-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QPFt8a2Sv5L75UBW4PSg7DUbNYbwzJ7yo9szkNRrMqOt/ANwuVa27fz+4gHBkOE+ D+3TQUZcJUpIyC5JCRZabQ== 0000040554-99-000021.txt : 19990212 0000040554-99-000021.hdr.sgml : 19990212 ACCESSION NUMBER: 0000040554-99-000021 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-59707 FILM NUMBER: 99530138 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 POS AM 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1999 FILE NO. 333-59707 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST EFFECTIVE AMENDMENT No. 1 FILED PURSUANT TO RULE 462(d) TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-1500700 (State of incorporation) (I.R.S. Employer Identification Number) 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Address,including zip code, and telephone number,including area code,of registrant's principal executive offices) ---------------- GLENN J. GOGGINS ASSOCIATE GENERAL COUNSEL--TREASURY OPERATIONS AND ASSISTANT SECRETARY 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Name, address,including zip code, and telephone number,including area code, of agent for service) ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Post-Effective Amendment to the Registration Statement as determined by market conditions. ---------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-59707 If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ---------------- - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-59707) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement. 3 PART II ITEM 16. EXHIBITS. EXHIBIT NUMBER DESCRIPTION - - ------- ---------------------------------------------- [S] [C] [C] 4(k) Certificate of Amendment authorizing 5,000 additional shares of Variable Cumulative Preferred Stock and 750,000 shares of Preferred Stock, par value $.01 per share filed by the Deputy Superintendent of Banks of the State of New York as of July 23, 1998. 99(g) Letter of Vice Chairman of General Electric Company to General Electric Capital Corporation, dated February 4, 1999 with respect to replacing redeemed variable cumulative preferred stock with another form of equity in certain circumstances. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post- Effective Amendment No. 1 to the Registration Statement (No. 333- 59707) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 11th day of February, 1999. General Electric Capital Corporation By /s/ Jeffrey S. Werner (JEFFREY S. WERNER SENIOR VICE PRESIDENT, CORPORATE TREASURY AND GLOBAL FUNDING OPERATION) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE * Denis J. Nayden, Chief Executive ------------------------------------- Officer,President (DENIS J. NAYDEN) and Director * James A. Parke Senior Vice ------------------------------------- President, Finance (JAMES A. PARKE) and Director (Principal Financial Officer) /s/ Jeffrey S. Werner Senior Vice February 11, 1999 ------------------------------------- President-- (JEFFREY S. WERNER) Corporate Treasury and Global Funding Operation * Joan C. Amble Controller ------------------------------------- (Principal (JOAN C. AMBLE) Accounting Officer) * N.D.T. Andrews Director ------------------------------------- (N.D.T. ANDREWS) * Nancy E. Barton Director ------------------------------------- (NANCY E. BARTON) * James R. Bunt Director ------------------------------------- (JAMES R. BUNT) *David M. Cote Director ------------------------------------- (DAVID M. COTE) II-1 6 SIGNATURE TITLE DATE * Dennis D. Dammerman Director ------------------------------------- (DENNIS D. DAMMERMAN) * Benjamin W. Heineman, Jr. Director ------------------------------------- (BENJAMIN W. HEINEMAN, JR.) * Jeffrey R. Immelt Director ------------------------------------- (JEFFREY R. IMMELT) * W. James McNerney, Jr. Director ------------------------------------- (W. JAMES MCNERNEY, JR.) * John H. Myers Director ------------------------------------- (JOHN H. MYERS) * Robert L. Nardelli Director ------------------------------------- (ROBERT L. NARDELLI) * Michael A. Neal Director ------------------------------------- (MICHAEL A. NEAL) * John M. Samuels Director ------------------------------------- (JOHN M. SAMUELS) Director ------------------------------------- (KEITH S. SHERIN) * Edward D. Stewart Director ------------------------------------- (EDWARD D. STEWART) * John F. Welch, Jr. Director ------------------------------------- (JOHN F. WELCH, JR.) *By /s/ Jeffrey S. Werner Attorney-in-fact February 11, 1999 ------------------------- (JEFFREY S. WERNER) II-2 EX-4.K 2 1 CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF GENERAL ELECTRIC CAPITAL CORPORATION UNDER SECTION 8005 OF THE BANKING LAW We, the undersigned, James A. Parke and Nancy E. Barton, being respectively the Senior Vice President, Finance and the Secretary of General Electric Capital Corporation, do hereby certify and set forth: 1. The name of this corporation is General Electric Capital Corporation. The name under which the corporation was formed was General Electric Credit Corporation. 2. The Organization Certificate of General Electric Capital Corporation was filed by the Superintendent of Banks of the State of New York on the 6th day of October, 1943, and in the office of the Clerk of New York County on the 21st day of October, 1943. A Restated Organization Certificate was filed by the Superintendent of Banks of the State of New York on the 28th day of November, 1988 (hereinafter, the "Restated Organization Certificate"), and Certificates of Amendment of the Organization Certificate were filed by the Superintendent of Banks of the State of New York on the 21st day of December, 1988, the 22nd day of December, 1989, the 28th day of September, 1990, the 18th day of October, 1990, the 14th day of November, 1990, the 6th day of December, 1990, the 21st day of April, 1995, the 11th day of May, 1995, the 28th day of June, 1995, the 17th day of July, 1995, the 1st day of November, 1995, the 27th day of September 1996, the 9th day of December, 1997, the 19th day of December, 1997, the 17th day of February, 1998 and the 24th day of June, 1998 (hereinafter collectively referred to as the "Certificates of Amendment"). The Restated Organization Certificate as so amended by the Certificates of Amendment is hereinafter referred to as the "Organization Certificate". 3. Paragraph Third of the Organization Certificate, which article relates to the capital stock of this corporation, is amended so as to (a) increase the number of authorized shares of Variable Cumulative Preferred Stock from 23,000 shares to 28,000 shares, (b) increase the maximum aggregate redemption price of all shares of all series of Variable Cumulative Preferred Stock from $2,800,000,000 to $3,300,000,000, by substituting in Paragraph Third in both places at which the words "Twenty Three Thousand (23,000)" appear, the words "Twenty-Eight Thousand (28,000)" and by substituting in Part A of Section Eight of Subparagraph (c) of Paragraph Third the words "Three Billion Three Hundred Million Dollars ($3,300,000,000)" in place of the words "Two Billion Eight Hundred Million Dollars ($2,800,000,000)", (c) establish a new class of preferred 2 stock to be called Preferred Stock, par value $.01 per share, and to set the number of authorized shares of such Preferred Stock at 750,000 (seven hundred fifty thousand shares), and (d) add a new subparagraph (b) to read as follows: "(b) The Board of Directors (or any committee to which it may duly delegate the authority granted in this paragraph), in accordance with Section 5002 of the Banking Law of the State of New York, is hereby empowered to authorize the issuance from time to time of seven hundred fifty thousand (750,000) shares of Preferred Stock of the par value of One Cent ($.01) each, which shall be designated the Preferred Stock, issuable in one or more series, in the case of each such series, (i) in such number of shares and with such designations, relative rights, preferences or limitations, including, without limitation, dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock and (ii) except as otherwise set forth in such resolution or resolutions, or as otherwise required by law, the holders of any series of Preferred Stock shall have no voting power whatsoever." 4. The foregoing amendments of Paragraph Third of the Organization Certificate were authorized by a resolution of the Board of Directors adopted at a meeting duly called and held on the 22nd day of July, 1998 and by consent of the sole common stockholder of the corporation. IN WITNESS WHEREOF, this Certificate has been signed this 22nd day of July, 1998. /s/ James A. Parke James A. Parke Senior Vice President - Finance /s/ Nancy E. Barton Nancy E. Barton Secretary 3 STATE OF CONNECTICUT ) ) s.s.: COUNTY OF FAIRFIELD ) James A. Parke and Nancy E. Barton, each being duly sworn, respectively deposes and says: that the said James A. Parke is the Senior Vice President - Finance and that the said Nancy E. Barton is the Secretary of General Electric Capital Corporation, the corporation executing the foregoing instrument; that each of them has read the same and that the statements contained therein are true and they have been authorized to execute and file the foregoing Certificate of Amendment by resolution of the Board of Directors adopted at a meeting duly called and held on the 22nd day of July, 1998. /s/ James A. Parke James A. Parke Senior Vice President - Finance /s/ Nancy E. Barton Nancy E. Barton Secretary Subscribed and sworn to before me this 22nd day of July, 1998 /s/ Joyce M. Gindra Notary Public EX-99 3 1 February 4, 1999 Mr. Denis J. Nayden Chief Executive Officer and President General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Dear Denis: We understand that General Electric Capital Corporation ("GE Capital") has raised and expects to continue to raise equity capital needed in its business through the issuance from time to time of one or more series of its shares of Variable Cumulative Preferred Stock, par value $100 per share. We further understand that the right of GE Capital, under the terms of such preferred stock, to retire the same by redemption may raise concerns with regard to the maintenance by GE Capital of an adequate equity level, particularly in circumstances where the debt-to-equity ratio of GE Capital would after such a redemption exceed 8 to 1, excluding from equity all net unrealized gains and losses on investment securities. In order to alleviate possible concerns stemming from GE Capital's right to redeem such preferred stock, General Electric Company agrees as follows: If upon giving effect to any redemption of GE Capital's Variable Cumulative Preferred Stock the ratio of debt to equity of GE Capital is greater than 8 to 1, General Electric Company will replace such redeemed preferred stock with another form of equity to the extent necessary to reduce the GE Capital debt-to-equity ratio to 8 to 1. This letter supplements my letter to you dated September 26, 1996 with respect to 23,000 shares of Variable Cumulative Preferred Stock. Very truly yours, GENERAL ELECTRIC COMPANY /s/ Dennis D. Dammerman Dennis D. Dammerman -----END PRIVACY-ENHANCED MESSAGE-----