-----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, UUdxMtSLVr8xL0CdzO1h/cr+CL411FzvWVkz3ZJejSpF2WKt7ryns+Pze4XBMAJl kRHNoj4z5Yy1feflqP6x0w== 0000950130-99-005328.txt : 19990920 0000950130-99-005328.hdr.sgml : 19990920 ACCESSION NUMBER: 0000950130-99-005328 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 REFERENCES 429: 333-76479 FILED AS OF DATE: 19990917 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: S-3 SEC ACT: SEC FILE NUMBER: 333-87367 FILM NUMBER: 99713623 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 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on September 17, 1999 Post-Effective Amendment No. 2 to Registration Statement No. 333-76479 File No. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- Form S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1993 ---------------- 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 Registration Statement as determined by market conditions. ---------------- .1 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(c) 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. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] ---------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed maximum aggregate Amount of Title of each class of offering registration securities to be registered price(1)(2)(3) fee(4) - -------------------------------------------------------------------------------- Debt Securities, Debt Warrants, Preferred Stock.... $10 billion $2,780,000
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Or, if any Debt Securities are issued (i) with an initial offering price denominated in a foreign currency or a unit of two or more currencies, such amount as shall result in an aggregate initial offering price equivalent to $10 billion or (ii) at an original issue discount, such greater amount as shall result in an aggregate initial offering price of $10 billion. (2) Estimated solely for the purpose of determining the registration fee. (3) Warrants may be offered and sold entitling the holder to purchase any of the Debt Securities. Pursuant to Rule 457(g), no registration fee is attributable to the Warrants registered hereby. (4) Pursuant to Rule 429 of the Securities Act of 1933, the amount of registration fees does not include $6,702,600,650 previously paid to the Commission relating to $1,863,323 aggregate principal amount of debt securities, warrants and preferred stock previously registered pursuant to Registration Statement No. 333-76479, which remained unissued as of the close of business on September 16, 1999. ---------------- Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included in this Registration Statement will also be used in connection with the issuance of debt securities and warrants registered pursuant to Registration Statements No. 333-76479 previously filed by the Registrant on Form S-3 and declared effective on April 28, 1999. The Registrant hereby amends 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion PROSPECTUS General Electric Capital Corporation Debt Securities Warrants to Purchase Debt Securities Preferred Stock General Electric Capital Corporation may offer from time to time: . senior, unsecured debt securities, . warrants to purchase any of the debt securities, . variable cumulative preferred stock, par value $100 per share, which may be issued in the form of depositary shares evidenced by depository receipts and . preferred stock, par value $.01 per share, which may be issued in the form of depositary shares evidenced by depository receipts. We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest. ------------- These securities have not been approved by the SEC or any State securities commission, nor have these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. ------------- September , 1999 You should rely only on the information incorporated by reference or provided in this prospectus and the prospectus supplement. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or the prospectus supplement is accurate as of any date other than the date on the front of the document. References in this prospectus to "GECC", "we", "us" and "our" are to General Electric Capital Corporation. ---------------- WHERE YOU CAN GET MORE INFORMATION ON GECC GECC files annual, quarterly and current reports with the SEC. You may obtain any document we file with the SEC at the SEC's Public Reference Rooms in Washington, D.C., Chicago, Illinois and New York, New York. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also accessible through the Internet at the SEC's Web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed: (i) GECC's Annual Report on Form 10-K for the year ended December 31, 1998; and (ii) GECC's Quarterly Reports on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999. You may request a copy of these filings at no cost. Requests should be directed to Glenn J. Goggins, Associate General Counsel--Treasury Operations and Assistant Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone No. (203) 357-4000. 2 THE COMPANY General Electric Capital Corporation was incorporated in 1943 in the State of New York, under the provisions of the New York Banking Law relating to investment companies , as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, our name was General Electric Credit Corporation. All of our outstanding common stock is owned by General Electric Capital Services, Inc. ("GE Capital Services") formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly owned by General Electric Company ("GE Company"). Our business originally related principally to financing the distribution and sale of consumer and other products of GE Company. Currently, however, the types and brands of products we finance and the services we offer are significantly more diversified. Very few of the products we finance are manufactured by GE Company. We operate in five operating segments: consumer services, equipment management, mid-market financing, specialized financing and specialty insurance. Our operations are subject to a variety of regulations in their respective jurisdictions. We offer our services primarily throughout the United States, Canada, Europe and the Pacific Basin. GECC's principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number (203) 357- 4000). At December 31, 1998, GECC employed approximately 82,600 persons. Consolidated Ratio of Earnings to Fixed Charges
Year Ended December 31, Six Months -------------------------------------------------------------- Ended June 26, 1994 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- -------------- 1.63 1.51 1.53 1.48 1.50 1.58 Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends Year Ended December 31, Six Months -------------------------------------------------------------- Ended June 26, 1994 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- -------------- 1.62 1.49 1.51 1.46 1.48 1.56
For purposes of computing the consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, earnings consist of net earnings adjusted for the provision for income taxes, minority interest, interest capitalized (net of amortization) and fixed charges. Fixed charges consist of interest on all indebtedness and one-third of rentals, which we believe is a responsible approximation of the interest factor of such rentals. USE OF PROCEEDS Unless otherwise specified in the prospectus supplement accompanying this prospectus, we will add the net proceeds from the sale of the securities to which this prospectus and the prospectus supplement relate to our general funds which we will use for financing our operations. We can conduct additional financings at any time. 3 PLAN OF DISTRIBUTION We may sell our securities through agents, underwriters, dealers or directly to purchasers. We may designate agents to solicit offers to purchase our securities. . We will name any agent involved in offering or selling our securities, and any commissions that we will pay to the agent, in our prospectus supplement. . Unless we indicate otherwise in our prospectus supplement, our agents will act on a best efforts basis for the period of their appointment. . Our agents may be deemed to be underwriters under the Securities Act of 1933 of any of our securities that they offer or sell. We may use an underwriter or underwriters in the offer or sale of our securities. . If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of our securities. . We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in our prospectus supplement. . The underwriters will use our prospectus supplement to sell our securities. We may use a dealer to sell our securities. . If we use a dealer, we, as principal, will sell our securities to the dealer. . The dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities. . We will include the name of the dealer and the terms of our transactions with the dealer in our prospectus supplement. We may solicit directly offers to purchase our securities, and we may directly sell our securities to institutional or other investors. We will describe the terms of our direct sales in our prospectus supplement. We may indemnify agents, underwriters, and dealers against certain liabilities, including liabilities under the Securities Act of 1933. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business. We may authorize our agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts. . If we used delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts. . These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement. . We will indicate in our prospectus supplement, the commission that underwriters and agents soliciting purchases of our securities under delayed contracts will be entitled to receive. 4 GE Capital Services, which owns all of the outstanding common stock of GECC, currently owns through subsidiaries (including GECC) approximately 21.62% of the issued and outstanding common stock of PaineWebber Group Inc. In addition, GECC owns redeemable preferred stock of PaineWebber. PaineWebber may participate in offerings of our securities. GECC Capital Markets Group, Inc. is one of GECC's subsidiaries and may also participate in offerings of our securities. As a result, we will conduct any offering of securities in which PaineWebber Incorporated, a subsidiary of PaineWebber, or GECC Capital Markets Group, Inc. participates in compliance with the applicable provisions of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. Under this rule, no underwriter or dealer may confirm sales of securities to accounts over which they exercise discretionary authority. SECURITIES OFFERED Using this prospectus, we may offer debt securities, variable cumulative preferred stock, preferred stock or warrants to purchase debt securities. We registered these securities with the SEC using a "shelf" registration statement. This "shelf" registration statement allows us to offer any combination of these securities. Each time we offer securities, we must provide a prospectus supplement that describes the specific terms of the securities. The prospectus supplement may also provide new information or update the information in the prospectus. DESCRIPTION OF DEBT SECURITIES General The description below of the general terms of the debt securities will be supplemented by the more specific terms in the prospectus supplement. We will issue the debt securities under one or more separate indentures between us and a banking institution organized under the laws of the United States or a state (each a "Trustee"). None of the indentures limits the amount of debt securities or other unsecured, senior debt which we may issue. In addition to the following description of the debt securities, you should refer to the detailed provisions of each indenture, copies of which are filed as exhibits to the registration statement. The prospectus supplement will specify the following terms of such issue of debt securities: . the designation, the aggregate principal amount and the authorized denominations if other than $1,000 and integral multiples of $1,000; . the percentage of their principal amount at which the debt securities will be issued; . the date or dates on which the debt securities will mature; . the currency, currencies or currency units in which we will make payments on the debt securities will be payable; . the rate or rates at which the debt securities will bear interest, if any, or the method of determination of such rate or rates; . the date or dates from which such interest, if any, shall accrue, the dates on which such interest, if any, will be payable and the method of determining holders to whom any of the interest shall be payable; . the prices, if any, at which, and the dates at or after which, we may or must repay, repurchase or redeem the debt securities; . the exchanges, if any, on which the debt securities may be listed; 5 . the trustee under the indenture pursuant to which the debt securities are to be issued. (Sections 2.02 and 2.02A. section references refer to the sections in the applicable indenture.); and . any other terms of the debt securities not inconsistent with the provisions of the applicable indenture. Unless otherwise specified in the prospectus supplement, we will compute interest payments on the basis of a 360-day year consisting of twelve 30-day months. (Section 2.10.) The debt securities will be unsecured and will rank equally with all other unsecured and unsubordinated indebtedness of GECC. Some of the debt securities may be issued as discounted debt securities to be sold at a substantial discount below their stated principal amount. The prospectus supplement will contain any Federal income tax consequences and other special considerations applicable to discounted debt securities. The indentures do not contain any provisions that limit: . our ability to incur indebtedness, or . provide protection in the event GE Company, as sole indirect stockholder of GECC, causes GECC to engage in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction. Payment and Transfer We will issue debt securities only as registered securities, which means that the name of the holder will be entered in a register which will be kept by the Trustee or another agent of GECC. Unless we state otherwise in a prospectus supplement, we will make principal and interest payments at the office of the paying agent or agents we name in the prospectus supplement or by mailing a check to you at the address we have for you in the register. Unless we describe other procedures in a prospectus supplement, you will be able to transfer registered debt securities at the office of the transfer agent or agents we name in the prospectus supplement. You may also exchange registered debt securities at the office of the transfer agent for an equal aggregate principal amount of registered debt securities of the same series having the same maturity date, interest rate and other terms as long as the debt securities are issued in authorized denominations. Neither GECC nor the Trustee will impose any service charge for any transfer or exchange of a debt security, however, we may ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of debt securities. Global Notes, Delivery and Form Unless otherwise specified in the prospectus supplement accompanying this prospectus, the debt securities will be issued in the form of one or more fully registered Global Notes that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of the Depository's nominee. The Depository currently limits the maximum denomination of any single Global Note to $200,000,000. Global Notes are not exchangeable for definitive Note certificates except in the specific circumstances described below. For purposes of this Prospectus, "Global Note" refers to the Global Note or Global Notes representing an entire issue of debt securities. Except as set forth below, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. 6 The Depository has advised us as follows: . The Depository is . a limited purpose trust company organized under the laws of the State of New York . a "banking organization" within the meaning of the New York banking law . a member of the Federal Reserve System . a "clearing corporation" within the meaning of the New York Uniform Commercial Code . a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. . The Depository was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book entry changes in accounts of its participants, eliminating the need for physical movements of securities certificates. . The Depository participants include securities brokers and dealers, banks, trust companies, clearing corporations and others, some of whom own The Depository. . Access to the Depository book-entry system is also available to others that clear through or maintain a custodial relationship with a participant, either directly or indirectly. . Where we issue a Global Note in connection with the sale thereof to an underwriter or underwriters, the Depository will immediately credit the accounts of participants designated by such underwriter or underwriters with the principal amount of the debt securities purchased by such underwriter or underwriters, and . ownership of beneficial interests in a Global Note and the transfers of ownership will be effected only through, records maintained by the Depository (with respect to participants), by the participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners). The laws of some states require that certain purchasers of securities take physical delivery in definitive form of securities they purchase. These laws may limit your ability to transfer beneficial interests in a Global Note. So long as a nominee of the Depository is the registered owner of a Global Note, such nominee for all purposes will be considered the sole owner or holder of such debt securities under the indenture. Except as provided below, you will not be entitled to have debt securities registered in your name, will not receive or be entitled to receive physical delivery of debt securities in definitive form, and will not be considered the owners or holders thereof under the indenture. Neither GECC, the Trustee, any paying agent nor any registrar of the debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We will make payment of principal of, and interest on, debt securities represented by a Global Note to the Depository or its nominee, as the case may be, as the registered owner and holder of the Global Note representing those debt securities. The Depository has advised us that upon receipt of any payment of principal of, or interest on, a Global Note, the Depository will immediately credit accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal amount of that Global Note, as shown in the records of the Depository. Standing instructions and customary practices will govern payments by participants to owners of beneficial interests in a Global Note held through those participants, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Those payments will be the sole responsibility of those participants, subject to any statutory or regulatory requirements that may be in effect from time to time. 7 Neither we, the Trustee nor any of our respective agents will be responsible for any aspect of the records of the Depository, any nominee or any participant relating to, or payments made on account of, beneficial interests in a Global Note or for maintaining, supervising or reviewing any of the records of the Depository, any nominee or any participant relating to those beneficial interests. As described above, we will issue debt securities in definitive form in exchange for a Global Note only in the following situations: . if the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by us within 90 days, . if we choose to issue definitive debt securities. In either instance, an owner of a beneficial interest in a Global Note will be entitled to have debt securities equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of debt securities in definitive form. Debt securities in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons. We will maintain in the Borough of Manhattan, The City of New York, one or more offices or agencies where debt securities may be presented for payment and may be transferred or exchanged. You will not be charged a fee for any transfer or exchange of such debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Same-Day Settlement in Respect of Global Notes Global Notes held by the Depository will trade in the Depository's Same-Day Funds Settlement System until maturity and secondary market trading activity in the debt securities will settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on the trading activity in the debt securities. Modification of the Indentures In general, our rights and obligations and the rights of the holders under the indenture may be modified if the holders of not less than 2/3rds in aggregate principal amount of the outstanding debt securities of each series affected by the modification consent to it. However, Section 10.02 of each indenture provides that, unless each affected holder agrees, we cannot . make any adverse change to any payment term of a debt security such as . extending the maturity date . extending the date on which we have to pay interest or make a sinking fund payment . reducing the interest rate . reducing the amount of principal we have to repay . changing the currency in which we have to make any payment of principal premium or interest . modifying any redemption or repurchase right to the detriment of the holder . impairing any right of a holder to bring suit for payment . reduce the percentage of the aggregate principal amount of debt securities needed to make any amendment to the indenture or to waive any covenant or default . waive any past default . make any change to Section 10.02. However, if we and the Trustee agree, we can amend the indenture without notifying any holders or seeking their consent if the amendment does not materially and adversely affect any holder. 8 Events of Default Each indenture defines an Event of Default with respect to any series of debt securities as any of the following: . default in any payment of principal or premium, if any, on any debt security of such series; . default for 30 days in payment of any interest, if any, on any debt security of such series; . default in the making or satisfaction of any sinking fund payment or analogous obligation on the debt securities of such series; . default for 60 days after written notice to GECC in performance of any other covenant in respect of the debt securities of such series contained in such indenture; . a default, as defined, with respect to any other series of debt securities outstanding under the relevant Indenture or as defined in any other indenture or instrument evidencing or under which GECC has outstanding any indebtedness for borrowed money, as a result of which such other series or such other indebtedness of GECC shall have been accelerated and such acceleration shall not have been annulled within 10 days after written notice thereof (provided, that the resulting Event of Default with respect to such series of debt securities may be remedied, cured or waived by the remedying, curing or waiving of such other default under such other series or such other indebtedness); or . certain events in bankruptcy, insolvency or reorganization. (Section 6.01.) Each indenture requires us to deliver to the Trustee annually a written statement as to the presence or absence of certain defaults under the terms thereof. (Section 4.06.) An Event of Default under one series of debt securities does not necessarily constitute an Event of Default under any other series of debt securities. Each Indenture provides that the Trustee may withhold notice to the holders of any series of debt securities issued thereunder of any default if the Trustee considers it in the interest of such Noteholders to do so provided the trustee may not withhold notice of default in the payment of principal, premium, if any, or interest, if any, on any of the debt securities of such series or in the making of any sinking fund instalment or analogous obligation with respect to such series. (Section 6.08). Each indenture provides that if an Event of Default occurs and is continuing with respect to any series of debt securities, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such series may declare the principal, or in the case of discounted debt securities, a portion of the principal amount, of all such debt securities to be due and payable immediately. Under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such debt securities then outstanding. The holders of a majority in principal amount of such debt securities then outstanding may also waive on behalf of all holders past defaults with respect to a particular series of debt securities except, unless previously cured, a default in payment of principal, premium, if any, or interest, if any, on any of the debt securities of such series, or the payment of any sinking fund instalment or analogous obligation on the debt securities of such series (Sections 6.01 and 6.07). Other than the duties of a trustee during a default, the Trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders of debt securities of any series issued thereunder unless such holders shall have offered to the trustee reasonable indemnity. (Sections 7.01 and 7.02). Subject to such indemnification provision, each indenture provides that the holders of a majority in principal amount of the debt securities of any series issued thereunder at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee thereunder, or exercising any trust or power conferred on such Trustee with respect to the debt securities of such series. However, the trustee may decline to act if it has not been offered reasonable indemnity or if it determines that the proceedings so directed would be illegal or involve it in any personal liability. (Section 6.07). 9 Concerning the Trustee The Chase Manhattan Bank, as successor to The Bank of New York, acts as Trustee under (i) an Amended and Restated Indenture with us dated as of February 27, 1997, as supplemented by a Supplemental Indenture with us dated as of May 3, 1999, (ii) an Amended and Restated Indenture with us dated as of February 28, 1997, and (iii) an indenture with us dated as of October 1, 1991, as amended and supplemented. The Chase Manhattan Bank also acts as Trustee under certain other indentures with us. A number of our series of senior, unsecured notes are presently outstanding under each of such indentures. Debt securities may be issued under either of the indentures referred to in clauses (i) and (ii) above. We will describe in the prospectus supplement, any material business and other relationships (including additional trusteeships), other than the trusteeships under the Indentures, between, on the one hand, GECC, GE Company and other affiliates of GE Company and, on the other hand, each Trustee under any indenture. 10 DESCRIPTION OF WARRANTS General We may issue warrants to purchase debt securities either alone or together with debt securities. In addition to this summary, you should refer to the detailed provisions of the specific warrant agreement for complete terms of the warrants and the warrant agreement. Each warrant agreement will be between GECC and a banking institution organized under the laws of the United States or a state. A form of warrant agreement was filed as an exhibit to the Registration Statement. The warrants will be evidenced by warrant certificates. Unless otherwise specified in the prospectus supplement, the warrant certificates may be traded separately from the debt securities, if any, with which the warrant certificates were issued. Warrant certificates may be exchanged for new warrant certificates of different denominations at the office of an agent that we will appoint. Until a warrant is exercised, the holder of a warrant does not have any of the rights of a debtholder and is not entitled to any payments on, any debt securities issuable upon exercise of the warrants. We may issue warrants in one or more series. The prospectus supplement accompanying this prospectus relating to the particular series of warrants, will contain terms of the warrants, including: . the title and the aggregate number of warrants; . the debt securities for which each warrant is exercisable; . the date or dates on which such warrants will expire; . the price or prices at which such warrants are exercisable; . the currency or currencies in which such warrants are exercisable; . the periods during which and places at which such warrants are exercisable; . the terms of any mandatory or optional call provisions; . the price or prices, if any, at which the warrants may be redeemed at the option of the holder or will be redeemed upon expiration; . the identity of the warrant agent; and . the exchanges, if any, on which such warrants may be listed. Exercise of Warrants You may exercise warrants by payment to our warrant agent of the exercise price, in each case in such currency or currencies as are specified in the warrant, and giving your identity and the number of warrants to be exercised. Once you pay our warrant agent and deliver the properly completed and executed warrant certificate to our warrant agent at the specified office, our warrant agent will, as soon as practicable, forward notes to you in authorized denominations. If you exercise less than all of the warrants evidenced by your warrant certificate, you will be issued a new warrant certificate for the remaining amount of warrants. 11 DESCRIPTION OF THE PREFERRED STOCK General Our Board of Directors has authorized the issuance of preferred stock. The terms of the preferred stock will be stated and expressed in a resolution or resolutions to be adopted by our Board of Directors (or any duly authorized committee of the Board of Directors) consistent with our restated organization certificate. The preferred stock, when issued and sold, will be fully paid and non-assessable and will have no pre-emptive rights. As of the date of this Prospectus, our capital stock as authorized by our sole common stockholder consists of: . 3,866,000 shares of Common Stock, par value of $200 per share, . 33,000 shares of Variable Cumulative Preferred Stock, par value $100 per share, and . 750,000 shares of Preferred Stock, par value $.01 per share. In order to distinguish between our two classes of preferred stock, we will refer to the first class of our preferred stock as "Variable Cumulative Preferred Stock" and to the second class as our "second class of preferred stock". When we refer to both classes we use the phrase "preferred stock". 3,837,825 shares of Common Stock and 26,000 shares of Variable Cumulative Preferred Stock are presently outstanding. There are no shares of our second class of preferred stock currently outstanding. Each Series of Variable Cumulative Preferred Stock ranks equally with each other Series of Variable Cumulative Preferred Stock as to dividend and liquidation preference. We will describe the particular terms of any series of preferred stock being offered by use of this prospectus in the prospectus supplement relating to that series of preferred stock. Those terms may include: . the designation, number of shares and stated value per share; . the amount of liquidation preference; . the initial public offering price at which shares of such series of preferred stock will be sold; . the dividend rate or rates (or method of determining the dividend rate); . the dates on which dividends shall be payable, the date from which dividends shall accrue and the record dates for determining the holders entitled to such dividends; . any redemption or sinking fund provisions; . any voting rights; . any conversion or exchange provisions; and . any additional dividend, redemption, liquidation or other preferences or rights and qualifications, limitations or restrictions thereof. If the terms of any series of preferred stock being offered differ from the terms set forth below, we will also disclose those terms in the prospectus supplement relating to that series of preferred stock. In addition to this summary, you should refer to our organization certificate for the complete terms of preferred stock being offered. We will specify the transfer agent, registrar, dividend disbursing agent and redemption agent for each series of preferred stock in the prospectus supplement relating to that series. 12 Dividend Rights If you purchase preferred stock being offered by use of this prospectus, you will be entitled to receive, when, and as declared by our board of directors, cash or other dividends at the rates, or as determined by the method described in, and on the dates set forth in, the prospectus supplement. Dividend rates may be fixed or variable or both. Different series of preferred stock may be entitled to dividends at different dividend rates or based upon different methods of determination. We will pay each dividend to the holders of record as they appear on our stock books on record dates determined by the board of directors. Dividends on any series of the preferred stock may be cumulative or noncumulative, as specified in the prospectus supplement. If the board of directors fails to declare a dividend on any series of preferred stock for which dividends are noncumulative, then your right to receive that dividend will be lost, and we will have no obligation to pay the dividend for that dividend period, whether or not we declare dividends for any future dividend period. Dividends on the shares of preferred stock will accrue from the date on which we initially issue such series of preferred stock or as otherwise set forth in the prospectus supplement relating to such series. The prospectus supplement relating to a series of preferred stock will describe any adjustments to be made, if any, to the dividend rate in the event of certain amendments to the Internal Revenue Code of 1986, as amended, with respect to the dividends-received deduction. In particular, the dividend payment dates on the Variable Cumulative Preferred Stock will be the last day of each dividend period, regardless of its length, and, in the case of dividend periods of more than 99 days, on the following additional dates: . if such Dividend Period is from 100 to 190 days, on the 91st day; . if such Dividend Period is from 191 to 281 days, on the 91st and 182nd days; . if such Dividend Period is from 282 to 364 days, on the 91st, 182nd and 273rd days; and . if such Dividend Period is from two to 30 years, on January 15, April 15, July 15 and October 15 of each year. In the event a dividend payment date falls on day that is not a business day then the dividend payment date shall be the business day next succeeding such date. After the initial dividend period, each subsequent dividend period will begin on a dividend payment date and will end 49 days later. However, we may elect subsequent dividend periods that are longer than 49 days. We will notify you of any such election and follow the procedures that will be set forth in a prospectus supplement for the series of Variable Cumulative Preferred Stock. After the initial dividend period, the dividend rates on the Variable Cumulative Preferred Stock will be determined pursuant to an auction method, subject to any maximum or minimum interest rate, which will be described in the prospectus supplement relating to such series of Variable Cumulative Preferred Stock. The dividend payment dates and the dividend periods with respect to our second class of preferred stock will be described in the prospectus supplement relating to such series of our second class of preferred stock. We may not declare any dividends on any shares of common stock, or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of common stock or make any distribution in respect thereof, whether in cash or property or in obligations or our stock, other than common stock unless . full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of preferred stock and other classes and series of our preferred stock and . we are not in default or in arrears with respect to any sinking or other analogous fund or other agreement for the purchase, redemption or other retirement of any shares of our preferred stock. In the event we have outstanding shares of more than one series of our preferred stock ranking equally as to dividends and dividends on one or more of such series of preferred stock are in arrears, we are required to make dividend payments ratably on all outstanding shares of such preferred stock in proportion to the respective 13 amounts of dividends in arrears on all such preferred stock to the date of such dividend payment. You will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on shares of the preferred stock you own. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. Liquidation Rights In the event of our liquidation, either voluntary or involuntary, dissolution or winding-up, we will be required to pay the liquidation preference specified in the prospectus supplement relating to those shares of preferred stock, plus accrued and unpaid dividends, before we make any payments to holders of our common stock or any other class of our stock ranking junior to that preferred stock. If we do not have sufficient assets to pay the liquidation preference, plus accrued and unpaid dividends, on all classes of preferred stock that rank equally upon liquidation, we will pay holders of the preferred stock proportionately based on the full amount to which they are entitled. Other than their claims to the liquidation preference and accrued and unpaid dividends, holders of preferred stock will have no claim to any of our other remaining assets. Neither the sale of all or substantially all our property or business nor a merger or consolidation by us with any other corporation will be considered a dissolution, liquidation or winding-up of our business or affairs, if that transaction does not impair the voting power, preferences or special rights of the holders of shares of preferred stock. Voting Rights Holders of our common stock are entitled to one vote per share on all matters which arise at any meeting of shareholders. Holders of preferred stock being offered by this prospectus will not be entitled to vote, except as set forth below, in a prospectus supplement or as otherwise required by law. The holders of Variable Cumulative Preferred Stock are not entitled to vote except as required by law or as set forth in a prospectus supplement. However, we may not alter any of the preferences, privileges, voting powers or other restrictions or qualifications of a series of Variable Cumulative Preferred Stock in a manner substantially prejudicial to the holders thereof without the consent of the holders of at least two-thirds of the total number of shares of such series. With respect to our second class of preferred stock, in the event that six quarterly dividends (whether or not consecutive) payable on any series of our second class of preferred stock shall be in arrears, the holders of each series of our second class of preferred stock, voting separately as a class with all other holders of preferred stock with equal voting rights, shall be entitled at our next annual meeting of stockholders (and at each subsequent annual meeting of stockholders), to vote for the election of two of our directors, with the remaining directors to be elected by the holders of shares of any other class or classes or series of stock entitled to vote therefor. Until the arrears in payments of all dividends which permitted the election of such directors shall cease to exist, any director who has been so elected may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the preferred stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. The holders of shares of our second class of preferred stock shall no longer be entitled to vote for directors once the past due dividends have all been paid unless dividends later become in arrears again. Once the past due dividends have all been paid, then the directors elected by the preferred stockholders will no longer be directors. We may not take certain actions without the consent of at least 2/3rds of the shares of our second class of preferred stock, voting together as a single class without regard to series. We need such 2/3rds consent to: . create any class or series of stock with preference as to dividends or distributions of assets over any outstanding series of our second class of preferred stock (other than a series which has no right to object to such creation) or 14 . alter or change the provisions of our organization certificate so as to adversely affect the voting power, preferences or special rights of the holders of shares of our second class of preferred stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of our second class of preferred stock at the time outstanding, consent of the holders of shares entitled to cast at least 2/3rds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of all holders of 2/3rds of our second class of preferred stock at the time outstanding. The prospectus supplement relating to a series of preferred stock will further describe the voting rights, if any, including the number of or proportional votes per share. Redemption The applicable prospectus supplement will indicate whether the series of preferred stock being offered is subject to redemption, in whole or in part, whether at our option or mandatorily or otherwise and whether or not pursuant to a sinking fund. The redemption provisions that may apply to a series of preferred stock being offered, including the redemption dates and the redemption prices for that series will be set forth in the prospectus supplement. If we fail to pay dividends on any series of preferred stock we may not redeem that series in part and we may not purchase or otherwise acquire any shares of such series other than by a purchase or exchange offer made on the same terms to holders of all outstanding shares of such series. We may redeem the shares of any series of Variable Cumulative Preferred Stock out of legally available funds therefore, as a whole or from time to time in part: . on the last day of any dividend period at a redemption price of $100,000 per share, plus accumulated and unpaid dividends to the date fixed for redemption and . in the case of shares of Variable Cumulative Preferred Stock with a dividend period equal to or more than two years, on any dividend payment date for such shares at redemption prices (but not less than $100,000 per share) determined by us prior to the commencement of such dividend period plus accumulated and unpaid dividends to the date set forth for redemption. Conversion Rights No series of preferred stock will be convertible into our common stock. LEGAL OPINIONS Unless otherwise specified in the prospectus supplement accompanying this prospectus, Nancy E. Barton, a director and Senior Vice President, General Counsel and Secretary of GECC or Glenn J. Goggins, Associate General Counsel-- Treasury Operations and Assistant Secretary of GECC will provide an opinion for us regarding the validity of the securities and Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017 will provide an opinion for the underwriters, agents or dealers. Ms. Barton and Mr. Goggins, together with members of their families, own, have options to purchase and have other interests in shares of common stock of GE Company. EXPERTS The audited financial statements incorporated in this prospectus by reference to GECC's Annual Report on Form 10-K for the year ended December 31, 1998 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent certified public accountants, and upon the authority of said firm as experts in accounting and auditing. 15 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are: Filing fee for Registration Statement........................... $2,780,000 Accounting fees and expenses.................................... 53,000* NASD Rule 2720 filing and counsel fees.......................... 40,000 Trustees' and Warrant Agents' fees and expenses (including counsel fees).................................................. 15,000* Blue Sky filing and counsel fees................................ 15,000* Printing and engraving fees..................................... 150,000* Rating Agency fees.............................................. 550,000* Miscellaneous................................................... 1,500* ---------- Total....................................................... $3,604,500 ==========
- -------- * Estimated, and subject to future contingencies. Item 15. Indemnification of Directors and Officers. Under Sections 7018-7022 of the New York Banking Law GECC may or shall, subject to various exceptions and limitations, indemnify its directors or officers as follows: a. If a director or officer is made or threatened to be a party to an action by or in the right of GECC to procure a judgment in its favor, by reason of the fact that he is or was a director or officer of GECC or is or was serving at the request of GECC as a director or officer of some other enterprise (including an employee benefit plan), GECC may indemnify him against amounts paid in settlement and reasonable expenses, including attorney's fees, incurred in the defense or settlement of such action or an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of GECC, except that no indemnification is available under such statutory provisions in respect of a threatened action or a pending action which is settled or otherwise disposed of, or any claim or issue or matter as to which such person is found liable to GECC, unless in each such case a court determines that such person is fairly and reasonably entitled to indemnity for such amount as the court deems proper. b. With respect to any action or proceeding other than one by or in the right of GECC to procure a judgement in its favor, if a director or officer is made or threatened to be made a party by reason of the fact that he was a director or officer of GECC, or served some other enterprise (including an employee benefit plan) at the request of GECC, GECC may indemnify him against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees incurred as a result of such action or proceeding, or an appeal therein, if he acted in good faith for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of GECC and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. c. A director or officer who has been wholly successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in paragraphs a or b above, shall be entitled to indemnification as authorized in such paragraphs. The foregoing statement is subject to the detailed provisions of Sections 7018-7022 of the New York Banking Law. The indemnification and advancement of expenses granted pursuant to the New York Banking Law, as summarized in the foregoing paragraph, are not exclusive of any other rights to indemnification or II-1 advancement of expenses to which a director or officer may be entitled, provided that no indemnification may be made if a judgment adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause so adjudicated, or that he personally gained a financial profit or other advantage to which he was not legally entitled. The By-Laws of GECC provide that directors and officers of GECC shall be indemnified to the fullest extent permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to GECC or to another organization at GECC's request. Persons who are not directors or officers of GECC may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors. Reference is made to Article VI of the Underwriting Agreements filed as Exhibits 1(a), 1(c) and 1(d) hereto for a description of the indemnification arrangements in connection with an underwritten offering of the securities registered hereby. The directors of GECC are insured under officers and directors liability insurance policies purchased by GE Company. The directors, officers and employees of GECC are also insured against fiduciary liabilities under the Employee Retirement Income Security Act of 1974. Item 16. Exhibits.
Exhibit Number Incorporated by Reference to Filings Indicated Description - ------- ---------------------------------------------- ----------- 1(a) --Exhibit 1(a) to the Company's Form of Underwriting Agreement for Registration Statement on Form S-3 Debt Securities. (No. 33-50909). (b) --Exhibit 1(b) to the Company's Post- Amended and Restated U.S. Distribution Effective Amendment No. 1 to Agreement dated as of May 3, 1999 Registration Statement on Form S-3 among the Company and the Dealers (No. 333-76479). party thereto. (c) --Exhibit 1 to the Company's Form of Underwriting Agreement Registration Statement on Form S-3 Preferred Stock. (No. 33-37156). (d) --Exhibit 1(d) to the Company's Form of Underwriting Agreement Registration Statement on Form S-3 Variable Cumulative Preferred Stock. (No. 333-59707). 4(a) --Exhibit 4(a) to the Company's Amended and Restated General Electric Registration Statement on Form S-3 Capital Corporation Standard Global (No. 333-59707). Multiple Series Indenture Provisions dated as of February 27, 1997. (b) --Exhibit 4(b) to the Company's Amended and Restated General Electric Registration Statement on Form S-3 Capital Corporation Standard Multiple- (No. 333-59707). Series Indenture Provisions dated as of February 28, 1997. (c) --Exhibit 4(c) to the Company's Amended and Restated Indenture dated Registration Statement on Form S-3 as of February 27, 1997 between the (No. 333-59707). Company and The Chase Manhattan Bank, as successor trustee. (d) --Exhibit 4(dd) to the Company's Post- First Supplemental Indenture dated as Effective Amendment No. 1 to of May 3, 1999, supplemental to Third Registration Statement on Form S-3 Amended and Restated Indenture dated (No. 333-76479). as of February 27, 1999. (e) --Exhibit 4(d) to the Company's Amended and Restated Indenture dated Registration Statement on Form S-3 as of February 28, 1997 between the (No.333-59707). Company and The Chase Manhattan Bank, as successor trustee.
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Exhibit Number Incorporated by Reference to Filings Indicated Description - ------- ---------------------------------------------- ----------- (f) --Exhibit 4(ee) to the Company's Post Second Amended and Restated Fiscal and Effective Amendment No. 1 to Paying Agency Agreement among the Registration Statement on Form S-3 Company, GE Capital Australia, GE (No. 333-76479). Capital Australia Funding Pty Ltd, GE Capital Finance Australia, General Electric Capital Canada, Inc., GE Capital Canada Funding Company, GE Capital Retailer Financial Services Company and The Chase Manhattan Bank dated as of March 31, 1999. (g) --Exhibit 4(k) to the Company's Form of Warrant Agreement. Registration Statement on Form S-3 (No. 333-18118). (h) --Exhibit 4(f) to the Company's Post- Form of Global Medium-Term Note, Effective Amendment No. 1 to Series A, Fixed Rate Registered Note. Registration Statement on Form S-3 (No. 333-76479). (i) --Exhibit 4(g) to the Company's Post- Form of Global Medium-Term Note, Effective Amendment No. 1 to Series A, Floating Rate Registered Registration Statement on Form S-3 Note. (No. 333-76479). (j) --Exhibit 4(w) to the Company's Form of Global Medium-Term Note, Registration Statement on Form S-3 Series B/C, Fixed Rate Temporary (No. 33-50909). Global Bearer Note. (k) --Exhibit 4(x) to the Company's Form of Global Medium-Term Note, Registration Statement on Form S-3 Series B/C, Floating Rate Temporary (No. 33-50909). Global Bearer Note. (l) --Exhibit 4(y) to the Company's Form of Global Medium-Term Note, Registration Statement on Form S-3 Series B/C, Fixed Rate (No. 33-50909). Bearer/Registered Note. (m) --Exhibit 4(z) to the Company's Form of Global Medium-Term Note, Registration Statement on Form S-3 Series B/C, Floating Rate (No. 33-50909). Bearer/Registered Note. (n) --Exhibit 4(aa) to the Company's Form of Global Medium-Term Note, Registration Statement on Form S-3 Series B/C, Fixed Rate Permanent (No. 33-50909). Global Bearer Note. (o) --Exhibit 4(bb) to the Company's Form of Global Medium-Term Note, Registration Statement on Form S-3 Series B/C, Floating Rate Bearer Note. (No. 33-50909). (p) --Exhibit 4(ff) to the Company's Post- Form of Euro Temporary Global Fixed Effective Amendment No. 1 to Rate Bearer Note. Registration Statement on Form S-3 (No. 333-76479). (q) --Exhibit 4(gg) to the Company's Post- Form of Euro Permanent Global Fixed Effective Amendment No. 1 to Rate Bearer Note. Registration Statement on Form S-3 (No. 333-76479). (r) --Exhibit 4(hh) to the Company's Post- Form of Euro Definitive Global Effective Amendment No. 1 to Floating Rate Bearer Note. Registration Statement on Form S-3 (No. 333-76479).
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Exhibit Number Incorporated by Reference to Filings Indicated Description - ------- ---------------------------------------------- ----------- (s) --Exhibit 4(ii) to the Company's Post- Form of Euro Temporary Global Floating Effective Amendment No. 1 to Rate Bearer Note. Registration Statement on Form S-3 (No. 333-76479). (t) --Exhibit 4(jj) to the Company's Post- Form of Euro Permanent Global Floating Effective Amendment No. 1 to Rate Bearer Note. Registration Statement on Form S-3 (No. 333-76479). (u) --Exhibit 4(kk) to the Company's Post- Form of Euro Definitive Floating Rate Effective Amendment No. 1 to Bearer Note. Registration Statement on Form S-3 (No. 333-76479). (v) --Exhibit 3(i) to the Company's Annual Restated Organization Certificate Report on Form 10-K for the fiscal filed by the Superintendent of Banks year ended December 31, 1993 of the State of New York on November (File No. 1-6461). 28, 1988, as last amended on December 6, 1990. (w) --Exhibit 4(b) to the Company's Certificate of Amendment authorizing Registration Statement on Form S-3 3,500 additional shares of Variable (No. 33-58771). Cumulative Preferred Stock filed by the Superintendent of Banks of the State of New York on April 21, 1995. (x) --Exhibit 4(c) to the Company's Certificate of Amendment specifying Registration Statement on Form S-3 certain terms of the Series O, P and Q (No. 33-61257). Variable Cumulative Preferred Stock filed by the Acting Deputy Superintendent of Banks of the State of New York as of May 11, 1995. (y) --Exhibit 4(d) to the Company's Certificate of Amendment specifying Registration Statement on Form S-3 certain terms of the Series R, S,T, U, (No. 33-61257). V and W Variable Cumulative Preferred Stock filed by the Acting Deputy Superintendent of Banks of the State of New York as of June 28, 1995. (z) --Exhibit 4(e) to the Company's Certificate of Amendment authorizing Registration Statement on Form S-3 4,000 additional shares of Variable (No. 33-61257). Cumulative Preferred Stock filed by the Acting Deputy Superintendent of Banks of the States of New York as of July 17, 1995. (aa) --Exhibit 4(f) to the Company's Certificate of Amendment specifying Registration Statement on Form S-3 certain terms of the Series X, X-1, Y, (No. 333-13195). Y-1 and Z Variable Cumulative Preferred Stock filed by the Acting Deputy Superintendent of Banks of the State of New York as of November 1, 1995.
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Exhibit Number Incorporated by Reference to Filings Indicated Description - ------- ---------------------------------------------- ----------- (bb) --Exhibit 4(f) to the Company's Certificate of Amendment authorizing Registration Statement on Form S-3 5,000 additional shares of Variable (No. 333-13195). Cumulative Preferred Stock and effecting certain other amendments to the Organization Certificate filed by the Deputy Superintendent of Banks of the State of New York as of September 26, 1996. (cc) --Exhibit 4(c) to the Company's Form of Certificate of Amendment Registration Statement on Form S-3 specifying certain terms of each (No. 333-58771). Series of Variable Cumulative Preferred Stock. (dd) --Exhibit 4(f) to the Company's Certificate of Amendment specifying Registration Statement on Form S-3 certain terms of Series AA, BB, CC and (No. 333-13195). DD Variable Cumulative Preferred Stock filed by the Deputy Superintendent of Banks of the State of New York as of December 9, 1997. (ee) --Exhibit 4(f) to the Company's Certificate of Amendment specifying Registration Statement on Form S-3 certain terms of Series EE, FF, GG and (No. 333-13195). HH Variable Cumulative Preferred Stock filed by the Deputy Superintendent of Banks of the State of New York as of December 19, 1997. (ff) --Exhibit 4(f) to the Company's Certificate of Amendment reducing the Registration Statement on Form S-3 authorized number of shares of Series (No. 333-13195). EE, FF, GG and HH Variable Cumulative Preferred Stock filed by the Deputy Superintendent of Banks of the State of New York as of February 17, 1998. (gg) --Exhibit 4(k) to the Company's Post- Certificate of Amendment authorizing Effective Amendment No. 1 to 5,000 additional shares of Variable Registration Statement on Form S-3 Cumulative Preferred Stock and 750,000 (No. 333-59707). shares of Preferred Stock, par value $.01 per share to the Organization Certificate to be filed by the Deputy Superintendent of Banks of New York. (hh) --Exhibit 4(z) to the Company's Form of Certificate of Amendment Registration Statement on Form S-3 specifying certain terms of each (No. 333-59707). Series of Preferred Stock, par value $.01 per share. (ii) --Exhibit 4(l) to the Company's Post- Certificate of Amendment specifying Effective Amendment No. 2 to certain terms of the Series II Registration Statement on Form S-3 Variable Cumulative Preferred Stock (No. 333-59707). filed by the Deputy Superintendent of Banks of the State of New York as of June 24, 1998. (jj) --Exhibit 4(l) to the Company's Post Certificate of Amendment specifying Effective Amendment No., 2 to certain terms of the Series JJ, KK and Registration Statement on Form S-3 LL Variable Cumulative Preferred Stock (No. 333-59707). filed by the Deputy Superintendent of Banks of the State of New York as of February 16, 1999.
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Exhibit Number Incorporated by Reference to Filings Indicated Description - ------- ---------------------------------------------- ----------- (kk) Certificate of Amendment authorizing 5,000 additional shares of Variable Cumulative preferred Stock dated as of April 15, 1999. 5 Opinion and consent of Glenn J. Goggins, Associate General Counsel-- Treasury Operations and Assistant Secretary of the Company. 12 --Exhibit 12 to the Company's Computation of ratio of earnings to Quarterly Report on Form 10-Q for the fixed charges and computation of ratio quarter ended June 26, 1999 (File No. of earnings to fixed charges and 1-6461). preferred stock dividends. 23 Consent of KPMG LLP (contained in Part II of this Registration Statement). Consent of Glenn J. Goggins is included in his opinion referred to in Exhibit 5 above. Consent of James Kalashian, Senior Tax Counsel of the Company. 24 Power of Attorney. 25 T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, in respect of the Amended and Restated Indenture previously filed as Exhibit 4(c) and (d) and the Amended and Restated Indenture previously filed as Exhibit 4(e). 99(a) --Exhibit 28(a) to the Company's Trust Company Agreement. Registration Statement on Form S-3 (No. 33-24667). 99(b) --Exhibit 28(b) to the Company's Amendment to Trust Company Agreement. Registration Statement on Form S-3 (No. 33-37156). 99(c) --Exhibit 28(c) to the Company's Amendment No. 2 to Trust Company Registration Statement on Form S-3 Agreement. (No. 33-37156). 99(d) --Exhibit 99(d) to the Company's Form of Amendment No. 3 to Trust Registration Statement on Form S-3 Company Agreement. (No. 33-58771). 99(e) --Exhibit 28(d) to the Company's Form of Broker-Dealer Agreement. Registration Statement on Form S-3 (No. 33-37156). 99(f) --Exhibit 28(e) to the Company's Form of Letter to the Depository Trust Registration Statement on Form S-3 Company. (No. 33-37156). 99(g) --Exhibit 99(g) to the Company's Post Letter of Vice Chairman of General Effective Amendment No. 1 to the Electric Company to General Electric Company's Registration Statement Capital Corporation, dated February 4, Form S-3 (No. 333-59707). 1999 with respect to replacing redeemed variable cumulative preferred stock with another form of equity in certain circumstances.
II-6 Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-7 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 17th day of September, 1999. General Electric Capital Corporation /s/ James A. Parke By ___________________________________ James A. Parke (Executive Vice President and Chief Financial Officer) Pursuant to the requirements of the Securities Act of 1933, this 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 /s/ James A. Parke Executive Vice - ------------------------------------ President and (James A. Parke) Chief Financial Officer and Director (Principal Financial Officer) * Jeffrey S. Werner Senior Vice - ------------------------------------ President-- (Jeffrey S. Werner) Corporate Treasury and Global Funding Operation September 17, 1999 * N.D.T. Andrews Director - ------------------------------------ (N.D.T. Andrews) * Nancy E. Barton Director - ------------------------------------ (Nancy E. Barton) * James R. Bunt Director - ------------------------------------ (James R. Bunt) * David L. Calhoun Director - ------------------------------------ (David L. Calhoun) * David M. Cote Director - ------------------------------------ (David M. Cote) Director - ------------------------------------ (Dennis D. Dammerman) II-8 Signature Title Date Director - ------------------------------------- (Benjamin W. Heineman, Jr.) 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) September 17, 1999 * Michael A. Neal Director - ------------------------------------- (Michael A. Neal) * 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) * John F. Welch, Jr. Director - ------------------------------------- (John F. Welch, Jr.) * Joan C. Amble Vice President and - ------------------------------------- Controller (Joan C. Amble) (Principal Accounting Officer) /s/ James A. Parke Attorney-in-fact *By _________________________________ (James A. Parke) II-9 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors General Electric Capital Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 of General Electric Capital Corporation of our report dated February 12, 1999 relating to the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 1998 and 1997 and the related statements of earnings, changes in share owners' equity and cash flows for each of the years in the three-year period ended December 31, 1998, and the related schedule, which report appears in the December 31, 1998 annual report on Form 10-K of General Electric Capital Corporation. We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG LLP Stamford, Connecticut September 17, 1999 II-10 EX-4.(KK) 2 CERTIFICATE OF AMENDMENT 1 EXHIBIT 4(kk) 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 Executive Vice President and Chief Financial Officer 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, the 24th day of June, 1998, the 23rd day of July, 1998, and the 16th day of February, 1999. (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 28,000 shares to 33,000 shares, and (b) increase the maximum aggregate redemption price of all shares of all series of Variable Cumulative Preferred Stock from $3,300,000,000 to $3,800,000,000 by substituting in Paragraph Third in both places at which the words "Twenty Eight Thousand (28,000)" appear, the words "Thirty-Three Thousand (33,000)" and by substituting in Part A of Section Eight of Subparagraph (c) of Paragraph Third the words "Three Billion Eight Hundred Million Dollars ($3,800,000,000)" in place of the words "Three Billion Three Hundred Million Dollars ($3,300,000,000)." 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 15th day of April, 1999 and by consent of the sole common stockholder of the corporation. 2 IN WITNESS WHEREOF, this Certificate has been signed this 15th day of April, 1999. /S/James A. Parke --------------------------------- James A. Parke Executive Vice President and Chief Financial Officer /S/Nancy E. Barton --------------------------------- Nancy E. Barton Secretary 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 Executive Vice President and Chief Financial Officer 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 15th day of April, 1999. /S/ James A. Parke --------------------------------- James A. Parke Executive Vice President and Chief Financial Officer /S/ Nancy E. Barton --------------------------------- Nancy E. Barton Secretary Subscribed and sworn to before me this 15th day of April, 1999 /S/ Lisa L. Romans - --------------------------------- Notary Public EX-5 3 OPINION AND CONSENT OF GLENN GOGGINS EXHIBIT 5 --------- September 17, 1999 General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ladies and Gentlemen: I have examined the Registration Statement on Form S-3 being filed by General Electric Capital Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of $10,000,000,000 aggregate principal amount of the Company's debt securities (the "Notes"), warrants to purchase debt securities (the "Warrants"), Variable Cumulative Preferred Stock, par value $100 per share and Preferred Stock, par value $.01 per share (collectively, the "Preferred Stock"). The Notes will be issued from time to time either in whole under one or the other of two amended and restated indentures, or in part under each of such indentures, one of which is dated as of February 27, 1997 between the Company and The Chase Manhattan Bank, as successor trustee, as supplemented through the date hereof, and the other one of which is dated as of February 28, 1997 between the Company and The Chase Manhattan Bank, as successor trustee, as supplemented through the date hereof (each of such indentures, as so supplemented, being herein called an "Indenture" and such indentures being collectively called the "Indentures"). The Warrants to purchase any of the Notes will be issued under one or more warrant agreements between the Company and a banking institution organized under the laws of the United States or one of the states thereof, as Warrant Agent (each a "Warrant Agreement"). The Preferred Stock will be issued in series through underwriters pursuant to one or more underwriting agreements (the "Underwriting Agreement"). In my opinion, when a. the issuance of the Notes and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Notes have been duly executed, authenticated and delivered against payment therefor, b. the issuance of the Warrants and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Warrants have been duly executed, countersigned and delivered against payment therefor, and c. the related Warrant Agreement or Warrant Agreements, as the case may be, under which the Warrants are to be issued have been duly authorized, executed and delivered, d. further action by the Board of Directors or a duly authorized committee thereof, establishing the designation of, and certain other particular terms of, the Preferred Stock of any series and approving the Certificate of Amendment to the Organization Certificate relating to such series, has been taken, e. such Certificate of Amendment has been duly filed by the Superintendent of Banks of the State of New York, and f. the issuance, delivery and payment for the Preferred Stock of such series in the manner contemplated in the relevant Underwriting Agreement; (i) subject to the final terms of the Notes being in compliance with then applicable law, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the related Indenture or Indentures, as the case may be, pursuant to which such Notes were issued, (ii) the Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the related Warrant Agreement or Warrant Agreements, as the case may be, pursuant to which such Warrants were issued, and (iii) the shares of Preferred Stock have been duly authorized by appropriate corporate action and the shares of Preferred Stock of such series will be validly issued, fully paid and non assessable, except in each case as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to myself under the caption "Legal Opinions" in the Registration Statement. Very truly yours, /s/ Glenn J. Goggins Glenn J. Goggins cmb EX-23 4 CONSENT OF KPMG LLP EXHIBIT 23 ---------- CONSENT ------- I hereby consent to the inclusion of my opinion under the caption "United States Tax Considerations" or any similar caption referring to United States taxation and to any reference to me under the caption "Legal Opinions" in any Prospectus Supplement or Pricing Supplement accompanying the Prospectus included in this Registration Statement. /s/ James M. Kalashian James M. Kalashian General Electric Capital Corporation Senior Tax Counsel September 17, 1999 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors and/or officers of General Electric Capital Corporation, a New York corporation (the "Corporation"), hereby constitutes and appoints Dennis D. Dammerman, Denis J. Nayden, James A. Parke, Jeffrey S. Werner and Nancy E. Barton, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to execute in the name of each such person and to file (i) a Registration Statement of the Corporation on Form S-3 under the Securities Act of 1933 with respect to $10,000,000,000 aggregate amount of the Corporation's debt securities, warrants and preferred stock, and (ii) any and all amendments and post-effective amendments to such Registration Statement as such person or persons executing the same pursuant to this Power of Attorney may approve. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney. IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 17th day of September, 1999. /s/ Denis J. Nayden - -------------------------------------- Denis J. Nayden Chief Executive Officer, President and Director (Principal Executive Officer) /s/ James A. Parke /s/ Joan C. Amble - -------------------------------------- -------------------------------------- James A. Parke Joan C. Amble Executive Vice President and Chief Vice President and Controller Financial Officer and Director (Principal Accounting Officer) (Principal Financial Officer) /s/ Jeffrey S. Werner /s/ Nigel D.T. Andrews - -------------------------------------- -------------------------------------- Jeffrey S. Werner Nigel D.T. Andrews Senior Vice President - Corporate Director Treasury and Global Funding Operation /s/ Nancy E. Barton /s/ James R. Bunt - -------------------------------------- -------------------------------------- Nancy E. Barton James R. Bunt Director Director /s/ David L. Calhoun /s/ David M. Cote - -------------------------------------- -------------------------------------- David L. Calhoun David M. Cote Director Director - -------------------------------------- -------------------------------------- Dennis D. Dammerman Benjamin W. Heineman, Jr. Director Director /s/ W. James McNerney, Jr. - -------------------------------------- -------------------------------------- Jeffrey R. Immelt W. James McNerney, Jr. Director Director /s/ John H. Myers /s/ Robert L. Nardelli - -------------------------------------- -------------------------------------- John H. Myers Robert L. Nardelli Director Director /s/ Michael A. Neal /s/ Gary M. Reiner - -------------------------------------- -------------------------------------- Michael A. Neal Gary M. Reiner Director Director /s/ John M. Samuels /s/ Keith S. Sherin - -------------------------------------- -------------------------------------- John M. Samuels Keith S. Sherin Director Director /s/ Edward D. Stewart /s/ John F. Welch, Jr. - -------------------------------------- -------------------------------------- Edward D. Stewart John F. Welch, Jr. Director Director EX-25 6 FORM T-1 ___________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ___________________________________________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ________________________________________ THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) _____________________________________________ GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of obligor as specified in its charter) New York 13-1500700 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 260 Long Ridge Road Stamford, Connecticut 06927 (Address of principal executive offices) (Zip Code) ------------------------------------------ Debt Securities (Title of the indenture securities) --------------------------------------------------- -2- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 3 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76439, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33- 50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 14th day of September, 1999. THE CHASE MANHATTAN BANK By /s/ James P. Freeman -------------------- James P. Freeman Vice President Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1999, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin................................ $ 13,119 Interest-bearing balances........................ 6,761 Securities:........................................ Held to maturity securities........................ 892 Available for sale securities...................... 42,965 Federal funds sold and securities purchased under agreements to resell............................. 32,277 Loans and lease financing receivables: Loans and leases, net of unearned income $130,602 Less: Allowance for loan and lease losses 2,551 Less: Allocated transfer risk reserve..... 0 -------- Loans and leases, net of unearned income, allowance, and reserve........................... 128,051 Trading Assets..................................... 41,426 Premises and fixed assets (including capitalized leases).......................................... 3,190 Other real estate owned............................ 28 Investments in unconsolidated subsidiaries and associated companies............................. 182 Customers' liability to this bank on acceptances outstanding...................................... 901 Intangible assets.................................. 2,010 Other assets....................................... 14,567 -------- TOTAL ASSETS....................................... $286,369 ========
- 4 - LIABILITIES
Deposits In domestic offices................................ $101,979 Noninterest-bearing........................ $42,241 Interest-bearing........................... 59,738 ------- In foreign offices, Edge and Agreement subsidiaries and IBF's............................. 76,395 Noninterest-bearing ....................... $ 4,645 Interest-bearing........................... 71,750 Federal funds purchased and securities sold under agreements to repurchase............................ 36,604 Demand notes issued to the U.S. Treasury............. 1,001 Trading liabilities.................................. 30,287 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less...... 3,606 With a remaining maturity of more than one year through three years.............................. 14 With a remaining maturity of more than three years. 91 Bank's liability on acceptances executed and outstanding........................................ 901 Subordinated notes and debentures.................... 5,427 Other liabilities.................................... 11,247 TOTAL LIABILITIES.................................... 267,552 -------- EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock......................................... 1,211 Surplus (exclude all surplus related to preferred stock)............................................. 11,016 Undivided profits and capital reserves............... 7,317 Net unrealized holding gains (losses) on available-for-sale securities .................... (743) Accumulated net gains (losses) on cash flow hedges... 0 Cumulative foreign currency translation adjustments.. 16 TOTAL EQUITY CAPITAL................................. 18,817 -------- TOTAL LIABILITIES AND EQUITY CAPITAL................. $286,369 ========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) WILLIAM B. HARRISON, JR. ) DIRECTORS FRANK A. BENNACK, JR. ) -5- -----END PRIVACY-ENHANCED MESSAGE-----