PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
$8,000,000,000
VARIABLE DENOMINATION FLOATING
RATE DEMAND NOTES
The GE Interest Plus Program ("the Program") is designed to provide you with a
convenient means of investing funds directly with General Electric Capital
Corporation ("GE Capital").
o The Notes will pay interest above the average rate of taxable U.S. money
market funds. The Notes will be similar in yield and legal obligation to
our commercial paper, which is available only in large denominations to
investors that are generally excluded from the Program.
o You may have us repay your Notes at any time.
o Investments in Notes will be represented by a Program Account established
for you by the agent bank appointed by us. The Notes will not be
represented by a certificate or any other instrument evidencing our
indebtedness.
Some important warnings you should consider:
o We reserve the right to modify, withdraw, or cancel the offer made by this
prospectus at any time.
o An Account is NOT equivalent to a deposit or other bank account and is NOT
subject to the protection of the Federal Deposit Insurance Corporation or
any other insurance.
o The Program is not subject to the requirements of the Investment Company
Act of 1940 (including diversification of investments) or the Employee
Retirement Income Security Act of 1974.
o All investments in the Notes are obligations of GE Capital and are NOT
obligations of or guaranteed by General Electric Company, the Agent Bank or
any other company.
o The weekly interest rate paid on investments in the Notes may not provide a
basis for comparison with other investments which use a different method of
calculating a variable yield or which pay a fixed yield for a stated period
of time.
For information regarding the GE Interest Plus Program,
please call 1-800-433-4480.
--------------------------------------------------------------------------------
Please read this prospectus carefully and retain for future reference.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
The Notes are offered through The date of this Prospectus is November 25, 2002
GECC CAPITAL MARKETS GROUP,INC.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED IN THIS PROSPECTUS OR
INCORPORATED BY REFERENCE. 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. THE INFORMATION IN THIS PROSPECTUS IS
ACCURATE AS OF THE DATE SHOWN ON THE FRONT.
REFERENCES IN THIS PROSPECTUS TO "GE CAPITAL","WE","US" AND "OUR" ARE TO GENERAL
ELECTRIC CAPITAL CORPORATION. REFERENCES TO "AGENT BANK" ARE TO UNION FEDERAL
BANK OF INDIANAPOLIS.
WHERE YOU CAN GET MORE
INFORMATION ON GE CAPITAL
GE Capital files annual and quarterly and current reports with the SEC. You may
read and copy any document we file with the SEC at the SEC's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C., 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. 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: GE Capital's Annual Report on Form 10-K for the year ended December
31, 2001; GE Capital's Quarterly Report on Form 10-Q for the quarters ended
March 30, 2002, June 29, 2002 and September 28, 2002.
To obtain a copy of any or all of these filings at no cost, you may go to our
website: www.ge.com/company/investor/index.htm or write to us at: GE Interest
Plus, c/o GE Asset Management Services, 201 Merritt 7, Norwalk, CT 06859.
THE GE INTEREST PLUS PROGRAM
INTEREST
The principal amount of each Note will be equal to all investments made in the
Notes by you, plus accrued and reinvested interest, less any redemptions and
fees. The Notes will have no stated maturity and will earn interest at floating
rates, to be determined by the GE Interest Plus Committee each week, to be
effective the following week. The rate of interest on the Notes will always be
greater than the most recent seven- day average yield (non-compounded) for
taxable money market funds in the United States as published in Money Fund
Report(TM)(*)a service of iMoneyNet, Inc. (formerly IBC's Money Fund Report).
Rates vary by account balance or other factors as determined by the GE Interest
Plus Committee. Interest on the Notes will accrue daily. The rate of interest
paid for any period on
(*) Money Fund Report is a registered trademark of iMoneyNet, Inc. and is
published weekly. Money Fund Report states that the yield information obtained
from the money market funds is screened by the publisher, but no guarantee of
the accuracy of the information contained therein is made by iMoneyNet, Inc.
2
the Notes is not an indication or representation of future rates. Accrued
interest will be credited and automatically reinvested in additional Notes
monthly and will begin to accrue interest on the first day following the date of
such reinvestment. If in any week the Money Fund Report(TM), a service of
iMoneyNet, Inc. is not available or publication of such seven-day average yield
is suspended, the seven-day average yield at such time shall be an approximately
equivalent rate determined by the GE Interest Plus Committee.
FEES
There are no Account maintenance fees or charges for check redemptions, no sales
loads, and no charges for investing or for ongoing management. There are fees
for checks returned for insufficient funds, wire redemptions, stop payment
requests and other unusual services, which will be directly debited from your
account.
ACCOUNT INFORMATION
You will receive regular statements showing a summary of all transactions made
in your Account, interest credited to your Account, opening and closing
balances, and other important information. Redemption checks on which payment
has been made will not be returned to you, but the check number, date of payment
and the amount of each check will be indicated on your statement.
AGENT BANK AND SERVICING AGENT
We have engaged Union Federal Bank of Indianapolis to process funds receipts and
disbursements and related services under the Program. We refer to Union Federal
Bank of Indianapolis as the "Agent Bank" in this prospectus. We have also
engaged BISYS, Inc. to perform recordkeeping, investor servicing and other
services under the Program. We refer to BISYS, Inc. as the "Servicing Agent."
For these services, we pay the Agent Bank and the Servicing Agent an
administrative fee.
HOW TO INVEST
To open an Account, complete an application and enclose a check for your initial
investment (or, if applicable, a GE payroll deduction card). The minimum initial
investment is $500, or $250 if you enroll in the "Auto Invest" service. If your
Account falls below these minimum investment levels, we reserve the right to
redeem your Account balance, return the proceeds to you and close your Account.
After your Account is opened, you may purchase additional Notes at any time,
without charge, by any of the following methods:
BY QUICK INVEST. If you indicated on your application that you wish to
participate in the "Quick Invest" service, you may instruct the Servicing Agent
by telephone at any time during regular business hours to withdraw any amount of
funds (minimum $25) from your pre-designated bank account and credit the funds
to your Account through ACH transfer. To set up "Quick Invest," you must have
provided us with a voided blank check to verify your checking account. Your
investment will be credited and interest will begin to accrue on the same day
the money is transferred to your Account. Investments made by ACH cannot be
redeemed until the later of (1)
3
three business days after the electronic transfer is first credited to your
Account or (2) when the electronic transfer clears.
BY AUTO INVEST (Automatic monthly investment from a bank account). You may
withdraw a fixed amount from your checking account on a monthly basis through an
electronic automated clearinghouse (ACH) transfer (minimum $25) and credit the
funds to your account. To set up "Auto Invest," you must provide us with a
voided blank check to verify your checking account. Your investment will be
credited and interest will begin to accrue on the same day the money is
transferred to your account. Investments made by ACH cannot be redeemed until
the later of (1) three business days after the electronic transfer is first
credited to your Account or (2) when the electronic transfer clears.
BY CHECK MAILED TO AGENT BANK. Mail your investment to: GE Interest Plus, P.O.
Box 6293, Indianapolis, Indiana 46206-6293. Your investment will be credited and
interest will begin to accrue on the first business day that the Agent Bank's
processing unit receives your check provided that the check is received prior to
3:00 p.m. Eastern Time. Investments made by check cannot be redeemed until the
later of (1) twelve business days after the check is first credited to your
Account or (2) when the check clears. Third party checks, foreign checks, credit
card checks, cash and traveler's checks are not acceptable.
BY WIRE TRANSFER. Wire funds to GE Interest Plus, Union Federal Bank,
Indianapolis, IN, ABA No. 274070442. Include your name and account number in the
wire instruction. Your money will be credited to your GE Interest Plus Account
and you will begin earning interest on the same business day the wire is
received. Investment made by wire transfer can be redeemed one business day
after the date of credit.
BY DIRECT INVESTMENT OF YOUR PAYROLL,PENSION OR SOCIAL SECURITY CHECK. You may
instruct your employer or the Social Security Administration, as appropriate, to
invest your entire payroll, pension or social security check directly in your
account. Your investment will begin to accrue interest on the day it is
transferred to your Account. Investments made in this manner can be redeemed one
business day after the date of credit.
BY PAYROLL DEDUCTION. General Electric Company, its subsidiaries, and certain
other companies allow employees to have a fixed amount deducted from each
paycheck (minimum $25) and invested in a GE Interest Plus Account. (GE employees
who open an Account and elect payroll deduction do not need to make any initial
investment). Your investment will begin to accrue interest on the business day
it is transferred to your Account. Investments made by Payroll Deduction can be
redeemed one business day after the date of credit.
All investments must be made in U.S. dollars drawn on a U.S. bank. You may
change or terminate your investments by payroll deduction or other automatic
investment at any time.
How To Redeem
You may redeem any part of your Account at any time as described below. Interest
on redeemed investments will accrue to, but not including, the
4
date of redemption. You may close your account only by use of the written
redemption option described below. Checks will be mailed to you automatically
shortly after you open your Account.
REDEMPTION BY CHECK. You may make redemption checks payable to anyone in the
amount of $250 or more. If the amount of the redemption check is less than $250,
the check will be honored, but a fee of $10 will be debited from your Account by
the Agent Bank. If the amount of the redemption check is greater than the
balance of the cleared funds in your Account, the check will not be honored and
your Account will be charged a returned check fee, in an amount periodically
determined by the GE Interest Plus Committee (currently $20). Generally, your
redemption will be made on the day the Agent Bank's processing unit receives
your redemption check for payment. Even if your Account is held jointly with
someone else, only one signature will be required on a redemption check unless
you have otherwise specified. The check redemption feature does not create a
deposit or a banking relationship with the Agent Bank, GE Capital or General
Electric Company.
WRITTEN REDEMPTION. You may redeem any part of your Account (subject to a $250
minimum), or all of your Account, by written request, including the signatures
of all registered owners (including joint owners) of the Account. A check,
payable to the registered owners, for the requested amount (or in an amount
equal to the balance of your Account if the Account is being closed) will be
mailed to the registered Account address.
WIRE REDEMPTION. You can redeem any part of your Account, subject to a $2,500
minimum, by wire transfer if you have pre-authorized the wire redemption option.
Wire redemption proceeds can only be wired to the U.S. bank account you have
designated on your application. To change this designation, a written request
signed by all registered owners of the account, with all signatures guaranteed
by a financial institution that is a member of the Securities Transfer Agents
Medallion Program ("STAMP"), for example, a brokerage firm, commercial bank or
other financial institution, must be submitted to the Agent Bank. Funds will be
wired no later than the next business day after receipt of your wire redemption
request, provided your request is received by 2:00 p.m. Eastern Time on any
business day. If your designated bank is not a member of the Federal Reserve
system, there may be a delay in wiring funds. Each wire transfer will incur a
processing charge of $15 from the Agent Bank, and may also incur an additional
charge from your bank or financial institution. The Agent Bank's records of the
wire instructions are binding.
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
the Program as described under "Termination, Suspension, or Modification." The
Committee may also interpret Program provisions, adopt Program rules and
regulations and make certain determinations regarding the Program. The members
of the Committee are our Vice Chairman and Chief Financial Officer, Senior Vice
President,
5
Corporate Treasury and Global Funding Operation and one of our Presidents.
Alternate members of the Committee may also serve from time to time. Members of
the Committee receive no additional compensation for Committee services.
TERMINATION,SUSPENSION OR MODIFICATION
We expect that the Program will continue indefinitely, but we reserve the right
at any time to suspend or terminate the Program entirely, or from time to time
to modify the Program in part. We also reserve the right to modify, suspend or
terminate any of the investment options and redemption options described above.
Written notice of any material modification, suspension or termination will be
provided to you at least fifteen days prior to the effective date. See "Certain
Terms of the Notes--Modification of the Indenture."
TAXES
Interest on the Notes will be taxable as ordinary income for Federal income tax
purposes. No part of the taxable interest is excludable from taxable income.
State and local income taxes and related reporting may also apply. You should
consult your own tax advisor with respect to tax consequences which may be
applicable to your particular situation. The Program is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
GE CAPITAL
GE Capital was incorporated in 1943 in the State of New York, under the
provisions of the New York Banking Law relating to investment companies. All of
our outstanding common stock is owned by General Electric Capital Services,
Inc., which is in turn wholly-owned, directly or indirectly, by General Electric
Company. On July 2, 2001, GE Capital changed its state of incorporation from New
York to Delaware. We operate in four separate businesses: GE Commercial Finance,
GEInsurance, GEConsumer Finance and GE Equipment Management. GE Capital's
principal executive offices are located at 260 Long Ridge Road, Stamford, CT
06927, telephone number (203) 357-4000.
CONSOLIDATED RATIO OF EARNINGS TO
FIXED CHARGES OF GE CAPITAL
SIX
YEAR ENDED DECEMBER 31, MONTHS ENDED
1997 1998 1999 2000 2001 JUNE 29,2002
---- ---- ---- ---- ---- ------------
1.48 1.50 1.60 1.52 1.72 1.61
For purposes of computing the consolidated ratio of earnings to fixed charges,
earnings consist of net earnings adjusted for the provision for income taxes,
minority interest and fixed charges. Fixed charges consist of interest and
discount 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.
6
CERTAIN TERMS OF THE NOTES
The Notes are issued under an Indenture dated as of October 1, 1991, as amended
between GE Capital and J.P. Morgan Chase Bank (formerly known as The Chase
Manhattan Bank), as successor trustee. 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.
GENERAL
The Notes are issuable in any amount and will mature on demand by you. The Notes
are unsecured and rank equally and ratably with all other unsecured and
unsubordinated indebtedness of GE Capital. 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 Account opening confirmation 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.
OPTIONAL REDEMPTION BY GE CAPITAL
We may redeem, at any time at our option, all or any part of the Notes. Any
partial redemption of Notes will be effected by lot, or pro rata, or by any
other method that is deemed fair and appropriate by the trustee for the Notes,
except that we may redeem all of the Notes held in an Account not meeting
guidelines established by the GE Interest Plus Committee. We will give at least
30 days prior written notice to you if we decide to redeem your Note. The Note
(or portion thereof) being so redeemed, plus accrued and unpaid interest thereon
to, but not including, the date of redemption, will be paid by check to the
registered holder of the Note. Interest on the redeemed amount shall cease to
accrue on and after the effective date of redemption.
MODIFICATION OF THE INDENTURE
The Indenture permits us and the trustee for the Notes, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the Notes at
the time outstanding:
o to add any provisions to or change in any manner or eliminate any of the
provisions of the Indenture, or
o to modify in any manner the rights of the holders of Notes.
However, the Indenture provides that, unless each holder agrees, we cannot:
o change the character of the Notes from being payable upon demand,
o reduce the principal amount of any Note, or
7
o reduce the 66 2/3 percentage of the aggregate principal amount of Notes
needed to make any addition or modification.
EVENTS OF DEFAULT
An event of default with respect to the Notes is defined in the Indenture as
being:
o 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 to be the sole judge of whether an administrative error has been
corrected;
o default for 60 days after written notice to GE Capital in the performance
of any other covenant with respect to the Notes; or
o 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.
PLAN OF DISTRIBUTION
The Notes are offered in the United States only, on a continuing basis through
GECC Capital Markets Group, Inc., a wholly owned subsidiary of GE Capital,
acting as agent. The offering is being made pursuant to the requirements of Rule
2720 of the Conduct Rules of the National Association of Securities Dealers,
Inc. No commissions will be paid to such agent for any sales resulting from its
efforts. We also may from time to time designate other agents through whom Notes
may be offered. 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
8
to purchase Notes and may reject any proposed purchase of Notes in whole, or in
part.
LEGAL OPINION
The legality of the Notes has been passed upon for GE Capital by the Associate
General Counsel- Treasury Operation and Assistant Secretary of GE Capital.
EXPERTS
The audited financial statements incorporated in this prospectus by reference to
GE Capital's Annual Report on Form 10-K for the year ended December 31, 2001
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.
9
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. WE ARE NOT MAKING AN OFFER OF THESE NOTES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. THE INFORMATION IN THIS DOCUMENT IS
CURRENT ONLY AS OF THE DATE OF THIS DOCUMENT, REGARDLESS OF THE TIME OF DELIVERY
OF THIS DOCUMENT OR ANY SALE OF THE NOTES.
TABLE OF CONTENTS
PAGE
----
Where you can get more
Information on GE Capital.................................................... 2
The GE Interest Plus Program................................................. 2
GE Capital................................................................... 6
Use of Proceeds.............................................................. 6
Certain Terms of the Notes................................................... 7
Plan of Distribution......................................................... 8
Legal Opinion................................................................ 9
Experts.......................................................................9
GE INTEREST PLUS
GENERAL ELECTRIC
CAPITAL CORPORATION
$8,000,000,000
VARIABLE DENOMINATION
FLOATING
RATE DEMAND NOTES
[GE CAPITAL LOGO] GE CAPITAL
----------------------
For information concerning GE Interest Plus write to:
GE INTEREST PLUS
P.O. BOX 6294
INDIANAPOLIS,INDIANA 46206-6294
FOR RATES AND
OTHER INFORMATION CALL:
1-800-433-4480
PROSPECTUS