Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 25 153K
Pursuant to a Transaction
2: EX-1.(D) Form of Underwriting Agreement Preferred Stock 13 41K
3: EX-4.(A) Amended & Restated Indenture Provisions, 2/27/97 88 322K
4: EX-4.(B) Amended & Restated Indenture Provisions, 2/28/97 72 277K
5: EX-4.(C) Amended & Restated Indenture Dated 2/27/97 10 44K
6: EX-4.(D) Amended & Restated Indenture Dated 2/28/98 7 24K
7: EX-4.(F) Form of Face of Series A Mtn Fixed Rate Reg Note 13 62K
8: EX-4.(G) Form of Series A Floating Rate Registered Note 21 95K
9: EX-4.(Y) For Certificate of Amendment Authorizing Shares 3 12K
10: EX-4.(Z) Form of Cert. of Amend. Specifying Terms 3 12K
11: EX-5 Consent of Bruce C. Bennett 3 14K
12: EX-23 Consent of James Kalashian 1 7K
13: EX-24 Power of Attorney 2 15K
14: EX-25 Form T-1 Statement of Eligibility 5 24K
S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1998
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-0746__FILE9NO.
333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
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GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1500700
(State of incorporation) (I.R.S. Employer Identification
Number)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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BRUCE C. BENNETT
ASSOCIATE GENERAL COUNSEL--TREASURY OPERATIONS AND ASSISTANT SECRETARY
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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[Download Table]
PROPOSED
MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1)(2)(3) FEE(4)
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Debt Securities, Debt Warrants, Preferred Stock.... $7.5 billion $2,212,500
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(1) Or, if any Debt Securities are issued (i) with an initial offering price
denominated in a foreign currency or a unit of two or more currencies,
such amount as shall result in an aggregate initial offering price
equivalent to $7.5 billion or (ii) at an original issue discount, such
greater amount as shall result in an aggregate initial offering price of
$7.5 billion.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Warrants may be offered and sold entitling the holder to purchase any of
the Debt Securities. Pursuant to Rule 457(g), no registration fee is
attributable to the Warrants registered hereby.
(4) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $1,298,999 previously paid to the
Commission relating to $3,767,096,501 aggregate principal amount of debt
securities and warrants previously registered pursuant to Registration
Statement No. 333-07469, which remained unissued as of the close of
business on July 22, 1998.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH
THE ISSUANCE OF DEBT SECURITIES AND WARRANTS REGISTERED PURSUANT TO
REGISTRATION STATEMENTS NO. 333-07469 PREVIOUSLY FILED BY THE REGISTRANT ON
FORM S-3 AND DECLARED EFFECTIVE ON AUGUST 6, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
PREFERRED STOCK
General Electric Capital Corporation (the "Company") may offer from time to
time its senior, unsecured debt securities ("Debt Securities"), warrants
("Warrants") to purchase any of the Debt Securities, variable cumulative
preferred stock, par value $100 per share, and preferred stock, par value $.01
per share (the "Preferred Stock"), which may be issued in the form of
depositary shares evidenced by depository receipts (the "Depositary Shares")
(the Debt Securities, the Warrants, the Preferred Stock and the Depositary
Shares being herein collectively called the "Securities"). The Debt Securities
are hereinafter in this Prospectus referred to as the "Notes," although any
series of Debt Securities to which the accompanying Prospectus Supplement
relates may bear a different title. Collectively, the variable cumulative
preferred stock and the preferred stock are referred to herein as the
"Preferred Stock" and individually as the "Variable Cumulative Preferred Stock"
and the "New Preferred Stock," respectively. The term "Prospectus Supplement"
as used herein includes any Pricing Supplement that accompanies any Prospectus
Supplement that accompanies this Prospectus.
The Securities will be offered on terms determined at the time of sale. The
accompanying Prospectus Supplement sets forth specifically
(a) with regard to the Notes, if any, in respect of which this Prospectus is
being delivered:
. the title of the Notes,
. the aggregate principal amount offered,
. the currency, currencies or currency units in which payments on the
Notes are payable,
. the rate or method of calculation, and the dates of payment, of
interest, if any,
. the date or dates from which such interest shall accrue,
. the method of determining holders to whom any such interest shall be
payable,
. the authorized denominations, if other than as provided herein,
. the maturity,
. the offering price or terms,
. the terms of any sinking fund, purchase fund or mandatory redemption,
and of any redemption at the option of the Company or repayment at the
option of the holder,
. the Trustee acting under the Indenture pursuant to which the Notes are
to be issued,
. the underwriter or underwriters or agent or agents, if any, for the
Notes, their compensation or the basis of determining the same and the
net proceeds to the Company, and
. the exchanges, if any, on which the Notes may be listed;
(b) with regard to the Warrants, if any, in respect of which this Prospectus
is being delivered:
. the offering price or terms,
. a description of the Notes for which each Warrant is exercisable,
. the aggregate number, exercise price, exercise period and expiration
date of the Warrants,
. the currency or currencies in which the exercise price is payable,
. the terms of any mandatory or optional call provisions,
. the price or prices, if any, at which the Warrants may be redeemed at
the option of the holder or will be redeemed upon expiration,
. the Warrant Agent acting under the Warrant Agreement pursuant to which
the Warrants are to be issued, and
. the exchanges, if any, on which the Warrants may be listed; and
(c) with regard to the Preferred Stock (or Depositary Shares) if any, in
respect of which this Prospectus is being delivered:
. the title of the series of Preferred Stock
. the number of shares of Preferred Stock offered
. the rate or method of calculation, and the dates of payment, of
dividends
. the date or dates from which dividends will accrue
. the offering price or terms
. terms of any mandatory redemption, any redemption at the option of the
Company or repayment at the option of the holder
. the underwriter or underwriters or agent or agents, if any, for the
Preferred Stock, their compensation or the basis of determining the same
and the net proceeds to the Company, and
. the exchanges, if any, on which the Preferred Stock may be listed.
The Securities will be sold either through underwriters or dealers, through
agents designated from time to time, or directly by the Company.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
July , 1998
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY AGENT, UNDERWRITER OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH
INFORMATION IS GIVEN IN THIS PROSPECTUS AND IN THE ACCOMPANYING PROSPECTUS
SUPPLEMENT. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the Regional Offices of the Commission at 500 West
Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New
York 10048 and copies can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Information may be obtained on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains
a Web site at http://www.sec.gov, which contains reports, proxy statements and
other information regarding registrant's that file electronically with the
Commission. Reports and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which certain of the Company's securities are listed.
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DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 and the
Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1998
filed with the Securities and Exchange Commission pursuant to the 1934 Act, to
which reference is hereby made.
All documents filed by the Company pursuant to Sections 13(a), 13(e), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered by the accompanying
Prospectus Supplement shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents.
Requests for such copies should be directed to Bruce C. Bennett, Associate
General Counsel--Treasury Operations and Assistant Secretary, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927,
Telephone No. (203) 357-4000.
2
THE COMPANY
General Electric Capital Corporation (herein together with its consolidated
affiliates called the "Company" unless the context otherwise requires) 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,
the name of the Company was General Electric Credit Corporation. All
outstanding common stock of the Company is owned by General Electric Capital
Services, Inc. ("GE Capital Services") formerly General Electric Financial
Services, Inc., the common stock of which is in turn wholly owned by General
Electric Company ("GE Company"). The business of the Company originally related
principally to financing the distribution and sale of consumer and other
products of GE Company. Currently, however, the types and brands of products
financed and the services offered are significantly more diversified. Very few
of the products financed by the Company are manufactured by GE Company.
The Company operates in four finance industry segments and in a specialty
insurance industry segment. The Company's financing activities include a full
range of leasing, lending, equipment management sales and services and consumer
savings and insurance services. The Company's specialty insurance activities
include providing financial guarantee insurance, principally municipal bonds
and structured finance issues, private mortgage insurance and creditor issuance
covering international customer loan repayments. The Company is an equity
investor in Montgomery Ward Holding Corp., a retail organization which filed a
bankruptcy petition for reorganization in 1997, and certain other services and
financial services organizations. The Company's operations are subject to a
variety of regulations in their respective jurisdictions.
Services of the Company are offered primarily throughout the United States,
Canada, Europe and the Pacific Basin. Computerized accounting and service
centers, including those located in Connecticut, Ohio, Georgia and England,
provide financing offices and other service locations with data processing,
accounting, collection, reporting and other administrative support. The
Company's principal executive offices are located at 260 Long Ridge Road,
Stamford, Connecticut 06927 (telephone number (203) 357-4000). At December 31,
1997, the Company employed approximately 65,000 persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
[Download Table]
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------- THREE MONTHS ENDED
1993 1994 1995 1996 1997 MARCH 28, 1998
---- ---- ---- ---- ---- ------------------
1.62 1.63 1.51 1.53 1.48 1.54
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
[Download Table]
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------- THREE MONTHS ENDED
1993 1994 1995 1996 1997 MARCH 28, 1998
---- ---- ---- ---- ---- ------------------
1.60 1.62 1.49 1.51 1.46 1.52
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 and fixed charges. Fixed charges consist of interest and
discount on all indebtedness and one-third of rentals, which the Company
believes is a responsible approximation of the interest factor of such rentals.
USE OF PROCEEDS
Except as may be otherwise set forth in the Prospectus Supplement
accompanying this Prospectus, the net proceeds from the sale of the Securities
to which such Prospectus Supplement relates will be added to the general funds
of the Company and will be available for financing its operations. Additional
short- and long-term financing, as required, will be undertaken at such times,
and through such means, as may be appropriate.
PLAN OF DISTRIBUTION
The Company may sell any issue of the Securities in any one or more of the
following ways: (i) through one or more underwriters or dealers; (ii) directly
to one or more purchasers; or (iii) through one or more agents.
3
From time to time, the Company may receive, and may solicit, offers from
underwriters to purchase all or a part of the Securities, to be reoffered to
the public through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone or otherwise. The
managing underwriter or underwriters, if any, with respect to the offer and
sale of the Securities to which the Prospectus Supplement accompanying this
Prospectus relates are set forth in such Prospectus Supplement and the members
of the underwriting syndicate, if any, are named in such Prospectus Supplement.
The Company will execute an underwriting agreement (the "Underwriting
Agreement") with any such underwriters and the names of the underwriters and
the terms of the transaction will be set forth in the Prospectus Supplement,
which will be used by the underwriters to make resales of the Securities in
respect of which this Prospectus is delivered to the public. Such Prospectus
Supplement also states the discounts and commissions, if any, to be allowed or
paid to the underwriters by the Company, and describes all other items, if any,
constituting underwriting compensation and the discounts and commissions to be
allowed or paid to dealers, if any. If underwriters or dealers are used in the
sale, the Securities will be acquired by the underwriters or dealers for their
own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined by the underwriter or dealer at the time of sale. The
relevant Underwriting Agreement will provide that the obligations of the
underwriters are subject to certain conditions precedent, and the Company will
agree, under the Underwriting Agreement, to indemnify the underwriters against
certain civil liabilities, including liabilities under the Securities Act of
1933.
Any agent involved in the offer or sale of the Securities in respect of which
this Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement
accompanying this Prospectus. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment. Agents and dealers may be entitled under agreements
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement accompanying this Prospectus,
the Company will authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase Securities from the Company at the offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The Company anticipates that delayed delivery contracts would be used to
facilitate the marketing of the Securities by accommodating institutions that
wish to invest in the Securities but will not have funds available for the
purchase until some date following the anticipated closing date.
GE Capital Services, which owns all of the outstanding common stock of the
Company, currently owns through subsidiaries (including the Company)
approximately 22% of the issued and outstanding common stock of PaineWebber
Group Inc. ("PaineWebber") and the Company owns Redeemable Preferred Stock of
PaineWebber. As a result, any offering of Securities is required to be made in
compliance with the applicable provisions of Rule 2720 to the Conduct Rules of
the National Association of Securities Dealers, Inc. ("NASD"), which Rule
applies to offerings of securities of issuers affiliated with NASD members. In
accordance therewith, no underwriter or dealer may confirm sales of Securities
to accounts over which they exercise discretionary authority.
For further information with respect to the terms of the offering of
Securities in respect of which this Prospectus is being delivered, see the
Prospectus Supplement accompanying this Prospectus.
4
DESCRIPTION OF NOTES
GENERAL
The Notes are to be issued under one or more separate Indentures (each an
"Indenture"), in each case between the Company and a banking institution
organized under the laws of the United States or one of the states thereof
(each a "Trustee"). None of the Indentures limits the amount of Notes or other
unsecured, senior debt which may be issued thereunder or limits the amount of
other debt, secured or unsecured, which may be issued by the Company.
The statements under this heading are subject to the detailed provisions of
each Indenture, a copy of each of which is filed as an exhibit to the
Registration Statement. Wherever particular provisions of the Indentures or
terms defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made and the statements
are qualified in their entirety by such reference.
Reference is made to the Prospectus Supplement accompanying this Prospectus
for the terms specified by the Company pursuant to the Indenture of, and other
information with respect to, the Notes being offered thereby, including: (1)
the designation, the aggregate principal amount and, if other than as provided
herein, the authorized denominations of such Notes; (2) the percentage of their
principal amount at which such Notes will be issued; (3) the date or dates on
which such Notes will mature; (4) the currency, currencies or currency units in
which the payments on such Notes will be payable; (5) the rate or rates at
which such Notes will bear interest, if any, or the method of determination of
such rate or rates; (6) the date or dates from which such interest, if any,
shall accrue, the dates on which such interest, if any, will be payable and the
method of determining holders to whom any such interest shall be payable; (7)
the prices, if any, at which, and the dates at or after which, such Notes must
or may be repaid, repurchased or redeemed; (8) the exchanges, if any, on which
the Notes may be listed; and (9) the Trustee under the Indenture pursuant to
which the Notes are to be issued. (Sections 2.02 and 2.02A.) Interest, if any,
is to be payable to the persons, and in the manner, specified in the Prospectus
Supplement accompanying this Prospectus and, unless otherwise specified in such
Prospectus Supplement, will be computed on the basis of a 360-day year
consisting of twelve 30-day months. (Section 2.10.)
The Notes will be unsecured and will rank pari passu (equally and ratably)
with all other unsecured and unsubordinated indebtedness of the Company.
Some of the Notes may be issued as discounted Notes to be sold at a
substantial discount below their stated principal amount. Federal income tax
consequences and other special considerations applicable to any such discounted
Notes will be described in the Prospectus Supplement with respect to any such
Notes.
The Indentures do not contain any provisions that limit the ability of the
Company to incur indebtedness or that afford holders Securities protection in
the event GE Company, as sole indirect stockholder of the Company, causes the
Company to engage in a highly leveraged transaction, reorganization,
restructuring, merger or similar transaction.
GLOBAL NOTES, DELIVERY AND FORM
Except as otherwise set forth in the Prospectus Supplement accompanying this
Prospectus, the Notes will be issued in the form of one or more fully
registered Global Notes that will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depository") and registered
in the name of the Depository's nominee. The Depository currently limits the
maximum denomination of any single Global Note to $200,000,000. For purposes of
this Prospectus, "Global Note" refers to the Global Note or Global Notes
representing an entire issue of Notes.
Except as set forth below, a Global Note may be transferred, in whole and not
in part, only to another nominee of the Depository or to a successor of the
Depository or its nominee.
5
The Depository has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions in such securities between Participants through electronic book-
entry charges in accounts of its Participants. Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Access to the Depository's system is also available to
others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("indirect participants"). Persons who are not Participants may
beneficially own securities held by the Depository only through Participants or
indirect participants.
The Depository advises that pursuant to procedures established by it (i) upon
issuance of a Global Note by the Company in connection with the sale thereof to
an underwriter or underwriters, the Depository will credit the accounts of
Participants designated by such underwriter or underwriters with the principal
amount of the Notes purchased by such underwriter or underwriters, and (ii)
ownership of beneficial interests in a Global Note will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depository (with respect to Participants), by the Participants (with
respect to indirect participants and certain beneficial owners) and by the
indirect participants (with respect to all other beneficial owners). The laws
of some states require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, the ability to
transfer beneficial interests in a Global Note is limited to such extent.
So long as a nominee of the Depository is the registered owner of a Global
Note, such nominee for all purposes will be considered the sole owner or holder
of such Notes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form, and will not be considered the owners or
holders thereof under the Indenture.
Neither the Company, the Trustee, any paying agent nor any registrar of the
Notes will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in a
Global Note, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
Payments of principal and interest, if any, on the Notes registered in the
name of the Depository's nominee will be made by or on behalf of the Company in
immediately available funds to the Depository's nominee as the registered owner
of the Global Note. Under the terms of the Indenture, the Company and the
Trustee will treat the persons in whose names the Notes are registered as the
owners of such Notes for the purpose of receiving payment of principal and
interest, if any, on such Notes and for all other purposes whatsoever.
Therefore, neither the Company, the Trustee nor any paying agent has any direct
responsibility or liability for the payment of principal or interest, if any,
on the Notes to owners of beneficial interests in a Global Note. The Depository
has advised the Company and the Trustee that its current practice is, upon
receipt of any payment of principal or interest, to immediately credit the
amounts of the Participants with such payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in a Global
Note as shown in the records of the Depository. The Depository's current
practice is to credit such accounts, as to interest, in next-day funds and, as
to principal, in same-day funds. Payments by Participants and indirect
participants to owners of beneficial interests in a Global Note will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or
indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Notes in definitive form in exchange for a Global
Note. In addition, the Company may at any time determine not to have the Notes
represented by a Global Note and, in such event, will issue Notes in definitive
form in exchange for a Global Note. In
6
either instance, an owner of a beneficial interest in a Global Note will be
entitled to have Notes equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery of such Notes
in definitive form. Notes so issued in definitive form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupons, and the Company will maintain in the
Borough of Manhattan, The City of New York, one or more offices or agencies
where such Notes may be presented for payment and may be transferred or
exchanged. No service charge will be made for any transfer or exchange of such
Notes, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
SAME-DAY SETTLEMENT IN RESPECT OF GLOBAL NOTES
Secondary trading in definitive long-term notes and debentures of corporate
issuers is generally settled in clearing-house or next-day funds. In contrast,
Global Notes held by the Depository will trade in the Depository's Same-Day
Funds Settlement System until maturity, and secondary market trading activity
in the Notes will therefore be required by the Depository to settle in
immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
Notes.
MODIFICATION OF THE INDENTURES
Each Indenture permits the Company and the Trustee thereunder, with the
consent of the holders of not less than 66 2/3% in aggregate principal amount
of the Notes of each series affected outstanding, to add any provisions to or
change in any manner or eliminate any of the provisions of such Indenture or
modify in any manner the rights of the holders of Notes of each such series,
provided that no such addition or modification shall (i) among other things,
extend the fixed maturity of any Notes or reduce the principal amount thereof
(including in the case of a discounted Note the amount payable upon
acceleration of the maturity thereof), reduce the redemption premium thereon or
reduce the rate or extend the time of payment of interest, if any, thereon, or
(ii) reduce the aforesaid percentage of principal amount of such Notes of any
series, the consent of the holders of which is required for any addition or
modification, without in each case the consent of the holder of each such Note
so affected. (Section 10.02.)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Notes is defined in each
Indenture as being: (a) default in any payment of principal or premium, if any,
on any Note of such series; (b) default for 30 days in payment of any interest
on any Note of such series; (c) default in the making or satisfaction of any
sinking fund payment or analogous obligation on the Notes of such series; (d)
default for 60 days after written notice to the Company in performance of any
other covenant in respect of the Notes of such series contained in such
Indenture; (e) a default, as defined, with respect to any other series of Notes
outstanding under the relevant Indenture or as defined in any other indenture
or instrument evidencing or under which the Company has outstanding any
indebtedness for borrowed money, as a result of which such other series or such
other indebtedness of the Company 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 Notes may be remedied, cured or waived by the remedying, curing or
waiving of such other default under such other series or such other
indebtedness); or (f) certain events in bankruptcy, insolvency or
reorganization. (Section 6.01.) Each Indenture requires the Company to deliver
to the Trustee annually a written statement as to the presence or absence of
certain defaults under the terms thereof. (Section 4.06.) No Event of Default
with respect to a particular series of Notes under any Indenture necessarily
constitutes an Event of Default with respect to any other series of Notes
issued thereunder. Each Indenture provides that the Trustee may withhold notice
to the holders of any series of Notes issued thereunder of any default (except
in the payment of principal, premium, if any, or interest, if any, on any of
the Notes of such series or in the making of any sinking fund instalment or
analogous obligation with respect to such series) if the Trustee considers it
in the interest of such Noteholders to do so. (Section 6.08.)
7
Each Indenture provides that during the continuance of an Event of Default
with respect to any series of Notes, either the Trustee thereunder or the
holders of 25% in aggregate principal amount of the outstanding Notes of such
series may declare the principal, or in the case of discounted Notes, such
portion thereof as may be described in the Prospectus Supplement accompanying
this Prospectus, of all such Notes to be due and payable immediately, but under
certain conditions such declaration may be annulled by the holders of a
majority in principal amount of such Notes then outstanding. Each Indenture
provides that past defaults with respect to a particular series of Notes
(except, unless theretofore cured, a default in payment of principal of,
premium, if any, or interest, if any, on any of the Notes of such series, or
the payment of any sinking fund instalment or analogous obligation on the Notes
of such series) may be waived on behalf of the holders of all Notes of such
series by the holders of a majority in principal amount of such Notes then
outstanding. (Sections 6.01 and 6.07.)
Subject to the provisions of each Indenture relating to the duties of the
Trustee thereunder in case an Event of Default with respect to any series of
Notes shall occur and be continuing, such Trustee shall be under no obligation
to exercise any of its rights or powers under such Indenture at the request,
order or direction of any holders of Notes of any series issued thereunder
unless such holders shall have offered to the Trustee reasonable indemnity.
(Sections 7.01 and 7.02.) Subject to such indemnification provision, each
Indenture provides that the holders of a majority in principal amount of the
Notes 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 Notes of such series, provided
that such Trustee may decline to follow any such direction if it has not been
offered reasonable indemnity therefor or if it determines that the proceedings
so directed would be illegal or involve it in any personal liability. (Section
6.07.)
CONCERNING THE TRUSTEE
The Chase Manhattan Bank, as successor to The Bank of New York, acts as
trustee under (i) an Amended and Restated Indenture with the Company dated as
of February 27, 1997, (ii) an Amended and Restated Indenture with the Company
dated as of February 28, 1997, and (iii) an Indenture with the Company dated as
of October 1, 1991, as amended and supplemented. The Chase Manhattan Bank also
acts as trustee under certain other indentures with the Company. A number of
series of senior, unsecured notes of the Company are presently outstanding
under each of such indentures, and any of the Notes may be issued under either
of the indentures referred to in clauses (i) and (ii) above.
Any material business and other relationships (including additional
trusteeships), other than the present and prospective trusteeships referred to
in the foregoing paragraph, between, on the one hand, the Company, GE Company
and other affiliates of GE Company and, on the other hand, each Trustee under
any Indenture pursuant to which any of the Notes to which the Prospectus
Supplement accompanying this Prospectus relates are to be issued, are described
in such Prospectus Supplement.
DESCRIPTION OF WARRANTS
GENERAL
The following statements with respect to the Warrants are summaries of the
detailed provisions of one or more separate Warrant Agreements (each a "Warrant
Agreement") between the Company and a banking institution organized under the
laws of the United States or one of the states thereof (each a "Warrant
Agent"), a form of which is filed as an exhibit to the Registration Statement.
Wherever particular provisions of the Warrant Agreement or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made, and the statements are qualified in
their entirety by such reference.
8
The Warrants will be evidenced by Warrant Certificates (the "Warrant
Certificates") and, except as otherwise specified in the Prospectus Supplement
accompanying this Prospectus, may be traded separately from any Notes with
which they may be issued. Warrant Certificates may be exchanged for new Warrant
Certificates of different denominations at the office of the Warrant Agent. The
holder of a Warrant does not have any of the rights of a Noteholder in respect
of, and is not entitled to any payments on, any Note issuable (but not yet
issued) upon exercise of the Warrants.
The Warrants may be issued in one or more series, and reference is made to
the Prospectus Supplement accompanying this Prospectus relating to the
particular series of Warrants, if any, offered thereby for the terms of, and
other information with respect to, such Warrants, including: (1) the title and
the aggregate number of Warrants; (2) the Notes for which each Warrant is
exercisable; (3) the date or dates on which such Warrants will expire; (4) the
price or prices at which such Warrants are exercisable; (5) the currency or
currencies in which such Warrants are exercisable; (6) the periods during which
and places at which such Warrants are exercisable; (7) the terms of any
mandatory or optional call provisions; (8) the price or prices, if any, at
which the Warrants may be redeemed at the option of the holder or will be
redeemed upon expiration; (9) the identity of the Warrant Agent; and (10) the
exchanges, if any, on which such Warrants may be listed.
EXERCISE OF WARRANTS
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
Warrant, and communicating the identity of the Warrantholder and the number of
Warrants to be exercised. Upon receipt of payment and the Warrant Certificate
property completed and duly executed, at the office of the Warrant Agent, the
Warrant Agent will, as soon as practicable, forward Notes in authorized
denominations. If less than all of the Warrants evidenced by the Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.
9
DESCRIPTION OF THE PREFERRED STOCK
GENERAL
The Board of Directors of the Company has authorized the issuance of the
Shares of Preferred Stock, in Series with such voting powers, full or limited
but not to exceed one vote per share, or without voting powers, and with such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors (or any duly authorized
committee thereof) of the Company and as are not stated and expressed in the
Company's Restated Organization Certificate, as amended (the "Organization
Certificate"). The Shares of 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, the capital stock of the Company as
authorized by its sole common stockholder consists of 3,866,000 shares of
Common Stock, par value of $200 per share (the "Common Stock"), 28,000 Shares
of Variable Cumulative Preferred Stock, par value $100 per share (the "Variable
Cumulative Preferred Stock"), and 750,000 shares of Preferred Stock, par value
$.01 per share (the "New Preferred Stock"). The Preferred Stock is issuable
from time to time in Series. There are presently outstanding 3,837,825 shares
of Common Stock and 23,000 shares of Variable Cumulative Preferred Stock. Each
Series of Variable Cumulative Preferred Stock ranks equally with each other
Series of Variable Cumulative Preferred Stock as to dividend and liquidation
preference.
The following description of Preferred Stock sets forth certain general terms
and provisions of the Series of Preferred Stock to which any Prospectus
Supplement may relate.
The following is a brief summary of certain provisions contained in the
Company's Organization Certificate. Certain other terms of any particular
Series of Preferred Stock will be described in the Prospectus Supplement
relating to such Series of Preferred Stock including: (i) the designation,
number of shares and stated value per share; (ii) the amount of liquidation
preference; (iii) the initial public offering price at which shares of such
Series of Preferred Stock will be sold; (iv) the dividend rate or rates (or
method of ascertaining the same); (v) 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; (vi) any redemption or
sinking fund provisions; (vii) any conversion or exchange provisions; and
(viii) any additional dividend, redemption, liquidation or other preferences or
rights and qualifications, limitations or restrictions thereof. If so indicated
in the Prospectus Supplement relating thereto, the terms of any such Series of
Preferred Stock may differ from the terms set forth below. The description of
Preferred Stock set forth below and the description of the terms of a
particular Series of Preferred Stock set forth in the Prospectus Supplement
relating thereto do not purport to be complete and are qualified in their
entirety by reference to the Company's Organization Certificate. Such summary
does not purport to be complete and is qualified in its entirety by reference
to such document, a copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part.
The transfer agent, registrar, dividend disbursing agent and redemption agent
for shares of each Series of Preferred Stock will be specified in the
Prospectus Supplement relating thereto.
DIVIDEND RIGHTS
The holders of shares of each Series of Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors of the Company, out of
funds legally available therefor, cumulative or non-cumulative cash or other
dividends on such dates and at such rate or rates as are set forth in, or as
are determined by the method described in, the Prospectus Supplement relating
to such Series of Preferred Stock. Dividends on the shares of each Series of
Preferred Stock will accrue from the date on which the Company
10
initially issues shares of such Series or as otherwise set forth in the
Prospectus Supplement relating to such Series of Preferred Stock. Each dividend
will be payable to holders of record as they appear on the stock register of
the Company on the record dates fixed by the Board of Directors of the Company,
as specified in the Prospectus Supplement relating to such Series of Preferred
Stock. Each day on which dividends are payable on Shares of Preferred Stock is
referred to herein as a "Dividend Payment Date." The Prospectus Supplement
relating to a Series of Preferred Stock will describe any adjustments to be
made, if any, to the dividend rate in the event of certain amendments to the
Internal Revenue Code of 1986, as amended, with respect to the dividends-
received deduction.
In particular, the Dividend Payment Dates on the Variable Cumulative
Preferred Stock will be the last day of each Dividend Period, regardless of its
length, and, in the case of Dividend Periods of more than 99 days, on the
following additional dates: (a) if such Dividend Period is from 100 to 190
days, on the 91st day; (b) if such Dividend Period is from 191 to 281 days, on
the 91st and 182nd days; (c) if such Dividend Period is from 282 to 364 days,
on the 91st, 182nd and 273rd days; and (d) if such Dividend Period is from two
to 30 years, on January 15, April 15, July 15 and October 15 of each year;
provided, however, that in all such cases, if such date is not a business day,
the Dividend Payment Date shall be the business day next succeeding such date.
After the initial Dividend Period, each Dividend Period will begin on a
Dividend Payment Date and will end 49 days thereafter; provided, however, that,
subject to the limitations set forth in the Prospectus Supplement relating to
such Series of Variable Cumulative Preferred Stock, the Company may determine
the duration of any subsequent Dividend Period for shares of Variable
Cumulative Preferred Stock of a Series by a notice sent by the Company to all
record holders of shares of Variable Cumulative Preferred Stock of such Series.
After the initial Dividend Period, the dividend rates on the Variable
Cumulative Preferred Stock will be determined pursuant to an auction method,
subject to any maximum or minimum interest rate, which will be described in the
Prospectus Supplement relating to such Series of Variable Cumulative Preferred
Stock.
The Dividend Payment Dates and the Dividend Periods with respect to New
Preferred Stock will be described in the Prospectus Supplement relating to such
Series of New Preferred Stock.
So long as the shares of any Series of Preferred Stock shall be outstanding,
unless (i), when applicable, 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 preferred stock of the Company and (ii) the
Company shall not be 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 preferred stock of the Company, the Company 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 stock of the Company, other than Common Stock. In the event that
there shall be outstanding shares of any other series of preferred stock of the
Company (including any other Series of Preferred Stock) ranking on a parity as
to dividends with any Series of Preferred Stock and dividends on shares of such
Series of Preferred Stock or such other series of preferred stock of the
Company are in arrears, the Company, in making any dividend payment on account
of such arrears, is required to make payments ratably on all outstanding shares
of such Series of Preferred Stock and such other series of preferred stock of
the Company in proportion to the respective amounts of dividends in arrears on
all such outstanding shares of such Series of Preferred Stock and such other
series of preferred stock of the Company to the date of such dividend payment.
Holders of shares of any Series of Preferred Stock shall not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends on shares of such Series of Preferred Stock. No interest,
or sum of money in lieu of interest, shall be payable in respect of any
dividend payment or payments which may be in arrears.
LIQUIDATION RIGHTS
Upon the involuntary or voluntary liquidation, dissolution or winding up of
the Company, the holders of Shares of each Series of Preferred Stock will have
preference and priority over the Common Stock or any
11
other class of stock of the Company ranking on liquidation junior to the Shares
of Preferred Stock, for payment out of the assets of the Company or proceeds
thereof, available for distribution to stockholders, whether from capital or
surplus, of the amount per Share described in the Prospectus Supplement
relating to each Series of Preferred Stock plus all dividends accumulated and
unpaid thereon. If, in the case of any such liquidation, dissolution or winding
up of the Company, the assets of the Company or proceeds thereof shall be
insufficient to make the full respective preferential liquidation payment per
share as so stated in the applicable Prospectus Supplement plus all accumulated
and unpaid dividends on the Preferred Stock, then those assets and proceeds
will be distributed among the holders of the Preferred Stock ratably in
accordance with the respective amounts which would be payable on such Preferred
Stock if all amounts thereon were paid in full.
After payment to the holders of shares of such Series of Preferred Stock of
the full preferential amounts to which they are entitled, the holders of shares
of such Series of Preferred Stock will not be entitled to any further
participation in any distribution of assets by the Company, unless otherwise
provided in the Prospectus Supplement. The consolidation or merger of the
Company with or into any other corporation, or the sale of substantially all
the assets of the Company in consideration for the issuance of equity
securities of another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Company, if the voting power, preferences or
special rights of the holders of shares of such Series of Preferred Stock are
not impaired thereby.
VOTING RIGHTS
Holders of Common Stock are entitled to one vote per share on all matters
which arise at any meeting of shareholders of the Company. Holders of shares of
Preferred Stock will have no voting rights, except as set forth below, in a
Prospectus Supplement relating to a Series of Preferred Stock or as otherwise
required by law.
The holders of Variable Cumulative Preferred Stock have no voting rights
except as required by law or as set forth in a Prospectus Supplement and except
that the Company may not alter any of the preferences, privileges, voting
powers or other restrictions or qualifications of a Series of Variable
Cumulative Preferred Stock in a manner substantially prejudicial to the holders
thereof without the consent of the holders of at least two-thirds of the total
number of Shares of such Series.
With respect to the New Preferred Stock, in the event that six quarterly
dividends (whether or not consecutive) payable on any share or shares of any
Series of New Preferred Stock of the Company shall be in arrears, the holders
of shares of each Series of New Preferred Stock, voting separately as a class
with the holders of shares of any one or more other Series of Preferred Stock
of the Company upon which like voting rights have been conferred, shall be
entitled at the Company's next annual meeting of stockholders (and at each
subsequent annual meeting of stockholders), unless all dividends in arrears
have been paid or declared and set apart for payment prior thereto, to vote for
the election of two directors of the Company, with the remaining directors of
the Company 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 pursuant to the preceding
sentence may be removed at any time, either with or without cause, only by the
affirmative vote of the holders of the shares at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
arrears shall cease to exist, the holders of shares of such Series of New
Preferred Stock shall be divested of the foregoing special voting rights,
subject to revesting in the event of each and every subsequent like arrears in
payments of dividends. Upon the termination of each such special voting right,
the terms of office of all persons who may have been elected directors by vote
of the holders of such shares of New Preferred Stock of the Company pursuant to
such special voting right shall immediately terminate.
12
With respect to the New Preferred Stock, without the consent of the holders
of shares entitled to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of New Preferred Stock of the
Company then outstanding, voting as a class without regard to series, with the
holders of shares of each Series of New Preferred Stock being entitled to vote,
the Company may not: (a) create any class or Series of stock which shall have
preference as to dividends or distributions of assets over any outstanding
Series of New Preferred Stock of the Company (other than a series which has no
right to object to such creation) or (b) alter or change the provisions of the
Organization Certificate so as to adversely affect the voting power,
preferences or special rights of the holders of shares of New Preferred Stock
of the Company; 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 New Preferred Stock of the Company 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 the holders of shares entitled to cast at least two-
thirds of the votes entitled to be cast by the holders of the total number of
shares of New Preferred Stock of the Company at the time outstanding.
The Prospectus Supplement relating to a Series of Preferred Stock will
further describe the voting rights, if any, of the Preferred Stock including
the number of or proportional votes per share.
REDEMPTION
The shares of any Series of Preferred Stock may be redeemable at the option
of the Company and may be subject to mandatory redemption pursuant to a sinking
fund or otherwise, in each case upon the terms, at the times and at the
redemption prices set forth in the Prospectus Supplement relating to such
Series.
If any dividends on shares of any Series of Preferred Stock are in arrears,
no shares of such Series shall be redeemed unless all outstanding shares of
such Series are simultaneously redeemed, and the Company shall not purchase or
otherwise acquire any shares of such Series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of such
Series pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of such Series.
With respect to the Variable Cumulative Preferred Stock, at the option of the
Company, the shares of any Series of Variable Cumulative Preferred Stock may be
redeemed out of legally available funds therefore, as a whole or from time to
time in part, (i) on the last day of any Dividend Period at a redemption price
of $100,000 per Share, plus accumulated and unpaid dividends to the date fixed
for redemption and (ii) in the case of shares of Variable Cumulative Preferred
Stock with a Dividend Period equal to or more than two years, on any Dividend
Payment Date for such shares at redemption prices (but not less than $100,000
per share) determined by the Company prior to the commencement of such Dividend
Period plus accumulated and unpaid dividends to the date set forth for
redemption.
CONVERSION RIGHTS
No Series of Preferred Stock will be convertible into Common Stock.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the Securities will be passed
upon for the Company by one of Nancy E. Barton, a director and Senior Vice
President, General Counsel and Secretary of the Company or Bruce C. Bennett,
Associate General Counsel--Treasury Operations and Assistant Secretary of the
Company, and for the underwriters, agents or dealers by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017. Ms. Barton and Mr. Bennett,
together with members of their families, own, have options to purchase and have
other interests in shares of common stock of GE Company.
13
EXPERTS
The financial statements and schedule of General Electric Capital Corporation
and consolidated affiliates as of December 31, 1997 and 1996 and for each of
the years in the three-year period ended December 31, 1997, appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, have
been incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
[Download Table]
Filing Fee for Registration Statement........................... $2,212,500
Accounting Fees and Expenses.................................... 53,000*
NASD Rule 2720 filing and counsel fees.......................... 40,000
Trustees' and Warrant Agents' Fees and Expenses (including
counsel fees).................................................. 15,000*
Blue Sky filing and counsel fees................................ 45,000*
Printing and Engraving Fees..................................... 150,000*
Rating Agency Fees.............................................. 550,000*
Miscellaneous................................................... 1,500*
----------
Total....................................................... $3,067,000
==========
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* Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 7018-7022 of the New York Banking Law the Company may or
shall, subject to various exceptions and limitations, indemnify its directors
or officers as follows:
a. If a director or officer is made or threatened to be a party to an
action by or in the right of the Company to procure a judgment in its
favor, by reason of the fact that he is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of some other enterprise (including an employee benefit plan), the
Company may indemnify him against amounts paid in settlement and reasonable
expenses, including attorney's fees, incurred in the defense or settlement
of such action or an appeal therein, if such director or officer acted, in
good faith, for a purpose which he reasonably believed to be in (or, in the
case of service for any other enterprise, not opposed to) the best
interests of the Company, except that no indemnification is available under
such statutory provisions in respect of a threatened action or a pending
action which is settled or otherwise disposed of, or any claim or issue or
matter as to which such person is found liable to the Company, unless in
each such case a court determines that such person is fairly and reasonably
entitled to indemnity for such amount as the court deems proper.
b. With respect to any action or proceeding other than one by or in the
right of the Company to procure a judgement in its favor, if a director or
officer is made or threatened to be made a party by reason of the fact that
he was a director or officer of the Company, or served some other
enterprise (including an employee benefit plan) at the request of the
Company, the Company may indemnify him against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorney's fees
incurred as a result of such action or proceeding, or an appeal therein, if
he acted in good faith for a purpose which he reasonably believed to be in
(or, in the case of service for any other enterprise, not opposed to) the
best interests of the Company and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.
c. A director or officer who has been wholly successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of
the character described in paragraphs a or b above, shall be entitled to
indemnification as authorized in such paragraphs.
The foregoing statement is subject to the detailed provisions of Sections 7018-
7022 of the New York Banking Law.
The indemnification and advancement of expenses granted pursuant to the New
York Banking Law, as summarized in the foregoing paragraph, are not exclusive
of any other rights to indemnification or
II-1
advancement of expenses to which a director or officer may be entitled,
provided that no indemnification may be made if a judgment adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause so adjudicated, or that he personally gained a financial profit or other
advantage to which he was not legally entitled. The By-Laws of the Company
provide that directors and officers of the Company shall be indemnified to the
fullest extent permitted by law in connection with any actual or threatened
action or proceeding (including civil, criminal, administrative or
investigative proceedings) arising out of their service to the Company or to
another organization at the Company's request. Persons who are not directors or
officers of the Company may be similarly indemnified in respect of such service
to the extent authorized at any time by the Board of Directors.
Reference is made to Article VI of the Underwriting Agreements filed as
Exhibits 1(a), 1(c) and 1(d) hereto for a description of the indemnification
arrangements in connection with an underwritten offering of the Securities
registered hereby.
The directors of the Company are insured under officers and directors
liability insurance policies purchased by GE Company. The directors, officers
and employees of the Company are also insured against fiduciary liabilities
under the Employee Retirement Income Security Act of 1974.
ITEM 16. EXHIBITS.
[Enlarge/Download Table]
EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- ---------------------------------------------- -----------
1(a) --Exhibit 1(a) to the Company's Form of Underwriting Agreement for
Registration Statement on Form S-3 Debt Securities.
(No. 33-50909).
(b) --Exhibit 1(b) to the Company's Form of Amended and Restated U.S.
Registration Statement on Form S-3 Distribution Agreement dated as of
(No. 33-50909). August 31, 1993 among the Company and
the Dealers party thereto.
(c) --Exhibit 1 to the Company's Form of Underwriting Agreement
Registration Statement on Form S-3 Variable Cumulative Preferred Stock.
(No. 33-37156).
(d) Form of Underwriting Agreement
Preferred Stock.
4(a) Amended and Restated General Electric
Capital Corporation Standard Global
Multiple Series Indenture Provisions
dates as of February 27, 1997.
(b) Amended and Restated General Electric
Capital Corporation Standard Multiple-
Series Indenture Provisions dated as
of February 28, 1997.
(c) Amended and Restated Indenture dated
as of February 27, 1997 between the
Company and The Chase Manhattan Bank,
as successor trustee.
(d) Amended and Restated Indenture dated
as of February 28, 1997 between the
Company and The Chase Manhattan Bank,
as successor trustee.
(e) --Exhibit 4(k) to the Company's Form of Warrant Agreement.
Registration Statement on Form S-3
(No. 33-18118).
(f) Form of Global Medium-Term Note,
Series A, Fixed Rate Registered Note.
II-2
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EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- ---------------------------------------------- -----------
(g) Form of Global Medium-Term Note,
Series A, Floating Rate Registered
Note.
(h) --Exhibit 4(w) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form S-3 Series B/C, Fixed Rate Temporary
(No. 33-50909). Global Bearer Note.
(i) --Exhibit 4(x) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form S-3 Series B/C, Floating Rate Temporary
(No. 33-50909). Global Bearer Note.
(j) --Exhibit 4(y) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form S-3 Series B/C, Fixed Rate
(No. 33-50909). Bearer/Registered Note.
(k) --Exhibit 4(z) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form S-3 Series B/C, Floating Rate
(No. 33-50909). Bearer/Registered Note.
(l) --Exhibit 4(aa) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form S-3 Series B/C, Fixed Rate Permanent
(No. 33-50909). Global Bearer Note.
(m) --Exhibit 4(bb) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form S-3 Series B/C, Floating Rate Bearer Note.
(No. 33-50909).
(n) --Exhibit 3(i) to the Company's Annual Restated Organization Certificate
Report on Form 10-K for the fiscal filed by the Superintendent of Banks
year ended December 31, 1993 of the State of New York on November
(File No. 1-6461). 28, 1988, as last amended on December
6, 1990.
(o) --Exhibit 4(b) to the Company's Certificate of Amendment authorizing
Registration Statement on Form S-3 3,500 additional shares of Variable
(No. 33-58771). Cumulative Preferred Stock filed by
the Superintendent of Banks of the
State of New York on April 21, 1995.
(p) --Exhibit 4(c) to the Company's Certificate of Amendment specifying
Registration Statement on Form S-3 certain terms of the Series O, P and Q
(No. 33-61257). Variable Cumulative Preferred Stock
filed by the Acting Deputy
Superintendent of Banks of the State
of New York as of May 11, 1995.
(q) --Exhibit 4(d) to the Company's Certificate of Amendment specifying
Registration Statement on Form S-3 certain terms of the Series R, S, T,
(No. 33-61257). 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.
(r) --Exhibit 4(e) to the Company's Certificate of Amendment authorizing
Registration Statement on Form S-3 4,000 additional shares of Variable
(No. 33-61257). Cumulative Preferred Stock filed by
the Acting Deputy Superintendent of
Banks of the State of New York as of
July 17, 1995.
II-3
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EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- ---------------------------------------------- -----------
(s) --Exhibit 4(f) to the Company's Certificate of Amendment specifying
Registration Statement on Form S-3 certain terms of Series X, X-1, Y, Y-1
(No. 333-13195). 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.
(t) --Exhibit 4(f) to the Company's Certificate of Amendment authorizing
Registration Statement on Form S-3 5,000 additional shares of Variable
(No. 333-13195). Cumulative Preferred Stock and
effecting certain other amendments to
the Organization Certificate filed by
the Deputy Superintendent of Banks of
the State of New York as of September
26, 1996.
(u) --Exhibit 4(c) to the Company's Form of Certificate of Amendment
Registration Statement on Form S-3 specifying certain terms of each
(No. 33-58771). Series of Variable Cumulative
Preferred Stock.
(v) --Exhibit 4(f) to the Company's Certificate of Amendment specifying
Registration Statement on Form S-3 certain terms of Series AA, BB, CC and
(No. 333-13195). DD Variable Cumulative Preferred Stock
filed by the Deputy Superintendent of
Banks of the State of New York as of
December 9, 1997.
(w) --Exhibit 4(f) to the Company's Certificate of Amendment specifying
Registration Statement on Form S-3 certain terms of Series EE, FF, GG and
(No. 333-13195). HH Variable Cumulative Preferred Stock
filed by the Deputy Superintendent of
Banks of the State of New York as of
December 19, 1997.
(x) --Exhibit 4(f) to the Company's Certificate of Amendment reducing the
Registration Statement on Form S-3 authorized number of shares of Series
(No. 333-13195). EE, FF, GG and HH Variable Cumulative
Preferred Stock filed by the Deputy
Superintendent of Banks of the State
of New York as of February 17, 1998.
(y) Form of Certificate of Amendment
authorizing 5,000 additional shares of
Variable Cumulative 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 New York.
(z) Form of Certificate of Amendment
specifying certain terms of each
Series of Preferred Stock, par value
$.01 per share.
5 Opinion and consent of Bruce C.
Bennett, Associate General Counsel--
Treasury Operations and Assistant
Secretary of the Company.
II-4
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EXHIBIT
NUMBER INCORPORATED BY REFERENCE TO FILINGS INDICATED DESCRIPTION
------- ---------------------------------------------- -----------
12 --Exhibit 12 to the Company's Computation of ratio of earnings to
Quarterly Report on Form 10-Q for the fixed charges and computation of ratio
quarter ended March 28, 1998 (File of earnings to fixed charges and
No. 1-6461). preferred stock dividends.
23 Consent of KPMG Peat Marwick LLP
(contained in Part II of this
Registration Statement).
Consent of Bruce C. Bennett is
included in his opinion referred to in
Exhibit 5 above.
Consent of James Kalashian, Senior Tax
Counsel of the Company.
24 Power of Attorney.
25 Form T-1 Statement of Eligibility and
Qualification under the Trust
Indenture Act of 1939 of The Chase
Manhattan Bank, in respect of the
Amended and Restated Indenture being
filed as Exhibit 4(c) and the Amended
and Restated Indenture being filed as
Exhibit 4(d).
99(a) --Exhibit 28(a) to the Company's Trust Company Agreement.
Registration Statement on Form S-3
(No. 33-24667).
99(b) --Exhibit 28(b) to the Company's Amendment to Trust Company Agreement.
Registration Statement on Form S-3
(No. 33-37156).
99(c) --Exhibit 28(c) to the Company's Amendment No. 2 to Trust Company
Registration Statement on Form S-3 Agreement.
(No. 33-37156).
99(d) --Exhibit 99(d) to the Company's Form of Amendment No. 3 to Trust
Registration Statement on Form S-3 Company Agreement.
(No. 33-58771).
99(e) --Exhibit 28(d) to the Company's Form of Broker-Dealer Agreement.
Registration Statement on Form S-3
(No. 33-37156).
99(f) --Exhibit 28(e) to the Company's Form of Letter to the Depository Trust
Registration Statement on Form S-3 Company.
(No. 33-37156).
II-5
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that clauses (i) and (ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; (2) That, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering; (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Capital Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 23rd day of July, 1998.
General Electric Capital Corporation
/s/ James A. Parke
By __________________________________
(JAMES A. PARKE SENIOR VICE
PRESIDENT, FINANCE)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
* Gary C. Wendt Chairman of the
------------------------------------- Board and Chief
(GARY C. WENDT) Executive Officer
(Principal
Executive Officer)
* Denis J. Nayden President, Chief
------------------------------------- Operating Officer
(DENIS J. NAYDEN) and Director
/s/ James A. Parke Senior Vice
------------------------------------- President, Finance
(JAMES A. PARKE) and Director
(Principal
Financial Officer) July 23, 1998
* Jeffrey S. Werner Senior Vice
------------------------------------- President--
(JEFFREY S. WERNER) Corporate Treasury
and Global Funding
Operation
* N.D.T. Andrews Director
-------------------------------------
(N.D.T. ANDREWS)
* Nancy E. Barton Director
-------------------------------------
(NANCY E. BARTON)
* James R. Bunt Director
-------------------------------------
(JAMES R. BUNT)
* David M. Cote Director
-------------------------------------
(DAVID M. COTE)
* Dennis D. Dammerman Director
-------------------------------------
(DENNIS D. DAMMERMAN)
II-7
SIGNATURE TITLE DATE
* Paolo Fresco Director
-------------------------------------
(PAOLO FRESCO)
* Benjamin W. Heineman, Jr. Director
-------------------------------------
(BENJAMIN W. HEINEMAN, JR.)
* Jeffrey R. Immelt Director
-------------------------------------
(JEFFREY R. IMMELT)
* W. James McNerney, Jr. Director
-------------------------------------
(W. JAMES MCNERNEY, JR.)
* John H. Myers Director
-------------------------------------
(JOHN H. MYERS)
* Robert L. Nardelli Director
-------------------------------------
(ROBERT L. NARDELLI)
* Michael A. Neal Director July 23, 1998
-------------------------------------
(MICHAEL A. NEAL)
* John M. Samuels Director
-------------------------------------
(JOHN M. SAMUELS)
* Edward D. Stewart Director
-------------------------------------
(EDWARD D. STEWART)
* John F. Welch, Jr. Director
-------------------------------------
(JOHN F. WELCH, JR.)
* Joan C. Amble Vice President and
------------------------------------- Controller
(JOAN C. AMBLE) (Principal
Accounting Officer)
/s/ James A. Parke Attorney-in-fact
*By _________________________________
(JAMES A. PARKE)
II-8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on
Form S-3 of General Electric Capital Corporation of our report dated February
13, 1998 relating to the statement of financial position of General Electric
Capital Corporation and consolidated affiliates as of December 31, 1997 and
1996 and the related statements of current and retained earnings and cash flows
for each of the years in the three-year period ended December 31, 1997, and
related schedule, which report appears in the December 31, 1997 annual report
on Form 10-K of General Electric Capital Corporation.
We also consent to the reference to our firm under the heading "Experts" in
the Registration Statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
July 23, 1998
II-9
EXHIBIT INDEX
[Download Table]
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1(d) Form of Underwriting Agreement Preferred Stock.
4(a) Amended and Restated General Electric Capital Corporation Standard
Global Multiple Series Indenture Provisions dates as of February 27,
1997.
(b) Amended and Restated General Electric Capital Corporation Standard
Multiple-Series Indenture Provisions dated as of February 28, 1997.
(c) Amended and Restated Indenture dated as of February 27, 1997 between
the Company and The Chase Manhattan Bank, as successor trustee.
(d) Amended and Restated Indenture dated as of February 28, 1997 between
the Company and The Chase Manhattan Bank, as successor trustee.
(f) Form of Global Medium-Term Note, Series A, Fixed Rate Registered Note.
(g) Form of Global Medium-Term Note, Series A, Floating Rate Registered
Note.
(y) Form of Certificate of Amendment authorizing 5,000 additional shares
of Variable Cumulative 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 New
York.
(z) Form of Certificate of Amendment specifying certain terms of each
Series of Preferred Stock, par value $.01 per share.
5 Opinion and consent of Bruce C. Bennett, Associate General Counsel--
Treasury Operations and Assistant Secretary of the Company.
23 Consent of KPMG Peat Marwick LLP (contained in Part II of this
Registration Statement).
Consent of Bruce C. Bennett is included in his opinion referred to in
Exhibit 5 above.
Consent of James Kalashian, Senior Tax Counsel of the Company.
24 Power of Attorney.
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, in respect of the
Amended and Restated Indenture being filed as Exhibit 4(c) and the
Amended and Restated Indenture being filed as Exhibit 4(d).
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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