Filed Pursuant to Rule 424(b)(3)
Registration No. 333-84462
PRICING SUPPLEMENT NO. 3811
(To PROSPECTUS dated April 9, 2002,
as supplemented by PROSPECTUS SUPPLEMENT
dated April 16, 2002)
$1,000,000,000
GENERAL ELECTRIC CAPITAL CORPORATION
6.10% PUBLIC INCOME NOTES (PINES(R)) due 2032
------------------
We are offering $1,000,000,000 of 6.10% Public Income NotES due November
15, 2032, which we refer to as the "PINES". The PINES will be our senior
obligations and will rank on a parity with all of our existing and future
unsecured and unsubordinated indebtedness. We will pay interest on the PINES on
February 15th, May 15th, August 15th and November 15th of each year. The first
such payment will be on February 15, 2003. We may redeem the PINES, in whole or
in part, at any time on or after November 15, 2007 at a redemption price equal
to 100% of the principal amount redeemed plus accrued and unpaid interest to the
redemption date. The PINES will be issued in minimum denominations of $25 and
integral multiples thereof.
We intend to list the PINES on the New York Stock Exchange and expect
trading in the PINES on the New York Stock Exchange to begin within 30 days
after the original issue date. The PINES are expected to trade "flat", meaning
that purchasers will not pay, and sellers will not receive, any accrued and
unpaid interest on the PINES that is not included in the trading price.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PRICING SUPPLEMENT OR THE RELATED PROSPECTUS
SUPPLEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------
PER PINES TOTAL
--------- --------------
Public Offering Price 100.00% $1,000,000,000
Underwriting Discounts 3.15% $ 31,500,000
Proceeds to General Electric Capital Corporation (before
expenses) 96.85% $ 968,500,000
------------------
The public offering price set forth above does not include accrued
interest, if any. Interest on the PINES will accrue from November 15, 2002 and
must be paid by the purchaser if the PINES are delivered after November 15,
2002.
The Underwriters named herein are severally underwriting the PINES being
offered. The Underwriters expect to deliver the PINES in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on November 15, 2002.
"PINES(R)" is a registered service mark of Salomon Smith Barney Inc.
------------------
SALOMON SMITH BARNEY
------------------
MERRILL LYNCH & CO.
MORGAN STANLEY
UBS WARBURG
WACHOVIA SECURITIES, INC.
October 31, 2002
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
AND PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE
THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED
IN THIS PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PRICING SUPPLEMENT.
------------------
TABLE OF CONTENTS
PAGE
----
PRICING SUPPLEMENT
Alternative Settlement Date................................. PS-2
The Company................................................. PS-3
Description of the PINES.................................... PS-3
United States Tax Considerations............................ PS-7
Underwriting................................................ PS-9
PROSPECTUS SUPPLEMENT
Risks of Foreign Currency Notes and Indexed Notes........... S-2
Description of Notes........................................ S-4
United States Tax Considerations............................ S-20
Plan of Distribution........................................ S-26
Legal Opinions.............................................. S-27
Glossary.................................................... S-28
PROSPECTUS
Where You Can Get More Information on GECC.................. 2
The Company................................................. 3
Use of Proceeds............................................. 3
Plan of Distribution........................................ 4
Securities Offered.......................................... 5
Description of Debt Securities.............................. 5
Description of Warrants..................................... 9
Description of the Preferred Stock.......................... 10
Description of Support Obligations and Interest Therein..... 13
Legal Opinions.............................................. 16
Experts..................................................... 16
---------------
IN THIS PRICING SUPPLEMENT, THE "COMPANY", "WE", "US" AND "OUR" REFER TO
GENERAL ELECTRIC CAPITAL CORPORATION. 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.
ALTERNATIVE SETTLEMENT DATE
It is expected that delivery of the PINES will be made on or about the date
specified on the cover page of this pricing supplement, which will be the tenth
Business Day following the date of this pricing supplement. Under Rule 15c6-1 of
the Securities Exchange Commission ("SEC") under the Securities Exchange Act of
1934, trades in the secondary market generally are required to settle in three
Business Days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade PINES on the date of this pricing
supplement or the next succeeding six Business Days will be
PS-2
required to specify an alternate settlement cycle at the time of any such trade
to prevent failed settlement. Purchasers of PINES who wish to trade PINES on the
date of this pricing supplement or the next succeeding six Business Days should
consult their own advisors.
THE COMPANY
GENERAL
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.
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:
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------------------------------------------------- SEPTEMBER 28,
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- -------------
1.48 1.50 1.60 1.52 1.72 1.66
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.
DESCRIPTION OF THE PINES
GENERAL
We provide information to you about the PINES in three separate documents:
- this pricing supplement which specifically describes the PINES being
offered;
- the accompanying prospectus supplement which describes the Company's
Global Medium-Term Notes, Series A; and
- the accompanying prospectus which describes generally the debt securities
of the Company.
The PINES are "senior, unsecured debt securities" as described in the
accompanying prospectus and prospectus supplement. This description supplements
the description of the general terms and provisions of the debt securities found
in the accompanying prospectus and prospectus supplement.
THE PINES
- will be our senior, unsecured obligations,
- will rank equally with all our other unsecured and unsubordinated
indebtedness from time to time outstanding,
- will initially be limited in aggregate principal amount to
$1,000,000,000; we may, without the consent of the holders, increase such
principal amount in the future, on the same terms and conditions and with
the same CUSIP number as the PINES being offered hereby,
- will mature on November 15, 2032,
PS-3
- will be issued in minimum denominations of $25 and integral multiples
thereof,
- will be redeemable at our option, in whole or in part, at any time on or
after November 15, 2007 at a redemption price equal to 100% of the
principal amount redeemed plus accrued and unpaid interest to the
redemption date, and
- are expected to be listed on the New York Stock Exchange.
QUARTERLY PAYMENTS
Interest on the PINES will accrue from November 15, 2002 at a rate of 6.10%
per annum and will be payable initially on February 15, 2003 and thereafter
quarterly on February 15th, May 15th, August 15th and November 15th of each year
(each an "Interest Payment Date"). On an Interest Payment Date, interest will be
paid to the persons in whose names the PINES were registered as of the record
date. With respect to any Interest Payment Date, for so long as the PINES are
represented by global securities, the record date will be the close of business
on the Business Day prior to the relevant Interest Payment Date, and in the case
the PINES are no longer represented by global securities, the record date will
be the close of business on the 15th calendar day (whether or not a Business
Day) prior to the relevant Interest Payment Date.
The amount of interest payable for any period will be computed on the basis
of twelve 30-day months and a 360-day year. The amount of interest payable for
any period shorter than a full quarterly interest period will be computed on the
basis of the number of days elapsed in a 90-day quarter of three 30-day months.
If any Interest Payment Date falls on a Saturday, Sunday, legal holiday or a day
on which banking institutions in the City of New York are authorized by law or
regulation to close, then payment of interest may be made on the next succeeding
Business Day and no additional interest will accrue because of such delayed
payment, except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.
REDEMPTION AND REPAYMENT
The PINES will be redeemable at our option, in whole or in part, at any
time on or after November 15, 2007, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount redeemed
plus accrued and unpaid interest to the redemption date. Additionally, we may at
any time repurchase PINES at any price in the open market and may hold, resell
or surrender such PINES to the Trustee for cancellation. You will not have the
right to require us to repay PINES prior to Maturity. The PINES are not subject
to any sinking fund provision.
TRADING CHARACTERISTICS
We expect the PINES to trade at a price that takes into account the value,
if any, of accrued and unpaid interest. This means that purchasers will not pay,
and sellers will not receive, accrued and unpaid interest on the PINES that is
not included in their trading price. Any portion of the trading price of a PINES
that is attributable to accrued and unpaid interest will be treated as ordinary
interest income for U.S. federal income tax purposes and will not be treated as
part of the amount realized for purposes of determining gain or loss on the
disposition of the PINES. See generally "United States Tax Considerations".
DENOMINATION
The PINES are offered in denominations of $25 and integral multiples
thereof. If a global certificate is exchanged for PINES in physical form as
described under "-- Book-Entry, Delivery and Form" below, the securities in
physical form will be in denominations of $25 and integral multiples thereof.
PS-4
BOOK-ENTRY, DELIVERY AND FORM
The PINES will be issued in the form of one or more fully registered global
certificates (the "Global PINES") which will be deposited with, or on behalf of,
The Depository Trust Company, New York, New York (the "Depository") and
registered in the name of Cede & Co., the Depository's nominee. PINES in
definitive form will not be issued, unless the Depository notifies us that it is
unwilling or unable to continue as depository for the Global PINES and we do not
appoint a successor depository within 90 days or unless we otherwise so
determine in our sole discretion. Beneficial interests in the Global PINES will
be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global PINES through
either the Depository (in the United States) or Clearstream Banking, societe
anonyme ("Clearstream, Luxembourg") or Euroclear Bank S.A./N.V., as operator of
the Euroclear System ("Euroclear") (in Europe) if they are participants of such
systems, or indirectly through organizations which are participants in such
systems. Clearstream, Luxembourg and Euroclear will hold interests on behalf of
their participants through customers' securities accounts in Clearstream,
Luxembourg's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in the depositaries' names on the books of the Depository. Citibank,
N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank,
will act as depositary for Euroclear (in such capacities, the "U.S.
Depositaries").
Clearstream, Luxembourg advises that it is incorporated under the laws of
Luxembourg as a professional depositary. Clearstream, Luxembourg holds
securities for its participating organizations ("Clearstream, Luxembourg
Participants") and facilitates the clearance and settlement of securities
transactions between Clearstream, Luxembourg Participants through electronic
book-entry changes in accounts of Clearstream, Luxembourg Participants, thereby
eliminating the need for physical movement of certificates. Clearstream,
Luxembourg provides to Clearstream, Luxembourg Participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream Luxembourg interfaces with domestic markets in several countries. As
a professional depositary, Clearstream Luxembourg is subject to regulation by
the Luxembourg Monetary Institute. Clearstream Luxembourg Participants are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations and may include the Underwriters. Indirect
access to Clearstream, Luxembourg is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Clearstream, Luxembourg Participant either directly or
indirectly.
Distributions with respect to the PINES held beneficially through
Clearstream, Luxembourg will be credited to cash accounts of Clearstream,
Luxembourg Participants in accordance with its rules and procedures, to the
extent received by the U.S. Depositary for Clearstream, Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear
Operator"), under contract with Euro-clear Clearance Systems S.C., a Belgian
cooperative corporation (the "Cooperative"). All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including central
banks), securities brokers and dealers and other professional financial
intermediaries and may include the Underwriters. Indirect access to Euroclear is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
PS-5
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to the PINES held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the PINES will be made in immediately available
funds. Secondary market trading between participants of the Depository ("DTC
Participants") will occur in the ordinary way in accordance with Depository
rules and will be settled in immediately available funds using the Depository's
Same-Day Funds Settlement System. Secondary market trading between Clearstream,
Luxembourg Participants and/or Euroclear Participants will occur in the ordinary
way in accordance with the applicable rules and operating procedures of
Clearstream, Luxembourg and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Clearstream, Luxembourg or Euroclear Participants, on the other, will be
effected in the Depository in accordance with the Depository rules on behalf of
the relevant European international clearing system by its U.S. Depositary;
however, such cross-market transactions will require delivery of instructions to
the relevant European international clearing system by the counterparty in such
system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system
will, if the transaction meets its settlement requirements, deliver instructions
to its U.S. Depositary to take action to effect final settlement on its behalf
by delivering or receiving PINES in the Depository, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to the Depository. Clearstream, Luxembourg Participants and Euroclear
Participants may not deliver instructions directly to their respective U.S.
Depositaries.
Because of time-zone differences, credits of PINES received in Clearstream,
Luxembourg or Euroclear as a result of a transaction with a DTC Participant will
be made during subsequent securities settlement processing and dated the
business day following the Depository settlement date. Such credits or any
transactions in such PINES settled during such processing will be reported to
the relevant Euroclear or Clearstream, Luxembourg Participants on such business
day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales
of PINES by or through a Clearstream, Luxembourg Participant or a Euroclear
Participant to a DTC Participant will be received with value on the Depository
settlement date but will be available in the relevant Clearstream, Luxembourg or
Euroclear cash account only as of the business day following settlement in the
Depository.
Although the Depository, Clearstream, Luxembourg and Euroclear have agreed
to the foregoing procedures in order to facilitate transfers of PINES among
participants of the Depository, Clearstream, Luxembourg and Euroclear, they are
under no obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time.
PS-6
UNITED STATES TAX CONSIDERATIONS
The following discussion summarizes certain U.S. federal income tax
considerations that may be relevant to you if you invest in PINES. The following
information replaces the information provided in the prospectus supplement under
the caption "United States Tax Considerations". Except as discussed under
"Non-U.S. Holders" and "Information Reporting and Backup Withholding," the
discussion generally applies only to holders of PINES that are U.S. holders.
You will be a U.S. holder if you are an individual who is a citizen or
resident of the United States, a U.S. domestic corporation, or any other person
that is subject to U.S. federal income tax on a net income basis in respect of
an investment in the PINES. This summary deals only with U.S. holders that hold
PINES as capital assets. It does not address considerations that may be relevant
to you if you are an investor that is subject to special tax rules, such as a
bank, thrift, real estate investment trust, regulated investment company,
insurance company, dealer in securities or currencies, trader in securities or
commodities that elects mark to market treatment, person that will hold PINES as
a hedge against currency risk or as a position in a "straddle," conversion or
other integrated transaction, tax-exempt organization, certain former citizens,
and residents or a person whose "functional currency" is not the U.S. dollar.
This summary is based on laws, regulations, rulings and decisions now in
effect, all of which may change. Any change could apply retroactively and could
affect the continued validity of this summary. You should consult your tax
adviser about the tax consequences of purchasing or holding PINES, including the
relevance to your particular situation of the considerations discussed below, as
well as the relevance to your particular situation of state, local or other tax
laws.
PAYMENTS OR ACCRUALS OF INTEREST
Payments or accruals of interest on PINES will be taxable to you as
ordinary interest income at the time that you receive or accrue such amounts (in
accordance with your regular method of tax accounting).
PURCHASE, SALE AND RETIREMENT OF PINES
Your tax basis in your PINES generally will be its cost, however, your tax
basis does not include any portion of your purchase price which represents
accrued but unpaid interest. You will generally recognize capital gain or loss
on the sale or retirement of your PINES equal to the difference between the
amount you realize on the sale or retirement (excluding any amounts attributable
to accrued but unpaid interest which will be subject to tax in the manner
described under "Payments or Accruals of Interest") and your tax basis in your
PINES. Capital gain of a noncorporate United States holder is generally taxed at
a maximum rate of 20% where the property is held more than one year and 18%
where the property is held more than five years.
The PINES trade "flat," which means that upon the disposition of PINES you
will not receive a separate amount representing accrued interest.
Notwithstanding the foregoing, the portion of the proceeds you receive upon the
disposition of PINES that represents interest that has accrued from the last
interest payment date must be treated for U.S. federal income tax purposes (and
for U.S. federal income tax reporting purposes) as interest rather than
disposition proceeds.
NON-U.S. HOLDERS
If you are a non-resident alien individual or a foreign corporation (a
"non-U.S. holder"), the interest income that you derive in respect of the PINES
generally will be exempt from the United States federal withholding tax. This
exemption will apply to you provided that
- you do not actually or constructively own 10 percent or more of the
combined voting power of all classes of our stock and you are not a
controlled foreign corporation that is related, directly or indirectly to
us through stock ownership, and
PS-7
- the beneficial owner provides a statement (generally, an Internal Revenue
Service Form W-8BEN) signed under penalties of perjury that includes its
name and address and certifies that it is a non-U.S. person in compliance
with applicable requirements (or satisfies certain documentary evidence
requirements for establishing that it is a non-U.S. person).
If you are a non-U.S. holder, any gain you realize on a sale, exchange or
other disposition of PINES generally will be exempt from United States federal
income tax, including withholding tax. This exemption will not apply to you if
your gain is effectively connected with you conduct of a trade or business in
the United States or you are an individual holder and are present in the United
States for 183 days or more in the taxable year of the disposition and either
your gain is attributable to an office or other fixed place of business that you
maintain in the United States or you have a tax home in the United States.
United States Federal estate tax will not apply to PINES held by you if at
the time of death you were not a citizen or resident of the United States, you
did not actually or constructively own 10 percent or more of the combined voting
power of all classes of our stock and payments of interest on PINES would not
have been effectively connected with the conduct by you of a trade or business
in the United States.
For purposes of applying the rules set forth under this heading "Non-U.S.
Holders" to PINES held by an entity that is treated as fiscally transparent (for
example, a partnership) for U.S. federal income tax purposes, the beneficial
owner means each of the ultimate beneficial owners of the entity.
INFORMATION REPORTING AND BACKUP WITHHOLDING
The paying agent must file information returns with the Internal Revenue
Service in connection with payments made on PINES to certain U.S. holders. You
may also be subject to information reporting and backup withholding tax
requirements with respect to the proceeds from a sale of PINES. If you are a
U.S. holder, you generally will not be subject to United States backup
withholding tax on such payments if you provide your taxpayer identification
number to the paying agent. If you are a non-U.S. holder, you may have to comply
with certification procedures to establish your non-U.S. status in order to
avoid information reporting and backup withholding tax requirements. The
certification procedures required to claim the exemption from withholding tax on
interest income described above will satisfy these requirements. The amount of
any backup withholding from a payment to a holder may be allowed as a credit
against the holder's U.S. federal income tax liability and may entitle the
holder to a refund, provided that the required information is furnished to the
Internal Revenue Service.
PS-8
UNDERWRITING
Subject to the terms and conditions set forth in a terms agreement dated
October 31, 2002 between us and the underwriters named below (the
"Underwriters"), incorporating the terms of a distribution agreement dated as of
April 16, 2002 between us and the agents named in the prospectus supplement, we
have agreed to sell to the Underwriters, and the Underwriters have severally
agreed to purchase, as principals, the respective principal amounts of the PINES
set forth below opposite their names.
PRINCIPAL
UNDERWRITER AMOUNT OF PINES
----------- ---------------
Salomon Smith Barney Inc. .................................. $ 172,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... $ 172,500,000
Morgan Stanley & Co. Incorporated........................... $ 172,500,000
UBS Warburg LLC............................................. $ 172,500,000
Wachovia Securities, Inc. .................................. $ 172,500,000
A.G. Edwards & Sons, Inc. .................................. $ 5,000,000
Banc of America Securities LLC.............................. $ 5,000,000
Bear, Stearns & Co. Inc. ................................... $ 5,000,000
Charles Schwab & Co., Inc. ................................. $ 5,000,000
CIBC World Markets Corp. ................................... $ 5,000,000
Credit Suisse First Boston Corporation...................... $ 5,000,000
Dain Rauscher Incorporated.................................. $ 5,000,000
Deutsche Bank Securities Inc. .............................. $ 5,000,000
Fidelity Capital Markets, a division of National Financial
Services LLC.............................................. $ 5,000,000
H&R Block Financial Advisors, Inc. ......................... $ 5,000,000
HSBC Securities (USA) Inc................................... $ 5,000,000
McDonald Investments, Inc. ................................. $ 5,000,000
Prudential Securities Incorporated.......................... $ 5,000,000
Quick & Reilly, Inc. ....................................... $ 5,000,000
TD Waterhouse Investor Services, Inc. ...................... $ 5,000,000
U.S. Bancorp Piper Jaffray Inc. ............................ $ 5,000,000
Wells Fargo Investment Services, LLC........................ $ 5,000,000
ABN AMRO Incorporated....................................... $ 1,750,000
Advest Inc. ................................................ $ 1,750,000
BB&T Capital Markets, a division of Scott & Stringfellow,
Inc....................................................... $ 1,750,000
Blaylock & Partners, L.P. .................................. $ 1,750,000
C.L. King & Associates, Inc. ............................... $ 1,750,000
Crowell, Weedon & Co. ...................................... $ 1,750,000
D.A. Davidson & Co. ........................................ $ 1,750,000
Davenport & Company LLC..................................... $ 1,750,000
Doley Securities, Inc. ..................................... $ 1,750,000
Fahnestock & Co. Inc. ...................................... $ 1,750,000
Ferris Baker Watts, Incorporated............................ $ 1,750,000
Fifth Third Securities, Inc. ............................... $ 1,750,000
J.J.B. Hilliard, W.L. Lyons, Inc. .......................... $ 1,750,000
Janney Montgomery Scott LLC ................................ $ 1,750,000
Legg Mason Wood Walker, Incorporated........................ $ 1,750,000
PS-9
PRINCIPAL
UNDERWRITER AMOUNT OF PINES
----------- ---------------
Mesirow Financial, Inc. .................................... $ 1,750,000
Morgan Keegan & Company, Inc. .............................. $ 1,750,000
NatCity Investments, Inc. .................................. $ 1,750,000
Parker/Hunter Incorporated.................................. $ 1,750,000
Raymond James & Associates, Inc. ........................... $ 1,750,000
Robert W. Baird & Co. Incorporated.......................... $ 1,750,000
Ryan, Beck & Co. LLC........................................ $ 1,750,000
Samuel A. Ramirez & Company, Inc. .......................... $ 1,750,000
Southwest Securities, Inc. ................................. $ 1,750,000
Stifel, Nicolaus & Company, Incorporated.................... $ 1,750,000
SunTrust Capital Markets, Inc. ............................. $ 1,750,000
Utendahl Capital Partners, L.P. ............................ $ 1,750,000
Wedbush Morgan Securities, Inc. ............................ $ 1,750,000
William Blair & Company, LLC................................ $ 1,750,000
The Williams Capital Group, L.P. ........................... $ 1,750,000
--------------
Total.................................................. $1,000,000,000
==============
Prior to this offering, there has been no public market for the PINES. We
intend to list the PINES on the New York Stock Exchange, and we expect trading
in the PINES on the New York Stock Exchange to begin within 30 days after the
original issue date. In order to meet one of the requirements for listing the
PINES, the Underwriters will undertake to sell the PINES to a minimum of 400
beneficial holders.
The PINES are a new issue of securities with no established trading market.
The Underwriters have advised us that they intend to make a market in the PINES
but are not obligated to do so and may discontinue market making at any time
without notice. Neither we nor the Underwriters can assure you that the trading
market for the PINES will be liquid.
The Underwriters propose to offer some of the PINES directly to the public
at the public offering price set forth on the cover page of this pricing
supplement and some of the PINES to dealers at the public offering price less a
concession not to exceed $0.50 per $25 PINES. The Underwriters may allow, and
dealers may reallow, a concession not to exceed $0.45 per $25 PINES on sales to
other dealers. After the initial offering of the PINES to public, the
representatives may change the public offering price and concessions.
In connection with this offering, Salomon Smith Barney Inc., on behalf of
the Underwriters, may purchase and sell PINES in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment involves syndicate sales of PINES in
excess of the principal amount of PINES to be purchased by the Underwriters in
the offering, which creates a syndicate short position. Syndicate covering
transactions involve purchase of the PINES in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids or purchases of PINES made for
the purpose of preventing or retarding a decline in the market price of the
PINES while the offering is in progress.
The Underwriters also may impose a penalty bid. Penalty bids permit the
Underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchase PINES originally sold by that syndicate
member.
Any of these activities may have the effect of preventing or retarding a
decline in the market price of the PINES. They may also cause the price of the
PINES to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The Underwriters may conduct these
PS-10
transactions on the New York Stock Exchange, in the over-the-counter market or
otherwise. If the Underwriters commence any of these transactions, they may
discontinue them at any time.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the Underwriters may be required to make because of any of these
liabilities.
It is expected that delivery of the PINES will be made on or about the date
specified on the cover page of this pricing supplement, which will be the tenth
Business Day following the date of this pricing supplement. Under Rule 15c6-1 of
the Securities Act of 1933, trades in the secondary market generally are
required to settle in three Business Days, unless the parties to any such trade
expressly agree otherwise. Accordingly, the purchasers who wish to trade PINES
on the date of this pricing supplement or the next six Business Days will be
required to specify an alternate settlement cycle at the time of any such trade
to prevent failed settlement. Purchasers of PINES who wish to trade PINES on the
date of this pricing supplement or the next succeeding six Business Days should
consult their own advisors.
PS-11
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$1,000,000,000
GENERAL ELECTRIC CAPITAL CORPORATION
6.10% PUBLIC INCOME NOTES (PINES(R)) DUE 2032
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PRICING SUPPLEMENT NO. 3811
OCTOBER 31, 2002
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SALOMON SMITH BARNEY
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MERRILL LYNCH & CO.
MORGAN STANLEY
UBS WARBURG
WACHOVIA SECURITIES, INC.
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