SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of
Report (Date of earliest event reported) July 2, 2001
General Electric Capital Corporation
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6461 13-1500700
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
260 Long Ridge Road, Stamford, Connecticut 06927
--------------------------------------------------------------------------------
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area code (203) 357-4000
--------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events
Reincorporation in Delaware
On July 2, 2001, General Electric Capital Corporation, a corporation
organized under Article XII of the New York Banking Law ("GE Capital-NY"),
reincorporated as a Delaware business corporation (the "Reincorporation"). The
Reincorporation was effected by means of the merger (the "Merger") of GE
Capital-NY with and into a newly-formed corporation organized under the Delaware
General Corporation Law ("GE Capital-DE"). GE Capital-DE was the surviving
corporation in the Merger and upon the consummation of the Merger, changed its
name to "General Electric Capital Corporation." As a result of the Merger, GE
Capital-DE succeeded to and assumed all rights and obligations of GE Capital-NY,
and immediately after the Merger GE Capital-DE had the same assets and
liabilities as GE Capital-NY had immediately prior to the Merger. The directors
and officers of GE Capital-NY immediately prior to the Merger became the
directors and officers of GE Capital-DE upon consummation of the Merger.
Immediately following the Reincorporation, all of the outstanding
common stock of GE Capital-DE continued to be owned by General Electric Capital
Services, Inc., a Delaware corporation ("GECS") (which previously held all of
the outstanding common stock of GE Capital-NY). Each share of preferred stock of
GE Capital-NY outstanding immediately prior to the Reincorporation was converted
(pursuant to the Merger) into one share of preferred stock of GE Capital-DE
having the same designations, rights, powers and preferences of the preferred
NY2:\983092\09\L2K409!.DOC\47660.1696
stock of GE Capital-NY so converted. Upon consummation of the Merger, GE
Capital-DE has succeeded to GE Capital-NY's reporting obligations under Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended.
Pursuant to the Merger, all debt obligations of GE Capital-NY were
assumed by GE Capital-DE. The outstanding 7-7/8% Guaranteed Subordinated Notes
due December 1, 2006 issued by GE Capital-NY (and assumed by GE Capital-DE in
connection with the Reincorporation) are deemed to be registered under Section
12(b) of the Securities Exchange Act of 1934, as amended, by operation of Rule
12g-3(a) thereunder and continue to be listed on the New York Stock Exchange.
Apart from the change in its state of incorporation, the Merger had
no effect on GE Capital-NY's business, management, employees, fiscal year,
assets or liabilities, or location of its facilities (including corporate
headquarters), and did not result in any relocation of management or other
employees. In addition, pursuant to the Merger, GE Capital-NY's obligations
under its contracts, agreements, and guarantees were assumed by GE Capital-DE.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Set forth below is a list of Exhibits included as part of this
Current Report.
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger by and between
General Electric Capital Corporation and
GECS Merger Sub, Inc., dated June 25, 2001.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
(Registrant) General Electric Capital Corporation
(Signature)* /s/ James A. Parke
--------------------------------------------
James A. Parke
Vice Chairman and Chief Financial Officer
Date July 3, 2001
------------
*Print name and title of the signing
officer under his/her signature.
3
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger by and between
General Electric Capital Corporation and
GECS Merger Sub, Inc., dated June 25, 2001.
4