.29 317.98 3rd Quarter 353.73 319.23 349.15 4th Quarter 359.80 332.61 353.40 1990: 1st Quarter 359.69 322.98 339.94 2nd Quarter 367.40 329.11 358.02 3rd Quarter 368.95 300.97 306.05 4th Quarter 331.75 295.46 330.22 1991: 1st Quarter 376.72 311.49 375.22 2nd Quarter 390.45 368.57 371.16 3rd Quarter 396.64 373.33 387.86 4th Quarter 417.09 375.22 417.09 1992: 1st Quarter 420.77 403.00 403.69 2nd Quarter 418.49 394.50 408.14 3rd Quarter 425.27 409.16 417.80 4th Quarter 441.28 402.66 435.71 1993: 1st Quarter 456.33 429.05 451.67 2nd Quarter 453.85 433.54 450.53 3rd Quarter 463.56 441.43 458.93 4th Quarter 470.94 457.49 466.45 The historical experiences of the S&P 500 Index should not be taken as an indication of future performance, and no assurance can be given that the S&P 500 Index values, during the years in which the Notes are outstanding, will increase sufficiently to result in any payment in excess of the Principal Amount of the Notes at maturity. (Principal Indexed Notes) Page 12 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Discontinuance or Modification of S&P 500 Index Replacement of the S&P 500 Index with a Successor Index. If the S&P Index is not calculated and published by S&P but is calculated and reported by another person or party acceptable to the Calculation Agent (the "Third Party"), the Indexed Principal Amount relating to this Note may nevertheless by calculated by the Calculation Agent by reference to the relevant closing level of such Index. Material Change in Method of Calculation. If after the Original Issue Date, S&P or the Third Party makes a material change (in the opinion of the Calculation Agent) in the formula or the method of calculating the S&P 500 Index, the Calculation Agent shall, using the formula and method of calculating the Index in effect immediately prior to such change, make such calculations as may be required to determine the Indexed Principal Amount. Discontinuance of the S&P 500 Index. If at any time S&P or the Third Party cease calculation and dissemination of the S&P 500 Index, either temporarily or permanently, and should not provide a successor index, the Calculation Agent shall, using the formula and method of calculating the Index in effect as of the date the S&P 500 Index was last so calculated (subject to the preceding paragraph), make such calculations as shall be required to determine the Indexed Principal Amount. CERTAIN INVESTMENT CONSIDERATIONS In addition to the risks described in the Prospectus Supplement under the caption "Description of Notes -- Indexed Notes -- Risk Factors", the following special considerations may be relevant to a prospective investor in the Notes. (Principal Indexed Notes) Page 13 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Payment at Maturity Investors should be aware that in the event the S&P 500 Index does not appreciate over the five year life of the Notes, no amount in excess of the Principal Amount will be payable at maturity. There can be no assurance that the S&P 500 Index will appreciate, or that any appreciation that does occur will be at rates comparable to recent historical rates. The S&P 500 Index does not reflect the payment of dividends on stock underlying it and therefore the yield based on the S&P 500 Index to maturity of the Notes will not produce the same yield as if such underlying stocks were purchased and held for a similar period. A holder may receive an additional amount above the Principal Amount at maturity which is below what the Company would pay as interest as of the date hereof if the Company issued non-callable senior debt securities with a similar maturity as that of the Notes, including the possibility that no addition amount will be payable. Although the Principal Amount will be received by Holders at maturity, this amount does not reflect any opportunity cost implied by inflation and other factors relating to the time value of money. Trading The Notes will not be listed on any national securities exchange. There is no precedent to indicate how the Notes will trade in the secondary market or whether such market will be liquid. It is expected that the secondary market for the Notes will be affected by the creditworthiness of the Company and by a number of other facts. (Principal Indexed Notes) Page 14 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 The trading value of the Notes is expected to depend primarily on the extent of the appreciation, if any, of the S&P 500 Index over the initial value of 474.37 (the "Initial Value"). If, however, Notes are sold prior to the maturity date at a time when the S&P 500 Index exceeds the Initial Value, the sale price may be at a discount from the amount expected to be payable to the holder if such excess of the S&P 500 Index over the Initial Value were to prevail until maturity of the Notes because of the possible fluctuation of the S&P 500 Index between the time of such sale and the maturity date. See "The S&P 500 Index--Historical Data on the S&P 500 Index." Furthermore, the price at which a Holder will be able to sell Notes prior to maturity may be at a discount, which could be substantial, from the principal amount thereof, if, at such time, the S&P 500 Index is below, equal to or not sufficiently above the Initial Value. A discount could also result from rising interest rates. The trading values of the Notes may be affected by a number of interrelated factors, including those listed below. The relationship among these factors is complex, including how these factors affect the additional amount, if any, payable on the maturity date. Accordingly, investors should be aware that factors other than the level of the S&P 500 Index are likely to affect their trading value. The expected effect on the trading value of the Notes of each of the factors listed below, assuming in each case that all other factors are held constant, is as follows: Interest Rates. In general, if U.S. interest rates increase, the value of the Notes is expected to decrease. If U.S. interest rates decrease, the value of the Notes is expected to increase. Interest rates may also affect the U.S. economy, and, in turn, the value of the S&P 500 Index. Rising interest rates may lower the value of the S&P 500 Index and, thus, the Notes. Volatility of the S&P 500 Index. If the volatility of the S&P 500 Index increases, the trading value of the Notes is expected to increase. If the volatility of the S&P 500 Index decreases, the trading value of the Notes is expected to decrease. (Principal Indexed Notes) Page 15 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Time Remaining to Maturity. The Notes may trade at a value above that which may be inferred from the level of interest rates and the S&P 500 Index. This difference will reflect a "time premium" due to expectations concerning the value of the S&P 500 Index during the period prior to maturity of the Notes. As the time remaining to maturity of the Notes decreases, however, this time premium is expected to decrease, thus decreasing the trading value of the Notes. Dividend Rates in the United States. If dividend rates on the stocks comprising the S&P 500 Index increase, the value of the Notes is expected to decrease. Conversely, if dividend rates on the stocks comprising the S&P 500 Index decrease, the value of the Notes is expected to increase. General U.S. corporate dividend rates may also affect the S&P 500 Index and, in turn, the value of the Notes. Other Considerations It is suggested that prospective investors who consider purchasing the Notes should reach an investment decision only after carefully considering the suitability of the Notes in the light of their particular circumstances. Investors should also consider the tax consequences of investing in the Notes. See "Certain U.S. Federal Income Tax Considerations" in this Pricing Supplement. (Principal Indexed Notes) Page 16 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following United States Federal income tax discussion replaces the discussion under "United States Tax Considerations", except where specifically referenced below, in the Prospectus and Prospectus Supplement dated July 12, 1993. United States Taxation In the opinion of James M. Kalashian, General Tax Counsel of General Electric Capital Corporation, tax counsel to the Company ("Tax Counsel"), the following summary describes certain of the principal United States Federal income tax consequences of the purchase, ownership and disposition of the Notes and is based upon laws, regulations, rulings and decisions now in effect (or, in the case of certain regulations, in proposed form) all of which are subject to change (including changes in effective dates) or possible differing interpretations. The discussion below deals only with Notes held as capital assets by initial U.S. Holders and does not purport to deal with persons in special tax situations (such as tax-exempt investors, dealers in securities, foreign persons, and investors holding Notes as part of a hedging transaction or as a position in a "straddle" for tax purposes). It also does not deal with holders other than original purchasers (except where otherwise specifically noted). Persons considering the purchase of the Notes should consult their own tax advisors concerning the application of United States Federal, state, local and any other income or estate tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Notes arising under the laws of any other taxing jurisdiction. As used herein the term "U.S. Holder" means a beneficial owner of a Note that is for United States Federal income tax purposes (i) a corporation, partnership or other entity created or organized in or under the laws of the Untied States or of any political subdivision thereof, (ii) an estate or trust the income of which is subject to United States Federal income taxation regardless of its source, or (iii) any other person whose income or gain in respect of a Note is effectively connected with the conduct of a United States trade or business. (Principal Indexed Notes) Page 17 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 General There are no regulations (except the Proposed Regulations as described below), published rulings or judicial decisions involving the characterization, for United States Federal income tax purposes, of securities with terms substantially the same as the Notes. Although not entirely free from doubt, the Company believes, based upon the advice of its Tax Counsel, that under current law each Note should be treated as a debt instrument of the Company for United States Federal income tax purposes. The discussion below is based upon the assumption that each Note will be treated as a debt instrument of the Company for United States Federal income tax purposes. U.S. Holders Under general principals of current United States Federal income tax law, payments of interest on a Note generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder's regular method of tax accounting). Under this analysis, a U.S. Holder will not recognize any income, gain or loss prior to the Stated Maturity Date or earlier disposition of a Note. The amount payable at maturity with respect to a Note in excess of the Principal Amount (the "Additional Interest Amount"), if any, will be treated as contingent interest and generally will be includable in income by a U.S. Holder as ordinary interest on the date the amount payable at maturity is accrued (i.e., determined) or when such amount is received (in accordance with the U.S. Holder's regular method of tax accounting). Upon the sale, exchange or retirement of a Note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such U.S. Holder's tax basis in the Note. A U.S. Holder's tax basis in a Note will generally equal the cost of a Note to such U.S. Holder. Such gain or loss generally should be (Principal Indexed Notes) Page 18 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 capital gain or loss and should be long-term capital gain or loss if the Note were held by the U.S. Holder for more than one year. It is possible, however, that the Internal Revenue Service ("IRS") could assert that any amounts realized upon the sale or exchange of a Note prior to the Stated Maturity Date in excess of the Principal Amount constitutes ordinary interest income (subject to the bond premium rules). However, in 1991, the Treasury Department issued proposed regulations (the "Existing Proposed Regulations") under the original issue discount provisions of the Internal Revenue Code (the "Code") concerning contingent payment debt obligations which, if applicable to the Notes, would bifurcate a Note into a debt instrument and a right based upon the value of the S&P 500 Index. The Existing Proposed Regulations contain a retroactive effective date of February 20, 1991. Thus, if the Existing Proposed Regulations are adopted in their current form such regulations would apply to the Notes and would cause the timing and character of income, gain or loss reported on a Note to differ from the timing and character of income, gain or loss on a Note had the Existing Proposed Regulations not applied. The Existing Proposed Regulations would treat a Note as consisting of two separate instruments: (i) the fixed payment (i.e., the debt instrument), consisting of the right to receive the Principal Amount (the "Fixed Payment"), and (ii) the contingent payment, consisting of the right to receive the Additional Interest Amount (the "Contingent Payment"). A Note's original issue price would be allocated between the Fixed Payment and the Contingent Payment in accordance with their relative fair market values. (Principal Indexed Notes) Page 19 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Under the Existing Proposed Regulations, the Fixed Payment would be treated, for United States Federal income tax purposes, as a separate debt obligation issued at an original issue discount. A U.S. Holder (whether a cash or accrual method taxpayer) would be required to include the original issue discount on a Note in gross income (using a constant yield method) over the Note's term in advance of receipt of the cash payment attributable to such income. The original issue discount required to be included in income with respect to a Note would be equal to the difference between the Note's Principal Amount and the amount of the Note's original issue price allocated to the Fixed Payment. If the Existing Proposed Regulations are ultimately adopted in their current form and, thus, are applied to the Notes, then the amount of original issue discount on a Note would be $215.30 per $1,000 Principal Amount. Under the Existing Proposed Regulations, a U.S. Holder that disposes of a Note prior to the Stated Maturity Date would generally recognize a taxable gain or loss, with respect to the Fixed Payment in an amount equal to the difference if any) between the portion of the sales proceeds allocated to such Fixed Payment (in accordance with the relative fair market values of the Fixed Payment and the Contingent Payment as determined on the disposition date) and such U.S. Holder's adjusted tax basis in the Fixed Payment. A U.S. Holder's adjusted tax basis in the Fixed Payment generally would equal the portion of such U.S. Holder's initial investment in the Note that is allocated to the Fixed payment (in accordance with the relative fair market values of the Fixed Payment and the Contingent Payment), increased by the amount of original issue discount previously included in income by such U.S. Holder with respect to the Fixed Payment. Under the Existing Proposed Regulations, the Contingent Payment would be treated separately from the Fixed Payment and taxed "in accordance with [its] economic substance." Under an "economic substance" analysis, the Contingent Payment is likely to be treated as a cash settlement option (an "S&P Right") on the S&P 500 Index. The United States Federal income tax treatment of an S&P Right would depend upon whether it is a "listed" (i.e., an option traded on a qualified board or exchange) or an "unlisted" nonequity option (Principal Indexed Notes) Page 20 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 under Code section 1256. Although not free from doubt, and subject to the discussion below, Tax Counsel has advised the Company that the better view is to treat the S&P Right as an unlisted nonequity option and there is a reasonable basis for such position. If the S&P Right were treated as a listed nonequity option, however, the S&P Right would be subject to the Code's mark-to-market rules discussed below. Assuming the S&P Right is not treated as a listed nonequity option, a U.S. Holder would recognize taxable gain or loss with respect to the S&P Right only upon its sale, exchange, expiration or payment at maturity. The gain or loss with respect to the S&P Right would generally be measured by the difference between the amount realized with respect to the S&P Right and its tax basis. A U.S. Holder's tax basis in the S&P Right generally would be the portion of the U.S. Holder's initial investment in the Note that is allocated to the Contingent Payment (in accordance with the relative fair market values of the Fixed Payment and the Contingent Payment). Such gain or loss in the S&P Right would generally be long-term capital gain or loss if the Note were held by the U.S. Holder for more than one year. Although Tax Counsel has advised the Company that the better view is to treat the S&P Right as an unlisted nonequity option and that there is a reasonable basis for such position, it is possible that the IRS may assert that the S&P Right should be treated as a listed nonequity option. The IRS may take this position based on the fact that there are listed nonequity options and futures based on the S&P 500 Index. Although it is possible that the S&P Right may be treated as a listed nonequity option, it is not clear that the Existing Proposed Regulations contemplate such a result. In addition, even though options on the S&P 500 Index are listed and traded, on the issue date there are no comparable S&P 500 Index options with similar durations which are traded on a qualified board or exchange and, therefore, there is no accurate market price to separately value the S&P Right. It is also unclear whether mark-to-market treatment is intended under the Existing Proposed Regulations when, through the passage of time, the S&P Right's remaining term to expiration is the same as that of comparable nonequity options that are separately traded. (Principal Indexed Notes) Page 21 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 If the S&P Right is treated as a "listed nonequity option", such S&P Right would generally be marked-to-market under Code section 1256, i.e., treated as if it were sold for its fair market value on the last day of the U.s. Holder's taxable year. Any resulting gain or loss would be treated as sixty percent long-term and forty percent short-term capital gain or loss. Prospective investors should consult their own tax advisors as to the proper treatment of the S&P Right under the Existing Proposed Regulations. Capital losses are generally deductible only against capital gains. There is no assurance that the Existing Proposed Regulations will be adopted, or if adopted, adopted in their current form. In addition, on January 19, 1993, the Treasury Department issued proposed regulations (the "1993 Proposed Regulations"), concerning contingent payment debt obligations, which would have replaced the Existing Proposed Regulations and which would have provided for a set of rules with respect to the timing and character of income recognition on contingent payment debt obligations that differs from the rules contained in the Existing Proposed Regulations with respect to the timing and character of income recognition on contingent payment debt obligations. The 1993 Proposed Regulations, which would have applied to debt instruments issued 60 days or more after the date the 1993 Proposed Regulations became final, generally provided for several alternative timing methods which would have required annual interest accruals to reflect either a market yield for the debt instrument, determined as of the issue date, or a reasonable estimate of the performance of contingencies. The amount of interest deemed to accrue in a taxable year pursuant to such methods would have been currently includable in income by a U.S. Holder, with subsequent adjustments to the extent that the estimate of income was incorrect. In addition, under the 1993 Proposed Regulations, any gain recognized by a U.S. Holder on the sale, exchange or retirement of a contingent payment debt obligation would have been treated entirely (Principal Indexed Notes) Page 22 Pricing Supplement No. 1747 Dated January 12, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 as ordinary interest income and any loss recognized on the sale, exchange or retirement of a contingent payment obligation would have been treated entirely as a capital loss. However, on January 22, 1993, the United States Government's Office of Management and Budget announced that certain proposed regulations which had not yet been published in the Federal Register, including the 1993 Proposed Regulations, had been withdrawn. It is unclear whether the 1993 Proposed Regulations will be reproposed or, if reproposed, what effect, if any, such regulations would have on the Notes. Based upon the foregoing, the continued viability of the Existing Proposed Regulations is uncertain. It should also be noted that proposed Treasury regulations are not binding upon either the IRS or taxpayers prior to becoming effective as temporary or final regulations. Prospective investors in the Notes are urged to consult their own tax advisors regarding the application of the Existing Proposed Regulations to their investment in the Notes, if any, and the effect of possible changes to the Existing Proposed Regulations. Backup Withholding Certain U.S. Holders may be subject to backup withholding as described in the Prospectus Supplement dated July 12, 1993 under "United States Tax Considerations--Backup Withholding." PLAN OF DISTRIBUTION BT Securities Corporation is acting as Agent with respect to the distribution of the Notes. BT Securities Corporation will receive a commission equal to 00.02% of the par amount of the Notes. -----END PRIVACY-ENHANCED MESSAGE-----