-----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, JtD4AXTeOs1HqwuujxyqMc/8gG4acdhwidG1hW5odzrLzq4g2JcEQD94b/NA/11t nHCNxhJpP6y/tKIAFhFRcg== 0000909518-01-500169.txt : 20010704 0000909518-01-500169.hdr.sgml : 20010704 ACCESSION NUMBER: 0000909518-01-500169 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010703 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: 333-59977 FILM NUMBER: 1674860 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 gecc-3.txt As filed with the Securities and Exchange Commission on July 3, 2001 Post-Effective Amendment No. 2 to File No. 333-59977 Post-Effective Amendment No. 3 to File No. 33-43420 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------- POST-EFFECTIVE AMENDMENT NO. 3 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) Delaware 13-1500700 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) General Electric Capital Corporation 260 Long Ridge Road Stamford, Connecticut 06927 (Address of Principal Executive Offices) David Russell Counsel 260 Long Ridge Road Stamford, Connecticut 06927 (203) 357-4000 (Name and Address of Agent for Service) (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 registration statement. 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, as amended, 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(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] THE REGISTRANT HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. EXPLANATORY NOTE Reincorporation in Delaware At 10:00 am EDT on July 2, 2001, General Electric Capital Corporation, a corporation organized under Article XII of the New York Banking Law ("GE Capital-NY"), reincorporated as a Delaware business corporation (the "Reincorporation"). The Reincorporation was effected by means of the merger (the "Merger") of GE Capital-NY with and into a newly-formed corporation organized under the Delaware General Corporation Law ("GE Capital-DE"). GE Capital-DE was the surviving corporation in the Merger and upon the consummation of the Merger, changed its name to "General Electric Capital Corporation." As a result of the Merger, GE Capital-DE succeeded to and assumed all rights and obligations of GE Capital-NY, and immediately after the Merger GE Capital-DE had substantially the same assets and liabilities as GE Capital-NY had immediately prior to the Merger. The directors and officers of GE Capital-NY immediately prior to the Merger became the directors and officers of GE Capital-DE upon consummation of the Merger. Immediately following the Reincorporation, all of the outstanding common stock of GE Capital-DE continued to be owned by General Electric Capital Services, Inc., a Delaware corporation ("GECS") (which previously held all of the outstanding common stock of GE Capital-NY). Each share of preferred stock of GE Capital-NY outstanding immediately prior to the Reincorporation was converted (pursuant to the Merger) into one share of preferred stock of GE Capital-DE having substantially the same designations, rights, powers and preferences of the preferred stock of GE Capital-NY so converted. Upon consummation of the Merger, GE Capital-DE has succeeded to GE Capital-NY's reporting obligations under Sections 13(a) and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). POST-EFFECTIVE AMENDMENT This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by GE Capital-DE, as successor to GE Capital-NY. GE Capital-DE hereby expressly adopts the Registration Statement, as amended, on Form S-3 (File Nos. 33-59977 and 33-43420) (the "Registration Statements") as its own Registration Statements for all purposes of the Securities Act and the Exchange Act. The information contained in this Post-Effective Amendment No. 2 to File No. 33-59977 and Post-Effective Amendment No. 3 to File No. 33-43420 to the Registration Statements sets forth the additional information necessary to reflect any material changes made in connection with or resulting from the Reincorporation, or necessary to keep the Registration Statements, identified above, from being misleading in any material respect. Item 16. Exhibits
Incorporated by Reference Exhibit Number to Filings Indicated Description - -------------- -------------------- ----------- 1(a) Exhibit 1 to the Company's Distribution Agreement dated Registration Statement on Form February 1, 1992 between General S-3 (No. 333-59977). Electric Capital Corporation and GECC Capital Markets Group, Inc. 1(b) Exhibit 1(b) to the Company's Letter Agreement between General Post-Effective Amendment No. 1 to Electric Capital Corporation and Registration Statement on Form GECC Capital Markets Group, Inc. S-3 (No. 333-59977) . dated as of January 25, 2001. 4(a) Exhibit 4 to the Company's Form of Indenture dated as of Registration Statement on Form October 1, 1991 between the S-3 (No. 33-43420). Company and Mercantile-Safe Deposit and Trust Company, as Trustee. 4(b) Exhibit 4(b) to the Company's First Supplemental Indenture Registration Statement on Form dated as of May 11, 1994 to the S-3 (No. 333-59977). Indenture dated as of October 1, 1991 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee. 4(c) Exhibit 4(c) to the Company's Second Supplemental Indenture Registration Statement on Form dated as of August 15, 1996 to S-3 (No. 333-59977) the Indenture dated as of October 1, 1991 between the Company and The Chase Manhattan Bank, as successor trustee. 4(d) Exhibit 4(d) to the Company's First Amended and Restated Post-Effective Amendment No. 1 to Indenture dated as of January 25, Registration Statement on Form 2001 between the Company and The S-3 (No. 333-59977). Chase Manhattan Bank, as successor trustee.
Incorporated by Reference Exhibit Number to Filings Indicated Description - -------------- -------------------- ----------- 4(e) First Supplemental Indenture dated as of the effective time and date of the Merger (as defined therein), to the First Amended and Restated Indenture dated as of January 25, 2001, among the Company, GECS Merger Sub, Inc., and The Chase Manhattan Bank. 5 Exhibit 5 to the Company's Opinion and consent of Glenn J. Post-Effective Amendment No. 1 to Goggins, Associate General Registration Statement on Form Counsel -Treasury Operation and S-3 (No. 333-59977). Assistant Secretary of the Company. 12 Exhibit 12 to the Company's Computation of ratio of earnings Quarterly Report on Form 10-Q for to fixed charges the quarter ended September 30, 2000 (No. 1-6461) 23 Exhibit 23 to the Company's Consent of KPMG LLP. Consent of Post-Effective Amendment No. 1 to Glenn J. Goggins. Registration Statement on Form S-3 (No. 333-59977). 24 Exhibit 24 to the Company's Power of Attorney Registration Statement on Form S-3 (No. 333-59977) 25 Exhibit 25 to the Company's Form T-1 Statement of Eligibility Post-Effective Amendment No. 1 to and Qualification under the Trust Registration Statement on Form Indenture Act of 1939 of The S-3 (No. 333-59977). Chase Manhattan Bank, in respect of the Indenture filed as Exhibit 4(d)
4 SIGNATURES Pursuant to the requirements of the Securities Act, 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 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 29th day of June, 2001. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ James A. Parke -------------------------------------- James A. Parke (Vice Chairman and Chief Financial Officer) 5 Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 3 to the Registration Statements has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date *DENIS J. NAYDEN Chairman, Chief Executive Officer and - ------------------------------ Director (Denis J. Nayden) Vice Chairman, Chief Financial /s/ James A. Parke+ Officer and Director (Principal - ------------------------------ Financial Officer) (James A. Parke) *JEFFREY S. WERNER - ------------------------------ Senior Vice President-Corporate (Jeffrey S. Werner) Treasury and Global Funding Operation *NANCY E. BARTON - ------------------------------ Director Nancy E. Barton - ------------------------------ Director (Francis S. Blake) *JAMES R. BUNT - ------------------------------ Director (James R. Bunt) - ------------------------------ Director (David L. Calhoun) - ------------------------------ Director (Dennis D. Dammerman) - ------------------------------ Director (Scott C. Donnelly)
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Signature Title Date *MICHAEL D. FRAIZER - ------------------------------ Director (Michael D. Fraizer) - ------------------------------ Director (Benjamin W. Heineman, Jr.) *JEFFREY R. IMMELT - ------------------------------ Director (Jeffrey R. Immelt) *JOHN H. MYERS - ------------------------------ Director (John H. Myers) *MICHAEL A. NEAL - ------------------------------ Director (Michael A. Neal) *RONALD R. PRESSMAN - ------------------------------ Director (Ronald R. Pressman) *GARY M. REINER - ------------------------------ Director (Gary M. Reiner) *JOHN M. SAMUELS - ------------------------------ Director (John M. Samuels) *KEITH S. SHERIN - ------------------------------ Director (Keith S. Sherin) *EDWARD D. STEWART - ------------------------------ Director (Edward D. Stewart)
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Signature Title Date March 22, 2001 - ------------------------------ Director (John F. Welch, Jr.) *WILLIAM A. WOODBURN March 22, 2001 - ------------------------------ Director (William A. Woodburn) *JOAN C. AMBLE March 22, 2001 - ------------------------------ Vice President and Controller (Joan C. Amble) (Principal Accounting Officer) March 22, 2001 By /s/ James A. Parke+ -------------------------- (James A. Parke) Attorney-in-fact
8 EX-4 2 gecc3-ex4e.txt Exhibit 4(e) FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE TO THE FIRST AMENDED AND RESTATED INDENTURE (this "Agreement") dated as of the effective time and date of the Merger (defined below), is made among GENERAL ELECTRIC CAPITAL CORPORATION, a New York investment company (the "Company"), GECS MERGER SUB, INC., a Delaware corporation (the "Successor Corporation"), and THE CHASE MANHATTAN BANK, a corporation duly organized and existing under the laws of the State of New York (the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee the Indenture dated as of October 1, 1991, between the Company and Mercantile-Safe Deposit and Trust Company, as it has been supplemented from time to time by (a) the First Supplemental Indenture dated as of May 11, 1994, between the Company and Mercantile-Safe Deposit and Trust Company; (b) the Instrument of Resignation, Appointment and Acceptance dated as of May 15, 1995, among the Company, The Bank of New York and the Trustee, as successor trustee; and (c) the Second Supplemental Indenture dated as of August 15, 1996, between the Company and the Trustee (as supplemented, the "Original Indenture"), pursuant to which the Securities have been issued; WHEREAS, the Original Indenture was amended and restated by the First Amended and Restated Indenture dated as of January 25, 2001, between the Company and the Trustee (as amended and restated, the "Indenture"). All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture; WHEREAS, the Company has proposed to reincorporate in the State of Delaware by merging (the "Merger") with and into the Successor Corporation, which will continue as the surviving corporation under the name "General Electric Capital Corporation"; WHEREAS, Section 10.01(a) of the Indenture provides that the Company and the Trustee may enter into a supplemental indenture without the consent of the Securityholders in order to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven of the Indenture; WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Agreement to amend and supplement the Indenture and has requested that the Trustee join in the execution of this Agreement; and WHEREAS, all things necessary to make this Agreement a valid agreement of the Company, the Successor Corporation and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Successor Corporation and the Trustee hereby agree as follows: SECTION 1. Assumption. (a) Pursuant to Section 11.01 of the Indenture, the Successor Corporation, as the surviving corporation of the Merger, hereby, as of the effective time and date of the Merger and subject to the effectiveness thereof, expressly assumes the due and punctual payment of the principal of and interest on all the Securities and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company. (b) Pursuant to Section 11.03 of the Indenture, as of the effective time and date of the Merger and subject to the effectiveness thereof, the Successor Corporation shall succeed to and be substituted for the Company with the same effect as if it had been named therein as the Company, and the Company shall be relieved of any further obligation under the Indenture and under the Securities. SECTION 2. Representation and Warranties. Immediately after the effective time of the Merger, the Successor Corporation will not be in default in the performance of any covenant or condition of 2 the Indenture assumed by the Successor Corporation in Section 1 hereof. SECTION 3. Incorporation of Indenture. All the provisions of this Agreement shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Agreement, shall be read, taken and construed as one and the same instrument. SECTION 4. Headings. The headings of the Sections of this Agreement are inserted for convenience of information and reference and shall not be deemed to be a part thereof. SECTION 5. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State. SECTION 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION 7. Regarding the Trustee. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this Agreement, other than that the Trustee, as evidenced by its execution hereof, agrees that this Agreement is satisfactory evidence to the Trustee of the Successor Corporation's assumption of the Company's obligations as set forth herein, and the Trustee and each of the Securityholders shall be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities of the Trustee and each of the Securityholders provided for in the Indenture. SECTION 8. Notices. For purposes of Section 14.03 of the Indenture, the address of the Successor Corporation is: 260 Long Ridge Road Stamford, Connecticut 06927 United States of America Attention: Senior Vice President-Corporate Treasury and Global Funding Operation Facsimile: 203-357-4975 Telephone: 203-357-4000 SECTION 9. Notice of Merger. The Successor Corporation shall give the Trustee prompt notice of the effectiveness of the Merger. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the effective time and date of the Merger. GENERAL ELECTRIC CAPITAL CORPORATION, a New York investment company By: /s/ Jeffrey S. Werner -------------------------------------------- Jeffrey S. Werner Senior Vice President - Corporate Treasury and Global Funding Operation GECS MERGER SUB, INC., a Delaware corporation By: /s/ Jeffrey S. Werner -------------------------------------------- Jeffrey S. Werner Senior Vice President - Corporate Treasury and Global Funding Operation THE CHASE MANHATTAN BANK, a New York corporation, as trustee By: /s/ James P. Freeman ------------------------------------------- Name: James P. Freeman Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----