0000040729-95-000161.txt : 19950914
0000040729-95-000161.hdr.sgml : 19950914
ACCESSION NUMBER: 0000040729-95-000161
CONFORMED SUBMISSION TYPE: 424B2
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 19950907
SROS: CSX
SROS: NASD
SROS: NYSE
SROS: PHLX
SROS: PSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: GENERAL MOTORS CORP
CENTRAL INDEX KEY: 0000040730
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
IRS NUMBER: 380572515
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 424B2
SEC ACT: 1933 Act
SEC FILE NUMBER: 033-41557
FILM NUMBER: 95571067
BUSINESS ADDRESS:
STREET 1: 3044 W GRAND BLVD
CITY: DETROIT
STATE: MI
ZIP: 48202
BUSINESS PHONE: 3135565000
424B2
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PRO_SUP DATED 9/6/95
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 9, 1991)
$500,000,000
GENERAL MOTORS CORPORATION
7.40% DEBENTURES DUE SEPTEMBER 1, 2025
Interest on the Debentures is payable semiannually on March 1 and September 1,
beginning March 1, 1996. The Debentures may not be redeemed prior to
maturity.
The Debentures will be represented by the Global Debenture registered in the
name of the Depository's nominee. Beneficial interests in the Global
Debenture will be shown on, and transfers thereof will be effected only
through, records maintained by the Depository and, with respect to the
beneficial owners' interests, by the Depository's participants. Except as
described in the Prospectus, Debentures in definitive form will not be issued.
The Debentures will trade in the Depository's Same-Day Funds Settlement System
until maturity, and secondary market trading activity for the Debentures will,
therefore, settle in immediately available funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT CORPORATION(1)(2)
Per Debenture ....... 99.194% .875% 98.319%
Total ............... $495,970,000 $4,375,000 $491,595,000
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(1) Plus accrued interest, if any, from September 11, 1995.
(2) Before deduction of expenses payable by the Corporation estimated at
$150,000.
The Debentures are offered, subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Global Debenture will be made to
The Depository Trust Company, on or about September 11, 1995.
Salomon Brothers Inc
Bear, Stearns & Co. Inc.
Lehman Brothers
J.P. Morgan Securities Inc.
Morgan Stanley & Co.
Incorporated
The date of this Prospectus Supplement is September 6, 1995.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION OR BY ANY UNDERWRITER. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER OF
ANY SECURITIES OTHER THAN THE DEBENTURES.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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RATIOS OF EARNINGS TO FIXED CHARGES
(Unaudited)
Six Months Ended
June 30,
----------------
1995 1994
---- ----
3.12 3.09
See "Ratios of Earnings to Fixed Charges" in the accompanying Prospectus
for additional information.
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USE OF PROCEEDS
Net proceeds from the sale of the Debentures will be used for general
corporate purposes, including the repayment of existing indebtedness.
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DESCRIPTION OF DEBENTURES
The Debentures offered hereby will be limited to $500,000,000 aggregate
principal amount and are to be issued under an Indenture dated as of November
15, 1990, as amended by the Trust Indenture Reform Act of 1990, and all
indentures supplemental thereto (hereinafter referred to as the "Indenture"),
which is more fully described in the accompanying Prospectus.
The Debentures are not redeemable by the Corporation prior to maturity.
The Debentures will bear interest from September 1, 1995, payable semiannually
on each March 1 and September 1, beginning March 1, 1996, to the persons in
whose names the Debentures are registered at the close of business on the 15th
day of the calendar month next preceding such March 1 or September 1.
The Debentures will be issued in book-entry form. See "Book-Entry,
Delivery and Form" in the accompanying Prospectus.
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Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be
made by the Corporation in immediately available funds.
The Debentures will trade in the Depository's Same-Day Funds Settlement
System until maturity, and secondary market trading activity in the Debentures
will therefore be required by the Depository to settle in immediately
available funds.
UNDERWRITING
Under the terms and subject to the conditions contained in an
Underwriting Agreement dated September 6, 1995, the Underwriters named below
have severally agreed to purchase and the Corporation has agreed to sell to
them, severally, the respective principal amounts of Debentures set forth
below.
PRINCIPAL
UNDERWRITER AMOUNT
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Salomon Brothers Inc .................................. $100,000,000
Bear, Stearns & Co. Inc. .............................. 100,000,000
Lehman Brothers Inc. .................................. 100,000,000
J.P. Morgan Securities Inc. ........................... 100,000,000
Morgan Stanley & Co. Incorporated ..................... 100,000,000
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Total .............................................. $500,000,000
============
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Corporation currently has no intention to list the Debentures on any
securities exchange, and there can be no assurance that there will be a
secondary market for the Debentures. However, from time to time, the
Underwriters may make a market in the Debentures.
The Corporation has been advised by Salomon Brothers Inc, Bear, Stearns
& Co. Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated, as the Underwriters, that the Underwriters propose
to offer the Debentures to the public initially at the offering price set
forth on the cover page of this Prospectus Supplement and to certain dealers
at such price less a concession not in excess of .50% of the principal amount
of the Debentures. The Underwriters may allow, and such dealers may reallow,
a discount not in excess of .25% of such principal amount on sales to certain
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
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John G. Smale and Dennis Weatherstone, directors of J.P. Morgan & Co.
Incorporated, of which J.P. Morgan Securities Inc. is an indirect
wholly-owned subsidiary, are directors of the Corporation. In addition, John
G. Smale is Chairman of the Board of Directors of the Corporation. In the
ordinary course of their respective businesses, affiliates of J.P. Morgan
Securities Inc. have engaged, and will in the future engage, in commercial
banking and investment banking transactions with General Motors Corporation.
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LEGAL OPINIONS
The validity of the Debentures offered hereby will be passed on for the
Corporation by Martin I. Darvick, Esq., Attorney, General Motors Legal Staff,
and for the Underwriters by Davis Polk & Wardwell. Mr. Darvick owns shares of
General Motors $1 2/3 per value common stock, including shares subject to
option.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for the Corporation in various matters.
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PROSPECTUS
General Motors Corporation
Debt Securities
Debt Warrants to Purchase Debt Securities
General Motors Corporation (the "Corporation," "General Motors" or "GM"),
directly, through agents designated from time to time, or through dealers or
underwriters also to be designated, may offer from time to time its debt
securities (the "Debt Securities") and its debt warrants (the "Debt Warrants")
to purchase any of the Debt Securities, for issuance and sale, at an aggregate
initial offering price not to exceed $2,285,000,000 (or the equivalent in
foreign denominated currency or currencies including European Currency Units),
on terms to be determined at the time of sale. The Debt Securities and the
Debt Warrants are herein collectively called the "Securities". The terms of
the Debt Securities, including, where applicable, the specific designation,
aggregate principal amount, denominations, maturity, rate of interest (or
manner of calculation), time of payment of interest (if any), the currency or
currency units in which payments in respect of Debt Securities may be made,
any terms for redemption, listing (if any) on a securities exchange, the
public offering price and the agents, dealers or underwriters (if any) in
connection with the sale of the Debt Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"). Debt Securities may be issued in
registered form without coupons, in bearer form with coupons attached, or in
the form of one or more global securities. Debt Warrants may be offered with
the Debt Securities or separately. Where Debt Warrants are to be offered, a
Prospectus Supplement shall set forth the offering price or terms, a
description of the Debt Securities for which each Debt Warrant is exercisable,
the aggregate number, exercise price or prices, the aggregate principal
amount, exercise period or periods, the expiration date or dates of the Debt
Warrants, the currency or currencies in which such Debt Warrants are
exercisable, the price or prices (if any) at which the Debt Warrants may be
redeemed at the option of the holder or will be redeemed upon expiration, and
the Warrant Agent acting under the Debt Warrant Agreement pursuant to which
the Debt Warrants are to be issued. The Corporation reserves the sole right
to accept and, together with its agents from time to time, to reject in whole
or in part any proposed purchase of Securities to be made directly or through
agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
If an agent of the Corporation or a dealer or underwriter is involved in
the sale of the Securities in respect of which this Prospectus is being
delivered, the agent's commission or dealer's or underwriter's discount is
set forth in, or may be calculated from, the Prospectus Supplement and the
net proceeds to the Corporation from such sale will be the purchase price of
such Securities less such commission in the case of an agent, the purchase
price of such Securities in the case of a dealer or the public offering price
of such Securities less such discount in the case of an underwriter, and less,
in each case, the other attributable issuance expenses. The aggregate
proceeds to the Corporation from all the Securities will be the purchase price
of such Securities sold less the aggregate of agents' commissions and
underwriters' discounts and other expenses, if any, of issuance and
distribution. See "Plan of Distribution" for possible indemnification
arrangements for the agents, dealers and underwriters.
July 9, 1991
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No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Corporation or any underwriter, dealer or agent. This
Prospectus does not constitute an offer to sell or a solicitation of any offer
to buy any of the Securities offered hereby in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the
Corporation since the date hereof or that the information is correct as of any
time subsequent to its date.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed by the Corporation
with the Commission can be inspected, and copies may be obtained at the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as the following Regional Offices of the Commission, at
prescribed rates, 230 South Dearborn Street, Chicago, Illinois 60604 and 75
Park Place, New York, New York 10007. Copies of such information can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Corporation's common stock, $1-2/3 par value, is listed on the New York,
Midwest, Pacific and Philadelphia Stock Exchanges. Reports, proxy statements
and other information concerning the Corporation can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, the Midwest Stock Exchange, Inc., 120 South LaSalle Street,
Chicago, Illinois 60603, the Pacific Stock Exchange, Inc., 233 South Beaudry
Street, Los Angeles, California 90012 and 301 Pine Street, San Francisco,
California 94104, and the Philadelphia Stock Exchange, Inc., 1900 Market
Street, Philadelphia, Pennsylvania 19103.
The Prospectus constitutes a part of a Registration Statement filed by
the Corporation with the Commission under the Securities Act of 1933, as
amended (the "Securities Act of 1933"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Corporation and the Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1990 and Quarterly Report
on Form 10-Q for the quarter ended March 31, 1991 filed pursuant to Section 13
of the Securities Exchange Act of 1934 with the Commission.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part thereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Corporation will provide without charge upon written or oral
request by any person to whom this Prospectus is delivered a copy of any or
all of the documents described above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Such
request should be directed to:
General Motors Corporation
General Motors Building
3044 West Grand Boulevard, Room 11-128
Detroit, Michigan 48202
(313) 556-2044
GENERAL MOTORS CORPORATION
The major portion of the Corporation's operations is derived from the
automotive products industry, consisting of the design, manufacture, assembly,
and sale of automobiles, trucks, and related parts and accessories. General
Motors also has financing, insurance, defense and electronic data processing
operations and produces products and provides services in other industries.
The financing and insurance operations assist in the merchandising of General
Motors' products as well as other products. General Motors Acceptance
Corporation ("GMAC") and its subsidiaries, as well as certain other
subsidiaries of General Motors, offer financial services and certain types of
insurance to dealers and customers. In addition, subsidiaries of GMAC are
engaged in mortgage banking operations. GM Hughes Electronic Corporation, a
wholly-owned subsidiary of the Corporation, designs and produces defense and
automotive electronics and satellite communications networks for defense and
commercial applications and provides satellite communications services.
Electronic Data Systems Corporation, another wholly-owned subsidiary of the
Corporation, designs, installs and operates business information and
telecommunications systems. The Corporation or its subsidiaries are also
engaged in the design, development, and manufacture of locomotives; turboshaft
and turboprop engines for military and commercial aerospace usage; compressor,
generator, and marine gas turbine engine applications; and specialized
automated production and test equipment.
Substantially all of the products in the automotive segment are marketed
through retail dealers and through distributors and jobbers in the United
States and Canada and through distributors and dealers overseas. At December
31, 1990, there were approximately 10,400 General Motors motor vehicle dealers
in the United States and Canada and approximately 5,100 outlets overseas.
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General Motors principal executive offices are located at 3044 West Grand
Boulevard, Detroit, Michigan 48202; (313) 556-5000, and 767 Fifth Avenue, New
York, New York 10153; (212) 418-6100.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, net
proceeds from the sale of the Securities will be used in the Corporation's
global automotive and financing businesses.
RATIOS OF EARNINGS TO FIXED CHARGES
(Unaudited)
The following table sets forth the consolidated ratios of earnings to
fixed charges for the Corporation for the periods indicated.
Three Months Ended
March 31, Years Ended December 31,
------------------ --------------------------------
1991 1990 1990 1989 1988 1987 1986
---- ---- ---- ---- ---- ---- ----
* 1.6 * 1.74 1.88 1.60 1.48
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*In the three months ended March 31, 1991 and in the year 1990,
earnings were inadequate to cover fixed charges by $198.1 million
and $1,827.4 million, respectively.
For purposes of computing the ratios of earnings to fixed charges, "earnings"
consist of consolidated income (loss) before cumulative effect of accounting
change plus income taxes (credit) and fixed charges included in net income
(loss) after eliminating the amortization of capitalized interest and the
undistributed (earnings) losses of associates; "fixed charges" consist of
interest and related charges on debt, that portion of rentals deemed to be
interest, and interest capitalized in the period.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an Indenture,
dated as of November 15, 1990 and as further amended by the Trust Indenture
Reform Act of 1990 (the "Indenture"), between the Corporation and Citibank,
N.A. as Trustee (the "Trustee"), a copy of which is filed as an exhibit to the
Registration Statement. Numerical references in parentheses below are to
sections in the Indenture. The following summaries of certain provisions of
the Indenture and the Debt Securities do not purport to be complete and such
summaries are subject to, and are qualified in their entirety by reference to,
all provisions of the Indenture, including the definition therein of certain
terms.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, except as authorized from time to time in
one or more series by the Corporation's Board of Directors (Section 2.01 of
the Indenture).
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General
Reference is made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the following terms
of the Debt Securities (to the extent such terms are applicable to such Debt
Securities):
(1) the designation of such Debt Securities;
(2) the authorized denominations and the aggregate principal amount
of such Debt Securities;
(3) the percentage of their principal amount at which such Debt
Securities will be issued;
(4) the date or dates on which such Debt Securities will mature;
(5) the rate or rates per annum, if any, which may be fixed or
variable, at which such Debt Securities will bear interest, if any, and,
if the rate is variable, the manner of calculation thereof;
(6) the date or dates from which interest, if any, shall accrue or
the method by which such date or dates shall be determined and the date
or dates at which such interest, if any, will be payable and the record
dates therefor;
(7) the period or periods within which, the terms and conditions
upon which, such Debt Securities may be redeemed and the redemption
price or prices;
(8) any mandatory or optional sinking fund or purchase fund or
analogous provisions;
(9) the provisions, if any, for the defeasance of the Debt
Securities;
(10) the form (registered or bearer) in which Debt Securities may be
issued, any restrictions applicable to the exchange of one form for
another and to the offer, sale and delivery of Debt Securities in either
form;
(11) whether and under what circumstances the Corporation will pay
additional amounts (the "Additional Amounts") on Debt Securities held by
a person who is not a United States person (as defined in the Prospectus
Supplement) in respect of specified taxes, assessments or other
governmental charges withheld or deducted, and if so, whether the
Corporation has the option to redeem the affected Debt Securities rather
than pay such Additional Amounts;
(12) the currency or currencies in which such Debt Securities are
issuable or payable;
(13) the exchanges, if any, on which such Debt Securities may be
listed;
(14) whether such Debt Securities shall be issued in book-entry
form;
(15) the place or places where the principal of, premium, if any,
and interest, if any, on the Debt Securities will be payable; and
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(16) any other specific terms of the Debt Securities, including any
additional covenants applicable to such Debt Securities and any terms
which may be required or advisable under applicable laws or regulations.
(Sections 2.04 and 4.02 of the Indenture).
The Securities will be unsecured and will rank pari passu with all other
unsecured and unsubordinated indebtedness of the Corporation.
Unless otherwise specified in a Prospectus Supplement, principal and
interest, if any, will be payable, and, unless the Debt Securities are issued
in book-entry form, the Debt Securities offered hereby will be transferable,
at the office of the Trustee, 111 Wall Street, 5th Floor, New York, New York
10043, provided that payment of interest may be made at the option of the
Corporation by check mailed to the address of the person entitled thereto.
Principal of and premium, interest and Additional Amounts, if any, on Debt
Securities in bearer form, and coupons appertaining thereto, if any, will be
payable against surrender of such Debt Securities or coupons, as the case may
be, subject to any applicable laws and regulations, at such paying agencies
outside the United States as the Corporation may appoint from time to time at
the places and subject to the restrictions set forth in the Indenture, the
Debt Securities and the Prospectus Supplement. (Section 4.02 of the
Indenture). Debt Securities in bearer form and the coupons, if any,
appertaining thereto will be transferable by delivery. No service charge will
be made for any transfer or exchange of such Debt Securities, but the
Corporation may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 2.05 of the
Indenture).
Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest
payable on any interest payment date, to be determined by reference to one or
more currency exchange rates, commodity prices, equity indices or other
factors. Holders of such Debt Securities may receive a principal amount on
any principal payment date, or a payment of interest on any interest payment
date, that is greater than or less than the amount of principal or interest
otherwise payable on such dates, depending upon the value on such dates of the
applicable currencies, commodities, equity indices or other factors.
Information as to the methods for determining the amount of principal or
interest payable on any date, the currencies, commodities, equity indices or
other factors to which the amount payable on such date is linked and certain
additional Federal income tax considerations will be set forth in the
Prospectus Supplement relating thereto.
As used herein, the term Debt Securities shall include Debt Securities
denominated in United States dollars or, at the option of the Corporation if
so specified in the applicable Prospectus Supplement, in any other freely
transferable currency or units based on or relating to foreign currencies,
including European Currency Units.
If a Prospectus Supplement specifies that Debt Securities are denominated
in a currency or currency unit other than United States dollars, such
Prospectus Supplement shall also specify the denominations in which such Debt
Securities will be issued and the coin or currency in which the principal,
premium, if any, and interest, if any, on such Debt Securities, 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.
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If a Prospectus Supplement specifies that Debt Securities will have a
redemption option, such option to elect repurchase constitutes an issuer
tender offer under the Securities Exchange Act of 1934. The Corporation will
comply with all issuer tender offer rules and regulations under such Act,
including Rule 14e-1 if such option is elected, including making any required
filings with the Securities and Exchange Commission and furnishing certain
required information to the holders of the Debt Securities.
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. Special considerations applicable to the Debt Securities of
any series, including any special Federal income tax consequences applicable
to any discounted Debt Securities or to certain Debt Securities issued at par
which are treated as having been issued at discount or to Debt Securities
denominated or payable in foreign currencies or currency units, will be
described in the Prospectus Supplement relating thereto.
Book-Entry, Delivery and Form
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued in the form of one or more fully registered global
securities (collectively, the "Registered Global Debt Securities") which will
be deposited with, or on behalf of, The Depository Trust Corporation, New
York, New York (the "Depository") and registered in the name of the
Depository's nominee. Except as set forth below, the Registered Global Debt
Securities 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 as follows: It is a limited-purpose trust
company which was created to hold securities for its participating
organizations (the "Participants") 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 securities brokers and dealers (including the
underwriters named in the Prospectus Supplement), banks and trust companies,
clearing corporations and 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 ("indirect
participants"). 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 (i)
upon issuance of the Debt Securities by the Corporation, the Depository will
credit the accounts of Participants designated by the underwriters with the
principal amounts of the Debt Securities purchased by the underwriters, and
(ii) ownership of beneficial interests in the Registered Global Debt
Securities 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 Registered Global Debt
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 transfer beneficial interests in the Registered
Global Debt Securities is limited to such extent.
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As long as the Depository's nominee is the registered owner of the
Registered Global Debt 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, owners of beneficial interests in the
Registered Global Debt Securities will not be entitled to have any of the Debt
Securities registered in their names, will not receive or be entitled to
receive physical delivery of the Debt Securities in definitive form, and will
not be considered the owners or holders thereof under the Indenture.
Neither the Corporation, the Trustee, any Paying Agent 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 of
the Registered Global Debt Securities, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Principal 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 Registered Global Debt
Securities. Under the terms of the Indenture, the Corporation and the Trustee
will treat the persons in whose names the Debt Securities are registered as
the owners of such Debt Securities for the purpose of receiving payment of
principal and interest on the Debt Securities and for all other purposes
whatsoever. Therefore, neither the Corporation, the Trustee nor any Paying
Agent has any direct responsibility or liability for the payment of principal
or interest on the Debt Securities to owners of beneficial interests in the
Registered Global Debt Securities. The Depository has advised the Corporation
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 Registered Global Debt
Securities as shown on the records of the Depository. Payments by
Participants and indirect participants to owners of beneficial interests in
the Registered Global Debt Securities will be the responsibility of the
Participants or indirect participants and will be governed by 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."
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Corporation
within 90 days, the Corporation will issue Debt Securities in definitive form
in exchange for the Registered Global Debt Securities. In addition, the
Corporation may at any time determine not to have the Debt Securities
represented by the Registered Global Debt Securities and, in such event, will
issue Debt Securities in definitive form in exchange for the Registered Global
Debt Securities. In either instance, an owner of a beneficial interest in
Registered Global Debt Securities will be entitled to have Debt Securities
equal in principal amount to such beneficial interest registered in its name
and will be entitled to physical delivery of such Debt Securities in
definitive form. Debt Securities so issued in definitive form will be issued
in denominations of $1,000 and integral multiples thereof and will be issued
in registered form only, without coupons; however, Medium-Term Notes issued
pursuant to a Prospectus Supplement will be issued in denominations of
$100,000 or any amount in excess thereof which is an integral multiple of
$1,000 (or in such other denominations as shall be provided in an applicable
Pricing Supplement) and will be issued in registered form only, without
coupons. No service charge will be made for any transfer or exchange of such
Debt Securities, but the Corporation may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
(Section 2.05 of the Indenture).
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The Debt Securities of a series may also be issued in the form of one or
more bearer global securities (a "Bearer Global Debt Security") that will be
deposited with a common depositary for Euroclear and CEDEL S.A. or with a
nominee for such depositary identified in the Prospectus Supplement relating
to such series. The specific terms and procedures, including the specific
terms of the depositary arrangement, with respect to any portion of a series
of Debt Securities to be represented by a Bearer Global Debt Security will be
described in the Prospectus Supplement relating to such series.
Certain Covenants
The only financial convenant applicable to the Debt Securities is that
described under "Certain Covenants as to Liens" below. That covenant requires
that the Debt Securities be equally and ratably secured in the circumstances
described therein but has no special application merely by virtue of the
occurrence of any transaction or series of transactions resulting in material
changes in the Corporation's debt-to-equity ratio.
Definitions Applicable to Covenants. The following definitions shall
be applicable to the 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 the chairman, president, any vice chairman,
any vice president, the treasurer or any assistant treasurer of the
Corporation), 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 the Corporation's
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 the Corporation as of the end of the fiscal year immediately
preceding the date of determination; provided, however, that
"Manufacturing Subsidiary" shall not include Electronic Data Systems
Corporation and its Subsidiaries, GM 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
instalment receivables or otherwise providing financial or insurance
services to the Corporation or others or which is principally engaged in
financing the Corporation's 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 the Corporation 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 the Corporation
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 the
Corporation, or by one or more Subsidiaries, or by the Corporation and
one or more Subsidiaries. (Section 4.08 of the Indenture).
Limitation on Liens. For the benefit of the Debt Securities, the
Corporation 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 the Corporation 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 Debt Securities (together with, if the Corporation shall so
determine, any other indebtedness of the Corporation or such Manufacturing
Subsidiary ranking equally with the 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 the Corporation 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 the Corporation and its consolidated Subsidiaries, as
determined in accordance with generally accepted accounting principles and
shown on the audited consolidated balance sheet contained in the latest
published annual report to the stockholders of the Corporation.
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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 the Corporation 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 the
Corporation 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 the Corporation or a Manufacturing
Subsidiary of improvements to such acquired property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to
the Corporation or to another Subsidiary;
(iv) Mortgages on property of a corporation existing at the time
such corporation is merged or consolidated with the Corporation 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 the Corporation or a Manufacturing
Subsidiary;
(v) Mortgages on property of the Corporation 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), inclusively;
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). (Section 4.06 of the
Indenture).
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Limitation on Sale and Lease-Back. For the benefit of the Debt
Securities, the Corporation will not, nor will it permit any Manufacturing
Subsidiary to enter into any arrangement with any person providing for the
leasing by the Corporation or any Manufacturing Subsidiary of any Principal
Domestic Manufacturing Property owned by the Corporation 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 the Corporation and a Manufacturing Subsidiary or between
Manufacturing Subsidiaries), which property has been or is to be sold or
transferred by the Corporation or such Manufacturing Subsidiary to such
person, unless either:
(i) the Corporation 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 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) the Corporation 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 the Corporation or any Manufacturing Subsidiary (other than Debt
owned by the Corporation 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. (Section 4.07 of the Indenture).
Defeasance
If the terms of a particular series of Debt Securities so provide, the
Corporation may, at its option, (a) discharge its indebtedness and its
obligations under the Indenture with respect to such series or (b) not comply
with certain covenants contained in the 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. The Prospectus Supplement will
more fully describe the provisions, if any, relating to such defeasance.
(Section 12.02 of the Indenture).
Modification of the Indenture
The Indenture provides that the Corporation and the Trustee may enter
into supplemental indentures without the consent of the holders of the Debt
Securities to (a) evidence the assumption by a successor corporation of the
obligations of the Corporation, (b) add covenants for the protection of the
holders of the Debt Securities, (c) add or change any of the provisions of the
Indenture to permit or facilitate the issuance of Debt Securities of any
series in bearer form, (d) cure any ambiguity or correct any inconsistency in
such Indenture, (e) establish the form or terms of Debt Securities of any
series as permitted by the terms of the Indenture and (f) evidence the
acceptance of appointment by a successor trustee. (Section 10.01 of the
Indenture).
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The Indenture also contains provisions permitting the Corporation 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 66-2/3% in 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 (i) 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 or Additional
Amounts 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 interest, premium or Additional Amounts on, any Debt Security payable
in any coin or currency other than that provided in such Debt Security, (ii)
impair the right to initiate suit for the enforcement of any such payment on
or after the stated maturity thereof, or (iii) reduce the aforesaid percentage
of Debt Securities, the consent of the holders of which is required for any
such modification, or the percentage required for the consent of the holders
to waive defaults, without the consent of the holder of each Debt Security so
affected. (Section 10.02 of the Indenture).
Events of Default
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being:
(i) default in payment of any principal or premium, if any, on such
series;
(ii) default for 30 days in payment of any interest or Additional
Amounts on such series;
(iii) default for 90 days after notice in performance of any other
covenant applicable to the Debt Securities; or
(iv) certain events of bankruptcy, insolvency or reorganization.
(Section 6.01 of the Indenture).
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 under clause (i), (ii) or (iii) 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 under clause (iv) 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 case may be),
except in a case of failure to pay principal or premium, if any, or interest
or Additional Amounts in respect of such Debt Security for which payment had
not been subsequently made. (Section 6.01 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, interest or
Additional Amounts) if it considers it in the interests of the securityholders
to do so. (Section 6.07 of the Indenture).
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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. (Sections 7.01 and 7.02 of the Indenture). Subject to such
provisions for the indemnification of the Trustee and to certain other
limitations, the holders of a majority in aggregate principal amount of the
Debt Securities of all series affected (voting as one 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. (Section 6.06 of the
Indenture).
Concerning the Trustee
Citibank, N.A. is the Trustee under the Indenture. Citibank, N.A. acts
as depositary for funds of, makes loans to, acts as trustee and performs
certain other services for, the Corporation and certain of its subsidiaries
and affiliates in the normal course of its business. Roger B. Smith, a
director of the Corporation, is also a director of Citibank, N.A.'s parent
corporation, Citicorp.
DESCRIPTION OF DEBT WARRANTS
General
The Corporation may issue, together with Debt Securities or separately,
Debt Warrants for the purchase of Debt Securities. If the Debt Warrants are
issued together with any Debt Securities, they may be attached to or separate
from such Debt Securities. The Debt Warrants are to be issued under one or
more separate Warrant Agreements (each a "Debt Warrant Agreement") between the
Corporation and a banking institution organized under the laws of the United
States or one of the States thereof (each a "Warrant Agent").
The following statements with respect to the Debt Warrants are summaries
of the Debt Warrant Agreement, a form of which is filed as an exhibit to the
Registration Statement. Such summaries of certain provisions of the Debt
Warrant Agreement and the Debt Warrants do not purport to be complete and such
summaries are subject to the detailed provisions of the Debt Warrant Agreement
to which reference is hereby made for a full description of such provisions,
including the definition of certain terms used herein, and for other
information regarding the Debt Warrants. Wherever particular provisions of
the Debt Warrant Agreement or terms defined therein are referred to, such
provisions or definitions are incorporated by reference as a part of the
statements made, and the statements are qualified in their entirety by such
reference.
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The Debt Warrants will be evidenced by Debt Warrant Certificates (the
"Debt Warrant Certificates") and, except as otherwise specified in an
applicable Prospectus Supplement, may be traded separately from any Debt
Securities with which they may be issued. Debt Warrant Certificates may be
exchanged for new Debt Warrant Certificates of different denominations at the
office of the Warrant Agent. The holder of a Debt Warrant does not have any
of the rights of a holder of a Debt Security in respect of, and is not
entitled to any payments on, any Debt Securities issuable (but not yet issued)
upon exercise of the Debt Warrants. The Debt Warrants may be issued in one or
more series, and reference is made to the applicable Prospectus Supplement
relating to the particular series of Debt Warrants offered thereby for the
terms of, and other information with respect to, such Debt Warrants,
including:
(1) the title and the aggregate number of Debt Warrants;
(2) the designation, aggregate principal amount, currency or
currencies and terms of the Debt Securities that may be purchased upon
exercise of the Debt Warrants;
(3) the price or prices at which such Debt Warrants are exercisable;
(4) the currency or currencies in which such Debt Warrants are
exercisable;
(5) the places at which such Debt Warrants are exercisable and the
date on which the right to exercise the Debt Warrants shall commence and
the date on which such right shall expire (the "Debt Warrant Expiration
Date") or, if the Debt Warrants are not continuously exercisable
throughout such period, the specific date or dates on which they will be
exercisable (each, a "Debt Warrant Exercise Date", which term shall also
mean, with respect to Debt Warrants continuously exercisable for a
period of time, every date during such period);
(6) the terms of any mandatory or optional call provisions;
(7) the price or prices, if any, at which the Debt Warrants may be
redeemed at the option of the holder or will be redeemed upon
expiration;
(8) the identity of the Debt Warrant Agent;
(9) the exchanges, if any, on which such Debt Warrants may be
listed;
(10) whether such Debt Warrants shall be issued in book-entry form;
(11) if applicable, the designation and terms of the Debt Securities
with which the Debt Warrants are issued and the number of Debt Warrants
issued with each of such Debt Securities;
(12) if applicable, the date on and after which the Debt Warrants
and the related Debt Securities will be separately transferable;
(13) whether the Debt Warrant Certificates will be in registered
form or bearer form or both;
(14) any applicable Federal income tax consequences;
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(15) when the Debt Warrant Agreement, the Debt Warrant Certificates
and the Debt Warrants may be amended;
(16) the price at which the Debt Warrants will be issued; and
(17) any other terms of the Debt Warrants.
Exercise of Debt Warrants
Debt Warrants in registered form may be exercised by payment to the
Warrant Agent of the exercise price, in each case in such currency or
currencies as are specified in the Debt Warrant, and by communicating to the
Warrant Agent the identity of the Debt Warrantholder and the number of Debt
Warrants to be exercised. Upon receipt of payment and the Debt Warrant
Certificate properly completed and duly executed, at the office of the Warrant
Agent, the Warrant Agent will, as soon as practicable, arrange for the
issuance of the applicable Debt Securities, the form of which shall be set
forth in the Prospectus Supplement. If less than all of the Debt Warrants
evidenced by a Debt Warrant Certificate are exercised, a new Debt Warrant
Certificate will be issued for the remaining amounts of Debt Warrants. A more
complete summary for the exercise of Debt Warrants in registered form and for
exercises of Debt Warrants in bearer form is contained in the Prospectus
Supplement accompanying this Prospectus.
PLAN OF DISTRIBUTION
The Corporation may sell the Securities being offered hereby in any of
four ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters, and (iv) through dealers.
Offers to purchase Securities may be solicited directly by the
Corporation or by agents designated by the Corporation from time to time. Any
such agent, 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 the Corporation to such agent set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment (ordinarily five business days or less).
Agents may be entitled under agreements which may be entered into with the
Corporation to indemnification by the Corporation against certain civil
liabilities, including liabilities under the Securities Act of 1933, and may
be customers of, engage in transactions with, or perform services for, the
Corporation in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the
Corporation 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 the applicable 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. The underwriters
may be entitled, under the relevant underwriting agreement, to indemnification
by the Corporation against certain liabilities, including liabilities under
the Securities Act of 1933.
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If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Corporation 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. Dealers may be entitled to indemnification by the Corporation against
certain liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the applicable Prospectus Supplement, the Corporation
will authorize agents and underwriters to solicit offers by certain
institutions to purchase Securities from the Corporation at the public
offering price set forth in the Prospectus Supplement pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the
date stated in the Prospectus Supplement. Each Contract will be for an amount
not less than, and unless the Corporation otherwise agrees the aggregate
principal amount of Securities sold pursuant to Contracts shall be not less
nor more than, the respective amounts stated in the applicable Prospectus
Supplement. Institutions with whom Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but shall in all cases be subject to the approval of the
Corporation. Contracts will not be subject to any conditions except that the
purchase by an institution of the Securities covered by its 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 applicable Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted
by the Corporation.
The place and time of delivery for the Securities in respect of which
this Prospectus is delivered are set forth in the applicable Prospectus
Supplement.
EXPERTS
The consolidated financial statements and financial statement schedules
included in the Corporation's 1990 Annual Report on Form 10-K, incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche (as to
financial statements and financial statement schedules of General Motors
Corporation and GM Hughes Electronics Corporation) and by KPMG Peat Marwick
(as to financial statements of Electronic Data Systems Corporation),
independent auditors, as stated in their respective reports appearing therein,
and have been so incorporated by reference herein in reliance upon such
reports given upon the authority of said firms as experts in accounting and
auditing.
LEGAL OPINIONS
Unless otherwise indicated in the Prospectus Supplement relating to the
Securities, the legality of the Securities offered hereby will be passed upon
for the Corporation by Warren G. Andersen, Attorney, General Motors Legal
Staff. Certain matters relating to federal income tax considerations, if set
forth in an applicable Prospectus Supplement, will be passed on by Peter F.
Hiltz, Senior Tax Counsel, Tax Staff of General Motors. Mr. Andersen and Mr.
Hiltz are the beneficial owners of shares of each class of General Motors
Common Stock. Mr. Andersen holds options to purchase shares of the
Corporation's $1-2/3 par value common stock. Unless otherwise indicated in
the Prospectus Supplement relating to the Securities, certain legal matters
relating to the Securities will be passed upon for the Underwriters by Davis
Polk & Wardwell. Davis Polk & Wardwell acts as counsel to the Incentive and
Compensation Committee of the Board of Directors of the Corporation and has
acted as counsel to the Corporation in various matters.
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