As filed with the Securities and Exchange Commission on February 28, 2003
No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
AND
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
(File No. 333-88508)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS CORPORATION
GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0572515
A Nova Scotia Unlimited Liability Company 38-0572515
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Renaissance Center 1908 Colonel Sam Drive
Detroit, Michigan 48265-3000 Oshawa, Ontario L1H 8P7
(313) 556-5000 (905) 644-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------
Peter R. Bible, Robbert-Jan Brabander,
Chief Accounting Officer Chief Executive Officer,
General Motors Corporation Chief Financial Officer
300 Renaissance Center and Principal Accounting Officer
Detroit, Michigan 48265-3000 General Motors Nova Scotia Finance Company
(313) 556-5000 1908 Colonel Sam Drive
Oshawa, Ontario L1H 8P7
(905) 644-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Martin I. Darvick, Joseph P. Gromacki, Fraser MacFadyen Francis J. Morison,
Esq. Esq. Stewart McKelvey Esq.
General Motors Jenner & Block, LLC Stirling Scales Davis Polk & Wardwell
Corporation One IBM Plaza 900-1959 Upper 450 Lexington Avenue
300 Renaissance Chicago, Illinois Water Street New York, New York
Center 60611 Halifax, Nova 10017
Detroit, Michigan (312) 222-9350 Scotia B3J 2x2 (212) 450-4000
48265-3091 (902) 420-3200
(313) 556-5000
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
Title of Each Class of to be Maximum Maximum Amount of
Securities to be Registered Offering Price Aggregate Registration
Registered (1)(2) Per Unit (3) Offering Price Fee
--------------------------------------------------------------------------------
Debt Securities of GM.
Preferred Stock
(without par value)
of GM................
Preference Stock (par
value $0.10 per
share) of GM.........
Common Stock (par
value $1-2/3 per
share) of GM.........
Class H Common Stock
(par value $0.10 per
share) of GM.........
Purchase Contracts of
GM...................
Depositary Shares of
GM (4)............... $10,000,000,000 $10,000,000,000(5) $809,000(6)
Warrants of GM........
Units of GM (7).......
Debt Securities of GM
Nova Scotia..........
Guarantees of Debt
Securities of GM Nova
Scotia (8)...........
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(1) This Registration Statement also covers such indeterminate number of shares
of Preferred Stock, Preference Stock, $1-2/3 Par Value Common Stock and Class H
Common Stock of GM as shall be issuable or deliverable upon conversion of any
Debt Securities, Preferred Stock, Preference Stock or Units of GM registered
hereby which are convertible into such Preferred Stock, Preference Stock, $1-2/3
Par Value Common Stock or Class H Common Stock. In addition, this Registration
Statement covers an indeterminate number of shares of Preferred Stock,
Preference Stock, $1-2/3 Par Value Common Stock or Class H Common Stock as shall
be issuable or deliverable upon settlement of Purchase Contracts or exercise of
Warrants.
(2) Or, if any Debt Securities of GM or GM Nova Scotia (a) are
denominated or payable in a foreign or composite currency or currencies, such
principal amount as shall result in an aggregate initial offering price
equivalent to $10,000,000,000 at the time of initial offering, (b) are issued at
an original issue discount, such greater principal amount as shall result in an
aggregate initial offering price not in excess of $10,000,000,000 or (c) are
issued with their principal amount payable at maturity to be determined with
reference to a currency exchange rate or other index, such principal amount as
shall result in an aggregate initial offering price of $10,000,000,000.
(3) The proposed maximum offering price per unit is not specified as to each
class of securities to be registered, pursuant to General Instruction II.D of
Form S-3 under the Securities Act of 1933, as amended. The proposed maximum
offering price per unit will be determined from time to time by the applicable
Registrant in connection with, and at the time of, the issuance by such
Registrant of the securities registered hereunder.
(4) Depositary Shares representing Preferred Stock or Preference Stock of GM.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(6) On May 17, 2002, the Registrants filed with the Securities and Exchange
Commission (the "SEC") a Registration Statement on Form S-3 (File No. 333-88508)
(the "Previous Registration Statement") pursuant to which the Registrants
registered securities to be offered with a proposed maximum offering price of up
to $5,000,000,000 and paid a filing fee of $460,000. In addition, on March 18,
2002, HEC Holdings, Inc., a wholly owned subsidiary of GM, filed with the SEC a
Registration Statement on Form S-4 (File No. 333-84472) (the "HEC Holdings
Registration Statement") pursuant to which HEC Holdings registered securities to
be offered with a proposed maximum aggregate offering price of $24,887,821,580
and paid a filing fee of $2,289,679.59. No securities were sold by the
Registrants pursuant to the Previous Registration Statement or the HEC Holdings
Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the
Registrants are offsetting $460,000 of the registration fee with the unused
portion of the registration fee previously paid in connection with the Previous
Registration Statement and $349,000 of the registration fee with the unused
portion of the registration fee previously paid in connection with the HEC
Holdings Registration Statement. As a result, the unused portion of the
registration fee previously paid in connection with the HEC Holdings
Registration Statement is reduced to $1,940,679.59.
(7) Units comprising any combination of one or more Debt Securities or other
securities, including Preferred Stock, Preference Stock, $1-2/3 Par Value Common
Stock, Class H Common Stock, Purchase Contracts, Depositary Shares, Warrants or
any combination thereof.
(8) No proceeds will be received by GM for the Guarantees.
-------------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The prospectus filed herewith is a combined prospectus pursuant to Rule 429
under the Securities Act, which relates to the securities registered hereby and
the securities registered on the Previous Registration Statement. Accordingly,
upon effectiveness, the Registration Statement shall constitute Post-Effective
Amendment No. 1 to the Previous Registration Statement.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale is not permitted or would
be unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2003
PROSPECTUS
$10,000,000,000
General Motors Corporation
Debt Securities
Common Stock (par value $1-2/3)
Class H Common Stock (par value $0.10)
Preference Stock (par value $0.10)
Preferred Stock (without par value)
Purchase Contracts
Depositary Shares
Warrants
Units
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We may offer from time to time debt securities, $1-2/3 par value common
stock, Class H common stock, preference stock, preferred stock, purchase
contracts, depositary shares, warrants or units. The aggregate initial offering
price of all securities sold by us under this prospectus will not exceed
$10,000,000,000. Specific terms of these securities will be provided in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest.
Our $1-2/3 par value common stock and Class H common stock are listed on
the New York Stock Exchange under the symbols "GM" and "GMH," respectively.
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We reserve the sole right to accept and, together with our agents from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through any agents.
-------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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__________, 2003
You should rely only on the information contained in or incorporated by
reference into this prospectus or any accompanying supplemental prospectus. We
have not authorized anyone to provide you with different information or make any
additional representations. We are not making an offer of these securities in
any state or other jurisdiction where the offer is not permitted. You should not
assume that the information contained in or incorporated by reference into this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of each of such documents. The terms "General Motors,"
"GM," "we," "us," and "our" refer to General Motors Corporation. The term
"Hughes" refers to Hughes Electronics Corporation, our wholly owned subsidiary.
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TABLE OF CONTENTS
About this Prospectus............................................ 1
Principal Executive Offices...................................... 1
Where You Can Find More Information.............................. 1
Incorporation of Certain Documents by Reference.................. 2
Description of General Motors Corporation........................ 4
Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Fixed Charges and Preference Stock Dividends................ 5
Use of Proceeds.................................................. 5
Overview of Our Capital Stock.................................... 6
Description of $1-2/3 Par Value Common Stock and
Class H Common Stock........................................... 9
Description of Preferred Stock...................................17
Description of Preference Stock..................................19
Description of Debt Securities...................................21
Description of Purchase Contracts................................28
Description of Depositary Shares.................................29
Description of Warrants..........................................32
Description of Units.............................................35
Forms of Securities..............................................38
Plan of Distribution.............................................40
Legal Matters....................................................43
Experts..........................................................43
ABOUT THIS PROSPECTUS
This prospectus, along with a prospectus for General Motors Nova Scotia
Finance Company, a wholly owned subsidiary, is part of a registration statement
that we filed with the Securities and Exchange Commission, referred to as the
SEC in this prospectus, utilizing a "shelf" registration process. Under this
shelf process, we may sell any combination of our securities and General Motors
Nova Scotia Finance Company may sell its guaranteed debt securities, as
described in the related prospectus, in one or more offerings. The total dollar
amount of any securities sold by us and General Motors Nova Scotia Finance
Company under the registration statement may not exceed $10,000,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, a prospectus supplement will be provided
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described below under
"Incorporation of Certain Documents By Reference."
PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 300 Renaissance Center,
Detroit, Michigan 48265-3000, and our telephone number is (313) 556-5000. We
maintain a website at www.gm.com where general information about us is
available. We are not incorporating the contents of our website into this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Beginning in 1999, Hughes began filing its own annual,
quarterly and current reports with the SEC. You may read and copy any document
that we or Hughes file at the Public Reference Room of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and at 233 Broadway, New York, New York 10279. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov,
from which interested persons can electronically access the registration
statement, including the exhibits and schedules thereto. We are not
incorporating the contents of the SEC website into this prospectus. Reports and
other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, where our $1-2/3 par
value common stock and Class H common stock are listed, as well as at the
offices of the following stock exchanges where our $1-2/3 par value common stock
is also listed in the United States: the Chicago Stock Exchange, Inc., One
Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; the Pacific
Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012
and 301 Pine Street, San Francisco, California 95104; and the Philadelphia Stock
Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information that we
and Hughes file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we or Hughes file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC by us or Hughes under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell
all of the securities, except as noted below:
GM SEC Filings (File No. 1-143) Period
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Annual Report on Form 10-K Year ended December 31, 2001
Quarterly Reports on Form 10-Q Quarters ended March 31, 2002, June
30, 2002 and September 30, 2002
Current Reports on Form 8-K Dates filed: January 3, 2002, January
10, 2002*, January 16, 2002, February
1, 2002, February 25, 2002 (3**),
February 25, 2002*, March 1, 2002,
March 5, 2002, March 6, 2002, March
13, 2002, April 2, 2002, April 16,
2002, May 1, 2002 (2), June 3, 2002,
June 4, 2002, June 24, 2002, July 2,
2002, July 3, 2002, July 11, 2002,
July 16, 2002 (2), July 31, 2002*,
August 1, 2002, August 6, 2002, August
14, 2002, August 14, 2002 (2*), August
21, 2002*, September 4, 2002,
September 25, 2002*, October 1, 2002,
October 8, 2002*, October 15, 2002,
October 17, 2002, October 23, 2002,
November 1, 2002, November 4, 2002,
November 27, 2002, December 3, 2002
(3), December 10, 2002, December 16,
2002*, December 19, 2002*, December
19, 2002, January 3, 2003, January 9,
2003 (2*), January 10, 2003, January
16, 2003, February 3, 2003, February
13, 2003*, February 25, 2003, February
27, 2003* and February 28, 2003
-------------------
* Reports submitted to the SEC under Item 9, Regulation FD Disclosure. Pursuant
to General Instruction B of Form 8-K, the reports submitted under Item 9 are
not deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 and we are not subject to the liabilities of that
section. We are not incorporating, and will not incorporate by reference
future filings of, these reports into a filing under the Securities Act of
1933, the Securities Exchange Act of 1934 or into this registration
statement.
** Includes a Form 8-K Amendment by subsequent filing on the same day.
Hughes SEC Filings (File No. 0-26035) Period
------------------------------------- ------
Annual Report on Form 10-K Year ended December 31, 2001
Quarterly Reports on Form 10-Q Quarters ended March 31, 2002, June
30, 2002 and September 30, 2002
Current Reports on Form 8-K Dates filed: January 15, 2002, April
15, 2002, June 4, 2002, June 24, 2002,
July 11, 2002, July 15, 2002, July 31,
2002*, August 14, 2002*, September 25,
2002*, October 8, 2002*, October 15,
2002, December 10, 2002, December 19,
2002, December 23, 2002, January 9,
2003*, January 15, 2003, February
12, 2003* and February 27, 2003*
--------------------------------------------------------------------------------
* Reports submitted to the SEC under Item 9, Regulation FD Disclosure. Pursuant
to General Instruction B of Form 8-K, the reports submitted under Item 9 are
not deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 and we are not subject to the liabilities of that
section. We are not incorporating, and will not incorporate by reference
future filings of, these reports into a filing under the Securities Act of
1933, the Securities Exchange Act of 1934 or into this registration
statement.
-2 -
You may request a copy of the documents incorporated by reference into
this prospectus, except exhibits to such prospectus, at no cost, by writing or
telephoning the office of Paul W. Schmidt, Controller, at the following address
and telephone number:
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 556-5000
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DESCRIPTION OF GENERAL MOTORS CORPORATION
We are primarily engaged in the automotive and, through our wholly-owned
subsidiary, Hughes Electronics Corporation, the communications services
industries. We are the world's largest manufacturer of automotive vehicles. We
also have financing and insurance operations and, to a lesser extent, are
engaged in other industries.
Our automotive segment is comprised of four regions:
o GM North America;
o GM Europe;
o GM Latin America/Africa/Mid-East; and
o GM Asia Pacific.
GM North America designs, manufactures and/or markets vehicles primarily
in North America under the following nameplates:
o Chevrolet o GMC o Buick o Saturn
o Pontiac o Oldsmobile o Cadillac o Hummer
GM Europe, GM Latin America/Africa/Mid-East and GM Asia Pacific meet the
demands of customers outside North America with vehicles designed, manufactured
and/or marketed under the following nameplates:
o Opel o Holden o Buick o GMC
o Vauxhall o Saab o Chevrolet o Cadillac
Our automotive regions also have equity ownership in Fiat, S.p.A., Fuji
Heavy Industries Ltd., Suzuki Motor Corporation, Isuzu Motors Limited, Shanghai
General Motors Corporation and GM Daewoo Auto & Technology Company. These
alliances design, manufacture and market vehicles under the following
nameplates:
o Fiat o Subaru o Isuzu
o Alfa Romeo o Suzuki o Daewoo
Our communications services relate to Hughes, which includes digital
entertainment, information and communications services and satellite-based
private business networks.
Our financing and insurance operations primarily relate to General Motors
Acceptance Corporation, which provides a broad range of financial services,
including consumer vehicle financing, full-service leasing and fleet leasing,
dealer financing, car and truck extended service contracts, residential and
commercial mortgage services, commercial and vehicle insurance and asset-based
lending. For more information about GMAC, see the documents publicly filed by
GMAC with the SEC, including GMAC's Annual Report on Form 10-K for the year
ended December 31, 2001, its Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 30, 2002 and its various
Current Reports on Form 8-K.
Our other industrial operations include the designing, manufacturing and
marketing of locomotives and other heavy-duty transmissions.
Substantially all of our automotive-related products are marketed through
retail dealers and through distributors and jobbers in the United States, Canada
and Mexico, and through distributors and dealers overseas. At December 31, 2002,
there were approximately 7,600 GM vehicle dealers in the United States, 800 in
Canada and 200 in Mexico. Additionally, there were a total of approximately
11,800 outlets overseas which include dealers and authorized sales, service and
parts outlets.
-4-
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE STOCK DIVIDENDS
The following table presents the ratio of our earnings to fixed charges
for the periods indicated:
Nine Months Ended Years Ended
September 30, December 31,
------------------ -----------------------------------------------
2002 2001 2001 2000 1999 1998 1997
1.10 1.16 1.16 1.72 2.13 1.73 2.23
We compute the ratio of earnings to fixed charges by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
the earnings and fixed charges of us and our consolidated subsidiaries. Fixed
charges consist of interest and discount and the portion of rentals for real and
personal properties in an amount deemed to be representative of the interest
factor.
The following table presents the ratio of our earnings to fixed charges
and preference stock dividends for the periods indicated:
Nine Months Ended Years Ended
September 30, December 31,
----------------- --------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
1.09 1.13 1.13 1.69 2.10 1.71 2.19
We compute the ratio of earnings to fixed charges and preference stock
dividends by dividing earnings before income taxes and fixed charges by the sum
of fixed charges and preference stock dividends. This ratio includes the
earnings and fixed charges of us and our consolidated subsidiaries. Preference
stock dividends consists of pre-tax earnings that are required to pay dividends
on outstanding preference securities.
USE OF PROCEEDS
We will add the net cash proceeds from the sale by us of any securities to
our general funds and they will be available for general corporate purposes,
including the repayment of existing indebtedness. In addition, we intend to
cancel or retire any indebtedness or other outstanding liabilities of GM that we
acquire in exchange for the sale of any securities.
-5-
OVERVIEW OF OUR CAPITAL STOCK
The following description of our capital stock is based upon our restated
certificate of incorporation, as amended ("Certificate of Incorporation"), our
bylaws ("Bylaws") and applicable provisions of law. We have summarized certain
portions of our Certificate of Incorporation and Bylaws below. The summary is
not complete. Our Certificate of Incorporation and Bylaws have been filed as
exhibits to our Annual Report on Form 10-K for the year ended December 31, 2001,
which is incorporated by reference into the registration statement of which this
prospectus is a part. In addition, an amendment to our Bylaws was filed by us on
a Current Report on Form 8-K on February 25, 2003, which is incorporated by
reference into the registration statement of which this prospectus is a part.
You should read our Certificate of Incorporation and Bylaws for the provisions
that are important to you.
Certain provisions of the Delaware General Corporation Law ("DGCL"), our
Certificate of Incorporation and Bylaws summarized in the following paragraphs
may have an anti-takeover effect. This may delay, defer or prevent a tender
offer or takeover attempt that a stockholder might consider in its best
interests, including those attempts that might result in a premium over the
market price for its shares.
Authorized Capital Stock
Our Certificate of Incorporation authorizes us to issue 5,706,000,000
shares of capital stock, consisting of:
o 6,000,000 shares of preferred stock, without par value;
o 100,000,000 shares of preference stock, $0.10 par value; and
o 5,600,000,000 shares of common stock comprising two classes, which
shall include 2,000,000,000 shares of $1-2/3 par value common stock and
3,600,000,000 shares of Class H common stock, $0.10 par value.
As of January 31, 2003, the following shares of our capital stock were
outstanding:
o 560,651,338 shares of $1-2/3 par value common stock (and an additional
56,441,400 shares were reserved for possible issuance upon conversion
of our outstanding convertible debt securities); and
o 958,296,221 shares of Class H common stock.
There are currently no outstanding shares of preferred stock or preference
stock.
Certain Provisions of Our Certificate of Incorporation and Bylaws
Amendments to our Certificate of Incorporation. Under the DGCL, the
affirmative vote of a majority of the outstanding shares entitled to vote and a
majority of the outstanding stock of each class entitled to vote is required to
amend a corporation's certificate of incorporation. Under the DGCL, the holders
of the outstanding shares of a class of our capital stock shall be entitled to
vote as a class upon a proposed amendment, whether or not entitled to vote
thereon by the certificate of incorporation, if the amendment would:
o increase or decrease the aggregate number of authorized shares of such
class;
o increase or decrease the par value of the shares of such class; or
o alter or change the powers, preferences or special rights of the shares
of such class so as to affect them adversely.
-6-
If any proposed amendment would alter or change the powers, preferences or
special rights of one or more series of any class of our capital stock so as to
affect them adversely, but shall not so affect the entire class, then only the
shares of the series so affected by the amendment shall be considered a separate
class for the purposes of this provision. As described below under "Description
of $1-2/3 Par Value Common Stock and Class H Common Stock--Voting Rights," our
Certificate of Incorporation expressly provides that $1-2/3 par value common
stockholders and Class H common stockholders each are entitled to vote
separately as a class with respect to certain amendments to our Certificate of
Incorporation.
Vacancies in the Board of Directors. Our Bylaws provide that any vacancy
occurring in our board of directors for any cause may be filled by a majority of
the remaining members of our board, although such majority is less than a
quorum.
Special Meetings of Stockholders. Under our Bylaws, only our board of
directors or the chairman of our board may call special meetings of stockholders
at such place, date and time and for such purpose or purposes as shall be set
forth in the notice of such meeting.
Requirements for Notice of Stockholder Director Nominations and
Stockholder Business. If a stockholder wishes to bring any business before an
annual or special meeting or nominate a person for election to our board of
directors, our Bylaws contain certain procedures that must be followed in terms
of the advance timing required for delivery of stockholder notice of such
business and the information that such notice must contain. The information
required in a stockholder notice includes general information regarding the
stockholder, a description of the proposed business and, with respect to
nominations for the board of directors, certain specified information regarding
the nominee(s).
In addition to the information required in a stockholder notice described
above, our Bylaws require a representation that the stockholder is a holder of
our voting stock and intends to appear in person or by proxy at the meeting to
make the nomination or bring up the matter specified in the notice. In terms of
the timing of the stockholder notice, our Bylaws require that the notice must be
received by our secretary:
o in the case of an annual meeting, not more than 180 days and not less
than 120 days in advance of the annual meeting; and
o in the case of a special meeting, not later than the fifteenth day
following the day on which notice of the meeting is first mailed to
stockholders.
Certain Anti-Takeover Effects of Delaware Law
We are subject to Section 203 of the DGCL ("Section 203"). In general,
Section 203 prohibits a publicly held Delaware corporation from engaging in
various "business combination" transactions with any interested stockholder for
a period of three years following the date of the transaction(s) in which the
person became an interested stockholder, unless:
o the transaction is approved by the board of directors prior to
the date the interested stockholder obtained such status;
o upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced; or
o on or subsequent to such date the business combination is approved by
the board and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least 662/3 % of the
outstanding voting stock which is not owned by the interested
stockholder.
A "business combination" is defined to include mergers, asset sales, and
other transactions resulting in financial benefit to an "interested
stockholder." In general, an "interested stockholder" is a person who, together
with affiliates and associates, owns (or is an affiliate or associate of the
corporation and, within the prior three years, did own) 15% or more of a
corporation's voting stock. The statute could prohibit or delay mergers or other
takeover or change in control attempts with respect to us and, accordingly, may
-7-
discourage attempts to acquire us even though such a transaction may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market price.
-8-
DESCRIPTION OF $1-2/3 PAR VALUE COMMON STOCK
AND CLASS H COMMON STOCK
We have two classes of common stock:
o $1-2/3 par value common stock; and
o Class H common stock.
Our Class H common stock is a "tracking stock" designed to provide holders
with financial returns based on the financial performance of Hughes. In addition
to the following description of our $1-2/3 par value common stock and Class H
common stock, please refer to our Certificate of Incorporation which sets forth
in full detail the terms of our $1-2/3 par value common stock and our Class H
common stock. Our Certificate of Incorporation has been filed as an exhibit to
our Annual Report on Form 10-K for the year ended December 31, 2001, which is
incorporated by reference into the registration statement of which this
prospectus is a part. For information regarding how you can find a copy of our
Certificate of Incorporation, see "Where You Can Find More Information."
There are no redemption or sinking fund provisions applicable to our
$1-2/3 par value common stock or Class H common stock. All outstanding shares
of $1-2/3 par value common stock and Class H common stock are fully paid and
non-assessable, and any shares of $1-2/3 par value common stock or Class H
common stock to be issued upon completion of this offering will be fully paid
and non-assessable.
Dividends
The DGCL and our Certificate of Incorporation do not require our board of
directors to declare dividends on any class of our common stock. The declaration
of any dividend on either class is a matter to be acted upon by our board of
directors upon the recommendation of our management. If and to the extent our
board of directors chooses to declare dividends on either or both of the classes
of our common stock, neither the DGCL nor our Certificate of Incorporation
requires any proportionate or other fixed relationship between the amount of the
dividends declared on the different classes of common stock. Our board of
directors reserves the right to reconsider from time to time its policies and
practices regarding dividends on our common stock and to increase or decrease
the dividends paid on our common stock. Our board of directors may reconsider
such matters on the basis of our consolidated financial position, which includes
liquidity and other factors, and, with regard to Class H common stock, the
earnings and consolidated financial position of Hughes.
Both the DGCL and our Certificate of Incorporation, however, restrict the
power of our board of directors to declare and pay dividends on either class of
our common stock. The amounts which may be declared and paid by our board of
directors as dividends on our common stock are allocated pursuant to our
Certificate of Incorporation to each separate class of our common stock and are
subject to the amount legally available for the payment of dividends by us under
the DGCL. For dividend purposes, this allocation serves to preserve for each
class of our common stockholders an interest in retained earnings that is not
shared by the other class. This restriction does not require a physical
segregation of our assets from the assets of Hughes. Nor does it require
separate accounts or separate dividend or liquidation preferences of our assets
and the assets of Hughes for the benefit of the holders of either of the
separate classes of our common stock.
Calculation of Amounts Available for Payment of Dividends on Our Common
Stock. Under our Certificate of Incorporation, dividends may be paid on the
$1-2/3 par value common stock to the extent of the assets legally available for
the payment of dividends reduced by the sum of:
o an amount determined by our board of directors to be available for the
payment of dividends on the Class H common stock as of December 17,
1997, which we refer to as the "Hughes transaction date," plus the
paid-in surplus attributable to shares of Class H common stock issued
after the Hughes transaction date; and
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o the portion of our net earnings allocated to the Class H common stock
in accordance with our Certificate of Incorporation.
The financial performance of Hughes determines the earnings per share of
Class H common stock and the portion of our earnings out of which dividends on
the Class H common stock may be paid. The earnings per share and the amounts
available for the payment of dividends on the Class H common stock are
calculated using a fraction set forth in our Certificate of Incorporation. This
fraction reflects the portion of Hughes' earnings that is allocated to the
amount available for dividends on the Class H common stock. We sometimes refer
to this fraction as the "Class H fraction." The numerator and denominator of the
Class H fraction are determined as follows:
o The numerator of the Class H fraction is the weighted average number of
shares of Class H common stock that is outstanding during the
applicable period.
o The denominator of the Class H fraction is the number of notional
shares of Class H common stock which, if outstanding, would result in
100% of the earnings of Hughes being allocated to the Class H common
stock. We sometimes refer to the denominator of the Class H fraction as
the "Class H dividend base."
In order to determine what amount is available to pay dividends on the
Class H common stock, the following steps are taken:
o the net income of Hughes is determined for each quarterly accounting
period (without giving effect to any adjustment which would result from
accounting for our acquisition of Hughes Aircraft Company using the
purchase method);
o the net income of Hughes determined for each quarter is divided into
amounts allocated to the Class H common stock and the $1-2/3 par value
common stock (an amount equal to such quarterly net income of Hughes
multiplied by the Class H fraction will be allocated to the Class H
common stock, and the remaining amount of such quarterly net income of
Hughes will be allocated to the $1-2/3 par value common stock); and
o the amount allocated to the Class H common stock, which we sometimes
refer to as the "available separate consolidated net income of Hughes,"
is accumulated from quarter to quarter, together with any surplus
attributable to shares of Class H common stock issued from time to
time, and is reduced by the amount of any dividends actually paid on
the Class H common stock.
If dividends have been declared but not paid on any outstanding shares of
our preferred stock or preference stock, dividends may not be paid on the $1-2/3
par value common stock or Class H common stock until all declared but unpaid
dividends on any outstanding shares of our preferred stock and preference stock
have been paid.
Class H Dividend Base Adjustments. Under our Certificate of Incorporation,
our board of directors may adjust the Class H dividend base from time to time as
our board of directors deems appropriate to reflect the following:
o subdivisions and combinations of the Class H common stock and stock
dividends payable in shares of Class H common stock to holders of Class
H common stock;
o the fair market value of contributions of our cash or property to
Hughes, or of our cash or property to, or for the benefit of, employees
of Hughes in connection with employee benefit plans or arrangements of
General Motors or any of our subsidiaries;
o the number of shares of our capital stock contributed to, or for the
benefit of, employees of Hughes in connection with benefit plans or
arrangements of General Motors or any of our subsidiaries;
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o payments made by Hughes to us of amounts applied to our repurchase of
shares of Class H common stock, to the extent that our board of
directors has approved the repurchase and has declared that such
payments be applied to the repurchase; and
o the number of shares of Class H common stock repurchased by Hughes and
no longer outstanding, to the extent that our board of directors has
approved the repurchase.
Our Board of Directors' Discretion Regarding Payment of Dividends on Our
Common Stock. After the amounts available to pay dividends on the $1-2/3 par
value common stock and Class H common stock are determined as provided above,
our board of directors may decide to pay or not pay dividends on the $1-2/3 par
value common stock and/or the Class H common stock in its sole discretion. This
discretion is subject to the following restrictions:
o The holders of our preferred stock, if any, and our preference stock,
if any, may have a higher priority claim on amounts that would
otherwise be available to pay dividends on our common stock, to the
extent that dividends have been accumulated but not paid on our
preferred or preference stock.
o Under the DGCL, we can only pay dividends to the extent that we have
surplus--the extent by which the fair market value of our net assets
exceeds the amount of our capital--or the extent of our net profits for
the then current and/or the preceding fiscal year.
Due to these restrictions, it is possible that, even though our net income and
the net income of Hughes are sufficient to permit the payment of a dividend on
either class or both classes of our common stock, payment of a dividend would
not be permitted because of the requirements for the payment of dividends on our
preferred or preference stock or the DGCL restriction described above.
Any dividends declared or paid on each class of our common stock from time
to time will reduce the amount available for future payments of dividends on
that class. The amount available for dividends on each class will also depend
upon any adjustments to our capital or surplus due to repurchases or issuances
of shares of that class. In addition, the DGCL permits our board of directors to
adjust for any reason it deems appropriate the amounts of capital and surplus
within certain parameters and therefore the amount available for dividends on
each class. The DGCL also permits our board of directors to adjust the total
amount legally available for the payment of dividends to reflect a fair market
valuation of our assets and liabilities.
Within the constraints mentioned above, our board of directors can
determine, in its sole discretion, the timing of declarations and payments, and
the amounts, of dividends on each class of our common stock. Our board of
directors may, in its sole discretion, declare dividends payable exclusively to
the holders of $1-2/3 par value common stock, exclusively to the holders of
Class H common stock, or to the holders of both classes in equal or unequal
amounts. Our board of directors may make its decision notwithstanding the
respective amounts of surplus available for dividends to each class, the
respective voting and liquidation rights of each class, the amount of prior
dividends declared on each class or any other factor. However, the maximum
amount declared as dividends on either class of our common stock cannot exceed
the amount available for dividends on such class of common stock under our
Certificate of Incorporation or the DGCL. See "--Dividend Policy."
Dividend Policy. Our board of directors has adopted a policy statement
which, among other things, provides that our board of directors' quarterly
dividend policy regarding the Class H common stock is to declare and pay
quarterly dividends on the Class H common stock in an amount that will equal the
product of the aggregate amount of each quarterly dividend we receive from
Hughes as a stockholder of Hughes, if any, multiplied by the fraction used to
determine the available separate consolidated net income of Hughes at the time
the dividend is declared by Hughes. The policy statement expressly provides that
we will pay the quarterly dividend on the Class H common stock as soon as
practicable after receipt of the corresponding dividend payment from Hughes. For
the text of our board of directors policy statement, see "--GM Board of
Directors Policy Statement."
Since the completion of the Hughes restructuring transactions in late
1997, Hughes has not paid dividends on its common stock to us and, accordingly,
we have not paid dividends on the Class H common stock. Further, we currently do
not expect Hughes to pay dividends to us with respect to our stock in Hughes
and, accordingly, our board of directors does not currently expect to pay
dividends on the Class H common stock in the foreseeable future. We currently
expect that the future earnings of Hughes will be retained for the development
of the business of Hughes.
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Voting Rights
Our Certificate of Incorporation entitles holders of $1-2/3 par value
common stock and Class H common stock to a fixed number of votes per share on
all matters submitted to our common stockholders for a vote. Except as described
below, holders of $1-2/3 par value common stock vote together with the holders
of Class H common stock as a single class based on their respective voting
rights described in our Certificate of Incorporation. Our Certificate of
Incorporation entitles each share of $1-2/3 par value common stock to one vote
per share and each share of Class H common stock to 0.2 of a vote per share. The
number of votes for each share of $1-2/3 par value common stock and Class H
common stock is subject to adjustment as described below under "--Subdivision or
Combination."
The $1-2/3 par value common stock votes separately as a class only on any
amendment to our Certificate of Incorporation which adversely affects the
rights, powers or privileges of the $1-2/3 par value common stock, changes the
par value of the $1-2/3 par value common stock or increases or decreases the
authorized number of shares of $1-2/3 par value common stock. The Class H common
stock votes separately as a class only on any amendment to our Certificate of
Incorporation which adversely affects the rights, powers or privileges of the
Class H common stock or changes the par value of the Class H common stock. Any
increase or decrease in the number of authorized shares of Class H common stock
is subject to approval by the holders of a majority of the shares of $1-2/3 par
value common stock and Class H common stock, voting together as a single class
based upon their respective voting rights, and by the holders of a majority of
the Class H common stock, voting separately as a class. Neither holders of
$1-2/3 par value common stock nor holders of Class H common stock vote, either
as a separate class or together, on any adjustment of the Class H dividend base
or any other determination made in the calculation of the available separate
consolidated net income of Hughes.
Liquidation Rights
In the event of the liquidation, dissolution or winding up of our
business, whether voluntary or involuntary, our Certificate of Incorporation
provides that, after the holders of any outstanding shares of our preferred
stock and preference stock receive their full preferential amounts, holders of
$1-2/3 par value common stock and holders of Class H common stock will receive
the assets remaining for distribution to our stockholders on a per share basis
in proportion to their respective per share liquidation units. Subject to
adjustment as described below under "--Subdivision or Combination," each share
of $1-2/3 par value common stock has one liquidation unit and each share of
Class H common stock has liquidation units equal to its number of votes, that
is, 0.20 liquidation units, as described above under "--Voting Rights." Holders
of the Class H common stock have no direct rights upon liquidation in the
equity or assets of Hughes, but rather have rights in all our equity and assets,
which include 100% of the stock of Hughes.
Subdivision or Combination
If we subdivide or combine the outstanding shares of the $1-2/3 par value
common stock or the Class H common stock, we will appropriately adjust the per
share voting and liquidation rights of the Class H common stock relative to the
$1-2/3 par value common stock. In the event that we issue shares of Class H
common stock as a dividend on shares of $-12/3 par value common stock, we will
adjust the liquidation rights of the applicable class of common stock so that
the relative aggregate liquidation rights of each stockholder would not change
as a result of the dividend.
Recapitalization and Certain Other Transactions
Under our Certificate of Incorporation, all outstanding shares of our
Class H common stock may be recapitalized as shares of $1-2/3 par value common
stock at any time after December 31, 2002 in the sole discretion of our board of
directors and by a majority vote of the directors then in office or
automatically, if at any time we, in one transaction or a series of related
transactions, dispose of substantially all of the business of Hughes to a
person, entity or group of which we are not a majority owner. For purposes of
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the recapitalization provisions of our Certificate of Incorporation,
substantially all of the business of Hughes means at least 80% of the business
of Hughes, based on the fair market value of the assets, both tangible and
intangible, of Hughes as of the time that the proposed transaction is approved
by our board of directors. No automatic recapitalization will occur upon a
disposition in connection with our dissolution, liquidation and winding up
pursuant to which our net assets are distributed to our common stockholders.
In the event of any recapitalization, each holder of Class H common stock
would be entitled to receive shares of $1-2/3 par value common stock having a
market value as of the date provided in our Certificate of Incorporation equal
to 120% of the market value of the holder's Class H common stock.
Notwithstanding this provision of our Certificate of Incorporation or the policy
statement adopted by our board of directors, our board of directors may propose
to our common stockholders for their approval one or more transactions on terms
different than those provided by this provision or by our board of directors
policy statement and which would not involve such a recapitalization. See "--GM
Board of Directors Policy Statement."
We would not issue any fractional shares of $1-2/3 par value common stock
in any such recapitalization. Instead of fractional shares, a holder of Class H
common stock would receive cash equal to the product of the fraction of a share
of $1-2/3 par value common stock which the holder would otherwise receive
multiplied by the average market price per share of the $1-2/3 par value common
stock, determined as provided in our Certificate of Incorporation.
Our board of directors policy statement provides, among other things,
that, subject to various exceptions, in the event that Hughes transfers any
material assets to us, our board of directors shall declare and pay a dividend
or make a distribution to holders of Class H common stock. In this event, these
holders would receive a portion of the assets or cash or other assets having an
equivalent fair value that is not less than the fraction used to determine the
available separate consolidated net income of Hughes at the time of the
transfer. Our board of directors policy statement also provides that, subject to
various exceptions, in the event that Hughes transfers any material assets to
our stockholders, the portion of the assets transferred to the holders of Class
H common stock will not be less than the fraction used to determine the
available separate consolidated net income of Hughes at the time of the
transfer.
The exceptions to our board of directors policy statement provisions above
include an exception for any transfer for which Hughes receives fair
compensation. However, our board of directors policy statement provides that we
will not acquire in one transaction or a series of related transactions a
significant portion--that is, more than 33%--of the business of Hughes for
compensation without receiving the consent of the holders of a majority of the
outstanding shares of Class H common stock, voting as a separate class, and
$1-2/3 par value common stock, voting as a separate class.
Potentially Diverging Interests of Our Common Stockholders
The existence of two classes of common stock with separate dividend rights
can give rise to potential divergences among the interests of the holders of the
two classes of our common stock concerning various intercompany transactions and
other matters. The DGCL governs the duties of our board of directors with
respect to these divergences. Under the DGCL, our board of directors owes
fiduciary duties to all holders of our common stock, regardless of class, and
must act with due care and on an informed basis in the best interests of General
Motors and all of our common stockholders, regardless of class. In this regard,
our board of directors, in the discharge of its fiduciary duties, principally
through our capital stock committee, oversees our policies, programs and
practices which may impact the potentially divergent interests of the two
classes of our common stock. Our capital stock committee is comprised entirely
of independent directors of our board of directors.
Our Bylaws currently provide that the capital stock committee of our board
of directors is responsible for reviewing our policies and practices with
respect to matters in which the two classes of our common stockholders may have
divergent interests, particularly as they relate to:
o the business and financial relationships between us or any of our units
and Hughes;
o dividends in respect of, disclosures to stockholders and the public
concerning, and transactions by us or any of our subsidiaries in,
shares of Class H common stock; and
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o any matters arising concerning these items;
all to the extent our capital stock committee may deem appropriate. Our capital
stock committee may also recommend changes in policies, programs and practices
as it may deem appropriate.
Our capital stock committee's principal role is not to make decisions
concerning matters referred to its attention, but rather to oversee the process
by which decisions concerning these matters are made. Our capital stock
committee conducts its oversight with a view toward, among other things,
assuring a process of fair dealing between us and Hughes as well as fair
consideration of the interests of all of our common stockholders in the
resolution of these matters.
GM Board of Directors Policy Statement
In connection with its determination of the terms of the Class H common
stock at the time of the Hughes restructuring transactions in December 1997, our
board of directors adopted a policy statement concerning our dual-class common
stock structure.
This policy statement may be modified, rescinded or interpreted at any
time and from time to time by our board of directors. Also, notwithstanding the
policy statement or the provisions concerning recapitalization of the Class H
common stock into $1-2/3 par value common stock at a 120% exchange rate as
provided under certain circumstances in our Certificate of Incorporation, our
board of directors may propose to our common stockholders for their approval one
or more transactions on terms different than those provided for by such
provisions or by this policy statement which would not involve such a
recapitalization. The policy statement is set forth below in its entirety. Terms
which are defined in our board of directors policy statement do not apply to the
rest of this prospectus.
GM Board Policy Statement Regarding Certain Capital Stock Matters
(A) General Policy. It is the policy of the Board of Directors of General
Motors Corporation (the "GM Board"):
(1) that all material matters as to which the holders of the two
classes of GM common stock may have potentially divergent interests shall
be resolved in a manner which the GM Board determines to be in the best
interests of General Motors Corporation and all of its common stockholders
after giving fair consideration to the potentially divergent interests and
all other relevant interests of the holders of the separate classes of GM
common stock; and
(2) that a process of fair dealing shall govern the relationship
between GM and HEC and the means by which the terms of any material
transaction between them shall be determined.
(B) Additional Matters. In relation to the foregoing policy, it is the
further policy of the GM Board that:
(1) Quarterly Dividends.
(a) In contemplation of the GM Board's duty periodically to consider
an appropriate dividend policy and practice in relation to Class H
Common Stock and its expectation that the Board of Directors of HEC
(the "HEC Board") shall, at least annually, consider and determine a
quarterly dividend policy with respect to the common stock of HEC (100%
of which is held by GM), the GM Board shall, at least annually,
determine a quarterly dividend policy with respect to the Class H
Common Stock.
(b) The quarterly dividend policy of the GM Board with respect to
the Class H Common Stock shall be to declare and pay quarterly
dividends on the Class H Common Stock in an amount equal to the product
of (i) the aggregate amount of each quarterly dividend received by GM
as a stockholder of HEC, if any, multiplied by (ii) the fraction used
to determine the Available Separate Consolidated Net Income of Hughes
(as such term is used in GM's Restated Certificate of Incorporation, as
amended) at the time such dividend was declared by HEC.
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(c) GM's payment of a quarterly dividend on the Class H Common Stock
shall be made as soon as practicable after receipt of the corresponding
dividend payment from HEC.
(2) Principles Governing Dividends and Distributions Other Than
Quarterly Dividends.
(a) Except as provided in paragraph (B)(2)(b) below, in the event
that HEC directly or indirectly makes any transfer of material assets
to GM or to GM's stockholders:
(i) Transfers of HEC Assets to GM. If such transfer of assets by
HEC is to GM, the GM Board shall as soon thereafter as practicable
declare and pay a dividend or make other provision with respect to a
distribution on the Class H Common Stock so that there shall be
distributed to the holders of Class H Common Stock a portion of such
assets transferred to GM that is not less than the fraction used to
determine the Available Separate Consolidated Net Income of Hughes
at the time of such transfer to GM; provided that, if the GM Board
determines that it is not reasonably practicable or not in the best
interests of the holders of Class H Common Stock for GM to
distribute any such assets to the holders of Class H Common Stock,
GM shall distribute to such holders cash or other noncash assets
having an equivalent fair value; and
(ii) Transfers of HEC Assets to GM's Stockholders. If such
transfer of assets by HEC is to GM's stockholders, the portion of
such assets transferred to the holders of Class H Common Stock shall
be not less than the fraction used to determine the Available
Separate Consolidated Net Income of Hughes at the time of such
transfer.
(b) Exceptions to Foregoing Principles. The provisions of paragraph
(B)(2)(a) above shall not apply to any of the following asset
transfers:
(i) any transfer that results in the recapitalization of Class H
Common Stock into $1-2/3 Par Value Common Stock pursuant to the
provisions of paragraph (c) of Division I of Article Fourth of GM's
Restated Certificate of Incorporation, as amended;
(ii) any transfer that is made pursuant to the quarterly dividend
policy described in paragraph (B)(1) above;
(iii) any transfer that is made in the ordinary course of HEC's
business;
(iv) any transfer for which HEC shall have received fair
compensation as determined pursuant to this policy as described in
paragraph (A) above, provided that, where required by paragraph
(B)(3) below, stockholder consent to such transfer shall have been
received; and
(v) any transfer which shall have received the consent of the
holders of a majority of the outstanding shares of Class H Common
Stock, voting as a separate class, and $1-2/3 Par Value Common
Stock, voting as a separate class.
(3) Separate Class Votes of GM's Stockholders as a Condition to GM's
Acquisition of a Significant Portion of HEC Assets. GM shall not acquire
in one transaction or a series of related transactions a significant
portion of the business of HEC for compensation without receiving the
consent of the holders of a majority of the outstanding shares of Class H
common stock, voting as a separate class, and $1-2/3 Par Value Common
Stock, voting as a separate class. For purposes of this paragraph,
"significant portion of the business of HEC" shall mean more than 33% of
the business of HEC, based on the fair market value of the assets, both
tangible and intangible, of HEC as of the time that the proposed
transaction is approved by the GM Board.
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(4) Basis for Commercial Transactions Between GM and HEC. GM and HEC
shall operate on the principle that all material commercial transactions
between them shall be based on commercially reasonable terms.
(C) Meaning of "GM" and "HEC" Within This Policy. For purposes of this
policy, "GM" shall mean General Motors Corporation and its affiliates (other
than HEC), and "HEC" shall mean Hughes Electronics Corporation, including any
person controlled by Hughes Electronics Corporation.
(D) Role of Capital Stock Committee Relating to This Policy. The Capital
Stock Committee of the GM Board shall oversee the implementation of, and shall
have authority to interpret, this policy.
(E) Delegation. In administering this policy, the GM Board may, at its
option, delegate its authority, including to the Capital Stock Committee, and
may delegate to members of management the authority to implement any matter
pursuant to this policy.
(F) Fiduciary Obligations. In making any and all determinations in
connection with this policy, either directly or by appropriate delegation of
authority, the GM Board shall act in its fiduciary capacity and pursuant to
legal guidance concerning its obligations under applicable law.
(G) GM Board May Make Future Proposals to Stockholders for
Recapitalization Transactions Which Would Be on Terms Different from Those in
GM's Current Restated Certificate of Incorporation, as Amended. Consistent with
the terms of both GM's Restated Certificate of Incorporation, as amended, and
Delaware General Corporation Law, the GM Board may, in the future, propose
recapitalization transactions to GM stockholders on terms different from those
provided for under GM's Restated Certificate of Incorporation, as amended. (Such
alternative proposals were utilized by GM's Board of Directors in connection
with the split-off of Electronic Data Systems Corporation in 1996 and the
spin-off of the defense electronics business of HEC in 1997.)
(H) Interpretation, Amendments and Modifications of This Policy. This
policy may at any time and from time to time be modified, rescinded and
interpreted by the GM Board, and the GM Board may adopt additional or other
policies or make exceptions with respect to the application of this policy in
connection with particular facts and circumstances, all as the GM Board may
determine, consistent with its fiduciary duties to General Motors Corporation
and all of its common stockholders, to be in the best interests of General
Motors Corporation and all of its common stockholders, and any such action may
be taken with or without the approval of the stockholders of General Motors
Corporation.
Stock Exchange Listing
Both classes of our common stock are listed on the New York Stock
Exchange, with our $1-2/3 par value common stock listed under the ticker symbol
"GM" and our Class H common stock listed under the ticker symbol "GMH."
Transfer Agent and Registrar
The transfer agent and registrar for our $1-2/3 par value common stock and
Class H common stock is EquiServe Trust Company, N.A., a federally chartered
trust company doing business at 150 Royall Street, Canton, Massachusetts 02021.
Direct Registration System
Both classes of our common stock are registered in book-entry form through
the direct registration system. Under this system, unless a common stockholder
requests a physical stock certificate, ownership of our common stock is
reflected in account statements periodically distributed to common stockholders
by EquiServe, our transfer agent, who holds the book-entry shares on behalf of
our common stockholders. However, any common stockholder who wishes to receive a
physical stock certificate evidencing his or her shares may at any time obtain a
stock certificate at no charge by contacting our transfer agent.
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DESCRIPTION OF PREFERRED STOCK
This prospectus describes certain general terms and provisions of our
preferred stock. When we offer to sell a particular series of preferred stock,
we will describe the specific terms of the securities in a supplement to this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to the particular series
of preferred stock. The preferred stock will be issued under a certificate of
designations relating to each series of preferred stock and is also subject to
our Certificate of Incorporation.
Under our Certificate of Incorporation, our board of directors has the
authority to issue shares of preferred stock from time to time in distinctly
designated series, with each series ranking equally and identical in all
respects except as to the dividend rate and redemption price.
Terms of a Particular Series
The prospectus supplement will describe the terms of any preferred stock
being offered, including:
o the number of shares and designation or title of the shares;
o any liquidation preference per share;
o any date of maturity;
o any redemption, repayment or sinking fund provisions;
o any dividend rate or rates and the dates of payment (or the method for
determining the dividend rates or dates of payment);
o any voting rights;
o if other than the currency of the United States, the currency or
currencies including composite currencies in which the preferred stock
is denominated and/or in which payments will or may be payable;
o whether the preferred stock is convertible or exchangeable and, if so,
the securities or rights into which the preferred stock is convertible
or exchangeable (which could include any securities issued by us or any
third party, including any of our affiliates), and the terms and
conditions of conversion or exchange;
o the place or places where dividends and other payments on the preferred
stock will be payable; and
o any additional voting, dividend, liquidation, redemption and
other rights, preferences, privileges, limitations and restrictions.
All shares of preferred stock offered will be fully paid and
non-assessable.
Dividends
Holders of preferred stock would be entitled to receive quarterly
cumulative dividends when and as declared by the board of directors at the rates
fixed for the respective series in the resolution or certificate of designation
for the respective series. In addition, if any preferred stock were issued, it
would rank senior to our preference stock and both classes of our common stock
with respect to the payment of dividends.
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Voting
If any shares of our preferred stock were issued, holders of such shares
would not be entitled to vote except that they would vote together with the
holders of both classes of our common stock upon the question of disposing of
our assets as an entirety and except as otherwise required by the DGCL.
Liquidation
Any shares of preferred stock that are issued will have priority over the
preference stock and both classes of our common stock with respect to
liquidation rights.
Transfer Agent and Registrar
The transfer agent for each series of preferred stock will be described in
the prospectus supplement.
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DESCRIPTION OF PREFERENCE STOCK
This prospectus describes certain general terms and provisions of our
preference stock. When we offer to sell a particular series of preference stock,
we will describe the specific terms of the securities in a supplement to this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to the particular series
of preference stock. The preference stock will be issued under a certificate of
designations relating to each series of preference stock and is also subject to
our Certificate of Incorporation.
Under our Certificate of Incorporation, our board of directors has the
authority to issue shares of preference stock from time to time in distinctly
designated series up to the maximum number of shares of preference stock
authorized, with the terms of each series fixed by our board in the resolutions
providing for the issuance of such series.
Terms of a Particular Series
The prospectus supplement will describe the terms of any preference stock
being offered, including:
o the number of shares and designation or title of the shares;
o any liquidation preference per share;
o any date of maturity;
o any redemption, repayment or sinking fund provisions;
o any dividend (which may be cumulative or non-cumulative) rate or rates
and the dates of payment (or the method for determining the dividend rates
or dates of payment);
o any voting rights;
o if other than the currency of the United States, the currency or
currencies including composite currencies in which the preferred stock
is denominated and/or in which payments will or may be payable;
o whether the preference stock is convertible or exchangeable and, if so,
the securities into which the preference stock is convertible or
exchangeable (which could include any securities issued by us or any
third party, including any of our affiliates), and the terms and
conditions of conversion or exchange;
o the place or places where dividends and other payments on the preference
stock will be payable; and
o any additional voting, dividend, liquidation, redemption and
other rights, preferences, privileges, limitations and restrictions.
All shares of preference stock offered will be fully paid and
non-assessable.
Dividends
If any preference stock were issued, it would rank junior to our preferred
stock, if any, and senior to both classes of our common stock with respect to
the payment of dividends.
Liquidation
If any preference stock were issued, it would rank junior to our preferred
stock, if any, and senior to both classes of our common stock with respect to
liquidation rights.
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Transfer Agent and Registrar
The transfer agent for each series of preference stock will be described
in the prospectus supplement.
Miscellaneous
Our board of directors has the authority to create and issue a series of
preference stock with rights, privileges or restrictions which effectively
discriminates against an existing or prospective holder of preference stock as a
result of the holder beneficially owning or commencing a tender offer for a
substantial amount of common stock. One of the effects of authorized but
unissued and unreserved shares of capital stock may be to make it more difficult
or discourage an attempt by a potential acquirer to obtain control of us by
means of a merger, tender offer, proxy contest or otherwise. This protects the
continuity of our management. The issuance of these shares of capital stock may
defer or prevent a change in control in us without any further stockholder
action.
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DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of the debt
securities. The debt securities will constitute either senior or subordinated
debt. We will issue debt securities that will be senior debt under the senior
debt indenture dated December 7, 1995 between us and Citibank, N.A., as senior
debt trustee, as supplemented. We will issue debt securities that will be
subordinated debt under the subordinated debt indenture dated as of December 20,
2001 between us and Citibank, N.A, as subordinated debt trustee. This prospectus
refers to the senior debt indenture and the subordinated debt indenture
individually as the "indenture" and collectively as the "indentures." This
prospectus refers to the senior debt trustee and the subordinated debt trustee
individually as the trustee and collectively as the trustees. When we offer to
sell a particular series of debt securities, we will describe the specific terms
of the securities in a supplement to this prospectus. The prospectus supplement
will also indicate whether the general terms and provisions described in this
prospectus apply to a particular series of debt securities.
We have summarized certain terms and provisions of the indentures. The
summaries are not complete and are subject to the terms of the senior debt
indenture and the subordinated debt indenture, respectively, which are
incorporated herein by reference. You should read the indentures for the
provisions which may be important to you. The indentures are subject to and
governed by the Trust Indenture Act of 1939, as amended. The indentures are
substantially identical, except for the provisions relating to subordination and
covenants. See "--Subordinated Debt" and "--Certain Covenants."
Neither indenture limits the amount of debt securities which we may issue.
We may issue debt securities up to an aggregate principal amount as we may
authorize from time to time.
Terms of a Particular Offering
The prospectus supplement will describe the terms of any debt securities
being offered, including:
o classification as senior or subordinated debt securities;
o the designation of the debt securities;
o the aggregate principal amount of the debt securities;
o the percentage of their principal amount at which the debt securities will
be issued;
o if the debt securities are subordinated, the aggregate amount of
outstanding indebtedness, as of a recent date, that is senior to the
subordinated securities, and any limitation on the issuance of
additional senior indebtedness;
o the date or dates on which the debt securities will mature;
o the rate or rates per annum, if any, at which the debt securities will
bear interest;
o the times at which the interest will be payable;
o whether the debt securities are convertible or exchangeable and, if so,
the securities or rights into which the debt securities are convertible
or exchangeable (which could include any securities issued by us or any
third party, including any of our affiliates), and the terms and
conditions of conversion or exchange;
o the date after which the debt securities may be redeemed and the
redemption price or any prepayment or sinking fund provisions;
o if other than denominations of $1,000 or multiples of $1,000, the
denominations the debt securities will be issued in;
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o the currency or currencies in which the debt securities are issuable or
payable;
o the exchanges on which the debt securities may be listed;
o whether the debt securities shall be issued in book-entry form; and
o any other specific terms, including any additional events of default or
covenants.
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable, at the principal corporate trust office of the trustees, which
at the date hereof is 111 Wall Street, New York, New York 10005, Attention:
Citibank Agency & Trust, provided that payment of interest may be made at our
option by check mailed to the address of the person entitled thereto.
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in a prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at our option if so specified in a prospectus supplement, in any
other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated
in a currency other than United States dollars, the prospectus supplement will
also specify the denomination in which such debt securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
the debt securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. We will comply with all issuer tender offer rules
and regulations under the Exchange Act, including Rule 14e-1, if such redemption
option is elected. We will make any required filings with the SEC and furnish
certain information to the holders of the debt securities.
Senior Debt
We will issue under the senior debt indenture the debt securities that
will constitute part of our senior debt. These senior debt securities will rank
equally and pari passu with all of our other unsecured and unsubordinated debt
(other than obligations preferred by mandatory provisions of law).
Subordinated Debt
We will issue under the subordinated debt indenture the debt securities
that will constitute part of our subordinated debt. These subordinated debt
securities will be subordinate and junior in right of payment, to the extent and
in the manner set forth in the subordinated debt indenture, to all of our
"senior indebtedness." The subordinated debt indenture defines "senior
indebtedness" as obligations of, or guaranteed or assumed by, us for borrowed
money or leased property in capitalized lease or sale and leaseback
transactions, or evidenced by bonds, debentures, notes or other similar
instruments, and amendments, renewals, extensions, modifications and refundings
of any such indebtedness or obligation. "Senior indebtedness" does not include
nonrecourse obligations, the subordinated debt securities or any other
obligations specifically designated as being subordinate in right of payment to
senior indebtedness. See the subordinated debt indenture, section 13.
In general, the holders of all senior indebtedness are first entitled to
receive payment of the full amount unpaid on senior indebtedness before the
holders of any of the subordinated debt securities or coupons are entitled to
receive a payment on account of the principal or interest on the indebtedness
evidenced by the subordinated debt securities in certain events. These events
include:
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o any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings which concern
us or a substantial part of our property;
o a default having occurred for the payment of principal, premium, if any,
or interest on or other monetary amounts due and payable on any senior
indebtedness or any other default having occurred concerning any senior
indebtedness, which permits the holder or holders of any senior
indebtedness to accelerate the maturity of any senior indebtedness with
notice or lapse of time, or both. Such an event of default must have
continued beyond the period of grace, if any, provided for such event of
default, and such an event of default shall not have been cured or waived
or shall not have ceased to exist;
o the principal of, and accrued interest on, any series of the
subordinated debt securities having been declared due and payable upon
an event of default pursuant to section 6 of the subordinated debt
indenture; this declaration must not have been rescinded and annulled
as provided in the subordinated debt indenture; or
o any different or additional events described in a prospectus supplement.
If this prospectus is being delivered in connection with a series of
subordinated debt securities, the accompanying prospectus supplement or the
information incorporated in this prospectus by reference will set forth the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter.
If the trustee under the subordinated debt indenture or any holders of the
subordinated debt securities receive any payment or distribution that is
prohibited under the subordination provisions, then the trustee or the holders
will have to repay that money to the holders of the senior indebtedness.
Even if the subordination provisions prevent us from making any payment
when due on the subordinated debt securities of any series, we will be in
default on our obligations under that series if we do not make the payment when
due. This means that the trustee under the subordinated debt indenture and the
holders of debt securities of that series can take action against us, but they
will not receive any money until the claims of the holders of senior
indebtedness have been fully satisfied.
Certain Covenants
Definitions Applicable to Covenants Under Our Senior Debt Indenture. The
following definitions shall be applicable to the senior debt covenants specified
below:
(i) "Attributable Debt" means, at the time of determination as to any
lease, the present value (discounted at the actual rate, if stated, or, if no
rate is stated, the implicit rate of interest of such lease transaction as
determined by our chairman, president or any vice chairman, any vice president,
our treasurer or any assistant treasurer), calculated using the interval of
scheduled rental payments under such lease, of the obligation of the lessee for
net rental payments during the remaining term of such lease (excluding any
subsequent renewal or other extension options held by the lessee). The term "net
rental payments" means, with respect to any lease for any period, the sum of the
rental and other payments required to be paid in such period by the lessee
thereunder, but not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates, indemnities
or similar charges required to be paid by such lessee thereunder or any amounts
required to be paid by such lessee thereunder contingent upon the amount of
sales, earnings or profits or of maintenance and repairs, insurance, taxes,
assessments, water rates, indemnities or similar charges; provided, however,
that, in the case of any lease which is terminable by the lessee upon the
payment of a penalty in an amount which is less than the total discounted net
rental payments required to be paid from the later of the first date upon which
such lease may be so terminated and the date of the determination of net rental
payments, "net rental payments" shall include the then-current amount of such
penalty from the later of such two dates, and shall exclude the rental payments
relating to the remaining period of the lease commencing with the later of such
two dates.
(ii) "Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
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(iii) "Manufacturing Subsidiary" means any Subsidiary (A) substantially
all the property of which is located within the continental United States of
America, (B) which owns a Principal Domestic Manufacturing Property and (C) in
which our investment, direct or indirect and whether in the form of equity,
debt, advances or otherwise, is in excess of $2,500,000,000 as shown on our
books as of the end of the fiscal year immediately preceding the date of
determination; provided, however, that "Manufacturing Subsidiary" shall not
include Hughes Electronics Corporation and its Subsidiaries, General Motors
Acceptance Corporation and its Subsidiaries (or any corporate successor of any
of them) or any other Subsidiary which is principally engaged in leasing or in
financing installment receivables or otherwise providing financial or insurance
services to us or others or which is principally engaged in financing our
operations outside the continental United States of America.
(iv) "Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.
(v) "Principal Domestic Manufacturing Property" means any manufacturing
plant or facility owned by us or any Manufacturing Subsidiary which is located
within the continental United States of America and, in the opinion of our Board
of Directors, is of material importance to the total business conducted by us
and our consolidated affiliates as an entity.
(vi) "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power to elect
a majority of the board of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by us, or by one or more Subsidiaries, or
by us and one or more Subsidiaries.
Limitation on Liens. For the benefit of the senior debt securities, we
will not, nor will we permit any Manufacturing Subsidiary to, issue or assume
any Debt secured by a Mortgage upon any Principal Domestic Manufacturing
Property of ours or any Manufacturing Subsidiary or upon any shares of stock or
indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic
Manufacturing Property, shares of stock or indebtedness are now owned or
hereafter acquired) without in any such case effectively providing concurrently
with the issuance or assumption of any such Debt that the senior debt securities
(together with, if we shall so determine, any other indebtedness of us or such
Manufacturing Subsidiary ranking equally with the senior debt securities and
then existing or thereafter created) shall be secured equally and ratably with
such Debt, unless the aggregate amount of Debt issued or assumed and so secured
by Mortgages, together with all other Debt of ours and our Manufacturing
Subsidiaries which (if originally issued or assumed at such time) would
otherwise be subject to the foregoing restrictions, but not including Debt
permitted to be secured under clauses (i) through (vi) of the immediately
following paragraph, does not at the time exceed 20% of the stockholders equity
of us and our consolidated subsidiaries, as determined in accordance with
accounting principles generally accepted in the U.S. and shown on the audited
consolidated balance sheet contained in the latest published annual report to
our stockholders.
The above restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Manufacturing
Subsidiary;
(ii) Mortgages on property existing at the time of acquisition of such
property by us or a Manufacturing Subsidiary, or Mortgages to secure the payment
of all or any part of the purchase price of such property upon the acquisition
of such property by us or a Manufacturing Subsidiary or to secure any Debt
incurred prior to, at the time of, or within 180 days after, the later of the
date of acquisition of such property and the date such property is placed in
service, for the purpose of financing all or any part of the purchase price
thereof, or Mortgages to secure any Debt incurred for the purpose of financing
the cost to us or a Manufacturing Subsidiary of improvements to such acquired
property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to us or
to another Subsidiary;
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(iv) Mortgages on property of a corporation existing at the time such
corporation is merged or consolidated with us or a Manufacturing Subsidiary or
at the time of a sale, lease or other disposition of the properties of a
corporation as an entirety or substantially as an entirety to us or a
Manufacturing Subsidiary;
(v) Mortgages on property of ours or a Manufacturing Subsidiary in favor
of the United States of America or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States of America or
any State thereof, or in favor of any other country, or any political
subdivision thereof, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
construction of the property subject to such Mortgages; or
(vi) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Mortgage referred to in the
foregoing clauses (i) to (v); provided, however, that the principal amount of
Debt secured thereby shall not exceed by more than 115% the principal amount of
Debt so secured at the time of such extension, renewal or replacement and that
such extension, renewal or replacement shall be limited to all or a part of the
property which secured the Mortgage so extended, renewed or replaced (plus
improvements on such property).
The subordinated debt indenture does not include any limitation on our
ability to incur these types of liens.
Limitation on Sales and Lease-Backs. For the benefit of the senior debt
securities, we will not, nor will we permit any Manufacturing Subsidiary to,
enter into any arrangement with any person providing for the leasing by us or
any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property
owned by us or any Manufacturing Subsidiary on the date that the senior debt
securities are originally issued (except for temporary leases for a term of not
more than five years and except for leases between us and a Manufacturing
Subsidiary or between Manufacturing Subsidiaries), which property has been or is
to be sold or transferred by us or such Manufacturing Subsidiary to such person,
unless either:
(i) we or such Manufacturing Subsidiary would be entitled, pursuant to the
provisions of the covenant on limitation on liens described above, to issue,
assume, extend, renew or replace Debt secured by a Mortgage upon such property
equal in amount to the Attributable Debt in respect of such arrangement without
equally and ratably securing the senior debt securities; provided, however, that
from and after the date on which such arrangement becomes effective the
Attributable Debt in respect of such arrangement shall be deemed for all
purposes under the covenant on limitation on liens described above and this
covenant on limitation on sale and lease-back to be Debt subject to the
provisions of the covenant on limitation on liens described above (which
provisions include the exceptions set forth in clauses (i) through (vi) of such
covenant); or
(ii) we shall apply an amount in cash equal to the Attributable Debt in
respect of such arrangement to the retirement (other than any mandatory
retirement or by way of payment at maturity), within 180 days of the effective
date of any such arrangement, of Debt of ours or any Manufacturing Subsidiary
(other than Debt owned by us or any Manufacturing Subsidiary) which by its terms
matures at or is extendible or renewable at the option of the obligor to a date
more than twelve months after the date of the creation of such Debt.
The subordinated debt indenture does not include any limitations on sales
and lease-backs.
Defeasance
If the terms of a particular series of debt securities so provide, we may,
at our option, (a) discharge its indebtedness and its obligations under the
applicable indenture with respect to such series or (b) not comply with certain
covenants contained in the applicable indenture with respect to such series, in
each case by depositing funds or obligations issued or guaranteed by the United
States of America with the trustee sufficient to pay and discharge the entire
indebtedness of all outstanding debt securities of such series. Such defeasance
is subject to other conditions including receipt of a tax opinion to the effect
that the holders of the debt securities will not recognize income, gain or loss
for United States Federal income tax purposes as a result of such defeasance and
will be subject to United States Federal income tax on the same amounts and in
the same manner and at the same times, as would have been the case if such
defeasance had not occurred.
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Consolidation, Merger or Sale of Assets
The indentures provide that we will not merge or consolidate with another
corporation or sell or convey all or substantially all of our assets unless
either we are the continuing corporation or the new corporation shall expressly
assume the interest and principal due under the debt securities. In either case,
the indentures provide that neither we nor a successor corporation may be in
default of performance immediately after a merger or consolidation.
Additionally, the indentures provide that in the case of any such merger or
consolidation, either we or the successor company may continue to issue
securities under the indentures.
Modification of the Indenture
The indentures contain provisions permitting us and the applicable trustee
to modify or amend such indenture or any supplemental indenture or the rights of
the holders of the debt securities issued thereunder, with the consent of the
holders of not less than a majority in aggregate principal amount of the debt
securities of all series at the time outstanding under either such indenture
which are affected by such modification or amendment, voting as one class,
provided that no such modification shall:
o change the fixed maturity of any debt securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate or
extend the time of payment of interest thereon, or reduce the amount
due and payable upon acceleration of the maturity thereof or the amount
provable in bankruptcy, or make the principal of, or premium, if any,
or interest, on any debt securities payable in any currency provided in
such debt securities, without the consent of the holder of each debt
security so affected; or
o in the case of debt securities that are convertible, change in any
manner adverse to the holders, the amounts payable upon the redemption
of the debt securities, the date, if any, on which the holders have the
right to require us to repurchase the debt securities, or the
transactions or events upon which the holders have the right to require
us to repurchase the debt securities or the amounts payable upon the
repurchase, or the circumstances under which the holders have the right
to convert the debt securities or the amounts receivable upon
conversion thereof; or
o reduce the aforesaid percentage of debt securities, the consent of the
holders of which is required for any such modification, without the
consent of the holders of all debt securities then outstanding under
the indentures.
Events of Default
An event of default with respect to any series of debt securities issued
subject to the indentures is defined in the indentures as being:
o default in payment of any principal or premium, if any, on such series;
o default for 30 days in payment of any interest on such series;
o default for 90 days after notice in performance of any other
covenant in the indentures; or
o certain events of bankruptcy, insolvency or reorganization.
If the terms of any series of subordinated debt provide for additional
events of default, they will be described in a prospectus supplement.
No event of default with respect to a particular series of debt securities
issued under the indentures necessarily constitutes an event of default with
respect to any other series of debt securities issued thereunder. In case an
Event of Default as set out in the first, second and third items listed above
shall occur and be continuing with respect to any series, the trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal, or, in the case of
discounted debt securities, the amount specified in the terms thereof, of such
series to be due and payable. In case an Event of Default as set out in the
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fourth item listed above shall occur and be continuing, the trustee or the
holders of not less than 25% in aggregate principal amount of all the debt
securities then outstanding under the applicable indenture, voting as one class,
may declare the principal, or, in the case of discounted debt securities, the
amount specified in the terms thereof, of all outstanding debt securities to be
due and payable. Any Event of Default with respect to a particular series of
debt securities may be waived by the holders of a majority in aggregate
principal amount of the outstanding debt securities of such series, or of all
the outstanding debt securities, as the case may be, except in a case of failure
to pay principal or premium, if any, or interest on such debt security for which
payment had not been subsequently made. We are required to file with each
trustee annually an Officers' Certificate as to the absence of certain defaults
under the terms of the applicable indenture. The indentures provides that the
trustees may withhold notice to the securityholders of any default, except in
payment of principal, premium, if any, or interest, if it considers it in the
interest of the securityholders to do so.
Subject to the provisions of the indentures relating to the duties of the
trustees in case an Event of Default shall occur and be continuing, the trustees
shall be under no obligation to exercise any of their respective rights or
powers under the indentures at the request, order or direction of any of the
securityholders, unless such securityholders shall have offered to the trustees
reasonable indemnity or security.
Subject to such provisions for the indemnification of the trustees and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
class, at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustees,
or exercising any trust or power conferred on the trustees.
Concerning our Relationships with the Trustees
Citibank, N.A. is the trustee under both the senior debt indenture and the
subordinated debt indenture. It is also the trustee under an indenture for
General Motors Nova Scotia Finance Company, for which we are the guarantor, as
well as under various other indentures covering our outstanding notes and
debentures. Citibank, N.A. and its affiliates act as depositary for funds of,
make loans to, act as trustee and perform certain other services for, certain of
our affiliates and us in the normal course of its business. As trustee of
various trusts, it has purchased our securities and those of certain of our
affiliates.
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DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
o debt securities or equity securities issued by us or securities of
third parties (including any of our affiliates), a basket of such
securities, an index or indices of such securities or any combination
of the above as specified in the applicable prospectus supplement;
o currencies; or
o commodities.
We may issue purchase contracts obligating holders to purchase from us,
and obligating us to sell to holders, a specified or varying number of
securities, currencies or commodities at a purchase price, which may be based on
a formula, at a future date. Alternatively, we may issue purchase contracts
obligating us to purchase from holders, and obligating holders to sell to us, a
specified or varying number of securities, currencies or commodities at a
purchase price, which may be based on a formula, at a future date. We may
satisfy our obligations, if any, with respect to any purchase contract by
delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
specify the methods by which the holders may purchase or sell such securities,
currencies or commodities and any acceleration, cancellation or termination
provisions or other provisions relating to the settlement of a purchase
contract. The purchase contracts may be entered into separately or as a part of
units.
The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, and these payments may be unsecured or prefunded
and may be paid on a current or deferred basis. The purchase contracts may
require holders thereof to secure their obligations under the contracts in a
specified manner to be described in the applicable prospectus supplement.
Alternatively, purchase contracts may require holders to satisfy their
obligations thereunder when the purchase contracts are issued.
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DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional shares of preferred stock
or preference stock, rather than full shares of preferred stock or preference
stock. If we exercise this option, we will issue receipts for depositary shares,
and each of these depositary shares will represent a fraction (to be set forth
in a prospectus supplement) of a share of a particular series of preferred stock
or preference stock.
The shares of any series of preferred stock or preference stock underlying
the depositary shares will be deposited under a deposit agreement between us and
a bank or trust company selected by us. The depositary will have its principal
office in the United States and a combined capital and surplus of at least
$50,000,000. Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fraction of a
share of preferred stock or preference stock underlying the depositary share, to
all the rights and preferences of the preferred stock or preference stock
underlying that depositary share. Those rights may include dividend, voting,
redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued
under a deposit agreement. Depositary receipts will be distributed to those
persons purchasing the fractional shares of preferred stock or preference stock
underlying the depositary shares in accordance with the terms of the offering.
The following description of the material terms of the deposit agreement, the
depositary shares and the depositary receipts is only a summary and you should
refer to the forms of the deposit agreement and depositary receipts, forms of
which have been filed as exhibits to the registration statement.
Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts but not in
definitive form. These temporary depositary receipts entitle their holders to
all the rights of definitive depositary receipts. Temporary depositary receipts
will then be exchangeable for definitive depositary receipts at our expense.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received with respect to the underlying stock to the record
holders of depositary shares in proportion to the number of depositary shares
owned by those holders.
If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Withdrawal of Underlying Preferred Stock or Preference Stock
Unless we say otherwise in a prospectus supplement, holders may surrender
depositary receipts at the principal office of the depositary and, upon payment
of any unpaid amount due to the depositary, be entitled to receive the number of
whole shares of underlying preferred stock or preference stock and all money and
other property represented by the related depositary shares. We will not issue
any partial shares of preferred stock or preference stock. If the holder
delivers depositary receipts evidencing a number of depositary shares that
represent more than a whole number of shares of preferred stock or preference
stock, the depositary will issue a new depositary receipt evidencing the excess
number of depositary shares to that holder.
Redemption of Depositary Shares
If a series of preferred stock or preference stock represented by
depositary shares is subject to redemption, the depositary shares will be
redeemed from the proceeds received by the depositary resulting from the
redemption, in whole or in part, of that series of underlying stock held by the
depositary. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of underlying stock. Whenever we redeem shares of underlying stock
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that are held by the depositary, the depositary will redeem, as of the same
redemption date, the number of depositary shares representing the shares of
underlying stock so redeemed. If fewer than all the depositary shares are to be
redeemed, the depositary shares to be redeemed will be selected by lot or
proportionately, as may be determined by the depositary.
Voting
Upon receipt of notice of any meeting at which the holders of the
underlying stock are entitled to vote, the depositary will mail the information
contained in the notice to the record holders of the depositary shares
underlying the preferred stock or preference stock. Each record holder of the
depositary shares on the record date (which will be the same date as the record
date for the underlying stock) will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of the underlying
stock represented by that holder's depositary shares. The depositary will then
try, as far as practicable, to vote the number of shares of preferred stock or
preference stock underlying those depositary shares in accordance with those
instructions, and we will agree to take all actions which may be deemed
necessary by the depositary to enable the depositary to do so. The depositary
will not vote the underlying shares to the extent it does not receive specific
instructions from the holders of depositary shares underlying the preferred
stock or preference stock.
Conversion of Preferred Stock or Preference Stock
If the prospectus supplement relating to the depositary shares says that
the deposited preferred stock or preference stock is convertible into or
exchangeable for either class of our common stock or shares of another series of
our or our affiliates' preferred stock or preference stock, the following will
apply. The depositary shares, as such, will not be convertible into or
exchangeable for any of our securities. Rather, any holder of the depositary
shares may surrender the related depositary receipts to the depositary with
written instructions directing the conversion or exchange of the preferred stock
or preference stock represented by the depositary shares into or for whole
shares of the applicable class of our common stock or shares of another series
of our or our affiliates' preferred stock or preference stock. Upon receipt of
those instructions and any amounts payable by the holder in connection with the
conversion or exchange, we will cause the conversion or exchange using the same
procedures as those provided for conversion or exchange of the deposited
preferred stock or preference stock. If only some of the depositary shares are
to be converted or exchanged, a new depositary receipt or receipts will be
issued for any depositary shares not to be converted or exchanged.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless the amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The deposit agreement may be
terminated by us or by the depositary only if (a) all outstanding depositary
shares have been redeemed or converted or exchanged for any other securities
into which the underlying preferred stock or preference stock is convertible or
exchangeable or (b) there has been a final distribution of the underlying stock
in connection with our liquidation, dissolution or winding up and the underlying
stock has been distributed to the holders of depositary receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
underlying stock and any redemption of the underlying stock. Holders of
depositary receipts will pay other transfer and other taxes and governmental
charges and those other charges, including a fee for any permitted withdrawal of
shares of underlying stock upon surrender of depositary receipts, as are
expressly provided in the deposit agreement to be for their accounts.
Reports
The depositary will forward to holders of depositary receipts all reports
and communications from us that we deliver to the depositary and that we are
required to furnish to the holders of the underlying stock.
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Limitation on Liability
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither we nor the depositary will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or underlying stock unless satisfactory indemnity is
furnished. We and the depositary may rely upon written advice of counsel or
accountants, or upon information provided by persons presenting underlying stock
for deposit, holders of depositary receipts or other persons believed to be
competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us of its
election to resign. We may remove the depositary at any time. Any resignation or
removal will take effect upon the appointment of a successor depositary and its
acceptance of the appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, equity
securities or securities of third parties (including any of our affiliates) or
other rights to receive payment in cash or securities based on the value, rate
or price of one or more specified commodities, currencies, securities or
indices, or any combination of the foregoing. We may offer warrants separately
or together with any other securities in the form of units, as described in the
applicable prospectus supplement. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent.
The terms of any warrants to be issued and a description of the material
provisions of the applicable warrant agreement will be set forth in a prospectus
supplement.
Warrants
The prospectus supplement will describe the terms of any warrants being
offered, including:
o the title and the aggregate number of warrants;
o the price or prices at which the warrants will be issued;
o the currency or currencies in which the price of the warrants will be
payable;
o the securities or other rights, including rights to receive payment in
cash or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any
combination of the foregoing, purchasable upon exercise of the
warrants;
o the price at which, and the currency or currencies in which, the
securities or other rights purchasable upon exercise of such warrants
may be purchased;
o the periods during which, and places at which, the warrants are
exercisable;
o the date or dates on which the warrants will expire;
o the terms of any mandatory or optional call provisions;
o the price or prices, if any, at which the warrants may be redeemed at
the option of the holder or will be redeemed upon expiration;
o whether the warrants will be sold separately or with other securities
as part of a unit;
o if applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each such
security;
o if applicable, the date on and after which the warrants and the related
securities will be separately transferable;
o any provisions for the adjustment of the number or amount of securities
receivable upon exercise of warrants;
o the identity of the warrant agent;
o the exchanges, if any, on which the warrants may be listed;
o the maximum or minimum number of warrants which may be exercised at any
time;
o whether the warrants shall be issued in book-entry form; and
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o any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.
We will issue warrants under one or more warrant agreements to be entered
into between us and a bank or trust company, as warrant agent, in one or more
series, which will be described in a prospectus supplement for the warrants. The
following summaries of significant provisions of the warrant agreements are not
intended to be comprehensive and you should review the detailed provisions of
the relevant warrant agreement filed with the SEC or to be filed with the SEC in
connection with the offering of specific warrants for a full description and for
other information regarding the warrants.
Significant Provisions of the Warrant Agreements
The following terms and conditions of the warrant agreement will apply to
each warrant, unless otherwise specified in the applicable prospectus
supplement:
Modifications without Consent of Warrant Holders. We and the warrant agent
may amend the terms of the warrants and the warrant certificates without the
consent of the holders to:
o cure any ambiguity;
o cure, correct or supplement any defective or inconsistent provision;
o amend the terms in any other manner which we may deem necessary or
desirable and which will not adversely affect the interests of the
affected holders in any material respect; or
o reduce the exercise price of the warrants.
Modifications with Consent of Warrant Holders. We and the warrant agent,
with the consent of the holders of not less than a majority in number of the
then outstanding unexercised warrants affected, may modify or amend the warrant
agreements. However, we and the warrant agent may not make any of the following
modifications or amendments without the consent of each affected warrant holder:
o change the exercise price of the warrants;
o reduce the amount or number receivable upon exercise, cancellation or
expiration of the warrants other than in accordance with the
antidilution provisions or other similar adjustment provisions included
in the terms of the warrants;
o shorten the period of time during which the warrants may be exercised;
o materially and adversely affect the rights of the owners of the warrants;
or
o reduce the percentage of outstanding warrants the consent of whose
owners is required for the modification of the applicable warrant
agreement.
Consolidation, Merger or Sale of Assets. If at any time we merge or
consolidate or transfer substantially all of our assets, the successor
corporation will succeed to and assume all of our obligations under each warrant
agreement and the warrant certificates. We will then be relieved of any further
obligation under the warrant agreements and the warrants issued thereunder. See
"Description of Debt Securities--Certain Covenants" and "Description of Debt
Securities--Consolidation, Merger or Sale of Assets."
Enforceability of Rights of Warrant Holders. The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrant certificates or beneficial owners of warrants. Any holder of warrant
certificates and any beneficial owner of warrants may, without the consent of
any other person, enforce by appropriate legal action, on its own behalf, its
right to exercise the warrants evidenced by the warrant certificates in the
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manner provided for in that series of warrants or pursuant to the applicable
warrant agreement. No holder of any warrant certificate or beneficial owner of
any warrants will be entitled to any of the rights of a holder of the debt
securities or any other securities, including $1-2/3 par value common stock,
Class H common stock, preference stock or preferred stock, or any other warrant
property purchasable upon exercise of the warrants, including, without
limitation, the right to receive dividends, if any, or interest on any
securities, the right to receive payments on debt securities or any other
warrant property or to enforce any of the covenants or rights in the relevant
indenture or any other similar agreement.
Registration and Transfer of Warrants. Subject to the terms of the
applicable warrant agreement, warrants in registered, definitive form may be
presented for exchange and for registration of transfer, at the corporate trust
office of the warrant agent for that series of warrants, or at any other office
indicated in the prospectus supplement relating to that series of warrants,
without service charge. However, the holder will be required to pay any taxes
and other governmental charges as described in the warrant agreement. The
transfer or exchange will be effected only if the warrant agent for the series
of warrants is satisfied with the documents of title and identity of the person
making the request.
New York Law to Govern. The warrants and each warrant agreement will be
governed by, and construed in accordance with, the laws of the State of New
York.
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DESCRIPTION OF UNITS
We may issue units consisting of one or more debt securities or other
securities, including $1-2/3 par value common stock, Class H common stock,
preference stock, preferred stock, purchase contracts, depositary shares,
warrants or any combination thereof, as described in a prospectus supplement.
The applicable prospectus supplement will describe:
o the designation and the terms of the units and of the debt securities,
preferred stock, preference stock, $1-2/3 par value common stock, Class
H common stock, purchase contracts, depositary shares and warrants
constituting the units, including whether and under what circumstances
the securities comprising the units may be traded separately;
o any additional terms of the governing unit agreement;
o any additional provisions for the issuance, payment, settlement,
transfer or exchange of the units or of the debt securities, preferred
stock, preference stock, $1-2/3 par value common stock, Class H common
stock, purchase contracts, depositary shares or warrants constituting
the units; and
o any applicable United States federal income tax consequences.
The terms and conditions described under "Description of Debt Securities,"
"Description of Preferred Stock," "Description of Preference Stock,"
"Description of $1-2/3 Par Value Common Stock and Class H Common Stock,"
"Description of Purchase Contracts," "Description of Depositary Shares,"
"Description of Warrants" and those described below under "--Significant
Provisions of the Unit Agreement" will apply to each unit and to any debt
security, preferred stock, preference stock, $1-2/3 par value common stock,
Class H common stock, purchase contract, depositary share or warrant included
in each unit, respectively, unless otherwise specified in the applicable
prospectus supplement.
We will issue the units under one or more unit agreements, each referred
to as a unit agreement, to be entered into between us and a bank or trust
company, as unit agent. We may issue units in one or more series, which will be
described in a prospectus supplement. The following descriptions of material
provisions and terms of the unit agreement and units are not complete, and you
should review the detailed provisions of the unit agreement to be filed with the
SEC in connection with the offering of specific units for a full description,
including the definition of some of the terms used in this prospectus and for
other information regarding the units.
Significant Provisions of the Unit Agreement
The following terms and conditions of the unit agreement will apply to
each unit and to any debt security, preferred stock, preference stock, $1-2/3
par value common stock, Class H common stock, purchase contract, depositary
share or warrant included in each unit, respectively, unless otherwise specified
in the applicable prospectus supplement:
Obligations of Unit Holder. Under the terms of the unit agreement, each
owner of a unit consents to and agrees to be bound by the terms of the unit
agreement.
Assumption of Obligations by Transferee. Upon the registration of transfer
of a unit, the transferee will assume the obligations, if any, of the transferor
under any security constituting that unit, and the transferor will be released
from those obligations. Under the unit agreement, we consent to the transfer of
these obligations to the transferee, to the assumption of these obligations by
the transferee and to the release of the transferor, if the transfer is made in
accordance with the provisions of the unit agreement.
Remedies. Upon the acceleration of the debt securities constituting any
units, our obligations may also be accelerated upon the request of the owners of
not less than 25% of the affected purchase contracts, on behalf of all the
owners.
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Limitation on Actions by You as an Individual Holder. No owner of any unit
will have any right under the unit agreement to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise regarding the unit
agreement, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official, unless the owner will have given written notice to
the unit agent and to us of the occurrence and continuance of a default
thereunder and in the case of an event of default under the debt securities or
the relevant indenture, unless the procedures, including notice to us and the
trustee, described in the applicable indenture have been complied with.
If these conditions have been satisfied, any owner of an affected unit may
then, but only then, institute an action or proceeding.
Absence of Protections against All Potential Actions. There are no
covenants or other provisions in the unit agreement providing for a put right or
increased interest or otherwise that would afford holders of units additional
protection in the event of a recapitalization transaction, a change of control
or a highly leveraged transaction.
Modification without Consent of Holders. We and the unit agent may amend
the unit agreement without the consent of the holders to:
o cure any ambiguity;
o correct or supplement any defective or inconsistent provision; or
o amend the terms in any other manner which we may deem necessary or
desirable and which will not adversely affect the interests of the
affected holders in any material respect.
Modification with Consent of Holders. We and the unit agent, with the
consent of the holders of not less than a majority of all series of outstanding
units affected, voting as one class, may modify the rights of the holders of the
units of each series so affected. However, we and the unit agent may not make
any of the following modifications without the consent of the holder of each
outstanding unit affected by the modification:
o materially adversely affect the holders' units or the terms of the unit
agreement (other than terms related to the three clauses described
above under "--Modification without Consent of Holders"); or
o reduce the percentage of outstanding units the consent of whose owners
is required for the modification of the provisions of the unit
agreement (other than terms related to the three clauses described
above under "--Modification without Consent of Holders").
Modifications of any debt securities included in units may only be made in
accordance with the applicable indenture, as described under "Description of
Debt Securities--Modification and Waiver."
Consolidation, Merger or Sale of Assets. The unit agreement provides that
we will not consolidate or combine with or merge with or into or, directly or
indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or
substantially all of our properties and assets to any person or persons in a
single transaction or through a series of transactions, unless:
o we shall be the continuing person or, if we are not the continuing
person, the resulting, surviving or transferee person (the "surviving
entity") is a company organized and existing under the laws of the
United States or any State or territory;
o the surviving entity will expressly assume all of our obligations under
the debt securities and each indenture, and will, if required by law to
effectuate the assumption, execute supplemental indentures which will
be delivered to the unit agents and will be in form and substance
reasonably satisfactory to the trustees;
o immediately after giving effect to such transaction or series of
transactions on a pro forma basis, no default has occurred and is
continuing; and
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o we or the surviving entity will have delivered to the unit agents an
officers' certificate and opinion of counsel stating that the
transaction or series of transactions and a supplemental indenture, if
any, complies with this covenant and that all conditions precedent in
the applicable indenture relating to the transaction or series of
transactions have been satisfied.
If any consolidation or merger or any sale, assignment, conveyance, lease,
transfer or other disposition of all or substantially all of our assets occurs
in accordance with the indentures, the successor corporation will succeed to,
and be substituted for, and may exercise our rights and powers under the
indentures with the same effect as if such successor corporation had been named
as us. Except for any lease or any sale, assignment, conveyance, transfer, lease
or other disposition to certain of our subsidiaries, we will be discharged from
all obligations and covenants under the indentures and the debt securities.
Unit Agreement Not Qualified Under Trust Indenture Act. The unit agreement
will not be qualified as an indenture under, and the unit agent will not be
required to qualify as a trustee under, the Trust Indenture Act. Accordingly,
the holders of units will not have the benefits of the protections of the Trust
Indenture Act. However, any debt securities issued as part of a unit will be
issued under an indenture qualified under the Trust Indenture Act, and the
trustee under that indenture will be qualified as a trustee under the Trust
Indenture Act.
Title. We, the unit agent, the trustees, the warrant agent and any of
their agents will treat the registered owner of any unit as its owner,
notwithstanding any notice to the contrary, for all purposes.
New York Law to Govern. The unit agreement, the units and the purchase
contracts constituting part of the units will be governed by, and construed in
accordance with, the laws of the State of New York.
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FORMS OF SECURITIES
Unless otherwise indicated in a prospectus supplement, the debt
securities, purchase contracts, warrants and units will be issued in the form of
one or more fully registered global securities (a "Global Security") which will
be deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository" or "DTC") and registered in the name of the Depository's
nominee. Beneficial interests in a Global Security will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants of the Depository. Investors may
elect to hold interests in the Global Securities through DTC. Except as set
forth below, a Global Security may be transferred, in whole and not in part,
only to another nominee of the Depository or to a successor of the Depository or
its nominee.
The Depository has advised us that it is a limited-purpose trust company
which was created to hold securities for its participating organizations and to
facilitate the clearance and settlement of securities transactions between
participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
o securities brokers and dealers, including the underwriters named in the
accompanying prospectus supplement;
o banks and trust companies;
o clearing corporations; and
o certain other organizations.
Access to the Depository's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depository only through participants or indirect participants.
The Depository advises that pursuant to procedures established by it:
o upon issuance of a Global Security, the Depository will credit the
account of participants designated by any dealers, underwriters or
agents participating in the distribution of the securities with the
respective principal or face amounts of securities beneficially owned
by such participants; and
o ownership of beneficial interests in a Global Security will be shown
on, and the transfer of that ownership will be effected only through,
records maintained by the Depository (with respect to participants'
interests), the participants and the indirect participants (with
respect to the owners of beneficial interests in the Global Security).
The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to own, transfer or pledge beneficial interests in a Global Security is
limited to such extent.
As long as the Depository's nominee is the registered owner of a Global
Security, such nominee for all purposes will be considered the sole owner or
holder of the securities represented by the Global Security. Except as provided
below, you will not:
o be entitled to have any of the securities registered in your name;
o receive or be entitled to receive physical delivery of the securities
in definitive form; or
o be considered the owners or holders of the securities under the
applicable indenture, purchase contract agreement, warrant agreement or
unit agreement.
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Principal, premium, if any, and interest payments on debt securities, and
any payments to holders with respect to purchase contracts, warrants or units,
represented by a Global Security registered in the name of a Depository or its
nominee will be made to the Depository or its nominee, as the case may be, as
the registered owner of the Global Security. Neither we, the trustees, any unit
agent, purchase contract agent, warrant agent, paying agent or any other agent
for payment on or registration of transfer or exchange of any Global Security
nor the Depository will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in Global Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
If the Depository is at any time unwilling or unable to continue as
depositary and we have not appointed a successor depositary within 90 days, we
will issue securities in definitive form in exchange for the Global Securities.
In addition, we may at any time determine not to have the securities represented
by Global Securities and, in such event, will issue securities in definitive
form in exchange for the Global Securities. In either instance, an owner of a
beneficial interest in a Global Security will be entitled to have securities
equal in principal amount to the beneficial interest registered in its name and
will be entitled to physical delivery of the securities in definitive form. No
service charge will be made for any transfer or exchange of the securities, but
we may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
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PLAN OF DISTRIBUTION
We are registering and may offer from time to time up to $10,000,000,000
of our debt securities, $1-2/3 par value common stock, Class H common stock,
preference stock, preferred stock, purchase contracts, depositary shares,
warrants and units. Some of these securities may, pursuant to their terms, be
mandatorily convertible into or mandatorily exchangeable for securities issued
or to be issued by us or any third party, including any of our affiliates.
A prospectus supplement will set forth the terms of the offering of the
securities described in this prospectus, including:
o the name or names of any underwriters, dealers or agents and the
amounts of securities underwritten or purchased by each of them;
o the initial public offering price of the securities and the proceeds
to us and any discounts, commissions or concessions allowed or reallowed
or paid to dealers; and
o any securities exchanges on which the securities may be listed.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
We may sell the securities for cash, or in exchange for satisfaction of
our outstanding liabilities to certain of our creditors, in any of the following
ways (or in any combination thereof):
o directly to purchasers;
o through agents;
o through underwriters;
o through dealers;
o through remarketing firms; and
o through direct sales or auctions performed by utilizing the Internet or
a bidding or ordering system.
Direct Sales
We may directly solicit offers to purchase securities. In this case, no
underwriters or agents would be involved.
By Agents
We may use agents to sell the securities. Any such agents, who may be
deemed to be an underwriter as that terms is defined in the Securities Act of
1933, involved in the offer or sale of the securities in respect of which this
prospectus is delivered will be named, and any commissions payable by us to such
agent set forth, in a prospectus supplement. Unless otherwise indicated in a
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily three business days or less.
By Underwriters
If an underwriter or underwriters are utilized in the sale, we will enter
into an underwriting agreement or exchange agreement, as applicable, with such
underwriters at the time of sale to them and the names of the underwriters and
the terms of the transaction will be set forth in a prospectus supplement which
will be used by the underwriters to make resales of the securities in respect of
which this prospectus is delivered to the public.
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If underwriters are used in the sale of any securities, the securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be either offered to the public through
underwriting syndicates represented by managing underwriters or directly by
underwriters. Generally, the underwriters' obligations to purchase the
securities will be subject to certain conditions precedent. The underwriters
will be obligated to purchase all of the securities if they purchase any of the
securities.
By Dealers
If a dealer is utilized in the sale of securities in respect of which this
prospectus is delivered, we will sell such securities to the dealer as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.
Remarketing Firms
We may use a remarketing firm to offer or sell the securities in
connection with a remarketing arrangement upon their purchase. Remarketing firms
will act as principals for their own account or as agents for us. These
remarketing firms will offer or sell the securities pursuant to the terms of the
securities. A prospectus supplement will identify any remarketing firm and the
terms of its agreement, if any, with us and will also describe the remarketing
firm's compensation. Remarketing firms may be deemed to be underwriters in
connection with the securities they remarket.
Delayed Delivery Contracts
If so indicated in a prospectus supplement, we will authorize agents and
underwriters to solicit offers by certain institutions to purchase securities
from us at the public offering price set forth in such prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each delayed delivery contract will be
for an amount not less than the respective amounts stated in the prospectus
supplement. Unless we otherwise agree, the aggregate principal amount of
securities sold pursuant to delayed delivery contracts shall be not less nor
more than the respective amounts stated in the prospectus supplement.
Institutions with whom delayed delivery contracts, when authorized, may be made
include:
o commercial and savings banks;
o insurance companies;
o pension funds;
o investment companies;
o educational and charitable institutions; and
o other institutions.
All delayed delivery contracts are subject to our approval. Delayed
delivery contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities pursuant to contracts accepted by
us.
Through the Internet or Bidding or Ordering System
We may also offer debt securities directly to the public, with or without
the involvement of agents, underwriters or dealers and may utilize the Internet
or another electronic bidding or ordering system for the pricing and allocation
of such debt securities. Such a system may allow bidders to directly
participate, through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us, and which may
-41-
directly affect the price or other terms at which such securities are sold. The
final offering price at which debt securities would be sold and the allocation
of debt securities among bidders, would be based in whole or in part on the
results of the Internet bidding process or auction. Many variations of the
Internet auction or pricing and allocating systems are likely to be developed in
the future, and we may utilize such systems in connection with the sale of debt
securities. We will describe in a supplement to this prospectus how any auction
or bidding process will be conducted to determine the price or any other terms
of the debt securities, how potential investors may participate in the process
and, where applicable, the nature of the underwriters' obligations with respect
to the auction or ordering system.
General Information
The place and time of delivery for the securities described in this
prospectus will be set forth in the accompanying prospectus supplement.
We may have agreements with the agents, underwriters and dealers to
indemnify them against certain liabilities, including liabilities under the
Securities Act of 1933.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us in the ordinary course of business.
In connection with the sale of the securities, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities. Specifically, the underwriters may overallot the
offering, creating a short position. In addition, the underwriters may bid for,
and purchase, the securities in the open market to cover short positions or to
stabilize the price of the securities. Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.
-42-
LEGAL MATTERS
The validity of the securities in respect of which this prospectus is
being delivered will be passed on for us by Martin I. Darvick, Esq., an attorney
on our legal staff, and for the agents by Davis Polk & Wardwell. Mr. Darvick
owns shares and holds options to purchase shares of our $1-2/3 par value common
stock and owns shares of our Class H common stock. Davis Polk & Wardwell acts as
counsel to the Executive Compensation Committee of our Board of Directors and
has acted as counsel to us and certain of our affiliates in various matters.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated into this prospectus by reference from the General Motors
Corporation Annual Report on Form 10-K for the year ended December 31, 2001 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements and the related financial statement
schedule incorporated into this prospectus by reference from the Hughes
Electronics Corporation Annual Report on Form 10-K for the year ended December
31, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
-43-
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale is not permitted or would
be unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2003
PROSPECTUS
$10,000,000,000
GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY
Debt Securities
guaranteed absolutely and unconditionally by
GENERAL MOTORS CORPORATION
-------------------------------------------
We may offer from time to time debt securities and guarantees of debt
securities. The aggregate initial offering price of all securities sold by us
under this prospectus will not exceed $10,000,000,000. We will provide the
specific terms of these securities in supplements to this prospectus. You should
read this prospectus and any supplemental prospectus carefully before you
invest.
-------------------------------------------
We reserve the sole right to accept and, together with our agents from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through any agents.
-------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------------------------------------
_________, 2003
You should rely only on the information contained in or incorporated by
reference into this prospectus or any accompanying supplemental prospectus. GM
Nova Scotia and General Motors have not authorized anyone to provide you with
different information or to make any additional representations. GM Nova Scotia
and General Motors are not making an offer of these securities in any state or
other jurisdiction where the offer is not permitted. You should not assume that
the information contained in or incorporated by reference into this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of each of such documents.
-------------------------------------------
Table of Contents
About this Prospectus.................................................. 1
Principal Executive Offices............................................ 1
Where You Can Find More Information.................................... 1
Incorporation of Certain Documents by Reference........................ 2
Description of General Motors Nova Scotia Finance Company.............. 3
Ratio of Earnings to Fixed Charges for General Motors Corporation...... 5
Use of Proceeds........................................................ 5
Description of Debt Securities......................................... 6
Plan of Distribution...................................................14
Legal Matters..........................................................17
Experts................................................................17
Appendix I: Form of Guarantee.........................................A-1
Unless the context indicates otherwise, "Issuer" or "GM Nova Scotia" means
General Motors Nova Scotia Finance Company, "Guarantor," "General Motors" or
"GM" means General Motors Corporation, and the words "we", "our", "ours" and
"us" refer to General Motors Nova Scotia Finance Company.
Any agent's commissions or dealer or underwriter's discounts in relation
to the sale of debt securities covered by this prospectus will be set forth in
the applicable prospectus supplement. The net proceeds we receive from such sale
will be (a) the purchase price of the debt securities less such agent's
commission, (b) the purchase price of the debt securities, in the case of a
dealer, or (c) the public offering price of the debt securities less such
underwriter's discount. There will be an additional deduction from the proceeds
in the case of (a), (b) and (c), for other related issuance expenses. Our
aggregate proceeds from all debt securities sold will be the purchase price of
the debt securities sold less the aggregate of the agents' commissions, the
underwriter discounts and any other expenses of issuance and distribution.
ABOUT THIS PROSPECTUS
This prospectus, along with a prospectus for General Motors Corporation,
is part of a registration statement that General Motors filed with the
Securities and Exchange Commission, referred to as the SEC in this prospectus,
utilizing a "shelf" registration process. Under this shelf process, we may sell
our guaranteed debt securities and General Motors Corporation may sell certain
GM securities, as described in the related prospectus, in one or more offerings.
The total dollar amount of any securities sold by us and General Motors
Corporation under the registration statement may not exceed $10,000,000,000.
This prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described below under
"Incorporation of Certain Documents By Reference."
PRINCIPAL EXECUTIVE OFFICES
GM Nova Scotia's principal executive offices are located at 1908 Colonel
Sam Dr., Oshawa, Ontario L1H 8P7, and the telephone number is (905) 644-5000.
General Motors' principal executive offices are located at 300 Renaissance
Center, Detroit, Michigan 48265-3000, and the telephone number is (313)
556-5000. General Motors maintains a website at www.gm.com. We are not
incorporating the contents of General Motors' website into this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
General Motors files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document that General Motors files at the Public Reference Room of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and at 233 Broadway, New York, New York 10279. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at
www.sec.gov, from which interested persons can electronically access the
registration statement, including the exhibits and schedules thereto. We are not
incorporating the contents of the SEC website into this prospectus. Reports and
other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, where the GM $1-2/3
par value common stock and GM Class H common stock are listed, as well as at the
offices of the following stock exchanges where the GM $1-2/3 par value common
stock is also listed in the United States: the Chicago Stock Exchange, Inc., One
Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; the Pacific
Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012
and 301 Pine Street, San Francisco, California 95104; and the Philadelphia Stock
Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103.
-1-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information General Motors
files with them, which means that we can disclose important information about
General Motors to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that General Motors files later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below that General Motors previously filed with the SEC and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities, except as
noted below. These documents contain important information about General Motors
and its finances.
SEC Filings (File No. 1-143) Period
---------------------------- ------
Annual Report on Form 10-K Year ended December 31, 2001
Quarterly Reports on Form 10-Q Quarters ended March 31, 2002, June
30, 2002 and September 30, 2002
Current Reports on Form 8-K Dates filed: January 3, 2002, January
10, 2002*, January 16, 2002, February
1, 2002, February 25, 2002 (3**),
February 25, 2002*, March 1, 2002,
March 5, 2002, March 6, 2002, March
13, 2002, April 2, 2002, April 16,
2002, May 1, 2002 (2), June 3, 2002,
June 4, 2002, June 24, 2002, July 2,
2002, July 3, 2002, July 11, 2002,
July 16, 2002 (2), July 31, 2002*,
August 1, 2002, August 6, 2002, August
14, 2002, August 14, 2002 (2*), August
21, 2002*, September 4, 2002,
September 25, 2002*, October 1, 2002,
October 8, 2002*, October 15, 2002,
October 17, 2002, October 23, 2002,
November 1, 2002, November 4, 2002,
November 27, 2002, December 3, 2002
(3), December 10, 2002, December 16,
2002*, December 19, 2002*, December
19, 2002, January 3, 2003, January 9,
2003 (2*), January 10, 2003, January
16, 2003, February 3, 2003, February
13, 2003*, February 25, 2003, February
27, 2003* and February 28, 2003
-----------------
* Reports submitted to the SEC under Item 9, Regulation FD Disclosure. Pursuant
to General Instruction B of Form 8-K, the reports submitted under Item 9 are
not deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 and we are not subject to the liabilities of that
section. We are not incorporating, and will not incorporate by reference
future filings of, these reports into a filing under the Securities Act of
1933, the Securities Exchange Act of 1934 or into this registration
statement.
** Includes a Form 8-K Amendment by subsequent filing on the same day.
You may request a copy of the documents incorporated by reference into
this prospectus, except exhibits to such prospectus, at no cost, by writing or
telephoning the office of Paul W. Schmidt, Controller, at the following address
and telephone number:
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
Tel: (313) 556-5000
-2-
DESCRIPTION OF GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY
General Motors Nova Scotia Finance Company, organized on September 28,
2001 as a Nova Scotia unlimited liability company, is a direct, wholly owned
subsidiary of General Motors. GM Nova Scotia has no independent operations other
than acting as a finance company for General Motors Corporation and its
affiliates. GM Nova Scotia does not, and will not, file separate reports with
the SEC.
Description of General Motors Corporation
General Motors Corporation is primarily engaged in the automotive and,
through its wholly-owned subsidiary, Hughes Electronics Corporation, the
communications services industries. General Motors is the world's largest
manufacturer of automotive vehicles. General Motors also has financing and
insurance operations and, to a lesser extent, is engaged in other industries.
General Motors' automotive segment is comprised of four regions:
o GM North America;
o GM Europe;
o GM Latin America/Africa/Mid-East; and
o GM Asia Pacific.
GM North America designs, manufactures and/or markets vehicles primarily
in North America under the following nameplates:
o Chevrolet o GMC o Buick o Saturn
o Pontiac o Oldsmobile o Cadillac o Hummer
GM Europe, GM Latin America/Africa/Mid-East and GM Asia Pacific meet the
demands of customers outside North America with vehicles designed, manufactured
and/or marketed under the following nameplates:
o Opel o Holden o Buick o GMC
o Vauxhall o Saab o Chevrolet o Cadillac
General Motors' automotive regions also have equity ownership in Fiat,
S.p.A., Fuji Heavy Industries Ltd., Suzuki Motor Corporation, Isuzu Motors
Limited, Shanghai General Motors Corporation and GM Daewoo Auto & Technology
Company. These alliances design, manufacture and market vehicles under the
following nameplates:
o Fiat o Subaru o Isuzu
o Alfa Romeo o Suzuki o Daewoo
General Motors' communications services relate to Hughes, which includes
digital entertainment, information and communications services and
satellite-based private business networks.
General Motors' financing and insurance operations primarily relate to
General Motors Acceptance Corporation, which provides a broad range of financial
services, including consumer vehicle financing, full-service leasing and fleet
leasing, dealer financing, car and truck extended service contracts, residential
and commercial mortgage services, commercial and vehicle insurance and
asset-based lending. For more information about GMAC, see the documents publicly
filed by GMAC with the SEC, including GMAC's Annual Report on Form 10-K for the
year ended December 31, 2001, its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 and its
various Current Reports on Form 8-K.
General Motors' other industrial operations include the designing,
manufacturing and marketing of locomotives and other heavy-duty transmissions.
-3-
Substantially all of General Motors' automotive-related products are
marketed through retail dealers and through distributors and jobbers in the
United States, Canada and Mexico, and through distributors and dealers overseas.
At December 31, 2002, there were approximately 7,600 GM vehicle dealers in the
United States, 800 in Canada and 200 in Mexico. Additionally, there were a total
of approximately 11,800 outlets overseas which include dealers and authorized
sales, service and parts outlets.
-4-
RATIO OF EARNINGS TO FIXED CHARGES FOR GENERAL MOTORS CORPORATION
The following table presents the ratio of earnings to fixed charges for
General Motors for the periods indicated:
Nine Months Ended Years Ended
September 30, December 31,
----------------- ---------------------------------------------
2002 2001 2001 2000 1999 1998 1997
1.10 1.16 1.16 1.72 2.13 1.73 2.23
General Motors computes the ratio of earnings to fixed charges by dividing
earnings before income taxes and fixed charges by the fixed charges. This ratio
includes the earnings and fixed charges of GM and its consolidated subsidiaries.
Fixed charges consist of interest and discount and the portion of rentals for
real and personal properties in an amount deemed to be representative of the
interest factor.
USE OF PROCEEDS
All or a substantial portion of the proceeds from the sale of the debt
securities will be lent by GM Nova Scotia to General Motors or its affiliates,
and General Motors or such affiliates will use such proceeds for general
corporate purposes.
-5-
DESCRIPTION OF DEBT SECURITIES
General
This prospectus describes certain general terms and provisions of the debt
securities. The debt securities will be issued under an indenture dated as of
October 15, 2001 among GM Nova Scotia, as issuer, General Motors, as guarantor,
and Citibank, N.A., as trustee. When we offer to sell a particular series of
debt securities, we will describe the specific terms of the securities in a
supplement to this prospectus. The prospectus supplement will also indicate
whether the general terms and provisions described in this prospectus apply to a
particular series of debt securities.
We have summarized certain terms and provisions of the indenture. The
summaries are not complete and are subject to the terms of the indenture, which
is incorporated by reference as an exhibit to the registration statement of
which this prospectus is a part. You should read the indenture for the
provisions which may be important to you. The indenture is subject to and
governed by the Trust Indenture Act of 1939, as amended.
The indenture provides that additional debt securities and guarantees may
be issued without limitation as to aggregate principal amount, but only as
authorized by GM Nova Scotia's and General Motors' boards of directors or
committees thereof.
Terms of a Particular Offering
The prospectus supplement will describe the terms of any debt securities
being offered, including:
o the designation of the debt securities;
o the aggregate principal amount of the debt securities;
o the percentage of their principal amount at which the debt securities will
be issued;
o the date or dates on which the debt securities will mature;
o the rate or rates per annum, if any, at which the debt securities will
bear interest;
o the times at which the interest will be payable;
o the date after which the debt securities may be redeemed and the
redemption price or any prepayment or sinking fund provisions;
o if other than denominations of $1,000 or multiples of $1,000, the
denominations the debt securities will be issued in;
o the currency or currencies in which the debt securities are issuable or
payable;
o the exchanges on which the debt securities may be listed;
o whether the debt securities shall be issued in book-entry form; and
o any other specific terms, including any additional events of default or
covenants.
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable, at the principal corporate trust office of the trustee, which
at the date hereof is 111 Wall Street, New York, New York 10005, Attention:
Citibank Agency & Trust, provided that payment of interest may be made at our
option by check mailed to the address of the person entitled thereto.
-6-
The debt securities will be unsecured and unsubordinated and will rank
pari passu with all our other unsecured and unsubordinated obligations (other
than obligations preferred by mandatory provisions of law).
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the accompanying prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at our option if so specified in the accompanying prospectus
supplement, in any other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated
in a currency other than United States dollars, the prospectus supplement will
also specify the denomination in which such debt securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
the debt securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. We will comply with all issuer tender offer rules
and regulations under the Exchange Act, including Rule 14e-1, if such redemption
option is elected. We will make any required filings with the Commission and
furnish certain information to the holders of the debt securities.
Guarantee
General Motors, in its capacity as guarantor, will guarantee (each, a
"guarantee") the punctual payment of the principal of, premium, if any, and
interest and all other amounts payable on the debt securities, when and as the
same are due and payable. Each guarantee is absolute and unconditional,
irrespective of any circumstance that might otherwise constitute a legal or
equitable discharge of a surety or guarantor. To evidence the guarantee, a
guarantee, executed by General Motors, will be endorsed on each debt security. A
form of the guarantee is attached hereto as Appendix I.
Book-Entry, Delivery and Form
Unless otherwise indicated in a prospectus supplement, the debt securities
will be offered and sold in principal amounts of U.S. $1,000 and integral
multiples thereof. The debt securities will be issued in the form of one or more
fully registered global debt securities (a "Global Security") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository" or "DTC") and registered in the name of the Depository's
nominee. Beneficial interests in Global Securities 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 Global Securities through DTC. Except as set forth
below, a Global Security may be transferred, in whole and not in part, only to
another nominee of the Depository or to a successor of the Depository or its
nominee.
The Depository has advised us that it is a limited-purpose trust company
which was created to hold securities for its participating organizations and to
facilitate the clearance and settlement of securities transactions between
participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
o securities brokers and dealers, including underwriters named in
a prospectus supplement;
o banks and trust companies;
o clearing corporations; and
o certain other organizations.
-7-
Access to the Depository's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depository only through participants or indirect participants.
The Depository advises that pursuant to procedures established by it:
o upon issuance of a Global Security, the Depository will credit the
account of participants designated by any dealers, underwriters or
agents participating in the distribution of the debt securities with
the respective principal amounts of debt securities beneficially owned
by such participants; and
o ownership of beneficial interests in a Global Security will be shown
on, and the transfer of that ownership will be effected only through,
records maintained by the Depository (with respect to participants'
interests), the participants and the indirect participants (with
respect to the owners of beneficial interests in the Global
Securities).
The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to own, transfer or pledge beneficial interests in a Global Security is
limited to such extent.
As long as the Depository's nominee is the registered owner of the Global
Securities, such nominee for all purposes will be considered the sole owner or
holder of the debt securities under the indenture. Except as provided below, you
will not:
o be entitled to have any of the debt securities registered in your name;
o receive or be entitled to receive physical delivery of the debt
securities in definitive form; or
o be considered the owners or holders of the debt securities under the
indenture.
GM Nova Scotia, General Motors, the trustee, any paying agent and the
Depository will not have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Securities, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
Principal, premium, if any, and interest payments on the debt securities
registered in the name of the Depository's nominee will be made by the trustee
to the Depository's nominee as the registered owner of the Global Securities.
Under the terms of the indenture, GM Nova Scotia, General Motors and the trustee
will treat the persons in whose names the debt securities are registered as the
owners of the debt securities for the purpose of receiving payment of principal,
premium, if any, and interest on the debt securities and for all other purposes
whatsoever. Therefore, GM Nova Scotia and General Motors do not have, and
neither the trustee nor any paying agent has, any direct responsibility or
liability for the payment of principal, premium, if any, or interest on the debt
securities to owners of beneficial interests in the Global Securities. The
Depositary has advised GM Nova Scotia, General Motors and the trustee that its
present practice is, upon receipt of any payment of principal or interest, to
immediately credit the accounts of the participants with such payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in the Global Securities as shown on the records of the Depositary.
Payments by participants and indirect participants to owners of beneficial
interests in the Global Securities will be the responsibility of such
participants and indirect participants and will be governed by their standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name".
Individual certificates in respect of the debt securities will not be
issued in exchange for the Global Securities, except in very limited
circumstances. If the Depository is at any time unwilling or unable to continue
as depositary and GM Nova Scotia has not appointed a successor depositary within
90 days, GM Nova Scotia will issue debt securities in definitive form in
exchange for the Global Securities. In addition, GM Nova Scotia may at any time
determine not to have the debt securities represented by the Global Securities
and, in such event, will issue debt securities in definitive form in exchange
-8-
for the Global Securities. In either instance, an owner of a beneficial interest
in Global Securities will be entitled to have debt securities equal in principal
amount to the beneficial interest registered in its name and will be entitled to
physical delivery of the debt securities in definitive form. Debt securities so
issued in definitive form will be issued in denominations of U.S. $1,000 and
integral multiples thereof and will be issued in registered form only, without
coupons. No service charge will be made for any transfer or exchange of the debt
securities, but GM Nova Scotia may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Title to book-entry interests in the debt securities will pass by
book-entry registration of the transfer within the records of DTC, in accordance
with its procedures. Book-entry interests in the debt securities may be
transferred within DTC in accordance with procedures established for this
purpose by DTC.
Global Clearance and Settlement Procedures
Initial settlement for the debt securities will be made in immediately
available funds. Secondary market trading between DTC participants will occur in
the ordinary way in accordance with Depository rules.
Further Issues
GM Nova Scotia may from time to time, without notice to or the consent of
the registered holders of the debt securities, create and issue further debt
securities ranking pari passu with the debt securities in all respects, or in
all respects except for the payment of interest accruing prior to the issue date
of such further debt securities or except for the first payment of interest
following the issue date of such further debt securities having guarantees
endorsed thereon. Such further debt securities may be consolidated and form a
single series with the debt securities and have the same terms as to status,
redemption or otherwise as the debt securities.
Certain Covenants of General Motors Corporation
Definitions Applicable to Covenants. The following definitions shall
be applicable to the covenants of General Motors in the indenture in its
capacity as guarantor:
(i) "Attributable Debt" means, at the time of determination as to any
lease, the present value (discounted at the actual rate, if stated, or, if no
rate is stated, the implicit rate of interest of such lease transaction as
determined by the chairman, president, any vice chairman, any vice president,
the treasurer or any assistant treasurer of General Motors), calculated using
the interval of scheduled rental payments under such lease, of the obligation of
the lessee for net rental payments during the remaining term of such lease
(excluding any subsequent renewal or other extension options held by the
lessee). The term "net rental payments" means, with respect to any lease for any
period, the sum of the rental and other payments required to be paid in such
period by the lessee thereunder, but not including, however, any amounts
required to be paid by such lessee (whether or not designated as rental or
additional rental) on account of maintenance and repairs, insurance, taxes,
assessments, water rates, indemnities or similar charges required to be paid by
such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, earnings or profits or of
maintenance and repairs, insurance, taxes, assessments, water rates, indemnities
or similar charges; provided, however, that, in the case of any lease which is
terminable by the lessee upon the payment of a penalty in an amount which is
less than the total discounted net rental payments required to be paid from the
later of the first date upon which such lease may be so terminated and the date
of the determination of net rental payments, "net rental payments" shall include
the then-current amount of such penalty from the later of such two dates, and
shall exclude the rental payments relating to the remaining period of the lease
commencing with the later of such two dates.
(ii) "Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
(iii) "Manufacturing Subsidiary" means any Subsidiary (A) substantially
all the property of which is located within the continental United States of
America, (B) which owns a Principal Domestic Manufacturing Property and (C) in
which General Motors investment, direct or indirect and whether in the form of
equity, debt, advances or otherwise, is in excess of $2,500,000,000 as shown on
the books of General Motors as of the end of the fiscal year immediately
preceding the date of determination; provided, however, that "Manufacturing
-9-
Subsidiary" shall not include Hughes Electronics Corporation and its
Subsidiaries, General Motors Acceptance Corporation and its Subsidiaries (or any
corporate successor of any of them) or any other Subsidiary which is principally
engaged in leasing or in financing installment receivables or otherwise
providing financial or insurance services to General Motors or others or which
is principally engaged in financing General Motors operations outside the
continental United States of America.
(iv) "Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.
(v) "Principal Domestic Manufacturing Property" means any manufacturing
plant or facility owned by General Motors or any Manufacturing Subsidiary which
is located within the continental United States of America and, in the opinion
of the Board of Directors, is of material importance to the total business
conducted by General Motors and its consolidated affiliates as an entity.
(vi) "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power to elect
a majority of the board of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by General Motors, or by one or more
Subsidiaries, or by General Motors and one or more Subsidiaries.
Limitation on Liens. For the benefit of the debt securities, General
Motors will not, nor will it permit any Manufacturing Subsidiary to, issue or
assume any Debt secured by a Mortgage upon any Principal Domestic Manufacturing
Property of General Motors or any Manufacturing Subsidiary or upon any shares of
stock or indebtedness of any Manufacturing Subsidiary (whether such Principal
Domestic Manufacturing Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing
concurrently with the issuance or assumption of any such Debt that the
guarantees (together with, if General Motors shall so determine, any other
indebtedness of General Motors or such Manufacturing Subsidiary ranking equally
with the guarantees and then existing or thereafter created) shall be secured
equally and ratably with such secured Debt, unless the aggregate amount of Debt
issued or assumed and so secured by Mortgages, together with all other Debt of
General Motors and its Manufacturing Subsidiaries which (if originally issued or
assumed at such time) would otherwise be subject to the foregoing restrictions,
but not including Debt permitted to be secured under clauses (i) through (vi) of
the immediately following paragraph, does not at the time exceed 20% of the
stockholders' equity of General Motors and its consolidated subsidiaries, as
determined in accordance with accounting principles generally accepted in the
U.S. and shown on the audited consolidated balance sheet contained in the latest
published annual report to the stockholders of General Motors.
The above restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Manufacturing
Subsidiary;
(ii) Mortgages on property existing at the time of acquisition of such
property by General Motors or a Manufacturing Subsidiary, or Mortgages to secure
the payment of all or any part of the purchase price of such property upon the
acquisition of such property by General Motors or a Manufacturing Subsidiary or
to secure any Debt incurred prior to, at the time of, or within 180 days after,
the later of the date of acquisition of such property and the date such property
is placed in service, for the purpose of financing all or any part of the
purchase price thereof, or Mortgages to secure any Debt incurred for the purpose
of financing the cost to General Motors or a Manufacturing Subsidiary of
improvements to such acquired property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to
General Motors or to another Subsidiary;
(iv) Mortgages on property of a corporation existing at the time such
corporation is merged or consolidated with General Motors or a Manufacturing
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation as an entirety or substantially as an entirety to
General Motors or a Manufacturing Subsidiary;
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(v) Mortgages on property of General Motors or a Manufacturing Subsidiary
in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any State thereof, or in favor of any other country, or any
political subdivision thereof, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of construction of the property subject to such Mortgages; or
(vi) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Mortgage referred to in the
foregoing clauses (i) to (v); provided, however, that the principal amount of
Debt secured thereby shall not exceed by more than 115% the principal amount of
Debt so secured at the time of such extension, renewal or replacement and that
such extension, renewal or replacement shall be limited to all or a part of the
property which secured the Mortgage so extended, renewed or replaced (plus
improvements on such property).
Limitation on Sale and Lease-Back. For the benefit of the debt securities,
General Motors will not, nor will it permit any Manufacturing Subsidiary to,
enter into any arrangement with any person providing for the leasing by General
Motors or any Manufacturing Subsidiary of any Principal Domestic Manufacturing
Property owned by General Motors or any Manufacturing Subsidiary on the date
that the debt securities are originally issued (except for temporary leases for
a term of not more than five years and except for leases between General Motors
and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which
property has been or is to be sold or transferred by General Motors or such
Manufacturing Subsidiary to such person, unless either:
(i) General Motors or such Manufacturing Subsidiary would be entitled,
pursuant to the provisions of the covenant on limitation on liens described
above, to issue, assume, extend, renew or replace Debt secured by a Mortgage
upon such property equal in amount to the Attributable Debt in respect of such
arrangement without equally and ratably securing the guarantees; provided,
however, that from and after the date on which such arrangement becomes
effective the Attributable Debt in respect of such arrangement shall be deemed
for all purposes under the covenant on limitation on liens described above and
this covenant on limitation on sale and lease-back to be Debt subject to the
provisions of the covenant on limitation on liens described above (which
provisions include the exceptions set forth in clauses (i) through (vi) of such
covenant); or
(ii) General Motors shall apply an amount in cash equal to the
Attributable Debt in respect of such arrangement to the retirement (other than
any mandatory retirement or by way of payment at maturity), within 180 days of
the effective date of any such arrangement, of Debt of General Motors or any
Manufacturing Subsidiary (other than Debt owned by General Motors or any
Manufacturing Subsidiary) which by its terms matures at or is extendible or
renewable at the option of the obligor to a date more than twelve months after
the date of the creation of such Debt.
Defeasance
The indenture provides that either GM Nova Scotia or General Motors, in
its capacity as guarantor, may, at its option, (a) discharge its indebtedness
and its obligations under the indenture with respect to the debt securities or
(b) not comply with certain covenants contained in the indenture with respect to
the debt securities, in each case by depositing trust funds or obligations
guaranteed by the United States of America with the trustee sufficient to pay
and discharge the entire indebtedness of all outstanding debt securities of such
series. Such defeasance is subject to other conditions including receipt of a
tax opinion to the effect that the holders of the debt securities will not
recognize income, gain or loss for United States Federal income tax purposes as
a result of such defeasance and will be subject to United States Federal income
tax on the same amounts and in the same manner and at the same times, as would
have been the case if such defeasance had not occurred.
Consolidation, Merger or Sale of Assets; Assumption
The indenture provides that neither GM Nova Scotia nor General Motors,
will merge or consolidate with another corporation or sell or convey all or
substantially all of its assets unless either GM Nova Scotia or General Motors,
as the case may be, is the continuing corporation or the new corporation
expressly assumes the interest and principal, or guarantee, as the case may be,
and all other amounts due under the debt securities or guarantees. In either
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case, the indenture provides that neither GM Nova Scotia nor General Motors, as
the case may be, nor any successor companies may be in default of performance
immediately after a merger or consolidation. Additionally, the indenture
provides that in the case of any such merger or consolidation, either GM Nova
Scotia or its successor company may continue to issue securities under the
indenture.
General Motors or any wholly-owned subsidiary of General Motors organized
and existing under United States or Canadian law may, without merging or
consolidating with or acquiring all or substantially all of the assets of GM
Nova Scotia, assume the due and punctual payment of the principal, interest and
any additional amounts on all the debt securities. If the assuming corporation
is not General Motors, then General Motors shall unconditionally guarantee
payment of the obligations assumed as fully and to the same extent as it
guarantees the obligation prior to assumption. Such assumption is subject to
other conditions including receipt of a tax opinion to the effect that the
holders of the debt securities will not recognize income, gain or loss for
United States Federal income tax purposes as a result of such assumption and
will be subject to United States Federal income tax on the same amounts and in
the same manner and at the same times, as would have been the case if such
assumption had not occurred.
Modification of the Indenture
The indenture contains provisions permitting GM Nova Scotia, General
Motors and the trustee to modify or amend the indenture or any supplemental
indenture or the rights of the holders of the debt securities issued thereunder,
with the consent of the holders of not less than a majority in aggregate
principal amount of the debt securities of all series at the time outstanding
under such indenture which are affected by such modification or amendment,
voting as one class, provided that no such modification shall:
o extend the fixed maturity of any debt securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate or
extend the time of payment of interest thereon, or make the principal
of or interest thereon payable in any coin or currency other than so
provided in the debt securities, without the consent of the holder of
each debt security so affected; or
o reduce the aforesaid percentage of debt securities, the consent of the
holders of which is required for any such modification, without the
consent of the holders of all debt securities then outstanding under
the indenture.
Events of Default
An event of default with respect to any series of debt securities issued
subject to the indenture is defined in the indenture as being:
o default in payment of any principal or premium, if any, on such series;
o default for 30 days in payment of any interest (including Additional
Amounts) on such series;
o default for 90 days after notice in performance of any other
covenant in the indenture; or
o certain events of bankruptcy, insolvency or reorganization.
No event of default with respect to a particular series of debt securities
issued under the indenture necessarily constitutes an event of default with
respect to any other series of debt securities issued thereunder. In case an
event of default as set out in the first, second and third items listed above
shall occur and be continuing with respect to any series, the trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal, or, in the case of
discounted debt securities, the amount specified in the terms thereof, of such
series to be due and payable. In case an event of default as set out in the
fourth item listed above shall occur and be continuing, the trustee or the
holders of not less than 25% in aggregate principal amount of all the debt
securities then outstanding, voting as one class, may declare the principal, or,
in the case of discounted debt securities, the amount specified in the terms
thereof, of all outstanding debt securities to be due and payable. Any event of
default with respect to a particular series of debt securities may be waived by
the holders of a majority in aggregate principal amount of the outstanding debt
securities of such series, or of all the outstanding debt securities, as the
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case may be, except in a case of failure to pay principal or premium, if any, or
interest (including Additional Amounts) on such debt security for which payment
had not been subsequently made. GM Nova Scotia and General Motors are each
required to file with the trustee annually an Officers' Certificate as to the
absence of certain defaults under the terms of the indenture. The indenture
provides that the trustee may withhold notice to the securityholders of any
default, except in payment of principal, premium, if any, or interest, if it
considers it in the interest of the securityholders to do so.
Subject to the provisions of the indenture relating to the duties of the
trustee in case an event of default shall occur and be continuing, the trustee
shall be under no obligation to exercise any of its rights or powers under the
indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the trustee reasonable
indemnity or security.
Subject to such provisions for the indemnification of the trustee and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
class, at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee.
Concerning the Trustee
Citibank, N.A. is the trustee under the indenture. It is also trustee
under various indentures covering outstanding notes and debentures of General
Motors. Citibank, N.A. and its affiliates act as depositary for funds of, make
loans to, act as trustee and perform certain other services for, General Motors
and certain of General Motors' affiliates in the normal course of its business.
As trustee of various trusts, it has purchased securities of General Motors and
those of certain of its affiliates.
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PLAN OF DISTRIBUTION
A prospectus supplement will set forth the terms of the offering of the
securities described in this prospectus, including:
o the name or names of any underwriters, dealers or agents and the
amounts of securities underwritten or purchased by each of them;
o the initial public offering price of the securities and the proceeds
to us and any discounts, commissions or concessions allowed or reallowed
or paid to dealers; and
o any securities exchanges on which the securities may be listed.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
We may sell the securities in any of the following ways (or in any
combination thereof):
o directly to purchasers;
o through agents;
o through underwriters;
o through dealers;
o through remarketing firms; and
o through direct sales or auctions performed by utilizing the Internet or
a bidding or ordering system.
Direct Sales
We may directly solicit offers to purchase securities. In this case, no
underwriters or agents would be involved.
By Agents
We may use agents to sell the securities. Any such agents, who may be
deemed to be an underwriter as that term is defined in the Securities Act of
1933, involved in the offer or sale of the securities in respect of which this
prospectus is delivered will be named, and any commissions payable by us to such
agent set forth, in a prospectus supplement. Unless otherwise indicated in a
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily three business days or less.
By Underwriters
If an underwriter or underwriters are utilized in the sale, we will enter
into an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in a prospectus supplement which will be used by the underwriters to
make resales of the securities in respect of which this prospectus is delivered
to the public.
If underwriters are used in the sale of any securities, the securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be either offered to the public through
underwriting syndicates represented by managing underwriters or directly by
underwriters. Generally, the underwriters' obligations to purchase the
securities will be subject to certain conditions precedent. The underwriters
will be obligated to purchase all of the securities if they purchase any of the
securities.
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By Dealers
If a dealer is utilized in the sale of securities in respect of which this
prospectus is delivered, we will sell such securities to the dealer as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.
Remarketing Firms
We may use a remarketing firm to offer or sell the securities in
connection with a remarketing arrangement upon their purchase. Remarketing firms
will act as principals for their own account or as agents for us. These
remarketing firms will offer or sell the securities pursuant to the terms of the
securities. A prospectus supplement will identify any remarketing firm and the
terms of its agreement, if any, with us and will also describe the remarketing
firm's compensation. Remarketing firms may be deemed to be underwriters in
connection with the securities they remarket.
Delayed Delivery Contracts
If so indicated in a prospectus supplement, we will authorize agents and
underwriters to solicit offers by certain institutions to purchase securities
from us at the public offering price set forth in such prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each delayed delivery contract will be
for an amount not less than the respective amounts stated in the prospectus
supplement. Unless we otherwise agree, the aggregate principal amount of
securities sold pursuant to delayed delivery contracts shall be not less nor
more than the respective amounts stated in the prospectus supplement.
Institutions with whom delayed delivery contracts, when authorized, may be made
include:
o commercial and savings banks;
o insurance companies;
o pension funds;
o investment companies;
o educational and charitable institutions; and
o other institutions.
All delayed delivery contracts are subject to our approval. Delayed
delivery contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities pursuant to contracts accepted by
us.
Through the Internet or Bidding or Ordering System
We may also offer debt securities directly to the public, with or without
the involvement of agents, underwriters or dealers and may utilize the Internet
or another electronic bidding or ordering system for the pricing and allocation
of such debt securities. Such a system may allow bidders to directly
participate, through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us, and which may
directly affect the price or other terms at which such securities are sold.
The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part
on the results of the Internet bidding process or auction. Many variations of
the Internet auction or pricing and allocating systems are likely to be
developed in the future, and we may utilize such systems in connection with the
sale of debt securities. We will describe in a supplement to this prospectus how
any auction or bidding process will be conducted to determine the price or any
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other terms of the debt securities, how potential investors may participate in
the process and, where applicable, the nature of the underwriters' obligations
with respect to the auction or ordering system.
General Information
The place and time of delivery for the securities described in this
prospectus will be set forth in the accompanying prospectus supplement.
We may have agreements with the agents, underwriters and dealers to
indemnify them against certain liabilities, including liabilities under the
Securities Act of 1933.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us in the ordinary course of business.
In connection with the sale of the securities, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities. Specifically, the underwriters may overallot the
offering, creating a short position. In addition, the underwriters may bid for,
and purchase, the securities in the open market to cover short positions or to
stabilize the price of the securities. Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.
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LEGAL MATTERS
The validity of the debt securities in respect of which this prospectus is
being delivered will be passed upon for GM Nova Scotia and General Motors by
Martin I. Darvick, Esq., an attorney on General Motors' Legal Staff, and for the
agents by Davis Polk & Wardwell. Mr. Darvick and Davis Polk & Wardwell will rely
on Stewart McKelvey Stirling Scales as to matters of Nova Scotia law. Mr.
Darvick owns shares and holds options to purchase shares of General Motors
$1-2/3 par value common stock and owns shares of General Motors Class H common
stock, $0.10 par value. Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of General Motors' Board of Directors and has acted as
counsel to General Motors and certain of its affiliates in various matters.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated into this prospectus by reference from the General Motors
Corporation Annual Report on Form 10-K for the year ended December 31, 2001 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
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Appendix I
FORM OF GUARANTEE
General Motors Corporation (the "Guarantor") hereby unconditionally
guarantees to the holder of this debt security duly authenticated and delivered
by the Trustee, the due and punctual payment of the principal, and premium, if
any, of, and interest (together with any Additional Amounts payable pursuant to
the terms of this debt security), on this debt security, when and as the same
shall become due and payable, whether at maturity or upon redemption or upon
declaration of acceleration or otherwise according to the terms of this debt
security and of the Indenture. In case of default by General Motors Nova Scotia
Finance Company (the "Issuer") in the payment of any such principal, interest
(together with any Additional Amounts payable pursuant to the terms of this debt
security), the Guarantor agrees duly and punctually to pay the same. The
Guarantor hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of any extension of the time for payment of this
debt security, any modification of this debt security, any invalidity,
irregularity or unenforceability of this debt security or the Indenture, any
failure to enforce the same or any waiver, modification or indulgence granted to
the Issuer with respect thereto by the holder of this debt security or the
Trustee, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Issuer, any right to require a demand or
proceeding first against the Issuer, protest or notice with respect to this debt
security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this guarantee will not be discharged as to this debt security
except by payment in full of the principal of, and interest (together with any
Additional Amounts payable pursuant to the terms of this debt security),
thereon.
The Guarantor irrevocably waives any and all rights to which it may be
entitled, by operation of law or otherwise, upon making any payment hereunder
(i) to be subrogated to the rights of a holder against the Issuer with respect
to such payment or otherwise to be reimbursed, indemnified or exonerated by the
Issuer in respect thereof or (ii) to receive any payment, in the nature of
contribution or for any other reason, from any other obligor with respect to
such payment.
This guarantee shall not be valid or become obligatory for any purpose
with respect to this Debt Security until the certificate of authentication on
this debt security shall have been signed by the Trustee.
This guarantee is governed by the laws of the State of New York.
IN WITNESS WHEREOF, General Motors Corporation has caused this guarantee
to be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
GENERAL MOTORS CORPORATION
By:
---------------------------
By:
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A-1
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the securities being registered
hereby. All amounts are estimates except the registration fee.
Amount to be Paid
-----------------
Registration fee....................... $ 809,000
Printing............................... 120,000
Legal fees and expenses (including
Blue Sky fees)...................... 100,000
Trustee fees...........................
Rating Agency fees.....................
Accounting fees and expenses........... 90,000
Miscellaneous.......................... 80,000
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Total.................................. $ 1,199,000
===========
Item 15. Indemnification of Directors and Officers.
General Motors
Under Section 145 of the Delaware Corporation Law, General Motors is
empowered to indemnify its directors and officers as provided therein.
General Motors' Certificate of Incorporation, as amended, provides that no
director shall be personally liable to General Motors or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to General Motors
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or any successor provision thereto, of the Delaware Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Under Article V of its Bylaws, General Motors shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of General Motors, or is
or was serving at the request of General Motors as a director, officer,
employee, fiduciary or member of any other corporation, partnership, joint
venture, trust, organization or other enterprise. General Motors shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the Board of Directors of General
Motors. General Motors shall pay the expenses of directors and officers incurred
in defending any proceeding in advance of its final disposition ("advancement of
expenses"); provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under Article V of the Bylaws or
otherwise. If a claim for indemnification or advancement of expenses by an
officer or director under Article V of the Bylaws is not paid in full within
ninety days after a written claim therefor has been received by General Motors,
the claimant may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action, General Motors shall have the burden
of proving that the claimant was not entitled to the requested indemnification
or advancement of expenses under applicable law. The rights conferred on any
person by Article V of the Bylaws shall not be exclusive of any other rights
II-1
which such person may have or hereafter acquire under any statute, provision of
General Motors' Certificate of Incorporation or Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.
General Motors is insured against liabilities which it may incur by reason
of Article V of its Bylaws. In addition, directors and officers are insured, at
General Motors' expense, against some liabilities which might arise out of their
employment and not be subject to indemnification under Article V of the Bylaws.
Pursuant to a resolution adopted by General Motors' Board of Directors on
December 1, 1975, General Motors, to the fullest extent permissible under law,
will indemnify, and has purchased insurance on behalf of, its directors or
officers and subsidiaries, including General Motors Nova Scotia Finance Company,
or any of them, who incur or are threatened with personal liability, including
expenses, under the Employee Retirement Income Security Act of 1974, as amended,
or any amendatory or comparable legislation or regulation thereunder.
General Motors Nova Scotia Finance Company
Under applicable Canadian law, General Motors Nova Scotia Finance Company
is permitted to indemnify its officers and directors on terms acceptable to its
shareholders. The Articles of Association of General Motors Nova Scotia Finance
Company provide that no director or officer, former director or officer, or
person who acts or acted at General Motors Nova Scotia Finance Company request,
as a director or officer of General Motors Nova Scotia Finance Company, a body
corporate, partnership or other association of which General Motors Nova Scotia
Finance Company is or was a shareholder, partner, member or creditor, in the
absence of any dishonesty on such person's part, shall be liable for the acts,
receipts, neglects or defaults of any other director, officer or such person, or
for joining in any receipt or other act for conformity, or for any loss, damage
or expense of any kind which happens in the execution of the duties of such
person or in relation thereto. The Articles of Association of General Motors
Nova Scotia Finance Company also provide that no director or officer, former
director or officer, or person who acts or acted at General Motors Nova Scotia
Finance Company's request, as a director or officer of General Motors Nova
Scotia Finance Company, a body corporate, partnership or other association of
which General Motors Nova Scotia Finance Company is or was a shareholder,
partner, member or creditor, and the heirs and legal representatives of such
person, in the absence of any dishonesty on the part of such person, shall be
indemnified by General Motors Nova Scotia Finance Company against, and it shall
be the duty of the directors out of the funds of General Motors Nova Scotia
Finance Company to pay, all costs, losses and expenses, including an amount paid
to settle an action or claim or satisfy a judgment, that such director, officer
or person may incur or become liable to pay in respect of any claim made against
such person or civil, criminal or administrative action or proceeding to which
such person is made a party by reason of being or having been a director or
officer of General Motors Nova Scotia Finance Company or such body corporate,
partnership or other association, whether General Motors Nova Scotia Finance
Company is a claimant or party to such action or proceeding or otherwise; and
the amount for which such indemnity is proved shall immediately attach as a lien
on the property of General Motors Nova Scotia Finance Company and have priority
as against the shareholders over all other claims. As a subsidiary of General
Motors, General Motors Nova Scotia Finance Company is insured against
liabilities which it may incur by reason of the foregoing provisions of its
Articles of Association and directors and officers of General Motors Nova Scotia
Finance Company are insured against some liabilities which might arise out of
their employment and not be subject to the indemnification contained in the
Articles of Association of General Motors Nova Scotia Finance Company as
previously described.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Document
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1(a) Form of proposed Underwriting Agreement of GM relating to Debt
Securities (including form of Delayed Delivery Contract)*
1(b) Form of proposed Underwriting Agreement of GM relating to
Convertible Debt Securities*******
1(c) Form of proposed Underwriting Agreement of GM relating to $1-2/3
Par Value Common Stock, Class H Common Stock, Preference Stock,
Preferred Stock, Depositary Shares, Purchase Contracts, Warrants
and Units****
1(d) Form of proposed Underwriting Agreement of GM Nova Scotia
relating to Debt Securities (including form of Delayed Delivery
Contract)****
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1(e) Form of proposed Purchase Agreement of GM*
1(f) Form of proposed Selling Agent Agreement of GM*
1(g) Form of Prospectus Supplement (Medium-Term Notes) of GM******
1(h) Form of Fixed Rate Pricing Supplement (Medium-Term Notes) of GM**
1(i) Form of Floating Rate Pricing Supplement (Medium-Term Notes) of
GM**
1(j) Form of proposed Exchange Agreement of GM relating to issuance
of $1-2/3 Par Value Common Stock or Class H common stock in
exchange for outstanding indebtedness of GM****
4(a) Form of Senior Debt Indenture between GM and Citibank N.A.*****
4(b) Form of First Supplement to Senior Debt Indenture between GM and
Citibank N.A.*******
4(c) Form of Subordinated Debt Indenture between GM and
Citibank N.A.******
4(d) Form of Indenture among GM Nova Scotia, GM and Citibank N.A.***
4(e) Forms of Global (Senior) Note and Medium-Term Note of GM*
4(f) Forms of Global (Senior) Convertible Notes of GM*******
4(g) Form of Global (Subordinated) Note of GM******
4(h) Form of Guarantee between GM Nova Scotia and GM, as Guarantor***
4(i) Form of Note of GM Nova Scotia***
4(j) Specimen certificate for shares of $1-2/3 par value common stock
of GM****
4(k) Specimen certificate for shares of Class H common stock of
GM********
4(l) Form of proposed Certificate of Designation, Preference and
Rights for preferred stock of GM****
4(m) Form of proposed Certificate of Designation, Preference and
Rights for preference stock of GM****
4(n)(i) Restated Certificate of Incorporation of GM, as amended, filed
as Exhibit 3(i) to the Current Report on Form 8-K of General
Motors Corporation dated June 6, 2000, and Amendment to
Article Four of the Certificate of Incorporation--Division III--
Preference Stock, by reason of the Certificates of
Designations filed with the Secretary of State of the State
of Delaware on September 14, 1987 and the Certificate of
Decrease filed with the Secretary of State of the State of
Delaware on September 29, 1987 (pertaining to the Six Series of
Preference Stock contributed to the General Motors
pension trusts), incorporated by reference to Exhibit 19 to
the Quarterly Report on Form 10-Q of General Motors
Corporation for the quarter ended June 30, 1990 in the Form
SE of General Motors Corporation dated August 6, 1990; as
further amended by the Certificate of Designations filed
with the Secretary of State of the State of Delaware on June
28, 1991 (pertaining to Series A Conversion Preference Stock),
incorporated by reference to Exhibit 4(a) to Form S-8
Registration Statement No. 33-43744 in the Form SE of General
Motors Corporation dated November 1, 1991; as further
amended by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on December 9,
1991 (pertaining to Series B 9-1/8% Preference Stock),
incorporated by reference to Exhibit 4(a) to Form S-3
Registration Statement No. 33-45216 in the Form SE of
General Motors Corporation dated January 27, 1992; as
further amended by the Certificate of Designations filed
with the Secretary of State of the State of Delaware on
February 14, 1992 (pertaining to Series C Convertible
Preference Stock), incorporated by reference to Exhibit (3)(a)
to the Annual Report on Form 10-K of General Motors Corporation
for the year ended December 31, 1991 in the Form SE of General
Motors Corporation dated March 20, 1992; as further
amended by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on July 15, 1992
(pertaining to Series D 7.92% Preference Stock), incorporated
by reference to Exhibit 3(a)(2) to the Quarterly Report on
Form 10-Q of General Motors Corporation for the quarter ended
June 30, 1992 in the Form SE of General Motors Corporation
dated August 10, 1992; as further amended by the
Certificate of Designations filed with the
Secretary of State of the State of Delaware on December 15,
1992 (pertaining to Series G 9.12% Preference Stock),
incorporated by reference to Exhibit 4(a) to Form S-3
Registration Statement No. 33-49309 in the Form SE of
General Motors Corporation dated January 25, 1993; and as
further amended by the Certificate of Designations filed
with the Secretary of State of the State of Delaware on
June 24, 1999 (pertaining to Series H 6.25%
Automatically Convertible Preference Stock), incorporated
by reference to Exhibit 4(a) to Form S-8 Registration Statement
No. 333-31846 in the Form SE of General Motors Corporation
dated March 6, 2000
4(n)(ii) Bylaws of GM, as amended, incorporated by reference to Exhibit
3(ii) to the Current Report on Form 8-K of General Motors
Corporation dated March 2, 1998; as further amended, incorporated
II-3
by reference to Exhibit 3(ii) to the Current Reports on Form 8-K
of General Motors Corporation dated June 24, 1999, August 2,
1999, March 6, 2000, June 6, 2000, October 3, 2000, June 5, 2001,
December 4, 2001 and December 3, 2002
4(o) Form of proposed Warrant Agreement of GM****
4(p) Form of proposed Depositary Agreement of GM******
4(q) Form of Depositary Receipt of GM******
4(r) Form of proposed Purchase Contract Agreement of GM****
4(s) Form of proposed Unit Agreement of GM****
4(t) Form of Unit Certificate****
5(a) Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal
Staff of GM, regarding securities issued by GM
5(b) Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal
Staff of GM, regarding debt securities issued by GM Nova Scotia
5(c) Opinion and Consent of Stewart McKelvey Stirling Scales regarding
debt securities issued by GM Nova Scotia
12(a) Statement regarding computation of Ratios of Earnings to Fixed
Charges for GM
12(b) Statement regarding computation of Ratios of Earnings to Fixed
Charges and Preference Stock Dividends for GM
23(a) Consent of Deloitte & Touche LLP
23(b) Consents of Martin I. Darvick, Esq., Attorney, Legal Staff of the
Registrant (included in Exhibits 5(a) and 5(b))
23(c) Consent of Stewart McKelvey Stirling Scales (included in Exhibit
5(c))
24(a) Powers of Attorney for directors and officers of GM
24(b) Powers of Attorney for directors and officers of GM Nova Scotia
(included on the GM Nova Scotia signature page to this
registration statement)
25(a) Statement of Eligibility on Form T-1 of Citibank N.A. for the
Senior Debt Indenture of GM******
25(b) Statement of Eligibility on Form T-1 of Citibank N.A. for the
Subordinated Debt Indenture of GM******
25(c) Statement of Eligibility on Form T-1 of Citibank N.A. for
Indenture of GM Nova Scotia******
-----------------------
* Incorporated by reference to Exhibits 1(a), 1(b) and 1(c),
respectively, to Registration Statement No. 33-37737.
** Incorporated by reference to Exhibits 1 through 4(d),
respectively, to Registration Statement No. 33-41577.
*** Incorporated by reference to Exhibits 4(a) through 4(c),
respectively, to Registration Statement No. 333-70820.
**** To be filed by amendment or under cover of Form 8-K.
***** Incorporated by reference to Exhibit 4(a) to Registration Statement
No. 33-64229.
****** Incorporated by reference to Exhibits 1(f), 4(b), 4(e), 4(l),
25(a), 25(b) and 25(c), respectively, to Registration Statement No.
333-75534.
******* Incorporated by reference to Exhibits 1 through 4, respectively to
Form 8-K filed on March 6, 2002.
******** Incorporated by reference to Exhibit 4.1 to Registration
Statement No. 333-30826.
Item 17. Undertakings.
(a) The undersigned Registrants hereby undertake:
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(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrants hereby understand that, for purposes of
determining any liability under the Securities Act of 1933, each filing of an
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference into the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or otherwise,
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned Registrants hereby undertake to file an application
for the purpose of determining the eligibility of the trustees to act under
subsection (a) of section 310 of the Trust Indenture Act ("Act") in accordance
with the rules and regulations prescribed by the SEC under section 305(b)(2) of
the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General Motors
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on February 28, 2003.
GENERAL MOTORS CORPORATION
/s/ JOHN F. SMITH, JR.
----------------------
John F. Smith, Jr.
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on February 28, 2003 by the following
persons in the capacities indicated.
Signature Title
* Chairman of the Board of Directors
------------------------
John F. Smith, Jr.
* President, Chief Executive Officer and
------------------------ Director
G. Richard Wagoner, Jr.
* Vice Chairman and Chief Financial
------------------------ Officer
John M. Devine
*
------------------------ Treasurer
Walter G. Borst
* Controller, Principal Accounting
------------------------ Officer
Paul W. Schmidt
* Assistant Controller and Chief
------------------------ Accounting Officer
Peter R. Bible
* Director
------------------------
Percy Barnevik
* Director
------------------------
John H. Bryan
* Director
------------------------
Armando M. Codina
* Director
------------------------
George M.C. Fisher
* Director
------------------------
Nobuyuki Idei
* Director
------------------------
Karen Katen
II-6
* Director
------------------------
Alan G. Lafley
* Director
------------------------
Philip A. Laskawy
* Director
------------------------
E. Stanley O'Neal
* Director
------------------------
Eckhard Pfeiffer
* Director
------------------------
Lloyd D. Ward
* The undersigned, by signing his name hereto, does hereby execute this
registration statement on behalf of the officers and directors of the registrant
listed above pursuant to the Powers of Attorney filed as exhibits to this
registration statement.
/S/ MARTIN I. DARVICK
------------------------
Martin I. Darvick,
Attorney in Fact
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General Motors
Nova Scotia Finance Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Province of Ontario, on February 28, 2003.
GENERAL MOTORS NOVA SCOTIA
FINANCE COMPANY
/s/ ROBBERT-JAN BRABANDER
----------------------------------
Robbert-Jan Brabander
Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robbert-Jan Brabander and Neil J. MacDonald, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and any and all additional
registration statements pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agents full power and authority to
do and perform each and every act in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or either of them or their or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on February 28, 2003 by the following
persons in the capacities indicated.
Signature Title
--------- -----
/s/ ROBBERT-JAN BRABANDER Chief Executive Officer, Chief
------------------------- Financial Officer, Principal
Robbert-Jan Brabander Accounting Officer and Director
/s/ NEIL J. MACDONALD Director
-------------------------
Neil J. MacDonald
/s/ ARTHUR LIM Director
-------------------------
Arthur Lim
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