FORM S-3
As filed with the Securities and Exchange Commission on
July 17, 2006
Registration
No. 333-
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
General Electric Capital Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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13-1500700 |
(State of incorporation)
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(IRS Employer Identification Number) |
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-4000
(Address, including zip code, and telephone number, including
area code,
of registrants principal executive offices)
Alan M. Green, Esq.
General Counsel, Corporate Treasury
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.
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, 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 filed as a post-effective amendment filed
pursuant to Rule 462(c) 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 registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. [X]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b), check the following
box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class |
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Amount to be registered/ |
Of Securities to be Registered |
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Proposed maximum offering price per unit/ |
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Proposed maximum offering price/ |
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Amount of registration fee(1) |
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Variable Denomination Floating Rate
Demand Notes |
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$12,000,000,000 |
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(1) |
This registration statement covers all investments in the Notes
up to $150 billion, with fees based on the net aggregate
principal amount of Notes outstanding from this offering not
exceeding $12 billion at a particular time. Registration
fees for up to $12 billion net aggregate principal amount
of Notes were paid previously by the Registrant in connection
with the Registration Statement Nos.
333-118974,
333-59977 and
33-43420, each
previously filed by the Registrant on
Form S-3 and
declared effective and deregistered hereby. Pursuant to
Rule 457(p) under the Securities Act of 1933, these fees
are being carried forward and, accordingly, no filing fee is
paid herewith with respect to $12 billion aggregate initial
offering price of securities. |
PROSPECTUS
General Electric Capital Corporation
Variable Denomination Floating
Rate Demand Notes
General Electric Capital Corporation may offer from time to time
Variable Denomination Floating Rate Demand Notes (the
Notes).
We will provide specific terms of these securities in
supplements to this prospectus. The securities may be offered
separately or together in any combination and as separate
series. You should read this prospectus and any prospectus
supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
We may sell these securities on a continuous or delayed basis
directly to purchasers, through agents, dealers or underwriters
as designated from time to time, or through a combination of
these methods. If any agents, dealers or underwriters are
involved in the sale of any securities, the applicable
prospectus supplement will set forth any applicable commissions
or discounts.
RISK FACTORS
Investing in our securities involves risks. You should
carefully consider the risks described under Risk
Factors in item 1A of our Annual Report on
Form 10-K for the
year ended December 31, 2005 (which description is
incorporated by reference herein), as well as the other
information contained or incorporated by reference in this
prospectus or in any prospectus supplement hereto before making
a decision to invest in our securities. See Where You Can
Get More Information On GE Capital below.
References in this prospectus to GE Capital,
we, us and our are to
General Electric Capital Corporation.
The date of this prospectus is July 17, 2006.
WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL
GE Capital files annual, quarterly and current reports and other
information with the SEC. Our SEC filings are available to the
public from the SECs web site at http://www.sec.gov. You
may also read and copy any document we file at the SECs
public reference room in Washington D.C. located at
100 F Street, N.E., Washington D.C. 20549. Please call
the SEC at
1-800-SEC-0330 for
further information on the public reference room. Information on
us, including our SEC filings, is also available at our Internet
site at http://www.ge.com. However, the information on our
Internet site is not a part of this prospectus or any prospectus
supplement.
The SEC allows us to incorporate by reference into
this prospectus the information in other 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 information that we file later with the SEC will
automatically update and supersede information contained in
documents filed earlier with the SEC or contained in this
prospectus. We incorporate by reference in this prospectus the
documents listed below and any future filings that we make with
the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering under this prospectus; provided,
however, that we are not incorporating, in each case, any
documents or information deemed to have been furnished and not
filed in accordance with SEC rules:
(i) GE Capitals Annual Report on
Form 10-K for the
year ended December 31, 2005; and
(ii) GE Capitals Quarterly Report on
Form 10-Q for the
quarter ended March 31, 2006.
You may request a copy of these filings at no cost. Requests
should be directed to David P. Russell, Senior Counsel,
Corporate Treasury and Assistant Secretary, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford,
Connecticut 06927, Telephone No.
(203) 357-4000.
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. On July 2, 2001, we changed our state of
incorporation to Delaware. All of our outstanding common stock
is owned by General Electric Capital Services, Inc., formerly
General Electric Financial Services, Inc., the common stock of
which is in turn wholly owned directly or indirectly by General
Electric Company (GE Company). Financing and
services offered by us are diversified, a significant change
from the original business of GE Capital, which was
financing distribution and sale of consumer and other
GE Company products. Currently, GE Company
manufactures few of the products financed by us.
2
We operate in four of GE Companys operating segments:
GE Commercial Finance, GE Consumer Finance, GE Industrial
and GE Infrastructure. These operations are subject to a variety
of regulations in their respective jurisdictions.
Our services are offered primarily within North America, Europe
and Asia. GE Capitals principal executive offices are
at 260 Long Ridge Road, Stamford, Connecticut
06927-1600 (telephone
number
(203) 357-4000).
At December 31, 2005, our employment totaled approximately
77,500.
Consolidated Ratio of Earnings to Fixed Charges
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Year Ended December 31, |
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Three Months |
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Ended |
2001 |
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2002 |
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2003 |
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2004 |
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2005 |
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March 31, 2006 |
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1.56
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1.62 |
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1.71 |
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1.82 |
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1.66 |
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1.63 |
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Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
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Year Ended December 31, |
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Three Months |
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Ended |
2001 |
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2002 |
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2003 |
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2004 |
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2005 |
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March 31, 2006 |
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1.55
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1.61 |
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1.71 |
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1.81 |
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1.66 |
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1.63 |
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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 reasonable
approximation of the interest factor of such rentals.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be added to the
general funds of GE Capital and will be available for
financing our operations.
CERTAIN TERMS OF THE NOTES
Indenture
The Notes are issued under an Amended and Restated Indenture
dated as of January 25, 2001, between GE Capital and
JPMorgan Chase Bank, N.A. The statements under this heading are
subject to the detailed provisions of the Indenture, a copy of
which is an exhibit to the Registration Statements filed with
the SEC covering the offering of Notes. Wherever particular
provisions of the Indenture or terms defined therein are
referred to, such provisions or definitions are incorporated by
reference as a part of the statements made and the statements
are qualified in their entirety by such reference.
3
Agent Bank and Servicing Agent
We have engaged Union Federal Bank of Indianapolis to process
funds receipts and disbursements and related services. We refer
to Union Federal Bank of Indianapolis as the Agent
Bank in this prospectus. We have also engaged Open
Solutions, Inc. to perform recordkeeping, investor servicing and
other services in connection with the Notes. We refer to Open
Solutions, Inc. as the Servicing Agent in this
prospectus. For these services, we pay the Agent Bank and the
Servicing Agent an administrative fee.
General
The Notes are issuable in any amount and will mature on demand
by you. GE Interest Plus and GE Interest Plus For Businesses
constitute the same series of debt securities for all purposes
of the Indenture. The Notes are unsecured and rank equally and
ratably with all other unsecured and unsubordinated indebtedness
of GE Capital. GE Capital has outstanding
approximately $343 billion in senior, unsecured debt
obligations as of March 31, 2006, that rank equally with
the Notes. GE Capital has not issued any secured debt or
securities that have priority over the Notes. Neither the
Indenture, nor any other instrument to which GE Capital is
a party, limits the principal amount of the Notes or any other
indebtedness of GE Capital that may be issued. The Notes
will not be subject to any sinking fund. The Notes will be
issued in uncertificated form and you will not receive any
certificate or other instrument evidencing the Notes other than
the confirmation of your initial investment and periodic
statements sent to you. All funds invested in Notes, together
with interest accrued thereon, and redemptions, if any, will be
recorded on a register maintained by the Servicing Agent.
Modification of the Indenture
The Indenture permits us and the trustee for the Notes, with the
consent of the holders of not less than
662/3
% in aggregate principal amount of the Notes at the time
outstanding:
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to add any provisions to or change in any manner or eliminate
any of the provisions of the Indenture, or |
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to modify in any manner the rights of the holders of Notes. |
However, the Indenture provides that, unless each holder agrees,
we cannot:
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change the character of the Notes from being payable upon demand, |
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reduce the principal amount of any Note, or |
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reduce the
662/3
percentage of the aggregate principal amount of
Notes needed to make any addition or modification. |
4
Events of Default
An event of default with respect to the Notes is defined in the
Indenture as being:
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default for 20 days in payment of any principal or interest
on any Note which is not due to administrative error. An
administrative error shall not be considered an event of default
unless such error shall have continued uncorrected for a period
of 30 days after written notice to the Agent Bank and the
trustee for the Notes (with a copy to GE Capital). The trustee
for the Notes will be the sole judge of whether an
administrative error has been corrected; |
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default for 60 days after written notice to GE Capital
in the performance of any other covenant with respect to the
Notes; or |
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certain events of bankruptcy, insolvency or reorganization. |
Each year, the Indenture requires us to file with the trustee
for the Notes a written statement as to the presence or absence
of certain defaults under the Indenture. The trustee for the
Notes shall, within 90 days after the occurrence of a
default in respect of the Notes, give to the holders thereof
notice of all uncured and unwaived defaults known to it (the
term default to mean the events specified above without grace
periods). The trustee for the Notes shall be protected in
withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of
the Notes except in the case of default in the payment of
principal or interest on any of the Notes. The Indenture
provides that during the continuance of an event of default,
either the trustee for the Notes or the holders of 25% in
aggregate principal amount of the outstanding Notes may declare
the principal of all such Notes to be due and payable
immediately. However, under certain conditions such declaration
may be annulled by the holders of a majority in principal amount
of such Notes then outstanding. The holders of a majority in
principal amount of Notes then outstanding may also waive on
behalf of all holders past defaults with respect to the Notes
except, unless previously cured, a default in payment of
principal of or interest on any of the Notes.
Concerning the Trustee
The trustee for the Notes acts as trustee under several other
indentures with GE Capital, pursuant to which a number of
series of senior, unsecured notes of GE Capital are
presently outstanding.
Termination, Suspension or Modification
We expect that you will be able to invest in the Notes
indefinitely, but we reserve the right at any time to suspend or
terminate the Notes offering entirely, or from time to time to
modify the procedures for investing in or redeeming the Notes in
part. We also reserve the right to modify, suspend or terminate
particular investment options and redemption methods. Written
notice of
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any material modification, suspension or termination will be
provided to you at least fifteen calendar days prior to the
effective date.
GE Interest Plus Committee
The GE Interest Plus Committee consists of officers of GE
Capital designated by our Board of Directors. The Committee has
the full power and authority to amend procedures and options for
investing in and redeeming the Notes as described above under
Termination, Suspension, or Modification. The
Committee may also interpret applicable provisions, adopt rules
and regulations and make certain determinations regarding the
Notes. The members of the Committee are our Senior Vice
President, Corporate Treasury and Global Funding Operation and
two of our Vice Presidents and Assistant Treasurers. Alternate
members of the Committee may also serve from time to time.
Members of the Committee receive no additional compensation for
Committee services.
Taxes
Payments of interest on the Notes will be taxable in the year in
which such interest is accrued or received (in accordance with
the holders method of tax accounting), regardless of
whether such interest is reinvested. No part of such interest is
excludible from taxable income. Backup withholding and
information reporting requirements may apply to certain
non-corporate U.S. holders. The interest income also may be
subject to taxation by some state and local governments. Holders
of Notes that are not corporations will receive a statement from
the Servicing Agent each year that states the full amount
reported to the Internal Revenue Service as taxable income.
The U.S. Federal income tax discussion set forth above is
included for general information only and may not be applicable
depending upon a holders particular situation. Holders
should consult their own tax advisors with respect to the tax
consequences to them of the ownership and disposition of the
Notes, including the tax consequences under state, local,
foreign and other tax laws and the possible effects of changes
in federal or other tax laws.
PLAN OF DISTRIBUTION
The Notes are offered in the United States only, on a continuing
basis through GE Capital Markets, Inc., a wholly owned
subsidiary of GE Capital, acting as agent. No commissions
will be paid to such agent for any sales of the Notes. We will
pay the agents expenses incurred in connection with the
offering of the Notes. GE Capital Markets, Inc. may be
deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended (the Securities
Act). We have agreed to indemnify the agent against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments that they may be required to
make in connection with such indemnification. We also may from
time to time designate other agents through whom Notes may be
offered.
6
The Notes are being offered only to persons or businesses whose
registered addresses are in the United States. If at any time
your registered address is outside of the United States, we may
redeem all of your Notes. We reserve the right to withdraw,
cancel or modify the offer to sell Notes at any time. We have
the sole right to accept offers to purchase Notes and may reject
any proposed purchase of Notes in whole, or in part.
NASD Regulations
GE Capital Markets, Inc. is an affiliate of GE Capital
and participates as an agent in the distribution of the
securities issued pursuant to this prospectus. Rule 2720 of
the Conduct Rules of the National Association of Securities
Dealers, Inc. imposes certain requirements when a NASD member
such as GE Capital Markets, Inc. distributes an affiliated
companys securities. As a result, we will conduct any
offering in which GE Capital Markets, Inc. acts as agent in
compliance with the applicable requirements of Rule 2720.
The maximum compensation we will pay to underwriters in
connection with any offering of the securities will not exceed
8% of the maximum proceeds of such offering.
LEGAL OPINION
David P. Russell, Senior Counsel, Corporate Treasury and
Assistant Secretary of GE Capital will provide an opinion for us
regarding the validity of the Notes. Mr. Russell
beneficially owns or has rights to acquire an aggregate of less
than 0.01% of GE Companys common stock.
EXPERTS
The consolidated financial statements and schedule of GE Capital
as of December 31, 2005 and 2004, and for each of the years
in the three-year period ended December 31, 2005, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2005
incorporated herein by reference from GE Capitals
Annual Report on
Form 10-K for the
year ended December 31, 2005 have been so incorporated by
reference herein in reliance upon the report dated
February 10, 2006, also incorporated by reference herein,
of KPMG LLP, an independent registered public accounting
firm, and upon the authority of said firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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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:
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Accounting fees and expenses
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$ |
15,000 |
* |
NASD Rule 2720 filing and counsel fees
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80,000 |
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Trustee and Paying Agent Fees and expenses (including counsel
fees)
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50,000 |
* |
Blue Sky filing and counsel fees
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5,000 |
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Printing and engraving fees
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80,000 |
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Rating Agency fees
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75,000 |
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Miscellaneous
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5,000 |
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Total
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310,000 |
* |
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Estimated, and subject to future contingencies. |
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Item 15. |
Indemnification of Directors and Officers. |
Section 145 of the General Corporation Law of the State of
Delaware provides that in certain circumstances a corporation
may indemnify any person against the expenses, (including
attorneys fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in
connection with any action, suit or proceeding by reason of
being or having been directors, officers, employees or agents of
the corporation or serving or having served at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture or other
enterprise, if such person shall have acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to criminal
proceedings had no reasonable cause to believe such conduct was
unlawful, except that if such action, suit or proceeding shall
be by and in the right of the corporation no such
indemnification shall be provided as to any claim, issue or
matter as to which such person shall have been judged to have
been liable to the corporation, unless and to the extent that
the Court of Chancery of the State of Delaware or any other
court in which the suit was brought shall determine upon
application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity. A
corporation shall be required to indemnify against expenses
(including attorneys fees), actually and reasonably
incurred, any director or officer who successfully defends any
such actions. The foregoing statements are subject to the
detailed provisions of Section 145 of the General
Corporation Law of the State of Delaware.
II-1
The By-Laws of GECC provide that each person who at any time is
or shall have been a director or officer of GECC or is a legal
representative of such director or officer, or is or shall have
been serving at the request of GECC as a director, officer,
employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise or
nonprofit entity, who is or is threatened to be made a party or
is otherwise involved in any action, suit or proceeding shall be
held harmless to the fullest extent permitted by applicable law
and shall be indemnified by GECC for expenses (including
attorneys fees) such person incurred in their defense in
such proceedings as permitted by applicable law. The By-Laws of
GECC also permit the indemnification of any other person not an
officer or director of GECC that may be indemnified under
applicable law.
GECC is or will be a party to one or more underwriting or
placement agreements with respect to debt securities issued
under this prospectus which include provisions regarding the
indemnification of GECC and its officers and directors by one or
more underwriters or dealers against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended.
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.
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Exhibit |
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Number |
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Incorporated by Reference to Filings Indicated |
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Description |
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1(a)
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Amended and Restated Distribution Agreement dated as of
July 17, 2006 between GECC and GE Capital Markets, Inc. |
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4(a)
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Exhibit 4(d) to GECCs Post-Effective Amendment
No. 1 to Registration Statement on Form S-3
(No. 333-59977). |
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First Amended and Restated Indenture dated as of
January 25, 2001 between GECC and JPMorgan Chase Bank,
N.A., as successor trustee. |
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5
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Opinion and consent of David P. Russell, Senior Counsel,
Corporate Treasury and Assistant Secretary of GECC. |
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12
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Exhibit 12 to GECCs Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006 (File
No. 1-6461). |
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Computation of ratio of earnings to fixed charges |
II-2
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Exhibit |
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Number |
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Incorporated by Reference to Filings Indicated |
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Description |
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23
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Consent of KPMG LLP. Consent of David P. Russell is included in
his opinion referred to in Exhibit 5 above. |
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Power of Attorney. |
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Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of JPMorgan Chase Bank, N.A., in respect of the
First Amended and Restated Indenture previously filed as
Exhibit 4(d). |
II-3
(a) 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;
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; 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),(ii) and (iii) do not apply if
the registration statement is on
Form S-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission 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, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of 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 the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which the prospectus relates, and the offering of
such
II-4
securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however,
that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date;
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the
undersigned registrant or its securities provided by or on
behalf of an undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities
Exchange Act that is incorporated by reference in this
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.
(c) 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-5
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
July, 2006.
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General Electric Capital
Corporation
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By |
/s/ Kathryn A. Cassidy
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Kathryn A. Cassidy |
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(Senior Vice PresidentCorporate |
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Treasury and Global Funding Operation) |
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.
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Signature |
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Title |
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Date |
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* JEFFREY R. IMMELT
(Jeffrey R. Immelt) |
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Chief Executive Officer and Director
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* KEITH S. SHERIN
(Keith S. Sherin) |
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Chief Financial Officer and Director (Principal Financial
Officer)
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/s/ KATHRYN A. CASSIDY
(Kathryn A. Cassidy) |
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Senior Vice President Corporate Treasury and Global
Funding Operation and Director
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* CHARLES E. ALEXANDER
(Charles E. Alexander) |
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Director
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(Jeffrey
S. Bornstein) |
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Director
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July 17, 2006 |
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* DAVID L. CALHOUN
(David L. Calhoun) |
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Director
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* JAMES A. COLICA
(James A. Colica) |
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Director
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* PAMELA DALEY
(Pamela Daley) |
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Director
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Signature |
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Title |
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Date |
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* BRACKETT B. DENNISTON
(Brackett B. Denniston) |
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Director
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* JOHN H. MYERS
(John H. Myers) |
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Director
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* MICHAEL A. NEAL
(Michael A. Neal) |
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Director
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* DAVID R. NISSEN
(David R. Nissen) |
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Director
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(Ronald
R. Pressman) |
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Director
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July 17, 2006 |
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(Deborah
M. Reif) |
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Director
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* JOHN G. RICE
(John G. Rice) |
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Director
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* JOHN M. SAMUELS
(John M. Samuels) |
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Director
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* ROBERT C. WRIGHT
(Robert C. Wright) |
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Director
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* PHILIP D. AMEEN
(Philip D. Ameen) |
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Senior Vice President and Controller (Principal Accounting
Officer)
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By: |
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/s/ KATHRYN A. CASSIDY
(Kathryn A. Cassidy) |
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* AS ATTORNEY-IN FACT FOR THE INDIVIDUALS NOTED ABOVE WITH
AN ASTERISK REPRESENTING A MAJORITY OF THE BOARD OF DIRECTORS |
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