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General Electric Capital Corporation - page 37 / 48





37 / 48



Our Board of Directors has authorized the issuance of preferred stock. The terms of the preferred stock will be stated and expressed in a resolution or resolutions to be adopted by our Board of Directors (or any duly authorized committee of the Board of Directors) consistent with our restated certiÑcate of incorporation. The preferred stock, when issued and sold, will be fully paid and non-assessable and will have no pre-emptive rights.

As of the date of this prospectus, our capital stock as authorized by our sole common stockholder consists


‚ 4,166,000 shares of Common Stock, par value $14.00 per share, ‚ 33,000 shares of Variable Cumulative Preferred Stock, par value $100 per share, and ‚ 750,000 shares of Preferred Stock, par value $.01 per share.

In order to distinguish between our two classes of preferred stock, we will refer to the Ñrst class of our preferred stock as ""Variable Cumulative Preferred Stock'' and to the second class as our ""second class of preferred stock''. When we refer to both classes we use the phrase ""preferred stock.'' 3,985,403 shares of Common Stock and 26,000 shares of Variable Cumulative Preferred Stock are presently outstanding. There are no shares of our second class of preferred stock currently outstanding. Each Series of Variable Cumulative Preferred Stock ranks equally with each other Series of Variable Cumulative Preferred Stock as to dividend and liquidation preference.

We will describe the particular terms of any series of preferred stock being oÅered by use of this prospectus in the prospectus supplement relating to that series of preferred stock. Those terms may include:

‚ the designation, number of shares and stated value per share; ‚ the amount of liquidation preference; ‚ the initial public oÅering price at which shares of such series of preferred stock will be sold; ‚ the dividend rate or rates (or method of determining the dividend rate);

‚ the dates on which dividends shall be payable, the date from which dividends shall accrue and the record dates for determining the holders entitled to such dividends;

‚ any redemption or sinking fund provisions; ‚ any voting rights; ‚ any conversion or exchange provisions;

‚ any provisions to issue the shares of such series as depositary shares evidenced by depositary receipts; and

‚ any additional dividend, redemption, liquidation or other preferences or rights and qualiÑcations, limitations or restrictions thereof.


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