-----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, hKpDaGsvoroBFp2GN2JWTTRBaQFo+qHoEKz6tXm7QIHyAvB7i9RertVFgQY9VLQp BYhHhBaEiLomLl/oWNv60g== 0000040554-94-000316.txt : 19941028 0000040554-94-000316.hdr.sgml : 19941028 ACCESSION NUMBER: 0000040554-94-000316 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941027 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP ET AL 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: 1933 Act SEC FILE NUMBER: 033-58506 FILM NUMBER: 94555339 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 MTN2013T PROSPECTUS Pricing Supplement No. 2013 Dated April 1, 1994 Dated October 19, 1994 PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement No. 33-54009 Dated April 1, 1994 Rule 424(b)(3)-Registration Statement No. 33-54011 GENERAL ELECTRIC CAPITAL CORPORATION GLOBAL MEDIUM-TERM NOTES (Floating Rate Notes) Series: A X B __ C __ Trade Date: October 19, 1994 Principal Amount (in Specified Currency): US$9,200,000 Settlement Date (Original Issue Date): November 2, 1994 If Specified Currency is other than U.S. dollars, equivalent amount in U.S. dollars: N/A Maturity Date: November 2, 1995 Agent's Discount or Commission: 0.500% Price to Public (Issue Price): 100.000% Net Proceeds to Issuer (in Specified Currency): US$9,154,000 Interest Rate: Interest Calculation: __ Regular Floating Rate __ Inverse Floating Rate X Other Floating Rate: See "Additional Terms" below. Interest Rate Basis: __ CD Rate __ Commercial Paper Rate __ Federal Funds Rate __ LIBOR __ Prime Rate __ Treasury Rate X Other (as described below under "Additional Terms") Spread (Plus or Minus): N/A Spread Multiplier: N/A Index Maturity: N/A Index Currency: 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. (Floating Rate Notes) Page 2 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Maximum Interest Rate: 19.50% Minimum Interest Rate: 0.00% Initial Interest Rate: The Interest Rate applicable to the first quarterly Interest Reset Period will be determined two Business Days prior to the first Interest Payment Date scheduled to occur on February 2, 1995 as described under "Additional Terms--Interest" below. Interest Payment Period: __ Annual __ Semi-Annual X Quarterly __ Monthly Interest Payment Dates if other than as set forth in the Prospectus Supplement: February 2, 1995, May 2, 1995, August 2, 1995 and November 2, 1995 Interest Reset Periods and Dates: __ Daily __ Weekly __ Monthly X Quarterly (See "Additional Terms--Interest" below). __ Semiannually: months in which reset: N/A __ Annually: month in which reset: N/A Form of Notes: X DTC registered __ non-DTC registered The Notes will be available in book-entry form in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. Repayment, Redemption and Acceleration: Initial Redemption Date: N/A Initial Redemption Percentage: N/A Optional Repayment Date: N/A Annual redemption Percentage Reduction: 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 (Floating Rate Notes) Page 3 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Amortizing Notes: Amortization Schedule: N/A Dual Currency Notes: Face Amount Currency: N/A Optional Payment Currency: N/A Designated Exchange Rate: N/A Indexed Notes: Currency Base Rate: N/A Additional Terms: Interest. Interest on the Notes will be payable quarterly on February 2, 1995, May 2, 1995, August 2, 1995 and November 2, 1995 (each, an "Interest Payment Date"). The interest rate applicable to each Interest Period (as defined below) will be determined two Business Days prior to each Interest Payment Date (each such date, a "Rate Determination Date"). Each period commencing on an Interest Payment Date (or the Original Issue Date in the case of the first such period) up to but excluding the next succeeding Interest Payment Date is referred to herein as an "Interest Period". The interest rate applicable to each Interest Period will be determined on the applicable Rate Determination Date based upon application of the following formula: LEVERAGE FACTOR X [1 - (98.35/Y)] where "Y" equal the JPY Exchange Rate (as defined below) on the applicable Rate Determination Date; provided, however, that in no event shall the effective interest rate per annum applicable to the Notes be less than 0.00% or more than 19.50% over the life of the Notes. For the purpose of computing the foregoing formula, the following terms shall be assigned the following meanings: (Floating Rate Notes) Page 4 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 "Leverage Factor" means a number which shall initially be equal to .4480 for the first Interest Period and may be adjusted on each Leverage Determination Date (as defined below) thereafter based on the value of the JPY Exchange Rate on such Leverage Determination Date. If the JPY Exchange Rate is less than or equal to Yen98.35 on any Leverage Determination Date, the Leverage Factor for the immediately succeeding Interest Period will be increased by .4480; the Leverage Factor will accumulate (up to a maximum of 1.7920) each time the JPY Exchange Rate is less than or equal to Yen98.35 on a Leverage Determination Date. If the JPY Exchange Rate is greater than Yen98.35 on any Leverage Determination Date, the Leverage Factor applicable to the immediately succeeding Interest Period shall be equal to .4480. The Leverage Factor may have a value of .4480, .8960, 1.3440 or 1.7920. See "Certain Historical and Other Information--Examples of Determination of Leverage Factor" below. "JPY Exchange Rate" means the midpoint rate for exchanging Japanese Yen for U.S. Dollars appearing as of 10:00 a.m. (New York City time) on any Rate Determination Date or Leverage Determination Date (collectively, a "Determination Date"), on Reuters Page 1 FED (as defined below) after the word "Yen"; provided, however, that if on any Determination Date, no rate appears on Reuters Page 1 FED, the Calculation Agent shall request each of five Reference Dealers (as defined below) to provide the Calculation Agent with its offer quotation for such rate as of 10:00 a.m. (New York City time), on the applicable Determination Date. If at least two such quotations are provided by the Reference Dealers, the JPY Exchange Rate applicable to such Determination date shall be computed by the Calculation Agent and shall be the arithmetic mean of such quoted rates. If no rate appears on Reuters Page 1 FED on a Determination Date and fewer than two quotations are provided by the Reference Dealers, then the JPY Exchange Rate for such Determination Date shall be the last available JPY Exchange Rate appearing on Reuters Page 1 FED. Solely for the purpose of determining "Y" in the formula above (and not for determining the Leverage Factor), the JPY Exchange Rate shall have a minimum value of Yen98.35 and a maximum value of Yen110.358923. (Floating Rate Notes) Page 5 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 "Leverage Determination Date" means a date two Business Days prior to the commencement of each Interest Period, being the date on which the Leverage Factor applicable to such Interest Period will be determined by the Calculation Agent; the Leverage Determination Date for the immediately succeeding Interest Period will occur the same date as the Rate Determination Date applicable to the current Interest Period. "Reference Dealers" mean leading money center banks selected in good faith by the Calculation Agent for the purpose of providing quotations on the JPY Exchange Rate. "Reuters Page 1 FED" means the page designated as Page "1 FED" on the Reuters Monitor Money Rates Service or such other page as shall replace such page on such service for the purpose of displaying the Federal Reserve Bank of New York's 10:00 a.m., Midpoint, New York Interbank Market--Consensus Rate. "Calculation Agent" means Goldman, Sachs & Co. The interest rate applicable to each Interest Period will be computed on an absolute basis, meaning that the interest rate will be multiplied by the aggregate principal amount of the Notes to determine the amount of each quarterly interest payment, notwithstanding the days elapsed during each Interest Period. All percentage resulting from any calculation of the JPY Exchange Rate and the interest rate applicable to the Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% would be rounded to 9.87655%), and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upward). (Floating Rate Notes) Page 6 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Certain Historical and Other Information. Historical Information. The following table set forth certain historical information concerning the midpoint Japanese Yen/U.S. Dollar exchange rate appearing on Reuters Page 1 FED for the period from October 1991 to October 1994. Fluctuations in the JPY Exchange Rate that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or more confined than those that have occurred historically. Japanese Yen/U.S. Dollar Exchange Rate* Month/Year JPY Exchange Rate (Yen per US$1.00) Oct. 1991 133.18 Nov. 1991 130.33 Dec. 1991 129.90 Jan. 1992 123.93 Feb. 1992 125.78 Mar. 1992 129.50 Apr. 1992 134.30 May 1992 132.95 June 1992 127.19 July 1992 124.00 Aug. 1992 127.25 Sep. 1992 122.92 Oct. 1992 119.85 Nov. 1992 123.90 Dec. 1992 124.60 Jan. 1993 125.36 Feb. 1993 124.75 Mar. 1993 118.67 Apr. 1993 114.23 May 1993 110.92 June 1993 107.17 July 1993 106.55 Aug. 1993 104.73 Sep. 1993 105.28 Oct. 1993 106.52 Nov. 1993 108.57 Dec. 1993 108.73 (Floating Rate Notes) Page 7 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Japanese Yen/U.S. Dollar Exchange Rate* (cont'd) Month/Year JPY Exchange Rate (Yen per US$1.00) Jan. 1994 112.38 Feb. 1994 107.85 Mar. 1994 104.70 Apr. 1994 103.36 May 1994 101.69 June 1994 104.68 July 1994 99.05 Aug. 1994 98.92 Sep. 1994 99.75 Oct. 1994 99.88 (*) Source: Data in this table has been compiled by Goldman, Sachs & Co. from Retuers Page 1 FED. Hypothetical Quarterly Interest Rates. The table below sets forth the interest rate which would apply to a particular Interest Period if the JPY Exchange Rate had the value appearing in the first column on the Rate Determination Date applicable to such Interest Period given the four possible Leverage Factors (.4480, .8960, 1.3440 and 1.7920). For example, if the JPY Exchange Rate were equal to Yen104.35 on a Rate Determination Date and the Leverage Factor applicable to such Interest Period were .8960, then the hypothetical interest rate applicable to such Interest Period would be equal to 5.15%. If the JPY Exchange Rate were equal to Yen102.35 on a Rate Determination Date and the Leverage Factor applicable to such Interest Period were .4480, than the hypothetical interest rate applicable to such Interest Period would be equal to 1.75%. In no circumstances will the interest rate on the Notes be less than 0.00% or greater than 19.50%. (Floating Rate Notes) Page 8 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Table of Hypothetical Quarterly Interest Rates** JPY Exchange Rate Leverage Factor (Yen per US$1.00) .4480 .8960 1.344 1.792 98.35 0.00%*** 0.00% 0.00% 0.00% 99.35 0.45% 0.90% 1.35% 1.80% 100.3 0.69% 1.79% 2.68% 3.57% 101.3 1.33% 2.65% 3.98% 5.30% 102.3 1.75% 3.50% 5.25% 7.00% 103.3 2.17% 4.33% 6.50% 8.67% 104.3 2.58% 5.15% 7.73% 10.30% 105.3 2.98% 5.95% 8.93% 11.91% 106.3 3.37% 6.74% 10.11% 13.48% 107.3 3.76% 7.51% 11.27% 15.02% 108.3 4.13% 8.27% 12.40% 16.54% 109.3 4.51% 9.01% 13.52% 18.03% 110.3 4.87% 9.74% 14.62% 19.49% 111.3 4.88% 9.75% 14.69% 19.50% (**)Source: Goldman, Sachs & Co. (***) The interest rate figures appearing in the table above have been rounded to two decimal places for ease of reference; the actual interest rate on the Notes will be rounded in accordance with the rounding convention set forth on Page 3 of this Pricing Supplement. Examples of Determination of Leverage Factor. The Leverage Factor applicable to the Interest Period commencing on the Original Issue Date and ending on the first Interest Payment Date scheduled to occur on February 2, 1995 will be .4480. Thereafter, the Leverage Factor will be determined on the Leverage Determination Date immediately preceding each Interest Period and will be equal to the Leverage Factor for the preceding period plus .4480 if the JPY Exchange Rate is less than or equal to Yen98.35 (subject to a maximum of 1.7920). If the JPY Exchange Rate is greater than Yen98.35 on a Leverage Determination Date, the Leverage Factor applicable to the immediately succeeding Interest Period will be equal to .4480, irrespective of its level on such Leverage Determination Date. The following two example demonstrate the determination of the Leverage Factor applicable to each Interest Period: (Floating Rate Notes) Page 9 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Example 1: Assume the following values for the JPY Exchange Rate were determined on the Leverage Determination Dates applicable to the second, third and fourth quarterly Interest Periods: Second Interest Period = Yen9.75 Third Interest Period = Yen97.60 Fourth Interest Period = Yen100.35 The Leverage Factor applicable to the first Interest Period will be equal to .4480 (irrespective of the value of the JPY Exchange Rate). The Leverage Factor applicable to the Second Interest Period will also equal .4480 because the JPY Exchange Rate on the Leverage Determination Date applicable to such Interest Period was greater than Yen98.35. The Leverage Factor applicable to the Third Interest Period will equal .8960 because the JPY Exchange Rate was less than or equal to Yen98.35 (.4480 + .4480 = .8960). The Leverage Factor applicable to the Fourth Interest Period will be equal to .4480 because the JPY Exchange Rate was greater than Yen98.35 on the Leverage Determination Date applicable to such Interest Period. Example 2: Assume the following values for the JPY Exchange Rate were determined on the Leverage Determination Dates applicable to the second, third and fourth quarterly Interest Periods: Second Interest Period = Yen98.20 Third Interest Period = Yen98.30 Fourth Interest Period = Yen99.45 The Leverage Factor applicable to the first Interest Period will be equal to .4480 (irrespective of the value of the JPY Exchange Rate). The Leverage Factor applicable to the Second Interest Period will equal .8960 because the JPY Exchange Rate on the Leverage Determination Date applicable to such Interest Period was less than or equal to Yen98.35 (.4480 + .4480 = .8960). The Leverage Factor applicable to the Third Interest Period will equal 1.3440 because the JPY Exchange Rate on the Leverage Determination Date applicable to such Interest Period was less than or equal to Yen98.35 (.8960 + .4480 = 1.3440). The Leverage Factor applicable to the Fourth Interest Period will equal .4480 because the JPY Exchange Rate was greater than Yen98.35 on the Leverage Determination Date applicable to such Interest Period. (Floating Rate Notes) Page 10 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 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 Exchange Rate, including, but not limited to, the volatility of the JPY Exchange Rate, the time remaining to the Maturity Date and market interest rates. No established secondary market exists 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. Potential purchasers of the Notes should be aware that if the JPY Exchange Rate is not greater than Yen98.35 per US$1.00 on any Rate Determination Date, no interest will be payable on the Notes for the related Interest Period. Potential purchasers of the Notes should also be aware that the formula used to determine the interest rate contains a leverage factor which could magnify the impact increases and decreases in the JPY Exchange Rate will have on the interest rate payable on the Notes. 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. Certain U.S. Federal Income Tax Considerations. The following information supplements the statements contained in the Prospectus Supplement under the caption "United States Tax Considerations -Tax Consequences to United States Holders". (Floating Rate Notes) Page 11 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 The Notes have a maturity of not more than one year and thus will be treated as short-term notes for federal income tax purposes. Generally, an accrual basis taxpayer (and certain other holders) is required to accrue interest earned on a short-term note and a cash basis taxpayer is required to include in gross income interest payments made on each Interest Payment Date. However, the Notes may be subject to proposed Treasury regulations concerning contingent debt instruments (the "Contingent Payment Regulations") and Treasury regulations concerning foreign currency transactions (the "Foreign Currency Regulations"). The application and priority of the Foreign Currency Regulations and the Contingent Payment Regulations is not entirely clear because the Foreign Currency Regulations reserve as to the treatment of certain obligations that are classified as contingent debt instruments and the adoption of the Contingent Payment Regulations in their current form is uncertain. It is possible that the application of the Foreign Currency Regulations and/or the Contingent Payment Regulations may cause timing and character differences with respect to income, gain, or loss reported on a Note as compared to the character and timing of income, gain or loss on a Note had such regulations not applied. Prospective purchasers of the Notes that would be subject to U.S. federal income taxation on the income or gain in respect of such Notes are urged to consult their own tax advisors with regard to the application of the Foreign Currency Regulations, the Contingent Payment Regulations and of general U.S. federal income tax law to their particular situations as well as any tax consequences of an investment in the Notes arising under the law of any other taxing jurisdiction. Plan of Distribution. The Notes are being purchased by Goldman, Sachs & Co. (hereinafter referred to as the "Underwriter") pursuant to the terms of a Terms Agreement dated October 19, 1994, as principal, at the public offering price of 100.00% less an underwriting discount equal to 0.500% of the aggregate principal amount of the Notes. The Underwriter has advised the Company that it proposes initially to offer the Notes to the public at the public offering price of 100.00% and to certain dealers at such price less a concession not in excess of .500% of the principal amount of the Notes. (Floating Rate Notes) Page 12 Pricing Supplement No. 2013 Dated October 19, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 The Underwriter and any dealers that participate with the Underwriter in the distribution of the Notes may be deemed to be underwriters, and any discounts or commission received by them and any profit on the resale of Notes by them may be deemed to be underwriting compensation. The Company has agreed to indemnify the Underwriter against and contribute toward certain liabilities, including liability under the Securities Act of 1933, as amended. -----END PRIVACY-ENHANCED MESSAGE-----