Edgar Filing: GENERAL ELECTRIC CAPITAL CORP

As filed with the Securities and Exchange Commission on July 3, 2001

Post-Effective Amendment No. 2 to File No. 333-59977

Post-Effective Amendment No. 3 to File No. 33-43420
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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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.)

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 Nos. 33-59977 and
33-43420) (the "Registration Statements") as its own Registration Statements for
all purposes of the Securities Act and the Exchange Act. The information
contained in this Post-Effective Amendment No. 2 to File No. 33-59977 and
Post-Effective Amendment No. 3 to File No. 33-43420 to the Registration
Statements 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 Statements, 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 to the Company's Distribution Agreement dated
Registration Statement on Form February 1, 1992 between General
S-3 (No. 333-59977). Electric Capital Corporation and
GECC Capital Markets Group, Inc.

1(b) Exhibit 1(b) to the Company's Letter Agreement between General
Post-Effective Amendment No. 1 to Electric Capital Corporation and
Registration Statement on Form GECC Capital Markets Group, Inc.
S-3 (No. 333-59977) . dated as of January 25, 2001.

4(a) Exhibit 4 to the Company's Form of Indenture dated as of
Registration Statement on Form October 1, 1991 between the
S-3 (No. 33-43420). Company and Mercantile-Safe
Deposit and Trust Company, as
Trustee.

4(b) Exhibit 4(b) to the Company's First Supplemental Indenture
Registration Statement on Form dated as of May 11, 1994 to the
S-3 (No. 333-59977). Indenture dated as of October 1,
1991 between the Company and
Mercantile-Safe Deposit and Trust
Company, as Trustee.

4(c) Exhibit 4(c) to the Company's Second Supplemental Indenture
Registration Statement on Form dated as of August 15, 1996 to
S-3 (No. 333-59977) the Indenture dated as of October
1, 1991 between the Company and
The Chase Manhattan Bank, as
successor trustee.

4(d) Exhibit 4(d) to the Company's First Amended and Restated
Post-Effective Amendment No. 1 to Indenture dated as of January 25,
Registration Statement on Form 2001 between the Company and The
S-3 (No. 333-59977). Chase Manhattan Bank, as
successor trustee.

Incorporated by Reference
Exhibit Number to Filings Indicated Description
-------------- -------------------- -----------

4(e) First Supplemental Indenture
dated as of the effective time
and date of the Merger (as
defined therein), to the First
Amended and Restated Indenture
dated as of January 25, 2001,
among the Company, GECS Merger
Sub, Inc., and The Chase
Manhattan Bank.

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 Operation and
S-3 (No. 333-59977). Assistant Secretary of the
Company.

12 Exhibit 12 to the Company's Computation of ratio of earnings
Quarterly Report on Form 10-Q for to fixed charges
the quarter ended September 30,
2000 (No. 1-6461)

23 Exhibit 23 to the Company's Consent of KPMG LLP. Consent of
Post-Effective Amendment No. 1 to Glenn J. Goggins.
Registration Statement on Form
S-3 (No. 333-59977).

24 Exhibit 24 to the Company's Power of Attorney
Registration Statement on Form
S-3 (No. 333-59977)

25 Exhibit 25 to the Company's Form T-1 Statement of Eligibility
Post-Effective Amendment No. 1 to and Qualification under the Trust
Registration Statement on Form Indenture Act of 1939 of The
S-3 (No. 333-59977). Chase Manhattan Bank, in respect
of the Indenture filed as Exhibit
4(d)

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 Statements 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)

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 3 to the Registration Statements 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)

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

March 22, 2001
------------------------------ Director
(John F. Welch, Jr.)

*WILLIAM A. WOODBURN March 22, 2001
------------------------------ Director
(William A. Woodburn)

*JOAN C. AMBLE March 22, 2001
------------------------------ Vice President and Controller
(Joan C. Amble) (Principal Accounting Officer)

March 22, 2001
By /s/ James A. Parke+
--------------------------
(James A. Parke) Attorney-in-fact