0000950123-95-002392.txt : 19950821 0000950123-95-002392.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950123-95-002392 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950818 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000797463 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 061109503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61029 FILM NUMBER: 95565187 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61029-01 FILM NUMBER: 95565188 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 424B2 1 PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS 1 Filed pursuant to Rule 424(b)(2) File Nos. 33-61029 and 33-61029-01 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED AUGUST 16, 1995) $300,000,000 GENERAL ELECTRIC CAPITAL SERVICES, INC. 7 1/2% GUARANTEED SUBORDINATED NOTES DUE AUGUST 21, 2035 ------------------------ GUARANTEED ON A SENIOR BASIS BY GENERAL ELECTRIC COMPANY ------------------------ Interest on the Notes is payable semi-annually on February 21 and August 21 of each year, commencing February 21, 1996. The Notes are not redeemable prior to maturity. The Notes will be represented by one or more Global Notes (collectively, the "Global Note") registered in the name of the nominee of the Depository (as defined herein). Beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by the Depository (in respect of its participants) and by its participants. See "Description of Notes--Global Note, Delivery and Form" in the accompanying Prospectus. Except as described herein, Notes in definitive form will not be issued. Settlement for the Notes will be made in immediately available funds. The Notes will trade in the Depository's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the Notes will therefore settle in immediately available funds. See "Description of Notes--Same-Day Settlement" in the accompanying Prospectus. The Notes are subordinated in right of payment to certain indebtedness of the Company (the "Superior Indebtedness"), which at August 15, 1995 was approximately $3.297 billion. In addition, at June 30, 1995 the consolidated indebtedness of the Company includes approximately $99.421 billion aggregate principal amount of indebtedness of the Company's subsidiaries which is structurally superior in right of payment to the Notes. See "Description of Notes -- Subordination" in the accompanying Prospectus. ------------------------ Application will be made to list the Notes on the New York Stock Exchange. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- PRICE TO UNDERWRITING PROCEEDS TO PUBLIC(1) DISCOUNT(2) COMPANY(1)(3) ------------------------------------------------------------------------------------------------- Per Note......................... 99.484% 0.875% 98.609% ------------------------------------------------------------------------------------------------- Total............................ $298,452,000 $2,625,000 $295,827,000 ------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from August 21, 1995. (2) The Company and the Guarantor have agreed to indemnify the several Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933. (3) Before deduction of expenses payable by the Company, estimated at $130,000. ------------------------ The Notes are offered by the Underwriter, as specified herein, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. It is expected that delivery of the Global Notes will be made to The Depository Trust Company on or about August 21, 1995. ------------------------ MERRILL LYNCH & CO. The date of this Prospectus Supplement is August 16, 1995. 2 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ------------------------ CERTAIN TERMS OF THE NOTES The following description of the particular terms of the Notes offered hereby (which Notes are included in the reference in the Prospectus to the "Debt Securities") supplements, and to the extent inconsistent therewith replaces, insofar as such description relates to the Notes, the description of the general terms and provisions of the Debt Securities set forth in the Prospectus, to which description reference is hereby made. GENERAL The Notes are to be issued under an Indenture, dated as of August 1, 1995 (the "Indenture"), among General Electric Capital Services, Inc. (the "Company"), General Electric Company, as Guarantor (the "Guarantor"), and The Chase Manhattan Bank (National Association), as Trustee (the "Trustee"), are limited to $300,000,000 aggregate principal amount, and will mature on August 21, 2035. The Notes will bear interest from August 21, 1995, payable semi-annually on February 21 and August 21 of each year, commencing February 21, 1996, to the persons in whose names the Notes are registered at the close of business on the preceding February 7 and August 7, respectively. The interest rate per annum will be 7 1/2%. UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement dated the date hereof relating to the Notes, the Company has agreed to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), and the Underwriter has agreed to purchase from the Company, the entire principal amount of the Notes at a price equal to the public offering price set forth on the cover of this Prospectus Supplement less an underwriting discount equal to 0.875% of the principal amount thereof. The Company and the Guarantor have been advised by the Underwriter that the Underwriter proposes initially to offer the Notes to the public at the public offering price set forth on the cover of this Prospectus Supplement and to certain dealers at such public offering price less a concession not in excess of 0.500% of the principal amount of the Notes. The Underwriter may allow, and such dealers may reallow, a discount not in excess of 0.250% of the principal amount of the Notes to certain other dealers. After the initial public offering of the Notes, the public offering price and concession and discount to dealers may be changed by the Underwriter. Under the terms and conditions of the Underwriting Agreement, the Underwriter is committed to take and pay for all the Notes, if any are taken. The Notes are a new issue of securities with no established trading market. The Company and the Guarantor have been advised by the Underwriter that they intend to make a market in the Notes, but are not obligated to do so and may discontinue such market making at any time without notice. No assurance can be given, however, as to whether a trading market in the Notes will develop or as to the liquidity of any trading market for the Notes. Application will be made to list the Notes on the New York Stock Exchange. The Company and the Guarantor have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. S-2 3 PROSPECTUS GENERAL ELECTRIC CAPITAL SERVICES, INC. GUARANTEED SUBORDINATES DEBT SECURITIES ------------------------ GUARANTEED ON A SENIOR BASIS BY GENERAL ELECTRIC COMPANY ------------------------ General Electric Capital Services, Inc. (the "Company") may offer from time to time its unsecured subordinated debt securities (the "Debt Securities"). Payment when due of the principal of, and premium and interest, if any, on, the Debt Securities will be unconditionally guaranteed by General Electric Company (the "Guarantor"). The guarantee (the "Guarantee") of the Debt Securities will rank equally with all other unsecured and unsubordinated indebtedness of the Guarantor. 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. The term "Prospectus Supplement" as used herein includes any Pricing Supplement that accompanies any Prospectus Supplement that accompanies this Prospectus. The Notes will be offered on terms determined at the time of sale. The accompanying Prospectus Supplement sets forth specifically, with regard to the Notes in respect of which this Prospectus is being delivered: - the title of the Notes, - the aggregate principal amount offered, - the rate or method of calculation, and the dates of payment, of interest, if any, - the method of determining holders to whom any such interest shall be payable, if other than as provided herein, - 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 or repayment at the option of the Company or the holder and, - 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. ------------------------ Application will be made to list the Notes on the New York Stock Exchange. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The Notes will be sold either through underwriters or dealers or through agents designated from time to time by the Company. ------------------------ The date of this Prospectus is August 16, 1995. 4 No dealer, salesperson or any other person 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 General Electric Capital Services, Inc. (herein together with its consolidated subsidiaries called "GE Capital Services", the "Company" or the "Corporation" unless the context otherwise requires), by General Electric Company (the "Guarantor") 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 or of the Guarantor since the date as of which information is given in this Prospectus and 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. ------------------------ AVAILABLE INFORMATION The Company and the Guarantor are each subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith each files reports and other information with the Securities and Exchange Commission (the "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. 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. Reports and other information concerning the Guarantor can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and at the offices of the Boston Stock Exchange, 1 Boston Place, Boston, Massachusetts 02108, on each of which certain of the Guarantor's securities are listed. FOR FLORIDA RESIDENTS National Broadcasting Company, Inc., an affiliate of the Company, from time to time sends accredited news media personnel and related equipment to cover news stories in Cuba as conditions warrant. The equipment remains within the effective control of such personnel while in Cuba and is returned to the United States within one year. GE Information Services ("GEIS"), an affiliate of the Company, provides electronic mail services to the Vatican in Vatican City and to the Vatican's Apostolic Nuncios around the world, including the Nuncio located in Havana, Cuba. GEIS has delivered software related to the system to the Vatican, which has in turn distributed the software to its various Nuncios. Messages between the Nuncios and the Vatican are carried by common carriers over GEIS' global computer and telecommunications network. This information is accurate as of the date hereof. Current information concerning business dealings involving the Company or any of its affiliates with the government of Cuba or with any person or affiliate located in Cuba may be obtained from the Division of Securities and Investor Protection of the Florida Department of Banking and Finance, The Capitol, Tallahassee, Florida, 32399-0350, telephone number (904) 488-9805. 2 5 FOR NORTH CAROLINA RESIDENTS These securities have not been approved or disapproved by the Commissioner of Insurance for the State of North Carolina, nor has the Commissioner of Insurance ruled upon the accuracy or the adequacy of this document. ------------------------ DOCUMENTS INCORPORATED BY REFERENCE There is hereby incorporated in this Prospectus by reference the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the Company's Quarterly Reports on Form 10-Q for the quarters ended April 1, 1995 and July 1, 1995 heretofore filed with the Commission pursuant to the 1934 Act, to which reference is hereby made. There is hereby also incorporated in this Prospectus by reference the Guarantor's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the Guarantor's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 heretofore filed with the Commission pursuant to the 1934 Act, to which reference is hereby made. All documents filed by the Company and the Guarantor pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the Notes offered by any accompanying Prospectus Supplement shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the date of the 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 in respect of the Company 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 General Electric Capital Services, Inc., 260 Long Ridge Road, Stamford, Connecticut 06927, Attention: Associate General Counsel, Treasury Operation, telephone no. (203) 357-4000. The Guarantor 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 in respect of the Guarantor 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 General Electric Company, 3135 Easton Turnpike, Fairfield, Connecticut 06431, Attention: Investor Relations, telephone no. (203) 373-2816. ------------------------ THE COMPANY GENERAL ELECTRIC CAPITAL SERVICES, INC. General Electric Capital Services, Inc. was incorporated in 1984 in the State of Delaware. Until February 1993, the name of the Corporation was General Electric Financial Services, Inc. All outstanding common stock of GE Capital Services is owned by the Guarantor. The business of GE Capital Services consists of ownership of two principal subsidiaries which, together with their subsidiaries and affiliates, constitute the Guarantor's principal financial services businesses. GE Capital Services is the sole owner of the common stock of General Electric Capital Corporation ("GE Capital") and, indirectly through a wholly-owned subsidiary, is the sole owner of the common stock of Employers Reinsurance Corporation ("ERC"). In November 1994, the Corporation and the Guarantor elected to terminate the operations of Kidder, Peabody Group Inc. ("Kidder, Peabody") by initiating an orderly liquidation of its assets and liabilities. As part of the liquidation plan, the Corporation received securities of Paine Webber Group Inc. in exchange for certain broker-dealer assets and operations. Principal activities that were discontinued include securities underwriting, sales and trading of equity and fixed income securities, financial futures activities, advisory services for mergers and acquisitions and other corporate finance matters, research services and asset management. Kidder, Peabody has been classified as a discontinued operation in the financial statements and 3 6 supplementary data incorporated by reference in this Prospectus. GE Capital Services' principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000). GENERAL ELECTRIC CAPITAL CORPORATION GE Capital 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, formed in 1932. Until November 1987, GE Capital's name was General Electric Credit Corporation. The business of GE Capital originally related principally to financing the distribution and sale of consumer and other products of the Guarantor. Currently, however, the type and brand of products financed and the financial services offered are significantly more diversified. Very little of the financing provided by GE Capital involves products that are manufactured by the Guarantor. GE Capital operates in four finance industry segments and in a specialty insurance industry segment. GE Capital's financing activities include a full range of leasing, lending, equipment management services and annuities. GE Capital's specialty insurance activities include providing private mortgage insurance, financial guaranty insurance, principally on municipal bonds and structured finance issues, and creditor insurance covering international customer loan repayments. GE Capital is an equity investor in a retail organization and certain other service and financial services organizations. GE Capital's operations are subject to a variety of regulations in their respective jurisdictions. Services of GE Capital are offered primarily in the United States of America, Canada, Europe and the Pacific basin. GE Capital's principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927. At December 31, 1994, the Company employed approximately 32,000 persons. EMPLOYERS REINSURANCE CORPORATION ERC, together with its subsidiaries, writes all lines of reinsurance other than title and annuities. ERC reinsures property and casualty risks written by more than 1,000 U.S. and non-U.S. insurers, and also writes certain specialty lines of insurance on a direct basis, principally excess workers' compensation for self-insurers, errors and omissions coverage for insurance and real estate agents and brokers, excess indemnity for self-insurers of medical benefits, and libel and allied torts. ERC and certain U.S. subsidiaries are licensed in all of the United States, the District of Columbia and certain provinces of Canada and write property and casualty reinsurance on a direct basis and through brokers. Other U.S. subsidiaries write excess and surplus lines insurance, and provide reinsurance brokerage services. Subsidiaries in Denmark and the United Kingdom write property and casualty and life reinsurance, principally in Europe, the Pacific basin and the Middle East. In December 1994, certain life and property and casualty affiliates of GE Capital were transferred to ERC. These affiliates had been managed by ERC since 1986. ERC has also executed agreements to purchase certain assets comprising the major part of the reinsurance business of Aachener Ruckversicherungs- Gesellschaft Aktiengesellschaft ("Aachen Re") and to purchase a majority of the outstanding shares of Frankona Ruckversicherung-Aktiengesellschaft ("Frankona Re"). Aachen Re and Frankona Re have their head offices in Germany and provide reinsurance services worldwide. Both transactions are subject to the receipt of various regulatory approvals and other conditions and are expected to be completed in the third quarter of 1995. Insurance and reinsurance operations are subject to regulation by various insurance regulatory agencies. ERC and its subsidiaries conduct business through 16 domestic offices and 12 foreign offices. The principal offices of ERC are located at 5200 Metcalf Avenue, Overland Park, Kansas 66201. At December 31, 1994, ERC employed approximately 1,250 persons. 4 7 CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, ---------------------------------------- SIX MONTHS 1990 1991 1992 1993 1994 ENDED JULY 1, 1995 ---- ---- ---- ---- ---- ------------------- 1.32 1.35 1.46 1.63 1.65 1.51
For purposes of computing the consolidated ratio of earnings to combined fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of annual rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals. THE GUARANTOR The Guarantor is one of the largest and most diversified industrial corporations in the world. From the time of its incorporation in 1892, it has engaged in developing, manufacturing and marketing a wide variety of products for the generation, transmission, distribution, control and utilization of electricity. Over the years, development and application of related and new technologies have broadened considerably the scope of the activities of the Guarantor and its affiliates. The Guarantor's products include, but are not limited to, lamps and other lighting products; major appliances for the home; industrial automation products and components; motors; electrical distribution and control equipment; locomotives; power generation and delivery products; nuclear reactors; nuclear power support services and fuel assemblies; commercial and military aircraft jet engines; materials, including engineered plastics, silicones and cutting materials; and a wide variety of high technology products, including products used in medical diagnostic applications. The Guarantor also offers a broad variety of services including product support services; electrical product supply houses; electrical apparatus installation, engineering, repair and rebuilding services; and computer-related information services. Through GE Capital Services and its two principal subsidiaries, the Guarantor engages in a broad spectrum of financial services including consumer financing, commercial and industrial financing, real estate financing, asset management and leasing, annuity and mutual fund sales, specialty insurance and reinsurance. Other services offered include U.S. satellite communications furnished by GE Americom. Another wholly owned subsidiary, National Broadcasting Company, Inc. ("NBC"), is engaged principally in furnishing network television services, in operating television stations and in providing cable, programming and distribution services in the United States, Europe and Latin America. The Guarantor also licenses patents and provides technical know-how related to products it developed, but such activities are not material to the Guarantor. As described above, in November 1994, the Guarantor and the Corporation elected to terminate the operations of Kidder, Peabody by initiating an orderly liquidation of its assets and liabilities. See "The Company -- General Electric Capital Services, Inc." The Guarantor's Aerospace business segment, its subsidiary GE Government Services, Inc., and a component of the Guarantor that operated Knolls Atomic Power Laboratory under contract with the U.S. Department of Energy (together, "GE Aerospace") were transferred on April 2, 1993, to a new company controlled by the shareholders of Martin Marietta Corporation. The businesses transferred provided high-technology products and services such as automated test systems, electronics, avionic systems, computer software, armament systems, military vehicle equipment, missile system components, simulation systems, spacecraft, communication systems, radar, sonar and systems integration, and a variety of specialized services for government customers. Kidder, Peabody and GE Aerospace have been classified as discontinued operations in the financial statements of the Guarantor. The Guarantor has substantial export sales from the United States. In addition, the Guarantor has majority and minority or other joint venture interests in a number of non-U.S companies engaged primarily in manufacturing and distributing products and providing nonfinancial services similar to those sold within the United States. GE Capital Services' financial services operations outside of the United States have expanded considerably over the past several years. The Guarantor was incorporated in the State of New York in 1892. Its executive offices are located at 3135 Easton Turnpike, Fairfield, Connecticut 06431, telephone number (203) 373-2459. 5 8 RATIOS OF EARNINGS TO FIXED CHARGES In the following presentation, "The Guarantor except GE Capital Services" refers to all companies (except GE Capital Services and its consolidated affiliates) in which the Guarantor directly or indirectly has a majority ownership or otherwise controls. "The Guarantor and Consolidated Affiliates" refers to all of the aforementioned companies plus GE Capital Services and its consolidated affiliates. The Guarantor except GE Capital Services
RATIO OF EARNINGS TO FIXED CHARGES YEAR ENDED DECEMBER 31, ----------------------------------------------- SIX MONTHS ENDED 1990 1991 1992 1993 1994 JUNE 30, 1995 ----- ------ ----- ----- ------ ------------------ 4.73x 4.84x 5.61x 6.98x 12.01x 10.24x
In the above calculations, earnings for all periods consist of earnings from continuing operations before income taxes, minority interest and cumulative effects of changes in accounting principles of the Guarantor and its consolidated affiliates. To determine the ratio, such consolidated earnings are adjusted to remove undistributed earnings of GE Capital Services and its consolidated affiliates after income taxes for each year. Earnings are also adjusted to add amounts charged to consolidated expenses of the Guarantor and its consolidated affiliates (except GE Capital Services and its consolidated affiliates) during the period for interest and other financial charges and an amount representative of the interest factor in rentals (for this purpose, the interest factor is assumed to be one-third of rental expense). Fixed charges consist of all interest and financial charges, including capitalized interest, and one-third of rental expense for companies included in the consolidated group, except GE Capital Services and its consolidated affiliates. The Guarantor and Consolidated Affiliates The Guarantor and consolidated affiliates ratios are presented below in accordance with requirements of the Commission.
RATIO OF EARNINGS TO FIXED CHARGES YEAR ENDED DECEMBER 31, --------------------------------------------- SIX MONTHS ENDED 1990 1991 1992 1993 1994 JUNE 30, 1995 ----- ----- ----- ----- ----- ------------------ 1.98x 2.01x 2.23x 2.40x 2.64x 2.28x
These ratios are calculated substantially on the same basis as "The Guarantor except GE Capital Services" set forth above, the principal difference being that earnings before taxes, minority interest and cumulative effects of changes in accounting principles, as well as fixed charges, include pre-tax earnings and fixed charges of GE Capital Services and its consolidated affiliates. USE OF PROCEEDS The net proceeds from the sale of the Notes will be added to the general funds of the Company and will be available for financing its operations. Additional short-term and long-term financing, as required, will be undertaken at such times, and through such means, as may be appropriate. DESCRIPTION OF NOTES GENERAL The Notes are to be issued under an Indenture dated as of August 1, 1995 (the "Indenture"), among the Company, the Guarantor and The Chase Manhattan Bank (National Association), as Trustee (the "Trustee"). The Indenture does not limit the amount of Notes or other unsecured, subordinated debt which may be issued thereunder or limit the amount of other debt, secured or unsecured, whether junior or senior to, or pari passu with, the Notes which may be issued by the Company, and no other indenture or instrument to which the Company is a party limits the amount of other debt, secured or unsecured, senior to the Notes which may be issued by the Company. 6 9 The statements under this heading are subject to the detailed provisions of the Indenture, a copy of which is filed as an exhibit to the Registration Statement. Wherever particular provisions of the Indenture 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 of, and other information with respect to, the Notes being offered thereby, including: (1) the designation and the aggregate principal amount 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 rate or rates at which such Notes will bear interest, if any, or the method of determination of such rate or rates; (5) the dates on which such interest, if any, will be payable (each, an "Interest Payment Date"); and (6) the prices, if any, at which, and the dates at or after which, such Notes must or may be repaid, repurchased or redeemed. 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. In any case where an Interest Payment Date or the date of maturity of the principal on the Notes shall not be a business day, then payment of principal or interest need not be made on such date but may be made on the next succeeding day which is a business day, with the same force and effect as if made on such Interest Payment Date or the date of maturity, and no interest shall accrue for the period after such date. The term "business day" as used herein shall mean any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in The City of New York. The Notes will be unsecured and will be subordinated in right of payment to all Superior Indebtedness (as defined below) of the Company as set forth in the Indenture. No service charge will be made for any transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. GLOBAL NOTE, DELIVERY AND FORM 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. Therefore, for purposes of this Prospectus, "Global Note" refers to the Global Note or Global Notes representing the entire issue of Notes offered hereby. Except as set forth below, the 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. 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 changes in accounts of its Participants. Participants include securities brokers and dealers (including the Underwriters), banks and 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 the Global Note by the Company, the Depository will credit the accounts of Participants designated by the Underwriters with the principal amount of the Notes purchased by the Underwriters, and (ii) ownership of beneficial interests in the 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 7 10 form of securities which they own. Consequently, the ability to transfer beneficial interests in the Global Note is limited to such extent. So long as a nominee of the Depository is the registered owner of the Global Note, such nominee for all purposes will be considered the sole owner or holder of the Notes under the Indenture. Except as provided below, owners of beneficial interests in the 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 Guarantor, 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 the Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Principal and interest payments on the Notes registered in the name of the Depository's nominee will be made 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, the Guarantor 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 on such Notes and for all other purposes whatsoever. Therefore, neither the Company, the Guarantor, the Trustee nor any paying agent has any direct responsibility or liability for the payment of principal or interest on the Notes to owners of beneficial interests in the Global Note. The Depository has advised the Company, the Guarantor and the Trustee that its current practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the Participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the 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 the 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 the 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 the Global Note. In either instance, an owner of a beneficial interest in the 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. SAME-DAY SETTLEMENT Settlement for the Notes will be made in immediately available funds. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, the Notes 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. SUBORDINATION The Notes are subordinated in right of payment, to the extent and in the manner set forth in the Indenture, to all indebtedness for borrowed money of the Company, whether now outstanding or hereafter incurred, which is not by its terms subordinate to other indebtedness of the Company (the "Superior Indebtedness"). At June 30, 1995, the aggregate Superior Indebtedness of the Company, consisting solely of short-term indebtedness, was approximately $2.786 billion. At such date all indebtedness for borrowed money 8 11 of the Company constituted Superior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or its property, and, except as otherwise provided in the Indenture, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, all principal, premium, if any, and interest on the Superior Indebtedness will be paid in full before any payment is made by the Company on the Notes. In the event that pursuant to the terms of the Indenture any Note of any series is declared due and payable because of the occurrence of an Event of Default, as provided in the Indenture, and the previous sentence is not applicable, the holders of the Notes of such series shall be entitled to payment from the Company only after the Superior Indebtedness outstanding at the time such Note so becomes due and payable because of such Event of Default shall first have been paid in full or such payment shall have been provided for. (Section 12.01.) In addition, the consolidated indebtedness of the Company includes approximately $99.421 billion aggregate principal amount of indebtedness for borrowed money of the subsidiaries of the Company to unaffiliated third parties at June 30, 1995 (the "Subsidiary Indebtedness"). Although the Notes are not expressly subordinated in right of payment to the Subsidiary Indebtedness, the Subsidiary Indebtedness is structurally superior in right of payment to the Notes. GUARANTEE The Guarantor will unconditionally and irrevocably guarantee the payment of the principal of, and premium, if any, and interest, if any, on the Notes as the same shall become due and payable after any applicable grace period, whether at maturity or upon redemption, declaration or otherwise. (Section 13.01.) The rights of the holders of the Notes under the Guarantee rank equally with the rights of all unsecured and unsubordinated creditors of the Guarantor, and the rights of holders of the Notes to receive and retain any payments made to them by the Guarantor under the Guarantee will not be impaired, or otherwise in any way affected, by the subordination provisions of the Notes. (Section 13.01.) MODIFICATION OF THE INDENTURE The Indenture contains provisions permitting the Company, the Guarantor 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 by such supplemental indenture issued thereunder at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of Notes of each such series, provided that no such supplemental indenture shall, among other things (i) 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 thereon, without the consent of the holder of each Note so affected, (ii) reduce the aforesaid percentage of such Notes of any series, the consent of the holders of which is required for any supplemental indenture, without the consent of the holder of each such Note so affected or (iii) modify or affect in any manner adverse to the holders of the Notes the terms and conditions of the Guarantee, without the consent of the holder of each Note so affected. (Section 10.02.) EVENTS OF DEFAULT An Event of Default with respect to any series of Notes is defined in the Indenture as being: default in payment of any principal or premium, if any, on any Note of such series; default for 30 days in payment of any interest on any Note of such series; default in the making or satisfaction of any sinking fund payment or analogous obligation on the Notes of such series; default for 60 days after notice in performance of any other covenant in respect of the Notes of such series in the Indenture; a default, as defined, with respect to any other series of Notes outstanding under the 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 9 12 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 under the Indenture the resulting Event of Default with respect to such series 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 certain events of bankruptcy, insolvency or reorganization in respect of the Company or the Guarantor. (Section 6.01.) The Indenture requires the Company and the Guarantor to file with the Trustee annually a written statement as to the presence or absence of certain defaults under the terms thereof. (Section 4.05.) No Event of Default with respect to a particular series of Notes under the Indenture necessarily constitutes an Event of Default with respect to any other series of Notes issued thereunder. The Indenture provides that if an Event of Default with respect to any series of Notes shall have occurred and be continuing, 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 any 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. The 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.) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of Notes of any series issued thereunder unless such holders shall have offered to the Trustee reasonable indemnity. (Section 7.01.) The 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 the Trustee, with respect to the Notes of such series, provided that the Trustee may decline to follow any such direction if it determines that the proceedings so directed would be illegal or involve it in any personal liability. (Section 6.07.) CERTAIN COVENANTS OF THE COMPANY The Indenture does not restrict the Company or the Guarantor, other than as set forth below, from engaging in any highly leveraged transaction, reorganization, restructuring, merger or similar transaction, or from incurring additional indebtedness or causing its subsidiaries to incur additional indebtedness, any of which transactions could have a material adverse effect on the holders of the Debt Securities. As set forth in the Indenture, each of the Company and the Guarantor has covenanted that it will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any corporation, unless (i) either the Company or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than the Company or the Guarantor, as the case may be) shall, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, expressly assume, in the case of the Company, the due and punctual payment of the principal of and, premium, if any, and interest, if any, on all the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company, and, in the case of the Guarantor, the due and punctual performance of the Guarantee and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, and (ii) the Company, the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or condition. In the event of any such sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter. (Section 11.01) 10 13 In addition to the above, each of the Company and the Guarantor have covenanted in the Indenture that, in case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company or the Guarantor, as the case may be, with the same effect as if it had been named therein as the Company or the Guarantor, as the case may be, and the Company or the Guarantor, as the case may be, shall be relieved of any further obligation under the Indenture and under the Debt Securities and, in the case of the Guarantor, under the Guarantee. The Indenture provides that any such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or the Guarantor, as the case may be, any or all of the Debt Securities or the Guarantee issuable thereunder which theretofore shall not have been signed by the Company or the Guarantor, as the case may be, and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, as the case may be, and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company or the Guarantor, as the case may be, to the Trustee for authentication, and any Debt Securities or the Guarantee, as the case may be, which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities or the Guarantee so issued shall in all respects have the same legal rank and benefit under the Indenture as the Debt Securities or the Guarantee, as the case may be, theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Debt Securities or the Guarantee, as the case may be, had been issued at the date of the execution, hereof. (Section 11.02) CONCERNING THE TRUSTEE The Trustee extends credit facilities to the Company and the Guarantor and the Company and the Guarantor maintain bank accounts and have other customary banking relationships with the Trustee, all in the ordinary course of business. PLAN OF DISTRIBUTION The Company may sell any issue of the Notes through one or more underwriters or dealers or through one or more agents designated from time to time by the Company. From time to time, the Company may receive, and may solicit, offers from underwriters to purchase all or a part of the Notes, 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 Notes 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 and the Guarantor 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 Notes 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 Notes 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 and the Guarantor 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 Notes 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 11 14 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 and the Guarantor to indemnification by the Company and the Guarantor against certain civil liabilities, including liabilities under the Securities Act of 1933. LEGAL OPINIONS The legality of the Notes will be passed upon for the Company by Burton J. Kloster, Jr., Senior Vice President, General Counsel and Secretary of the Company or by Bruce C. Bennett, Associate General Counsel, Treasury Operation and Assistant Secretary of the Company. The legality of the Guarantee will be passed upon for the Guarantor by Robert E. Healing, Corporate Counsel of the Guarantor. The legality of the Notes and the Guarantee will be passed upon for the underwriters by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017. Messrs. Kloster, Bennett and Healing, together with members of their families, own, have options to purchase and have other interests in shares of common stock of the Guarantor. EXPERTS The financial statements and schedules of General Electric Capital Services, Inc. and consolidated affiliates as of December 31, 1994 and 1993, and for each of the years in the three-year period ended December 31, 1994, appearing in General Electric Capital Services, Inc. Annual Report on Form 10-K for the year ended December 31, 1994, incorporated by reference herein, have been incorporated 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. The report of KPMG Peat Marwick LLP covering the December 31, 1994 financial statements refers to a change in 1993 in the method of accounting for investments in certain securities. The financial statements and schedule of General Electric Company and consolidated affiliates as of December 31, 1994 and 1993, and for each of the years in the three-year period ended December 31, 1994, appearing in General Electric Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated by reference herein, have been incorporated 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. The report of KPMG Peat Marwick LLP covering the December 31, 1994 financial statements refers to a change in 1993 in the methods of accounting for postemployment benefits and for investments in certain securities. 12 15 ------------------------------------------------------ ------------------------------------------------------ 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 MADE BY 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, THE GUARANTOR OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THE GUARANTOR SINCE THE DATE HEREOF. 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 ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ------------------------ TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE ---- Certain Terms of the Notes............ S-2 Underwriting.......................... S-2 PROSPECTUS Available Information................. 2 Documents Incorporated by Reference... 3 The Company........................... 3 The Guarantor......................... 5 Use of Proceeds....................... 6 Description of Notes.................. 6 Plan of Distribution.................. 11 Legal Opinions........................ 12 Experts............................... 12
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ $300,000,000 GENERAL ELECTRIC CAPITAL SERVICES, INC. 7 1/2% GUARANTEED SUBORDINATED NOTES DUE AUGUST 21, 2035 GUARANTEED ON A SENIOR BASIS BY GENERAL ELECTRIC COMPANY ------------------------ PROSPECTUS SUPPLEMENT ------------------------ AUGUST 16, 1995 ------------------------------------------------------ ------------------------------------------------------