-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PK8VN4EbOhzZU52sJtE9L17MB9rm3AzqBf4HkI2aTk9P9wz6EDzCEViQm37uOoyx mi+80j+ZycdxvIT0JSWHwA== 0000040730-02-000019.txt : 20020414 0000040730-02-000019.hdr.sgml : 20020414 ACCESSION NUMBER: 0000040730-02-000019 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020228 EFFECTIVENESS DATE: 20020228 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-83514 FILM NUMBER: 02561786 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 S-3MEF 1 s3462additional625.txt ADDITIONAL REGISTRATION As filed with the Securities and Exchange Commission on February 28, 2002 No. 333- ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- 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 38-0572515 Company (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 300 Renaissance Center 1908 Colonel Sam Drive Detroit, Michigan 48265-3000 Oshawa, Ontario L1H8P7 (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, Chief Accounting Officer Sharon Y. Pentz, Chief Executive General Motors Corporation Officer, 300 Renaissance Center Chief Financial Officer and Principal Detroit, Michigan 48265-3000 Accounting Officer (313) 556-5000 General Motors Nova Scotia Finance Company 1908 Colonel Sam Drive Oshawa, Ontario L1H8P7 (905) 644-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies of all communications, including communications sent to agent for service, should be sent to: Martin I. Darvick, Esq. Fraser MacFadyen Francis, J. Morison, Esq. General Motors Corporation Stewart McKelvey Stirling Davis Polk & Wardwell 300 Renaissance Center Scales 450 Lexington Avenue Detroit, Michigan 900-1959 Upper Water New York, New York 10017 48265-3000 Street (212) 450-4000 (313) 556-5000 Halifax, Nova Scotia B3J2X2 Approximate date of commencement of proposed sale to the public: As soon as practicable 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, 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. X No. 333-75534 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 ============================================================================ Proposed Maximum Title of Each Class of Securities Aggregate Offering Amount of to be Registered Price (1)(2)(3)(4) Registration Fee - ---------------------------------------------------------------------------- Debt Securities of GM............ $625,000,000 $57,500 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................. Depositary Shares of GM (5)...... Warrants of GM................... Units of GM...................... Debt Securities of GM Nova Scotia Guarantees of Debt Securities of GM Nova Scotia (6)............... =============================================================================== (1) This Registration Statement also covers such indeterminate number of shares of Preferred Stock, Preference Stock and Common Stock of GM as shall be issuable or deliverable upon conversion of any Debt Securities, Preferred Stock or Preference Stock of GM registered hereby which are convertible into such Preferred Stock, Preference Stock or Common Stock. (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 $625,000,000 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 $625,000,000 or (c) are issued with their principal amount payable at maturity to be determined with reference to currency exchange rate or other index, such principal amount as shall result in an aggregate initial offering price of $625,000,000. (3) 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 a Registrant in connection with, and at the time of, the issuance by such Registrant of the securities registered hereunder. (4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). (5) Depositary shares representing Preferred Stock or Preference Stock of GM. (6) No Proceeds will be received by GM for the Guarantees. The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. =============================================================================== INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-75534) filed by General Motors Corporation and General Motors Nova Scotia Finance Company (the "Earlier Registration Statement") with the Securities and Exchange Commission (the "Commission") on December 20, 2001, which was declared effective by the Commission on January 2, 2002, including the exhibits thereto, are incorporated by reference into this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. Reference is made to the attached Exhibit Index. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, General Motors Corporation 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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on February 28, 2002. GENERAL MOTORS CORPORATION By: * -------------------------------------- (John F. Smith, Jr., Chairman of the Board of Directors) Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on February 28, 2002: Signatures Capacity ---------- -------- * 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(1) (John M. Devine) * Vice President and Treasurer(1) - ---------------------------- (Eric A. Feldstein) * Controller(2) - ---------------------------- (Wallace W. Creek) * Assistant Controller and Chief - ---------------------------- Accounting Officer (2) (Peter R. Bible) * Director - ---------------------------- (Percy N. Barnevik) * Director - ---------------------------- (John H. Bryan) * Director - ---------------------------- (Thomas E. Everhart) * Director - ---------------------------- (George M.C. Fisher) * Director - ---------------------------- (Nobuyuki Idei) * Director - ---------------------------- (Karen Katen) Director - ---------------------------- (Alan G. Lafley) * Director - ---------------------------- (J. Willard Marriott, Jr.) * Director - ---------------------------- (E. Stanley O'Neal) * Director - ---------------------------- (Eckhard Pfeiffer) * Director - ---------------------------- (Lloyd D. Ward) (1) Denotes the Principal Financial Officers. (2) Denotes the Principal Accounting Officers. *The undersigned, by signing his name hereto, does sign and execute this Registration Statement pursuant to the Power of Attorney executed by each of the above-named officers and directors of General Motors Corporation and previously filed with the Securities and Exchange Commission on behalf of such officers and directors as part of the Earlier Registration Statement. By: /s/ Martin I. Darvick - ----------------------------------- Martin I. Darvick SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Ontario, on February 28, 2002. Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed on February 28, 2002 by the following persons in the capacities indicated. Signatures Capacity ---------- -------- * Chief Executive Officer, - ---------------------------- Chief Financial Officer, (Sharon Y. Pentz) Principal Accounting Officer and Director /s/ Neil J. Macdonald Director - ---------------------------- (Neil J. Macdonald) *The undersigned, by signing his name hereto, does sign and execute this Registration Statement pursuant to the Power of Attorney executed by the above-named officer and director of General Motors Nova Scotia Finance Company and previously filed with the Securities and Exchange Commission on behalf of such officer and director as part of the Earlier Registration Statement. By: /s/ Neil J. Macdonald - ----------------------------------- Neil J. Macdonald EXHIBIT INDEX Exhibit No. Description ----------- ----------- 5.1 Opinion of Counsel. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche. 24.1* Powers of Attorney. * Incorporated by reference to the Earlier Registration Statement (File No. 333-75534) EX-5 3 exh5legal625m.txt LEGAL CONSENT EXHIBIT 5.1 GENERAL MOTORS CORPORATION 300 RENAISSANCE CENTER DETROIT, MICHIGAN 48265 February 28, 2002 GENERAL MOTORS CORPORATION 300 Renaissance Center Detroit, Michigan 48265 Dear Sirs: I have acted as attorney for General Motors Corporation (the "Corporation") in connection with the preparation of a registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement is being filed pursuant to Rule 462(b) of the Act and relates to the Registration Statement on Form S-3 filed by the Corporation and General Motors Nova Scotia Finance Company (File No. 333-75334). The Registration Statement relates to the offering by the Corporation of debt securities ("Debt Securities"), common stock ("Common Stock"), preference stock ("Preference Stock"), preferred stock ("Preferred Stock"), depositary shares ("Depositary Shares") representing Preference Stock or Preferred Stock, in each case evidenced by depositary receipts (the "Receipts"), warrants for the purchase of Debt Securities ("Debt Warrants"), warrants for the purchase of other securities, including Common Stock, Preference Stock and Preferred Stock ("Stock Warrants" and together with the Debt Warrants, "Warrants") and units consisting of one or more Debt Securities, Warrants, Common Stock, Preference Stock or Preferred Stock ("Units") (collectively, the "Securities") as set forth in the Registration Statement, form of prospectus with respect to the Securities contained therein (the "Prospectus") and one or more supplements to such Prospectus (each, a "Prospectus Supplement"), for issuance from time to time pursuant to Rule 415 of the Act. If so indicated in a Prospectus Supplement, the Debt Securities, Preference Stock and Preferred Stock may be convertible into Common Stock, Preference Stock or Preferred Stock of the Corporation. With respect to the Securities, it is my opinion that the Corporation has full power and authority under the laws of Delaware, the State of its incorporation, and under its Certificate of Incorporation, as amended, to issue and sell the Securities. Subject to the limitations and other qualifications set forth below: 1. With respect to any Debt Securities to be issued under the senior debt indenture dated as of December 7, 1995, with Citibank, N.A., as Trustee (the "Senior Debt Indenture"), it is my opinion that the Senior Debt Indenture has been duly authorized, executed and delivered and the Debt Securities, as provided in the Senior Debt Indenture, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Senior Debt Indenture. 2. With respect to any Debt Securities to be issued under the subordinated debt indenture dated as of December 20, 2001, with Citibank, N.A., as Trustee, (the "Subordinated Debt Indenture"), it is my opinion that the Subordinated Debt Indenture has been duly authorized, executed and delivered and the Debt Securities, as provided in the Subordinated Debt Indenture, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Subordinated Debt Indenture. 3. With respect to any Common Stock, assuming the (a) taking by the Board of Directors of the Corporation (the "Board") of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of such Common Stock, upon payment therefore in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, it is my opinion that such Common Stock will be validly issued, fully paid and nonassessable. 4. With respect to the Preference Stock, assuming the (a) taking by the Board of all necessary corporate action to authorize and approve the issuance of a series of the Preference Stock, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preference Stock to be issued and (c) due issuance and delivery of such series of the Preference Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, it is my opinion that such series of Preference Stock will be validly issued, fully paid and nonassessable. 5. With respect to the Preferred Stock, assuming the (a) taking by the Board of all necessary corporate action to authorize and approve the issuance of a series of the Preferred Stock, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preferred Stock to be issued and (c) due issuance and delivery of such series of the Preferred Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, it is my opinion that such series of Preferred Stock will be validly issued, fully paid and nonassessable. 6. With respect to any Depositary Shares, assuming (a) a deposit agreement has been duly authorized, executed and delivered by the Corporation and a bank or trust company to be selected by the Corporation, as depositary (the "Deposit Agreement"), (b) the taking by the Board of all necessary corporate action to authorize and approve the issuance and terms of the series of Preference Stock or Preferred Stock to be issued in connection therewith, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preference Stock or Preferred Stock to be issued, (c) terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the terms of the Deposit Agreement, (d) due issuance and delivery of such series of Preference Stock or Preferred Stock, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and (e) Receipts evidencing the Depositary Shares are duly issued against the deposit of the applicable series of Preference Stock or Preferred Stock in accordance with the Deposit Agreement, it is my opinion that such Receipts will be validly issued and entitle the holders thereof to the rights specified in the Deposit Agreement. 7. With respect to Common Stock, Preference Stock or Preferred Stock to be issued upon conversion of Debt Securities, Preference Stock or Preferred Stock, it is my opinion that, when (a) the Board has taken all necessary corporate action to authorize and approve the issuance of Debt Securities, Preference Stock or Preferred Stock convertible into Common Stock, Preference Stock or Preferred Stock, as the case may be, and the Corporation has taken all necessary action to approve the issuance of such Common Stock, Preference Stock or Preferred Stock upon conversion of the Debt Securities, Preference Stock or Preferred Stock, as the case may be, the terms of the offering thereof and related matters, (b) if applicable, due filing has been made with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preference Stock or Preferred Stock to be issued and (c) such Common Stock, Preference Stock or Preferred Stock, as the case may be, has been issued and delivered in accordance with the terms of the applicable Debt Securities, Preference Stock or Preferred Stock as the case may be, it is my opinion that such Common Stock, Preference Stock or Preferred Stock will be validly issued, fully paid and nonassessable. 8. With respect to any Debt Warrants, assuming a debt warrant agreement has been duly authorized, executed and delivered by the Corporation and a bank or trust company, as warrant agent (the "Debt Warrant Agreement"), it is my opinion that the Debt Warrants, as provided in the Debt Warrant Agreement, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Debt Warrant Agreement. 9. With respect to any Stock Warrants, assuming a stock warrant agreement has been duly authorized, executed and delivered by the Corporation and a bank or trust company, as warrant agent (the "Stock Warrant Agreement"), it is my opinion that the Stock Warrants, as provided in the Stock Warrant Agreement, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Stock Warrant Agreement. I hereby consent to the use of the foregoing opinion as Exhibit 5.1 of the Registration Statement filed with the Commission under the Act with respect to the Securities and to the use of my name in such Registration Statement and Prospectus and any Prospectus Supplement related thereto under the heading "Legal Matters." Very truly yours, /s/ Martin I. Darvick Martin I. Darvick Attorney EX-23 4 ex23auditor625m.txt AUDITOR'S CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT GENERAL MOTORS CORPORATION: We consent to the incorporation by reference in this Registration Statement on Form S-3 of General Motors Corporation of the following: o our report dated January 17, 2001 appearing on page II-14 in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 2000, and o our report dated January 16, 2001 appearing on page IV-32 in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 2000. /s/DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP Detroit, Michigan February 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----