-----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, nL2J3f9Mw93ewN23R2ErjeryZZe3F/8/HlWCc8ksTmdLQbtGO99ez23HXy+z9NCd D80zD4BbX46vadB0zZVBRA== 0000040554-94-000073.txt : 19940302 0000040554-94-000073.hdr.sgml : 19940302 ACCESSION NUMBER: 0000040554-94-000073 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940222 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: 033-58506 FILM NUMBER: 94511124 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 MTN1799A ..PROSPECTUS Amended Pricing Supplement No. 1799(a) Dated July 12, 1993 Dated February 22, 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 Fixed Rate Notes) Series: A X B __ C __ Trade Date: February 15, 1994 Principal Amount (in Specified Currency): US$40,000,000 Settlement Date (Original Issue Date): February 22, 1994 If Specified Currency is other than U.S. dollars, equivalent amount in U.S. dollars: N/A Maturity Date: February 22, 1995 Agent's Discount or Commission: 0.000% Price to Public (Issue Price): 100.00% Net Proceeds to Issuer (in Specified Currency): US$40,000,000 Interest Rate: 4.000% Interest Payment Period: __ Annual X Semi-Annual __ Monthly __ Quarterly Interest Payment Dates if other than as set forth in the Prospectus Supplement: August 22, 1994 and February 22, 1995. 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 and will be available in book-entry form in minimum denominations of $500,000. TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED TO THEM IN THE ATTACHED PROSPECTUS SUPPLEMENT. SEE "ADDITIONAL TERMS" ON THE FOLLOWING PAGES. (Principal-Indexed Fixed Rate Notes) Page 2 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 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 Original Issue Discount Amount of OID: N/A Interest Accrual Date: N/A Yield to Maturity: N/A Initial Accrual Period OID: N/A Amortizing Notes: Amortization Schedule: N/A Indexed Notes: The percentage of the face amount payable at maturity will be indexed to the JPY/USD Exchange Rate (as defined herein) determined as provided below. See "Additional Terms -- Redemption at Maturity." Additional Terms: Interest. Interest on the Notes will be payable on August 22, 1994 and on February 22, 1995 (each an "Interest Payment Date") at the rate of 4.000% per annum. Interest will be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or the Maturity Date is not a Business Day (as defined below), interest on the Notes will be paid on the next succeeding Business Day and no interest on such payment shall accrue for the period from and after such Interest Payment Date or the Maturity Date. (Principal-Indexed Fixed Rate Notes) Page 3 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Redemption at Maturity. The percentage (rounded upward to five decimal places) of the face amount of the Notes to be paid on the Maturity Date (the "Redemption Percentage") shall be determined by the Determination Agent (as defined below) on the Determination Date (as defined below) in accordance with the following formula: Redemption Percentage = 100% x [1 + (1.5 * {(JPY/USD Exchange Rate - 102.25) JPY/USD Exchange Rate})] ;provided, however, in no event shall the Redemption Percentage be less than 60%. Any amount in excess of 100% of the face amount of the Notes which is payable on the Maturity Date will represent interest on the Notes. Certain Defined Terms. As used herein, the terms set forth below shall have the following meanings: "JPY/USD Exchange Rate" means the mid-market spot rate for exchanging Japanese Yen for United States dollars appearing on Reuters Page SPOU (as defined below), as of 15:00 Greenwich Mean Time on the Determination Date; provided that if on the Determination Date such rate does not appear on Reuters Page SPOU, the JPY/USD Exchange Rate shall be the mid-market spot rate for exchanging Japanese Yen for United States dollars that appears on Reuters Page WRLD (as defined below); provided further that, if on the Determination Date such rate does not appear on either Reuters Page SPOU or Reuters Page WRLD, the Determination Agent (as defined below) will request each of five Reference Dealers (as defined below) to provide the Determination Agent with its mid-market quotation for exchanging Japanese Yen for United States dollars as of 15:00 Greenwich Mean Time on the applicable Determination Date in an amount that is representative for a single transaction in the relevant market at the relevant time. If at least three quotations are received from the Reference Dealers, the Determination Agent will determine the JPY/USD Exchange Rate by computing the arithmetic mean of such quotations, discarding the highest and lowest quotation. If fewer than three quotations are received from (Principal-Indexed Fixed Rate Notes) Page 4 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 the Reference Dealers, the Determination Agent will compute the arithmetic mean without discarding the highest and lowest quotations. If on the Determination Date, no rate appears on Reuters Page SPOU or Reuters Page WRLD and the Determination Agent does not receive at least one quote from the Reference Dealers, then the JPY/USD Exchange Rate shall be the last available mid- market spot rate for exchanging Japanese Yen for United States dollars appearing on Reuters Page SPOU prior to the Determination Date. "Business Day" means any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in New York, New York or London, England. "Determination Agent" means Williams Financial Markets (A Division of Jefferies & Company, Inc.). "Determination Date" means five Business Days prior to the Maturity Date, being the date on which the Determination Agent shall determine the Redemption Percentage of the Notes. "Reference Dealer" means any major bank or banking corporation selected in good faith by the Determination Agent (which may include the Determination Agent) for the purpose of providing offered quotations on the JPY/USD Exchange Rate. "Reuters Page SPOU" means the page designated as "Page SPOU" on the Reuters Monitor Money Rates Service (or such other page as shall replace Page SPOU on such service for the purpose of displaying Japanese Yen/United States dollar exchange rates). "Reuters Page WRLD" means the page designated as "Page WRLD" on the Reuters Monitor Money Rate Service (or such other page as shall replace Page WRLD on such service for the purpose of displaying Japanese Yen/United States dollar exchange rates. (Principal-Indexed Fixed Rate Notes) Page 5 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 References to "JPY" or "Yen" are to the lawful currency of Japan. References to "USD", "United States dollars" or "US$" are to the lawful currency of the United States of America. Historical Rate Information The following table sets forth historical information with respect to the JPY/USD Exchange Rate on the last business day of each of the months indicated below, together with a computation of the hypothetical percentage of the original Principal Amount repayable at maturity (the "Redemption Percentage") had the Notes matured on such date.1 Hypothetical JPY/USD Redemption Month/Year Exchange Rate Percentage Jan. 1991 131.45 133.32% Feb. 1991 132.95 134.64 Mar. 1991 140.60 140.91 Apr. 1991 136.38 137.54 May 1991 138.45 139.22 June 1991 137.90 138.78 July 1991 137.42 138.39 Aug. 1991 136.85 137.92 Sep. 1991 132.85 134.55 Oct. 1991 130.60 132.56 Nov. 1991 130.08 132.09 Dec. 1991 124.90 127.20 Jan. 1992 125.55 127.84 Feb. 1992 129.15 131.24 Mar. 1992 132.92 134.61 Apr. 1992 133.30 134.94 May 1992 127.75 129.94 June 1992 125.87 128.15 July 1992 127.20 129.42 (Principal-Indexed Fixed Rate Notes) Page 6 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Hypothetical JPY/USD Redemption Month/Year Exchange Rate Percentage Aug. 1992 123.08 125.39 Sep. 1992 120.07 122.26 Oct. 1992 123.45 125.76 Nov. 1992 124.75 127.05 Dec. 1992 124.86 127.16 Jan. 1993 124.73 127.03 Feb. 1993 118.25 120.30 Mar. 1993 114.88 116.49 Apr. 1993 111.05 111.89 May 1993 107.08 106.77 June 1993 107.30 107.06 July 1993 105.10 104.07 Aug. 1993 104.75 103.58 Sep. 1993 106.30 105.71 Oct. 1993 108.60 108.77 Nov. 1993 109.08 109.39 Dec. 1993 111.85 112.87 Jan. 1994 108.49 108.63 Feb. 19943 104.25 102.88 1 Source: Williams Financial Markets (A Division of Jefferies & Company, Inc.) 2 Based on the JPY/USD Exchange Rate at the close of business on February 17, 1994. Fluctuations in the JPY/USD Exchange Rate and the Redemption Percentage that have occurred in the past should not be taken as an indication of future performance during the term of the Notes. Fluctuations may occur in the JPY/USD Exchange Rate during the term of the Notes which are wider or more confined than those that have occurred historically. Accordingly, 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. (Principal-Indexed Fixed Rate Notes) Page 7 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Certain Investment Considerations An investment in the Notes entails significant risks that are not associated with similar investments in a conventional fixed-rate debt security. 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 JPY/USD Exchange Rate, including, but not limited to, the volatility of the USD/JPY Exchange Rate, 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. See "Description of the Notes--Indexed Notes--Risk Factors" in the attached Prospectus Supplement. The principal amount payable on the Maturity Date is linked to the value of the JPY/USD Exchange Rate. An decrease in the JPY/USD Exchange Rate below the level of 102.25 will decrease the amount of money an investor will receive in payment of principal on the Notes on the Maturity Date and vice versa. In addition, the formula used to determine the Redemption Percentage contains a leverage factor which has the effect of magnifying the impact of changes in the JPY/USD Exchange Rate. Further, the formula used to compute the Redemption Percentage is formulated such that a decrease in the JPY/USD Exchange Rate will result in a greater decrease in the Redemption Percentage than would result from a corresponding increase in the JPY/USD Exchange Rate. Investors should be aware that, depending on the level of the JPY/USD Exchange Rate, an investor may receive more or less money on the Maturity Date then was initially paid for the Notes, including the possibility that only 60% of the original Principal Amount will be payable on the Maturity Date. Certain United States Federal Income Tax Considerations The following United States federal income tax discussion supplements the discussion under the caption "United States Tax Considerations" in the Prospectus Supplement dated July 12, 1993 and is based upon the advice of James M. Kalashian, Esq., General Tax Counsel to General Electric Capital Corporation, tax counsel to the Company. (Principal-Indexed Fixed Rate Notes) Page 8 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 The tax consequences (as discussed in greater detail below) of the purchase, ownership and disposition of the Notes are uncertain because of the lack of applicable legal precedent and the possibility of changes in law, and thus, persons considering the purchase of a Note should consult their own tax advisors concerning the application of United Sates federal, state, local and any other income or estate tax law to the purchase, ownership or disposition of a Note. Although no authority exists that directly addresses the characterization, for United States federal income tax purposes, of securities with terms substantially similar to the Notes, and the matter therefore is not entirely free from doubt, the Company believes, based upon the advise of its tax counsel, that the Notes should be treated as debt obligations of the Company for United States federal income tax purposes. The Company currently intends to treat the Notes as debt obligations of the Company for United States federal income tax purposes and, where required, intends to file information returns with the Internal Revenue Service ("IRS") in accordance with such treatment, in the absence of any change or clarification in the law, by regulation or otherwise, requiring a different characterization. Prospective investors in the Notes should be aware, however, that the IRS is not bound by the Company's characterization of the Notes as indebtedness and the IRS could possibly take a different position as to the proper characterization of the Notes for United States federal income tax purposes. The following discussion is based upon the assumption that the Notes will be treated as debt obligations of the Company for United States federal income tax purposes. If the Notes are not in fact treated as debt obligations of the Company for United States federal income tax purposes, then the United States federal income tax treatment of the purchase, ownership and disposition of the Notes could differ from the treatment discussed below. The Notes have a maturity of one year or less and thus will be treated as short-term notes ("Short-Term Notes") for United States federal income tax purposes. Generally, an accrual basis taxpayer, (Principal-Indexed Fixed Rate Notes) Page 9 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 and certain other holders, are required to accrued interest earned on the Notes as described under "United States Tax Considerations- Short-Term Notes" in the Prospectus Supplement. Generally, a cash basis taxpayer will be required to include in gross income the interest payments made on each Interest Payment Date subject to certain elections discussed under "United States Tax Considerations-Short-Term Notes" in the Prospectus Supplement. Under general principles of current United States federal income tax law, the amount payable at maturity with respect to a Note in excess of the Principal Amount (other than the stated coupon payment), if any, will be treated as contingent interest and generally will be includible in income by a U.S. Holder as ordinary interest on the date the amount payable at maturity becomes fixed or when such amount is received (in accordance with the U.S. Holder's regular method of tax accounting). In addition, it is possible (as discussed further below), that under section 988 of the Internal Revenue Code of 1986 (the "Code") all or a portion of the payment made in excess of the Principal Amount of the Notes (other than the stated coupon payment) will be treated as foreign currency gain and such gain will be treated as ordinary income as opposed to interest income. 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 increased by the amount of any original issued discount previously included in income and reduced by any payments of accrued original issue discount. It is unclear under existing law what portion, if any, of any gain realized (due to changes in the JPY/USD Exchange Rate) on the sale or exchange of a Note prior to maturity will be treated as ordinary interest income as opposed to short-term capital gain. Generally, any loss realized on the sale, exchange or retirement of a Note will be treated as a short-term capital loss. It is also possible, as discussed further below, that all or a portion of the gain or loss recognized on a sale, exchange or retirement of a Note will be treated as foreign currency gain or loss and such gain or loss will be treated as ordinary income or loss under Code section 988. (Principal-Indexed Fixed Rate Notes) Page 10 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 As discussed above, Code section 988 may treat all or a portion of the gain or loss recognized on the sale, exchange or maturity of a Note as ordinary income or loss. While Code section 988 is likely to apply to the Notes, the precise application (as discussed further below) of Code section 988 to the Notes is not clear. In addition, it is possible that proposed Treasury regulations concerning contingent payment debt obligations (the "Proposed Contingent Payment Regulations") issued under the original issued discount provisions of the Code could apply to the Notes. Generally, Code section 988 and the Treasury regulations promulgated thereunder provide that, in the case of a debt obligation that provides for payments determined by reference to a nonfunctional currency (generally, any currency other than the U.S. dollar for most U.S. taxpayers), any gain or loss realized with respect to such debt instrument by reasons of changes in foreign currency exchange rates generally must be treated as foreign currency gain or loss and must be treated as ordinary income or loss, as the case may be, to the extent such foreign currency gain or loss does not exceed the total gain or loss realized on such debt instrument. However, Code section 988 and the Treasury regulations promulgated thereunder do not specifically address the proper treatment of the Notes including the application, if any, of the Proposed Contingent Payment Regulations (in that the Treasury regulations under Code section 988 reserve on the treatment of debt instruments that are both subject to Code section 988 and treated as contingent payment debt obligations) and, therefore, the application of Code section 988 and the Proposed Contingent Payment Regulations is not clear. The Proposed Contingent Payment Regulations contain a retroactive effective date prior to the settlement date of the Notes. If the Proposed Contingent Payment Regulations apply to the Notes, the application of the Proposed Contingent Payment Regulations would cause the timing and character of income, gain or loss recognized on a Note to differ form the timing and character of income, gain or loss on a Note had the Proposed Contingent Payment Regulations not applied. Under the Proposed Contingent Payment Regulations (assuming they apply to the Notes), the Notes will be treated as having contingent interest and principal because the amount received by a U.S. Holder upon the redemption of the Notes is contingent on the JPY/USD (Principal-Indexed Fixed Rate Notes) Page 11 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 Exchange Rate on the Determination Date and the total non- contingent payments on the Notes will be less than the issue price of the Notes. As a result, under the Proposed Contingent Payment Regulations, the first payment designated as a semi-annual interest payment will be treated for Untied States federal income tax purposes as a principal payment on the Notes thereby reducing the outstanding principal balance on the Notes. Accordingly, under the Proposed Contingent Payment Regulations a U.S. Holders would not be required to include such payment in income. Any payment at maturity of the Notes (whether designated as interest or principal) would be applied to reduce the remaining outstanding principal balance of the Notes. To the extent such payment exceeds the remaining outstanding principal balance, such excess would be treated as interest which would be includible in the income of a U.S. Holder at the time such amount is determined. If such payment at maturity is less than the outstanding principal balance, a U.S. Holder would recognize a short-term capital loss on such redemption of the Notes to the extent the outstanding principal balance exceeds such payment at maturity. Upon the sale or exchange of a Note, a U.S. Holder would recognize taxable gain or loss equal to the difference between the amount realized on the sale or exchange and such U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis in a Note will equal the cost of such Note reduced by any principal payments (including, as described above, payments designated as interest but treated as principal under the Proposed Contingent Payment Regulations) received by the U.S. Holder. It is unclear under existing law what portion, if any, of any gain realized (due to changes in the JPY/USD Exchange Rate) on sale or exchange of a Note prior to maturity will be treated as ordinary interest income. Any loss realized on the sale, exchange or retirement of a Note will be treated as a short-term capital loss. As discussed above, it is not clear how the Code section 988 rules would apply to an instrument that is a contingent payment debt obligation subject to Code section 988, and it is possible that all or a portion of any gain or loss, upon the sale, exchange or retirement of the Notes will be treated as ordinary gain or loss under Code section 988. (Principal-Indexed Fixed Rate Notes) Page 12 Amended Pricing Supplement No. 1799(a) Dated February 22, 1994 Rule 424(b)(3)-Registration Statement No. 33-58506 Rule 424(b)(3)-Registration Statement No. 33-58508 There is no assurance that the Proposed Contingent Payment Regulations will be adopted, or if adopted, adopted in their current form. In addition, on January 19, 1993, the Treasury Department issued Proposed Contingent Payment Regulations (the "1993 Proposed Regulations"), concerning contingent payment debt obligations, which would have replaced the Proposed Contingent Payment 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 Proposed Contingent Payment Regulations with respect to the timing and character of income recognition on contingent payment debt obligations. The 1993 Proposed Regulations would have applied to debt instruments issued 60 days or more after the date the 1993 Proposed Regulations became final. However, on January 22, 1993, the United State's 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 Proposed Contingent Payment 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, if any, of Code section 988 and the Proposed Contingent Payment Regulations to their investment in the Notes and the effect of possible changes to the Code section 988 rules and the Proposed Contingent Payment Regulations. Plan of Distribution Williams Financial Markets (A Division of Jefferies & Co., Inc.) is acting as Agent in connection with the sale of the Notes. -----END PRIVACY-ENHANCED MESSAGE-----