As filed with the Securities and Exchange Commission on July 3, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-1500700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927
(Address of Principal Executive Offices)
David Russell
Counsel
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-4000
(Name and Address of Agent for Service)
(Telephone Number, Including Area Code, of Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
THE REGISTRANT HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
Reincorporation in Delaware
At 10:00 am EDT on July 2, 2001, General Electric Capital Corporation, a corporation organized under Article XII of the New York Banking Law ("GE Capital-NY"), reincorporated as a Delaware business corporation (the "Reincorporation"). The Reincorporation was effected by means of the merger (the "Merger") of GE Capital-NY with and into a newly-formed corporation organized under the Delaware General Corporation Law ("GE Capital-DE"). GE Capital-DE was the surviving corporation in the Merger and upon the consummation of the Merger, changed its name to "General Electric Capital Corporation." As a result of the Merger, GE Capital-DE succeeded to and assumed all rights and obligations of GE Capital-NY, and immediately after the Merger GE Capital-DE had substantially the same assets and liabilities as GE Capital-NY had immediately prior to the Merger. The directors and officers of GE Capital-NY immediately prior to the Merger became the directors and officers of GE Capital-DE upon consummation of the Merger.
Immediately following the Reincorporation, all of the outstanding common stock of GE Capital-DE continued to be owned by General Electric Capital Services, Inc., a Delaware corporation ("GECS") (which previously held all of the outstanding common stock of GE Capital-NY). Each share of preferred stock of GE Capital-NY outstanding immediately prior to the Reincorporation was converted (pursuant to the Merger) into one share of preferred stock of GE Capital-DE having substantially the same designations, rights, powers and preferences of the preferred stock of GE Capital-NY so converted. Upon consummation of the Merger, GE Capital-DE has succeeded to GE Capital-NY's reporting obligations under Sections 13(a) and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
POST-EFFECTIVE AMENDMENT
This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by GE Capital-DE, as successor to GE Capital-NY. GE Capital-DE hereby expressly adopts the Registration Statement, as amended, on Form S-3 (File No. 333-40880) (the "Registration Statement") as its own Registration Statement for all purposes of the Securities Act and the Exchange Act. The information contained in this Post-Effective Amendment No. 1 to the Registration Statement sets forth the additional information necessary to reflect any material changes made in connection with or resulting from the Reincorporation, or necessary to keep the Registration Statement, identified above, from being misleading in any material respect.
Item 16. Exhibits
Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
1(a) Exhibit 1(a) to the Company's Form of Underwriting Agreement
Registration Statement on Form for Debt Securities.
S-3 (No. 33-50909).
1(b) Exhibit 1(b) to the Company's Amended and Restated U.S.
Post-Effective Amendment No. 1 to Distribution Agreement dated as
Registration Statement on Form of May 3, 1999 among the Company
S-3 (No. 333-76479). and the Dealers party thereto.
1(c) Exhibit 1 to the Company's Form of Underwriting Agreement
Registration Statement on Form Preferred Stock.
S-3 (No. 33-37156).
1(d) Exhibit 1(d) to the Company's Form of Underwriting Agreement
Registration Statement on Form Variable Cumulative Preferred
S-3 (No. 333-59707). Stock.
4(a) Exhibit 4(a) to the Company's Amended and Restated General
Registration Statement on Form Electric Capital Corporation
S-3 (No. 333-59707). Standard Global Multiple Series
Indenture Provisions dated
as of February 27, 1997.
4(b) Exhibit 4(b) to the Company's Amended and Restated General
Registration Statement on Form Electric Capital Corporation
S-3 (No. 333-59707). Standard Multiple-Series
Indenture Provisions dated
as of February 28, 1997.
4(c) Exhibit 4(c) to the Company's Amended and Restated Indenture
Registration Statement on Form dated as of February 27, 1997
S-3 (No. 333-59707). between the Company and The Chase
Manhattan Bank, as successor
trustee.
4(d) Exhibit 4(dd) to the Company's First Supplemental Indenture
Post-Effective Amendment No. 1 to dated as of May 3, 1999,
Registration Statement on Form supplemental to Third Amended and
S-3 (No. 333-76479). Restated Indenture dated as of
February 27, 1999.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
4(e) Exhibit 4(d) to the Company's Amended and Restated Indenture
Registration Statement on Form dated as of February 28, 1997
S-3 (No. 333-59707). between the Company and The Chase
Manhattan Bank, as successor
trustee.
4(f) Second Supplemental Indenture
dated as of the effective time
and date of the Merger (as
defined therein), to the Third
Amended and Restated Indenture
dated as of February 27, 1997,
among the Company, GECS Merger
Sub, Inc., and The Chase
Manhattan Bank.
4(g) First Supplemental Indenture
dated as of the effective time
and date of the Merger (as
defined therein), to the Third
Amended and Restated Indenture
dated as of February 28, 1997,
among the Company, GECS Merger
Sub, Inc., and The Chase
Manhattan Bank.
4(h) Exhibit 4(ee) to the Company's Second Amended and Restated
Post-Effective Amendment No. 1 to Fiscal and Paying Agency
Registration Statement on Form Agreement among the Company, GE
S-3 (No. 333-76479). Capital Australia, GE Capital
Australia Funding Pty Ltd, GE
Capital Finance Australia,
General Electric Capital Canada,
Inc., GE Capital Canada Funding
Company, GE Card Services Canada
Inc. (formerly known as GE
Capital Retailer Financial
Services Company) and The Chase
Manhattan Bank dated as of March
31, 1999.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
4(i) Exhibit 4(k) to the Company's Form of Warrant Agreement.
Registration Statement on Form
S-3 (No. 333-18118)
4(j) Exhibit 4(f) to the Company's Form of Global Medium-Term Note,
Post-Effective Amendment No. 1 to Series A, Fixed Rate Registered
Registration Statement on Form Note.
S-3 (No. 333-76479).
4(k) Exhibit 4(g) to the Company's Form of Global Medium-Term Note,
Post-Effective Amendment No. 1 to Series A, Floating Rate
Registration Statement on Form Registered Note.
S-3 (No. 333-76479).
4(l) Exhibit 4(w) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Fixed Rate Temporary
S-3 (No. 33-50909). Global Bearer Note.
4(m) Exhibit 4(x) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Floating Rate
S-3 (No. 33-50909). Temporary Global Bearer Note.
4(n) Exhibit 4(y) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Fixed Rate
S-3 (No. 33-50909). Bearer/Registered Note.
4(o) Exhibit 4(z) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Floating Rate
S-3 (No. 33-50909). Bearer/Registered Note.
4(p) Exhibit 4(aa) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Fixed Rate Permanent
S-3 (No. 33-50909). Global Bearer Note.
4(q) Exhibit 4(bb) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Floating Rate Bearer
S-3 (No. 33-50909). Note.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
4(r) Exhibit 4(p) to the Company's Form of Euro Temporary Global
Post-Effective Amendment No. 1 to Fixed Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).
4(s) Exhibit 4(q) to the Company's Form of Euro Permanent Global
Post-Effective Amendment No. 1 to Fixed Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).
4(t) Exhibit 4(r) to the Company's Form of Euro Definitive Global
Post-Effective Amendment No. 1 to Fixed Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).
4(u) Exhibit 4(s) to the Company's Form of Euro Temporary Global
Post-Effective Amendment No. 1 to Floating Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).
4(v) Exhibit 4(t) to the Company's Form of Euro Permanent Global
Post-Effective Amendment No. 1 to Floating Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).
4(w) Exhibit 4(u) to the Company's Form of Euro Definitive Floating
Post-Effective Amendment No. 1 to Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880)
4(x) Exhibit 3(i) to the Company's Restated Organization Certificate
Annual Report on Form 10-K for filed by the Superintendent of
the fiscal year ended December Banks of the State of New York on
31, 1993 (File No. 1-6461). November 28, 1988, as last
amended on December 6, 1990.
4(y) Exhibit 4(b) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 3,500 additional
S-3 (No. 33-58771). shares of Variable Cumulative
Preferred Stock filed by the
Superintendent of Banks of the
State of New York on April 21,
1995.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
4(z) Exhibit 4(c) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of the
S-3 (No. 33-61257). Series O, P and Q Variable
Cumulative Preferred Stock filed
by the Acting Deputy
Superintendent of Banks of the
State of New York as of May 11,
1995.
4(aa) Exhibit 4(d) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of the
S-3 (No. 33-61257). Series R, S, T, U, V and W
Variable Cumulative Preferred
Stock filed by the Acting Deputy
Superintendent of Banks of the
State of New York as of June 28,
1995.
4(bb) Exhibit 4(e) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 4,000 additional
S-3 (No. 33-61257). shares of Variable Cumulative
Preferred Stock filed by the
Acting Deputy Superintendent of
Banks of the State of New York
as of July 17, 1995.
4(cc) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of the
S-3 (No. 333-13195). Series X, X-1, Y, Y-1 and Z
Variable Cumulative Preferred
Stock filed by the Acting Deputy
Superintendent of Banks of the
State of New York as of November
1, 1995.
4(dd) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 5,000 additional
S-3 (No. 333-13195). shares of Variable
Cumulative Preferred Stock and effecting
certain other amendments to the
Organization Certificate filed
by the Deputy Superintendent of
Banks of the State of New York
as of September 26, 1996.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
4(ee) Exhibit 4(c) to the Company's Form of Certificate of Amendment
Registration Statement on Form specifying certain terms of each
S-3 (No. 333-58771). Series of Variable Cumulative
Preferred Stock.
4(ff) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of
S-3 (No. 333-13195). Series AA, BB, CC and DD Variable
Cumulative Preferred Stock filed
by the Deputy Superintendent of
Banks of the State of New York
as of December 9, 1997.
4(gg) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of
S-3 (No. 333-13195). Series EE, FF, GG and HH Variable
Cumulative Preferred Stock filed
by the Deputy Superintendent of
Banks of the State of New York
as of December 19, 1997.
4(hh) Exhibit 4(f) to the Company's Certificate of Amendment reducing
Registration Statement on Form the authorized number of shares
S-3 (No. 333-13195). of Series EE, FF, GG and HH
Variable Cumulative Preferred
Stock filed by the Deputy
Superintendent of Banks of the
State of New York as of February
17, 1998.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
4(ii) Exhibit 4(k) to the Company's Certificate of Amendment
Post-Effective Amendment No. 1 to authorizing 5,000 additional
Registration Statement on Form shares of Variable Cumulative
S-3 (No. 333-59707). Preferred Stock and 750,000
shares of Preferred Stock, par
value $.01 per share to the
Organization Certificate to be
filed by the Deputy
Superintendent of Banks of the
State of New York.
4(jj) Exhibit 4(z) to the Company's Form of Certificate of Amendment
Registration Statement on Form specifying certain terms of each
S-3 (No. 333-59707). Series of Preferred Stock, par
value $.01 per share.
4(kk) Exhibit 4(l) to the Company's Certificate of Amendment
Post-Effective Amendment No. 2 to specifying certain terms of the
Registration Statement on Form Series II Variable Cumulative
S-3 (No. 333-59707). Preferred Stock filed by the
Deputy Superintendent of Banks
of the State of New York as of
June 24, 1998.
4(ll) Exhibit 4(l) to the Company's Certificate of Amendment
Post-Effective Amendment No. 2 to specifying certain terms of the
Registration Statement on Form Series JJ, KK and LL Variable
S-3 (No. 333-59707). Cumulative Preferred Stock filed
by the Deputy Superintendent of
Banks of the State of New York as
of February 16, 1999.
4(mm) Exhibit 4(kk) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 5,000 additional
S-3 (No. 333-87367). shares of Variable Cumulative
Preferred Stock dated as of
April 15, 1999.
5 Exhibit 5 to the Company's Opinion and consent of Glenn J.
Post-Effective Amendment No. 1 to Goggins, Associate General
Registration Statement on Form Counsel - Treasury Operations and
S-3 (No. 333-40880). Assistant Secretary of the
Company.
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
12 Exhibit 12 to the Company's Computation of ratio of earnings
Quarterly Report on Form 10-Q for to fixed charges and computation
the quarter ended April 1, 2000 of ratio of earnings to fixed
(File No. 1-6461). charges and preferred stock
dividends.
23 Exhibit 23 to the Company's Consent of KPMG LLP. Consent of
Post-Effective Amendment No. 1 to Glenn J. Goggins is included in
Registration Statement on Form his opinion referred to in
S-3 (No. 333-40880). Exhibit 5 above. Consent of
James Kalashian, Senior Tax
Counsel of the Company.
24 Exhibit 24 to the Company's Power of Attorney.
Post-Effective Amendment No. 1 to
Registration Statement on Form
S-3 (No. 333-40880).
25 Exhibit 25 to the Company's T-1 Statement of Eligibility and
Post-Effective Amendment No. 1 to Qualification under the Trust
Registration Statement on Form Indenture Act of 1939 of The
S-3 (No. 333-40880). Chase Manhattan Bank, in respect
of the Amended and Restated
Indenture previously filed as
Exhibit 4(c) and 4(d) and the
Amended and Restated Indenture
previously filed as Exhibit
4(e).
99(a) Exhibit 28(a) to the Company's Trust Company Agreement.
Registration Statement on Form
S-3 (No. 33-24667).
99(b) Exhibit 28(b) to the Company's Amendment to Trust Company
Registration Statement on Form Agreement.
S-3 (No. 33-37156).
99(c) Exhibit 28(c) to the Company's Amendment No. 2 to the Trust
Registration Statement on Form Company Agreement.
S-3 (No. 33-37156).
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Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------
99(d) Exhibit 99(d) to the Company's Form of Amendment No. 3 to Trust
Registration Statement on Form Company Agreement.
S-3 (No. 33-58771).
99(e) Exhibit 28(d) to the Company's Form of Broker-Dealer Agreement.
Registration Statement on Form
S-3 (No. 33-37156).
99(f) Exhibit 28(e) to the Company's Form of Letter to the Depository
Registration Statement on Form Trust Company.
S-3 (No. 33-37156).
99(g) Exhibit 99(g) to the Company's Letter to Vice Chairman of
Post-Effective Amendment No. 1 to General Electric Company to
Registration Statement on Form General Electric Capital
S-3 (No. 333-59707). Corporation, dated February 4,
1999 with respect to replacing
redeemed variable cumulative
preferred stock with another
form of equity in certain
circumstances.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 29th day of June, 2001.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ James A. Parke+
---------------------------------------
James A. Parke
(Vice Chairman and Chief Financial
Officer)
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date
*DENIS J. NAYDEN Chairman, Chief Executive Officer and
------------------------------ Director
(Denis J. Nayden)
Vice Chairman, Chief Financial
/s/ James A. Parke+ Officer and Director (Principal
------------------------------ Financial Officer)
(James A. Parke)
*JEFFREY S. WERNER
------------------------------ Senior Vice President-Corporate
(Jeffrey S. Werner) Treasury and Global Funding Operation
*NANCY E. BARTON
------------------------------ Director
Nancy E. Barton
------------------------------ Director
(Francis S. Blake)
*JAMES R. BUNT
------------------------------ Director
(James R. Bunt)
------------------------------ Director
(David L. Calhoun)
------------------------------ Director
(Dennis D. Dammerman)
------------------------------ Director
(Scott C. Donnelly)
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Signature Title Date *MICHAEL D. FRAIZER ------------------------------ Director (Michael D. Fraizer) ------------------------------ Director (Benjamin W. Heineman, Jr.) *JEFFREY R. IMMELT ------------------------------ Director (Jeffrey R. Immelt) *JOHN H. MYERS ------------------------------ Director (John H. Myers) *MICHAEL A. NEAL ------------------------------ Director (Michael A. Neal) *RONALD R. PRESSMAN ------------------------------ Director (Ronald R. Pressman) *GARY M. REINER ------------------------------ Director (Gary M. Reiner) *JOHN M. SAMUELS ------------------------------ Director (John M. Samuels) *KEITH S. SHERIN ------------------------------ Director (Keith S. Sherin) *EDWARD D. STEWART ------------------------------ Director (Edward D. Stewart) |
Signature Title Date
------------------------------ Director
(John F. Welch, Jr.)
*WILLIAM A. WOODBURN
------------------------------ Director
(William A. Woodburn)
*JOAN C. AMBLE
------------------------------ Vice President and Controller
(Joan C. Amble) (Principal Accounting Officer)
By /s/ James A. Parke+
-------------------------
(James A. Parke) Attorney-in-fact
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Exhibit 4(f)
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE TO THE THIRD AMENDED AND RESTATED INDENTURE (this "Agreement") dated as of the effective time and date of the Merger (defined below), is made among GENERAL ELECTRIC CAPITAL CORPORATION (f/k/a General Electric Credit Corporation), a New York investment company (the "Company"), GECS MERGER SUB, INC., a Delaware corporation (the "Successor Corporation"), and THE CHASE MANHATTAN BANK, a corporation duly organized and existing under the laws of the State of New York (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee the Indenture dated as of September 1, 1982, between the Company and the Trustee, as it has been supplemented from time to time by (a) the First Supplemental Indenture dated as of March 1, 1988, between the Company and the Trustee; (b) the Second Supplemental Indenture dated as of June 30, 1989, between the Company and Mercantile-Safe Deposit and Trust Company; (c) the Third Supplemental Indenture dated as of April 1, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (d) the Fourth Supplemental Indenture dated as of April 1, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (e) the Fifth Supplemental Indenture dated as of August 31, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (f) the Sixth Supplemental Indenture dated as of October 31, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (g) the Seventh Supplemental Indenture dated as of September 10, 1991, between the Company and Mercantile-Safe Deposit and Trust Company; (h) the Eighth Supplemental Indenture dated as of February 26, 1992, between the Company and Mercantile-Safe Deposit and Trust Company; (i) the Ninth Supplemental Indenture dated as of May 12, 1992, between the Company and Mercantile-Safe Deposit and Trust Company; and (j) the Tenth Supplemental Indenture dated as of April 1, 1994, between the Company and Mercantile-Safe Deposit and Trust Company (as supplemented, the "Original Indenture"), pursuant to which the Securities have been issued;
WHEREAS, the Original Indenture was amended and restated by the Amended and Restated Indenture dated as of June 1, 1994, between the Company and The Bank of New York, as supplemented by the Instrument of Registration, Appointment and Acceptance dated as of May 15, 1995, among the Company, The Bank of New York and the Trustee, as successor trustee (as supplemented, the "First Amended and Restated Indenture");
WHEREAS, the First Amended and Restated Indenture was amended and restated by the Second Amended and Restated Indenture dated as of June 1, 1994, between the Company and the Trustee, as supplemented by the First Supplemental Indenture to the Second Amended and Restated Indenture dated as of August 1, 1996, between the Company and the Trustee (as supplemented, the "Second Amended and Restated Indenture");
WHEREAS, the Second Amended and Restated Indenture was amended and restated by the Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and the Trustee, as supplemented by the First Supplemental Indenture dated as of May 3, 1999, between the Company and the Trustee (as supplemented, the "Indenture"). All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture;
WHEREAS, the Company has proposed to reincorporate in the State of Delaware by merging (the "Merger") with and into the Successor Corporation, which will continue as the surviving corporation under the name "General Electric Capital Corporation";
WHEREAS, Section 10.01(a) of the Indenture provides that the Company and the Trustee may enter into a supplemental indenture without the consent of the Securityholders in order to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven of the Indenture;
WHEREAS, the Successor Corporation is a corporation organized and existing
under the laws of the United States of America or a state thereof pursuant to
Section 11.01 of the Indenture;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Agreement to amend and supplement the Indenture and has requested that the Trustee join in the execution of this Agreement; and
WHEREAS, all things necessary to make this Agreement a valid agreement of the Company, the Successor Corporation and the Trustee and a valid amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Successor Corporation and the Trustee hereby agree as follows:
SECTION 1. Assumption. (a) Pursuant to Section 11.01 of the Indenture, the Successor Corporation, as the surviving corporation of the Merger, hereby, as of the effective time and date of the Merger and subject to the effectiveness thereof, expressly assumes the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the Outstanding Securities and Coupons, if any, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company.
(b) Pursuant to Section 11.02 of the Indenture, as of the effective time and date of the Merger and subject to the effectiveness thereof, the Successor Corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named therein as the Company, and the Company shall be relieved of any further obligation under the Indenture and under the Outstanding Securities and Coupons, if any.
SECTION 2. Representation and Warranties. Immediately after the effective time of the Merger, the Successor Corporation will not be in default in the performance of any covenant or condition of the Indenture assumed by the Successor Corporation in Section 1 hereof.
SECTION 3. Incorporation of Indenture. All the provisions of this Agreement shall be deemed to be incorporated in, and made a part of, the Indenture; and
the Indenture, as supplemented and amended by this Agreement, shall be read, taken and construed as one and the same instrument.
SECTION 4. Headings. The headings of the Sections of this Agreement are inserted for convenience of information and reference and shall not be deemed to be a part thereof.
SECTION 5. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.
SECTION 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 7. Regarding the Trustee. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this Agreement, other than that the Trustee, as evidenced by its execution hereof, agrees that this Agreement is satisfactory evidence to the Trustee of the Successor Corporation's assumption of the Company's obligations as set forth herein, and the Trustee and each of the Securityholders shall be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities of the Trustee and each of the Securityholders provided for in the Indenture.
SECTION 8. Notices. For purposes of Section 14.03 of the Indenture, the address of the Successor Corporation is:
260 Long Ridge Road Stamford, Connecticut 06927 United States of America Attention: Senior Vice President-Corporate Treasury and Global Funding Operation Facsimile: 203-357-4975 Telephone: 203-357-4000
Notice of Merger. The Successor Corporation shall give the Trustee prompt notice of the effectiveness of the Merger.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the effective time and date of the Merger.
GENERAL ELECTRIC CAPITAL
CORPORATION, a New York investment company
By: /s/ Jeffrey S. Werner
---------------------------------------------
Jeffrey S. Werner
Senior Vice President - Corporate
Treasury and Global Funding Operation
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GECS MERGER SUB, INC., a Delaware corporation
By: /s/ Jeffrey S. Werner
---------------------------------------------
Jeffrey S. Werner
Senior Vice President - Corporate
Treasury and Global Funding Operation
|
THE CHASE MANHATTAN BANK, a New York
corporation, as trustee
By: /s/ James P. Freeman
---------------------------------------------
Name: James P. Freeman
Title: Vice President
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Exhibit 4(g)
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE TO THE THIRD AMENDED AND RESTATED INDENTURE (this "Agreement") dated as of the effective time and date of the Merger (defined below), is made among GENERAL ELECTRIC CAPITAL CORPORATION (f/k/a General Electric Credit Corporation), a New York investment company (the "Company"), GECS MERGER SUB, INC., a Delaware corporation (the "Successor Corporation"), and THE CHASE MANHATTAN BANK, a corporation duly organized and existing under the laws of the State of New York (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee the Indenture dated as of March 15, 1986, between the Company and Mercantile-Safe Deposit and Trust Company, as supplemented by the First Supplemental Indenture dated as of December 15, 1987, between the Company and Mercantile-Safe Deposit and Trust Company (as supplemented, the "Original Indenture"), pursuant to which the Securities have been issued;
WHEREAS, the Original Indenture was amended and restated by the Amended and Restated Indenture dated as of June 15, 1994, between the Company and The Bank of New York, as supplemented by the Instrument of Resignation, Appointment and Acceptance dated as of May 15, 1995, among the Company, The Bank of New York and the Trustee, as successor trustee (as supplemented, the "First Amended and Restated Indenture");
WHEREAS, the First Amended and Restated Indenture was amended and restated by the Second Amended and Restated Indenture dated as of June 15, 1994, between the Company and the Trustee, as supplemented by the First Supplemental Indenture to the Second Amended and Restated Indenture dated as of August 1, 1996, between the Company and the Trustee (as supplemented, the "Second Amended and Restated Indenture");
WHEREAS, the Second Amended and Restated Indenture was amended and restated by the Third Amended and Restated Indenture dated as of February 28,
1997, between the Company and the Trustee (as amended and restated, the "Indenture"). All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture;
WHEREAS, the Company has proposed to reincorporate in the State of Delaware by merging (the "Merger") with and into the Successor Corporation, which will continue as the surviving corporation under the name "General Electric Capital Corporation";
WHEREAS, Section 10.01(a) of the Indenture provides that the Company and the Trustee may enter into a supplemental indenture without the consent of the Securityholders in order to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven of the Indenture;
WHEREAS, the Successor Corporation is a corporation organized and existing
under the laws of the United States of America or a state thereof pursuant to
Section 11.01 of the Indenture;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Agreement to amend and supplement the Indenture and has requested that the Trustee join in the execution of this Agreement; and
WHEREAS, all things necessary to make this Agreement a valid agreement of the Company, the Successor Corporation and the Trustee and a valid amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Successor Corporation and the Trustee hereby agree as follows:
SECTION 1. Assumption. (a) Pursuant to Section 11.01 of the Indenture, the Successor Corporation, as the surviving corporation of the Merger, hereby, as of the effective time and date of the Merger and subject to the effectiveness thereof, expressly assumes the due and
punctual payment of the principal of, premium, if any, and interest, if any, on all the Outstanding Securities according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company.
(b) Pursuant to Section 11.02 of the Indenture, as of the effective time and date of the Merger and subject to the effectiveness thereof, the Successor Corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named therein as the Company, and the Company shall be relieved of any further obligation under the Indenture and under the Outstanding Securities.
SECTION 2. Representation and Warranties. Immediately after the effective time of the Merger, the Successor Corporation will not be in default in the performance of any covenant or condition of the Indenture assumed by the Successor Corporation in Section 1 hereof.
SECTION 3. Incorporation of Indenture. All the provisions of this Agreement shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Agreement, shall be read, taken and construed as one and the same instrument.
SECTION 4. Headings. The headings of the Sections of this Agreement are inserted for convenience of information and reference and shall not be deemed to be a part thereof.
SECTION 5. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.
SECTION 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 7. Regarding the Trustee. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this Agreement, other than that the Trustee, as evidenced by its execution hereof, agrees that this Agreement is satisfactory evidence to the Trustee of the Successor Corporation's assumption of the Company's obligations as set forth herein, and the Trustee and each of the Securityholders shall be entitled to all of the
benefits of all of the rights, privileges, immunities and indemnities of the Trustee and each of the Securityholders provided for in the Indenture.
SECTION 8. Notices. For purposes of Section 14.03 of the Indenture, the address of the Successor Corporation is:
260 Long Ridge Road Stamford, Connecticut 06927 United States of America Attention: Senior Vice President-Corporate Treasury and Global Funding Operation Facsimile: 203-357-4975 Telephone: 203-357-4000
SECTION 9. Notice of Merger. The Successor Corporation shall give the Trustee prompt notice of the effectiveness of the Merger.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the effective time and date of the Merger.
GENERAL ELECTRIC CAPITAL
CORPORATION, a New York investment company
By: /s/ Jeffrey S. Werner
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Jeffrey S. Werner
Senior Vice President - Corporate
Treasury and Global Funding Operation
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GECS MERGER SUB, INC., a Delaware corporation
By: /s/ Jeffrey S. Werner
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Jeffrey S. Werner
Senior Vice President - Corporate
Treasury and Global Funding Operation
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THE CHASE MANHATTAN BANK, a New York corporation, as trustee
By: /s/ James P. Freeman
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Name: James P. Freeman
Title: Vice President
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