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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-1500700
(State of incorporation or organization) (I.R.S. employer
identification number)
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the follow box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the follow box. [ ]
Securities Act registration statement file number to which this form relates:
333-132807
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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6.45% Notes due New York Stock Exchange
June 15, 2046
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the 6.45% Notes due June 15, 2046 (the "Notes") of
General Electric Capital Corporation, a Delaware corporation (the "Registrant"),
registered hereby is contained under the heading "Description of the Notes" in
the pricing supplement and the prospectus supplement and under the heading
"Description of Debt Securities" in the prospectus thereto forming a part of the
Registrant's Registration Statement on Form S-3 (File No. 333-132807) filed with
the Securities and Exchange Commission (the "Commission") on March 29, 2006, as
declared effective by the Commission on March 29, 2006 and is hereby
incorporated herein by reference.
The Registrant has filed an application to list the Notes on The New
York Stock Exchange, Inc. (the "NYSE"). As of the date this registration
statement is filed with the Commission, the NYSE has approved the Notes for
listing, subject to notice of official issuance. This Registration on Form 8-A
is being filed to list the Notes on the NYSE.
ITEM 2. EXHIBITS.
See Exhibit Index.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant, General Electric Capital Corporation,
has duly caused this Form 8-A Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Kathryn A. Cassidy
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Kathryn A. Cassidy
Title: Senior Vice President-Corporate Treasury
and Global Funding Operation
Dated: August 10, 2006
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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4(a) Amended and Restated General Electric Capital Corporation Standard
Global Multiple Series Indenture Provisions dated as of February
27, 1997 (incorporated by reference to Exhibit No. 4(a) to the
Company's Registration Statement on Form S-3 (No. 333-59707)).
4(b) Third Amended and Restated Indenture dated as of February 27, 1997
between the Company and JPMorgan Chase Bank., N.A. (formerly known
as The Chase Manhattan Bank), as successor trustee (incorporated by
reference to Exhibit 4(c) to the Company's Registration Statement
on Form S-3 (No. 333-59707)).
4(c) Form of Global Medium-Term Notes, Series A, Fixed Rate Registered
Note (incorporated by reference to Exhibit 4(m) to the Company's
Registration Statement on Form S-3 (No. 333-100527)).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-3 (No. 333-132807)).