Filed pursuant to Rule 424(b)(5)
File No. 333-132807
PROSPECTUS SUPPLEMENT AND CONSENT SOLICITATION
(TO PROSPECTUS DATED MARCH 29, 2006)
SOLICITATION OF CONSENTS BY
ARDEN REALTY LIMITED PARTNERSHIP
RELATING TO ITS
7.00% NOTES DUE NOVEMBER 15, 2007 (CUSIP NO. 03979GAJ4)
9.15% NOTES DUE MARCH 1, 2010 (CUSIP NO. 03979GAF2)
8.50% NOTES DUE NOVEMBER 15, 2010 (CUSIP NO. 03979GAH8)
5.20% NOTES DUE SEPTEMBER 1, 2011 (CUSIP NO. 03979GAK1)
5.25% NOTES DUE MARCH 1, 2015 (CUSIP NO. 03979GAL9)
----------------
$800,000,000 PRINCIPAL AMOUNT
GENERAL ELECTRIC CAPITAL CORPORATION
GUARANTEE OF PAYMENT OF PRINCIPAL, INTEREST AND OTHER AMOUNTS DUE THEREUNDER
----------------
Arden Realty Limited Partnership ("Arden Realty") requests that you, as a
registered holder of one or more of its debt securities listed above, consent to
amend certain of the terms of your debt securities and waive certain of your
rights under those debt securities. In exchange for your consent, Arden Realty's
indirect parent company, General Electric Capital Corporation ("GECC"), hereby
offers to guarantee fully and unconditionally your debt securities on the terms
and subject to the conditions described in this prospectus supplement and
consent solicitation. The debt securities of Arden Realty that are subject to
this consent solicitation and offer are referred to in this prospectus
supplement and consent solicitation collectively as the "Securities" and each
series singly is referred to as a "Series of Securities." If Arden Realty
receives the requisite consents as described in this prospectus supplement and
consent solicitation, then GECC will issue its guarantees of the Securities. The
guarantee is expected to be rated AAA by Standard & Poor's Corporation and Aaa
by Moody's Investors Service Inc.
Guarantees will be provided with respect to all of the series of the Securities
issued under an indenture only if consents to the proposed amendments and
waivers have been validly submitted and not subsequently revoked by the
registered holders on the record date of a majority of the principal amount of
each Series of the Securities issued under the indenture. Pursuant to the
indenture, Arden Realty has fixed June 7, 2006 as the record date for
determining the holders of the Securities entitled to consent to the proposed
amendments and waivers. If consents to the proposed amendments and waivers have
been validly submitted by the registered holders of a majority of the principal
amount of each Series of the Securities and have not been subsequently revoked
prior to the expiration of the consent solicitation, Arden Realty intends to
effect the proposed amendments and waivers and GECC intends to issue its
guarantees with respect to all of the Series of the Securities promptly after
expiration of the consent solicitation. Such amendments and waivers will be
binding on each holder of all of the Series of Securities, regardless of whether
or not that holder delivered its consent. Therefore, the terms of
your Securities may be affected even if you do not consent. See "THE
SOLICITATION," beginning on page S-8.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE
29, 2006, UNLESS EXTENDED. YOU MAY REVOKE ANY TENDERED CONSENTS PRIOR TO THE
EXPIRATION OF THE CONSENT SOLICITATION ONLY IN THE MANNER DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT AND CONSENT SOLICITATION. THE CONSENT SOLICITATION AND
OFFER OF THE GUARANTEES IS DESCRIBED IN DETAIL IN THIS PROSPECTUS SUPPLEMENT AND
CONSENT SOLICITATION, AND WE URGE YOU TO READ IT CAREFULLY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT AND CONSENT SOLICITATION OR THE ACCOMPANYING
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Neither GECC nor Arden Realty will receive any cash proceeds in connection with
the offering of the guarantee.
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References in this prospectus supplement and consent solicitation to "GECC," are
to General Electric Capital Corporation. References to "Arden Realty" are to
Arden Realty Limited Partnership.
The date of this prospectus supplement and consent solicitation is June 9, 2006.
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WHERE YOU CAN GET MORE INFORMATION ON GECC
GECC files annual, quarterly and current reports and other information with the
SEC. GECC's SEC filings are available to the public from the SEC's website at
http://www.sec.gov. You may also read and copy any document GECC files at the
SEC's 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 GECC, including its SEC
filings, is also available at General Electric Company's Internet site at
http://www.ge.com. The information on GE's Internet site is not a part of this
prospectus supplement and consent solicitation.
The SEC allows GECC to "incorporate by reference" into the prospectus and this
prospectus supplement and consent solicitation the information in other
documents it files with the SEC, which means that GECC can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of the prospectus and this
prospectus supplement and consent solicitation, and information that GECC files
later with the SEC will automatically update and supersede information contained
in documents filed earlier with the SEC or contained in the prospectus or this
prospectus supplement and consent solicitation. GECC incorporates by reference
the documents listed below and any future filings it will make with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") until the offering is completed:
GECC's Annual Report on Form 10-K for the year ended December 31, 2005
and GECC's Quarterly Report on Form 10-Q for the quarter ended March
31, 2006.
GECC is not incorporating, in each case, any documents or information deemed to
have been furnished and not filed in accordance with the SEC rules. You may
request a copy of these filings at no cost. Requests should be directed to David
Russell, Counsel - Treasury Operations, General Electric Capital Corporation,
260 Long Ridge Road, Stamford, Connecticut 06927, Telephone No. (203) 357-4000.
THE COMPANY
GECC 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, GECC's name was General Electric Credit Corporation. On July 2, 2001, GECC
changed its state of incorporation to Delaware. All of GECC's outstanding common
stock is owned by General Electric Capital Services, Inc. ("GECC Services"),
formerly General Electric Financial Services, Inc., the common stock of which is
in turn wholly owned directly or indirectly by General Electric Company ("GE").
Financing and services offered by GECC are diversified, a significant change
from the original business of GECC, which was financing distribution and sale of
consumer and other GE products. Currently, GE manufactures few of the products
financed by GECC.
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GECC operates in four of GE Company's 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.
GECC's services are offered primarily in North America, Europe and Asia. GECC's
principal executive offices are at 260 Long Ridge Road, Stamford, Connecticut
06927-1600 (telephone number (203) 357-4000). At December 31, 2005, GECC's
employment totaled approximately 77,500.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED
---------------------------------------------------- -------------------------
2001 2002 2003 2004 2005 MARCH 31, 2006
---- ---- ---- ---- ---- --------------
1.56 1.62 1.71 1.82 1.66 1.63
For purposes of computing the consolidated ratios 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 GECC believes is a
reasonable approximation of the interest factor of such rentals.
INTRODUCTION
This prospectus supplement and consent solicitation constitutes the solicitation
by Arden Realty of consents (the "Solicitation"), upon the terms and subject to
the conditions set forth in this prospectus supplement and consent solicitation
and the accompanying Consent (the "Consent"), to proposed amendments (the
"Proposed Amendments") to the Indenture governing the Securities, dated as of
March 14, 2000 (the "Indenture"), between Arden Realty and The Bank of New York
(the "Trustee").
The Solicitation will expire at 5:00 p.m., New York City time, on June 29, 2006
(the "Initial Expiration Date"), unless extended. The term "Expiration Date"
means the Initial Expiration Date or, if the Solicitation is extended, the
latest time and date to which the Solicitation is extended.
Pursuant to the terms of the Indenture, receipt by Arden Realty of validly
delivered and unrevoked Consents from Record Holders of a majority in aggregate
principal amount of each Series of Securities is required to approve the
Proposed Amendments (the "Requisite Consents").
The Proposed Amendments are intended to remove certain restrictive and other
covenants and financial and other reporting requirements from the Indenture and
to make certain other changes described below. In consideration for such
consent, the Securities will be guaranteed by GECC, as described below.
Upon the satisfaction of the conditions to the Solicitation, at the Effective
Date, GECC will unconditionally and irrevocably guarantee the due and punctual
payment by Arden
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Realty of all amounts payable on or in respect of the Securities and the
Indenture (the "GECC Guarantee"). See "CONDITIONS TO THE SOLICITATION AND THE
OFFERING OF THE GECC GUARANTEE" below.
The Proposed Amendments and the GECC Guarantee will be embodied in a First
Supplemental Indenture to be executed by Arden Realty, GECC and the Trustee (the
"First Supplemental Indenture"). The First Supplemental Indenture, which sets
forth the Proposed Amendments and the GECC Guarantee, will become effective on
the Effective Date. The "Effective Date" is the date, on or after the Consent
Date, on which the conditions to the Solicitation have been satisfied or waived
by Arden Realty and GECC and the First Supplemental Indenture is executed and
delivered by all parties thereto. The "Consent Date" is the first date on which
the Requisite Consents have been received and not revoked. See "CONDITIONS TO
THE SOLICITATION AND THE OFFERING OF THE GECC GUARANTEE" below. Arden Realty and
GECC may, in their sole discretion, waive any of these conditions in whole or in
part as they relate to the Securities or any Series of Securities, at any time
and from time to time.
Arden Realty and GECC intend to cause the execution of the First Supplemental
Indenture for the Securities to occur on or shortly after the Consent Date. The
Record Holders of the Securities will be notified that the Effective Date has
occurred. The First Supplemental Indenture, including the Proposed Amendments
and the GECC Guarantee embodied therein, will become effective as of the
Effective Date.
Arden Realty has fixed June 7, 2006 as the record date (the "Record Date") for
determining the holders of the Securities entitled to consent to the Proposed
Amendments. Only registered holders of the Securities at the close of business
on the Record Date (the "Record Holders") may consent to the Proposed
Amendments.
BACKGROUND AND REASONS FOR THE PROPOSED AMENDMENTS
On December 21, 2005, Arden Realty, Inc., a Maryland corporation ("Arden Parent
Co.") entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Arden Realty, GECC, Atlas Merger Sub, Inc., a Maryland corporation and
wholly-owned subsidiary of GECC ("REIT Merger Sub"), Atlas Partnership Merger
Sub, Inc., a Maryland corporation and wholly-owned subsidiary of Arden Parent
Co. ("Partnership Merger Sub"), Trizec Properties, Inc., a Delaware corporation,
and Trizec Holdings Operating LLC, a Delaware limited liability company,
pursuant to which, among other things, GECC would acquire Arden Parent Co. and
its subsidiaries through the merger of Atlas Merger Sub with and into Arden
Realty and through the merger of Arden Parent Co. with and into REIT Merger Sub
(the "Merger"). On May 1 and May 2, 2006, the transactions contemplated by the
Merger Agreement, including the Merger, were consummated. As a result of such
transactions, GECC is the sole shareholder of Arden Parent Co. and the indirect
owner of all of the general partnership and limited partnership interests of
Arden Realty.
If approved, the Proposed Amendments will provide Arden Realty and GECC with
additional operating and financial flexibility and to achieve cost savings.
Specifically,
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the Proposed Amendments will, among other things, eliminate restrictions on
Arden Realty's ability to incur indebtedness without meeting certain financial
covenants after giving effect to such incurrence of indebtedness. They will also
eliminate requirements that Arden Realty (i) file reports with the SEC if not
legally required to do so and (ii) provide financial and statement of compliance
reports to the Trustee and financial reports to the holders of the Securities.
In addition, the Proposed Amendments will eliminate the restrictions set forth
in the Indenture on (i) maintenance of properties and insurance thereon, (ii)
payment of taxes and other claims and (iii) Arden Realty's ability to merge or
consolidate with another entity or sell all or substantially all of its assets.
In addition, the Proposed Amendments will eliminate the default provision
relating to recourse indebtedness described in the Indenture.
Arden Realty believes that these covenants will be unnecessary for the
protection of the holders of the Securities in light of the GECC Guarantee. Upon
the satisfaction of the conditions to the Solicitation, at the Effective Date,
GECC will unconditionally and irrevocably guarantee the due and punctual payment
by Arden Realty of all amounts payable on or in respect of the Securities.
DESCRIPTION OF THE PROPOSED AMENDMENTS
Set forth below is a brief description of the Proposed Amendments. The following
statements relating to the Proposed Amendments are summaries that do not purport
to be complete and are qualified in their entirety by reference to the form of
First Supplemental Indenture for the Securities, which contains the Proposed
Amendments and which is attached as Annex A to this prospectus supplement and
consent solicitation and incorporated herein by this reference.
REPORTS
The Indenture requires Arden Realty to file with the SEC, and provide to the
Trustee copies of, annual reports on Form 10-K, quarterly reports on Form 10-Q
and periodic reports on Form 8-K, whether or not Arden Realty continues to be
required to file such materials with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. Assuming the Proposed Amendments are approved and the First
Supplemental Indenture becomes effective, Arden Realty expects holders of the
Securities to rely on the credit of GECC, as guarantor of the Securities, rather
than the credit of Arden Realty. Consequently, Arden Realty intends to cease
filing any periodic reports under the Exchange Act and providing copies of such
reports to the Trustee and the holders of the Securities upon the Effective
Date. The Proposed Amendments will delete the reporting covenant in the
Indenture and, consequently, Arden Realty will no longer be required to file
with the SEC or deliver to the Trustee any of the documents currently required
by the covenant, unless otherwise required to do so under the SEC's rules.
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LIMITATIONS ON INCURRENCE OF DEBT
The Indenture contains covenants that:
(i) restrict Arden Realty or any of its Subsidiaries from incurring Debt,
if immediately after giving effect to such additional Debt, Arden
Realty's aggregate principal amount of outstanding Debt on a
consolidated basis is greater than 60% of the sum of its Adjusted
Total Assets;
(ii) restrict Arden Realty or any of its Subsidiaries from incurring
Secured Debt, if immediately after giving effect to such additional
Secured Debt, Arden Realty's aggregate principal amount of
outstanding Secured Debt on a consolidated basis is greater than 40%
of its Adjusted Total Assets;
(iii) restrict Arden Realty or any of its Subsidiaries from incurring Debt,
if the ratio of the Consolidated Income Available for Debt Service to
the Annual Debt Service Charge for the period consisting of the most
recent four consecutive fiscal quarters shall have been less than 1.5
to 1 on a pro forma basis after giving effect to the incurrence of
such Debt; and
(iv) require that Arden Realty at all times maintain Total Unencumbered
Assets of not less than 150% of the aggregate outstanding principal
amount of all outstanding Unsecured Debt of Arden Realty on a
consolidated basis.
The Proposed Amendments will delete each of these covenants from the Indenture.
CONSOLIDATION, MERGER OR SALE OF ASSETS
The Indenture contains a covenant which restricts Arden Realty's ability to
consolidate or merge with or into, or sell, lease, or convey all or
substantially all of its assets in one or more related transactions, to a third
party, without meeting certain requirements described in the Indenture. The
Proposed Amendments will delete this covenant from the Indenture, allowing Arden
Realty to consolidate or merge or sell, lease or convey all or substantially all
of its assets without restriction.
EVENTS OF DEFAULT
Under the Indenture it is an event of default if there is a payment default
under any Recourse Indebtedness of Arden Realty, or under any mortgage,
indenture or other instrument of Arden Realty under which there may be issued or
by which there may be secured any Recourse Indebtedness of Arden Realty, in an
aggregate amount exceeding $15,000,000 of debt of Arden Realty or its
Subsidiaries. The Proposed Amendments will eliminate this event of default.
S-7
MAINTENANCE OF PROPERTIES
The Indenture contains a covenant that Arden Realty will cause all of its
material properties to be maintained and kept in good condition, repair and
working order. The Proposed Amendments will delete this covenant from the
Indenture.
INSURANCE
The Indenture contains a covenant that Arden Realty will, and will cause its
each of its Subsidiaries to, keep in force upon all of its properties and
operations customary amounts of insurance covering customary risks. The Proposed
Amendments will delete this covenant from the Indenture.
PAYMENT OF TAXES AND OTHER CLAIMS
The Indenture contains a covenant requiring Arden Realty to pay or discharge all
taxes or certain other claims against it or its Subsidiaries. The Proposed
Amendments will delete this covenant from the Indenture.
All capitalized terms used above without definitions shall have the meanings
prescribed in the Indenture. The proposed First Supplemental Indenture is
attached as Annex A to this prospectus supplement and consent solicitation and
incorporated herein by this reference.
THE SOLICITATION
PRINCIPAL TERMS OF THE SOLICITATION
Upon the terms and subject to the conditions set forth in this prospectus
supplement and consent solicitation and in the accompanying Consent, Arden
Realty is soliciting Consents from the Record Holders of the Securities with
respect to Proposed Amendments to the Indenture. See "THE SOLICITATION -
PROCEDURES FOR DELIVERING CONSENTS" below.
Upon the terms and subject to the conditions set forth in this Statement, in the
accompanying Consent, GECC will execute and deliver the GECC Guarantee as part
of the execution and delivery of the First Supplemental Indenture.
The Proposed Amendments, if they become effective on the Effective Date, will be
effective as to all of a Record Holder's Securities whether or not such Record
Holder delivered (and did not revoke) its Consent thereto.
Pursuant to the terms of the Indenture, the Proposed Amendments with respect to
the Securities require the written consent of the Record Holders of a majority
in aggregate principal amount of each Series of Securities, voting as a class.
S-8
EXPIRATION DATE; EXTENSION; AMENDMENT; TERMINATION
The Solicitation and the offer of the GE Guaranty will expire at 5:00 p.m., New
York City time, on June 29, 2006 (the "Initial Expiration Date"), unless
extended. The term "Expiration Date" means the Initial Expiration Date or, if
the Solicitation and the offer of the GE guaranty are extended, the latest time
and date to which they are extended. Arden Realty and GECC expressly reserve the
right to extend the Solicitation and the offer of the GE guaranty on a daily
basis or for such other period or periods as it may determine in its sole
discretion from time to time by giving written or oral notice to the
Solicitation Agent (as defined below) and by making a public announcement by
press release to the Dow Jones News Service prior to 9:00 a.m., New York City
time, on the next Business Day following the previously scheduled Expiration
Date.
If Arden Realty makes a material change in the terms of the Solicitation or in
the information concerning the Solicitation or if it waives a material condition
of the Solicitation, Arden Realty will disseminate additional Solicitation
materials and will extend the Solicitation, in each case to the extent required
by applicable law, rule or regulation. Consents may be revoked at any time until
the Consent Date. If the Solicitation is amended prior to the Expiration Date in
a manner determined by Arden Realty to constitute a material adverse change to
the Record Holders of the Securities, Arden Realty will promptly disclose such
amendment in a public announcement and will extend the Solicitation for a period
deemed by Arden Realty to be adequate to permit Record Holders to deliver or
revoke their Consents. See "THE SOLICITATION - REVOCATION OF CONSENTS" below.
Arden Realty expressly reserves the right, in its sole discretion, to terminate
the Solicitation if any of the conditions applicable thereto set forth below
under "CONDITIONS TO THE SOLICITATION AND THE OFFERING OF THE GECC GUARANTEE"
shall not have been satisfied or waived. Any such termination will be followed
promptly by public announcement thereof. In the event Arden Realty shall
terminate the Solicitation prior to the Expiration Date, it shall give immediate
notice to the Solicitation Agent, and all Consents theretofore delivered
pursuant to the Solicitation shall be promptly returned to the delivering Record
Holders thereof. See "THE SOLICITATION - REVOCATION OF CONSENTS" below and
"CONDITIONS TO THE SOLICITATION AND THE OFFERING OF THE GECC GUARANTEE" above.
DELIVERY OF CONFIRMATION OF GECC GUARANTEE
Promptly after the Effective Date, Arden Realty will deliver, or cause to be
delivered, to the Record Holders written notice of the effectiveness of the GECC
Guarantee, including a copy of the text thereof. Existing certificates
evidencing the outstanding Securities will not be replaced.
PROCEDURES FOR DELIVERING CONSENTS
A Record Date of June 7, 2006 (the "Record Date") has been fixed for
determination of the Record Holders entitled to give Consents and to receive
offers of the GECC
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Guarantee pursuant to this prospectus supplement and consent solicitation.
Holders of record on the register for the Securities as of the close of business
on the Record Date are herein referred to as the "Record Holders." Forms of
Consents are being sent to all Record Holders with this Statement. All Consents
that are properly completed, signed and delivered to the Solicitation Agent and
not revoked prior to the Consent Date will be given effect in accordance with
the specifications thereof.
Record Holders who wish to consent to the Proposed Amendments should so indicate
by completing, signing and dating the Consent included herewith and mailing or
delivering such Consent to the Solicitation Agent at the address listed on the
last page of this Statement, in accordance with the instructions contained
therein.
Consents by the Record Holder(s) must be executed in exactly the same manner as
their name(s) appear(s) on the Securities. If Securities to which a Consent
relates are held of record by two or more joint Record Holders, all such Record
Holders must sign the Consent. If a signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
Record Holder acting in a fiduciary or representative capacity, such person
should so indicate when signing and must submit proper evidence satisfactory to
Arden Realty of such person's authority so to act. If Securities are registered
in different names, separate Consents must be executed covering each form of
registration. If a Consent is executed by a person other than the Record Holder,
it must be accompanied by a proxy duly executed by the Record Holder.
Any beneficial owner or registered holder who wishes to consent to the Proposed
Amendments but who is not the Registered Holder must contact the Registered
Holder in order (i) to have the Registered Holder deliver an executed proxy or
other authorization entitling such beneficial owner or registered holder to
execute the Consent Form or (ii) to have such Registered Holder deliver the
Consent Form on behalf of such beneficial owner or registered holder.
DELIVERY OF CONSENTS. The enclosed Consent is to be used for all the Securities.
Any beneficial owner whose Securities are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
deliver a Consent should contact the Record Holder promptly and instruct such
Record Holder to deliver a Consent on such beneficial owner's behalf.
THE METHODS OF DELIVERY OF CONSENTS AND ALL OTHER REQUIRED DOCUMENTS TO THE
SOLICITATION AGENT ARE AT THE ELECTION AND RISK OF THE RECORD HOLDER DELIVERING
SUCH CONSENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE RECORD
HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND
THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO
PERMIT DELIVERY TO THE SOLICITATION AGENT PRIOR TO SUCH RESPECTIVE DATE.
BOOK-ENTRY TRANSFER FACILITY. Consents may not be delivered through The
Depository Trust Company. The Consent, properly completed and duly executed,
must be received
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by the Solicitation Agent at its address set forth on the last page of this
Statement on or prior to the Expiration Date.
OTHER MATTERS. Deliveries of Consents pursuant to any of the procedures
described above and acceptance thereof by Arden Realty will constitute a binding
agreement between the consenting Record Holder and Arden Realty upon the terms
and subject to the conditions of the Solicitation.
All questions as to the form of all documents and the validity (including time
of receipt) and acceptance of all deliveries of Consents will be determined by
Arden Realty, in its sole discretion, the determination of which shall be final
and binding. Alternative, conditional or contingent Consents will not be
considered valid. Arden Realty reserves the absolute right to reject any or all
deliveries of Consents that are not in proper form or the acceptance of which
would, in the opinion of Arden Realty, be unlawful. Arden Realty also reserves
the right to waive any defects, irregularities or conditions of delivery as to
particular Consents. Arden Realty's interpretations of the terms and conditions
of the Solicitation (including the instructions in the Consent) will be final
and binding. Any defect or irregularity in connection with deliveries of
Consents must be cured within such time as Arden Realty determines, unless
waived by Arden Realty. Deliveries of Consents shall not be deemed to have been
made until all defects and irregularities have been waived by Arden Realty or
cured. None of Arden Realty, GECC, the Solicitation Agent, the Information Agent
(each as defined below) or any other person will be under any duty to give
notice of any defects or irregularities in deliveries of Consents, or will incur
any liability to Record Holders for failure to give any such notice.
REVOCATION OF CONSENTS
Any Record Holder who has delivered a Consent may revoke such Consent prior to
the Consent Date by delivery of a written notice of revocation in accordance
with the following procedures. In order to be effective, a notice of revocation
of Consent must contain the name of the person who delivered the Consent and the
description of the Securities to which it relates, the certificate number or
numbers of such Securities and the aggregate principal amount represented by
such Securities, be signed by the Record Holder thereof and be received on or
prior to the Consent Date by the Solicitation Agent, at its address set forth on
the last page of this Statement. A purported notice of revocation that lacks any
of the required information or is dispatched to an improper address will not be
effective to revoke Consent previously given. A revocation of a Consent can only
be accomplished in accordance with the foregoing procedures. NO RECORD HOLDER
MAY REVOKE A CONSENT FOLLOWING THE CONSENT DATE.
A Consent may be revoked only by the Record Holder who delivered it. A person
who becomes a holder of Securities after the Record Date and wishes to revoke a
Consent delivered by the person who was the Record Holder on the Record Date
must make arrangements with such Record Holder to deliver a revocation.
All questions as to the form and validity (including time of receipt) of any
delivery or revocation of a Consent will be determined by Arden Realty, in its
sole discretion, which
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determination shall be final and binding. None of Arden Realty, GECC, the
Solicitation Agent, the Information Agent or any other person will be under any
duty to give notification of any defect or irregularity in any delivery or
revocation of a Consent or incur any liability for failure to give any such
notification.
INFORMATION AGENT AND SOLICITATION AGENT
Requests for assistance or additional copies of this prospectus supplement and
consent solicitation and all deliveries and correspondence should be directed to
Georgeson Shareholder Securities Corporation, as Solicitation Agent (the
"Solicitation Agent"), or Georgeson Shareholder Communications, Inc., as
Information Agent (the "Information Agent"), at their respective addresses set
forth on the last page of this Statement. Arden Realty has agreed to pay the
Solicitation Agent and the Information Agent reasonable and customary fees for
their services and to reimburse them for their reasonable out-of-pocket expenses
in connection therewith. Arden Realty has also agreed to indemnify the
Solicitation Agent and the Information Agent for certain liabilities, including
liabilities under the federal securities laws.
DESCRIPTION OF THE GECC GUARANTEE
GENERAL
The GECC Guarantee is offered subject to the satisfaction or waiver of certain
conditions described below.
The GECC Guarantee will provide that GECC unconditionally and irrevocably
guarantees to the holders and to the Trustee the due and punctual payment of the
principal, interest and all other amounts due under the Securities and the
Indenture when the same shall become due and payable, whether at maturity,
pursuant to mandatory or optional prepayments, by acceleration or otherwise, in
each case after any applicable grace periods or notice requirements, or both,
according to the terms of the Securities. The GECC Guarantee shall be
unconditional irrespective of the validity or enforceability of the Securities,
any change or amendment thereto or any other circumstances that may otherwise
constitute a legal or equitable discharge or defense of a guarantor. However,
GECC will not waive presentment or demand of payment or notice with respect to
the Securities. GECC shall be subrogated to all rights of the holders of the
Securities in respect of any amounts paid by GECC pursuant to the provisions of
the GECC Guarantee. The GECC Guarantee shall continue to be effective or
reinstated, as the case may be, if at any time any payment made by Arden Realty
is rescinded or must otherwise be returned upon the insolvency, bankruptcy or
reorganization of Arden Realty, as the case may be, or otherwise.
The GECC Guarantee is incorporated into the First Supplemental Indenture which
is attached as Annex A to this prospectus supplement and consent solicitation
and incorporated herein. The GECC Guarantee will not be evidenced by any other
document or instrument. It will not be necessary for new certificates evidencing
the Securities to be issued.
S-12
CONDITIONS TO THE SOLICITATION AND THE OFFERING
OF THE GECC GUARANTEE
Notwithstanding any other provisions of the Solicitation, Arden Realty will not
be required to accept the delivery of Consents delivered pursuant to the
Solicitation and may terminate, extend or amend the Solicitation and may
postpone the acceptance of Consents so delivered, whether or not the Consents
have been accepted, and GECC will not be required to consummate any offering of
the GECC Guarantee and may terminate, extend or amend such offering, if:
(A) (i) Arden Realty shall not have received the Requisite
Consents on or prior to the Expiration Date; or (ii) the First
Supplemental Indenture shall not have been duly executed and delivered
with respect to all Series of Securities by the Trustee within three
Business Days after the Expiration Date; or
(B) on or after the date of this Statement and prior to the
Effective Date (i) there shall occur any Default or any Event of
Default (as such terms are defined in the Indenture) with respect to
Securities; (ii) an order, statute, rule, regulation, executive order,
stay, decree, judgment or injunction shall have been proposed, enacted,
entered, issued, promulgated, enforced or deemed applicable by any
court or governmental regulatory or administrative agency or
instrumentality that, in the judgment of Arden Realty or, with respect
to the offering of the GECC Guarantee, GECC, would or might prohibit,
prevent, restrict or delay consummation of the Solicitation, the
offering of the GECC Guarantee or any of the Proposed Amendments; or
(iii) the Trustee under the Indenture shall have objected in any
respect to, or taken any action that could, in the judgment of Arden
Realty, or, with respect to the offering of the GECC Guarantee, GECC,
adversely affect the consummation of the Solicitation, the offering of
the GECC Guarantee or of Arden Realty's ability to effect any of the
Proposed Amendments, or shall have taken any action that challenges the
validity or effectiveness of the procedures used by Arden Realty in
soliciting the Consent to the Proposed Amendments (including the form
thereof) or in the making of the Solicitation or the acceptance of any
of the Consents.
The conditions to the Solicitation are for the sole benefit of Arden Realty, and
the conditions to the consummation of the offering of the GECC Guarantee are for
the sole benefit of GECC, and such conditions may be asserted by either of them
in its sole discretion regardless of the circumstances giving rise to such
conditions or may be waived by such entity, in whole or in part, in its sole
discretion. Neither Arden Realty nor GECC have made a decision as to which
circumstances would lead it to waive any such condition, and any such waiver
would depend on circumstances prevailing at the time of such waiver. Any
determination by Arden Realty or GECC concerning the events described in this
paragraph shall be final and binding upon all persons. Any waiver or amendment
applicable to the Solicitation will apply to all Securities for which a Consent
was delivered, as the case may be, regardless of when the Consent was delivered.
S-13
PLAN OF DISTRIBUTION
The GECC Guarantee is being offered directly by us and will not be offered or
sold separately from the underlying Securities to which they relate.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of the material federal income tax
consequences resulting from the adoption of the Proposed Amendments and the
issuance of the GECC Guarantee. This summary is based upon the Internal Revenue
Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated
thereunder, Internal Revenue Service ("IRS") rulings and judicial decisions, all
as in effect on the date hereof, and all of which are subject to change,
possibly with retroactive effect. Furthermore, there can be no assurance that
the IRS will not take a view that is contrary to this discussion, and no rulings
from the IRS have been or will be sought.
This summary is for general information purposes only and does not address all
of the federal income tax consequences that may be relevant to particular
holders of Securities in light of their individual investment circumstances or
to certain types of holders subject to special treatment under the federal
income tax laws (for example, brokers, dealers in securities, banks, insurance
companies, nonresident aliens, foreign corporations, tax-exempt organizations,
financial institutions, partnerships, persons that hold Securities as part of a
"straddle," a "hedge" or a "conversion transaction," persons that have a
functional currency other than the U.S. dollar, and investors in pass-through
entities), nor does it address any specific aspect of gift, estate, state, local
or foreign taxation. This discussion deals only with holders of Securities who
are United States Persons and assumes the Securities are held as "capital
assets" within the meaning of Section 1221 of the Code. For these purposes,
"United States Person" means (i) an individual who is a citizen or resident of
the United States for federal income tax purposes, including an alien resident
who is a lawful permanent resident of the United States or meets the
"substantial presence" test under Section 7701(b) of the Code, (ii) a
corporation or other entity taxable as a corporation created or organized under
the laws of the United States or any state thereof (including the District of
Columbia), (iii) an estate the income of which is subject to federal income tax
regardless of its source or (iv) a trust if (a) a court within the United States
is able to exercise primary supervision over the administration of the trust,
and (b) one or more U.S. persons have the authority to control all substantial
decisions of the trust.
HOLDERS OF SECURITIES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE
TAX CONSEQUENCES OF THE ADOPTION OF THE PROPOSED AMENDMENTS AND THE ISSUANCE OF
THE GECC GUARANTEE IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION
AND EFFECT OF ANY APPLICABLE GIFT, ESTATE, STATE, LOCAL, FOREIGN OR OTHER TAX
LAWS.
CONSEQUENCES OF THE SOLICITATION AND PROPOSED AMENDMENTS. The federal income tax
consequences to holders of Securities of the Solicitation and adoption of the
Proposed
S-14
Amendments will depend on whether such transactions are treated, for federal
income tax purposes, as a constructive exchange of the Securities for new debt
instruments having modified terms. Under the applicable Treasury Regulations, a
"significant modification" of a debt instrument results in a constructive
exchange, whereas a "modification" that is not "significant" is not treated as
such an exchange. The Treasury Regulations establish a general rule that a
modification is significant if the legal rights or obligations that are altered
and the degree to which they are altered are economically significant.
The Treasury Regulations provide that the addition, deletion or alteration of
customary accounting or financial covenants relating to a debt instrument does
not result in a significant modification of a debt instrument. Whether any or
all of the covenants that are proposed to be deleted pursuant to the Proposed
Amendments are customary is a question of fact. Arden Realty believes, and
intends to take the position, that the covenants that it proposes to delete are
customary accounting or financial covenants or otherwise should not be
economically significant. Arden Realty also believes, and intends to take the
position, that the other provisions of the Indenture that it proposes to delete
should not be economically significant.
The Treasury Regulations provide that the addition of a guarantee on a recourse
debt instrument results in a significant modification (and, therefore, a
constructive exchange of such debt instrument for federal income tax purposes)
only if there is a substantial enhancement of the obligor's capacity to meet its
payment obligations under the debt instrument, and such capacity was primarily
speculative prior to the addition of the guarantee and adequate after such
addition. Arden Realty believes that its capacity to meet its obligations under
the Securities is not primarily speculative at this time and that, therefore,
the addition of the GECC Guarantee should not result in a deemed exchange of the
Securities for new debt instruments for federal income tax purposes.
For the reasons described in the preceding two paragraphs, Arden Realty believes
the adoption of the Proposed Amendments should not result in a deemed exchange
of the Securities for federal income tax purposes. If such position is
respected, a holder should not recognize any gain or loss as a result of the
adoption of the Proposed Amendments and such holder should continue to have the
same tax basis and holding period with respect to the Securities as it had
before the adoption. There is no assurance, however, that the IRS would not take
a contrary position.
If the adoption of the Proposed Amendments constitutes a "significant"
modification of the Securities for federal income tax purposes, the Securities
will be treated as exchanged by the holder for new debt instruments for federal
income tax purposes. If an exchange were deemed to have occurred, a holder of
Securities would recognize gain or loss, for federal income tax purposes, in an
amount equal to the difference between the amount realized by such holder in the
deemed exchange and its adjusted tax basis in the Securities deemed exchanged
(other than any portion treated as attributable to accrued but unpaid interest).
A holder's amount realized would be equal in amount to the "issue price"
(described below) of the new debt instruments deemed to have been received by
such holder at the time of the deemed exchange (excluding any amount
attributable to accrued but unpaid interest, which would be taxable as ordinary
income). Subject to the
S-15
application of the market discount rules, gain or loss recognized upon a deemed
exchange of Securities for new debt instruments generally would be capital gain
or loss, and would be long-term capital gain or loss if a holder's holding
period with respect to the Securities exceeds one year. A holder's holding
period in the new debt instruments would begin the day after the Effective Date
of the Proposed Amendments, and such holder's basis in the new debt instruments
would equal the issue price thereof.
In the case of a deemed exchange, if neither the Securities nor the new debt
instruments deemed exchanged therefor are traded on an established securities
market (as such term is defined for purposes of the original issue discount
provisions of the Code), the issue price of each such new debt instrument
generally would equal its stated principal amount. In general, if the Securities
are traded on an established securities market, the issue price of the new debt
instrument would be equal to its fair market value as of the Effective Date of
the Proposed Amendments. In either such case, subject to a statutory DE MINIMIS
rule, the new debt instruments would be issued with original issue discount in
an amount equal to the excess, if any, of (i) their stated principal amount over
(ii) their issue price. In general, any original issue discount would be
required to be included in the income of the holders of the new debt instruments
on a constant interest basis over the term of the new debt instruments and in
advance of cash payments attributable to such income. Alternatively, the new
debt instruments may be issued with bond premium (which may be amortizable to
the extent provided in Section 171 of the Code) if a holder's tax basis in the
new debt instruments exceeds the amount payable at maturity.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD
NOT BE INTERPRETED AS, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.
LEGAL OPINION
David P. Russell, our Senior Counsel, Corporate Treasury, will issue an opinion
about the legality of the GECC Guarantee. Mr. Russell, together with members of
his family, owns, has options to purchase and has other interests in shares of
common stock of General Electric Company.
S-16
ANNEX A
================================================================================
ARDEN REALTY LIMITED PARTNERSHIP,
as Issuer,
GENERAL ELECTRIC CAPITAL CORPORATION,
as Guarantor,
and
THE BANK OF NEW YORK,
as Trustee
------------------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of _____, 2006
================================================================================
FIRST SUPPLEMENTAL INDENTURE dated as of _____, 2006 (the "First
Supplemental Indenture") among ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
limited partnership (the "Company"), as issuer, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("GECC"), as guarantor, and THE BANK OF NEW
YORK, as trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, pursuant to the Indenture, dated as of March 14, 2000, between
the Company and the Trustee (the "Indenture") the Company has, from time to
time, issued its securities (defined in the Indenture as "Securities").
WHEREAS, Section 902 of the Indenture provides that the Company and the
Trustee may, with the consent of the holders of a majority in aggregate
principal amount of each series of the Securities at the time outstanding which
is affected by such supplemental indenture, enter into a supplemental indenture
for the purpose of amending the Indenture;
WHEREAS, the Company proposes to amend and supplement the Indenture
(the "Proposed Amendments") and has solicited consents (the "Consent
Solicitation") to the Proposed Amendments from holders of record as of the close
of business on June 7, 2006 (the "Record Holders") of the outstanding
Securities, upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement dated _____, 2006 as the same may be amended,
supplemented or modified (the "Consent Solicitation Statement");
WHEREAS, the Company has received and delivered to the Trustee the
requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, the Company has requested that the Trustee execute this First
Supplemental Indenture;
WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel
in accordance with the requirement of Section 903 of the Indenture;
WHEREAS, the Company has been authorized by a resolution of its Board
of Directors to enter into this First Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the
Indenture and by the governing instruments of the Company, to make this First
Supplemental Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the equal and proportionate
benefit of the holders of the Notes, the Company and the Trustee hereby agree as
follows:
Section 1. DEFINITIONS. Article I of the Indenture is hereby amended by
adding the following definitions thereto in the appropriate alphabetical
locations:
"GECC" means General Electric Capital Corporation, a Delaware
corporation.
-1-
"Guaranteed Notes" means each of the following series of
Securities: (i) 7.000% Notes due 2007, (ii) 8.500% Senior Notes due
2010, (iii) 9.150% Senior Notes due 2010, (iv) 5.200% Notes due 2011
and (v) 5.250% Notes due 2015.
"First Supplemental Indenture" means that certain First
Supplemental Indenture to this Indenture dated as of _____, 2006 among
the Company, the Trustee and GECC.
Section 2. EVENTS OF DEFAULT. Section 501(e) of the Indenture is
deleted.
Section 3. REPORTS BY ISSUER. Section 703 of the Indenture is deleted.
Section 4. CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. Article
Eight of the Indenture is deleted.
Section 5. LIMITATION ON INCURRENCE OF DEBT. Section 1004 of the
Indenture is deleted.
Section 6. MAINTENANCE OF PROPERTIES. Section 1007 of the Indenture is
deleted.
Section 7. INSURANCE. Section 1008 of the Indenture is deleted.
Section 8. PAYMENT OF TAXES AND OTHER CLAIMS. Section 1009 of the
Indenture is deleted.
Section 9. PROVISION OF FINANCIAL INFORMATION. Section 1010 of the
Indenture is deleted.
Section 10. STATEMENT AS TO COMPLIANCE. Section 1011 of the Indenture
is deleted.
Section 11. DELIVERY OF CERTAIN INFORMATION. Section 1014 of the
Indenture is deleted.
Section 12. GUARANTEE. A new Section 117 is hereby added, as follows:
"Section 117 GUARANTEE.
(a) From and after the date of the First Supplemental
Indenture to this Indenture, GECC absolutely, unconditionally and
irrevocably guarantees to the holders and to the Trustee the due and
punctual payment of the principal and interest and all other amounts
due under the Guaranteed Notes and the Indenture when the same shall
become due and payable, whether at maturity, pursuant to mandatory
prepayments, by acceleration or otherwise, in each case after any
applicable grace periods or notice requirements, according to the terms
of the Guaranteed Notes. GECC hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Guaranteed Notes, any change in or
amendment thereto, the absence of any action to enforce the same, any
waiver or consent by the Trustee or the registered owners
-2-
of the Guaranteed Notes with respect to any provision thereof, the
recovery of any judgment against the Company or any action to enforce
the same, or any other circumstances which may otherwise constitute a
legal or equitable discharge or defense of a guarantor; PROVIDED,
HOWEVER, that nothing contained herein shall be deemed to be a waiver
by GECC of presentment or demand of payment or notice to GECC with
respect to the Guaranteed Notes and the obligations evidenced thereby
or hereby. GECC further waives any right of set-off or counterclaim it
may have against registered owners of the Guaranteed Notes arising from
any other obligations any such registered owners may have with the
Company. GECC covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the
Guaranteed Notes and in this Guarantee.
(b) GECC shall be subrogated to all rights of the registered
owners of the Guaranteed Notes in respect of any amounts paid by GECC
pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that
GECC shall be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation only after the
principal of and interest on the Guaranteed Notes and all other amounts
owed to the registered owners of the Guaranteed Notes hereunder have
been paid in full.
(c) This Guarantee shall continue to be effective or
reinstated, as the case may be, if at any time any payment of the
principal of or interest on the Guaranteed Notes or any other amounts
owed to the registered owners of the Guaranteed Notes hereunder or
thereunder is rescinded or must otherwise be returned by such
registered owners upon the insolvency, bankruptcy or reorganization by
GECC, the Company or otherwise, all as though such payment had not been
made."
Section 13. INDENTURE RATIFIED. The Indenture, as amended and supplemented by
this First Supplemental Indenture, is in all respects ratified and confirmed and
this First Supplemental Indenture and all of its provisions shall be deemed a
part thereof in the manner and to the extent herein provided, and the Indenture,
as modified in the manner and to the extent herein provided shall be deemed a
part hereof as though fully set forth herein.
Section 14. GOVERNING LAW. This First Supplemental Indenture shall be
governed in accordance with the laws of the State of New York.
Section 15. DEFINED TERMS. Unless otherwise indicated, capitalized
terms used herein and not defined shall have the respective meanings given such
terms in the Indenture.
Section 16. COUNTERPARTS AND METHOD OF EXECUTION. This First
Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.
-3-
Section 17. TITLES. Section titles are for descriptive purposes only
and shall not control or alter the meaning of this First Supplemental Indenture
as set forth in the text.
Section 18. TRUSTEE. The Trustee makes no representations as to the
validity or sufficiency of this First Supplemental Indenture. The recitals and
statements
herein are deemed to be those of the Company and not of the Trustee.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed as of the day and year first above
written.
ARDEN REALTY LIMITED PARTNERSHIP
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
THE BANK OF NEW YORK,
as Trustee
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
-5-
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
DEBT SECURITIES
PREFERRED STOCK
GUARANTEES AND LETTERS OF CREDIT,
INCLUDING INTERESTS THEREIN
General Electric Capital Corporation may offer from time to time:
o unsecured debt securities;
o preferred stock, par value $.01 per share, which may be issued in the
form of depositary shares evidenced by depositary receipts; and
o unsecured guarantees and direct-pay letters of credit, including in each
case interests therein.
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 OR SEPARATE TRANCHES WITHIN A SERIES. YOU
SHOULD READ THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU
INVEST.
---------------
INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2
OF THIS PROSPECTUS.
---------------
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.
---------------
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.
---------------
The date of this prospectus is March 29, 2006.
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we have
filed with the Securities and Exchange Commission (the "SEC"). By using a shelf
registration statement, we may sell, at any time and from time to time, in one
or more offerings, any combination of the securities described in this
prospectus. For further information about our business and the securities, you
should refer to the registration statement and its exhibits. The exhibits to our
registration statement contain the full text of certain contracts and other
important documents we have summarized in this prospectus. Since these summaries
may not contain all the information that you may find important in deciding
whether to purchase the securities we offer, you should review the full text of
these documents. The registration statement can be obtained from the SEC as
indicated under the heading "Where You Can Get More Information on GECC."
This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will file with the SEC
a prospectus supplement that contains specific information about the terms of
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
below under the heading "Where You Can Get More Information on GECC."
YOU SHOULD RELY 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 JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, THE PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN
THEIR RESPECTIVE DATES.
REFERENCES IN THIS PROSPECTUS TO "GECC", "WE", "US" AND "OUR" ARE TO GENERAL
ELECTRIC CAPITAL CORPORATION.
---------------
1
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 GECC," below.
WHERE YOU CAN GET MORE INFORMATION ON GECC
GECC files annual, quarterly and current reports and other information with
the SEC. Our SEC filings are available to the public from the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
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 about 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 document 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) GECC's Annual Report on Form 10-K for the year ended December 31, 2005.
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
2
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 directly or indirectly by General Electric
Company ("GE Company"). Financing and services offered by GECC are diversified,
a significant change from the original business of GECC which was financing the
distribution and sale of consumer and other GE Company products. Currently, GE
Company manufactures few of the products financed by GECC.
We operate in four of GE Company's 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 in North America, Europe and Asia. GECC's
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
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------------------------
2001 2002 2003 2004 2005
--------------------- ------------------ ------------------ ----------------- ---------------
1.56 1.62 1.71 1.82 1.66
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------------------------
2001 2002 2003 2004 2005
--------------------- ------------------ ------------------ ----------------- ---------------
1.55 1.61 1.71 1.81 1.66
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
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 use for financing our operations. We can conduct additional financings
at any time.
3
PLAN OF DISTRIBUTION
We may sell our securities on a continuous or delayed basis directly to
purchasers, through agents, dealers and underwriters or through a combination of
these methods.
We may designate agents to solicit offers to purchase our securities.
o 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.
o Unless we indicate otherwise in our prospectus supplement, our agents
will act on a best efforts basis for the period of their appointment.
o 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.
o 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 to the
underwriter[s] who offer at a specified price.
o 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.
o The underwriters will use our prospectus supplement to sell our
securities.
We may use a dealer to sell our securities.
o If we use a dealer, we, as principal, will sell our securities to the
dealer.
o 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.
o 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.
4
o If we use 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.
o These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.
o 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.
Unless otherwise provided in the prospectus supplement accompanying this
prospectus, neither support obligations nor interests therein will be offered or
sold separately from the underlying securities to which they relate. The
underlying securities will be offered and sold under a separate offering
document.
NASD REGULATIONS
GE Capital Markets Group, Inc. is an affiliate of GECC and may participate
as an underwriter in the distribution of securities issued pursuant to this
prospectus. Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. imposes certain requirements when an NASD member such
as GE Capital Markets Group, Inc. distributes an affiliated company's
securities. As a result, we will conduct any offering in which GE Capital
Markets Group, Inc. acts as an underwriter 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.
SECURITIES OFFERED
Using this prospectus, we may offer unsecured senior or subordinated debt
securities (collectively, the "debt securities") and preferred stock. In
addition, we may issue unsecured guarantees and direct-pay letters of credit,
including interests therein. We are registering 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. Such information may
also be contained in a written communication from us or the agents.
As a well known seasoned issuer under the rules of the SEC, we are permitted
to and may add other securities to the registration statement and prospectus by
subsequent amendment. Also we are able to add our subsidiaries and securities to
be issued by them if we guarantee the securities. Among the securities we may
add to the registration statement and prospectus by subsequent amendment are
preferred or capital securities issued by trusts we may organize (see
"Description of Trust Issued Preferred Or Capital Securities" below).
5
DESCRIPTION OF DEBT SECURITIES
GENERAL
The description below of the general terms of the debt securities issued
under this prospectus will be supplemented by the more specific terms in the
applicable prospectus supplement. Specific terms of the debt securities may also
be contained in a written communication from us or the agents.
Unless otherwise provided in a prospectus supplement to this prospectus, the
senior debt securities will be issued pursuant to an Amended and Restated
Indenture, between us and JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank), dated as of February 27, 1997, as supplemented by a
Supplemental Indenture dated as of May 3, 1999, a Second Supplemental Indenture
dated as of July 2, 2001 and a Third Supplemental Indenture dated November 22,
2002 or pursuant to an Amended and Restated Indenture, between us and JPMorgan
Chase Bank, N.A., dated as of February 28, 1997, as supplemented by a First
Supplemental Indenture dated as of July 2, 2001 (collectively, the "senior
indentures"), and the subordinated debt securities will be issued pursuant to a
Subordinated Debt Indenture between us and JPMorgan Chase Bank, N.A., dated as
of July 1, 2005, as amended and restated by an Amended and Restated Subordinated
Debt Indenture, dated as of July 15, 2005 (the "subordinated indenture" and,
together with the senior indentures, the "indentures"). None of the indentures
limits the amount of debt securities or other unsecured debt which we may issue.
The prospectus supplement will specify the following terms of such issue of
debt securities:
o the designation, the aggregate principal amount and the authorized
denominations if other than the denominations set forth in the
applicable indenture;
o the percentage of their principal amount at which the debt securities
will be issued;
o the date or dates on which the debt securities will mature;
o whether the debt securities will be senior or subordinated obligations;
o if the debt securities are subordinated debt securities, whether the
subordination provisions summarized below or different subordination
provisions will apply;
o any deletions or modifications of or additions to the Events of Default
and related remedies described below or the covenants of GECC set forth
in the applicable indenture;
o the currency, currencies or currency units in which we will make
payments on the debt securities;
o the rate or rates at which the debt securities will bear interest, if
any, or the method of determination of such rate or rates;
o 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 interest shall be payable;
o the prices, if any, at which, and the dates at or after which, we may or
must repay, repurchase or redeem the debt securities;
6
o the exchanges, if any, on which the debt securities may be listed;
o 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 >
o any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture.
In addition to the description of the debt securities in the prospectus
supplement, you should refer to the detailed provisions of the indenture
applicable to the debt securities, copies of which are filed as exhibits to the
registration statement.
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).
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
related prospectus supplement will contain information on Federal income tax
consequences and other special considerations applicable to discounted debt
securities.
The indentures do not contain any provisions that:
o limit our ability to incur indebtedness, or
o 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.
Claims of our subsidiaries' creditors generally will be satisfied from,
among other sources, the assets and earnings of such subsidiaries and these
assets and earnings may not be available for dividend or other transfer in order
to provide GECC with funds to meet its obligations, including obligations on
debt securities.
PAYMENT AND TRANSFER
Unless we otherwise state in a prospectus supplement, 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 such holder
at the address specified in the register and will otherwise treat such
registered holder as the owner of the debt security for all purposes.
Unless we describe other procedures in a prospectus supplement, a
registered holder will be able to transfer registered debt securities at the
office of the transfer agent or agents we name in the prospectus supplement. The
registered holder may also exchange registered debt securities at the office of
the transfer agent for an equal aggregate
7
principal amount of registered debt securities of the same series in different
denominations 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 such transfer or exchange
of a debt security, however, a registered holder may be required to pay any
taxes or other governmental charges in connection with a transfer or exchange of
debt securities.
GLOBAL NOTES, DELIVERY AND FORM
We may issue some or all of the debt securities in the form of one or more
Global Notes representing an entire issuance in book-entry form. Under the
applicable book entry system, each Global Note will be registered toa depositary
(a "Depositary") or with a nominee for a Depositary identified in the applicable
prospectus supplement. Unless and until it is exchanged in whole or in part for
debt securities in definitive registered form, a Global Note may not be
transferred, except as a whole by the Depositary for such Global Note to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. For purposes
of this Prospectus, "Global Note" refers to the Global Note or Global Notes
representing an entire issue of debt securities.
The specific terms of the depositary arrangement with respect to any debt
securities to be represented by a Global Note will be described in the
prospectus supplement.
MODIFICATION OF THE INDENTURES
In general, our rights and obligations and the rights of the holders under
the above-referenced indentures may be modified if the holders of not less than
66 2/3% 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
o make any adverse change to any payment term of a debt security such as:
o extending the maturity date;
o extending the date on which we have to pay interest or make a sinking
fund payment;
o reducing the interest rate;
o reducing the amount of principal we have to repay;
o changing the currency in which we have to make any payment of principal
premium or interest;
o modifying any redemption or repurchase right to the detriment of the
holder; and
o impairing any right of a holder to bring suit for payment;
o 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;
8
o make any change to the section of the indenture relating to waivers of
any past default; and
o make any change to Section 10.02.
However, if we and the Trustee agree, we can amend the indentures without
notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.
SENIOR DEBT SECURITIES
The senior debt securities will be unsecured and will rank equally with all
of our other unsecured and unsubordinated indebtedness.
SENIOR DEBT SECURITIES EVENTS OF DEFAULT
Each senior indenture defines an "Event of Default" with respect to any
series of senior debt securities as any of the following:
o default in any payment of principal or premium, if any, on any senior
debt security of such series;
o default for 30 days in payment of any interest, if any, on any senior
debt security of such series;
o default in the making or satisfaction of any sinking fund payment or
analogous obligation on the senior debt securities of
such series;
o default for 60 days after written notice to GECC in performance of any
other covenant in respect of the senior debt securities of such series
contained in such indenture;
o a default, as defined, with respect to any other series of senior 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 senior 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);
o certain events involving bankruptcy, insolvency or reorganization; or
o any other event of default provided in the instrument establishing such
series or tranche of senior debt securities. (Section 6.01).
Each senior 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 4.05). An Event of Default under one series of senior
debt securities does not necessarily constitute an Event of Default under any
other series of senior debt securities. Each senior 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
9
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 senior debt securities of such series or in the making of any
sinking fund installment or analogous obligation with respect to such series.
(Section 6.08).
The senior indentures provide that if any Event of Default occurs and is
continuing with respect to any series of senior debt securities, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
outstanding senior 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 senior 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 senior debt securities then outstanding. The holders of
a majority in aggregate principal amount of such senior debt securities then
outstanding may also waive on behalf of all holders past defaults with respect
to a particular series of senior debt securities except, unless previously
cured, a default in payment of principal, premium, if any, or interest, if any,
on any of the senior debt securities of such series, or the payment of any
sinking fund installment or analogous obligation on the senior 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 senior indenture at
the request, order or direction of any holders of senior 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 senior indenture provides that the holders of a majority in
aggregate principal amount of the senior 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 senior debt securities of such series. However, the Trustee
may decline to act if it determines that the proceedings so directed would be
illegal or involve it in any personal liability. (Section 6.07).
SUBORDINATED DEBT SECURITIES
As noted above, the subordination provisions applicable to a particular
series or tranche of subordinated debt securities may differ from the following
and, if so, such difference will be set forth in the applicable prospectus
supplement.
The subordinated debt securities will be unsecured. The subordinated debt
securities will be subordinate in right of payment to all our senior
indebtedness. (Section 14.01 of the subordinated indenture).
The subordinated indenture defines "senior indebtedness" to mean:
o the principal of, premium, if any, and interest on all indebtedness for
money borrowed other than the subordinated debt securities;
10
o obligations arising from any guaranty, letter of credit or similar
credit enhancement (including, without limitation, obligations arising
from off balance sheet guarantees and direct credit substitutes);
o obligations associated with derivative products such as interest rate
and foreign exchange rate swaps, forward sales of interests in
commodities, and similar arrangements; and
o obligations for purchased money; in each case, regardless of whether
such indebtedness or obligations are outstanding on the date of
execution of the subordinated indenture or thereafter created, assumed
or incurred, and any deferrals, renewals or extensions thereof.
However, the term "senior indebtedness" will not include:
o any accounts payable or other liability to trade creditors (other than
those obligations referenced in the second and third bullet points under
the definition of "senior indebtedness" above) arising in the ordinary
course of business, including instruments evidencing those liabilities;
o any indebtedness, guarantee or obligation of ours which is expressly
subordinate or junior in right of payment in any respect to any other
indebtedness, guarantee or obligation of ours; or
o any obligations with respect to any capital stock.
We use the term "indebtedness for money borrowed" to include, without
limitation, any obligation of ours for the repayment of borrowed money, whether
or not evidenced by bonds, debentures, notes, or other written instruments, and
any deferred obligation for the payment of the purchase price of property or
assets.
There is no limitation on our ability to issue additional senior
indebtedness. The senior debt securities constitute senior indebtedness under
the subordinated indenture.
Under the subordinated indenture, no payment may be made by us on the
subordinated debt securities and no purchase, redemption or retirement by us of
any subordinated debt securities may be made in the event:
o any senior indebtedness is not paid when due, or
o the maturity of any senior indebtedness is accelerated as a result of a
default; unless, in either case, the default has been cured or waived
and the acceleration has been rescinded or that senior indebtedness has
been paid in full.
o In addition, the right to accelerate the subordinated debt securities
upon an Event of Default is limited. Subordinated debt securities of a
series can be accelerated, unless the principal of such series of
subordinated debt securities shall have already become due and payable,
in the event of an Event of Default arising from certain events
involving bankruptcy, insolvency or reorganization, and the right to
receive payment through an acceleration will not be available for any
other Events of Default including, without limitation, failure to pay
principal, interest or premium on the subordinated debt securities.
(Section 6.01 of the subordinated indenture).
In the event we pay or distribute our assets to creditors upon a total or
partial liquidation, dissolution or bankruptcy, reorganization, insolvency or
receivership of us or our property, the holders of senior indebtedness will be
entitled to receive payment in full
11
of the senior indebtedness before the holders of subordinated debt securities
are entitled to receive any payment and until the senior indebtedness is paid in
full, any payment or distribution to which holders of subordinated debt
securities would be entitled but for the subordination provisions of the
subordinated indenture will be made to holders of the senior indebtedness
(except that the holders of subordinated debt securities may receive shares of
stock and any debt securities that are subordinated to senior indebtedness to at
least the same extent as the subordinated debt securities and do not provide for
the payment of principal prior to the maturity of all senior indebtedness).
(Section 14.02 of subordinated indenture).
If a distribution is made to holders of subordinated debt securities that,
due to the subordinated provisions, should not have been made to them, those
holders of subordinated debt securities are required to hold it in trust for the
holders of senior indebtedness and pay it over to them as their interests may
appear. (Section 14.04 of subordinated indenture).
As a result of the subordination provisions contained in the subordinated
indenture, in the event of default or insolvency, our creditors who are holders
of senior indebtedness are likely to recover more, ratably, than the holders of
subordinated debt securities. It is important to keep this in mind if you decide
to hold our subordinated debt securities.
At December 31, 2005, GECC had substantial unsubordinated borrowings, the
majority of which would fall within the definition of senior indebtedness. These
borrowings are discussed in "Note 11 - Borrowings" to GECC's consolidated
financial statements contained in GECC's Annual Report on Form 10-K for the year
ended December 31, 2005. In addition, GECC's derivative instruments are
discussed in "Note 18 - Derivatives and Other Financial Instruments" and GECC's
guarantees are discussed in "Note 20 - Commitments and Guarantees" to such
consolidated financial statements. These notes are incorporated herein by
reference. GECC may from time to time incur significant additional amounts of
senior indebtedness in the form of obligations for purchased money.
SUBORDINATED DEBT SECURITIES -- EVENTS OF DEFAULT
The subordinated indenture defines an "Event of Default" with respect to any
series of subordinated debt securities as any of the following:
o default in any payment of principal or premium, if any, on any
subordinated debt securities of such series;
o default for 30 days in payment of any interest, if any, on any
subordinated debt securities of such series;
o default in the making or satisfaction of any sinking fund payment or
analogous obligation on the subordinated debt securities of such series;
o certain events involving bankruptcy, insolvency or reorganization;
o any other event of default provided in the instrument establishing such
series of subordinated debt securities. (Section 6.01).
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As noted above, the events of default and related remedies may be deleted,
modified or added to for a particular series or tranche of subordinated debt
securities and, if so, such changes will be set forth in the applicable
prospectus supplement.
The subordinated 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 4.05). An Event of Default under one series of
subordinated debt securities does not necessarily constitute an Event of Default
under any other series of subordinated debt securities. The subordinated
indenture provides that the Trustee may withhold notice to the holders of any
series of subordinated 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 subordinated debt securities of such
series or in the making of any sinking fund installment or analogous obligation
with respect to such series. (Section 6.08).
The subordinated indenture provides that if an Event of Default arising from
certain events involving bankruptcy, insolvency or reorganization occurs and is
continuing with respect to a series of subordinated debt securities, then the
Trustee or the holders of not less than 25% in aggregate principal amount of the
outstanding subordinated debt securities of such series may declare the
principal, or in the case of discounted subordinated debt securities, a portion
of the principal amount, of all such subordinated 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 subordinated debt
securities then outstanding. The holders of a majority in aggregate principal
amount of such subordinated debt securities then outstanding may also waive on
behalf of all holders past defaults with respect to a particular series of
subordinated debt securities except, unless previously cured, a default in
payment of principal, premium, if any, or interest, if any, on any of the
subordinated debt securities of such series, or the payment of any sinking fund
installment or analogous obligation on the subordinated debt securities of such
series. (Sections 6.01 and 6.07).
In the subordinated indenture, we agree that in case of an Event of Default
pursuant to the first, second or third bullet points above, then, upon demand of
the Trustee, we will pay to the Trustee, for the benefit of the holder of any
subordinated debt security in respect of which the Event of Default has occurred
(or holders of any series of subordinated debt securities in the case of the
third bullet point above) the whole amount that then shall have become due and
payable on any such subordinated debt security (or subordinated debt securities
of any such series in the case of the third bullet point above) for principal,
premium, if any, and interest, if any, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest, if
any, at the Overdue Rate (as defined in the subordinated indenture) applicable
to any such subordinated debt security (or subordinated debt securities of any
such series in the case of the third bullet point above). In addition, we will
pay to the Trustee any further amount as shall be sufficient to cover costs and
expenses of collection and any further amounts payable to the Trustee. (Section
6.02). The Trustee or a holder may bring suit for the
13
collection of amounts set forth in this paragraph. The foregoing rights in
respect of payment defaults do not, however, permit the acceleration of amounts
scheduled to become due and payable, which remedy is limited as noted above to
certain events involving bankruptcy, insolvency or reorganization.
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 subordinated
indenture at the request, order or direction of any holders of subordinated 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, the subordinated indenture provides that the
holders of a majority in aggregate principal amount of the subordinated 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 subordinated debt securities of
such series. However, the Trustee may decline to act if it determines that the
proceedings so directed would be illegal or involve it in any personal
liability. (Section 6.07).
CONCERNING THE TRUSTEE
JPMorgan Chase Bank, N.A. 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, a Second Supplemental
Indenture with us dated as of July 2, 2001, and a Third Supplemental Indenture
with us dated November 22, 2002, (ii) an Amended and Restated Indenture with us
dated as of February 28, 1997, as supplemented by a First Supplemental Indenture
with us dated as of July 2, 2001, (iii) a Subordinated Debt Indenture with us
dated as of July 1, 2005, as amended and restated by an Amended and Restated
Subordinated Debt Indenture with us dated as of July 15, 2005, (iv) an Indenture
with us dated as of June 3, 1994, as amended and supplemented, and (v) an
Indenture with us dated as of October 1, 1991, as amended and supplemented.
JPMorgan Chase Bank, N.A. 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 the indentures referred to in clauses (i), (ii), (iv)
and (v) above. Debt securities may be issued under any of the indentures
referred to in clauses (i), (ii) and (iii) above.
JPMorgan Chase Bank, N.A. will also act as trustee under an indenture and
subordinated indenture with GE Company. GECC, GE Company and other affiliates of
GE Company maintain various commercial and investment banking relationships with
JPMorgan Chase Bank, N.A. and its affiliates in their ordinary course of
business.
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
14
Directors (or any duly authorized committee of the Board of Directors)
consistent with our restated certificate of incorporation. 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:
o 4,166,000 shares of Common Stock, par value $14.00 per share,
o 33,000 shares of Variable Cumulative Preferred Stock, par value $100 per
share; and
o 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 "PREFERRED STOCK". 3,985,403
shares of Common Stock and 700 shares of Variable Cumulative Preferred Stock are
presently outstanding. There are no shares of our Preferred Stock currently
outstanding.
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:
o the designation, number of shares and stated value per share;
o the amount of liquidation preference, if any;
o the initial public offering price at which shares of such series of
preferred stock will be sold;
o the dividend rate or rates (or method of determining the dividend rate);
o 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;
o any redemption or sinking fund provisions;
o any voting rights;
o any conversion or exchange provisions;
o any provisions to issue the shares of such series as depositary shares
evidenced by depositary receipts; and
o 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 restated certificate of incorporation 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.
15
DIVIDEND RIGHTS
If you purchase preferred stock being offered by 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.
The dividend payment dates and the dividend periods with respect to our
preferred stock will be described in the prospectus supplement relating to such
series of our 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:
o 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
o 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 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
16
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.
With respect to our Variable Cumulative Preferred Stock, holders 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 66 2/3% of the total
number of shares of such series.
With respect to our Preferred Stock, in the event that six quarterly
dividends (whether or not consecutive) payable on any series of our preferred
stock shall be in arrears, the holders of each series of our 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,
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and any vacancy thereby created may be filled by the vote of such holders. The
holders of shares of our 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 66 2/3% of
the shares of our Preferred Stock, voting together as a single class without
regard to series. We need such 66 2/3% consent to:
o create any class or series of stock with preference as to dividends or
distributions of assets over any outstanding series of our Preferred
Stock (other than a series which has no right to object to such
creation); or
o alter or change the provisions of our restated certificate of
incorporation so as to adversely affect the voting power, preferences or
special rights of the holders of shares of our 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 Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds 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 two-thirds of our
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.
CONVERSION RIGHTS
No series of preferred stock will be convertible into our common stock.
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DESCRIPTION OF TRUST ISSUED PREFERRED OR CAPITAL SECURITIES
GENERAL
One or more trust entities which we would create for that purpose may
issue from time to time their "preferred" or "capital" securities. We would own
the common interests in the trusts and our employees would administer them. The
proceeds of the sale of a trust's securities would be used to purchase debt
securities we would issue to the trust. These securities would likely be
subordinated debt securities. Interest and other payments by us under the
subordinated debt securities would be the trust's sole source of revenue. We
would also guarantee payments on the trust's securities to the extent it had
funds on hand available for the purposes at that time. If we determine that
trust securities will be issued, this registration statement will be amended to
add the trust or trusts as registrants, to provide additional information with
respect to the trust securities, the debt securities to be issued to the trust
and the guarantees. The trust agreement and guarantee forms would also be filed
as exhibits.
DESCRIPTION OF SUPPORT OBLIGATIONS AND INTERESTS THEREIN
GENERAL
Support obligations issued under this prospectus may include guarantees and
letters of credit that are issued in connection with, and as a means of
underlying credit support for, any part of a fixed or contingent payment
obligation of primary securities issued by third parties. The issuers of the
primary securities may or may not be affiliated with us. A holder of a primary
security will also hold uncertificated interests in the related support
obligation, representing the credit enhancement of the holder's primary security
afforded by the related support obligation.
The terms and conditions of any support obligations and related interests
will be determined by the terms and conditions of the related underlying
securities, and may vary from the general descriptions set forth below. A
complete description of the terms and conditions of any support obligations and
related interests issued pursuant to this prospectus will be set forth in the
accompanying prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement, any
support obligations and related interests will be unsecured and will rank
equally and ratably with all of our other unsecured and unsubordinated
indebtedness. The terms of a particular support obligation may provide that a
different support obligation may be substituted therefor, upon terms and
conditions described in the applicable prospectus supplement, provided that such
substitution is carried out in conformity with the Securities Act of 1933 and
the rules and regulations thereunder. Unless otherwise specified in the
accompanying prospectus supplement, each support obligation will be governed by
the laws of the State of New York. No document or instrument will (i) limit the
amount of support obligations or interests that may be issued, or (ii) contain
any provisions that limit our ability to incur indebtedness or that afford
holders of support obligations or interests protection in the event GE Company,
as our ultimate stockholder, causes us to
19
engage in a highly leveraged transaction, reorganization, restructuring, merger
or similar transaction.
GUARANTEES
Guarantees that we issue from time to time under this prospectus for the
benefit of holders of specified underlying securities will generally include the
following terms and conditions, plus any different or additional terms specified
in the accompanying prospectus supplement.
The guarantee will provide that we unconditionally guarantee the due and
punctual payment of the principal, interest (if any), premium (if any) and all
other amounts due under the applicable underlying securities when the same shall
become due and payable, whether at maturity, pursuant to mandatory or optional
prepayments, by acceleration or otherwise, in each case after any applicable
grace periods or notice requirements, according to the terms of the applicable
underlying securities. Any guarantee shall be unconditional irrespective of the
validity or enforceability of the applicable underlying security, any change or
amendment thereto or any other circumstances that may otherwise constitute a
legal or equitable discharge or defense of a guarantor. However, we will not
waive presentment or demand of payment or notice with respect to the applicable
underlying security unless otherwise provided in the accompanying prospectus
supplement.
We shall be subrogated to all rights of the issuer of the applicable
underlying securities in respect of any amounts paid by us pursuant to the
provisions of a guarantee. The guarantee shall continue to be effective or
reinstated, as the case may be, if at any time any payment made by the issuer of
the applicable underlying security is rescinded or must otherwise be returned
upon the insolvency, bankruptcy or reorganization of GECC, the issuer of the
applicable underlying security or otherwise.
LETTERS OF CREDIT
The direct-pay letters of credit we issue from time to time under this
prospectus relating to specified underlying securities shall include the
following terms and conditions, plus any additional terms specified in the
accompanying prospectus supplement.
Any letter of credit will be our direct-pay obligation issued for the
account of the holders of the applicable underlying securities or, in certain
cases, an agent acting on behalf of the issuer of the applicable underlying
securities or a trustee acting on behalf of the holders. The letter of credit
will be issued in an amount that corresponds to principal and, if applicable,
interest and other payments payable with respect to the applicable underlying
securities. Drawings under the letter of credit will reduce the amount available
under the letter of credit, but drawings of a recurring nature (such as
interest) will automatically be reinstated following the date of repayment
provided that the letter of credit has not otherwise expired.
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The letter of credit will expire at a date and time specified in the
accompanying prospectus supplement, and will also expire upon the earlier
occurrence of certain events, as described in the accompanying prospectus
supplement.
ERISA MATTERS
We (and our affiliates) provide services to many employee benefit plans,
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") including entities such as collective investment funds, partnerships
and separate accounts whose underlying assets include assets of such plans
(collectively, "Plans"). We and our affiliates may each be considered a "party
in interest" within the meaning of ERISA, or a "disqualified person" under
corresponding provisions of the Internal Revenue Code of 1986 (the "Code"), with
respect to many Plans, as well as many individual retirement accounts and Keogh
plans (also "Plans"). "Prohibited transactions" within the meaning of ERISA and
the Code may result if any of the securities are acquired by a Plan as to which
we or any of our affiliates is a party in interest, unless such securities are
acquired pursuant to an applicable exemption. The U.S. Department of Labor has
issued five prohibited transaction class exemptions ("PTCEs") that may provide
exemptive relief for direct or indirect prohibited transactions resulting from
the purchase or holding of the security. Those class exemptions are PTCE 96-23
(for certain transactions determined by in-house asset managers), PTCE 95-60
(for certain transactions involving insurance company general accounts), PTCE
91-38 (for certain transactions involving bank collective investment funds),
PTCE 90-1 (for certain transactions involving insurance company separate
accounts), and PTCE 84-14 (for certain transactions determined by independent
qualified asset managers). Accordingly, each purchaser and each transferee using
the assets of a Plan subject to ERISA or Section 4975 of the Code to acquire the
securities will be deemed to have represented that the acquisition and continued
holding of the securities will be covered by a Department of Labor prohibited
transaction class exemption.
Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and
non-U.S. plans (as described in Section 4(b)(4) of ERISA) are not subject to
these "prohibited transaction" rules of ERISA or Section 4975 of the Code, but
may be subject to similar rules under other applicable laws or documents
("Similar Laws"). Accordingly, each purchaser or holder of the securities shall
be deemed to have represented that such purchase and holding is not prohibited
under applicable Similar Laws or rules. Any employee benefit plan or other
entity to which such provisions of ERISA, the Code or any Similar Laws apply
proposing to acquire the securities should consult with its legal counsel. The
sale of the securities to any Plan is in no respect a representation by us or
any of our affiliates or representatives that such an investment meets all
relevant legal requirements with respect to investments by Plans generally or
any particular Plan, or that such an investment is appropriate for Plans
generally or any particular Plan.
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LEGAL OPINIONS
Unless otherwise specified in the prospectus supplement accompanying this
prospectus, Alan M. Green, General Counsel, Corporate Treasury 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. Mr. Green
beneficially owns or has rights to acquire an aggregate of less than 0.01% of GE
Company's common stock.
EXPERTS
The consolidated financial statements and schedule of GECC as of December
31, 2005 and 2004, and for each of the years in the three-year period ended
December 31, 2005, and management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2005 incorporated herein by
reference from GECC's 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,
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.
The report of KPMG LLP on the consolidated financial statements and schedule
is dated February 10, 2006.
The report of KPMG LLP on the consolidated financial statements and schedule
refers to a change in 2004 and 2003 in the method of accounting for variable
interest entities.
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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 U.S. $800,000,000
making an offer of these securities in any state
where the offer is not permitted. The information
in this document is current only as of the date of GENERAL ELECTRIC
this document, regardless of the time of delivery CAPITAL CORPORATION
of this document or any sale of the securities.
GUARANTEE
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PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS ------------------------
PAGE
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PROSPECTUS SUPPLEMENT
Where You Can Get More Information on GECC..S-3
The Company.................................S-3
Introduction................................S-4
Background and Reasons for the Proposed
Amendments................................S-5
Description of the Proposed Amendments......S-6
The Solicitation............................S-8
Description of the GECC Guarantee..........S-12
Conditions to the Solicitation and the
Offering of the GECC Guarantee...........S-13
Plan of Distribution.......................S-14
Certain Federal Income Tax Consequences....S-14
Legal Opinion..............................S-16
Annex A.......................................1
PROSPECTUS
About This Prospectus.........................1
Risk Factors..................................2
Where You Can Get More
Information on GECC.......................2
The Company...................................2
Use of Proceeds...............................3
Plan of Distribution..........................4
Securities Offered............................5
Description of Debt Securities................6
Description of the Preferred Stock...........14
Description of Trust Issued Preferred or
Capital Securities.......................19
Description of Support Obligations and
Interests Therein........................19
ERISA Matters................................21
Legal Opinions...............................22
Experts......................................22
JUNE 9, 2006
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