PROSPECTUS Pricing Supplement No. 3764
Dated April 9, 2002 Dated June 11, 2002
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
Dated April 16, 2002 No. 333-84462
GENERAL ELECTRIC CAPITAL CORPORATION
GECC Extendible Monthly Securities
The floating rate notes described in this pricing supplement, which we
refer to as the GECC Extendible Monthly Securities (the "Notes"), will mature on
the initial maturity date, unless the Maturity of all or any portion of the
principal amount of the Notes is extended in accordance with the procedures
described below. In no event will the Maturity of the Notes be extended beyond
the Final Maturity Date.
During the notice period relating to each election date, you may elect to
extend the Maturity of all or any portion of the principal amount of your Notes
so that the Maturity of your Notes will be extended to the date occurring 366
calendar days from and including the 9th day of the next succeeding month.
However, if that 366th calendar day is not a Business Day, the Maturity of your
Notes will be extended to the immediately preceding Business Day. The election
dates will be the 9th calendar day of each month from July 2002 to June 2006
inclusive, whether or not any such day is a Business Day.
You may elect to extend the Maturity of all of your Notes or of any portion
thereof having a principal amount of $1,000 or any multiple of $1,000 in excess
thereof. To make your election effective on any election date, you must deliver
a notice of election during the notice period for that election date. The notice
period for each election date will begin on the fifth Business Day prior to the
election date and end on the election date, however, if that election date is
not a Business Day, the notice period will be extended to the following Business
Day. Your notice of election must be delivered to the Trustee for the Notes,
through the normal clearing system channels described in more detail below, no
later than the close of business on the last Business Day in the notice period
relating to the applicable election date. Upon delivery to the Trustee of a
notice of election to extend the Maturity of the Notes or any portion thereof
during any notice period, that election will be revocable during each day of
such notice period, until 12:00 noon, New York City time, on the last Business
Day in the notice period relating to the applicable election date, at which time
such notice will become irrevocable.
If, with respect to any election date, you do not make an election to
extend the Maturity of all or any portion of the principal amount of your Notes,
the principal amount of the Notes for which you have failed to make such an
election will become due and payable on the initial maturity date, or any later
date to which the Maturity of your Notes has previously been extended. The
principal amount of the Notes for which such election is not exercised will be
represented by a note issued on such election date. The note so issued will have
the same terms as the Notes, except that it will not be extendible, will have a
separate CUSIP number and its maturity date will be the date that is 366
calendar days from and including such election date or, if such 366th calendar
day is not a Business Day, the immediately preceding Business Day. The failure
to elect to extend the Maturity of all or any portion of the Notes will be
irrevocable and will be binding upon any subsequent holder of such Notes.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 3764
Dated June 11, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84460
The Notes will bear interest from the date of issuance until the principal
amount thereof is paid or made available for payment at a rate determined for
each Interest Reset Period by reference to the base rate, based on the index
maturity, plus the applicable spread for the applicable Interest Reset Date. We
describe how floating rates are determined and calculated in the section called
"Interest and Interest Rates - Floating Rate Notes" in the accompanying
prospectus supplement, subject to and as modified by the provisions described
below.
The Notes will be issued in registered global form and will remain on
deposit with the Depositary for the Notes. Therefore, you must exercise the
option to extend the Maturity of your Notes through the Depositary. To ensure
that the Depositary will receive timely notice of your election to extend the
Maturity of all or a portion of your Notes, so that it can deliver notice of
your election to the Trustee prior to the close of business on the last Business
Day in the notice period, you must instruct the direct or indirect participant
through which you hold an interest in the Notes to notify the Depositary of your
election to extend the Maturity of your Notes in accordance with the then
applicable operating procedures of the Depositary.
The Depositary must receive any notice of election from its participants no
later than 12:00 noon (New York City time) on the last Business Day in the
notice period for any election date. Different firms have different deadlines
for accepting instructions from their customers. You should consult the direct
or indirect participant through which you hold an interest in the Notes to
ascertain the deadline for ensuring that timely notice will be delivered to the
Depositary. If the election date is not a Business Day, notice of your election
to extend the maturity date of your Notes must be delivered to the Depositary by
its participants no later than 12:00 noon (New York City time) on the first
Business Day following the election date.
The Notes will initially be limited to $6,000,000,000 in aggregate
principal amount. We may create and issue additional floating rate notes with
the same terms as the Notes so that such additional floating rate notes will be
combined with this initial issuance of Notes.
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE
PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS
SUPPLEMENT.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 3764
Dated June 11, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84460
Trade Date: June 11, 2002
Settlement Date (Original Issue Date): June 18, 2002
Initial Maturity Date: July 9, 2003, or if such day is not a Business Day, the immediately preceding
Business Day.
Final Maturity Date: July 9, 2007, or if such day is not a Business Day, the immediately preceding
Business Day.
Principal Amount (in Specified Currency): US$6,000,000,000
Price to Public (Issue Price): 100%
Agent's Discount or Commission: 0.25%
Net Proceeds to Issuer (in Specified Currency): US$5,985,000,000
Interest Rate:
-------------
Interest Calculation:
|X| Regular Floating Rate
|_| Inverse Floating Rate
|_| Other Floating Rate
Interest Rate Basis: |_| CD Rate |_| Commercial Paper Rate
|_| Federal Funds Rate (See "Additional Terms - Interest" below)
|X| LIBOR |_| Prime Rate |_| Treasury Rate
|_| Other (See "Additional Terms - Interest" below)
Spread: The table below indicates the applicable spread for the Interest
Reset Dates occurring during each of the indicated periods.
For Interest Reset Dates occurring: Spread:
----------------------------------- -------
From the original issue date
to and including June 2003 Plus .03 %
From and including July 2003 to
and including June 2004 Plus .08 %
From and including July 2004 to
and including June 2005 Plus .10 %
From and including July 2005 to
and including June 2006 Plus .10 %
From and including July 2006 to
and including June 2007 Plus .125 %
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 3764
Dated June 11, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Spread Multiplier: N/A
Index Maturity: One Month Index Currency: U.S. Dollar
Maximum Interest Rate: N/A Minimum Interest Rate: N/A
Interest Payment Period: Monthly. See also "Interest Payment Dates."
Interest Payment Dates: The 9th day of each month, commencing July 9, 2002.
The final interest payment date for any
Notes maturing prior to the Final Maturity
Date will be the relevant Maturity Date, and
interest for the final interest payment
period will accrue from and including the
interest payment date in the month
immediately preceding such relevant Maturity
Date to but excluding the Maturity Date.
Initial Interest Rate: One Month LIBOR plus .03%, to be determined two London
Business Days prior to the Original Issue Date.
Initial Interest Reset Date: July 9, 2002
Interest Reset Dates: The 9th day of each month, commencing July 9, 2002
Interest Reset Periods: The first interest reset period will be the period from and including July 9,
2002 to but excluding the immediately succeeding Interest Reset Date.
Thereafter, the interest reset periods will be the periods from and including
an Interest Reset Date to but excluding the immediately succeeding Interest
Reset Date; provided that the final interest reset period for any Notes
maturing prior to the Final Maturity Date will be the period from and
including the Interest Reset Date in the month immediately preceding the
relevant Maturity Date of such Notes to the relevant Maturity Date.
Interest Determination Dates: Two London Business Days prior to the Interest Reset Dates.
Election Dates and Notice Periods: The election date shall be the 9th
calendar day of each month from July
2002 to June 2006 inclusive, whether
or not such day is a Business Day.
The notice period for each election
date will begin on the fifth
Business Day prior to the election
date and end on the election date,
however, if that election date is
not a Business Day, the notice
period will be extended to the
following Business Day.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 3764
Dated June 11, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Form of Notes:
-------------
|X| DTC registered |_| non-DTC registered
Repayment, Redemption and Acceleration:
--------------------------------------
Optional Repayment Date: N/A
Annual redemption Percentage Reduction: N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Original Issue Discount
-----------------------
Amount of OID: N/A
Interest Accrual Date: N/A
Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Amortizing Notes:
----------------
Amortization Schedule: N/A
Dual Currency Notes:
-------------------
Face Amount Currency: N/A
Optional Payment Currency: N/A
Designated Exchange Rate: N/A
Indexed Notes:
-------------
Currency Base Rate: N/A
Calculation Agent: JPMorgan Chase Bank
CUSIP No.: 369622HZ1
Additional Information:
----------------------
General.
-------
At March 30, 2002, the Company had outstanding indebtedness totaling
$231.585 billion, consisting of notes payable within one year, senior notes
payable after one year and subordinated notes payable after one year. The
total amount of outstanding indebtedness at March 30, 2002 excluding
subordinated notes payable after one year was equal to $230.700 billion.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 3764
Dated June 11, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Consolidated Ratio of Earnings to Fixed Charges.
-----------------------------------------------
The information contained in the Prospectus under the caption
"Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its
entirety, as follows:
Year Ended Three Months Ended
-------------- ------------------
December 31, March 30, 2002
------------ --------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
1.48 1.50 1.60 1.52 1.72 1.43
Plan of Distribution:
--------------------
The Notes are being purchased severally by Merrill, Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters"), as principal, in the respective amounts set forth below at 100%
of their aggregate principal amount less an underwriting discount equal to 0.25%
of the principal amount of the Notes. GECC Capital Markets Group, Inc. is acting
as agent (the "Agent") in connection with the distribution of the Notes. The
Agent will receive a selling commission equal to 0.25% of the principal amount
of the Notes.
----------------------------------------------------------------------------------------------------------------------
Underwriter/Agent Principal Amount of Notes
----------------- -------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 2,000,000,000
----------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated $ 2,000,000,000
----------------------------------------------------------------------------------------------------------------------
GECC Capital Markets Group, Inc. $ 2,000,000,000
----------------------------------------------------------------------------------------------------------------------
Total $ 6,000,000,000
----------------------------------------------------------------------------------------------------------------------
The Company has agreed to indemnify the Underwriters and the Agent against and
contribute toward certain liabilities, including liability under the Securities
Act of 1933, as amended.
United States Federal Taxation:
The following discussions are based on the opinion of Sidley Austin
Brown & Wood LLP, the Company's special tax counsel ("Special Tax Counsel").
An election to extend the maturity of all or any portion of the
principal amount of the Notes in accordance with the procedures described above
should not be a taxable event for U.S. federal income tax purposes. Special Tax
Counsel has reached this conclusion based, in part, upon the Treasury
regulations governing original issue discount on debt instruments (the "OID
Regulations").
Pursuant to Treasury regulations governing modifications to the
terms of debt instruments (the "Modification Regulations"), the exercise of an
option by a holder of a debt instrument to defer any scheduled payment of
principal is a taxable event if, based on all the facts and circumstances, such
deferral is considered material under the Modification Regulations. The
Modification Regulations do not specifically address the unique features of the
Notes (including their economic equivalence to a five-year debt instrument
containing put options). However, under the OID Regulations, for purposes of
determining the yield and maturity of a debt instrument that provides the holder
with an unconditional option or options,
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 3764
Dated June 11, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
exercisable on one or more dates during the term of the debt instrument, that,
if exercised, require payments to be made on the debt instrument under an
alternative payment schedule or schedules (e.g., an option to extend the
maturity of the debt instrument), a holder is deemed to exercise or not exercise
an option or combination of options in a manner that maximizes the yield on the
debt instrument. Since the Spread will periodically increase during the term of
the Notes from an initial amount equal to .03% to an amount equal to .125% for
Interest Reset Dates occurring from and including July 9, 2006 to and including
June 9, 2007, under these rules, as of the Original Issue Date, original holders
of the Notes should be deemed to elect to extend the maturity of all of the
principal amount of the Notes to the Final Maturity Date in accordance with the
procedures described above. Accordingly, under these rules, the Final Maturity
Date should be treated as the maturity date of the Notes. Although it is unclear
how the OID Regulations should apply in conjunction with the Modification
Regulations to the Notes, Special Tax Counsel is of the opinion that, based upon
the OID Regulations, an election to extend the maturity of all or any portion of
the principal amount of the Notes in accordance with the procedures described
above should not be a taxable event for U.S. federal income tax purposes. In
addition, the Notes should not constitute contingent payment debt instruments
that would be subject to certain Treasury regulations governing contingent
payment obligations (the "Contingent Payment Regulations").
Under the treatment described above, the Notes will be treated as
having been issued with de minimis original issue discount. Therefore, the Notes
will not constitute OID Notes.
Prospective investors should note that no assurance can be given that
the IRS will accept, or that the courts will uphold, the characterization and
the tax treatment of the Notes described above. If the IRS were successful in
asserting that an election to extend the maturity of all or any portion of the
principal amount of the Notes is a taxable event for U.S. federal income tax
purposes, then Special Tax Counsel has indicated that you would be required to
recognize any gain inherent in the Notes at such time upon the exercise of such
election. Also, if the IRS were successful in asserting that the Notes were
subject to the Contingent Payment Regulations, Special Tax Counsel has indicated
that the timing and character of income thereon would be affected. Among other
things, you may be required to accrue original issue discount income, subject to
adjustments, at a "comparable yield" on the issue price. Furthermore, any gain
recognized with respect to the Notes would generally be treated as ordinary
income. The foregoing is a summary of the views of Special Tax Counsel to the
Company and is not to be construed as tax advice for investors. Prospective
investors should consult their tax advisor regarding the U.S. federal income tax
consequences of investment in, and extending the maturity of, the Notes.
Prospective investors should also consult the summary describing the
principal U.S. federal income tax consequences of the ownership and disposition
of the Notes contained in the section called "United States Tax Considerations"
in the accompanying Prospectus Supplement.