GECC SERIES A FIXED RATE PRICING SUPPLEMENT
PROSPECTUS |
Pricing Supplement No. 3831 |
Dated April 9, 2002 |
Dated November 22, 2002 |
PROSPECTUS SUPPLEMENT |
Rule 424(b)(3)-Registration Statement |
Dated April 16, 2002 |
No. 333-84462 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Floating Rate Notes)
Trade Date: November 21, 2002
Settlement Date (Original Issue Date): November 26, 2002
Maturity Date: November 22, 2004
Principal Amount (in Specified Currency): US$ 50,000,000
Price to Public (Issue Price): 100.00% (plus accrued interest from November 21, 2002)
Agent's Discount or Commission: 0.200%
Net Proceeds to Issuer: US$ 49,900,000 (plus accrued interest from November 21, 2002)
Interest Rate:
Interest Calculation:
n Regular Floating Rate
o Inverse Floating Rate
o Other Floating Rate
Interest Rate Basis:
o CD Rate o Commercial Paper Rateo Federal Funds Rate (See "Additional Terms - Interest" below)
n LIBOR
o Prime Rate o Treasury Rateo Other (See "Additional Terms - Interest" below)
Spread (Plus or Minus): plus 22 basis points
Spread Multiplier: N/A
Index Maturity: One Month
Index Currency: U.S. Dollars
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
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.
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(Floating Rate) |
Page 2 |
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Pricing Supplement No. 3831 |
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Dated November 22, 2002 |
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Rule 424(b)(3)-Registration Statement |
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No. 333-84462 |
Interest Payment Period: Monthly
Interest Payment Dates: Monthly on the 21st of each month, commencing December 23, 2002
Initial Interest Rate: To be determined two London Business Days prior to the Original Issue Date based on the one month USD LIBOR plus 22 basis points.
Interest Reset Periods and Dates: Monthly on each Interest Payment Date.
Interest Determination Dates: Monthly, two London Business Days prior to each Interest Reset Date.
Form of Notes:
X DTC registered ___ non-DTC registered
CUSIP No.: 36962GZX5
Repayment, Redemption and Acceleration
Optional Repayment Date(s): N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A
Original Issue Discount:
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A
Amortizing Notes:
Amortization Schedule: N/A
(Floating Rate) |
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Page 3 |
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Pricing Supplement No. 3831 |
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Dated November 22, 2002 |
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Rule 424(b)(3)-Registration Statement |
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No.333-84462 |
Dual Currency Notes:
Face Amount Currency: N/A
Optional Payment Currency: N/A
Designated Exchange Rate: N/A
Option Value Calculation Agent: N/A
Option Election Date(s): N/A
Indexed Notes:
Currency Base Rate: N/A
Determination Agent: N/A
Additional Information:
Reopening of Issue:
Additional notes may be issued with the same terms as these Notes. After such additional notes are issued, they will be fungible with these Notes. See "Description of Notes Reopening of Issue" as described in the Prospectus Supplement dated April 16, 2002.
The Notes are intended to be fully fungible with and will be consolidated and form a single issue for all purposes with the Company's issue of US$ 75,000,000 Floating Rate Notes Due November 22, 2004 described in the Company's pricing supplement number 3828 dated November 19, 2002.
General.
The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:
At September 28, 2002 the Company had outstanding indebtedness totaling $252.640 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 September 28, 2002 excluding subordinated notes payable after one year was equal to $251.682 billion.
(Floating Rate) |
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Page 4 |
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Pricing Supplement No. 3831 |
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Dated November 22, 2002 |
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Rule 424(b)(3)-Registration Statement |
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No.333-84462 |
Year Ended December 31, |
Nine Months ended September 28, 2002 |
||||
1997 |
1998 |
1999 |
2000 |
2001 |
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1.48 |
1.50 |
1.60 |
1.52 |
1.72 |
1.66 |
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For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.
Plan of Distribution:
The Notes are being purchased by the Lehman Brothers Inc. (the "Underwriter"), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.20% of the principal amount of the Notes.
The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
US$ 50,000,000
GENERAL ELECTRIC CAPITAL CORPORATION
Global Medium-Term Notes, Series A
TERMS AGREEMENT
November 22, 2002
GENERAL ELECTRIC CAPITAL CORPORATION
201 High Ridge Road
Stamford, CT 06927
Attention: Senior Vice President - Corporate Treasury and
Global Funding Operation
Re: Second Amended and Restated U.S. Distribution Agreement
("U.S. Distribution Agreement") dated as of April 16, 2002
The undersigned agrees to purchase Global Medium-Term Notes, Series A (Trade No. 3831) having the following terms:
Maturity Date: November 22, 2004
Principal Amount: US$ 50,000,000
Issue Price: 100.00% (Plus accrued interest from November 21, 2002)
Settlement Date: November 26, 2002
Place of Delivery: The City of New York, New York
Issue Date: November 26, 2002
Specified Currency: United States Dollars
Interest Rate: One Month USD LIBOR plus 22 basis points
Interest Payment Dates: Monthly on the 21st of each month, commencing December 23, 2002.
Redemption at the option of the Company: None
Repayment at the option of the holder: None
Discount/Commissions: 0.20%
Terms used but not defined herein shall have the meaning assigned to them in the U.S. Distribution Agreement.
The certificate referred to in Section 5(b) of the U.S. Distribution Agreement, the opinion referred to in Section 5(a)(i) of the U.S. Distribution Agreement and the accountants letter referred to in Section 5(c) of the U.S. Distribution Agreement will not be required.
LEHMAN BROTHERS INC.
By: _______________________________
Title:
Accepted:
GENERAL ELECTRIC CAPITAL CORPORATION
By: _____________________________________
James Tremante
Vice President and Assistant Treasurer
General Electric Capital Corporation
Officers' Certificate
with respect to
Global Medium-Term Notes, Series A
Trade No. 3831
The undersigned officers of General Electric Capital Corporation (the "Company"), pursuant to authority delegated to them resolutions of the Board of Directors of the Company adopted on March 21, 2002 (the "Resolutions") and for the purpose of establishing certain terms for Global Medium Term Notes, Series A, Trade No. 3831 (the "Notes") to be issued pursuant to the provisions of the Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank as successor trustee, as supplemented by the First Supplemental Indenture dated as of May 3, 1999, and the Second Supplemental Indenture date July 2, 2001 hereby certify that, pursuant to the Resolutions, the terms of the Notes and of the sale thereof, as set forth on the Schedule annexed hereto, have been approved by the undersigned.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:______________________________
Vice Chairman and Chief Financial Officer
By:______________________________
Senior Vice President-Corporate Treasury and Global Funding Operation
Dated: November 21, 2002
SCHEDULE
Agent: Lehman Brothers Inc.
Trade No. 3831
Method of Sale: Underwritten
Certain Terms of the Notes:
Principal Amount of Notes: US$ 50,000,000
DTC Registered: Yes
Maturity Date: November 22, 2004
Interest Rate: One Month USD LIBOR plus 22 basis points
Payment Frequency: Monthly
First Interest Payment Date: December 23, 2002
Issue Price: 100.00 % of the principal amount of the Notes
Commissions: 0.200%
Closing Date: November 26, 2002
g
GE CapitalLisa R. King
General Electric Capital CorporationParalegal , 201 High Ridge Road
Treasury Operation and Assistant Secretary Stamford, CT 06927-9400
203-961-5078, Dial Comm 8*228-5078
FAX 203-357-3490, Dial Comm 8*228-3490
Internet:.lisa.king@gecapital.com
November 22, 2002
To: Martin Goldberg
Lehman Brothers Inc.
From: Lisa R. King
Legal Assistant - Treasury
Re: US$50,000,000 Floating Rate Notes Due November 22, 2004
CUSIP: 36962GZX5
Enclosed please find two original copies of the Terms Agreement for the above-mentioned transaction. Please sign both copies, keep one original for your files, and return the other to my attention as soon as possible.
In addition, please also find two originals each of the following closing documents:
1. Pricing Supplement
Please give me a call at (203) 961-5078 should you have any questions.
Enclosures