Edgar Filing: GENERAL ELECTRIC CAPITAL CORP

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

Post-Effective Amendment No. 1 to File No. 333-40880
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 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 No. 333-40880) (the
"Registration Statement") as its own Registration Statement for all purposes of
the Securities Act and the Exchange Act. The information contained in this
Post-Effective Amendment No. 1 to the Registration Statement sets forth the
additional information necessary to reflect any material changes made in
connection with or resulting from the Reincorporation, or necessary to keep the
Registration Statement, identified above, from being misleading in any material
respect.

Item 16. Exhibits

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

1(a) Exhibit 1(a) to the Company's Form of Underwriting Agreement
Registration Statement on Form for Debt Securities.
S-3 (No. 33-50909).

1(b) Exhibit 1(b) to the Company's Amended and Restated U.S.
Post-Effective Amendment No. 1 to Distribution Agreement dated as
Registration Statement on Form of May 3, 1999 among the Company
S-3 (No. 333-76479). and the Dealers party thereto.

1(c) Exhibit 1 to the Company's Form of Underwriting Agreement
Registration Statement on Form Preferred Stock.
S-3 (No. 33-37156).

1(d) Exhibit 1(d) to the Company's Form of Underwriting Agreement
Registration Statement on Form Variable Cumulative Preferred
S-3 (No. 333-59707). Stock.

4(a) Exhibit 4(a) to the Company's Amended and Restated General
Registration Statement on Form Electric Capital Corporation
S-3 (No. 333-59707). Standard Global Multiple Series
Indenture Provisions dated
as of February 27, 1997.

4(b) Exhibit 4(b) to the Company's Amended and Restated General
Registration Statement on Form Electric Capital Corporation
S-3 (No. 333-59707). Standard Multiple-Series
Indenture Provisions dated
as of February 28, 1997.

4(c) Exhibit 4(c) to the Company's Amended and Restated Indenture
Registration Statement on Form dated as of February 27, 1997
S-3 (No. 333-59707). between the Company and The Chase
Manhattan Bank, as successor
trustee.

4(d) Exhibit 4(dd) to the Company's First Supplemental Indenture
Post-Effective Amendment No. 1 to dated as of May 3, 1999,
Registration Statement on Form supplemental to Third Amended and
S-3 (No. 333-76479). Restated Indenture dated as of
February 27, 1999.

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

4(e) Exhibit 4(d) to the Company's Amended and Restated Indenture
Registration Statement on Form dated as of February 28, 1997
S-3 (No. 333-59707). between the Company and The Chase
Manhattan Bank, as successor
trustee.

4(f) Second Supplemental Indenture
dated as of the effective time
and date of the Merger (as
defined therein), to the Third
Amended and Restated Indenture
dated as of February 27, 1997,
among the Company, GECS Merger
Sub, Inc., and The Chase
Manhattan Bank.

4(g) First Supplemental Indenture
dated as of the effective time
and date of the Merger (as
defined therein), to the Third
Amended and Restated Indenture
dated as of February 28, 1997,
among the Company, GECS Merger
Sub, Inc., and The Chase
Manhattan Bank.

4(h) Exhibit 4(ee) to the Company's Second Amended and Restated
Post-Effective Amendment No. 1 to Fiscal and Paying Agency
Registration Statement on Form Agreement among the Company, GE
S-3 (No. 333-76479). Capital Australia, GE Capital
Australia Funding Pty Ltd, GE
Capital Finance Australia,
General Electric Capital Canada,
Inc., GE Capital Canada Funding
Company, GE Card Services Canada
Inc. (formerly known as GE
Capital Retailer Financial
Services Company) and The Chase
Manhattan Bank dated as of March
31, 1999.

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

4(i) Exhibit 4(k) to the Company's Form of Warrant Agreement.
Registration Statement on Form
S-3 (No. 333-18118)

4(j) Exhibit 4(f) to the Company's Form of Global Medium-Term Note,
Post-Effective Amendment No. 1 to Series A, Fixed Rate Registered
Registration Statement on Form Note.
S-3 (No. 333-76479).

4(k) Exhibit 4(g) to the Company's Form of Global Medium-Term Note,
Post-Effective Amendment No. 1 to Series A, Floating Rate
Registration Statement on Form Registered Note.
S-3 (No. 333-76479).

4(l) Exhibit 4(w) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Fixed Rate Temporary
S-3 (No. 33-50909). Global Bearer Note.

4(m) Exhibit 4(x) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Floating Rate
S-3 (No. 33-50909). Temporary Global Bearer Note.

4(n) Exhibit 4(y) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Fixed Rate
S-3 (No. 33-50909). Bearer/Registered Note.

4(o) Exhibit 4(z) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Floating Rate
S-3 (No. 33-50909). Bearer/Registered Note.

4(p) Exhibit 4(aa) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Fixed Rate Permanent
S-3 (No. 33-50909). Global Bearer Note.

4(q) Exhibit 4(bb) to the Company's Form of Global Medium-Term Note,
Registration Statement on Form Series B/C, Floating Rate Bearer
S-3 (No. 33-50909). Note.

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

4(r) Exhibit 4(p) to the Company's Form of Euro Temporary Global
Post-Effective Amendment No. 1 to Fixed Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).

4(s) Exhibit 4(q) to the Company's Form of Euro Permanent Global
Post-Effective Amendment No. 1 to Fixed Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).

4(t) Exhibit 4(r) to the Company's Form of Euro Definitive Global
Post-Effective Amendment No. 1 to Fixed Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).

4(u) Exhibit 4(s) to the Company's Form of Euro Temporary Global
Post-Effective Amendment No. 1 to Floating Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).

4(v) Exhibit 4(t) to the Company's Form of Euro Permanent Global
Post-Effective Amendment No. 1 to Floating Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880).

4(w) Exhibit 4(u) to the Company's Form of Euro Definitive Floating
Post-Effective Amendment No. 1 to Rate Bearer Note.
Registration Statement on Form
S-3 (No. 333-40880)

4(x) Exhibit 3(i) to the Company's Restated Organization Certificate
Annual Report on Form 10-K for filed by the Superintendent of
the fiscal year ended December Banks of the State of New York on
31, 1993 (File No. 1-6461). November 28, 1988, as last
amended on December 6, 1990.

4(y) Exhibit 4(b) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 3,500 additional
S-3 (No. 33-58771). shares of Variable Cumulative
Preferred Stock filed by the
Superintendent of Banks of the
State of New York on April 21,
1995.

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

4(z) Exhibit 4(c) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of the
S-3 (No. 33-61257). Series O, P and Q Variable

Cumulative Preferred Stock filed
by the Acting Deputy
Superintendent of Banks of the
State of New York as of May 11,
1995.

4(aa) Exhibit 4(d) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of the
S-3 (No. 33-61257). Series R, S, T, U, V and W

Variable Cumulative Preferred
Stock filed by the Acting Deputy
Superintendent of Banks of the
State of New York as of June 28,
1995.

4(bb) Exhibit 4(e) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 4,000 additional
S-3 (No. 33-61257). shares of Variable Cumulative

Preferred Stock filed by the
Acting Deputy Superintendent of
Banks of the State of New York
as of July 17, 1995.

4(cc) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of the
S-3 (No. 333-13195). Series X, X-1, Y, Y-1 and Z

Variable Cumulative Preferred
Stock filed by the Acting Deputy
Superintendent of Banks of the
State of New York as of November
1, 1995.

4(dd) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 5,000 additional
S-3 (No. 333-13195). shares of Variable
Cumulative Preferred Stock and effecting
certain other amendments to the
Organization Certificate filed
by the Deputy Superintendent of
Banks of the State of New York
as of September 26, 1996.

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

4(ee) Exhibit 4(c) to the Company's Form of Certificate of Amendment
Registration Statement on Form specifying certain terms of each
S-3 (No. 333-58771). Series of Variable Cumulative
Preferred Stock.
4(ff) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of
S-3 (No. 333-13195). Series AA, BB, CC and DD Variable

Cumulative Preferred Stock filed
by the Deputy Superintendent of
Banks of the State of New York
as of December 9, 1997.

4(gg) Exhibit 4(f) to the Company's Certificate of Amendment
Registration Statement on Form specifying certain terms of
S-3 (No. 333-13195). Series EE, FF, GG and HH Variable

Cumulative Preferred Stock filed
by the Deputy Superintendent of
Banks of the State of New York
as of December 19, 1997.

4(hh) Exhibit 4(f) to the Company's Certificate of Amendment reducing
Registration Statement on Form the authorized number of shares
S-3 (No. 333-13195). of Series EE, FF, GG and HH

Variable Cumulative Preferred
Stock filed by the Deputy
Superintendent of Banks of the
State of New York as of February
17, 1998.

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

4(ii) Exhibit 4(k) to the Company's Certificate of Amendment
Post-Effective Amendment No. 1 to authorizing 5,000 additional
Registration Statement on Form shares of Variable Cumulative
S-3 (No. 333-59707). Preferred Stock and 750,000
shares of Preferred Stock, par
value $.01 per share to the
Organization Certificate to be
filed by the Deputy
Superintendent of Banks of the
State of New York.

4(jj) Exhibit 4(z) to the Company's Form of Certificate of Amendment
Registration Statement on Form specifying certain terms of each
S-3 (No. 333-59707). Series of Preferred Stock, par
value $.01 per share.
4(kk) Exhibit 4(l) to the Company's Certificate of Amendment
Post-Effective Amendment No. 2 to specifying certain terms of the
Registration Statement on Form Series II Variable Cumulative
S-3 (No. 333-59707). Preferred Stock filed by the
Deputy Superintendent of Banks
of the State of New York as of
June 24, 1998.

4(ll) Exhibit 4(l) to the Company's Certificate of Amendment
Post-Effective Amendment No. 2 to specifying certain terms of the
Registration Statement on Form Series JJ, KK and LL Variable
S-3 (No. 333-59707). Cumulative Preferred Stock filed
by the Deputy Superintendent of
Banks of the State of New York as
of February 16, 1999.

4(mm) Exhibit 4(kk) to the Company's Certificate of Amendment
Registration Statement on Form authorizing 5,000 additional
S-3 (No. 333-87367). shares of Variable Cumulative

Preferred Stock dated as of
April 15, 1999.

5 Exhibit 5 to the Company's Opinion and consent of Glenn J.
Post-Effective Amendment No. 1 to Goggins, Associate General
Registration Statement on Form Counsel - Treasury Operations and
S-3 (No. 333-40880). Assistant Secretary of the
Company.

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

12 Exhibit 12 to the Company's Computation of ratio of earnings
Quarterly Report on Form 10-Q for to fixed charges and computation
the quarter ended April 1, 2000 of ratio of earnings to fixed
(File No. 1-6461). charges and preferred stock
dividends.

23 Exhibit 23 to the Company's Consent of KPMG LLP. Consent of
Post-Effective Amendment No. 1 to Glenn J. Goggins is included in
Registration Statement on Form his opinion referred to in
S-3 (No. 333-40880). Exhibit 5 above. Consent of
James Kalashian, Senior Tax
Counsel of the Company.

24 Exhibit 24 to the Company's Power of Attorney.
Post-Effective Amendment No. 1 to

Registration Statement on Form
S-3 (No. 333-40880).

25 Exhibit 25 to the Company's T-1 Statement of Eligibility and
Post-Effective Amendment No. 1 to Qualification under the Trust
Registration Statement on Form Indenture Act of 1939 of The
S-3 (No. 333-40880). Chase Manhattan Bank, in respect
of the Amended and Restated
Indenture previously filed as
Exhibit 4(c) and 4(d) and the
Amended and Restated Indenture
previously filed as Exhibit
4(e).

99(a) Exhibit 28(a) to the Company's Trust Company Agreement.
Registration Statement on Form
S-3 (No. 33-24667).

99(b) Exhibit 28(b) to the Company's Amendment to Trust Company
Registration Statement on Form Agreement.
S-3 (No. 33-37156).

99(c) Exhibit 28(c) to the Company's Amendment No. 2 to the Trust
Registration Statement on Form Company Agreement.
S-3 (No. 33-37156).

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

99(d) Exhibit 99(d) to the Company's Form of Amendment No. 3 to Trust
Registration Statement on Form Company Agreement.
S-3 (No. 33-58771).

99(e) Exhibit 28(d) to the Company's Form of Broker-Dealer Agreement.
Registration Statement on Form
S-3 (No. 33-37156).

99(f) Exhibit 28(e) to the Company's Form of Letter to the Depository
Registration Statement on Form Trust Company.
S-3 (No. 33-37156).

99(g) Exhibit 99(g) to the Company's Letter to Vice Chairman of
Post-Effective Amendment No. 1 to General Electric Company to
Registration Statement on Form General Electric Capital
S-3 (No. 333-59707). Corporation, dated February 4,
1999 with respect to replacing
redeemed variable cumulative
preferred stock with another
form of equity in certain
circumstances.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant, General
Electric Capital Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on the 29th day of June, 2001.

GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ James A. Parke+
---------------------------------------
James A. Parke
(Vice Chairman and Chief Financial
Officer)

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.

Signature Title Date

*DENIS J. NAYDEN Chairman, Chief Executive Officer and
------------------------------ Director
(Denis J. Nayden)

Vice Chairman, Chief Financial
/s/ James A. Parke+ Officer and Director (Principal
------------------------------ Financial Officer)
(James A. Parke)

*JEFFREY S. WERNER
------------------------------ Senior Vice President-Corporate
(Jeffrey S. Werner) Treasury and Global Funding Operation

*NANCY E. BARTON
------------------------------ Director
Nancy E. Barton

------------------------------ Director
(Francis S. Blake)

*JAMES R. BUNT
------------------------------ Director
(James R. Bunt)

------------------------------ Director
(David L. Calhoun)

------------------------------ Director
(Dennis D. Dammerman)

------------------------------ Director
(Scott C. Donnelly)

Signature Title Date

*MICHAEL D. FRAIZER
------------------------------ Director
(Michael D. Fraizer)

------------------------------ Director
(Benjamin W. Heineman, Jr.)

*JEFFREY R. IMMELT
------------------------------ Director
(Jeffrey R. Immelt)

*JOHN H. MYERS
------------------------------ Director
(John H. Myers)

*MICHAEL A. NEAL
------------------------------ Director
(Michael A. Neal)

*RONALD R. PRESSMAN
------------------------------ Director
(Ronald R. Pressman)

*GARY M. REINER
------------------------------ Director
(Gary M. Reiner)

*JOHN M. SAMUELS
------------------------------ Director
(John M. Samuels)

*KEITH S. SHERIN
------------------------------ Director
(Keith S. Sherin)

*EDWARD D. STEWART
------------------------------ Director
(Edward D. Stewart)

Signature Title Date

------------------------------ Director
(John F. Welch, Jr.)

*WILLIAM A. WOODBURN
------------------------------ Director
(William A. Woodburn)

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

By /s/ James A. Parke+
-------------------------
(James A. Parke) Attorney-in-fact