-----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, TEMAUYzuy5pz+v8Zjc+D7BMuYFlEvJ6s4HWochOmg+JigOkthBtuBaMTPZcBx3dz Dowwc93coxTPfnJEGjkPrQ== 0000040554-94-000039.txt : 19940202 0000040554-94-000039.hdr.sgml : 19940202 ACCESSION NUMBER: 0000040554-94-000039 CONFORMED SUBMISSION TYPE: 424B3 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940201 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 MTN1757 PROSPECTUS Pricing Supplement No. 1757 Dated July 12, 1993 Dated January 27, 1994 PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement No. 33-58506 Dated July 12, 1993 Rule 424(b)(3)-Registration Statement No. 33-50508 GENERAL ELECTRIC CAPITAL CORPORATION GLOBAL MEDIUM-TERM NOTES (Fixed Rate, Amortizing Notes) Series: A X B __ C __ Trade Date: January 20, 1994 Principal Amount (in Specified Currency): US$50,000,000 Settlement Date (Original Issue Date): February 3, 1994 If Specified Currency is other than U.S. dollars, equivalent amount in U.S. dollars: N/A Maturity Date: February 3, 1998 (subject to earlier amortization of principal quarterly on or after February 3, 1995). Price to Public (Issue Price): 100.00% Agent's Discount or Commission: 0.00% Net Proceeds to Issuer (in Specified Currency): US$50,000,000 Interest Rate: Interest Payment Date(s): May 3, 1994, August 3, 1994, November 3, 1994 and February 3, 1995. Interest Rate: 5.00% per annum on a 30/360 day basis payable on the Interest Payment Dates set forth above. No interest will be payable for the period from and including February 3, 1995 to the Maturity Date. See "Additional Terms-- Description of the Notes--Interest" below. 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. (Fixed Rate, Amortizing Notes) Page 2 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 Amortizing Notes: Amortization Schedule: The principal amount of the Notes is subject to amortization quarterly, in whole or in part, based on 3 Month LIBOR (as defined herein) on and after February 3, 1995 as described under "Additional Terms--Description of Notes--Principal Payments" below. Form and Denominations: X DTC Registered: The Notes will be available in book-entry form in minimum denominations of $500,000 and will be represented by a fully-registered global note which will be deposited with or on behalf of The Depository Trust Company. __ Non-DTC Registered: Repayment, Redemption and Acceleration: Optional Repayment Date: N/A Annual Redemption Percentage Reduction: N/A Initial Redemption Date: N/A Modified Payment Upon Acceleration: N/A Initial Redemption Percentage: N/A Additional Terms: A description of the terms of the Notes is set forth under "Description of Notes" below. Prospective investors should also carefully read the sections entitled "Certain Investment Considerations" and "Certain United States Federal Income Tax Considerations" set forth below. (Fixed Rate, Amortizing Notes) Page 3 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 DESCRIPTION OF THE 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. General The Notes are scheduled to mature on February 3, 1998 unless the principal amount thereof is amortized in full (as described below under "Principal Payments") on the quarterly Principal Payment Dates (as defined below) during the period commencing on February 3, 1995 up to and including February 3, 1998 (the "Maturity Date"). Interest Interest on the Notes is payable quarterly, in arrears, at the rate of 5.00% per annum on May 3, 1994, August 3, 1994, November 3, 1994 and February 3, 1995 (each an "Interest Payment Date"). During the period from February 3, 1994 to but excluding February 3, 1995, interest on the Notes will be computed on the basis of a 360 day year of twelve 30 day months. No interest will accrue on the outstanding principal balance of the Notes during the period commencing on February 3, 1995 up to and including the Maturity Date. (Fixed Rate, Amortizing Notes) Page 4 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 Principal Payments The principal amounts of the Notes is not subject to amortization for the period from the Original Issue Date to but excluding February 3, 1995. Thereafter, the principal amount of the Notes is subject to amortization in full or in part as provided below quarterly on February 3, May 3, August 3 and November 3 of each year commencing February 3, 1995 (each a "Principal Payment Date"), pro rata to each person in whose name a Note is registered at the close of business on the fifteenth day next preceding the applicable Principal Payment Date; provided, however, that if a Principal Payment Date falls on a day that is not a Business Day, such Principal Payment Date will be moved to the following day that is a Business Day. The principal installment to be paid on each Principal Payment Date will equal the product (rounded upward to the nearest dollar) of (i) the Index Amortization Rate (as defined below) multiplied by (ii) the Current Principal Balance (as defined below), provided that if after giving effect to the principal installment determined in accordance with the preceding clause the aggregate principal amount of the Notes outstanding would be equal to or less than 80% of the original principal amount of the Notes, then the principal installment for such Principal Payment Date shall be 100% of the aggregate outstanding principal amount of the Notes and such Principal Payment Date shall be the Maturity Date. For the purposes of the Notes, the following terms shall have the following meanings: "Current Principal Amount" means, with respect to any Principal Payment Date, the aggregate outstanding principal amount of the Notes on the Business Day immediately preceding such Principal Payment Date. (Fixed Rate, Amortizing Notes) Page 5 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 "Index Amortization Rate" means the rate, expressed as a percentage of the Current Principal Amount of the Notes, to be amortized on the Principal Payment Date to be determined on the Reference Date (as defined below) immediately preceding each Principal Payment Date in accordance with the following table: Index Reference Index Amortization Rate 4.750% 100.00% 5.250% 4.00% 5.750% 0.00% "Reference Index" means 3 Month LIBOR (as defined below), as of 11:00 a.m., London time, on the second London Business Day prior to the applicable Principal Payment Date (the "Reference Date"). If the Reference Index for any Principal Payment Date falls between two Reference Index amounts set forth in the table above, then the Index Amortization Rate for that Principal Payment Date shall be determined through straight line interpolation by reference to such two Reference Index amounts in the above table, one of which shall be the next smaller Reference Index in the above table and the other of which shall be the next larger Reference Index in the above table. All calculations shall be expressed as a percentage calculated to five decimal places without rounding. "3 Month LIBOR" means the rate for deposits in U.S. dollars in the London interbank market having an index maturity of 3 months that appears on Telerate Page 3750 (as defined below) as of 11:00 a.m., London time on the applicable Reference Date; provided that if no such rate appears on Telerate Page 3750, then the Calculation Agent (as defined below) will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a three month period to prime banks in the London interbank market at approximately 11:00 am., London time, on such (Fixed Rate, Amortizing Notes) Page 6 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 Reference Date and in a principal amount that is representative for a single transaction in U.S. dollars in such market at such time (a "Representative Amount"). If at least two such quotations are provided, 3 Month LIBOR for the purpose of determining the Reference Index, shall be the arithmetic mean of such quotations. If fewer than two quotations are provided, 3 Month LIBOR shall be the arithmetic mean of the rates quoted by three major banks in The City of New York selected by the Calculation Agent at approximately 11:00 a.m., New York City time, on such Reference Date for loans in U.S. dollars to leading European banks, for a three month period and in a Representative Amount; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not providing quotes, 3 Month LIBOR for the purpose of determining the Reference Index, will be 3 Month LIBOR in effect on such Reference Date. "Telerate Page 3750" means the display designated as "Page 3750" on the Dow Jones Telerate Service (or such other page as may replace Page 3750 on that service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for U.S. dollar deposits). "Calculation Agent" means UBS Securities Inc., acting in the capacity of calculation agent. CERTAIN INVESTMENT CONSIDERATIONS An investment in the Notes being offered hereby entails significant risks that are not associated with similar investments in a conventional fixed-rate debt security. Prospective investors should consult their own financial and legal advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in 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. (Fixed Rate, Amortizing Notes) Page 7 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 Investors should be aware that from and including February 3, 1995 up to the Maturity Date no interest will be payable on the Notes. Although the principal amount of the Notes will be subject to amortization in whole or in part on and after February 3, 1995, prospective investors should be aware that in the event 3 Month LIBOR is in excess of 5.75% on the Reference Date with respect to a Principal Payment Date, none of the outstanding principal amount of the Note will be amortized on such Principal Payment Date. Depending on the value of 3 Month LIBOR, a holder of the Notes may not receive any principal amount prior to February 3, 1998, which means such holder will not have received any interest for the period from and including February 3, 1995 to February 3, 1998. The secondary market for the Notes will be affected by a number of factors, independent of the creditworthiness of the Company and the value of the 3 Month LIBOR, including, but not limited to, the volatility of 3 Month LIBOR, the time remaining to the Maturity Date and market interest rates. No established secondary market exist for the Notes. Neither the Company nor the Agent referred to below under "Plan of Distribution" can provide any assurance that there will be secondary market liquidity with respect to the Notes. 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. (Fixed Rate, Amortizing Notes) Page 8 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 United States Taxation In the opinion of James M. Kalashian, General Tax Counsel of General Electric Capital Corporation, tax counsel to the Company, 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 on the laws, regulations, rulings, and decisions now in effect (or, in the case of certain regulations, finalized but not currently effective) all of which are subject to change (including changes in effective dates) or possible differing interpretations. This summary discusses only Notes held by U.S. holders that are the original purchasers of the Notes. It discusses Notes held as capital assets and it does not discuss all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules (such as tax-exempt investors, certain financial institutions, insurance companies, dealers in securities, foreign persons, and persons holding the Notes as part of a hedging transaction or as part of a "straddle" for tax purposes). Persons considering the purchase of Notes should consult their own tax advisors concerning the application of the United States federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign 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 citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of its source or (iv) 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. (Fixed Rate, Amortizing Notes) Page 9 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 U.S. Holders Under general principles 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). Despite the foregoing, nonperiodic payments of interest on a Note generally will be treated as original issue discount and will be includible in income by a U.S. Holder as ordinary interest as it accrues over the term of the Note under a constant yield method, regardless of the U.S. Holder's regular method of tax accounting (unless the Notes are treated as short-term obligations as discussed further below). Under these principles, payments designated as interest on the Notes are treated as nonperiodic payments of interest because interest payments are not made during the entire term of the Notes. Thus, the first four payments on the Notes that are designated as interest will be treated as original issue discount and will be includible in income by a U.S. Holder as ordinary interest as it accrues over the term of the Note under a constant yield method, regardless of the U.S. Holder's regular method of tax accounting. Under current law (subject to the discussion of the OID Regulations below), it is not entirely clear how to determine the "term" of a debt instrument where the debt instrument, such as the Notes, is subject to prepayment based on future events. Solely for U.S. federal income tax purposes, the Company intends to treat the Notes as having a one year term and currently expects to file information returns, if required, on that basis. There is no assurance that the Internal Revenue Service ("IRS") will agree with the term chosen by the Company. It is also possible that the Notes will be treated as short-term obligations ("Short-Term Notes") under current U.S. federal income tax law. A Short-Term Note is an obligation which has a fixed maturity date not more than one year from the date of issue. In (Fixed Rate, Amortizing Notes) Page 10 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 general, a cash method U.S. Holder of a Short-Term Note is not required to accrue original issue discount on such Note unless the holder elects to do so. If such an election is not made, any gain recognized by the U.S. Holder on the sale, exchange or maturity of the Short-Term Note will be ordinary income to the extent of the original issue discount accrued on a straight-line basis, or upon election, under the constant yield method (based on daily compounding) through the date of sale or maturity, and a portion of the deductions otherwise allowable to the holder for any interest on borrowings allocable to the Short-Term Note will be deferred until a corresponding amount of income is realized. U.S. Holders who report income for U.S. federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are required to accrue original issue discount on a Short-Term Note on a straight-line basis unless an election is made to accrue the original issue discount under a constant yield method (based on daily compounding). On January 24, 1994, the IRS released Treasury regulations (the "OID Regulations") under the original issue discount provisions of the Internal Revenue Code of 1986, as amended (the "Code"), which replaced proposed regulations that were issued in December of 1992 dealing with debt instruments issued with original issue discount. The OID Regulations, which are not retroactive, would apply to debt instruments issued 60 days or more after the date the OID Regulations are printed in the Federal Registrar and, therefore, by their terms they would not apply to the Notes. Nevertheless, because the OID Regulations represent the Treasury Department's most recent view with respect to contingencies they are discussed below. The OID Regulations generally require that the yield to maturity and, thus, the inclusion of income on a debt instrument is determined by assuming that the payments will be made according to the debt instrument's stated payment schedule. However, the OID (Fixed Rate, Amortizing Notes) Page 11 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 Regulations contain a special rule to determine the yield and maturity of a debt instrument that provides for an alternative payment schedule (or schedules) applicable upon the occurrence of a contingency (or contingencies) where the timing and the amounts of the payments that compromise each schedule are known as of the issue date. Under the special rule, if, based upon all the facts and circumstances as of the issue date, it is more likely than not that the debt instrument's stated payment schedule will not occur, then the yield to maturity of the debt instrument is computed based on the payment schedule most likely to occur. If the contingency actually occurs or does not occur, contrary to the assumption made by the issuer of the debt obligation, then, solely for purposes of the accrual of OID, the yield to maturity of the debt instrument are redetermined by treating the debt instrument as reissued on the date of the changed circumstances for an amount equal to its adjusted issue price on that date. If, however, the change in circumstances results in a substantially contemporaneous pro rata prepayment, then the pro rata prepayment is treated as a payment of a portion of the debt instrument, which may result in gain or loss to the holder of such debt instrument. The payment schedule determined by the issuer of the debt instrument is binding upon all holders of the debt instrument. However, the issuer's determination of the payment schedule is not binding upon a holder that explicitly discloses that its determination of the yield and maturity of the debt instrument is different from that of the issuer. The disclosure must be made on a statement attached to the holder's timely filed U.S. federal income tax return for the taxable year that includes the acquisition of the debt instrument. It is not entirely clear whether the Notes qualify under the special rule in the OID Regulations if such regulations were currently effective. In addition, it also is not clear whether the Notes would be treated as Short-Term Notes under the OID Regulations and taxed as discussed above. Prospective investors are urged to consult their own tax advisors regarding the purchase, ownership and disposition of the Notes. As discussed above, it is not entirely clear under current law how the Notes will be treated for certain U.S. federal income tax purposes and, thus, the inclusion and character of the income on the Notes may differ from that described above. (Fixed Rate, Amortizing Notes) Page 12 Pricing Supplement No. 1757 Dated January 27, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-50508 Sale, Exchange or Retirement of the Notes Upon the sale, exchange or retirement of a Note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (not including any amount attributable to accrued but unpaid interest) and such holder's adjusted tax basis in a Note. A U.S. Holder's adjusted tax basis in a Note will equal the cost of the Note to such U.S. Holder, increased by the amounts of any original discount previously included in income by such U.S. Holder and reduced by any payments treated as a return of principal. Gain or loss realized on the sale, exchange or retirement of a Note will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange or retirement the Note has been held for more than one year. 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 UBS Securities Inc. is acting as Agent in connection with the sale of the Notes. -----END PRIVACY-ENHANCED MESSAGE-----