-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, f9cfRuno5T/hirP7Wqc/pMiUgIaKrHpv5e2rvXSQHsuWCgVvit7nd92S/ge7tB+g hYyNw1hpjLKsYVzSjENDVw== 0000912057-95-002654.txt : 19950426 0000912057-95-002654.hdr.sgml : 19950426 ACCESSION NUMBER: 0000912057-95-002654 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 19950425 SROS: NYSE SUBJECT COMPANY: 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: SC 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 95530816 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 FILED BY: 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: SC 13E4 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 SC 13E4 1 GENERAL MOTORS SCHEDULE 13E-4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 ISSUE TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) GENERAL MOTORS CORPORATION (NAME OF ISSUER) GENERAL MOTORS CORPORATION (NAME OF PERSON(S) FILING STATEMENT) DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES B 9 1/8% PREFERENCE STOCK DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES D 7.92% PREFERENCE STOCK DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12% PREFERENCE STOCK (TITLE OF CLASS OF SECURITIES) 370442808 370442857 370442790 (CUSIP NUMBER OF CLASS OF SECURITIES) J. MICHAEL LOSH EXECUTIVE VICE PRESIDENT GENERAL MOTORS CORPORATION 3044 WEST GRAND BOULEVARD DETROIT, MICHIGAN 48202-3091 (313) 556-3549 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) COPY TO: WARREN G. ANDERSEN ROBERT S. OSBORNE, P.C. GENERAL MOTORS CORPORATION KIRKLAND & ELLIS 3031 WEST GRAND BOULEVARD 200 EAST RANDOLPH ST. DETROIT, MICHIGAN 48202-3091 CHICAGO, ILLINOIS 60601-6636 (313) 974-1528 (312) 861-2368
APRIL 25, 1995 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE Transaction Valuation* Amount of filing Fee** $2,302,916,000 $460,583 * Assumes a purchase of (i) 44,300,000 Series B 9 1/8% Depository Shares at $27.75 per share, (ii) 15,700,000 Series D 7.92% Depository Shares at $26.63 per share and (iii) 23,000,000 Series G 9.12% Depository Shares at $28.50 per share. ** Calculated based on the transaction valuation multiplied by one-fiftieth of one percent. / / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is General Motors Corporation, a Delaware corporation (the "Corporation"), which has its principal executive offices at 3044 West Grand Boulevard, Detroit, Michigan 48202-3091 (Telephone Number (313) 556-5000) and 767 Fifth Avenue, New York, New York 10153-0075 (Telephone Number (212) 418-6100). (b) The information set forth in the front cover page, "Introduction", Section 1 -- "Purpose of the Offers; Certain Effects of the Offers; Plans of the Corporation After the Offers," Section 4 -- "Expiration Date; Extension of the Offers" and Section 12 -- "Transactions and Arrangements Concerning the Depositary Shares" of the Offer to Purchase for Cash, dated April 25, 1995, a copy of which is attached hereto as Exhibit (a)(1) (the "Offer to Purchase"), is incorporated herein by reference. (c) The information set forth in the "Introduction" and Section 9 -- "Price Ranges of the Depositary Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. (d) This statement is being filed by the issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in Section 11 -- "Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) The information set forth in Section 1 -- "Purpose of the Offers; Certain Effects of the Offers; Plans of the Corporation After the Offers" of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Section 12 -- "Transactions and Arrangements Concerning the Depositary Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in Section 12 -- "Transactions and Arrangements Concerning the Depositary Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in the front cover page and Section 14 -- "Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)-(b) The financial information set forth in Section 10 -- "Certain Information Concerning the Corporation" of the Offer to Purchase is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in Section 3 -- "Certain Legal Matters; Regulatory and Foreign Approvals; No Appraisal Rights" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in Section 1 -- "Purpose of the Offers; Certain Effects of the Offers; Plans of the Corporation After the Offers" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) Reference is hereby made to the Offer to Purchase and the Letters of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2)(i)-(iii), respectively, and incorporated in their entirety herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Form of Offer to Purchase for Cash dated April 25, 1995. (a)(2)(i) Form of Series B Letter of Transmittal. (a)(2)(ii) Form of Series D Letter of Transmittal. (a)(2)(iii) Form of Series G Letter of Transmittal. (a)(3)(i) Form of Series B Notice of Guaranteed Delivery. (a)(3)(ii) Form of Series D Notice of Guaranteed Delivery. (a)(3)(iii) Form of Series G Notice of Guaranteed Delivery. (a)(4) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995. (a)(5)(i) Form of Series B letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995. (a)(5)(ii) Form of Series D letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995. (a)(5)(iii) Form of Series G letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995. (a)(6) Form of Letter to holders of Depositary Shares dated April 25, 1995. (a)(7) Form of press release dated April 24, 1995. (a)(8) Form of summary advertisement dated April 25, 1995. (a)(9) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Additional Solicitation Materials.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Issuer Tender Offer Statement on Schedule 13E-4 is true, complete and correct. GENERAL MOTORS CORPORATION By: J. MICHAEL LOSH ----------------------------------- J. Michael Losh Executive Vice President Dated: April 25, 1995 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE - -------------- ------------------------------------------------------------------------------------- --------------- (a)(1) Form of Offer to Purchase for Cash dated April 25, 1995.............................. (a)(2)(i) Form of Series B Letter of Transmittal............................................... (a)(2)(ii) Form of Series D Letter of Transmittal............................................... (a)(2)(iii) Form of Series G Letter of Transmittal............................................... (a)(3)(i) Form of Series B Notice of Guaranteed Delivery....................................... (a)(3)(ii) Form of Series D Notice of Guaranteed Delivery....................................... (a)(3)(iii) Form of Series G Notice of Guaranteed Delivery....................................... (a)(4) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995....................................................... (a)(5)(i) Form of Series B letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995............................. (a)(5)(ii) Form of Series D letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995............................. (a)(5)(iii) Form of Series G letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated April 25, 1995............................. (a)(6) Form of Letter to holders of Depositary Shares dated April 25, 1995.................. (a)(7) Form of press release dated April 24, 1995........................................... (a)(8) Form of summary advertisement dated April 25, 1995................................... (a)(9) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9................................................................................. (f) Additional Solicitation Materials....................................................
EX-99.(A)(1) 2 TENDER OFFER OFFER TO PURCHASE FOR CASH BY GENERAL MOTORS CORPORATION ANY AND ALL OF ITS DEPOSITARY SHARES, DEPOSITARY SHARES, DEPOSITARY SHARES, EACH REPRESENTING ONE- EACH REPRESENTING ONE- EACH REPRESENTING ONE- FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS SERIES B 9 1/8% SERIES D 7.92% SERIES G 9.12% PREFERENCE STOCK PREFERENCE STOCK PREFERENCE STOCK AT AT AT $27.50 NET PER $26.375 NET PER $28.25 NET PER DEPOSITARY SHARE DEPOSITARY SHARE DEPOSITARY SHARE
THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, MAY 22, 1995, UNLESS THE OFFERS ARE EXTENDED. General Motors Corporation, a Delaware corporation ("General Motors" or the "Corporation"), pursuant to this Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), is offering to purchase any and all of its: - SERIES B 9 1/8% DEPOSITARY SHARES: 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of its Series B 9 1/8% Preference Stock, par value $0.10 per share (the "Series B 9 1/8% Preference Stock") at a purchase price of $27.50 per Series B 9 1/8% Depositary Share (the "Series B Purchase Price"), net to the seller in cash (the "Series B Offer"). - SERIES D 7.92% DEPOSITARY SHARES: 15,700,000 outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of its Series D 7.92% Preference Stock, par value $0.10 per share (the "Series D 7.92% Preference Stock") at a purchase price of $26.375 per Series D 7.92% Depositary Share (the "Series D Purchase Price"), net to the seller in cash (the "Series D Offer"). - SERIES G 9.12% DEPOSITARY SHARES: 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of its Series G 9.12% Preference Stock, par value $0.10 per share (the "Series G 9.12% Preference Stock") at a purchase price of $28.25 per Series G 9.12% Depositary Share (the "Series G Purchase Price"), net to the seller in cash (the "Series G Offer"). The Series B Offer, the Series D Offer and the Series G Offer collectively constitute the "Offers". The Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares and the Series G 9.12% Depositary Shares collectively constitute the "Depositary Shares". EACH OFFER HAS ITS OWN LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY. --------------------- EACH OFFER IS INDEPENDENT, AND THE OFFERS ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF DEPOSITARY SHARES BEING TENDERED. The Offers are, however, subject to certain other conditions. See Section 8 --"Certain Conditions of Each Offer." --------------------- The Depositary Shares are listed and traded on the New York Stock Exchange (the "NYSE"). On April 24, 1995, the last trading day before the Corporation announced the Offers, the closing sales prices of the Depositary Shares as reported on the NYSE Composite Tape were $26.13 per Series B 9 1/8% Depositary Share, $25.13 per Series D 7.92% Depositary Share and $26.50 per Series G 9.12% Depositary Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE DEPOSITARY SHARES. --------------------- General Motors will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share), for Depositary Shares tendered, accepted for payment and paid for pursuant to the Offers, subject to certain conditions. See Section 14 -- "Fees and Expenses." --------------------- Depositary Shares tendered and purchased by General Motors will receive the regular quarterly cash dividend of $0.570313 per Series B 9 1/8% Depositary Share, $0.495 per Series D 7.92% Depositary Share and $0.57 per Series G 9.12% Depositary Share, with a record date of April 3, 1995, to be paid May 1, 1995 by General Motors for the first quarter of 1995, but will not receive any dividends declared or paid thereafter by the Corporation or any accrued dividends in respect thereof. See Section 9 -- "Price Ranges of the Depositary Shares; Dividends." --------------------- THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. --------------------- THE CORPORATION, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFERS. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. --------------------- THE DEALER MANAGER FOR THE OFFERS IS: MERRILL LYNCH & CO. April 25, 1995 IMPORTANT Any shareholder desiring to tender all or any portion of such shareholder's Depositary Shares should either (1) complete the applicable Letter of Transmittal or a facsimile copy thereof in accordance with the instructions in the applicable Letter of Transmittal, mail or deliver it and any other required documents to The First National Bank of Boston (the "Depositary"), and either mail or deliver the depositary receipts for such Depositary Shares to the Depositary along with the applicable Letter of Transmittal or follow the procedure for book-entry transfer set forth in Section 5 -- "Procedure for Tendering Depositary Shares," or (2) request such shareholder's broker, dealer, commercial bank, trust company or nominee to effect the transaction for such shareholder. Shareholders having Depositary Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Depositary Shares. Shareholders who wish to tender Depositary Shares and whose depositary receipts for such Depositary Shares are not immediately available should tender such Depositary Shares by following the procedures for guaranteed delivery set forth in Section 5 -- "Procedure for Tendering Depositary Shares." EACH SERIES OF DEPOSITARY SHARES HAS ITS OWN LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER DEPOSITARY SHARES FOR THAT SERIES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR MORE THAN ONE SERIES MUST USE THE APPLICABLE LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY FOR EACH SERIES. Questions and requests for assistance or for additional copies of this Offer to Purchase, the applicable Letter of Transmittal or the applicable Notice of Guaranteed Delivery may be directed to Georgeson & Company Inc. (the "Information Agent") and Merrill Lynch & Co. (the "Dealer Manager") at the addresses and telephone numbers set forth on the back cover of this Offer to Purchase. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE CORPORATION AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING DEPOSITARY SHARES PURSUANT TO THE OFFERS. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERS OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE APPLICABLE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION. TABLE OF CONTENTS
PAGE ----------- SUMMARY.................................................................................................... ii INTRODUCTION............................................................................................... 1 SPECIAL FACTORS............................................................................................ 2 Section 1. Purpose of the Offers; Certain Effects of the Offers; Plans of the Corporation after the Offers...................................................................................... 2 Section 2. Certain Federal Income Tax Consequences..................................................... 5 Section 3. Certain Legal Matters; Regulatory and Foreign Approvals; No Appraisal Rights................ 7 THE OFFERS................................................................................................. 7 Section 4. Expiration Date; Extension of the Offers.................................................... 7 Section 5. Procedure for Tendering Depositary Shares................................................... 8 Section 6. Withdrawal Rights........................................................................... 10 Section 7. Acceptance for Payment of Depositary Shares and Payment of Purchase Price................... 10 Section 8. Certain Conditions of Each Offer............................................................ 11 Section 9. Price Ranges of the Depositary Shares; Dividends............................................ 13 Section 10. Certain Information Concerning the Corporation.............................................. 16 Section 11. Source and Amount of Funds.................................................................. 20 Section 12. Transactions and Arrangements Concerning the Depositary Shares.............................. 20 Section 13. Extension of the Tender Period; Termination; Amendments..................................... 21 Section 14. Fees and Expenses........................................................................... 22 Section 15. Miscellaneous............................................................................... 24
SUMMARY This general summary is provided solely for the convenience of holders of Depositary Shares and is qualified in its entirety by reference to the full text and more specific details contained in this Offer to Purchase and the related Letters of Transmittal and any amendments hereto and thereto. The Corporation......................... General Motors Corporation. The Depositary Shares................... Series B 9 1/8% Depositary Shares, each representing one-fourth of a share of Series B 9 1/8% Preference Stock, $0.10 par value per share, of the Corporation. Series D 7.92% Depositary Shares, each representing one-fourth of a share of Series D 7.92% Preference Stock, $0.10 par value per share, of the Corporation. Series G 9.12% Depositary Shares, each representing one-fourth of a share of Series G 9.12% Preference Stock, $0.10 par value per share, of the Corporation. Number of Depositary Shares Sought...... Any and all 44,300,000 of the Series B 9 1/8% Depositary Shares outstanding. Any and all 15,700,000 of the Series D 7.92% Depositary Shares outstanding. Any and all 23,000,000 of the Series G 9.12% Depositary Shares outstanding. Purchase Price.......................... $27.50 per Series B 9 1/8% Depositary Share, net to the seller in cash. $26.375 per Series D 7.92% Depositary Share, net to the seller in cash. $28.25 per Series G 9.12% Depositary Share, net to the seller in cash. Expiration Date......................... Each Offer expires on Monday, May 22, 1995, at 12:00 midnight, Eastern Time, unless such Offer is extended. How to Tender Depositary Shares......... See Section 5 -- "Procedure For Tendering Depositary Shares." For further information, call the Information Agent or the Dealer Manager or consult your broker for assistance. Withdrawal Rights....................... Tendered Depositary Shares may be withdrawn at any time until the applicable Expiration Date of the applicable Offer and, unless theretofore accepted for payment by the Corporation, may also be withdrawn after 12:00 midnight, Eastern Time, on Tuesday, June 20, 1995. See Section 6 -- "Withdrawal Rights."
ii Purpose of the Offers................... General Motors is making the Offers because it believes that, given its current financial condition, the current market prices of the Depositary Shares and the opportunity for General Motors to reduce its dividend requirements and annual administrative expenses in connection with servicing the accounts of holders of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offers is economically attractive to General Motors. The Offers give shareholders the opportunity to sell their Depositary Shares at a premium over the market prices prevailing prior to the announcement of the Offers and without the usual transaction costs associated with a market sale. See Section 1 -- "Purpose of the Offers; Certain Effects of the Offers; Plans of the Corporation after the Offers." Market Price of Depositary Shares....... On April 24, 1995, the closing price per Series B 9 1/8% Depositary Share on the NYSE Composite Tape was $26.13; the closing price per Series D 7.92% Depositary Share on the NYSE Composite Tape was $25.13; and the closing price per Series G 9.12% Depositary Share on the NYSE Composite Tape was $26.50. Shareholders are urged to obtain a current market quotation for the Depositary Shares. See Section 9 -- "Price Ranges of the Depositary Shares; Dividends." Dividends............................... Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly cash dividend payable per Depositary Share, with a record date of April 3, 1995, to be paid May 1, 1995, by the Corporation for the first quarter of 1995, but will not receive any dividends declared or paid thereafter by the Corporation or any accrued dividends in respect thereof. See Section 9 -- "Price Ranges of the Depositary Shares; Dividends." Brokerage Commissions................... Not payable by shareholders. Stock Transfer Tax...................... None, except as provided in Instruction 6 of the Letters of Transmittal. Payment Date............................ As soon as practicable after the applicable Expiration Date. Further Information..................... Additional copies of this Offer to Purchase and the Letters of Transmittal may be obtained by contacting Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005; Tel: (800) 223-2064 (toll free); Banks and Brokers call collect (212) 440-9800. Questions about the Offers should be directed to Merrill Lynch & Co. at (212) 236-4565 (call collect).
iii INTRODUCTION General Motors Corporation, a Delaware corporation ("General Motors" or the "Corporation"), pursuant to this Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), is offering to purchase any and all of its: - SERIES B 9 1/8% DEPOSITARY SHARES: 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of its Series B 9 1/8% Preference Stock, par value $0.10 per share (the "Series B 9 1/8% Preference Stock") at a purchase price of $27.50 per Series B 9 1/8% Depositary Share (the "Series B Purchase Price"), net to the seller in cash (the "Series B Offer"). - SERIES D 7.92% DEPOSITARY SHARES: 15,700,000 outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of its Series D 7.92% Preference Stock, par value $0.10 per share (the "Series D 7.92% Preference Stock") at a purchase price of $26.375 per Series D 7.92% Depositary Share (the "Series D Purchase Price"), net to the seller in cash (the "Series D Offer"). - SERIES G 9.12% DEPOSITARY SHARES: 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of its Series G 9.12% Preference Stock, par value $0.10 per share (the "Series G 9.12% Preference Stock") at a purchase price of $28.25 per Series G 9.12% Depositary Share (the "Series G Purchase Price"), net to the seller in cash (the "Series G Offer"). The Series B Offer, the Series D Offer and the Series G Offer collectively constitute the "Offers". The Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares and the Series G 9.12% Depositary Shares collectively constitute the "Depositary Shares". The Series B 9 1/8% Preference Stock, the Series D 7.92% Preference Stock and the Series G 9.12% Preference Stock collectively constitute the "Preference Stock". EACH OFFER HAS ITS OWN LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY. EACH OFFER IS INDEPENDENT, AND THE OFFERS ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF DEPOSITARY SHARES BEING TENDERED. The Offers are, however, subject to certain other conditions. See Section 8 -- "Certain Conditions of Each Offer." THE CORPORATION, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFERS. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. The Depositary Shares are listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "GM Pr Q" for the Series B 9 1/8% Depositary Shares, "GM Pr D" for the Series D 7.92% Depositary Shares and "GM Pr G" for the Series G 9.12% Depositary Shares. On April 24, 1995, the last trading day before the Corporation announced the Offers, the closing sales prices of the Depositary Shares as reported on the NYSE Composite Tape were $26.13 per Series B 9 1/8% Depositary Share, $25.13 per Series D 7.92% Depositary Share and $26.50 per Series G 9.12% Depositary Share. See Section 9 -- "Price Ranges of the Depositary Shares; Dividends." SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE DEPOSITARY SHARES. The Offers do not constitute notices of redemption of any of the series of Preference Stock underlying the Depositary Shares pursuant to the Corporation's Restated Certificate of Incorporation, nor does the Corporation intend to effect any such redemption by making the Offers. Shareholders are not under any obligation to accept any Offer or to remit the Depositary Shares to the Corporation pursuant to any Offer. In accordance with the Restated Certificate of Incorporation and the respective Deposit Agreements which established the rights of the holders of Depositary Shares, the shares of Series B 9 1/8% Preference Stock (and the corresponding Series B 9 1/8% Depositary Shares) are not redeemable prior to January 1, 1999, the shares of Series D 7.92% Preference Stock (and the corresponding Series D 7.92% Depositary Shares) are not 1 redeemable prior to August 1, 1999, and the shares of Series G 9.12% Preference Stock (and the corresponding Series G 9.12% Depositary Shares) are not redeemable prior to January 1, 2001. On or after January 1, 1999, General Motors may, at its option, on not less than 35 nor more than 60 days' notice, redeem any then outstanding shares of Series B 9 1/8% Preference Stock (and the Depositary will redeem the number of Series B 9 1/8% Depositary Shares representing the shares of Series B 9 1/8% Preference Stock so redeemed upon not less than 30 days' notice to the holders thereof), as a whole or in part, at any time or from time to time, for cash in an amount equal to $100 per share of Series B 9 1/8% Preference Stock (equivalent to $25 per Series B 9 1/8% Depositary Share), plus an amount equal to all dividends accrued and unpaid thereon to the date fixed for redemption. On or after August 1, 1999, General Motors may, at its option, on not less than 35 nor more than 60 days' notice, redeem any then outstanding shares of Series D 7.92% Preference Stock (and the Depositary will redeem the number of Series D 7.92% Depositary Shares representing the shares of Series D 7.92% Preference Stock so redeemed upon not less than 30 days' notice to the holders thereof), as a whole or in part, at any time or from time to time, for cash in an amount equal to $100 per share of Series D 7.92% Preference Stock (equivalent to $25 per Series D 7.92% Depositary Share), plus an amount equal to all dividends accrued and unpaid thereon to the date fixed for redemption. On or after January 1, 2001, General Motors may, at its option, on not less than 35 nor more than 60 days' notice, redeem any then outstanding shares of Series G 9.12% Preference Stock (and the Depositary will redeem the number of Series G 9.12% Depositary Shares representing the shares of Series G 9.12% Preference Stock so redeemed upon not less than 30 days' notice to the holders thereof), as a whole or in part, at any time or from time to time, for cash in an amount equal to $100 per share of Series G 9.12% Preference Stock (equivalent to $25 per Series G 9.12% Depositary Share), plus an amount equal to all dividends accrued and unpaid thereon to the date fixed for redemption. None of the shares of Preference Stock is convertible into any other class of capital stock of General Motors. Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the applicable Letter of Transmittal, stock transfer taxes on the purchase of Depositary Shares by General Motors. General Motors will pay all charges and expenses of the Depositary, Information Agent and Dealer Manager incurred in connection with the Offers. SPECIAL FACTORS SECTION 1. PURPOSE OF THE OFFERS; CERTAIN EFFECTS OF THE OFFERS; PLANS OF THE CORPORATION AFTER THE OFFERS General Motors is making the Offers because it believes that, given its current financial condition, the current market prices of the Depositary Shares and the opportunity for General Motors to reduce its dividend requirements and annual administrative expenses in connection with servicing the accounts of holders of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offers is economically attractive to General Motors. The Corporation's cash, cash equivalents and other marketable securities position was $16.1 billion at December 31, 1994. Cash will be reduced by approximately $2.3 billion as a result of the consummation of the Offers if all Depositary Shares (including 44,300,000 Series B 9 1/8% Depositary Shares, 15,700,000 Series D 7.92% Depositary Shares and 23,000,000 Series G 9.12% Depositary Shares) are tendered. The General Motors Board of Directors (the "Board of Directors") has authorized the Offers by a unanimous vote. The Corporation believes the Offers are fair to holders of Depositary Shares. In particular, each Offer gives holders of Depositary Shares the opportunity to sell their Depositary Shares at a premium over the closing sales prices of the Depositary Shares on April 24, 1995 equal to 5.3% for the Series B 9 1/8% Depositary Shares, 5.0% for the Series D 7.92% Depositary Shares and 6.6% for the Series G 9.12% Depositary Shares. The Offers will also provide shareholders who are considering a sale of all or a portion of the Depositary Shares the opportunity to sell those Depositary Shares for cash without the usual transaction costs associated with open-market sales. Neither General Motors nor the Board of Directors received any report, opinion (other than any opinion of counsel it may have received) or appraisal which is materially related to the Offers, including, but not limited to, any such report, opinion or appraisal relating to the consideration or the fairness of the 2 consideration to be offered to the holders of the Depositary Shares or the fairness of such transaction to General Motors. A majority of the directors who are not employees of the Corporation have not retained an unaffiliated representative to act solely on behalf of unaffiliated shareholders for the purposes of negotiating the terms of the transaction. Following the consummation of the Offers, the business and operations of the Corporation will be continued by the Corporation substantially as they are currently being conducted. Except as disclosed in this Offer to Purchase, General Motors has no present plans or proposals that would result in (i) the acquisition by any person of additional securities of the Corporation, or the disposition of securities of the Corporation, (ii) an extraordinary corporate transaction, such as a merger, reorganization, liquidation or sale or transfer of a material amount of assets, involving the Corporation or any of its subsidiaries, (iii) any change in the present Board of Directors or management of the Corporation, including, but not limited to, a plan or proposal to change the number or term of the directors, to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer, except in each case in connection with the Corporation's 1995 Annual Meeting of shareholders to be held in May 26, 1995, (iv) any material change in the present dividend rate or policy or indebtedness or capitalization of the Corporation, (v) any other material change in the Corporation's corporate structure or business or (vi) any changes in the Corporation's charter, bylaws or instruments corresponding thereto or any other actions which may impede the acquisition or control of the Corporation by any person. Holders of the Depositary Shares are entitled to receive dividends at fixed annual rates based on the applicable Preference Stock dividend rates as set forth in the Corporation's Restated Certificate of Incorporation. See Section 9 - -- "Price Ranges of the Depositary Shares; Dividends." Subject to the rights of the holders of Preferred Stock, if any were outstanding, and Preference Stock, dividends may be declared in cash or otherwise, when, as and if declared by the Board of Directors, on the Corporation's $1- 2/3 Par Value Common Stock, Class E Common Stock and Class H Common Stock out of the assets of General Motors legally available therefor. General Motors has adopted a dividend policy with respect to each class of Common Stock, which policies are subject to change in the sole discretion of the Board of Directors from time to time. Following the expiration of the Offers, General Motors may, in its sole discretion, determine to purchase any remaining Depositary Shares through privately negotiated transactions, open market purchases or another tender offer or otherwise, on such terms and at such prices as General Motors may determine from time to time, the terms of which purchases or offers could differ from those of the Offers, except that General Motors will not make any such purchases of Depositary Shares until the expiration of ten business days after the termination of the Offers. Any possible future purchases of Depositary Shares by General Motors will depend on many factors, including the market prices of the Depositary Shares, the Corporation's business and financial position, alternative investment opportunities available to the Corporation, the results of the Offer and general economic and market conditions. On April 4, 1995, Standard & Poor's Corporation ("S&P") announced that its credit rating of General Motors of BBB+, with a positive outlook, was affirmed. Moody's Investors Service, Inc. ("Moody's") is currently reviewing its ratings of General Motors with a view towards a possible upgrade. General Motors has been informed by Moody's and S&P that the consummation of the Offers will not result in a lowering of the Corporation's credit rating from current levels. The purchase of Depositary Shares pursuant to the Offers will reduce the number of holders of Depositary Shares and the number of Depositary Shares that might otherwise trade publicly, and, depending upon the number of Depositary Shares so purchased, could adversely affect the liquidity and market value of the remaining Depositary Shares held by the public. Depending upon the number of Depositary Shares purchased pursuant to the Offers, the Depositary Shares may no longer meet the requirements of the NYSE for continued listing. As of April 24, 1995, there were 44,300,000 issued and outstanding Series B 9 1/8% Depositary Shares, 15,700,000 issued and outstanding Series D 7.92% Depositary Shares and 23,000,000 issued and outstanding Series G 9.12% Depositary Shares. According to the NYSE's published guidelines, the NYSE would consider delisting a series of Depositary Shares if, among other things, the number of publicly held Depositary Shares for such series 3 should fall below 100,000 or the aggregate market value of such series should fall below $2,000,000. If, as a result of the purchase of Depositary Shares pursuant to any Offer or otherwise, any of the three series of Depositary Shares no longer meets the requirements of the NYSE for continued listing and the listing of such series of Depositary Shares is discontinued, the market for such Depositary Shares would be adversely affected. In the event of the delisting of any of the three series of Depositary Shares by the NYSE, it is possible that the Depositary Shares representing such series of Preference Stock would continue to trade on another securities exchange or in the over-the-counter market and that price quotations would be reported by such exchange, by the NASD through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or by other sources. The extent of the public market for such Depositary Shares and the availability of such quotations would, however, depend upon such factors as the number of shareholders remaining at such time, the interest in maintaining a market in such Depositary Shares on the part of securities firms, the possible termination of registration under the Securities Exchange Act of 1934 (the "Exchange Act") as described below, and other factors. The Depositary Shares are presently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. If such Depositary Shares remain listed on the NYSE, they will continue to be "margin securities." If such Depositary Shares were delisted, depending upon factors similar to those described above, they might no longer constitute "margin securities" for purposes of the margin regulations of the Board of Governors of the Federal Reserve System, and, therefore, could no longer be used as collateral for loans made by brokers. Each series of Preference Stock is currently registered under the Exchange Act. Registration of any such series under the Exchange Act may be terminated upon application of the Corporation to the Securities and Exchange Commission (the "Commission") pursuant to Sections 12(g)(4) of the Exchange Act if the Depositary Shares corresponding to such series are neither held by 300 or more holders of record nor listed on a national securities exchange. Termination of registration of any series of Preference Stock under the Exchange Act would substantially reduce the information required to be furnished by the Corporation to holders of Depositary Shares corresponding to such series of Preference Stock (although the Corporation would, among other things, remain subject to the reporting obligations under the Exchange Act as a result of other of its outstanding securities) and would make certain provisions of the Exchange Act, such as the requirements of Rule 13e-3 thereunder with respect to "going private" transactions, no longer applicable in respect of such series of Preference Stock. If registration of any series of Preference Stock under the Exchange Act were terminated, Depositary Shares corresponding to such series of Preference Stock would no longer be "margin securities" or be eligible for NASDAQ reporting. All Depositary Shares purchased by the Corporation pursuant to the Offers will be exchanged by General Motors for the related shares of Preference Stock which will in turn be retired, cancelled and thereafter returned to the status of authorized but unissued shares of the Corporation's preference stock. Any share of Preference Stock (and the corresponding Depositary Shares) remaining outstanding after the Offers will continue to be redeemable at the option of the Corporation on or after the applicable redemption date, as described above under "Introduction." Upon liquidation or dissolution of the Corporation, holders of each series of Preference Stock are entitled to receive a liquidation preference of $100 per share of Preference Stock ($25 per Depositary Share), plus all accrued and unpaid dividends thereon to the date of payment, on a parity with holders of other series of General Motors preference stock and prior to the payment of any amounts to the holders of the Corporation's common stock. THE CORPORATION, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFERS. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. 4 SECTION 2. CERTAIN FEDERAL INCOME TAX CONSEQUENCES Sales of Depositary Shares by shareholders pursuant to any of the Offers will be taxable transactions for Federal income tax purposes and may also be taxable transactions under applicable state, local, foreign and other tax laws. The Federal income tax consequences to a shareholder may vary depending upon the shareholder's particular facts and circumstances. Under Section 302 of the Internal Revenue Code of 1986, as amended (the "Code"), a sale of Depositary Shares pursuant to any of the Offers will, as a general rule, be treated as a sale or exchange if the receipt of cash upon such sale (a) results in a "complete termination" of the shareholder's interest in the Corporation or (b) is "not essentially equivalent to a dividend" with respect to the shareholder. If either of these tests is satisfied, a tendering shareholder will recognize gain or loss equal to the difference between the amount of cash received by the shareholder pursuant to the Offers and the shareholder's tax basis in the Depositary Shares sold pursuant to any of the Offers. Recognized gain or loss will be capital gain or loss, assuming the Depositary Shares are held as capital assets, which will be long-term capital gain or loss if the Depositary Shares had been held for more than one year. In determining whether either of the tests under Section 302 of the Code is satisfied, shareholders must take into account not only the Depositary Shares they actually own, but also (i) any shares of other General Motors capital stock they actually own and (ii) any Depositary Shares and shares of other General Motors capital stock they are deemed to own pursuant to the constructive ownership rules of Section 318 of the Code. Pursuant to those constructive ownership rules, a shareholder is deemed to own the shares of other General Motors capital stock or Depositary Shares actually owned, and in some cases constructively owned, by certain related individuals or entities, and any shares of other General Motors capital stock or Depositary Shares that the shareholder has the right to acquire by exercise of an option or by conversion or exchange of a security. The sale of Depositary Shares pursuant to the Offers will result in a "complete termination" of a shareholder's interest in the Corporation if at the conclusion of the Offers either (a) the shareholder actually and constructively owns no shares of other General Motors capital stock or Depositary Shares or (b) the shareholder actually owns no shares of other General Motors capital stock or Depositary Shares and the shareholder is eligible to waive and does effectively waive attribution of all shares of other General Motors capital stock and Depositary Shares constructively owned by the shareholder in accordance with Section 302(c) of the Code. Even if the sale of Depositary Shares pursuant to the Offers fails to satisfy the "complete termination" test, such shareholder may nevertheless satisfy the "not essentially equivalent to a dividend" test, if the shareholder's sale of Depositary Shares pursuant to any of the Offers results in a "meaningful reduction" in the shareholder's proportionate interest in the Corporation. Whether the receipt of cash by a shareholder results in a "meaningful reduction" will depend upon the individual shareholder's facts and circumstances. If a shareholder actually or constructively owns no more than a small percentage (substantially less than 1%, based on an Internal Revenue Service published ruling) of any series or class of General Motors capital stock and exercises no control over General Motors' corporate affairs, a sale of Depositary Shares pursuant to the Offers will result in a meaningful reduction if such shareholder's proportionate interest in General Motors capital stock (taking into account all series and classes of General Motors capital stock on the basis of their respective values) decreases as a result of such sale. In determining whether such a decrease has occurred, the sales of Depositary Shares by all tendering shareholders pursuant to the Offers must be taken into account. Even if a sale of Depositary Shares does not decrease a shareholder's proportionate interest in General Motors capital stock, the sale of any Depositary Shares pursuant to the Offers is more likely than not to satisfy the "not essentially equivalent to a dividend test" provided that such shareholder owns no more than a small percentage (as above, substantially less than 1%) of any class of General Motors common stock, either actually or constructively, and exercises no control over General Motors' corporate affairs. However, the issue in such a case is not free from doubt. Under all circumstances, shareholders expecting to rely upon the "not essentially equivalent to a dividend" test should consult with their tax advisors as to its application in their particular situations. 5 It may be possible for a tendering shareholder to satisfy one of the above tests by contemporaneously selling or otherwise disposing of all or some of the shares of other General Motors capital stock and/or Depositary Shares that are actually or constructively owned by such shareholder but which are not purchased pursuant to any of the Offers. Correspondingly, a tendering shareholder may not be able to satisfy one of the above tests because of contemporaneous acquisitions of shares of other General Motors capital stock or Depositary Shares by such shareholder or a related party whose shares of other General Motors capital stock or Depositary Shares would be attributed to such shareholder. Shareholders should consult their tax advisors regarding the tax consequences of such sales or acquisitions in their particular circumstances. If neither of the tests under Section 302 is satisfied and if, as is anticipated, the Corporation has sufficient earnings and profits, the tendering shareholder will be treated as having received a dividend includible in gross income in an amount equal to the entire amount of cash received by the shareholder pursuant to any of the Offers (without regard to gain or loss, if any). In such case, the tendering shareholder's tax basis in the Depositary Shares to be purchased pursuant to any of the Offers will be added to such shareholder's tax basis in the Depositary Shares and the shares of other General Motors capital stock retained by such shareholder (or, in the case such shareholder does not retain any shares of other General Motors capital stock or Depositary Shares, the tax basis in the Depositary Shares will be added to the related person's tax basis in the Depositary Shares and the shares of other General Motors capital stock that are constructively owned by such shareholder). In the case of a corporate shareholder, if the cash paid is treated as a dividend, the dividend income may be eligible for the 70% dividends-received deduction. The dividends-received deduction is subject to certain limitations, and may not be available if the corporate shareholder does not satisfy certain holding period requirements with respect to the Depositary Shares and shares of other General Motors capital stock or if the Depositary Shares and shares of other General Motors capital stock are treated as "debt financed portfolio stock". Generally, if a dividends-received deduction is available, it is expected that the dividend will be treated as an "extraordinary dividend" under Section 1059(a) of the Code, in which case such corporate shareholder's tax basis in Depositary Shares and shares of other General Motors capital stock retained by such shareholder would be reduced, but not below zero, by the amount of the nontaxed portion of the dividend. Any amount of the nontaxed portion of the dividend in excess of the shareholder's basis will generally be subject to tax upon sale or disposition of those Depositary Shares or shares of other General Motors capital stock, as the case may be. Corporate shareholders are urged to consult their tax advisors as to the effect of Section 1059 of the Code on their tax basis in Depositary Shares. In the case of any foreign shareholder, the Depositary will withhold United States Federal income tax at a rate of 30% from gross proceeds paid pursuant to the Offers to the foreign shareholder or his agent, unless the Depositary determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected to the conduct of a trade or business by the foreign shareholder within the United States. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, or (iii) any estate or trust the income of which is subject to the United States Federal income taxation regardless of its source. Without definite knowledge to the contrary, the Depositary will determine whether a shareholder is a foreign shareholder by reference to the shareholder's address. A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder (i) meets the "complete termination" or "not essentially equivalent to a dividend" tests described above, (ii) is entitled to a reduced rate of withholding pursuant to a treaty and the Depositary withheld at a higher rate, or (iii) is otherwise able to establish that no tax or a reduced portion of tax was due. The sale of Depositary Shares by United States shareholders pursuant to any Offer will ordinarily not be subject to withholding of Federal income taxes. However, the Depositary will be required to withhold tax at the rate of 31% from sales proceeds paid to such shareholders who (i) have failed to furnish their taxpayer identification number ("TIN") to the Depositary; (ii) have, according to the IRS, furnished an incorrect TIN to the Depositary; (iii) have, according to the IRS, underreported interest, dividends or patronage dividend 6 income in the past; or (iv) have failed to satisfy the payee certification requirements of Section 3406 of the Code. Each tendering shareholder will be required to provide and certify his or her correct TIN and to certify that he or she is an exempt recipient. THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH SHAREHOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER (INCLUDING THE APPLICABILITY AND EFFECT OF THE CONSTRUCTIVE OWNERSHIP RULES AND STATE, LOCAL AND FOREIGN TAX LAWS) OF THE SALE OF DEPOSITARY SHARES PURSUANT TO THE OFFERS. SECTION 3. CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS; NO APPRAISAL RIGHTS The Corporation is not aware of any license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Depositary Shares as contemplated in the Offers or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Corporation's acquisition or ownership of Depositary Shares pursuant to the Offers. Should any such approval or other action be required, the Corporation currently contemplates that it will seek such approval or other action. The Corporation cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Depositary Shares tendered pursuant to any of the Offers pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Corporation's business. The Corporation intends to make all required filings under the Exchange Act. The Corporation's obligation under the Offers to accept for payment, or make payment for, Depositary Shares is subject to certain conditions. See Section 8 -- "Certain Conditions of Each Offer." There is no shareholder vote required in connection with any of the Offers. No appraisal rights are available to holders of Depositary Shares in connection with any of the Offers. THE OFFERS SECTION 4. EXPIRATION DATE; EXTENSION OF THE OFFERS Upon the terms and subject to the conditions of the Offers, the Corporation will accept for payment (and thereby purchase) any and all Depositary Shares as are properly tendered on or before the applicable Expiration Date (and not withdrawn in accordance with Section 6 -- "Withdrawal Rights") at the Series B Purchase Price with respect to the Series B 9 1/8% Depositary Shares, at the Series D Purchase Price with respect to the Series D 7.92% Depositary Shares and at the Series G Purchase Price with respect to the Series G 9.12% Depositary Shares. The terms "Series B Expiration Date," "Series D Expiration Date" and "Series G Expiration Date" mean 12:00 midnight, Eastern Time, on Monday, May 22, 1995, unless and until the Corporation shall have extended the period of time during which any of the Offers is open, in which event the terms "Series B Expiration Date," "Series D Expiration Date" and "Series G Expiration Date," as applicable, shall refer to the latest time and date at which any such Offer, as so extended by the Corporation, shall expire. The term "Expiration Date" means the Series B Expiration Date, Series D Expiration Date and the Series G Expiration Date as applicable. See Section 13 -- "Extension of the Tender Period; Termination; Amendments," for a description of the Corporation's right to extend the time during which any Offer is open and to delay, terminate or amend any Offer. See also Section 8 -- "Certain Conditions of Each Offer." The Corporation expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which any Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. See Section 13 -- "Extension of the Tender Period; Termination; Amendments." There can be no assurance, however, that the Corporation will exercise its right to extend any Offer or if one Offer is extended that any other Offer will also be extended. If (a) the Corporation (i) increases or decreases the Series B Purchase Price, the Series D Purchase Price or the Series G Purchase Price or (ii) decreases the number of Depositary Shares being sought with respect to any Offer and (b) the respective Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 13 - -- "Extension of the Tender Period; Termination; Amendments," 7 such Offer will be extended until the expiration of such ten business day period. For purposes of the Offers, "business day" means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time. All Depositary Shares purchased pursuant to the Offers will be purchased at the Series B Purchase Price with respect to the Series B 9 1/8% Depositary Shares, at the Series D Purchase Price with respect to the Series D 7.92% Depositary Shares and at the Series G Purchase Price with respect to the Series G 9.12% Depositary Shares, net to the seller in cash. All Depositary Shares not purchased pursuant to any of the Offers, including Depositary Shares tendered and withdrawn, will be returned to the tendering shareholders at the Corporation's expense as promptly as practicable. SECTION 5. PROCEDURE FOR TENDERING DEPOSITARY SHARES PROPER TENDER OF DEPOSITARY SHARES. For Depositary Shares to be properly tendered pursuant to the Offers: (a) the depositary receipts for such Depositary Shares (or confirmation of receipt of such Depositary Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Series B Letter of Transmittal (or a facsimile thereof) with respect to any Series B 9 1/8% Depositary Shares, a Series D Letter of Transmittal (or a facsimile thereof) with respect to any Series D 7.92% Depositary Shares or a Series G Letter of Transmittal (or a facsimile thereof) with respect to any Series G 9.12% Depositary Shares, with any required signature guarantees (or in the case of book-entry transfer, an Agent's Message (as defined below)), and any other documents required by the applicable Letter of Transmittal, must be received before the applicable Expiration Date by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; or (b) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. A tender of Depositary Shares made pursuant to any method of delivery set forth herein will constitute a binding agreement between the tendering shareholder and the Corporation upon the terms and subject to the conditions of the applicable Offer. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is required on the applicable Letter of Transmittal if the applicable Letter of Transmittal is signed by the registered owner of the Depositary Shares (which term, for purposes of this Section, includes any participant in The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company (collectively the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the owner of the Depositary Shares) tendered therewith, and payment and delivery are to be made directly to such registered owner at such owner's address shown on the records of the Corporation, or if Depositary Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc. (each such entity being hereinafter referred to as an "Eligible Institution"). In all other cases, all signatures on the applicable Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the applicable Letter of Transmittal. If a depositary receipt representing Depositary Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or Depositary Shares not purchased or tendered are to be issued, to a person other than the registered owner, the depositary receipt must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered owner appears on the depositary receipt, with the signature on the depositary receipt or stock power guaranteed by an Eligible Institution. In all cases, payment for Depositary Shares tendered and accepted for payment pursuant to any of the Offers will be made only after timely receipt by the Depositary of depositary receipts for such Depositary Shares (or a timely confirmation of a book-entry transfer of such Depositary Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), a properly completed and duly executed Series B Letter of Transmittal (or a facsimile thereof) with respect to any Series B 9 1/8% Depositary Shares, a Series D Letter of Transmittal (or a facsimile thereof) with respect to any Series D 7.92% Depositary Shares or a Series G Letter of Transmittal (or a facsimile thereof) with respect to any Series G 9.12% Depositary Shares, with any required signature guarantees (or in the case of book-entry transfer, an Agent's Message) and any other documents required by the applicable Letter of Transmittal. The method of delivery of all documents, including depositary receipts, the applicable Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. 8 FEDERAL BACKUP WITHHOLDING. Unless an exemption applies under the applicable law and regulations concerning "backup withholding" of Federal income tax, the Depositary will be required to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a shareholder or other payee pursuant to an Offer unless the shareholder or other payee provides such person's tax identification number (social security number or employer identification number) and certifies that such number is correct. See Section 2 -- "Certain Federal Income Tax Consequences." Each tendering shareholder, other than a noncorporate foreign shareholder, should complete and sign the main signature form and the Substitute Form W-9 included as part of the applicable Letter of Transmittal, so as to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is proved in a manner satisfactory to the Corporation and the Depositary. Noncorporate foreign shareholders should generally complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to each series of Depositary Shares at each of the Book-Entry Transfer Facilities for purposes of the Offers within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in a Book-Entry Transfer Facility's system may make book-entry delivery of the Depositary Shares by causing such facility to transfer such Depositary Shares into the applicable account of the Depositary in accordance with such facility's procedure for such transfer. Even though delivery of Depositary Shares may be effected through book-entry transfer into the applicable account of the Depositary at one of the Book-Entry Transfer Facilities, a properly completed and duly executed Series B Letter of Transmittal (or a facsimile thereof) with respect to any Series B 9 1/8% Depositary Shares, Series D Letter of Transmittal (or a facsimile thereof) with respect to any Series D 7.92% Depositary Shares or Series G Letter of Transmittal (or a facsimile thereof) with respect to any Series G 9.12% Depositary Shares, with an Agent's Message and other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the applicable Expiration Date, or the guaranteed delivery procedure set forth below must be followed. DELIVERY OF THE APPLICABLE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the confirmation of book-entry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Depositary Shares, that such participant has received and agrees to be bound by the terms of the applicable Letter of Transmittal and that the Corporation may enforce such agreement against the participant. GUARANTEED DELIVERY. If a shareholder desires to tender Depositary Shares pursuant to an Offer and such shareholder's depositary receipts are not immediately available (or the procedures for book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary before the applicable Expiration Date, such Depositary Shares may nevertheless be tendered provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives (by hand, mail or facsimile transmission), on or prior to the applicable Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Corporation has provided with this Offer to Purchase; and (c) the depositary receipts for all tendered Depositary Shares in proper form for transfer (or confirmation of book-entry transfer of such Depositary Shares into the applicable account of the Depositary at one of the Book-Entry Transfer Facilities), together with a properly completed and duly executed Series B Letter of Transmittal (or a facsimile thereof) with respect to any Series B 9 1/8% Depositary Shares, a Series D Letter of Transmittal (or a facsimile thereof) with respect to any Series D 7.92% Depositary Shares or a Series G Letter of Transmittal (or a facsimile thereof) with respect to any Series G 9.12% Depositary Shares, with any required signature guarantees (or in the case of book-entry transfer, an Agent's Message) and any other documents required by the applicable Letter of Transmittal, are received by the Depositary within five NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. 9 DETERMINATIONS OF VALIDITY; REJECTION OF DEPOSITARY SHARES; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Depositary Shares will be determined by the Corporation, in its sole discretion, which determination shall be final and binding on all parties. The Corporation reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance for payment of which may, in the opinion of the Corporation's counsel, be unlawful. The Corporation also reserves the absolute right to waive any of the conditions of any of the Offers and any defect or irregularity in the tender of any particular Depositary Shares. No tender of Depositary Shares will be deemed to be properly made until all defects or irregularities have been cured or waived. None of the Corporation, the Depositary, the Information Agent, the Dealer Manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice. SECTION 6. WITHDRAWAL RIGHTS Except as otherwise provided in this Section 6, a tender of Depositary Shares pursuant to any Offer is irrevocable. Depositary Shares tendered pursuant to any of the Offers may be withdrawn at any time before the applicable Expiration Date and, unless theretofore accepted for payment by the Corporation, may also be withdrawn after 12:00 midnight, Eastern Time, on Tuesday, June 20, 1995. For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back cover of this Offer to Purchase) a written, telegraphic or facsimile transmission notice of withdrawal. Such notice of withdrawal must specify the name of the person having tendered the Depositary Shares to be withdrawn, the number of Depositary Shares to be withdrawn and the name of the registered owner, if different from that of the person who tendered such Depositary Shares. If the depositary receipts have been delivered or otherwise identified to the Depositary, then, prior to the release of such depositary receipts, the tendering shareholder must also submit the serial numbers shown on the particular depositary receipts evidencing the Depositary Shares, and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Depositary Shares tendered by an Eligible Institution). If Depositary Shares have been delivered pursuant to the procedure for book-entry transfer set forth in Section 5 -- "Procedure for Tendering Depositary Shares," the notice of withdrawal must specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Depositary Shares and otherwise comply with the procedures of such facility. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Corporation, in its sole discretion, which determination shall be final and binding on all parties. None of the Corporation, the Depositary, the Information Agent, the Dealer Manager or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. A withdrawal of a tender of Depositary Shares may not be rescinded, and Depositary Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offers. Withdrawn Depositary Shares may, however, be retendered before the applicable Expiration Date by again following any of the procedures described in Section 5 - -- "Procedure for Tendering Depositary Shares." SECTION 7. ACCEPTANCE FOR PAYMENT OF DEPOSITARY SHARES AND PAYMENT OF PURCHASE PRICE Upon the terms and subject to the conditions of the Offers, promptly after the applicable Expiration Date, the Corporation will purchase and pay the Series B Purchase Price with respect to any and all Series B 9 1/8% Depositary Shares, the Series D Purchase Price with respect to any and all Series D 7.92% Depositary Shares and the Series G Purchase Price with respect to any and all Series G 9.12% Depositary Shares (in each case subject to certain matters discussed in Section 4 -- "Expiration Date; Extension of the Offers" and Section 13 -- "Extension of the Tender Period; Termination; Amendments") as are properly tendered and not withdrawn as permitted in Section 6 -- "Withdrawal Rights." For purposes of each Offer, the Corporation will be deemed to have accepted for payment (and thereby purchased) Depositary Shares which are tendered and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such Depositary Shares for payment pursuant to the applicable Offer. 10 Payment for Depositary Shares purchased pursuant to any of the Offers will be made by depositing the aggregate applicable Purchase Price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Corporation and transmitting payment to the tendering shareholders. Notwithstanding any other provision hereof, payment for Depositary Shares accepted for payment pursuant to any of the Offers will in all cases be made only after timely receipt by the Depositary of depositary receipts for such Depositary Shares (or a timely confirmation by a Book-Entry Transfer Facility of book-entry transfer of such Depositary Shares to the Depositary), a properly completed and duly executed applicable Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or, in the case of book-entry transfer, an Agent's Message) and any other required documents. Under no circumstances will interest be paid on the purchase price of any of the Depositary Shares to be paid by the Corporation, regardless of any delay in making such payment. The Corporation will pay any stock transfer taxes with respect to the transfer and sale of Depositary Shares to it pursuant to the Offers. If, however, payment of the applicable Purchase Price is to be made to, or if depositary receipts for Depositary Shares not tendered or accepted for purchase are to be registered in the name of, any person other than the registered holder, or if tendered depositary receipts are registered in the name of any person other than the person signing the applicable Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the applicable Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. See Instruction 6 of the applicable Letter of Transmittal. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFERS. SEE SECTION 5 -- "PROCEDURE FOR TENDERING DEPOSITARY SHARES." SECTION 8. CERTAIN CONDITIONS OF EACH OFFER Notwithstanding any other provision of the Offers, and in addition to (and not in limitation of) the Corporation's right to extend or amend any Offer at any time in its sole discretion, the Corporation shall not be required to accept for payment or make payment for any Depositary Shares tendered, and may terminate or amend the Offers or any Offer, if before acceptance for payment or payment for any of the Series B 9 1/8% Depositary Shares with respect to the Series B Offer, the Series D 7.92% Depositary Shares with respect to the Series D Offer and the Series G 9.12% Depositary Shares with respect to the Series G Offer, any of the following shall have occurred (or shall have been determined by the Corporation to have occurred): (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, before any court or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which (i) challenges the making of any Offer, the acquisition of Depositary Shares pursuant to any Offer or otherwise relates in any manner to the Offers; or (ii) in the sole judgment of the Corporation, could materially adversely affect the business, condition (financial or other), income, operations or prospects of the Corporation and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Corporation or any of its subsidiaries or materially impair the contemplated benefits of any Offer to the Corporation; (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to any Offer or the Corporation or any of its subsidiaries, by any court or any government or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which, in the Corporation's sole judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, Depositary Shares 11 illegal or otherwise restrict or prohibit consummation of any Offer; (ii) delay or restrict the ability of the Corporation, or render the Corporation unable, to accept for payment, or pay for, Depositary Shares; (iii) materially impair the contemplated benefits of any Offer to the Corporation; or (iv) materially adversely affect the business, condition (financial or other), income, operations or prospects of the Corporation and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Corporation or any of its subsidiaries; (c) there shall have occurred after April 24, 1995, (i) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market (excluding any coordinated trading halt triggered solely as a result of a specified decrease in a market index), (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States, (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of the Corporation, might affect, the extension of credit by banks or other lending institutions in the United States, (v) any significant decrease in the market price of the Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares, or the Series G 9.12% Depositary Shares, (vi) any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the sole judgment of the Corporation, have a material adverse effect on the Corporation's business, operations, prospects or the trading in the Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares, or the Series G 9.12% Depositary Shares, (vii) in the case of any of the foregoing existing at the time of the commencement of the Offers, a material acceleration or worsening thereof, (viii) any decline in either the Dow Jones Industrial Average (4,303.98 at the close of business on April 24, 1995) or the Standard and Poor's Index of 500 Industrial Companies (512.89 at the close of business on April 24, 1995) by an amount in excess of 15% measured from the close of business on April 24, 1995 or (ix) any increase in the Thirty Year Treasury Bond Rate (7.31% at 3:00 p.m. Eastern Time on April 24, 1995) by an amount in excess of 75 basis points measured from 3:00 p.m. Eastern Time on April 24, 1995 to 3:00 p.m. Eastern Time on any day thereafter. Thirty Year Treasury Bond Rate shall mean the yield for the U.S. Treasury Bonds due February 15, 2025 with a coupon of 7 5/8% that appears on the display designated as "Page 5" on the Dow Jones Telerate Service (or similar other page as may replace Page 5 on that service); (d) after April 24, 1995, any tender or exchange offer with respect to the Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares, or the Series G 9.12% Depositary Shares (other than the Offers) or any other class of the Corporation's securities, or any merger, acquisition, business combination or other similar transaction with or involving the Corporation or any subsidiary, shall have been proposed, announced or made by any person or entity; (e) after April 24, 1995, any change shall occur or be threatened in the business, condition (financial or other), income, operations or prospects of the Corporation or its subsidiaries taken as a whole, which, in the sole judgment of the Corporation, is or may be materially adverse to the Corporation; or (f) (i) any person, entity or "group" (as that term is used in Section 13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of any class of outstanding common stock of the Corporation (other than a person, entity or group which had publicly disclosed such ownership in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission prior to April 25, 1995), (ii) any new group shall have been formed which beneficially owns more than 5% of any class of outstanding common stock of the Corporation or (iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, or made a public announcement reflecting an intent to acquire the Corporation or any of its subsidiaries or any of their respective assets or securities; 12 and, in the sole judgment of the Corporation, in any such case and regardless of the circumstances (including any action or inaction by the Corporation) giving rise to such condition, such event makes it inadvisable to proceed with one or more of the Offers or with such acceptance for payment or payment. EACH OFFER IS INDEPENDENT OF THE OTHER OFFERS AND IS NOT CONDITIONED UPON THE CONSUMMATION OF ANY OTHER OFFER. The foregoing conditions are for the sole benefit of the Corporation and may be asserted by the Corporation with respect to all or less than all of the Offers regardless of the circumstances (including any action or inaction by the Corporation) giving rise to any such condition, and any such condition may be waived by the Corporation, in whole or in part, at any time and from time to time in its sole discretion, with respect to all or less than all of the Offers; provided, however, that the Exchange Act and the rules and regulations promulgated thereunder require that all conditions to any Offer, other than those relating to the receipt of certain necessary governmental approvals, must be satisfied or waived prior to the applicable Expiration Date. The Corporation's failure at any time to exercise any of the foregoing rights with respect to all or any of the Offers shall not be deemed a waiver of any such right for any Offer. The waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances, and each such right shall be deemed an ongoing right which may be asserted with respect to any Offer at any time and from time to time. The waiver of any such right with respect to one Offer shall not be deemed a waiver with respect to any other Offer. Any determination by the Corporation concerning the events described above and any related judgment by the Corporation regarding the inadvisability of proceeding with the acceptance for payment or payment for any tendered Depositary Shares will be final and binding on all parties. SECTION 9. PRICE RANGES OF THE DEPOSITARY SHARES; DIVIDENDS THE SERIES B 9 1/8% DEPOSITARY SHARES The Series B 9 1/8% Depositary Shares are listed and traded on the NYSE under the symbol GM Pr Q. The following table sets forth, for each period shown, the high and low sales prices of the Series B 9 1/8% Depositary Shares as reported on the NYSE Composite Tape and the dividends paid per Series B 9 1/8% Depositary Share. The Series B 9 1/8% Depositary Shares were first traded on December 6, 1991.
SERIES B 9 1/8% DEPOSITARY SHARE DIVIDENDS PAID PRICE RANGE PER SERIES B -------------------- 9 1/8% DEPOSITARY HIGH LOW SHARE(1)(2) --------- --------- ----------------- 1993 1st Quarter.............................................................. $ 27.38 $ 24.88 $ 0.570313 2nd Quarter.............................................................. 27.88 26.25 0.570313 3rd Quarter.............................................................. 28.38 26.88 0.570313 4th Quarter.............................................................. 28.25 26.88 0.570313 1994 1st Quarter.............................................................. $ 28.13 $ 25.50 $ 0.570313 2nd Quarter.............................................................. 27.38 25.13 0.570313 3rd Quarter.............................................................. 26.88 25.63 0.570313 4th Quarter.............................................................. 25.75 24.75 0.570313 1995 1st Quarter.............................................................. $ 26.88 $ 24.75 $ 0.570313 2nd Quarter (through April 24, 1995)..................................... 26.25 25.88 -- - --------- (1) Accrued dividends for each of the quarters ending March, June, September and December of each year are payable on the first business day of each succeeding May, August, November and February, respectively. (2) The Corporation expects to pay the regular quarterly cash dividend of $0.570313 for the first quarter of 1995 on the payment date of May 1, 1995.
13 On April 24, 1995, the last trading day before the Corporation announced the Offers, the closing sales price of the Series B 9 1/8% Depositary Shares as reported on the NYSE Composite Tape was $26.13 per Series B 9 1/8% Depositary Share. Shareholders are urged to obtain a current market quotation for the Series B 9 1/8% Depositary Shares. As of April 24, 1995, the Corporation had issued and outstanding 44,300,000 Series B 9 1/8% Depositary Shares. As of April 21, 1995, there were approximately 14,314 record holders of Series B 9 1/8% Depositary Shares. Holders of shares of the Series B 9 1/8% Preference Stock are entitled to receive dividends at a fixed annual rate of 9 1/8% of the per share stated value (equivalent to $9.125 per annum per share of Series B 9 1/8% Preference Stock and $2.28125 per annum per Series B 9 1/8% Depositary Share). Such dividends are cumulative and are payable, when and as declared by the Board of Directors out of funds legally available therefor, quarterly for each of the quarters ending March, June, September and December of each year, payable in arrears on the first business day that is not a legal holiday of each succeeding May, August, November and February, respectively. Each such dividend is payable to holders of record as they appear in the stock records of the Corporation at the close of business on each record date, which is not less than 10 nor more than 50 days preceding the payment date, as fixed by the Board of Directors. There are no contractual or legal restrictions on the Corporation's present or future ability to pay such dividends, including under its Restated Certificate of Incorporation, except those restrictions imposed by Delaware law, which provides, as a general matter, that dividends may not be paid if (i) the Corporation is insolvent or, after giving effect to such payment, would thereby be made insolvent or (ii) the net assets of the Corporation remaining after such payment will not at least equal the amount of its stated capital. The record date for the regular quarterly cash dividend of $0.570313 is April 3, 1995 for the first quarter of 1995, and the related payment date is May 1, 1995. Holders of Series B 9 1/8% Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly dividend to be paid by the Corporation for the first quarter of 1995. Holders of Series B 9 1/8% Depositary Shares tendered and purchased by the Corporation will not, however, receive or otherwise be entitled to any regular quarterly dividend declared or paid by the Corporation thereafter or any accrued dividends in respect thereof. THE SERIES D 7.92% DEPOSITARY SHARES The Series D 7.92% Depositary Shares are listed and traded on the NYSE under the symbol GM Pr D. The following table sets forth, for each period shown, the high and low sales prices of the Series D 7.92% Depositary Shares as reported on the NYSE Composite Tape and the dividends paid per Series D 7.92% Depositary Share. The Series D 7.92% Depositary Shares were first traded on July 13, 1992.
SERIES D 7.92% DEPOSITARY SHARE DIVIDENDS PAID PRICE RANGE PER SERIES D -------------------- 7.92% DEPOSITARY HIGH LOW SHARE(1)(2) --------- --------- ------------------- 1993 1st Quarter............................................................. $ 26.25 $ 22.00 $ 0.495 2nd Quarter............................................................. 27.25 24.63 0.495 3rd Quarter............................................................. 26.88 25.13 0.495 4th Quarter............................................................. 26.75 25.13 0.495 1994 1st Quarter............................................................. $ 26.88 $ 24.25 $ 0.495 2nd Quarter............................................................. 25.38 23.38 0.495 3rd Quarter............................................................. 25.00 23.75 0.495 4th Quarter............................................................. 24.25 22.25 0.495 1995 1st Quarter............................................................. $ 25.50 $ 22.38 $ 0.495 2nd Quarter (through April 24, 1995).................................... 25.38 24.63 -- - --------- (1) Accrued dividends for each of the quarters ending March, June, September and December of each year are payable on the first business day of each succeeding May, August, November and February, respectively. (2) The Corporation expects to pay the regular quarterly cash dividend of $0.495 for the first quarter of 1995 on the payment date of May 1, 1995.
14 On April 24, 1995, the last trading day before the Corporation announced the Offers, the closing sales price of the Series D 7.92% Depositary Shares as reported on the NYSE Composite Tape was $25.13 per Series D 7.92% Depositary Share. Shareholders are urged to obtain a current market quotation for the Series D 7.92% Depositary Shares. As of April 24, 1995, the Corporation had issued and outstanding 15,700,000 Series D 7.92% Depositary Shares. As of April 21, 1995, there were approximately 4,711 record holders of Series D 7.92% Depositary Shares. Holders of shares of the Series D 7.92% Preference Stock are entitled to receive dividends at a fixed annual rate of 7.92% of the per share stated value (equivalent to $7.92 per annum per share of Series D 7.92% Preference Stock and $1.98 per annum per Series D 7.92% Depositary Share). Such dividends are cumulative and are payable, when and as declared by the Board of Directors out of funds legally available therefor, quarterly for each of the quarters ending March, June, September and December of each year, payable in arrears on the first business day that is not a legal holiday of each succeeding May, August, November and February, respectively. Each such dividend is payable to holders of record as they appear in the stock records of the Corporation at the close of business on each record date, which is not less than 10 nor more than 50 days preceding the payment date, as fixed by the Board of Directors. There are no contractual or legal restrictions on the Corporation's present or future ability to pay such dividends, including under its Restated Certificate of Incorporation, except those restrictions imposed by Delaware law, which provides, as a general matter, that dividends may not be paid if (i) the corporation is insolvent or, after giving effect to such payment, would thereby be made insolvent or (ii) the net assets of the Corporation remaining after such payment will not at least equal the amount of its stated capital. The record date for the regular quarterly cash dividend of $0.495 is April 3, 1995 for the first quarter of 1995, and the related payment date is May 1, 1995. Holders of Series D 7.92% Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly dividend to be paid by the Corporation for the first quarter of 1995. Holders of Series D 7.92% Depositary Shares tendered and purchased by the Corporation will not, however, receive or otherwise be entitled to any regular quarterly dividend declared or paid by the Corporation thereafter or any accrued dividends in respect thereof. THE SERIES G 9.12% DEPOSITARY SHARES The Series G 9.12% Depositary Shares are listed and traded on the NYSE under the symbol GM Pr G. The following table sets forth, for each period shown, the high and low sales prices of the Series G 9.12% Depositary Shares as reported on the NYSE Composite Tape and the dividends paid per Series G 9.12% Depositary Share. The Series G 9.12% Depositary Shares were first traded on December 15, 1992.
SERIES G 9.12% DEPOSITARY DIVIDENDS PAID PER SHARE PRICE RANGE SERIES G -------------------- 9.12% DEPOSITARY HIGH LOW SHARE(1)(2) --------- --------- ------------------- 1993 1st Quarter................................................... $ 27.75 $ 25.13 $ 0.63 2nd Quarter................................................... 28.13 26.50 0.57 3rd Quarter................................................... 29.13 27.00 0.57 4th Quarter................................................... 28.50 27.25 0.57 1994 1st Quarter................................................... $ 28.75 $ 25.63 $ 0.57 2nd Quarter................................................... 27.63 24.25 0.57 3rd Quarter................................................... 27.13 25.75 0.57 4th Quarter................................................... 26.13 24.75 0.57 1995 1st Quarter................................................... $ 27.00 $ 24.88 $ 0.57 2nd Quarter (through April 24, 1995).......................... 26.75 26.00 -- - --------- (1) Accrued dividends for each of the quarters ending March, June, September and December of each year are payable on the first business day of each succeeding May, August, November and February, respectively. (2) The Corporation expects to pay the regular quarterly cash dividend of $0.57 for the first quarter of 1995 on the payment date of May 1, 1995.
15 On April 24, 1995, the last trading day before the Corporation announced the Offers, the closing sales price of the Series G 9.12% Depositary Shares as reported on the NYSE Composite Tape was $26.50 per Series G 9.12% Depositary Share. Shareholders are urged to obtain a current market quotation for the Series G 9.12% Depositary Shares. As of April 24, 1995, the Corporation had issued and outstanding 23,000,000 Series G 9.12% Depositary Shares. As of April 21, 1995, there were approximately 7,337 record holders of Series G 9.12% Depositary Shares. Holders of shares of the Series G 9.12% Preference Stock are entitled to receive dividends at a fixed annual rate of 9.12% of the per share stated value (equivalent to $9.12 per annum per share of Series G 9.12% Preference Stock and $2.28 per annum per Series G 9.12% Depositary Share). Such dividends are cumulative and are payable, when and as declared by the Board of Directors out of funds legally available therefor, quarterly for each of the quarters ending March, June, September and December of each year, payable in arrears on the first business day that is not a legal holiday of each succeeding May, August, November and February, respectively. Each such dividend is payable to holders of record as they appear in the stock records of the Corporation at the close of business on each record date, which is not less than 10 nor more than 50 days preceding the payment date, as fixed by the Board of Directors. There are no contractual or legal restrictions on the Corporation's present or future ability to pay such dividends, including under its Restated Certificate of Incorporation, except those restrictions imposed by Delaware law, which provides, as a general matter, that dividends may not be paid if (i) the corporation is insolvent or, after giving effect to such payment, would thereby be made insolvent or (ii) the net assets of the Corporation remaining after such payment will not at least equal the amount of its stated capital. The record date for the regular quarterly cash dividend of $0.57 is April 3, 1995 for the first quarter of 1995, and the related payment date is May 1, 1995. Holders of Series G 9.12% Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly dividend to be paid by the Corporation for the first quarter of 1995. The Series G 9.12% Depositary Shares tendered and purchased by the Corporation will not, however, receive or otherwise be entitled to any regular quarterly dividend declared or paid by the Corporation thereafter or any accrued dividends in respect thereof. SECTION 10. CERTAIN INFORMATION CONCERNING THE CORPORATION The major portion of General Motors' operations is derived from the automotive products industry segment, consisting of the design, manufacture, assembly, and sale of automobiles, trucks, and related parts and accessories. General Motors also has financing and insurance operations and produces products and provides services in other industry segments. 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 offer financial services and certain types of insurance to dealers and customers. In addition, GMAC and its subsidiaries are engaged in mortgage banking and investment services. Hughes Electronics Corporation, a wholly owned subsidiary of General Motors ("Hughes"), develops, manufactures and markets automotive electronics components, satellites and satellite-based communications systems, aerospace and defense electronics products and systems, and provides related services. Electronic Data Systems Corporation, an indirectly wholly owned subsidiary of General Motors, designs, installs, and operates business information and communications systems. General Motors or its subsidiaries are also engaged in the design, development, and manufacture of locomotives. 16 SELECTED HISTORICAL FINANCIAL DATA OF GENERAL MOTORS Set forth below is certain consolidated historical financial data for the Corporation and its subsidiaries. The historical financial information as of and for the years ended December 31, 1994, December 31, 1993 and December 31, 1992 has been summarized from the Corporation's audited consolidated financial statements contained in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference. The following selected historical financial data should be read in conjunction with, and is qualified in its entirety by reference to, such audited consolidated financial statements and the notes thereto and Management's Discussion and Analysis therein. See "Additional Information" below.
AS OF AND FOR THE YEARS ENDED DECEMBER 31, ---------------------------------------- 1994 1993 1992 ------------ ------------ ------------ (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) OPERATING RESULTS Total net sales and revenues....................................... $ 154,951.2 $ 138,219.5 $ 132,242.2 Costs and expenses(1).............................................. 146,597.9 135,644.2 135,575.3 Income taxes (credit).............................................. 2,694.6 109.5 (712.5) ------------ ------------ ------------ Income (Loss) before cumulative effect of accounting changes....... 5,658.7 2,465.8 (2,620.6) Cumulative effect of accounting changes(2)......................... (758.1) -- (20,877.7) ------------ ------------ ------------ Net income (loss)................................................ $ 4,900.6 $ 2,465.8 $ (23,498.3) ------------ ------------ ------------ ------------ ------------ ------------ PER SHARE DATA $1 2/3 Par Value Common Stock Earnings (Loss) per share including unfavorable cumulative effect of accounting changes........................................... $5.15 $2.13 $(38.28) Cash dividends per share......................................... $0.80 $0.80 $1.40 Class E Common Stock Earnings per share............................................... $1.71 $1.51 $1.33 Cash dividends per share......................................... $0.48 $0.40 $0.36 Class H Common Stock Earnings (Loss) per share including unfavorable cumulative effect of accounting changes........................................... $2.62 $2.30 $(2.29) Cash dividends per share......................................... $0.80 $0.72 $0.72 SELECTED FINANCIAL DATA Expenditures for real estate, plants, and equipment................ $ 4,883.7 $ 3,822.1 $ 4,336.7 Cash and cash equivalents.......................................... 10,939.0 13,790.5 11,078.6 Expenditures for special tools..................................... 2,341.4 2,648.6 2,252.9 Working capital (with GMAC on an equity basis)..................... 700.9 2,822.2 10,938.6 Long-term debt and capitalized leases (with GMAC on an equity basis)........................................................... 6,218.7 6,383.6 7,055.4 Stockholders' equity(2)............................................ 12,823.8 5,597.5 6,225.6 Total assets....................................................... $ 198,598.7 $ 188,200.9 $ 190,196.0 Ratios of earnings to combined fixed charges and preferred stock dividends(3)..................................................... 2.31 1.35 --(4)
REFER TO ACCOMPANYING NOTES ON NEXT PAGE. 17 (1) Includes $950.0 million and $1,237.0 million in special provisions for scheduled plant closings and other restructurings in 1993 and 1992, respectively. (2) Effective January 1, 1994, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 112, Employers' Accounting for Postemployment Benefits. The unfavorable cumulative effect of adopting this Standard, determined on a discounted basis, was $1,220.1 million ($758.1 million after tax), or $751.3 million ($1.05 per share) attributable to $1 2/3 Par Value Common Stock and $6.8 million ($0.08 per share) attributable to Class H Common Stock. Also effective January 1, 1994, the Corporation adopted SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which resulted in a $241.0 million after-tax increase in Stockholders' Equity. Effective January 1, 1993, GMAC adopted SFAS No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts, and the resulting increase in the Corporation's assets and liabilities was not material. Effective January 1, 1992, the Corporation adopted SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. The cumulative effect of this accounting change as of January 1, 1992 was $33,116.1 million, or $20,837.7 million after-tax ($33.38 per share of $1 2/3 Par Value Common Stock and $2.08 per share of Class H Common Stock). The incremental ongoing effect in 1992 of this accounting change was to increase the loss before cumulative effect of accounting changes by $2,198.8 million, or $1,384.2 million after-tax ($2.05 per share of $1 2/3 Par Value Common Stock and $0.11 per share of Class H Common Stock). The incremental ongoing effect in 1993 reduced net income by $1,486.8 million after-tax ($2.08 per share of $1 2/3 Par Value Common Stock and $0.14 per share of Class H Common Stock). The incremental ongoing effect in 1994 reduced net income by $1,398.6 million after-tax ($1.87 per share of $1 2/3 Par Value Common Stock and $0.15 per share of Class H Common Stock). (3) For purposes of computing the ratios of earnings to combined fixed charges and preferred stock dividends, "earnings" consist of consolidated income (loss) before cumulative effect of accounting changes 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; and "preferred stock dividends" consist of the pre-tax earnings required to pay dividends on all preferred and preference stocks. (4) In 1992, earnings were inadequate to cover combined fixed charges and preferred stock dividends by $3,418.9 million.
18 RECENT DEVELOPMENTS Set forth below is certain interim consolidated financial data for the Corporation and its subsidiaries. The unaudited consolidated financial data as of and for the three months ended March 31, 1995 and 1994, in the opinion of management, reflects all adjustments (consisting only of normal recurring items, except as described in the notes hereto) necessary to present fairly the results for such periods. Interim results are not necessarily indicative of the results which may be expected for any other interim period or for the full year.
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, -------------------------- 1995 1994 ------------ ------------ (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) OPERATING RESULTS Total net sales and revenues..................................................... $ 43,285.0 $ 37,495.4 Costs and expenses............................................................... 39,805.3 35,043.3 Income taxes..................................................................... 1,325.7 840.3 ------------ ------------ Income before cumulative effect of accounting change............................. 2,154.0 1,611.8 Cumulative effect of accounting change(1)........................................ -- (758.1) ------------ ------------ Net income..................................................................... $ 2,154.0 $ 853.7 ------------ ------------ ------------ ------------ PER SHARE DATA $1 2/3 Par Value Common Stock Earnings per share including unfavorable cumulative effect of accounting change............................................................ $2.51 $0.81 Cash dividends per share....................................................... $0.20 $0.20 Class E Common Stock Earnings per share............................................................. $0.42 $0.36 Cash dividends per share....................................................... $0.13 $0.12 Class H Common Stock Earnings per share including unfavorable cumulative effect of accounting change............................................................ $0.67 $0.70 Cash dividends per share....................................................... $0.23 $0.20 SELECTED FINANCIAL DATA Expenditures for real estate, plants, and equipment.............................. $ 1,153.8 $ 733.5 Cash and cash equivalents........................................................ 10,418.9 10,710.0 Expenditures for special tools................................................... 725.3 467.9 Working capital (with GMAC on an equity basis)................................... 2,625.3 4,687.7 Long-term debt and capitalized leases (with GMAC on an equity basis)............. 6,318.9 6,711.6 Stockholders' equity(1).......................................................... 21,366.5 6,936.5 Total assets..................................................................... $ 205,559.6 $ 191,727.6 Ratios of earnings to combined fixed charges and preferred stock dividends(2).... 2.96 2.67
REFER TO ACCOMPANYING NOTES ON NEXT PAGE. 19 (1) Effective January 1, 1994, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 112, Employers' Accounting for Postemployment Benefits. The unfavorable cumulative effect of adopting this Standard, determined on a discounted basis, was $1,220.1 million ($758.1 million after tax), or $751.3 million ($1.05 per share) attributable to $1 2/3 Par Value Common Stock and $6.8 million ($0.08 per share) attributable to Class H Common Stock. Also effective January 1, 1994, the Corporation adopted SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which resulted in a $241.0 million after-tax increase in Stockholders' Equity. (2) For purposes of computing the ratios of earnings to combined fixed charges and preferred stock dividends, "earnings" consist of consolidated income before cumulative effect of accounting change plus income taxes and fixed charges included in net income 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; and "preferred stock dividends" consist of the pre-tax earnings required to pay dividends on all preferred and preference stocks.
ADDITIONAL INFORMATION. The Corporation is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Commission. The Corporation is required to disclose in such proxy statements certain information, as of particular dates, concerning the Corporation's directors and officers, their remuneration, stock options granted to them, the principal holders of the Corporation's securities and any material interest of such persons in transactions with the Corporation. The Corporation has also filed a Transaction Statement on Schedule 13E-3 and an Issuer Tender Offer Statement on Schedule 13E-4 with the Commission which includes certain additional information relating to the Offer. Such material can be inspected and copied at the public reference facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates and at its regional offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Corporation's Schedule 13E-3 and Schedule 13E-4 will not be available at the Commission's regional offices. Reports, proxy statements and other information concerning General Motors can also be inspected at the offices of the New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005, where the $1 2/3 Par Value Common Stock, Class E Common Stock and Class H Common Stock of General Motors are listed and at the offices of the following other stock exchanges where the $1 2/3 Par Value Common Stock is listed: the Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; the Pacific Stock Exchange, Inc., 233 South Beaudry, Los Angeles, CA 90012 and 301 Pine Street, San Francisco, California 94104; and the Philadelphia Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103. Copies may also be obtained by mail from the Commission's Public Reference Section, 450 Fifth Street, N.W., Washington D.C. 20549. SECTION 11. SOURCE AND AMOUNT OF FUNDS Assuming that the Corporation purchases all outstanding Series B 9 1/8% Depositary Shares, Series D 7.92% Depositary Shares and Series G 9.12% Depositary Shares pursuant to the Offers, the total amount required by the Corporation to purchase such Depositary Shares and pay related fees and expenses will be approximately $2.3 billion. See Section 14 -- "Fees and Expenses." The Corporation anticipates that it will fund the purchase of Depositary Shares pursuant to the Offers and the payment of related fees and expenses from available cash of the Corporation. SECTION 12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE DEPOSITARY SHARES SERIES B 9 1/8% DEPOSITARY SHARES The Series B 9 1/8% Depositary Shares were issued by the Corporation in an underwritten public offering for cash which was registered under the Securities Act of 1933. The offering, which commenced on December 5, 1991, was for 44,300,000 Series B 9 1/8% Depositary Shares (including 4,300,000 Series B 9 1/8% 20 Depositary Shares purchased upon exercise of the underwriters' over-allotment option) at a price to the public of $25 per Series B 9 1/8% Depositary Share, and the Corporation received aggregate proceeds of $1,072,689,875 after deducting the aggregate underwriting discount of $34,810,125, but before expenses. Based upon the Corporation's records and upon information provided to the Corporation by its directors, executive officers and affiliates, neither the Corporation nor any of its subsidiaries nor, to the best of the Corporation's knowledge, any of the directors or executive officers of the Corporation or any of its subsidiaries, nor any associates of any of the foregoing, has effected any transactions in the Series B 9 1/8% Depositary Shares since the issuance of the Series B 9 1/8% Depositary Shares in 1991. SERIES D 7.92% DEPOSITARY SHARES The Series D 7.92% Depositary Shares were issued by the Corporation in an underwritten public offering for cash which was registered under the Securities Act of 1933. The offering, which commenced on July 10, 1992, was for 15,700,000 Series D 7.92% Depositary Shares (including 1,700,000 Series D 7.92% Depositary Shares purchased upon exercise of the underwriters' over-allotment option) at a price to the public of $25 per Series D 7.92% Depositary Share, and the Corporation received aggregate proceeds of $380,136,250 after deducting the aggregate underwriting discount of $12,363,750, but before expenses. Based upon the Corporation's records and upon information provided to the Corporation by its directors, executive officers and affiliates, neither the Corporation nor any of its subsidiaries nor, to the best of the Corporation's knowledge, any of the directors or executive officers of the Corporation or any of its subsidiaries, nor any associates of any of the foregoing, has effected any transactions in the Series D 7.92% Depositary Shares since the issuance of the Series D 7.92% Depositary Shares in 1992. SERIES G 9.12% DEPOSITARY SHARES The Series G 9.12% Depositary Shares were issued by the Corporation in an underwritten public offering for cash which was registered under the Securities Act of 1933. The offering, which commenced on December 11, 1992, was for 23,000,000 Series G 9.12% Depositary Shares (including 3,000,000 Series G 9.12% Depositary Shares purchased upon exercise of the underwriters' over-allotment option) at a price to the public of $25 per Series G 9.12% Depositary Share, and the Corporation received aggregate proceeds of $556,887,500 after deducting the aggregate underwriting discount of $18,112,500, but before expenses. Based upon the Corporation's records and upon information provided to the Corporation by its directors, executive officers and affiliates, neither the Corporation nor any of its subsidiaries nor, to the best of the Corporation's knowledge, any of the directors or executive officers of the Corporation or any of its subsidiaries, nor any associates of any of the foregoing, has effected any transactions in the Series G 9.12% Depositary Shares since the issuance of the Series G 9.12% Depositary Shares in 1992. Except as set forth in this Offer to Purchase, neither the Corporation nor, to the best of the Corporation's knowledge, any of its affiliates, directors or executive officers or any of the executive officers or directors of its subsidiaries, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offers with respect to any securities of the Corporation (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer of the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). As of April 24, 1995, neither the Corporation or any subsidiary or affiliate nor, to the Corporation's knowledge, any of their respective directors or executive officers, owns any of the Depositary Shares, except for an executive officer of the Corporation who owns 2,000 Series G 9.12% Depositary Shares purchased at the time of the issuance thereof. SECTION 13. EXTENSION OF THE TENDER PERIOD; TERMINATION; AMENDMENTS The Corporation expressly reserves the right, in its sole discretion, at any time or from time to time and regardless of whether or not any of the events set forth in Section 8 -- "Certain Conditions of Each Offer" shall have occurred or shall be deemed by the Corporation to have occurred, to extend the period of time during which each Offer is open and thereby delay acceptance for payment of, or payment for, any Depositary Shares by giving oral or written notice of such extension to the Depositary and making a public 21 announcement thereof. During any such extension for any of the Offers, all Depositary Shares previously tendered and not purchased or withdrawn will remain subject to the respective Offer, except to the extent that such Depositary Shares may be withdrawn as set forth in Section 6 -- "Withdrawal Rights." The Corporation also expressly reserves the right, in its sole discretion, to terminate the Offers or any of the Offers, not accept for payment and not make payment for any Depositary Shares not theretofore accepted for payment or paid for upon the occurrence of any of the conditions specified in Section 8 -- "Certain Conditions of Each Offer" by giving oral or written notice of such termination to the Depositary and making a public announcement thereof. Subject to compliance with applicable law, the Corporation further reserves the right, in its sole discretion, and regardless of whether or not any of the events set forth in Section 8 -- "Certain Conditions of Each Offer" shall have occurred or shall be deemed by the Corporation to have occurred, to amend any of the Offers in any respect (including, without limitation, by decreasing or increasing the consideration offered in the respective Offer or by decreasing the number of Depositary Shares being sought in the respective Offer). Amendments to any of the Offers may be made at any time or from time to time effected by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled applicable Expiration Date. Any public announcement made pursuant to any of the Offers will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which the Corporation may choose to make a public announcement, except as required by applicable law, the Corporation shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If the Corporation materially changes the terms of any of the Offers or the information concerning any of the Offers or if it waives a material condition of any of the Offers, the Corporation will extend the applicable Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. The Commission has stated that, as a general rule, it is of the view that an offer should remain open for a minimum of five business days from the date that notice of such a material change is first published, sent or given. If (a) the Corporation (i) increases or decreases the price to be paid for any of the Depositary Shares or (ii) decreases the number of Depositary Shares being sought with respect to any of the Offers and (b) such Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from and including the date that notice of such increase or decrease is first published, sent or given, the applicable Offer will be extended until the expiration of such period of ten business days. EACH OFFER IS INDEPENDENT OF THE OTHER OFFERS, AND IF THE CORPORATION EXTENDS OR AMENDS ANY OF THE OFFERS FOR ANY REASON, THE CORPORATION WILL HAVE NO OBLIGATION TO EXTEND THE OTHER OFFERS. SECTION 14. FEES AND EXPENSES The Corporation has retained The First National Bank of Boston as Depositary, Georgeson & Company Inc. as Information Agent and Merrill Lynch & Co. as Dealer Manager in connection with the Offers. The Information Agent and Dealer Manager will assist shareholders who request assistance in connection with the Offers and may request brokers, dealers and other nominee shareholders to forward materials relating to any of the Offers to beneficial owners. The Corporation has agreed to pay the Dealer Manager, upon acceptance for payment of Depositary Shares pursuant to any of the Offers, a fee of $0.10 per Depositary Share purchased in the Offers. The Dealer Manager will also be reimbursed by the Corporation for its reasonable out-of-pocket expenses, including attorneys' fees. The Dealer Manager has rendered, is currently rendering and is expected to continue to render various investment banking and other advisory services to the Corporation. It has received, and will continue to receive, customary compensation from the Corporation for such services. The Depositary and Information Agent will receive reasonable and customary compensation for their services in connection with the Offers and will also be reimbursed for reasonable out-of-pocket expenses, including attorneys' fees. The Corporation has agreed to indemnify the Depositary, 22 Information Agent and Dealer Manager against certain liabilities in connection with the Offers, including certain liabilities under the Federal securities laws. Neither the Depositary nor the Information Agent has been retained to make solicitations, and none of the Depositary, Information Agent or Dealer Manager has been retained to make recommendations, in their respective roles as Depositary, Information Agent and Dealer Manager. The Corporation will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share), for Depositary Shares tendered, accepted for payment and paid for pursuant to any of the Offers. For purposes of this Section 14, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to any of the Offers. No such fee shall be payable to a Soliciting Dealer in respect of Depositary Shares registered in the name of such Soliciting Dealer unless such Depositary Shares are held by such Soliciting Dealer as nominee and such Depositary Shares are being tendered for the benefit of one or more beneficial owners identified in the applicable Letter of Transmittal or in the applicable Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Depositary Shares by a holder unless the applicable Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the applicable Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer with respect to the tender of Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within 5 business days after the applicable Expiration Date. No such fee shall be payable to a Soliciting Dealer to the extent such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Corporation, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offers. The Corporation will pay (or cause to be paid) any stock transfer taxes on its purchase of Depositary Shares, except as otherwise provided in Instruction 6 of the applicable Letter of Transmittal. Assuming all outstanding Depositary Shares are tendered pursuant to the Offers, it is estimated that the expenses incurred by the Corporation in connection with the Offers will be approximately as set forth below. The Corporation will be responsible for paying all such expenses. Dealer Manager fees.................... $ 8,300,000 Solicitation fees...................... 31,125,000 Printing and mailing fees.............. 400,000 Filing fees............................ 460,583 Legal, accounting and miscellaneous.... 700,000 ---------------- Total................................ $ 40,985,583 ---------------- ----------------
23 SECTION 15. MISCELLANEOUS The Offers are not being made to, nor will the Corporation accept tenders from, owners of Depositary Shares in any jurisdiction in which an applicable Offer or its acceptance would not be in compliance with the laws of such jurisdiction. The Corporation is not aware of any jurisdiction where the making of any of the Offers or the tender of Depositary Shares would not be in compliance with applicable law. If the Corporation becomes aware of any jurisdiction where the making of any of the Offers or the tender of Depositary Shares is not in compliance with any applicable law, the Corporation will make a good faith effort to comply with such law. If, after such good faith effort, the Corporation cannot comply with such law, such Offer or Offers will not be made to (nor will tenders be accepted from or on behalf of) the holders of the applicable Depositary Shares residing in such jurisdiction. In any jurisdiction in which the securities, blue sky or other laws require any of the Offers to be made by a licensed broker or dealer, such Offer will be deemed to be made on the Corporation's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. GENERAL MOTORS CORPORATION April 25, 1995 24 Facsimile copies of the applicable Letter of Transmittal, properly completed and duly executed, will be accepted. The applicable Letter of Transmittal, depositary receipts for Depositary Shares and any other required documents should be sent or delivered by each shareholder of the Corporation or such shareholder's broker, dealer, commercial bank or trust company to the Depositary at one of its addresses set forth below. THE DEPOSITARY FOR THE OFFERS IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Confirm Receipt of The First National Bank of Boston Notice of Boston Shareholder Services Division Guaranteed Delivery Shareholder Services Division Mail Stop 45-01-19 by Telephone: P.O. Box 1889 150 Royall Street (800) 331-9922 Mail Stop 45-01-19 Canton, MA 02021 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions New York, New York Only) Confirm by Telephone
Any questions or requests for assistance or for additional copies of this Offer to Purchase or the applicable Letter of Transmittal may be directed to the Information Agent or Dealer Manager. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. THE INFORMATION AGENT FOR THE OFFERS IS: [LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 or All Others Call Toll Free: (800) 223-2064 THE DEALER MANAGER FOR THE OFFERS IS: MERRILL LYNCH & CO. 250 Vesey Street New York, New York 10281 (212) 236-4565 (call collect) EX-99.(A)(2)(I) 3 LETTER OF TRANSMITTAL SERIES B SERIES B LETTER OF TRANSMITTAL TO TENDER DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES B 9 1/8% PREFERENCE STOCK OF GENERAL MOTORS CORPORATION PURSUANT TO ITS OFFER TO PURCHASE FOR CASH DATED APRIL 25, 1995 THE SERIES B OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, MAY 22, 1995, UNLESS THE SERIES B OFFER IS EXTENDED. THE DEPOSITARY FOR THE SERIES B OFFER IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Confirm Receipt of The First National Bank of Boston Notice of Boston Shareholder Services Division Guaranteed Delivery Shareholder Services Division Mail Stop 45-01-19 by Telephone: P.O. Box 1889 150 Royall Street (800) 331-9922 Mail Stop 45-01-19 Canton, MA 02021 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions New York, New York Only) Confirm by Telephone
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS SERIES B LETTER OF TRANSMITTAL MAY BE USED TO TENDER ONLY SERIES B 9 1/8% DEPOSITARY SHARES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR ANY OTHER SERIES MUST USE THE LETTER OF TRANSMITTAL APPLICABLE TO THAT SERIES. This Series B Letter of Transmittal can be used only if (a) depositary receipts for Series B 9 1/8% Depositary Shares (as defined below) are to be delivered with it or (b) Series B 9 1/8% Depositary Shares are being delivered concurrently by book-entry transfer to the account maintained by the Depositary at one of the Book-Entry Transfer Facilities as set forth in Section 5 of the Offer to Purchase (as defined below). Shareholders who cannot deliver the depositary receipts for their Series B 9 1/8% Depositary Shares to the Depositary prior to the Series B Expiration Date (as defined in the Offer to Purchase) or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Series B Letter of Transmittal and all other required documents to the Depositary prior to the Series B Expiration Date, in any such case, must tender their Series B 9 1/8% Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. See Instruction 2. The name(s) and address(es) of the registered holder(s) should be printed below, if they are not already printed below, exactly as they appear on the depositary receipt(s) representing the Series B 9 1/8% Depositary Shares tendered herewith. The depositary receipt(s) and the number of Series B 9 1/8% Depositary Shares that the registered holder(s) wish(es) to tender should be indicated in the appropriate boxes below.
DESCRIPTION OF SERIES B 9 1/8% DEPOSITARY SHARES TENDERED (SEE INSTRUCTIONS) NAME(S)AND ADDRESS(ES)OF REGISTERED HOLDER(S) (PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SERIES B 9 1/8% DEPOSITARY SHARES TENDERED CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY) NUMBER OF SERIES B 9 1/8% DEPOSITARY NUMBER OF SHARES SERIES B 9 1/8% DEPOSITARY REPRESENTED DEPOSITARY RECEIPT BY DEPOSITARY SHARES NUMBER(S)* RECEIPTS(S)* TENDERED** TOTAL SERIES B 9 1/8% DEPOSITARY SHARES * Need not be completed by shareholders delivering Series B 9 1/8% Depositary Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Series B 9 1/8% Depositary Shares represented by any depositary receipts delivered to the Depositary are being tendered. See Instruction 4.
/ / CHECK HERE IF TENDERED SERIES B 9 1/8% DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution _____________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. _________________________________________________________________ Transaction Code No. ________________________________________________________ / / CHECK HERE IF TENDERED SERIES B 9 1/8% DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A SERIES B NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Tendering Shareholder(s) _______________________________________ Date of Execution of Series B Notice of Guaranteed Delivery _________________ Name of Institution which Guaranteed Delivery _______________________________ If delivery is by book-entry transfer: Name of Tendering Institution ___________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. _________________________________________________________________ Transaction Code No. ________________________________________________________ SOLICITED TENDERS (SEE INSTRUCTION 9) The Corporation will pay to any Soliciting Dealer, as defined in Instruction 9, a solicitation fee of $0.375 per Series B 9 1/8% Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Series B 9 1/8% Depositary Shares, the Corporation will pay a solicitation fee of $0.25 per Series B 9 1/8% Depositary Share), for Series B 9 1/8% Depositary Shares tendered, accepted for payment and paid for pursuant to the Series B Offer. The undersigned represents that the Soliciting Dealer which solicited and obtained this tender is: Name of Firm: ________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: ___________________________ Identification Number (if known): ____________________________________________ Address: _____________________________________________________________________ ______________________________________________________________________________ (Include Zip Code) The following to be completed ONLY if customer's Series B 9 1/8% Depositary Shares held in nominee name are tendered. NAME OF BENEFICIAL OWNER NUMBER OF SERIES B 9 1/8% DEPOSITARY SHARES TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY) - -------------------------------------------------- -------------------------------------------------- - -------------------------------------------------- -------------------------------------------------- - -------------------------------------------------- --------------------------------------------------
The acceptance of compensation by such Soliciting Dealer will constitute a representation by it to the Corporation that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934 and the applicable rules and regulations thereunder, in connection with such solicitations; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase; (iii) in soliciting tenders of Series B 9 1/8% Depositary Shares, it has used no soliciting materials other than those furnished by the Corporation; and (iv) if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations. The payment of compensation to any Soliciting Dealer is dependent on such Soliciting Dealer returning a Notice of Solicited Tenders to the Depositary. SOLICITING DEALERS SEEKING PAYMENT OF A FEE FOR SERIES B 9 1/8% DEPOSITARY SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER MUST COMPLETE THE CERTIFICATION BELOW. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to General Motors Corporation, a Delaware corporation (the "Corporation"), the above-described Series B 9 1/8% Depositary Shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of Series B 9 1/8% Preference Stock, par value $0.10 per share, of the Corporation, pursuant to the Corporation's offer to purchase any and all Series B 9 1/8% Depositary Shares at a price of $27.50 per Series B 9 1/8% Depositary Share (the "Series B Purchase Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Series B Letter of Transmittal (which together constitute the "Series B Offer"). Subject to and effective upon acceptance for payment of the Series B 9 1/8% Depositary Shares tendered herewith in accordance with the terms of the Series B Offer (including, if the Series B Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Corporation all right, title and interest in and to all the Series B 9 1/8% Depositary Shares that are being tendered hereby, or orders the registration of such Series B 9 1/8% Depositary Shares delivered by book-entry transfer, that are purchased pursuant to the Series B Offer and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Series B 9 1/8% Depositary Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (a) deliver depositary receipts for such Series B 9 1/8% Depositary Shares, or transfer ownership of such Series B 9 1/8% Depositary Shares on the account books maintained by one of the Book-Entry Transfer Facilities, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Corporation, upon receipt by the Depositary, as the undersigned's agent, of the Series B Purchase Price with respect to such Series B 9 1/8% Depositary Shares; (b) present depositary receipts for such Series B 9 1/8% Depositary Shares for cancellation and transfer on the books of the Corporation; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Series B 9 1/8% Depositary Shares, all in accordance with the terms of the Series B Offer. The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the Series B 9 1/8% Depositary Shares tendered hereby; (b) when and to the extent the Corporation accepts the Series B 9 1/8% Depositary Shares for purchase, the Corporation will acquire good, marketable and unencumbered title to the Series B 9 1/8% Depositary Shares, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Corporation deems necessary or desirable to complete the assignment, transfer and purchase of the Series B 9 1/8% Depositary Shares tendered hereby; and (d) the undersigned has read and agrees to all the terms of the Series B Offer. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Corporation may terminate or amend the Series B Offer or may not be required to accept for payment any of the Series B 9 1/8% Depositary Shares tendered herewith. The undersigned understands that tenders of Series B 9 1/8% Depositary Shares pursuant to any one of the procedures described in Section 5 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Corporation upon the terms and subject to the conditions of the Series B Offer. All authority herein conferred, or agreed to be conferred, shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Series B Offer, this tender is irrevocable. Unless otherwise indicated under "Special Payment Instructions", please issue the check for the Series B Purchase Price and/or return or issue the depositary receipts(s) evidencing any Series B 9 1/8% Depositary Shares not tendered, not accepted for payment or for which payment is not made in the name(s) of the registered holder(s) appearing under "Description of Series B 9 1/8% Depositary Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the Series B Purchase Price and/or the depositary receipt(s) evidencing any Series B 9 1/8% Depositary Shares not tendered, not accepted for payment or for which payment is not made (and accompanying documents, as appropriate) to the address of the registered holder(s) appearing under "Description of Series B 9 1/8% Depositary Shares Tendered". In the event that both the "Special Delivery Instructions" and "Special Payment Instructions" are completed, please issue the check for the Series B Purchase Price and/or issue or return the depositary receipt(s) evidencing any Series B 9 1/8% Depositary Shares not tendered, not accepted for payment or for which payment is not made in the name(s) of, and deliver said check and/or depositary receipt(s) to, the person or persons so indicated. In the case of book-entry delivery of Series B 9 1/8% Depositary Shares, please credit the account maintained at the applicable Book-Entry Transfer Facility with any Series B 9 1/8% Depositary Shares not accepted for payment or for which payment is not made. The undersigned recognizes that the Corporation has no obligation pursuant to the "Special Payment Instructions" to transfer any Series B 9 1/8% Depositary Shares from the name(s) of the registered holder(s) thereof if the Corporation does not accept for payment or make payment for any of the Series B 9 1/8% Depositary Shares so tendered. SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6 AND 7) To be completed ONLY if the Check for the aggregate Series B Purchase Price of Series B 9 1/8% Depositary Shares purchased and/or depositary receipts for Series B 9 1/8% Depositary Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s). Mail / / check, and/or / / depositary receipts to: Name (Please Print) Address (Zip Code)
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6, 7, 10 AND 11) To be completed ONLY if the check for the aggregate Series B Purchase Price of Series B 9 1/8% Depositary Shares purchased and/or depositary receipts for Series B 9 1/8% Depositary Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue / / check, and/or / / depositary receipts to: Name (Please Print) Address (Zip Code) (Tax Identification No.)
SIGN HERE (SEE INSTRUCTIONS 1 AND 5) (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) ______________________________________________________________________________ ______________________________________________________________________________ Signature(s) of Owner(s) Names(s) _____________________________________________________________________ Capacity (full title) ________________________________________________________ (Please Print) Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Taxpayer Identification Number _______________________________________________ Dated ________________________________________________________________________ (Must be signed by registered holder(s) exactly as name(s) appear(s) on depositary receipt(s) or on a security position listing or by person(s) authorized to become registered holder(s) by depositary receipts and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5) Authorized Signature _________________________________________________________ Name _________________________________________________________________________ (Please Print) Title ________________________________________________________________________ Name of Firm _________________________________________________________________ Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Dated ________________________________________________________________________ INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE SERIES B OFFER 1. GUARANTEE OF SIGNATURES Except as otherwise provided below, all signatures on this Series B Letter of Transmittal must be guaranteed by a firm which is an "Eligible Institution" (as defined in the Offer to Purchase). Signatures on this Series B Letter of Transmittal need not be guaranteed if (a) this Series B Letter of Transmittal is signed by the registered owner of the Series B 9 1/8% Depositary Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Series B 9 1/8% Depositary Shares) tendered herewith and such holder(s) have not completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Series B Letter of Transmittal or (b) such Series B 9 1/8% Depositary Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. DELIVERY OF THE SERIES B LETTER OF TRANSMITTAL AND SERIES B 9 1/8% DEPOSITARY SHARES This Series B Letter of Transmittal is to be used only if (a) depositary receipts for Series B 9 1/8% Depositary Shares are to be forwarded herewith or (b) delivery of Series B 9 1/8% Depositary Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 5 of the Offer to Purchase. Depositary receipts for all physically delivered Series B 9 1/8% Depositary Shares or a confirmation of a book-entry transfer of all Series B 9 1/8% Depositary Shares delivered electronically into the Depositary's account at a Book-Entry Transfer Facility, together in each case with a properly completed and duly executed Series B Letter of Transmittal (or a facsimile thereof) with any required signature guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined below)), and any other documents required by this Series B Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Series B Letter of Transmittal by the Series B Expiration Date (as defined in the Offer to Purchase). Delivery of documents to a Book-Entry Transfer Facility does not constitute delivery to the Depositary. Shareholders who cannot deliver the depositary receipts for their Series B 9 1/8% Depositary Shares to the Depositary prior to the Series B Expiration Date or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Series B Letter of Transmittal and all other required documents to the Depositary by the Series B Expiration Date must tender their Series B 9 1/8% Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Series B Notice of Guaranteed Delivery substantially in the form provided by the Corporation must be received (by hand, mail or facsimile transmission) by the Depositary by the Series B Expiration Date and (c) the depositary receipts for all physically delivered Series B 9 1/8% Depositary Shares, in proper form for transfer (or a confirmation of a book-entry transfer of such Series B 9 1/8% Depositary Shares into the Depositary's account at a Book-Entry Transfer Facility), together with a properly completed and duly executed Series B Letter of Transmittal (or a facsimile thereof) and any required signature guarantees (or in the case of book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange trading days after the date of execution of such Series B Notice of Guaranteed Delivery, all as provided in Section 5 of the Offer to Purchase. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the confirmation of book-entry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Series B 9 1/8% Depositary Shares that such participant has received and agrees to be bound by the terms of the Series B Letter of Transmittal and that the Corporation may enforce such agreement against the participant. THE METHOD OF DELIVERY OF SERIES B 9 1/8% DEPOSITARY SHARES, THIS SERIES B LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. No alternative, conditional, or contingent tenders will be accepted, and no fractional Series B 9 1/8% Depositary Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), each tendering shareholder waives any right to receive any notice of the acceptance of such shareholder's tender. 3. INADEQUATE SPACE If the space provided in the box captioned "Description of Series B 9 1/8% Depositary Shares Tendered" is inadequate, the depositary receipt numbers and/or the number of Series B 9 1/8% Depositary Shares should be listed on a separate signed schedule and attached to this Series B Letter of Transmittal. 4. PARTIAL TENDERS AND UNPURCHASED SERIES B 9 1/8% DEPOSITARY SHARES Partial tenders are not applicable to shareholders who deliver Series B 9 1/8% Depositary Shares by book-entry transfer. If fewer than all the Series B 9 1/8% Depositary Shares represented by any depositary receipt delivered to the Depositary are to be tendered, fill in the number of Series B 9 1/8% Depositary Shares that are to be tendered in the box entitled "Number of Series B 9 1/8% Depositary Shares Tendered". If such Depositary Shares are purchased, a new depositary receipt for the remainder of the Series B 9 1/8% Depositary Shares represented by the old depositary receipt will be sent to and in the name of the registered holder(s) (unless otherwise provided by such holder(s) having completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Series B Letter of Transmittal) as promptly as practicable following the expiration or termination of the Series B Offer. All Series B 9 1/8% Depositary Shares represented by the depositary receipt(s) listed and delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON THE SERIES B LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS (a) If this Series B Letter of Transmittal is signed by the registered holder(s) of the Series B 9 1/8% Depositary Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the depositary receipt without any change whatsoever. (b) If any of the Series B 9 1/8% Depositary Shares tendered herewith are registered in the names of two or more joint owners, each such owner must sign this Series B Letter of Transmittal. (c) If any of the Series B 9 1/8% Depositary Shares tendered herewith are registered in different names on different depositary receipts, it will be necessary to complete, sign and submit as many separate Series B Letters of Transmittal as there are different registrations of depositary receipts. (d) If this Series B Letter of Transmittal is signed by the registered holder(s) of the Series B 9 1/8% Depositary Shares tendered herewith, no endorsements of depositary receipts or separate stock powers are required unless payment is to be made, and/or the depositary receipts for Series B 9 1/8% Depositary Shares not tendered or not purchased are to be issued, in the name(s) of any person(s) other than the registered holder(s). If this Series B Letter of Transmittal is signed by a person other than the registered holder(s) of the Series B 9 1/8% Depositary Shares tendered herewith, however, the depositary receipts must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the depositary receipts for such Series B 9 1/8% Depositary Shares. Signature(s) on any such depositary receipts or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Series B Letter of Transmittal or any depositary receipt or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such proper evidence satisfactory to the Corporation of the authority of such person so to act must be submitted. 6. STOCK TRANSFER TAXES The Corporation will pay any stock transfer taxes with respect to the transfer and sale of Series B 9 1/8% Depositary Shares to it or its order pursuant to the Series B Offer. If, however, payment of the Series B Purchase Price is to be made to, or if depositary receipts for Series B 9 1/8% Depositary Shares not tendered or accepted for purchase are to be registered in the name of any person other than the registered holder, or if tendered depositary receipts are registered in the name of any person other than the person(s) signing this Series B Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the Series B Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS If the check for the Series B Purchase Price of any Series B 9 1/8% Depositary Shares purchased is to be issued to, or any Series B 9 1/8% Depositary Shares not tendered or not purchased are to be returned in the name of, a person other than the person(s) signing this Series B Letter of Transmittal or if the check or any depositary receipts for Series B 9 1/8% Depositary Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Series B Letter of Transmittal or to the person(s) signing this Series B Letter of Transmittal at an address other than that shown in the box entitled "Description of Series B 9 1/8% Depositary Shares Tendered", the boxes entitled "Special Payment Instructions" and/or "Special Delivery Instructions" on this Series B Letter of Transmittal should be completed. 8. LOST, STOLEN OR DESTROYED DEPOSITARY RECEIPTS Any shareholder whose depositary receipts have been lost, stolen or destroyed should contact either the Depositary or the Information Agent at their respective addresses shown on this Series B Letter of Transmittal for special instructions. 9. SOLICITED TENDERS. The Corporation will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Series B 9 1/8% Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Series B 9 1/8% Depositary Shares, the Corporation will pay a solicitation fee of $0.25 per Series B 9 1/8% Depositary Share), for Series B 9 1/8% Depositary Shares tendered, accepted for payment and paid for pursuant to the Series B Offer. For purposes of this Instruction 9, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a dealer or broker, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Series B Offer. No such fee shall be payable to a Soliciting Dealer in respect of Series B 9 1/8% Depositary Shares registered in the name of such Soliciting Dealer unless such Series B 9 1/8% Depositary Shares are held by such Soliciting Dealer as nominee and such Series B 9 1/8% Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on the Series B Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Series B 9 1/8% Depositary Shares by a holder unless the Series B Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Series B 9 1/8% Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within 5 business days after expiration of the Series B Offer. No such fee shall be payable to a Soliciting Dealer to the extent such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Corporation, the Depositary or the Dealer Manager for purposes of the Series B Offer. 10. FEDERAL INCOME TAX WITHHOLDING Except as provided below under "Important Tax Information", each tendering shareholder is required to provide the Depositary with a correct TIN on Substitute Form W-9 which is provided under "Important Tax Information" below. Failure to provide the information on the form may subject the tendering shareholder to a $50 penalty and 31% Federal backup withholding tax may be imposed on the payments made to the shareholder or other payee with respect to Series B 9 1/8% Depositary Shares purchased pursuant to the Series B Offer. For further information concerning backup withholding and instructions for completing the Substitute Form W-9, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." 11. WITHHOLDING ON FOREIGN SHAREHOLDERS The Depositary will withhold Federal income tax equal to 30% of the gross payments payable to a foreign shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or (iii) any estate or trust the income of which is subject to United States Federal income taxation regardless of the source of such income. The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the shareholder's address and to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted. A foreign shareholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid over-withholding. A foreign shareholder may be eligible to obtain a refund of tax withheld if such shareholder meets one of the two tests for capital gain or loss treatment described in Section 2 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due. 12. IRREGULARITIES All questions as to the number of Series B 9 1/8% Depositary Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Series B 9 1/8% Depositary Shares will be determined by the Corporation, in its sole discretion, and its determination shall be final and binding on all parties. The Corporation reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may, in the opinion of the Corporation's counsel, be unlawful. The Corporation also reserves the absolute right to waive any of the conditions of the Series B Offer or any defect or irregularity in the tender of any particular Series B 9 1/8% Depositary Shares. No tender of Series B 9 1/8% Depositary Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Corporation shall determine. None of the Corporation, the Dealer Manager, the Depositary, the Information Agent nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give such notice. 13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES Requests for assistance or additional copies of the Offer to Purchase and this Series B Letter of Transmittal may be obtained from the Information Agent or Dealer Manager at their respective addresses or telephone numbers set forth below. IMPORTANT: THIS SERIES B LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF (TOGETHER WITH DEPOSITARY RECEIPTS FOR SERIES B 9 1/8% DEPOSITARY SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OF SERIES B 9 1/8% DEPOSITARY SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR A SERIES B NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE SERIES B EXPIRATION DATE. IMPORTANT TAX INFORMATION Under U.S. Federal income tax law, a shareholder whose tendered Series B 9 1/8% Depositary Shares are accepted for payment is required to provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the shareholder or other payee to a $50 penalty. In addition, payments that are made to such shareholder or other payee with respect to Series B 9 1/8% Depositary Shares purchased pursuant to the Series B Offer may be subject to 31% backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements and should indicate their status by writing "exempt" across the face of the Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below Part 2 in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed the Depositary will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Depositary. WHAT NUMBER TO GIVE THE DEPOSITARY The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Series B 9 1/8% Depositary Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the depositary receipts evidencing the Series B 9 1/8% Depositary Shares. If the Series B 9 1/8% Depositary Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.
PAYER'S NAME: THE FIRST NATIONAL BANK OF BOSTON PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW --------------------------- SOCIAL SECURITY NUMBER OR ------------------------ EMPLOYER IDENTIFICATION NUMBER SUBSTITUTE FORM W-9 PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) PART 2--AWAITING TIN. / / CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. NAME --------------------------------------------- (PLEASE PRINT) ADDRESS --------------------------------------------- --------------------------------------------- (INCLUDE ZIP CODE) SIGNATURE -------------------------------------- DATE -------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE, OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT, NOTWITHSTANDING THAT I HAVE CHECKED THE BOX ON PART 2 (AND HAVE COMPLETED THIS CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER), ALL REPORTABLE PAYMENTS MADE TO ME PRIOR TO THE TIME I PROVIDE THE DEPOSITARY WITH A PROPERLY CERTIFIED TAXPAYER IDENTIFICATION NUMBER WILL BE SUBJECT TO A 31% BACKUP WITHHOLDING TAX. - --------------------------------------------------------- ---------------------------------------------- SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN A BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE SERIES B OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. THE INFORMATION AGENT FOR THE SERIES B OFFER IS: [LOGO] WALL STREET PLAZA NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT: (212) 440-9800 OR ALL OTHERS CALL TOLL FREE: (800) 223-2064 THE DEALER MANAGER FOR THE SERIES B OFFER IS: MERRILL LYNCH & CO. 250 VESEY STREET NEW YORK, NEW YORK 10281 (212) 236-4565 (CALL COLLECT) EX-99.(A)(2)II 4 LETTER OF TRANSMITTAL SERIES D SERIES D LETTER OF TRANSMITTAL TO TENDER DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES D 7.92% PREFERENCE STOCK OF GENERAL MOTORS CORPORATION PURSUANT TO ITS OFFER TO PURCHASE FOR CASH DATED APRIL 25, 1995 THE SERIES D OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, MAY 22, 1995, UNLESS THE SERIES D OFFER IS EXTENDED. THE DEPOSITARY FOR THE SERIES D OFFER IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Confirm Receipt of The First National Bank of Boston Notice of Boston Shareholder Services Division Guaranteed Delivery Shareholder Services Division Mail Stop 45-01-19 by Telephone: P.O. Box 1889 150 Royall Street (800) 331-9922 Mail Stop 45-01-19 Canton, MA 02021 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions New York, New York Only) Confirm by Telephone
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS SERIES D LETTER OF TRANSMITTAL MAY BE USED TO TENDER ONLY SERIES D 7.92% DEPOSITARY SHARES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR ANY OTHER SERIES MUST USE THE LETTER OF TRANSMITTAL APPLICABLE TO THAT SERIES. This Series D Letter of Transmittal can be used only if (a) depositary receipts for Series D 7.92% Depositary Shares (as defined below) are to be delivered with it or (b) Series D 7.92%Depositary Shares are being delivered concurrently by book-entry transfer to the account maintained by the Depositary at one of the Book-Entry Transfer Facilities as set forth in Section 5 of the Offer to Purchase (as defined below). Shareholders who cannot deliver the depositary receipts for their Series D 7.92% Depositary Shares to the Depositary prior to the Series D Expiration Date (as defined in the Offer to Purchase) or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Series D Letter of Transmittal and all other required documents to the Depositary prior to the Series DExpiration Date, in any such case, must tender their Series D 7.92% Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. See Instruction 2. The name(s) and address(es) of the registered holder(s) should be printed below, if they are not already printed below, exactly as they appear on the depositary receipt(s) representing the Series D 7.92% Depositary Shares tendered herewith. The depositary receipt(s) and the number of Series D 7.92%Depositary Shares that the registered holder(s) wish(es) to tender should be indicated in the appropriate boxes below.
DESCRIPTION OF SERIES D 7.92% DEPOSITARY SHARES TENDERED (SEE INSTRUCTIONS) NAME(S)AND ADDRESS(ES)OF REGISTERED HOLDER(S) (PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SERIES D 7.92% DEPOSITARY SHARES TENDERED CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY) NUMBER OF SERIES D 7.92% DEPOSITARY NUMBER OF SHARES SERIES D 7.92% DEPOSITARY REPRESENTED DEPOSITARY RECEIPT BY DEPOSITARY SHARES NUMBER(S)* RECEIPTS(S)* TENDERED** TOTAL SERIES D 7.92% DEPOSITARY SHARES * Need not be completed by shareholders delivering Series D 7.92% Depositary Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Series D 7.92% Depositary Shares represented by any depositary receipts delivered to the Depositary are being tendered. See Instruction 4.
/ / CHECK HERE IF TENDERED SERIES D 7.92% DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution _____________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. _______________________________________________________________ Transaction Code No. ______________________________________________________ / / CHECK HERE IF TENDERED SERIES D 7.92% DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A SERIES D NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Tendering Shareholder(s) _______________________________________ Date of Execution of Series D Notice of Guaranteed Delivery _______________ Name of Institution which Guaranteed Delivery _____________________________ If delivery is by book-entry transfer: Name of Tendering Institution _____________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. _______________________________________________________________ Transaction Code No. ______________________________________________________ SOLICITED TENDERS (SEE INSTRUCTION 9) The Corporation will pay to any Soliciting Dealer, as defined in Instruction 9, a solicitation fee of $0.375 per Series D 7.92% Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Series D 7.92% Depositary Shares, the Corporation will pay a solicitation fee of $0.25 per Series D 7.92% Depositary Share), for Series D 7.92% Depositary Shares tendered, accepted for payment and paid for pursuant to the Series D Offer. The undersigned represents that the Soliciting Dealer which solicited and obtained this tender is: Name of Firm: ________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: ___________________________ Identification Number (if known): ____________________________________________ Address: _____________________________________________________________________ ______________________________________________________________________________ (Include Zip Code) The following to be completed ONLY if customer's Series D 7.92% Depositary Shares held in nominee name are tendered. NUMBER OF SERIES D 7.92% DEPOSITARY SHARES NAME OF BENEFICIAL OWNER TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY) - -g26,4d,0] --g26,4d,0] - -g26,4d,0] --g26,4d,0] - -g26,4d,0] --g26,4d,0]
The acceptance of compensation by such Soliciting Dealer will constitute a representation by it to the Corporation that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934 and the applicable rules and regulations thereunder, in connection with such solicitations; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase; (iii) in soliciting tenders of Series D 7.92% Depositary Shares, it has used no soliciting materials other than those furnished by the Corporation; and (iv) if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations. The payment of compensation to any Soliciting Dealer is dependent on such Soliciting Dealer returning a Notice of Solicited Tenders to the Depositary. SOLICITING DEALERS SEEKING PAYMENT OF A FEE FOR SERIES D 7.92% DEPOSITARY SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER MUST COMPLETE THE CERTIFICATION BELOW. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to General Motors Corporation, a Delaware corporation (the "Corporation"), the above-described Series D 7.92% Depositary Shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of Series D 7.92% Preference Stock, par value $0.10 per share, of the Corporation, pursuant to the Corporation's offer to purchase any and all Series D 7.92% Depositary Shares at a price of $26.375 per Series D 7.92% Depositary Share (the "Series D Purchase Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Series D Letter of Transmittal (which together constitute the "Series D Offer"). Subject to and effective upon acceptance for payment of the Series D 7.92% Depositary Shares tendered herewith in accordance with the terms of the Series D Offer (including, if the Series D Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Corporation all right, title and interest in and to all the Series D 7.92% Depositary Shares that are being tendered hereby, or orders the registration of such Series D 7.92% Depositary Shares delivered by book-entry transfer, that are purchased pursuant to the Series D Offer and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Series D 7.92% Depositary Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (a) deliver depositary receipts for such Series D7.92% Depositary Shares, or transfer ownership of such Series D 7.92% Depositary Shares on the account books maintained by one of the Book-Entry Transfer Facilities, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Corporation, upon receipt by the Depositary, as the undersigned's agent, of the Series D Purchase Price with respect to such Series D 7.92% Depositary Shares; (b) present depositary receipts for such Series D 7.92% Depositary Shares for cancellation and transfer on the books of the Corporation; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Series D 7.92% Depositary Shares, all in accordance with the terms of the Series D Offer. The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the Series D 7.92% Depositary Shares tendered hereby; (b) when and to the extent the Corporation accepts the Series D 7.92% Depositary Shares for purchase, the Corporation will acquire good, marketable and unencumbered title to the Series D 7.92% Depositary Shares, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Corporation deems necessary or desirable to complete the assignment, transfer and purchase of the Series D 7.92% Depositary Shares tendered hereby; and (d) the undersigned has read and agrees to all the terms of the Series D Offer. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Corporation may terminate or amend the Series D Offer or may not be required to accept for payment any of the Series D 7.92%Depositary Shares tendered herewith. The undersigned understands that tenders of Series D 7.92% Depositary Shares pursuant to any one of the procedures described in Section 5 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Corporation upon the terms and subject to the conditions of the Series D Offer. All authority herein conferred, or agreed to be conferred, shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Series D Offer, this tender is irrevocable. Unless otherwise indicated under "Special Payment Instructions", please issue the check for the Series D Purchase Price and/or return or issue the depositary receipts(s) evidencing any Series D 7.92% Depositary Shares not tendered, not accepted for payment or for which payment is not made in the name(s) of the registered holder(s) appearing under "Description of Series D 7.92%Depositary Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the Series D Purchase Price and/or the depositary receipt(s) evidencing any Series D 7.92% Depositary Shares not tendered, not accepted for payment or for which payment is not made (and accompanying documents, as appropriate) to the address of the registered holder(s) appearing under "Description of Series D 7.92%Depositary Shares Tendered". In the event that both the "Special Delivery Instructions" and "Special Payment Instructions" are completed, please issue the check for the Series D Purchase Price and/or issue or return the depositary receipt(s) evidencing any Series D 7.92% Depositary Shares not tendered, not accepted for payment or for which payment is not made in the name(s) of, and deliver said check and/or depositary receipt(s) to, the person or persons so indicated. In the case of book-entry delivery of Series D 7.92% Depositary Shares, please credit the account maintained at the applicable Book-Entry Transfer Facility with any Series D 7.92% Depositary Shares not accepted for payment or for which payment is not made. The undersigned recognizes that the Corporation has no obligation pursuant to the "Special Payment Instructions" to transfer any Series D 7.92% Depositary Shares from the name(s) of the registered holder(s) thereof if the Corporation does not accept for payment or make payment for any of the Series D 7.92% Depositary Shares so tendered. SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6 AND 7) To be completed ONLY if the Check for the aggregate Series D Purchase Price of Series D 7.92% Depositary Shares purchased and/or depositary receipts for Series D 7.92% Depositary Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s). Mail / / check, and/or / / depositary receipts to: Name (Please Print) Address (Zip Code)
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6, 7, 10 AND 11) To be completed ONLY if the check for the aggregate Series D Purchase Price of Series D 7.92% Depositary Shares purchased and/or depositary receipts for Series D 7.92% Depositary Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue / / check, and/or / / depositary receipts to: Name (Please Print) Address (Zip Code) (Tax Identification No.)
SIGN HERE (SEE INSTRUCTIONS 1 AND 5) (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) ______________________________________________________________________________ ______________________________________________________________________________ Signature(s) of Owner(s) Names(s) _____________________________________________________________________ Capacity (full title) ________________________________________________________ (Please Print) Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Taxpayer Identification Number _______________________________________________ Dated ________________________________________________________________________ (Must be signed by registered holder(s) exactly as name(s) appear(s) on depositary receipt(s) or on a security position listing or by person(s) authorized to become registered holder(s) by depositary receipts and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5) Authorized Signature _________________________________________________________ Name _________________________________________________________________________ (Please Print) Title ________________________________________________________________________ Name of Firm _________________________________________________________________ Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Dated ________________________________________________________________________ INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE SERIES DOFFER 1. GUARANTEE OF SIGNATURES Except as otherwise provided below, all signatures on this Series D Letter of Transmittal must be guaranteed by a firm which is an "Eligible Institution" (as defined in the Offer to Purchase). Signatures on this Series D Letter of Transmittal need not be guaranteed if (a) this Series D Letter of Transmittal is signed by the registered owner of the Series D 7.92% Depositary Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Series D 7.92% Depositary Shares) tendered herewith and such holder(s) have not completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Series D Letter of Transmittal or (b) such Series D 7.92% Depositary Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. DELIVERY OF THE SERIES D LETTER OF TRANSMITTAL AND SERIES D 7.92% DEPOSITARY SHARES This Series D Letter of Transmittal is to be used only if (a) depositary receipts for Series D 7.92% Depositary Shares are to be forwarded herewith or (b) delivery of Series D 7.92% Depositary Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 5 of the Offer to Purchase. Depositary receipts for all physically delivered Series D 7.92%Depositary Shares or a confirmation of a book-entry transfer of all Series D 7.92% Depositary Shares delivered electronically into the Depositary's account at a Book-Entry Transfer Facility, together in each case with a properly completed and duly executed Series D Letter of Transmittal (or a facsimile thereof) with any required signature guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined below)), and any other documents required by this Series D Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Series D Letter of Transmittal by the Series D Expiration Date (as defined in the Offer to Purchase). Delivery of documents to a Book-Entry Transfer Facility does not constitute delivery to the Depositary. Shareholders who cannot deliver the depositary receipts for their Series D 7.92% Depositary Shares to the Depositary prior to the Series D Expiration Date or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Series DLetter of Transmittal and all other required documents to the Depositary by the Series D Expiration Date must tender their Series D 7.92%Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Series D Notice of Guaranteed Delivery substantially in the form provided by the Corporation must be received (by hand, mail or facsimile transmission) by the Depositary by the Series D Expiration Date and (c) the depositary receipts for all physically delivered Series D 7.92% Depositary Shares, in proper form for transfer (or a confirmation of a book-entry transfer of such Series D 7.92% Depositary Shares into the Depositary's account at a Book-Entry Transfer Facility), together with a properly completed and duly executed Series D Letter of Transmittal (or a facsimile thereof) and any required signature guarantees (or in the case of book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange trading days after the date of execution of such Series D Notice of Guaranteed Delivery, all as provided in Section 5 of the Offer to Purchase. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the confirmation of book-entry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Series D 7.92% Depositary Shares that such participant has received and agrees to be bound by the terms of the Series D Letter of Transmittal and that the Corporation may enforce such agreement against the participant. THE METHOD OF DELIVERY OF SERIES D 7.92% DEPOSITARY SHARES, THIS SERIES D LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. No alternative, conditional, or contingent tenders will be accepted, and no fractional Series D 7.92% Depositary Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), each tendering shareholder waives any right to receive any notice of the acceptance of such shareholder's tender. 3. INADEQUATE SPACE If the space provided in the box captioned "Description of Series D 7.92% Depositary Shares Tendered" is inadequate, the depositary receipt numbers and/or the number of Series D 7.92% Depositary Shares should be listed on a separate signed schedule and attached to this Series D Letter of Transmittal. 4. PARTIAL TENDERS AND UNPURCHASED SERIES D 7.92%DEPOSITARY SHARES Partial tenders are not applicable to shareholders who deliver Series D 7.92% Depositary Shares by book-entry transfer. If fewer than all the Series D 7.92% Depositary Shares represented by any depositary receipt delivered to the Depositary are to be tendered, fill in the number of Series D 7.92% Depositary Shares that are to be tendered in the box entitled "Number of Series D 7.92% Depositary Shares Tendered". If such Depositary Shares are purchased, a new depositary receipt for the remainder of the Series D 7.92% Depositary Shares represented by the old depositary receipt will be sent to and in the name of the registered holder(s) (unless otherwise provided by such holder(s) having completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Series D Letter of Transmittal) as promptly as practicable following the expiration or termination of the Series D Offer. All Series D 7.92% Depositary Shares represented by the depositary receipt(s) listed and delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON THE SERIES D LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS (a) If this Series D Letter of Transmittal is signed by the registered holder(s) of the Series D 7.92% Depositary Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the depositary receipt without any change whatsoever. (b) If any of the Series D 7.92% Depositary Shares tendered herewith are registered in the names of two or more joint owners, each such owner must sign this Series D Letter of Transmittal. (c) If any of the Series D 7.92% Depositary Shares tendered herewith are registered in different names on different depositary receipts, it will be necessary to complete, sign and submit as many separate Series D Letters of Transmittal as there are different registrations of depositary receipts. (d) If this Series D Letter of Transmittal is signed by the registered holder(s) of the Series D 7.92% Depositary Shares tendered herewith, no endorsements of depositary receipts or separate stock powers are required unless payment is to be made, and/or the depositary receipts for Series D 7.92% Depositary Shares not tendered or not purchased are to be issued, in the name(s) of any person(s) other than the registered holder(s). If this Series D Letter of Transmittal is signed by a person other than the registered holder(s) of the Series D 7.92% Depositary Shares tendered herewith, however, the depositary receipts must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the depositary receipts for such Series D 7.92% Depositary Shares. Signature(s) on any such depositary receipts or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Series D Letter of Transmittal or any depositary receipt or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such proper evidence satisfactory to the Corporation of the authority of such person so to act must be submitted. 6. STOCK TRANSFER TAXES The Corporation will pay any stock transfer taxes with respect to the transfer and sale of Series D 7.92% Depositary Shares to it or its order pursuant to the Series D Offer. If, however, payment of the Series D Purchase Price is to be made to, or if depositary receipts for Series D 7.92% Depositary Shares not tendered or accepted for purchase are to be registered in the name of any person other than the registered holder, or if tendered depositary receipts are registered in the name of any person other than the person(s) signing this Series D Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the Series D Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS If the check for the Series D Purchase Price of any Series D 7.92% Depositary Shares purchased is to be issued to, or any Series D 7.92% Depositary Shares not tendered or not purchased are to be returned in the name of, a person other than the person(s) signing this Series D Letter of Transmittal or if the check or any depositary receipts for Series D 7.92% Depositary Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Series D Letter of Transmittal or to the person(s) signing this Series D Letter of Transmittal at an address other than that shown in the box entitled "Description of Series D 7.92% Depositary Shares Tendered", the boxes entitled "Special Payment Instructions" and/or "Special Delivery Instructions" on this Series D Letter of Transmittal should be completed. 8. LOST, STOLEN OR DESTROYED DEPOSITARY RECEIPTS Any shareholder whose depositary receipts have been lost, stolen or destroyed should contact either the Depositary or the Information Agent at their respective addresses shown on this Series D Letter of Transmittal for special instructions. 9. SOLICITED TENDERS. The Corporation will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Series D 7.92% Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Series D 7.92% Depositary Shares, the Corporation will pay a solicitation fee of $0.25 per Series D 7.92% Depositary Share), for Series D 7.92% Depositary Shares tendered, accepted for payment and paid for pursuant to the Series D Offer. For purposes of this Instruction 9, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a dealer or broker, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Series D Offer. No such fee shall be payable to a Soliciting Dealer in respect of Series D 7.92% Depositary Shares registered in the name of such Soliciting Dealer unless such Series D 7.92% Depositary Shares are held by such Soliciting Dealer as nominee and such Series D 7.92% Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on the Series D Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Series D 7.92% Depositary Shares by a holder unless the Series D Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Series D 7.92% Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within 5 business days after expiration of the Series D Offer. No such fee shall be payable to a Soliciting Dealer to the extent such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Corporation, the Depositary or the Dealer Manager for purposes of the Series D Offer. 10. FEDERAL INCOME TAX WITHHOLDING Except as provided below under "Important Tax Information", each tendering shareholder is required to provide the Depositary with a correct TIN on Substitute Form W-9 which is provided under "Important Tax Information" below. Failure to provide the information on the form may subject the tendering shareholder to a $50 penalty and 31% Federal backup withholding tax may be imposed on the payments made to the shareholder or other payee with respect to Series D 7.92% Depositary Shares purchased pursuant to the Series D Offer. For further information concerning backup withholding and instructions for completing the Substitute Form W-9, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." 11. WITHHOLDING ON FOREIGN SHAREHOLDERS The Depositary will withhold Federal income tax equal to 30% of the gross payments payable to a foreign shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or (iii) any estate or trust the income of which is subject to United States Federal income taxation regardless of the source of such income. The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the shareholder's address and to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted. A foreign shareholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid over-withholding. A foreign shareholder may be eligible to obtain a refund of tax withheld if such shareholder meets one of the two tests for capital gain or loss treatment described in Section 2 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due. 12. IRREGULARITIES All questions as to the number of Series D 7.92% Depositary Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Series D 7.92% Depositary Shares will be determined by the Corporation, in its sole discretion, and its determination shall be final and binding on all parties. The Corporation reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may, in the opinion of the Corporation's counsel, be unlawful. The Corporation also reserves the absolute right to waive any of the conditions of the Series D Offer or any defect or irregularity in the tender of any particular Series D 7.92% Depositary Shares. No tender of Series D 7.92% Depositary Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Corporation shall determine. None of the Corporation, the Dealer Manager, the Depositary, the Information Agent nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give such notice. 13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES Requests for assistance or additional copies of the Offer to Purchase and this Series D Letter of Transmittal may be obtained from the Information Agent or Dealer Manager at their respective addresses or telephone numbers set forth below. IMPORTANT: THIS SERIES D LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF (TOGETHER WITH DEPOSITARY RECEIPTS FOR SERIES D 7.92% DEPOSITARY SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OF SERIES D 7.92% DEPOSITARY SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR A SERIES D NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE SERIES D EXPIRATION DATE. IMPORTANT TAX INFORMATION Under U.S. Federal income tax law, a shareholder whose tendered Series D 7.92% Depositary Shares are accepted for payment is required to provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the shareholder or other payee to a $50 penalty. In addition, payments that are made to such shareholder or other payee with respect to Series D 7.92% Depositary Shares purchased pursuant to the Series D Offer may be subject to 31% backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements and should indicate their status by writing "exempt" across the face of the Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below Part 2 in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed the Depositary will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Depositary. WHAT NUMBER TO GIVE THE DEPOSITARY The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Series D 7.92% Depositary Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the depositary receipts evidencing the Series D 7.92% Depositary Shares. If the Series D 7.92% Depositary Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.
PAYER'S NAME: THE FIRST NATIONAL BANK OF BOSTON PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW -------------------------- SOCIAL SECURITY NUMBER OR ------------------------ EMPLOYER IDENTIFICATION NUMBER SUBSTITUTE FORM W-9 PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) PART 2--AWAITING TIN. / / CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. NAME (PLEASE PRINT) ADDRESS (INCLUDE ZIP CODE) SIGNATURE -------------------------------------- DATE -------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE, OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT, NOTWITHSTANDING THAT I HAVE CHECKED THE BOX ON PART 2 (AND HAVE COMPLETED THIS CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER), ALL REPORTABLE PAYMENTS MADE TO ME PRIOR TO THE TIME I PROVIDE THE DEPOSITARY WITH A PROPERLY CERTIFIED TAXPAYER IDENTIFICATION NUMBER WILL BE SUBJECT TO A 31% BACKUP WITHHOLDING TAX. - --------------------------------------------------------- ---------------------------------------------- SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN A BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE SERIES D OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. THE INFORMATION AGENT FOR THE SERIES D OFFER IS: [LOGO] WALL STREET PLAZA NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT: (212) 440-9800 OR ALL OTHERS CALL TOLL FREE: (800) 223-2064 THE DEALER MANAGER FOR THE SERIES D OFFER IS: MERRILL LYNCH & CO. 250 VESEY STREET NEW YORK, NEW YORK 10281 (212) 236-4565 (CALL COLLECT) EX-99.(A)(2)III 5 LETTER OF TRANSMITTAL SERIES G SERIES G LETTER OF TRANSMITTAL TO TENDER DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12% PREFERENCE STOCK OF GENERAL MOTORS CORPORATION PURSUANT TO ITS OFFER TO PURCHASE FOR CASH DATED APRIL 25, 1995 THE SERIES G OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, MAY 22, 1995, UNLESS THE SERIES G OFFER IS EXTENDED. THE DEPOSITARY FOR THE SERIES G OFFER IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Confirm Receipt of The First National Bank of Boston Notice of Boston Shareholder Services Division Guaranteed Delivery Shareholder Services Division Mail Stop 45-01-19 by Telephone: P.O. Box 1889 150 Royall Street (800) 331-9922 Mail Stop 45-01-19 Canton, MA 02021 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions New York, New York Only) Confirm by Telephone
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS SERIES G LETTER OF TRANSMITTAL MAY BE USED TO TENDER ONLY SERIES G 9.12% DEPOSITARY SHARES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR ANY OTHER SERIES MUST USE THE LETTER OF TRANSMITTAL APPLICABLE TO THAT SERIES. This Series G Letter of Transmittal can be used only if (a) depositary receipts for Series G 9.12% Depositary Shares (as defined below) are to be delivered with it or (b) Series G 9.12% Depositary Shares are being delivered concurrently by book-entry transfer to the account maintained by the Depositary at one of the Book-Entry Transfer Facilities as set forth in Section 5 of the Offer to Purchase (as defined below). Shareholders who cannot deliver the depositary receipts for their Series G 9.12% Depositary Shares to the Depositary prior to the Series G Expiration Date (as defined in the Offer to Purchase) or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Series G Letter of Transmittal and all other required documents to the Depositary prior to the Series G Expiration Date, in any such case, must tender their Series G 9.12% Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. See Instruction 2. The name(s) and address(es) of the registered holder(s) should be printed below, if they are not already printed below, exactly as they appear on the depositary receipt(s) representing the Series G 9.12% Depositary Shares tendered herewith. The depositary receipt(s) and the number of Series G 9.12% Depositary Shares that the registered holder(s) wish(es) to tender should be indicated in the appropriate boxes below.
DESCRIPTION OF SERIES G 9.12% DEPOSITARY SHARES TENDERED (SEE INSTRUCTIONS) NAME(S)AND ADDRESS(ES)OF REGISTERED HOLDER(S) (PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SERIES G 9.12% DEPOSITARY SHARES TENDERED CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY) NUMBER OF SERIES G 9.12% DEPOSITARY NUMBER OF SHARES SERIES G 9.12% DEPOSITARY REPRESENTED DEPOSITARY RECEIPT BY DEPOSITARY SHARES NUMBER(S)* RECEIPTS(S)* TENDERED** TOTAL SERIES G 9.12% DEPOSITARY SHARES * Need not be completed by shareholders delivering Series G 9.12% Depositary Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Series G 9.12% Depositary Shares represented by any depositary receipts delivered to the Depositary are being tendered. See Instruction 4.
/ / CHECK HERE IF TENDERED SERIES G 9.12% DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution _____________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. _______________________________________________________________ Transaction Code No. ______________________________________________________ / / CHECK HERE IF TENDERED SERIES G 9.12% DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A SERIES G NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Tendering Shareholder(s) _______________________________________ Date of Execution of Series G Notice of Guaranteed Delivery _______________ Name of Institution which Guaranteed Delivery _____________________________ If delivery is by book-entry transfer: Name of Tendering Institution _____________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. _______________________________________________________________ Transaction Code No. ______________________________________________________ SOLICITED TENDERS (SEE INSTRUCTION 9) The Corporation will pay to any Soliciting Dealer, as defined in Instruction 9, a solicitation fee of $0.375 per Series G 9.12% Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Series G 9.12% Depositary Shares, the Corporation will pay a solicitation fee of $0.25 per Series G 9.12% Depositary Share), for Series G 9.12% Depositary Shares tendered, accepted for payment and paid for pursuant to the Series G Offer. The undersigned represents that the Soliciting Dealer which solicited and obtained this tender is: Name of Firm: ________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: ___________________________ Identification Number (if known): ____________________________________________ Address: _____________________________________________________________________ ______________________________________________________________________________ (Include Zip Code) The following to be completed ONLY if customer's Series G 9.12% Depositary Shares held in nominee name are tendered. NUMBER OF SERIES G 9.12% DEPOSITARY SHARES NAME OF BENEFICIAL OWNER TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY) - -------------------------------------------------- -------------------------------------------------- - -------------------------------------------------- -------------------------------------------------- - -------------------------------------------------- --------------------------------------------------
The acceptance of compensation by such Soliciting Dealer will constitute a representation by it to the Corporation that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934 and the applicable rules and regulations thereunder, in connection with such solicitations; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase; (iii) in soliciting tenders of Series G 9.12% Depositary Shares, it has used no soliciting materials other than those furnished by the Corporation; and (iv) if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations. The payment of compensation to any Soliciting Dealer is dependent on such Soliciting Dealer returning a Notice of Solicited Tenders to the Depositary. SOLICITING DEALERS SEEKING PAYMENT OF A FEE FOR SERIES G 9.12% DEPOSITARY SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER MUST COMPLETE THE CERTIFICATION BELOW. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to General Motors Corporation, a Delaware corporation (the "Corporation"), the above-described Series G 9.12% Depositary Shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of Series G 9.12% Preference Stock, par value $0.10 per share, of the Corporation, pursuant to the Corporation's offer to purchase any and all Series G 9.12% Depositary Shares at a price of $28.25 per Series G 9.12% Depositary Share (the "Series G Purchase Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Series G Letter of Transmittal (which together constitute the "Series G Offer"). Subject to and effective upon acceptance for payment of the Series G 9.12% Depositary Shares tendered herewith in accordance with the terms of the Series G Offer (including, if the Series G Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Corporation all right, title and interest in and to all the Series G 9.12% Depositary Shares that are being tendered hereby, or orders the registration of such Series G 9.12% Depositary Shares delivered by book-entry transfer, that are purchased pursuant to the Series G Offer and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Series G 9.12% Depositary Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (a) deliver depositary receipts for such Series G 9.12% Depositary Shares, or transfer ownership of such Series G 9.12% Depositary Shares on the account books maintained by one of the Book-Entry Transfer Facilities, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Corporation, upon receipt by the Depositary, as the undersigned's agent, of the Series G Purchase Price with respect to such Series G 9.12% Depositary Shares; (b) present depositary receipts for such Series G 9.12% Depositary Shares for cancellation and transfer on the books of the Corporation; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Series G 9.12% Depositary Shares, all in accordance with the terms of the Series G Offer. The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the Series G 9.12% Depositary Shares tendered hereby; (b) when and to the extent the Corporation accepts the Series G 9.12% Depositary Shares for purchase, the Corporation will acquire good, marketable and unencumbered title to the Series G 9.12% Depositary Shares, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Corporation deems necessary or desirable to complete the assignment, transfer and purchase of the Series G 9.12% Depositary Shares tendered hereby; and (d) the undersigned has read and agrees to all the terms of the Series G Offer. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Corporation may terminate or amend the Series G Offer or may not be required to accept for payment any of the Series G 9.12% Depositary Shares tendered herewith. The undersigned understands that tenders of Series G 9.12% Depositary Shares pursuant to any one of the procedures described in Section 5 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Corporation upon the terms and subject to the conditions of the Series G Offer. All authority herein conferred, or agreed to be conferred, shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Series G Offer, this tender is irrevocable. Unless otherwise indicated under "Special Payment Instructions", please issue the check for the Series G Purchase Price and/or return or issue the depositary receipts(s) evidencing any Series G 9.12% Depositary Shares not tendered, not accepted for payment or for which payment is not made in the name(s) of the registered holder(s) appearing under "Description of Series G 9.12% Depositary Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the Series G Purchase Price and/or the depositary receipt(s) evidencing any Series G 9.12% Depositary Shares not tendered, not accepted for payment or for which payment is not made (and accompanying documents, as appropriate) to the address of the registered holder(s) appearing under "Description of Series G 9.12% Depositary Shares Tendered". In the event that both the "Special Delivery Instructions" and "Special Payment Instructions" are completed, please issue the check for the Series G Purchase Price and/or issue or return the depositary receipt(s) evidencing any Series G 9.12% Depositary Shares not tendered, not accepted for payment or for which payment is not made in the name(s) of, and deliver said check and/or depositary receipt(s) to, the person or persons so indicated. In the case of book-entry delivery of Series G 9.12% Depositary Shares, please credit the account maintained at the applicable Book-Entry Transfer Facility with any Series G 9.12% Depositary Shares not accepted for payment or for which payment is not made. The undersigned recognizes that the Corporation has no obligation pursuant to the "Special Payment Instructions" to transfer any Series G 9.12% Depositary Shares from the name(s) of the registered holder(s) thereof if the Corporation does not accept for payment or make payment for any of the Series G 9.12% Depositary Shares so tendered. SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6 AND 7) To be completed ONLY if the Check for the aggregate Series G Purchase Price of Series G 9.12% Depositary Shares purchased and/or depositary receipts for Series G 9.12% Depositary Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s). Mail / / check, and/or / / depositary receipts to: Name (Please Print) Address (Zip Code)
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6, 7, 10 AND 11) To be completed ONLY if the check for the aggregate Series G Purchase Price of Series G 9.12% Depositary Shares purchased and/or depositary receipts for Series G 9.12% Depositary Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue / / check, and/or / / depositary receipts to: Name (Please Print) Address (Zip Code) (Tax Identification No.)
SIGN HERE (SEE INSTRUCTIONS 1 AND 5) (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) ______________________________________________________________________________ ______________________________________________________________________________ Signature(s) of Owner(s) Names(s) _____________________________________________________________________ Capacity (full title) ________________________________________________________ (Please Print) Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Taxpayer Identification Number _______________________________________________ Dated ________________________________________________________________________ (Must be signed by registered holder(s) exactly as name(s) appear(s) on depositary receipt(s) or on a security position listing or by person(s) authorized to become registered holder(s) by depositary receipts and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5) Authorized Signature _________________________________________________________ Name _________________________________________________________________________ (Please Print) Title ________________________________________________________________________ Name of Firm _________________________________________________________________ Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Dated ________________________________________________________________________ INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE SERIES G OFFER 1. GUARANTEE OF SIGNATURES Except as otherwise provided below, all signatures on this Series G Letter of Transmittal must be guaranteed by a firm which is an "Eligible Institution" (as defined in the Offer to Purchase). Signatures on this Series G Letter of Transmittal need not be guaranteed if (a) this Series G Letter of Transmittal is signed by the registered owner of the Series G 9.12% Depositary Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Series G 9.12% Depositary Shares) tendered herewith and such holder(s) have not completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Series G Letter of Transmittal or (b) such Series G 9.12% Depositary Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. DELIVERY OF THE SERIES G LETTER OF TRANSMITTAL AND SERIES G 9.12% DEPOSITARY SHARES This Series G Letter of Transmittal is to be used only if (a) depositary receipts for Series G 9.12% Depositary Shares are to be forwarded herewith or (b) delivery of Series G 9.12% Depositary Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 5 of the Offer to Purchase. Depositary receipts for all physically delivered Series G 9.12% Depositary Shares or a confirmation of a book-entry transfer of all Series G 9.12% Depositary Shares delivered electronically into the Depositary's account at a Book-Entry Transfer Facility, together in each case with a properly completed and duly executed Series G Letter of Transmittal (or a facsimile thereof) with any required signature guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined below)), and any other documents required by this Series G Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Series G Letter of Transmittal by the Series G Expiration Date (as defined in the Offer to Purchase). Delivery of documents to a Book-Entry Transfer Facility does not constitute delivery to the Depositary. Shareholders who cannot deliver the depositary receipts for their Series G 9.12% Depositary Shares to the Depositary prior to the Series G Expiration Date or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Series G Letter of Transmittal and all other required documents to the Depositary by the Series G Expiration Date must tender their Series G 9.12% Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Series G Notice of Guaranteed Delivery substantially in the form provided by the Corporation must be received (by hand, mail or facsimile transmission) by the Depositary by the Series G Expiration Date and (c) the depositary receipts for all physically delivered Series G 9.12% Depositary Shares, in proper form for transfer (or a confirmation of a book-entry transfer of such Series G 9.12% Depositary Shares into the Depositary's account at a Book-Entry Transfer Facility), together with a properly completed and duly executed Series G Letter of Transmittal (or a facsimile thereof) and any required signature guarantees (or in the case of book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange trading days after the date of execution of such Series G Notice of Guaranteed Delivery, all as provided in Section 5 of the Offer to Purchase. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the confirmation of book-entry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Series G 9.12% Depositary Shares that such participant has received and agrees to be bound by the terms of the Series G Letter of Transmittal and that the Corporation may enforce such agreement against the participant. THE METHOD OF DELIVERY OF SERIES G 9.12% DEPOSITARY SHARES, THIS SERIES G LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. No alternative, conditional, or contingent tenders will be accepted, and no fractional Series G 9.12% Depositary Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), each tendering shareholder waives any right to receive any notice of the acceptance of such shareholder's tender. 3. INADEQUATE SPACE If the space provided in the box captioned "Description of Series G 9.12% Depositary Shares Tendered" is inadequate, the depositary receipt numbers and/or the number of Series G 9.12% Depositary Shares should be listed on a separate signed schedule and attached to this Series G Letter of Transmittal. 4. PARTIAL TENDERS AND UNPURCHASED SERIES G 9.12% DEPOSITARY SHARES Partial tenders are not applicable to shareholders who deliver Series G 9.12% Depositary Shares by book-entry transfer. If fewer than all the Series G 9.12% Depositary Shares represented by any depositary receipt delivered to the Depositary are to be tendered, fill in the number of Series G 9.12% Depositary Shares that are to be tendered in the box entitled "Number of Series G 9.12% Depositary Shares Tendered". If such Depositary Shares are purchased, a new depositary receipt for the remainder of the Series G 9.12% Depositary Shares represented by the old depositary receipt will be sent to and in the name of the registered holder(s) (unless otherwise provided by such holder(s) having completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Series G Letter of Transmittal) as promptly as practicable following the expiration or termination of the Series G Offer. All Series G 9.12% Depositary Shares represented by the depositary receipt(s) listed and delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON THE SERIES G LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS (a) If this Series G Letter of Transmittal is signed by the registered holder(s) of the Series G 9.12% Depositary Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the depositary receipt without any change whatsoever. (b) If any of the Series G 9.12% Depositary Shares tendered herewith are registered in the names of two or more joint owners, each such owner must sign this Series G Letter of Transmittal. (c) If any of the Series G 9.12% Depositary Shares tendered herewith are registered in different names on different depositary receipts, it will be necessary to complete, sign and submit as many separate Series G Letters of Transmittal as there are different registrations of depositary receipts. (d) If this Series G Letter of Transmittal is signed by the registered holder(s) of the Series G 9.12% Depositary Shares tendered herewith, no endorsements of depositary receipts or separate stock powers are required unless payment is to be made, and/or the depositary receipts for Series G 9.12% Depositary Shares not tendered or not purchased are to be issued, in the name(s) of any person(s) other than the registered holder(s). If this Series G Letter of Transmittal is signed by a person other than the registered holder(s) of the Series G 9.12% Depositary Shares tendered herewith, however, the depositary receipts must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the depositary receipts for such Series G 9.12% Depositary Shares. Signature(s) on any such depositary receipts or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Series G Letter of Transmittal or any depositary receipt or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such proper evidence satisfactory to the Corporation of the authority of such person so to act must be submitted. 6. STOCK TRANSFER TAXES The Corporation will pay any stock transfer taxes with respect to the transfer and sale of Series G 9.12% Depositary Shares to it or its order pursuant to the Series G Offer. If, however, payment of the Series G Purchase Price is to be made to, or if depositary receipts for Series G 9.12% Depositary Shares not tendered or accepted for purchase are to be registered in the name of any person other than the registered holder, or if tendered depositary receipts are registered in the name of any person other than the person(s) signing this Series G Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the Series G Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS If the check for the Series G Purchase Price of any Series G 9.12% Depositary Shares purchased is to be issued to, or any Series G 9.12% Depositary Shares not tendered or not purchased are to be returned in the name of, a person other than the person(s) signing this Series G Letter of Transmittal or if the check or any depositary receipts for Series G 9.12% Depositary Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Series G Letter of Transmittal or to the person(s) signing this Series G Letter of Transmittal at an address other than that shown in the box entitled "Description of Series G 9.12% Depositary Shares Tendered", the boxes entitled "Special Payment Instructions" and/or "Special Delivery Instructions" on this Series G Letter of Transmittal should be completed. 8. LOST, STOLEN OR DESTROYED DEPOSITARY RECEIPTS Any shareholder whose depositary receipts have been lost, stolen or destroyed should contact either the Depositary or the Information Agent at their respective addresses shown on this Series G Letter of Transmittal for special instructions. 9. SOLICITED TENDERS The Corporation will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Series G 9.12% Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Series G 9.12% Depositary Shares, the Corporation will pay a solicitation fee of $0.25 per Series G 9.12% Depositary Share), for Series G 9.12% Depositary Shares tendered, accepted for payment and paid for pursuant to the Series G Offer. For purposes of this Instruction 9, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a dealer or broker, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Series G Offer. No such fee shall be payable to a Soliciting Dealer in respect of Series G 9.12% Depositary Shares registered in the name of such Soliciting Dealer unless such Series G 9.12% Depositary Shares are held by such Soliciting Dealer as nominee and such Series G 9.12% Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on the Series G Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Series G 9.12% Depositary Shares by a holder unless the Series G Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Series G 9.12% Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within 5 business days after expiration of the Series G Offer. No such fee shall be payable to a Soliciting Dealer to the extent such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Corporation, the Depositary or the Dealer Manager for purposes of the Series G Offer. 10. FEDERAL INCOME TAX WITHHOLDING Except as provided below under "Important Tax Information", each tendering shareholder is required to provide the Depositary with a correct TIN on Substitute Form W-9 which is provided under "Important Tax Information" below. Failure to provide the information on the form may subject the tendering shareholder to a $50 penalty and 31% Federal backup withholding tax may be imposed on the payments made to the shareholder or other payee with respect to Series G 9.12% Depositary Shares purchased pursuant to the Series G Offer. For further information concerning backup withholding and instructions for completing the Substitute Form W-9, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." 11. WITHHOLDING ON FOREIGN SHAREHOLDERS The Depositary will withhold Federal income tax equal to 30% of the gross payments payable to a foreign shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or (iii) any estate or trust the income of which is subject to United States Federal income taxation regardless of the source of such income. The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the shareholder's address and to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted. A foreign shareholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid over-withholding. A foreign shareholder may be eligible to obtain a refund of tax withheld if such shareholder meets one of the two tests for capital gain or loss treatment described in Section 2 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due. 12. IRREGULARITIES All questions as to the number of Series G 9.12% Depositary Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Series G 9.12% Depositary Shares will be determined by the Corporation, in its sole discretion, and its determination shall be final and binding on all parties. The Corporation reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may, in the opinion of the Corporation's counsel, be unlawful. The Corporation also reserves the absolute right to waive any of the conditions of the Series G Offer or any defect or irregularity in the tender of any particular Series G 9.12% Depositary Shares. No tender of Series G 9.12% Depositary Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Corporation shall determine. None of the Corporation, the Dealer Manager, the Depositary, the Information Agent nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give such notice. 13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES Requests for assistance or additional copies of the Offer to Purchase and this Series G Letter of Transmittal may be obtained from the Information Agent or Dealer Manager at their respective addresses or telephone numbers set forth below. IMPORTANT: THIS SERIES G LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF (TOGETHER WITH DEPOSITARY RECEIPTS FOR SERIES G 9.12% DEPOSITARY SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OF SERIES G 9.12% DEPOSITARY SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR A SERIES G NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE SERIES G EXPIRATION DATE. IMPORTANT TAX INFORMATION Under U.S. Federal income tax law, a shareholder whose tendered Series G 9.12% Depositary Shares are accepted for payment is required to provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the shareholder or other payee to a $50 penalty. In addition, payments that are made to such shareholder or other payee with respect to Series G 9.12% Depositary Shares purchased pursuant to the Series G Offer may be subject to 31% backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements and should indicate their status by writing "exempt" across the face of the Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below Part 2 in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed the Depositary will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Depositary. WHAT NUMBER TO GIVE THE DEPOSITARY The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Series G 9.12% Depositary Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the depositary receipts evidencing the Series G 9.12% Depositary Shares. If the Series G 9.12% Depositary Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.
PAYER'S NAME: THE FIRST NATIONAL BANK OF BOSTON PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW --------------------------- SOCIAL SECURITY NUMBER OR ------------------------ EMPLOYER IDENTIFICATION NUMBER SUBSTITUTE FORM W-9 PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) PART 2--AWAITING TIN. / / CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. NAME --------------------------------------------- (PLEASE PRINT) ADDRESS --------------------------------------------- --------------------------------------------- (INCLUDE ZIP CODE) SIGNATURE -------------------------------------- DATE -------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE, OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT, NOTWITHSTANDING THAT I HAVE CHECKED THE BOX ON PART 2 (AND HAVE COMPLETED THIS CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER), ALL REPORTABLE PAYMENTS MADE TO ME PRIOR TO THE TIME I PROVIDE THE DEPOSITARY WITH A PROPERLY CERTIFIED TAXPAYER IDENTIFICATION NUMBER WILL BE SUBJECT TO A 31% BACKUP WITHHOLDING TAX. - --------------------------------------------------------- ---------------------------------------------- SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN A BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE SERIES G OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. THE INFORMATION AGENT FOR THE SERIES G OFFER IS: [LOGO] WALL STREET PLAZA NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT: (212) 440-9800 OR ALL OTHERS CALL TOLL FREE: (800) 223-2064 THE DEALER MANAGER FOR THE SERIES G OFFER IS: MERRILL LYNCH & CO. 250 VESEY STREET NEW YORK, NEW YORK 10281 (212) 236-4565 (CALL COLLECT) EX-99.(A)(3)(I) 6 NOTICE OF GUARANTEED DELIVERY SERIES B GENERAL MOTORS CORPORATION SERIES B NOTICE OF GUARANTEED DELIVERY OF DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES B 9 1/8% PREFERENCE STOCK This form or a facsimile hereof must be used to accept the Series B Offer (as defined below) if: (a) depositary receipts for depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of Series B 9 1/8% Preference Stock, par value $0.10 per share, of General Motors Corporation, a Delaware corporation (the "Corporation"), cannot be delivered to the Depositary prior to the Series B Expiration Date (as defined in Section 4 of the Corporation's Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase")); or (b) the procedure for book-entry transfer (set forth in Section 5 of the Offer to Purchase) cannot be completed on a timely basis; or (c) the Series B Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary prior to the Series B Expiration Date. This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 5 of the Offer to Purchase. THE DEPOSITARY FOR THE SERIES B OFFER IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Boston Confirm Receipt of The First National Bank of Boston Shareholder Services Division Notice of Shareholder Services Division Mail Stop 45-01-19 Guaranteed Delivery P.O. Box 1889 150 Royall Street by Telephone: Mail Stop 45-01-19 Canton, MA 02021 (800) 331-9922 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions Only) New York, New York Confirm by Telephone
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR A TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONES LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS SERIES B NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER ONLY SERIES B 9 1/8% DEPOSITARY SHARES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR ANY OTHER SERIES MUST USE THE NOTICE OF GUARANTEED DELIVERY APPLICABLE TO THAT SERIES. This form is not to be used to guarantee signatures. If a signature on a Series B Letter of Transmittal is required to be guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Series B Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to the Corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Series B Letter of Transmittal (which together constitute the "Series B Offer"), receipt of which is hereby acknowledged, the number of Series B 9 1/8% Depositary Shares specified below pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. No. of Series B 9 1/8% Depositary Shares tendered _____________ Series B 9 1/8% Depositary Shares Certificate Nos. (if available): ------------------------------------------- ------------------------------------------- SIGN HERE ------------------------------------------- (Signature(s)) ------------------------------------------------------ (Signature(s)) ------------------------------------------------------ (Name(s)) (Please Print) ------------------------------------------------------ (Address) ------------------------------------------------------ (Zip Code) ------------------------------------------------------ (Area Code and Telephone No.) If Series B 9 1/8% Depositary Shares will be delivered by book-entry transfer: Name of Tendering Institution __________________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. ____________________________________________________________________ Transaction Code No. ___________________________________________________________ GUARANTEE (Not to be used for signature guarantee) The undersigned, an "Eligible Institution," guarantees (a) that the above named person(s) "own(s)" the Series B 9 1/8% Depositary Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (b) that such tender of Series B 9 1/8% Depositary Shares complies with Rule 14e-4 and (c) to deliver to the Depositary either the depositary receipts representing the Series B 9 1/8% Depositary Shares tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Series B 9 1/8% Depositary Shares into the Depositary's account at The Depository Trust Company together with a properly completed and duly executed Series B Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or an Agent's Message (as defined in the Offer to Purchase)) and any other required documents within five New York Stock Exchange trading days after the date of execution of this notice. ------------------------------------------- (Name of Firm) ------------------------------------------------------ (Authorized Signature) ------------------------------------------------------ (Name) ------------------------------------------------------ (Address) ------------------------------------------------------ (Zip Code) ------------------------------------------------------ (Area Code and Telephone No.) Dated: _______________________________ DO NOT SEND SERIES B DEPOSITARY RECEIPTS WITH THIS FORM. YOUR SERIES B DEPOSITARY RECEIPTS MUST BE SENT WITH THE SERIES B LETTER OF TRANSMITTAL. EX-99.(A)(3)II 7 NOTICE OF GUARANTEED DELIVERY SERIES D GENERAL MOTORS CORPORATION SERIES D NOTICE OF GUARANTEED DELIVERY OF DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES D 7.92% PREFERENCE STOCK This form or a facsimile hereof must be used to accept the Series D Offer (as defined below) if: (a) depositary receipts for depositary shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of Series D 7.92% Preference Stock, par value $0.10 per share, of General Motors Corporation, a Delaware corporation (the "Corporation"), cannot be delivered to the Depositary prior to the Series D Expiration Date (as defined in Section 4 of the Corporation's Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase")); or (b) the procedure for book-entry transfer (set forth in Section 5 of the Offer to Purchase) cannot be completed on a timely basis; or (c) the Series D Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary prior to the Series D Expiration Date. This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 5 of the Offer to Purchase. THE DEPOSITARY FOR THE SERIES D OFFER IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Boston Confirm Receipt of The First National Bank of Boston Shareholder Services Division Notice of Shareholder Services Division Mail Stop 45-01-19 Guaranteed Delivery P.O. Box 1889 150 Royall Street by Telephone: Mail Stop 45-01-19 Canton, MA 02021 (800) 331-9922 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions Only) New York, New York Confirm by Telephone
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR A TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONES LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS SERIES D NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER ONLY SERIES D 7.92% DEPOSITARY SHARES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR ANY OTHER SERIES MUST USE THE NOTICE OF GUARANTEED DELIVERY APPLICABLE TO THAT SERIES. This form is not to be used to guarantee signatures. If a signature on a Series D Letter of Transmittal is required to be guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Series D Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to the Corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Series D Letter of Transmittal (which together constitute the "Series D Offer"), receipt of which is hereby acknowledged, the number of Series D 7.92% Depositary Shares specified below pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. No. of Series D 7.92% Depositary Shares tendered _____________ Series D 7.92% Depositary Shares Certificate Nos. (if available): ------------------------------------------- ------------------------------------------- SIGN HERE ------------------------------------------- (Signature(s)) ------------------------------------------------------ (Signature(s)) ------------------------------------------------------ (Name(s)) (Please Print) ------------------------------------------------------ (Address) ------------------------------------------------------ (Zip Code) ------------------------------------------------------ (Area Code and Telephone No.) If Series D 7.92% Depositary Shares will be delivered by book-entry transfer: Name of Tendering Institution __________________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. ____________________________________________________________________ Transaction Code No. ___________________________________________________________ GUARANTEE (Not to be used for signature guarantee) The undersigned, an "Eligible Institution," guarantees (a) that the above named person(s) "own(s)" the Series D 7.92% Depositary Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (b) that such tender of Series D 7.92% Depositary Shares complies with Rule 14e-4 and (c) to deliver to the Depositary either the depositary receipts representing the Series D 7.92% Depositary Shares tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Series D 7.92% Depositary Shares into the Depositary's account at The Depository Trust Company together with a properly completed and duly executed Series D Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or an Agent's Message (as defined in the Offer to Purchase)) and any other required documents within five New York Stock Exchange trading days after the date of execution of this notice. ------------------------------------------- (Name of Firm) ------------------------------------------------------ (Authorized Signature) ------------------------------------------------------ (Name) ------------------------------------------------------ (Address) ------------------------------------------------------ (Zip Code) ------------------------------------------------------ (Area Code and Telephone No.) Dated: _______________________________ DO NOT SEND SERIES D DEPOSITARY RECEIPTS WITH THIS FORM. YOUR SERIES D DEPOSITARY RECEIPTS MUST BE SENT WITH THE SERIES D LETTER OF TRANSMITTAL. EX-99.(A)(3)III 8 NOTICE OF GUARANTEED DELIVERY SERIES G GENERAL MOTORS CORPORATION SERIES G NOTICE OF GUARANTEED DELIVERY OF DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12% PREFERENCE STOCK This form or a facsimile hereof must be used to accept the Series G Offer (as defined below) if: (a) depositary receipts for depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of Series G 9.12% Preference Stock, par value $0.10 per share, of General Motors Corporation, a Delaware corporation (the "Corporation"), cannot be delivered to the Depositary prior to the Series G Expiration Date (as defined in Section 4 of the Corporation's Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase")); or (b) the procedure for book-entry transfer (set forth in Section 5 of the Offer to Purchase) cannot be completed on a timely basis; or (c) the Series G Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary prior to the Series G Expiration Date. This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 5 of the Offer to Purchase. THE DEPOSITARY FOR THE SERIES G OFFER IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Bank of Boston Confirm Receipt of The First National Bank of Boston Shareholder Services Division Notice of Shareholder Services Division Mail Stop 45-01-19 Guaranteed Delivery P.O. Box 1889 150 Royall Street by Telephone: Mail Stop 45-01-19 Canton, MA 02021 (800) 331-9922 Boston, MA 02105 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust Company (617) 575-2232 of New York (617) 575-2233 55 Broadway, Third Floor (for Eligible Institutions Only) New York, New York Confirm by Telephone
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR A TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONES LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS SERIES G NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER ONLY SERIES G 9.12% DEPOSITARY SHARES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR ANY OTHER SERIES MUST USE THE NOTICE OF GUARANTEED DELIVERY APPLICABLE TO THAT SERIES. This form is not to be used to guarantee signatures. If a signature on a Series G Letter of Transmittal is required to be guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Series G Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to the Corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Series G Letter of Transmittal (which together constitute the "Series G Offer"), receipt of which is hereby acknowledged, the number of Series G 9.12% Depositary Shares specified below pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. No. of Series G 9.12% Depositary Shares tendered _____________ Series G 9.12% Depositary Shares Certificate Nos. (if available): ------------------------------------------- ------------------------------------------- SIGN HERE ------------------------------------------- (Signature(s)) ------------------------------------------------------ (Signature(s)) ------------------------------------------------------ (Name(s)) (Please Print) ------------------------------------------------------ (Address) ------------------------------------------------------ (Zip Code) ------------------------------------------------------ (Area Code and Telephone No.) If Series G 9.12% Depositary Shares will be delivered by book-entry transfer: Name of Tendering Institution __________________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account No. ____________________________________________________________________ Transaction Code No. ___________________________________________________________ GUARANTEE (Not to be used for signature guarantee) The undersigned, an "Eligible Institution," guarantees (a) that the above named person(s) "own(s)" the Series G 9.12% Depositary Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (b) that such tender of Series G 9.12% Depositary Shares complies with Rule 14e-4 and (c) to deliver to the Depositary either the depositary receipts representing the Series G 9.12% Depositary Shares tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Series G 9.12% Depositary Shares into the Depositary's account at The Depository Trust Company together with a properly completed and duly executed Series G Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or an Agent's Message (as defined in the Offer to Purchase)) and any other required documents within five New York Stock Exchange trading days after the date of execution of this notice. ------------------------------------------- (Name of Firm) ------------------------------------------------------ (Authorized Signature) ------------------------------------------------------ (Name) ------------------------------------------------------ (Address) ------------------------------------------------------ (Zip Code) ------------------------------------------------------ (Area Code and Telephone No.) Dated: _______________________________ DO NOT SEND SERIES G DEPOSITARY RECEIPTS WITH THIS FORM. YOUR SERIES G DEPOSITARY RECEIPTS MUST BE SENT WITH THE SERIES G LETTER OF TRANSMITTAL. EX-99.(A)(4) 9 LETTER TO BROKERS/DEALERS WORLD FINANCIAL CENTER NORTH TOWER NEW YORK, NEW YORK 10281-1329 212 449 1000
[LOGO] OFFER TO PURCHASE FOR CASH BY GENERAL MOTORS CORPORATION ANY AND ALL OF ITS DEPOSITARY SHARES, DEPOSITARY SHARES, DEPOSITARY SHARES, EACH REPRESENTING ONE- EACH REPRESENTING ONE- EACH REPRESENTING ONE- FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS SERIES B 9 1/8% SERIES D 7.92% SERIES G 9.12% PREFERENCE STOCK PREFERENCE STOCK PREFERENCE STOCK AT AT AT $27.50 NET PER $26.375 NET PER $28.25 NET PER DEPOSITARY SHARE DEPOSITARY SHARE DEPOSITARY SHARE
April 25, 1995 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed Dealer Manager by General Motors Corporation, a Delaware corporation (the "Corporation"), in connection with its offers to purchase any and all of its (i) 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing ownership of one-fourth of a share of Series B 9 1/8% Preference Stock, par value $0.10 per share (the "Series B 9 1/8% Preference Stock"), of the Corporation, at a price of $27.50 per Series B 9 1/8% Depositary Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), and in the related Series B Letter of Transmittal (which together constitute the "Series B Offer"); (ii) 15,700,000 outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each representing ownership of one-fourth of a share of Series D 7.92% Preference Stock, par value $0.10 per share (the "Series D 7.92% Preference Stock"), of the Corporation, at a price of $26.375 per Series D 7.92% Depositary Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Series D Letter of Transmittal (which together constitute the "Series D Offer"); and (iii) 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing ownership of one-fourth of a share of Series G 9.12% Preference Stock, par value $0.10 per share (the "Series G 9.12% Preference Stock"), of the Corporation, at a price of $28.25 per Series G 9.12% Depositary Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Series G Letter of Transmittal (which together constitute the "Series G Offer"). The Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares and the Series G 9.12% Depositary Shares are collectively referred to herein as the "Depositary Shares". The Series B Offer, the Series D Offer and the Series G Offer are collectively referred to herein as the "Offers" and individually as an "Offer". EACH OFFER IS INDEPENDENT, AND THE OFFERS ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF DEPOSITARY SHARES BEING TENDERED. The Offers are, however, subject to certain other conditions. See Section 8 of the Offer to Purchase. EACH SERIES OF DEPOSITARY SHARES HAS ITS OWN LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER DEPOSITARY SHARES FOR THAT SERIES. HOLDERS WHO WISH TO TENDER DEPOSITARY SHARES FOR MORE THAN ONE SERIES MUST USE THE APPLICABLE LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY FOR EACH SERIES. For your information and for forwarding to your clients for whom you hold Depositary Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase for Cash dated April 25, 1995; 2. Letters of Transmittal for your use and for the information of your clients, together with GUIDELINES FOR CERTIFICATION OF TAXPAYER NUMBER ON A SUBSTITUTE FORM W-9 providing information relating to backup Federal income tax withholding; 3. Notice of Guaranteed Delivery for each series of Depositary Shares to be used to accept the Offers if the Depositary Shares and all other required documents cannot be delivered to The First National Bank of Boston (the "Depositary") by the applicable Expiration Date (as defined in the Offer to Purchase); 4. A form of letter for each series of Depositary Shares that may be sent to your clients for whose accounts you hold Depositary Shares registered in your name or in the name of your nominee, with space provided for obtaining such client's instructions and designation of Soliciting Dealer with regard to the Offers; and 5. Return envelope addressed to the Depositary for each series of Depositary Shares. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. EACH OFFER AND APPLICABLE WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, MAY 22, 1995, UNLESS THE APPLICABLE OFFER IS EXTENDED. NEITHER THE CORPORATION NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFERS. EACH SHAREHOLDER MUST MAKE ITS OWN DECISION WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. The Corporation will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share), for Depositary Shares tendered, accepted for payment and paid for pursuant to each Offer. For purposes of this letter, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to such Offer. No such fee shall be payable to a Soliciting Dealer in respect of Depositary Shares registered in the name of such Soliciting Dealer unless such Depositary Shares are held by such Soliciting Dealer as nominee and such Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on the applicable Letter of Transmittal or the Notice of Solicited Tenders. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Depositary Shares by a holder unless the applicable Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer to the extent such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Corporation, the Depositary or the Dealer Manager for purposes of the Offers. The Corporation, upon request, will reimburse you for customary handling and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Corporation will pay all stock transfer taxes applicable to its purchase of Depositary Shares pursuant to the Offers, subject to Instruction 6 of the Letters of Transmittal. In order for a Soliciting Dealer to receive a solicitation fee, the Depositary must have received from such Soliciting Dealer a properly completed and duly executed Notice of Solicited Tenders in the form attached hereto (or facsimile thereof) within 5 business days after expiration of the applicable Offer. Any inquiries you may have with respect to any Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the Dealer Manager at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Very truly yours, Merrill Lynch & Co. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE CORPORATION, THE INFORMATION AGENT, THE DEALER MANAGER OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH ANY OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND STATEMENTS CONTAINED THEREIN. OFFERS TO PURCHASE DEPOSITARY SHARES NOTICE OF SOLICITED TENDERS List on the following pages the number of Depositary Shares whose tender you have solicited. All Depositary Shares of any given series beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Depositary. If the space on the following pages is inadequate, list the Depositary Shares in a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. All questions as to the validity, form and eligibility (including time of receipt) of Notices of Solicited Tenders will be determined by the Depositary, in its sole discretion, which determination will be final and binding. Neither the Depositary, General Motors Corporation nor any other person will be under any duty to give notification of any defects or irregularities in any Notice of Solicited Tenders or incur any liability for failure to give such notification. The undersigned hereby certifies to General Motors Corporation that: (i) it has complied with all applicable requirements of the Securities Exchange Act of 1934, and the applicable rules and regulations thereunder, in connection with such solicitation; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase; (iii) in soliciting tenders of Depositary Shares, it has used no soliciting materials other than those furnished by General Motors Corporation; and (iv) if it is a foreign broker or dealer not eligible for membership in the NASD, it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations. Printed Firm Name Address Authorized Signature Area Code and Telephone Number
GENERAL MOTORS CORPORATION NOTICE OF SOLICITED TENDERS SOLICITED TENDERS OF SERIES B 9 1/8% DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY SOLICITING DEALER FOR TRANSACTIONS LESS THAN 20,000 SERIES B 9 1/8% DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED THE SOLICITING TO BE COMPLETED BY TO BE COMPLETED ONLY BY DEPOSITARY DEALER THE SOLICITING ONLY BY DEPOSITARY ------------------ ------------------ DEALER ------------------ FEE $0.375 PER NUMBER OF SHARES ------------------ NUMBER OF SHARES SERIES B 9 1/8% BENEFICIAL OWNERS TENDERED VOI TICKET NUMBER* ACCEPTED DEPOSITARY SHARE - -------------------------------------- ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 1................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 2................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 3................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 4................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 5................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 6................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 7................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 8................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 9................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 10............... ------------------ ------------------ ------------------ ------------------ Total............................... ------------------ ------------------ ------------------ ------------------ - ------------------------ *Complete if Series B 9 1/8% Depositary Shares delivered by book-entry transfer.
FOR TRANSACTIONS EQUAL TO OR EXCEEDING 20,000 SERIES B 9 1/8% DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED THE SOLICITING TO BE COMPLETED BY TO BE COMPLETED ONLY BY DEPOSITARY DEALER THE SOLICITING ONLY BY DEPOSITARY ------------------ ------------------ DEALER ------------------ FEE $0.25 PER NUMBER OF SHARES ------------------ NUMBER OF SHARES SERIES B 9 1/8% BENEFICIAL OWNERS TENDERED VOI TICKET NUMBER* ACCEPTED DEPOSITARY SHARE - -------------------------------------- ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 1................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 2................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 3................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 4................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 5................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 6................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 7................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 8................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 9................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 10............... ------------------ ------------------ ------------------ ------------------ Total............................... ------------------ ------------------ ------------------ ------------------ - ------------------------ *Complete if Series B 9 1/8% Depositary Shares delivered by book-entry transfer.
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GENERAL MOTORS CORPORATION NOTICE OF SOLICITED TENDERS SOLICITED TENDERS OF SERIES D 7.92% DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY SOLICITING DEALER FOR TRANSACTIONS LESS THAN 20,000 SERIES D 7.92% DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED THE SOLICITING TO BE COMPLETED BY TO BE COMPLETED ONLY BY DEPOSITARY DEALER THE SOLICITING ONLY BY DEPOSITARY ------------------ ------------------ DEALER ------------------ FEE $0.375 PER NUMBER OF SHARES ------------------ NUMBER OF SHARES SERIES D 7.92% BENEFICIAL OWNERS TENDERED VOI TICKET NUMBER* ACCEPTED DEPOSITARY SHARE - -------------------------------------- ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 1................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 2................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 3................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 4................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 5................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 6................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 7................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 8................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 9................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 10............... ------------------ ------------------ ------------------ ------------------ Total............................... ------------------ ------------------ ------------------ ------------------ - ------------------------ *Complete if Series D 7.92% Depositary Shares delivered by book-entry transfer.
FOR TRANSACTIONS EQUAL TO OR EXCEEDING 20,000 SERIES D 7.92% DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED THE SOLICITING TO BE COMPLETED BY TO BE COMPLETED ONLY BY DEPOSITARY DEALER THE SOLICITING ONLY BY DEPOSITARY ------------------ ------------------ DEALER ------------------ FEE $0.25 PER NUMBER OF SHARES ------------------ NUMBER OF SHARES SERIES D 7.92% BENEFICIAL OWNERS TENDERED VOI TICKET NUMBER* ACCEPTED DEPOSITARY SHARE - -------------------------------------- ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 1................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 2................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 3................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 4................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 5................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 6................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 7................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 8................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 9................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 10............... ------------------ ------------------ ------------------ ------------------ Total............................... ------------------ ------------------ ------------------ ------------------ - ------------------------ *Complete if Series D 7.92% Depositary Shares delivered by book-entry transfer.
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GENERAL MOTORS CORPORATION NOTICE OF SOLICITED TENDERS SOLICITED TENDERS OF SERIES G 9.12% DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY SOLICITING DEALER FOR TRANSACTIONS LESS THAN 20,000 SERIES G 9.12% DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED THE SOLICITING TO BE COMPLETED BY TO BE COMPLETED ONLY BY DEPOSITARY DEALER THE SOLICITING ONLY BY DEPOSITARY ------------------ ------------------ DEALER ------------------ FEE $0.375 PER NUMBER OF SHARES ------------------ NUMBER OF SHARES SERIES G 9.12% BENEFICIAL OWNERS TENDERED VOI TICKET NUMBER* ACCEPTED DEPOSITARY SHARE - -------------------------------------- ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 1................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 2................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 3................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 4................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 5................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 6................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 7................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 8................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 9................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 10............... ------------------ ------------------ ------------------ ------------------ Total............................... ------------------ ------------------ ------------------ ------------------ - ------------------------ *Complete if Series G 9.12% Depositary Shares delivered by book-entry transfer.
FOR TRANSACTIONS EQUAL TO OR EXCEEDING 20,000 SERIES G 9.12% DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED THE SOLICITING TO BE COMPLETED BY TO BE COMPLETED ONLY BY DEPOSITARY DEALER THE SOLICITING ONLY BY DEPOSITARY ------------------ ------------------ DEALER ------------------ FEE $0.25 PER NUMBER OF SHARES ------------------ NUMBER OF SHARES SERIES G 9.12% BENEFICIAL OWNERS TENDERED VOI TICKET NUMBER* ACCEPTED DEPOSITARY SHARE - -------------------------------------- ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 1................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 2................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 3................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 4................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 5................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 6................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 7................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 8................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 9................ ------------------ ------------------ ------------------ ------------------ Beneficial Owner No. 10............... ------------------ ------------------ ------------------ ------------------ Total............................... ------------------ ------------------ ------------------ ------------------ - ------------------------ *Complete if Series G 9.12% Depositary Shares delivered by book-entry transfer.
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EX-99.(A)(5)(I) 10 LETTER TO CLIENTS SERIES B GENERAL MOTORS CORPORATION OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES B 9 1/8% PREFERENCE STOCK, AT $27.50 NET PER DEPOSITARY SHARE April 25, 1995 To Our Clients: Enclosed for your consideration are the Offer to Purchase for Cash dated April 25, 1995, and the related Series B Letter of Transmittal (which together constitute the "Series B Offer"), in connection with the Series B Offer by General Motors Corporation, a Delaware corporation (the "Corporation"), to purchase any and all of its 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of Series B 9 1/8% Preference Stock, par value $0.10 per share, of the Corporation, at a price of $27.50 per Series B 9 1/8% Depositary Share, upon the terms and subject to the conditions of the Series B Offer. We are the holder of record of Series B 9 1/8% Depositary Shares held for your account. A tender of such Series B 9 1/8% Depositary Shares can be made only by us as the holder of record and pursuant to your instructions. THE SERIES B LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SERIES B 9 1/8% DEPOSITARY SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Series B 9 1/8% Depositary Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Series B Letter of Transmittal. We also request that you designate, in the box captioned "Solicited Tenders", any Soliciting Dealer who solicited your tender of Series B 9 1/8% Depositary Shares. Your attention is directed to the following: 1. The Series B Offer and withdrawal rights expire at 12:00 midnight, Eastern Time, on Monday, May 22, 1995, unless the Series B Offer is extended. 2. The Series B Offer is not conditioned upon any minimum number of Series B 9 1/8% Depositary Shares being tendered. The Series B Offer is, however, subject to certain other conditions, as described in Section 8 of the Offer to Purchase. 3. Any stock transfer taxes applicable to the sale of Series B 9 1/8% Depositary Shares to the Corporation pursuant to the Series B Offer will be paid by the Corporation, except as otherwise provided in Instruction 6 of the Series B Letter of Transmittal. If you wish to have us tender any or all of your Series B 9 1/8% Depositary Shares, please so instruct us by completing, executing and returning to us the attached instruction form. An envelope to return your instructions to us is enclosed. If you authorize tender of your Series B 9 1/8% Depositary Shares, all such Series B 9 1/8% Depositary Shares will be tendered unless otherwise specified on the attached instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Series B Offer. THE SERIES B OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SERIES B 9 1/8% DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE SERIES B OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE SERIES B OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE SERIES B OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE CORPORATION BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES B 9 1/8% PREFERENCE STOCK OF GENERAL MOTORS CORPORATION The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase for Cash dated April 25, 1995, and the related Series B Letter of Transmittal in connection with the offer by General Motors Corporation, a Delaware corporation (the "Corporation"), to purchase any and all of its 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of Series B 9 1/8% Preference Stock, par value $0.10 per share, of the Corporation, at a price of $27.50 per Series B 9 1/8% Depositary Share, net to the undersigned in cash. This will instruct you to tender the number of Series B 9 1/8% Depositary Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Series B Letter of Transmittal. / / By checking this box, all Series B 9 1/8% Depositary Shares held for the account of the undersigned, including fractional Series B 9 1/8% Depositary Shares, will be tendered. If fewer than all Series B 9 1/8% Depositary Shares are to be tendered, please check the box AND indicate below the aggregate number of Series B 9 1/8% Depositary Shares to be tendered. (Unless otherwise indicated, it will be assumed that all Series B 9 1/8% Depositary Shares held for the account of the undersigned are to be tendered.) _______ Series B 9 1/8% Depositary Shares ------------------------ Please designate in the box below any Soliciting Dealer who solicited your tender: SOLICITED TENDERS The undersigned represents that the Soliciting Dealer who solicited and obtained this tender is: Name of Firm: __________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: _____________________________ Identification Number (if known): ______________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) SIGN HERE - -------------------------------------------- -------------------------------------------- Signature(s) - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- Please print name(s) and address(es) here Dated: ---------------------------------
EX-99.(A)(5)II 11 LETTER TO CLIENTS SERIES D GENERAL MOTORS CORPORATION OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES D 7.92% PREFERENCE STOCK, AT $26.375 NET PER DEPOSITARY SHARE April 25, 1995 To Our Clients: Enclosed for your consideration are the Offer to Purchase for Cash dated April 25, 1995, and the related Series D Letter of Transmittal (which together constitute the "Series D Offer"), in connection with the Series D Offer by General Motors Corporation, a Delaware corporation (the "Corporation"), to purchase any and all of its 15,700,000 outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of Series D 7.92% Preference Stock, par value $0.10 per share, of the Corporation, at a price of $26.375 per Series D 7.92% Depositary Share, upon the terms and subject to the conditions of the Series D Offer. We are the holder of record of Series D 7.92% Depositary Shares held for your account. A tender of such Series D 7.92% Depositary Shares can be made only by us as the holder of record and pursuant to your instructions. THE SERIES D LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SERIES D 7.92% DEPOSITARY SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Series D 7.92% Depositary Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Series D Letter of Transmittal. We also request that you designate, in the box captioned "Solicited Tenders", any Soliciting Dealer who solicited your tender of Series D 7.92% Depositary Shares. Your attention is directed to the following: 1. The Series D Offer and withdrawal rights expire at 12:00 midnight, Eastern Time, on Monday, May 22, 1995, unless the Series D Offer is extended. 2. The Series D Offer is not conditioned upon any minimum number of Series D 7.92% Depositary Shares being tendered. The Series D Offer is, however, subject to certain other conditions, as described in Section 8 of the Offer to Purchase. 3. Any stock transfer taxes applicable to the sale of Series D 7.92% Depositary Shares to the Corporation pursuant to the Series D Offer will be paid by the Corporation, except as otherwise provided in Instruction 6 of the Series D Letter of Transmittal. If you wish to have us tender any or all of your Series D 7.92% Depositary Shares, please so instruct us by completing, executing and returning to us the attached instruction form. An envelope to return your instructions to us is enclosed. If you authorize tender of your Series D 7.92% Depositary Shares, all such Series D 7.92% Depositary Shares will be tendered unless otherwise specified on the attached instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Series D Offer. THE SERIES D OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SERIES D 7.92% DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE SERIES D OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE SERIES D OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE SERIES D OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE CORPORATION BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES 7.92% PREFERENCE STOCK OF GENERAL MOTORS CORPORATION The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase for Cash dated April 25, 1995, and the related Series D Letter of Transmittal in connection with the offer by General Motors Corporation, a Delaware corporation (the "Corporation"), to purchase any and all of its 15,700,000 outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of Series D 7.92% Preference Stock, par value $0.10 per share, of the Corporation, at a price of $26.375 per Series D 7.92% Depositary Share, net to the undersigned in cash. This will instruct you to tender the number of Series D 7.92% Depositary Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Series D Letter of Transmittal. / / By checking this box, all Series D 7.92% Depositary Shares held for the account of the undersigned, including fractional Series D 7.92% Depositary Shares, will be tendered. If fewer than all Series D 7.92% Depositary Shares are to be tendered, please check the box AND indicate below the aggregate number of Series D 7.92% Depositary Shares to be tendered. (Unless otherwise indicated, it will be assumed that all Series D 7.92% Depositary Shares held for the account of the undersigned are to be tendered.) _______ Series D 7.92% Depositary Shares ------------------------ Please designate in the box below any Soliciting Dealer who solicited your tender: SOLICITED TENDERS The undersigned represents that the Soliciting Dealer who solicited and obtained this tender is: Name of Firm: __________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: _____________________________ Identification Number (if known): ______________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) SIGN HERE - -------------------------------------------- -------------------------------------------- Signature(s) - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- Please print name(s) and address(es) here Dated: -------------------------------------
EX-99.(A)(5)III 12 LETTER TO CLIENTS SERIES G GENERAL MOTORS CORPORATION OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12% PREFERENCE STOCK, AT $28.25 NET PER DEPOSITARY SHARE April 25, 1995 To Our Clients: Enclosed for your consideration are the Offer to Purchase for Cash dated April 25, 1995, and the related Series G Letter of Transmittal (which together constitute the "Series G Offer"), in connection with the Series G Offer by General Motors Corporation, a Delaware corporation (the "Corporation"), to purchase any and all of its 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of Series G 9.12% Preference Stock, par value $0.10 per share, of the Corporation, at a price of $28.25 per Series G 9.12% Depositary Share, upon the terms and subject to the conditions of the Series G Offer. We are the holder of record of Series G 9.12% Depositary Shares held for your account. A tender of such Series G 9.12% Depositary Shares can be made only by us as the holder of record and pursuant to your instructions. THE SERIES G LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SERIES G 9.12 % DEPOSITARY SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Series G 9.12% Depositary Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Series G Letter of Transmittal. We also request that you designate, in the box captioned "Solicited Tenders", any Soliciting Dealer who solicited your tender of Series G 9.12% Depositary Shares. Your attention is directed to the following: 1. The Series G Offer and withdrawal rights expire at 12:00 midnight, Eastern Time, on Monday, May 22, 1995, unless the Series G Offer is extended. 2. The Series G Offer is not conditioned upon any minimum number of Series G 9.12% Depositary Shares being tendered. The Series G Offer is, however, subject to certain other conditions, as described in Section 8 of the Offer to Purchase. 3. Any stock transfer taxes applicable to the sale of Series G 9.12% Depositary Shares to the Corporation pursuant to the Series G Offer will be paid by the Corporation, except as otherwise provided in Instruction 6 of the Series G Letter of Transmittal. If you wish to have us tender any or all of your Series G 9.12% Depositary Shares, please so instruct us by completing, executing and returning to us the attached instruction form. An envelope to return your instructions to us is enclosed. If you authorize tender of your Series G 9.12% Depositary Shares, all such Series G 9.12% Depositary Shares will be tendered unless otherwise specified on the attached instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Series G Offer. THE SERIES G OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SERIES G 9.12% DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE SERIES G OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE SERIES G OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE SERIES G OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE CORPORATION BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12% PREFERENCE STOCK OF GENERAL MOTORS CORPORATION The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase for Cash dated April 25, 1995, and the related Series G Letter of Transmittal in connection with the offer by General Motors Corporation, a Delaware corporation (the "Corporation"), to purchase any and all of its 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of Series G 9.12% Preference Stock, par value $0.10 per share, of the Corporation, at a price of $28.25 per Series G 9.12% Depositary Share, net to the undersigned in cash. This will instruct you to tender the number of Series G 9.12% Depositary Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Series G Letter of Transmittal. / / By checking this box, all Series G 9.12% Depositary Shares held for the account of the undersigned, including fractional Series G 9.12% Depositary Shares, will be tendered. If fewer than all Series G 9.12% Depositary Shares are to be tendered, please check the box AND indicate below the aggregate number of Series G 9.12% Depositary Shares to be tendered. (Unless otherwise indicated, it will be assumed that all Series G 9.12% Depositary Shares held for the account of the undersigned are to be tendered.) _______ Series G 9.12% Depositary Shares ------------------------ Please designate in the box below any Soliciting Dealer who solicited your tender: SOLICITED TENDERS The undersigned represents that the Soliciting Dealer who solicited and obtained this tender is: Name of Firm: __________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: _____________________________ Identification Number (if known): ______________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) SIGN HERE - -------------------------------------------- -------------------------------------------- Signature(s) - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- Please print name(s) and address(es) here Dated: -------------------------------------
EX-99.(A)(6) 13 LETTER TO HOLDERS OF DEPOSITORY SHARES [LETTERHEAD OF GENERAL MOTORS CORPORATION] April 25, 1995 Dear Holder of Depositary Shares: General Motors Corporation is offering to purchase any and all of its: - 44,300,000 outstanding depositary shares, each representing one-fourth of a share of its Series B 9 1/8% Preference Stock issued in December 1991. - 15,700,000 outstanding depositary shares, each representing one-fourth of a share of its Series D 7.92% Preference Stock issued in July 1992. - 23,000,000 outstanding depositary shares, each representing one-fourth of a share of its Series G 9.12% Preference Stock issued in December 1992. The offers give you the opportunity to sell your depositary shares at a premium over the market price prevailing prior to the announcement of the offers and without the usual transaction costs. General Motors is making these offers as a means of reducing its dividend requirements and annual administrative expenses associated with servicing these shares. Neither General Motors nor its Board of Directors makes any recommendation as to whether you should sell your depositary shares. That is entirely your decision. Each offer is explained in more detail in the enclosed Offer to Purchase for Cash. I encourage you to read this material in its entirety before making any decision. If you choose to sell, please follow the instructions in the enclosed materials. Please note that each series of depositary shares has its own Letter of Transmittal and Notice of Guaranteed Delivery which may be used only to tender depositary shares for that series. If you have any questions regarding any of the offers, please call Georgeson & Company Inc., the Information Agent for the offers, or Merrill Lynch & Co., the Dealer Manager for the offers, at the phone numbers on the back cover of the enclosed Offer to Purchase for Cash. Sincerely, JOHN F. SMITH, JR. John F. Smith, Jr., Chief Executive Officer, President and Director EX-99.(A)(7) 14 PRESS RELEASE FOR RELEASE: MONDAY, APRIL 24, 1995 CONTACT: TONI SIMONETTI (212) 418-6380 GM ANNOUNCES TENDER OFFERS FOR DEPOSITARY SHARES NEW YORK -- General Motors Corporation today announced that it will begin a tender offer tomorrow, April 25, 1995, to purchase for cash any and all of its outstanding Series B, Series D and Series G preference stock. The offers give shareholders the opportunity to sell their depositary shares at a premium over the prevailing market prices and without the usual transaction cost associated with a market sale. GM is making the offers as a means of reducing its dividend requirements and annual administrative expenses associated with servicing holders of these shares. "GM's improved financial performance and balance sheet strength have made it possible to tender for these shares," said GM Vice President and Treasurer Heidi Kunz. "A reduction in the sizeable dividend cost of this stock will be of long-term benefit to the corporation." The tender offers are being made for the following securities: -- 44.3 million outstanding depositary shares, each representing one-fourth of a share of GM Series B 9 1/8% Preference Stock, at a purchase price of $27.50 per share paid in cash. This stock trades on the New York Stock Exchange (NYSE) under the symbol "GM Pr Q"; -- 15.7 million outstanding depositary shares, each representing one-fourth of a share of GM Series D 7.92% Preference Stock, at a purchase price of $26.375 per share paid in cash. This stock trades on the NYSE under the symbol "GM Pr D"; -- 23.0 million outstanding depositary shares, each representing one-fourth of a share of GM Series G 9.12% Preference Stock, at a purchase price of $28.25 per share paid in cash. This stock trades on the NYSE under the symbol "GM Pr G." Under each offer, depositary shares tendered and purchased by GM will receive the regular first quarter cash dividend payable per depositary share, with a record date of April 3, 1995, to be paid May 1, 1995, but will not receive any dividend declared or paid thereafter by GM nor any accrued dividend. The offers are being made only by means of, and under the terms and conditions set forth in GM's Offer to Purchase for Cash, dated April 25, 1995, and related letters of transmittal. Each offer is independent and not conditioned upon any minimum number of depositary shares being tendered. Each offer and withdrawal rights will expire at 12:00 midnight Eastern Time, on May 22, 1995, unless such offer is extended. Merrill Lynch & Co. is acting as the dealer manager in connection with the offers. For more information, contact Merrill Lynch, at (212) 236-4565, or Georgeson & Company Inc., the information agent for the offers, at (800) 223-2064. EX-99.(A)(8) 15 SUMMARY ADVERTISEMENT THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL DEPOSITARY SHARES. THE OFFERS ARE MADE SOLELY BY THE OFFER TO PURCHASE FOR CASH DATED APRIL 25, 1995 AND THE RELATED LETTERS OF TRANSMITTAL AND ARE NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF DEPOSITARY SHARES RESIDING IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFERS OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES LAWS OF WHICH REQUIRE THE OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS SHALL BE DEEMED MADE ON BEHALF OF THE CORPORATION BY ONE OR MORE BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NOTICE OF OFFER TO PURCHASE FOR CASH BY GENERAL MOTORS CORPORATION ANY AND ALL OF ITS DEPOSITARY SHARES, DEPOSITARY SHARES, DEPOSITARY SHARES, EACH REPRESENTING ONE- EACH REPRESENTING ONE- EACH REPRESENTING ONE- FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS SERIES B 9 1/8% SERIES D 7.92% SERIES G 9.12% PREFERENCE STOCK PREFERENCE STOCK PREFERENCE STOCK AT AT AT $27.50 NET PER $26.375 NET PER $28.25 NET PER DEPOSITARY SHARE DEPOSITARY SHARE DEPOSITARY SHARE
General Motors Corporation, a Delaware corporation (the "Corporation"), pursuant to its Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), is offering to purchase any and all of its: - SERIES B 9 1/8% DEPOSITARY SHARES: 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of its Series B 9 1/8% Preference Stock, par value $0.10 per share (the "Series B 9 1/8% Preference Stock") at a purchase price of $27.50 per Series B 9 1/8% Depositary Share (the "Series B Purchase Price"), net to the seller in cash (the "Series B Offer"). - SERIES D 7.92% DEPOSITARY SHARES: 15,700,000 outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of its Series D 7.92% Preference Stock, par value $0.10 per share (the "Series D 7.92% Preference Stock") at a purchase price of $26.375 per Series D 7.92% Depositary Share (the "Series D Purchase Price"), net to the seller in cash (the "Series D Offer"). - SERIES G 9.12% DEPOSITARY SHARES: 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of its Series G 9.12% Preference Stock, par value $0.10 per share (the "Series G 9.12% Preference Stock") at a purchase price of $28.25 per Series G 9.12% Depositary Share (the "Series G Purchase Price"), net to the seller in cash (the "Series G Offer"). The Series B Offer, the Series D Offer and the Series G Offer collectively constitute the "Offers". The Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares and the Series G 9.12% Depositary Shares collectively constitute the "Depositary Shares". Each Offer has its own Letter of Transmittal and Notice of Guaranteed Delivery. EACH OFFER IS INDEPENDENT, AND THE OFFERS ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF DEPOSITARY SHARES BEING TENDERED. The Offers are, however, subject to certain other conditions. See Section 8 of the Offer to Purchase. EACH OFFER AND APPLICABLE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, MAY 22, 1995, UNLESS SUCH OFFER IS EXTENDED. THE CORPORATION, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFERS. EACH SHAREHOLDER MUST MAKE ITS OWN DECISION WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly cash dividend of $0.570313 for the Series B 9 1/8% Depositary Shares, $0.495 for the Series D 7.92% Depositary Shares and $0.57 for the Series G 9.12% Depositary Shares, each with a record date of April 3, 1995, to be paid on May 1, 1995 by the Corporation for the first quarter of 1995. Holders of Depositary Shares tendered and purchased by the Corporation will not, however, receive or otherwise be entitled to any regular quarterly dividends thereafter and will also not receive any accrued dividends in respect thereof. See Section 9 of the Offer to Purchase. The Corporation is making the Offers because it believes that, given its current financial condition, the current market prices of the Depositary Shares and the opportunity for the Corporation to reduce its dividend requirements and annual administrative expenses in connection with servicing the accounts of holders of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offers is economically attractive to the Corporation. The Corporation also believes each Offer is fair to holders of Depositary Shares. The Offers will provide shareholders who are considering a sale of all or a portion of the Depositary Shares the opportunity to sell those Depositary Shares for cash without the usual transaction costs associated with open-market sales. See Section 1 of the Offer to Purchase. Upon the terms and subject to the conditions of each Offer, the Corporation will accept for payment (and thereby purchase) any and all Depositary Shares as are properly tendered (and not withdrawn) on or before 12:00 midnight, Eastern Time, on Monday, May 22, 1995, or the latest time and date at which each Offer, if extended by the Corporation, shall expire (the "Expiration Date"). The Corporation expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which any Offer is open by giving oral or written notice of such extension to The First National Bank of Boston (the "Depositary") and making a public announcement thereof. See Sections 4, 5, 7 and 13 of the Offer to Purchase. The Corporation will pay to a Soliciting Dealer (as defined in the Offer to Purchase) a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share), for Depositary Shares tendered and accepted for payment and paid for pursuant to the Offers, subject to certain conditions. See Section 14 of the Offer to Purchase. Subject to the provisions in Section 6 of the Offer to Purchase, Depositary Shares tendered pursuant to the Offers may be withdrawn at any time before the applicable Expiration Date and, unless theretofore accepted for payment by the Corporation, may also be withdrawn after 12:00 Midnight, Eastern Time, on Tuesday, June 20, 1995. See Section 6 of the Offer to Purchase. For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back cover of the Offer to Purchase) a written, telegraphic or facsimile transmission notice of withdrawal. Such notice of withdrawal must specify the name of the person having tendered the Depositary Shares to be withdrawn, the number of Depositary Shares to be withdrawn and the name of the registered owner, if different from that of the person who tendered such Depositary Shares. If the depositary receipts have been delivered or otherwise identified to the Depositary, then, prior to the release of such depositary receipts, the tendering shareholder must also submit the serial numbers shown on the particular depositary receipts evidencing the Depositary Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 5 of the Offer to Purchase) (except in the case of Depositary Shares tendered by an Eligible Institution). If Depositary Shares have been delivered pursuant to the procedure for book-entry transfer set forth in Section 5 of the Offer to Purchase, the notice of withdrawal must specify the name and number of the account at the applicable Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Depositary Shares and otherwise comply with the procedures of such facility. A withdrawal of a tender of Depositary Shares may not be rescinded, and any Depositary Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the related Offer. Withdrawn Depositary Shares may, however, be retendered before the applicable Expiration Date by again following any of the procedures described in Section 5 of the Offer to Purchase. THE OFFER TO PURCHASE AND THE LETTERS OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFERS. These documents are being mailed to recordholders of Depositary Shares and will be furnished to brokers, dealers, banks and similar persons whose nominees appear on the Corporation's shareholders list or, if applicable, who are listed as participants in a Book-Entry Transfer Facility's security position listing for subsequent transmittal to beneficial owners of Depositary Shares. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference. Any questions or requests for assistance may be directed to the Information Agent and the Dealer Manager at the addresses and telephone numbers set forth below. Requests for additional copies of the Offer to Purchase, Letters of Transmittal or other tender offer materials may be directed to the Information Agent and the Dealer Manager and such copies will be furnished at the Corporation's expense. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offers. THE INFORMATION AGENT FOR THE OFFERS IS: [LOGO] WALL STREET PLAZA NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT: (212) 440-9800 OR ALL OTHERS CALL TOLL FREE: (800) 223-2064 THE DEALER MANAGER FOR THE OFFERS IS: MERRILL LYNCH & CO. WORLD FINANCIAL CENTER NORTH TOWER NEW YORK, NEW YORK 10281-1305 (212) 236-4565 (CALL COLLECT) April 25, 1995 EX-99.(A)(9) 16 FORM W-9 GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
- ------------------------------------------------------ GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------ 1. An individual's account The individual 2. Two or more individuals (joint The actual owner account) of the account or, if combined funds, any one of the individuals(1) 3. Husband and wife (joint The actual owner account) of the account or, if joint funds, either person(1) 4. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 5. Adult and minor (joint The adult or, if account) the minor is the only contributor, the minor(1) 6. Account in the name of The ward, minor, guardian or committee for a or incompetent designated ward, minor, or person(3) incompetent person 7. a. The usual revocable savings The trust account (grantor is grantor-trustee(1) also trustee) b. So-called trust account The actual that is not a legal or owner(1) valid trust under State law - ------------------------------------------------------ ------------------------------------------------------ GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- ------------------------------------------------------ 8. Sole proprietorship account The Owner(1) 9. A valid trust, estate, or Legal entity (Do pension trust not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4) 10. Corporate account The Corporation 11. Religious, charitable, or The organization educational organization account 12. Partnership account held in The partnership the name of the business 13. Association, club, or other The organization tax-exempt organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments ------------------------------------------------------ (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501(a), or an individual retirement plan. - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency, or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a). - An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - Payments described in section 6049(b)(5) to non-resident aliens. - Payments on tax-free covenant bonds under section 1451. - Payments made by certain foreign organizations. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDEN- TIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(F) 17 EXHIBIT 99.(F) INTEROFFICE MEMORANDUM To: Office Managers From: Sandy J. Masselli At: Marketing Support Services Group [LOGO] Date: April 25, 1995 - -------------------------------------------------------------------------------- Subject: GENERAL MOTORS CORPORATION TENDER OFFER SERIES B 9 1/8% PREFERENCE STOCK, SERIES D 7.92% PREFERENCE STOCK AND SERIES G 9.12% PREFERENCE STOCK The attached listing represents preference shareholders of General Motors Corporation, that do not have accounts with Merrill Lynch or have accounts but hold their shares outside of their Merrill Lynch account, reside in the geographic area of your sales coverage, and are holding the preference shares in their possession. The attached information is to be used solely for the purpose of contacting the preference shareholders to assist them with respect to the Offer. PLEASE REMEMBER THAT SEC POLICY SPECIFICALLY PROHIBITS THE USE OF THE PREFERENCE SHAREHOLDER LIST FOR SOLICITING NEW ACCOUNTS OR FOR ANY OTHER PURPOSE OTHER THAN ASSISTING THE PREFERENCE SHAREHOLDERS WITH THE TENDER OFFER. At customer request, an account may be opened for Non-Merrill Lynch customers to facilitate the deposit and disposition of Depositary Shares. Note: If during the account opening process, a shareholder had indicated his/her desire to be notified directly regarding any SEC actions, his/her name will appear on the non-objecting beneficial owners list. This list is provided to the Information Agent in connection with the tender. For this reason, some of your clients may be contacted by the Information Agent. The Company will pay to a Soliciting Dealer a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Company will pay a solicitation fee of $0.25 per Depositary Share) for Depositary Shares tendered and accepted for payment and paid for pursuant to the Offers. As a result of conversations with the National Sales Managers regarding the Offer, the Small Ticket Policy has been waived. Financial consultants assisting individuals in the tender process who are tendering directly to the Depository or through another financial institution MUST request that Merrill Lynch's and the financial consultant's names be indicated on the shareholder's tendering papers, otherwise no solicitation fee can be paid. In addition, the financial consultant should contact the Reorganization Department regarding assistance of such tendering holders (who do not hold their preference stock in a Merrill Lynch account, either as a record holder or in the "street name" of a financial institution other than Merrill Lynch) so that such tenders can be reported by Merrill Lynch to the Depository for receipt of the solicitation fee. It is suggested that General Motors preference shareholders consult their own personal Tax Advisor with respect to the tax consequences of the Offer. Note: Shareholders listed on the parent office control sheet with asterisks(*) may be corporate executives of various corporations/control persons and subject to Rule 144. SEC rules state that initial contact can only be made on this offering for purposes of information, and not for solicitation. If a new account is opened, contact Corporate Executive Services at 609-282-3641. SUBSCRIPTIONS The Reorganization Department has issued a cashier's memo reflecting the terms of subscription of the Offers. Subscription to the Offers is conducted via the Automatic Order Entry System ("OEE") wire calls. For Order Entry questions contact the Expirations Department Help Line at (201) 557-2160. For any questions not related to Order Entry contact Marketing Support at (212) 236-4565. OFFER TO PURCHASE FOR CASH BY GENERAL MOTORS CORPORATION ANY AND ALL OF ITS DEPOSITARY SHARES, DEPOSITARY SHARES, DEPOSITARY SHARES, EACH REPRESENTING ONE- EACH REPRESENTING ONE- EACH REPRESENTING ONE- FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS FOURTH OF A SHARE OF ITS SERIES B 9 1/8% SERIES D 7.92% SERIES G 9.12% PREFERENCE STOCK PREFERENCE STOCK PREFERENCE STOCK AT AT AT $27.50 NET PER $26.375 NET PER $28.25 NET PER DEPOSITARY SHARE DEPOSITARY SHARE DEPOSITARY SHARE
CONDITIONS FOR PAYMENT OF FEES TO SOLICITING DEALERS General Motors Corporation will pay to a Soliciting Dealer (including the Dealer Manager in its capacity as a Soliciting Dealer) a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share), for Depositary Shares that have been tendered, accepted for payment and paid for pursuant to any Offer, as long as the Soliciting Dealer is NOT the beneficial owner of the Depositary Shares and is designated as Soliciting Dealer by the beneficial owner in the applicable Letter of Transmittal. No solicitation fee shall be paid to a Soliciting Dealer (including the Dealer Manager in its capacity as a Soliciting Dealer), in respect of Depositary Shares that it beneficially owns, whether owned prior to the announcement of the Offers or acquired after the announcement. All of the above is subject to additional conditions, including that the Soliciting Dealer properly completes and delivers a Notice of Solicited Tenders to the Depositary within 5 business days of the expiration of the Offers, as set forth in full in Section 14 of the OFFER TO PURCHASE. These conditions are required as a matter of law and are set forth in full in Section 14 of the OFFER TO PURCHASE. To: Holders of General Motors Depositary Shares, each representing a one-fourth interest in a share of Series B 9 1/8% Preference Stock, Series D 7.92% Preference Stock and Series G 9.12% Preference Stock From: At: Merrill Lynch [LOGO] Date: - -------------------------------------------------------------------------------- Subject: GENERAL MOTORS CORPORATION TENDER OFFER SERIES B 9 1/8% PREFERENCE STOCK, SERIES D 7.92% PREFERENCE STOCK AND SERIES G 9.12% PREFERENCE STOCK General Motors Corporation is offering to purchase any and all of its outstanding Series B Depositary Shares, each representing a one-fourth interest in a share of its Series B 9 1/8% Preference Stock; Series D Depositary Shares, each representing a one-fourth interest in a share of its Series D 7.92% Preference Stock; and Series G Depositary Shares, each representing a one-fourth interest in a share of its Series G 9.12% Preference Stock, at a purchase price of $27.50 per Series B Depositary Share (CUSIP #370442808), $26.375 per Series D Depositary Share (CUSIP #370442857) and $28.25 per Series G Depositary Share (CUSIP #370442790), net to the seller in cash. Tendering shareholders will receive $27.50 per Series B Depositary Share, $26.375 per Series D Depositary Share and $28.25 per Series G Depositary Share, net to the seller in cash. Each Series of Depositary Shares has its own Letter of Transmittal and Notice of Guaranteed Delivery and only the applicable Letter of Transmittal or Notice of Guaranteed Delivery may be used to tender Depositary Shares for that Series. Holders who wish to tender Depositary Shares for more than one Series, must use the applicable Letter of Transmittal or Notice of Guaranteed Delivery for each Series. The expiration date of the Offer is May 22, 1995 at 12:00 Midnight, Eastern Time, unless extended. If you wish Merrill Lynch to assist you in this process, instructions to tender must be received by 6:30 PM Eastern Time on May 19, 1995 in order to ensure that your Depositary Shares are tendered timely. Tendered Depositary Shares may be withdrawn at any time before the expiration date of the Offer. You should have received detailed information regarding the offer under separate cover. Merrill Lynch, as Dealer Manager for the Offer, is readily prepared to assist you in this matter should assistance be desired. If you would like additional information pertaining to the Offer, please call the following number: ( ) (collect). Sincerely, ____________________________________ FC # RETAIL INFORMATION MEMORANDUM PREFERENCE STOCK TENDER OFFER MERRILL LYNCH & CO. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- M. L. SOLE DEALER MANAGER ATTENTION: REGIONAL MANAGERS SALES MANAGERS FINANCIAL CONSULTANTS APRIL 25, 1995 OFFER TO PURCHASE FOR CASH BY GENERAL MOTORS CORPORATION
Any and All of its Depositary Shares, Depositary Shares, Depositary Shares, Each Representing One-Fourth of a Share Each Representing One-Fourth of a Share Each Representing One-Fourth of a Share of its SERIES B 9 1/8% PREFERENCE of its SERIES D 7.92% PREFERENCE of its SERIES G 9.12% PREFERENCE STOCK STOCK STOCK at at at $27.50 NET PER $26.375 NET PER $28.25 NET PER DEPOSITARY SHARE DEPOSITARY SHARE DEPOSITARY SHARE (CUSIP #370442808) (CUSIP #370442857) (CUSIP #370442790)
- -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MAY 22, 1995, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- SUMMARY HIGHLIGHTS * General Motors Corporation (the "Corporation") is offering to purchase any and all of its Depositary Shares (the "Series B Depositary Shares"), each representing a one-fourth interest in a share of its Series B 9 1/8% Preference Stock (the "Series B Preference Stock") at a purchase price of $27.50 per Series B Depositary Share; its Depositary Shares (the "Series D Depositary Shares"), each representing a one-fourth interest in a share of its Series D 7.92% Preference Stock (the "Series D Preference Stock") at a purchase price of $26.375 per Series D Depositary Share and its Depositary Shares (the "Series G Depositary Shares") each representing a one-fourth interest in a share of its Series G 9.12% Preference Stock (the "Series G Preference Stock"), at a purchase price of $28.25 per Series G Depositary Share. * Each Offer has its own Letter of Transmittal and Notice of Guaranteed Delivery. Each Offer is independent, and the Offers are not conditioned upon any minimum number of depositary shares being tendered. * Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly cash dividend payable per Depositary Share, with a record date of April 3, 1995, to be paid May 1, 1995, by the Corporation for the first quarter of 1995, but will not receive any dividends declared or paid thereafter by the Corporation or any accrued dividends in respect thereof. * General Motors is making the Offers because it believes that, given its current financial condition, the current market prices of the Depositary Shares and the opportunity for General Motors to reduce its dividend requirements and annual administrative expenses in connection with servicing the accounts of holders of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offers is economically attractive to General Motors. The Offers give shareholders the opportunity to sell their Depositary Shares at a premium over the market prices prevailing prior to the announcement of the Offers and without the usual transaction costs associated with a market sale. * Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the Letter of Transmittal, stock transfer taxes on the purchase of Depositary Shares by the Corporation. The Corporation will pay all charges and expenses of the Depositary, Information Agent and Dealer Manager incurred in connection with the Offer. * The purchase of Depositary Shares pursuant to the Offer will reduce the number of holders of Depositary Shares and the number of Depositary Shares that might otherwise trade publicly, and, depending upon the number of Depositary Shares so purchased, could adversely affect the liquidity and market value of the remaining Depositary Shares held by the public. * The Corporation will pay to a Soliciting Dealer a solicitation fee of $0.375 per Depositary Share (except that in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share) for Depositary Shares tendered and accepted for payment and paid for pursuant to the Offers. - -------------------------------------------------------------------------------- FOR INTERNAL USE ONLY - --------------------- This memorandum relates to a Tender Offer. It is merely a summary for informational purposes for Merrill Lynch personnel; it should be read with and is qualified in its entirety by the Offering Document(s). Under no circumstances may a copy of this report be shown, quoted or given to any member of the public. Under no circumstances is it to be used or considered as recommendation to buy or sell any security and is not to be used to solicit tenders of shares. All financial consultants should read the Offer to Purchase and the related Letters of Transmittal before discussing the Tender Offer with Shareholders. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY ------- THIS INFORMATION IS TO BE READ WITH AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND FINANCIAL DATA CONTAINED IN THE OFFER TO PURCHASE. THE CAPITALIZED TERMS USED HEREIN, AND NOT OTHERWISE DEFINED, ARE AS DEFINED IN THE OFFER TO PURCHASE. The Corporation................... General Motors Corporation. The Depositary Shares............. (i) Series B 9 1/8% Depositary Shares, each representing one- fourth of a share of Series B 9 1/8% Preference Stock, $0.10 par value per share, of the Corporation, (ii) Series D 7.92% Depositary Shares, each representing one- fourth of a share of Series D 7.92% Preference Stock, $0.10 par value per share, of the Corporation, and (iii) Series G 9.12% Depositary Shares, each representing one- fourth of a share of Series G 9.12% Preference Stock, $0.10 par value per share, of the Corporation. Listing........................... New York Stock Exchange (the "NYSE") Tickers........................... GM Pr Q (Series B 9 1/8% Depositary Shares) GM Pr D (Series D 7.92% Depositary Shares) GM Pr G (Series G 9.12% Depositary Shares) Number of Depositary Shares Sought Any and all 44,300,000 of the Series B 9 1/8% Depositary Shares outstanding. Any and all 15,700,000 of the Series D 7.92% Depositary Shares outstanding. Any and all 23,000,000 of the Series G 9.12% Depositary Shares outstanding. Purchase Price.................... $27.50 per Series B 9 1/8% Depositary Share, net to the seller in cash. $26.375 per Series D 7.92% Depositary Share, net to the seller in cash. $28.25 per Series G 9.12% Depositary Share, net to the seller in cash. Expiration Date of Offer......... Monday, May 22, 1995 at 12:00 midnight, Eastern Time, unless extended. Merrill Lynch will stop accepting orders on Friday, May 19, 1995 at 6:30 p.m., Eastern Time. How to Tender Depositary Shares.. See Procedures for Tendering Depositary Shares in Section 5 of the Offer to Purchase. For further information, call the Information Agent or Merrill Lynch. Withdrawal Rights................ Tendered Depositary Shares may be withdrawn at any time before the Expiration Date of the Offer. Merrill Lynch will stop accepting withdrawal orders on Friday, May 19, 1995 at 6:30 p.m., Eastern Time. Purpose of Offer.................. General Motors is making the Offers because it believes that, given its current financial condition, the current market prices of the Depositary Shares and the opportunity for General Motors to reduce its dividend requirements and annual administrative expenses in connection with servicing the accounts of holders of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offers is economically attractive to General Motors. The Offers give shareholders the opportunity to sell their Depositary Shares at a premium over the market prices prevailing prior to the announcement of the Offers and without the usual transaction costs associated with a market sale. NOTE: IF DURING THE ACCOUNT OPENING PROCESS, A SHAREHOLDER HAD INDICATED HIS/HER DESIRE TO BE NOTIFIED DIRECTLY REGARDING ANY SEC ACTIONS, HIS/HER NAME WILL APPEAR ON THE NON-OBJECTING BENEFICIAL OWNERS LIST. THIS LIST IS PROVIDED TO THE INFORMATION AGENT IN CONNECTION WITH THE TENDER. FOR THIS REASON, SOME OF YOUR CLIENTS MAY BE CONTACTED BY THE INFORMATION AGENT.
Market Price of Depositary Shares..................... SERIES B SERIES D SERIES G 9 1/8% 7.92% 9.12% DEPOSITARY DEPOSITARY DEPOSITARY SHARE SHARE SHARE ---------------- ---------------- ---------------- HIGH LOW HIGH LOW HIGH LOW ------ ------ ------ ------ ------ ------ 1993 Q1 $27.38 $24.88 $26.25 $22.00 $27.75 $25.13 Q2 27.88 26.25 27.25 24.63 28.13 26.50 Q3 28.38 26.88 26.88 25.13 29.13 27.00 Q4 28.25 26.88 26.75 25.13 28.50 27.25 1994 Q1 $28.13 $25.50 $26.88 $24.25 $28.75 $25.63 Q2 27.38 25.13 25.38 23.38 27.63 24.25 Q3 26.88 25.63 25.00 23.75 27.13 25.75 Q4 25.75 24.75 24.25 22.25 26.13 24.75 1995 Q1 $26.88 $24.75 $25.50 $22.38 $27.00 $24.88 Q2 $26.25 $25.88 $25.38 $24.63 $26.75 $26.00 (through April 24, 1995)
On Monday, April 24, 1995, the closing price per Depositary Share on the NYSE Composite Tape per Series B Depositary Share was $26.13, per Series D Depositary Share was $25.13 and per Series G Depositary Share was $26.50. Shareholders are urged to obtain a current market quotation for the Depositary Shares. Dividends................. Depositary Shares tendered and purchased by the Corporation will receive the regular quarterly cash dividend payable per Depositary Share, with a record date of April 3, to be paid May 1, 1995, by the Corporation for the first quarter of 1995, but will not receive any dividends declared or paid thereafter by the Corporation or any accrued dividends in respect thereof. Solicitation Fee.......... Not payable by Shareholders. The Corporation will pay to a Soliciting Dealer a solicitation fee of $0.375 per Depositary Share (except in the case of transactions equal to or exceeding 20,000 Depositary Shares of any given series, the Corporation will pay a solicitation fee of $0.25 per Depositary Share) for Depositary Shares tendered and accepted for payment and paid for pursuant to the Offers in each case subject to certain conditions. See Section 14 of the Offer to Purchase. Stock Transfer Tax........ None, except as provided in Instruction 6 of the Letters of Transmittal Federal Income Tax Consequences.............. Sales of Depositary Shares by shareholders pursuant to the Offer will be taxable transactions for Federal income tax purposes and may also be taxable transactions under applicable state, local, foreign and other tax laws. Certain additional federal income tax information is set forth in Section 2 of the Offer to Purchase, but it is for general information only. Each shareholder is urged to consult such shareholder's own tax advisor to determine the particular tax consequences to such shareholder. Payment Date............... As soon as practicable after the applicable Expiration Date. Further information........ Additional copies of this Offer to Purchase and the Letters of Transmittal may be obtained by contacting Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005; Tel: (800) 223-2064 (toll free); Banks and Brokers call collect (212) 440-9800. Questions about the Offers should be directed to Merrill Lynch & Co. at (212) 236-4565 (call collect). INFORMATION SOURCES ------------------- Requests for copies of the Offer to Purchase and Letters of Transmittal should be directed as follows: GEORGESON & COMPANY INC. (Information Agent) Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 or All Others Call Toll Free: (800) 223-2064 Questions about the tender procedures should be directed to: MERRILL LYNCH & CO. 250 Vesey Street New York, NY 10281 Marketing Support (212) 236-4565 Questions about the Offer should be directed to: Eastern Sales Division Western Sales Division Central Sales Division (212) 449-5984 (212) 449-5981 (212) 449-5993 For current update, see: PRIXPNA-L THE CORPORATION The major portion of General Motors' operations is derived from the automotive products industry segment, consisting of the design, manufacture, assembly, and sale of automobiles, trucks, and related parts and accessories. General Motors also has financing and insurance operations and produces products and provides services in other industry segments. 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, offer financial services and certain types of insurance to dealers and customers. In addition, GMAC and its subsidiaries are engaged in mortgage banking and investment services. Hughes Electronics Corporation, a wholly owned subsidiary of General Motors ("Hughes"), develops, manufactures and markets automotive electronic components, satellites and satellite-based communications systems, aerospace and defense electronics products and systems, and provides related services. Electronic Data Systems Corporation, an indirect wholly owned subsidiary of General Motors, designs, installs and operates business information and communications systems. General Motors or its subsidiaries are also engaged in the design, development, and manufacture of locomotives. CERTAIN FEDERAL INCOME TAX CONSEQUENCES Sales of Depositary Shares by shareholders pursuant to any of the Offers will be taxable transactions for Federal income tax purposes and may also be taxable transactions under applicable state, local, foreign and other tax laws. The Federal income tax consequences to a shareholder may vary depending upon the shareholder's particular facts and circumstances. Each shareholder is urged to consult such shareholder's own tax advisor to determine the particular tax consequences to such shareholder (including the applicability and effect of the constructive ownership rules and state, local and foreign tax laws) of the sale of Depositary Shares pursuant to the Offers. PROCEDURES FOR TENDERING Any shareholder desiring to tender all or any portion of such shareholder's Depositary Shares should either (1) complete the Letter of Transmittal or a facsimile copy thereof in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to The First National Bank of Boston (the "Depositary"), and either mail or deliver the depositary receipts for such Depositary Shares to the Depositary along with the Letter of Transmittal or follow the procedure for book-entry transfer set forth in Section 5 of the Offer to Purchase, or (2) request such shareholder's broker, dealer, commercial bank, trust company or nominee to effect the transaction for such shareholder. Shareholders having depositary shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Depositary Shares. Shareholders who wish to tender Depositary Shares and whose depositary receipts for such Depositary Shares are not immediately available should tender such Depositary Shares by following the procedures for guaranteed delivery set forth in Section 5 of the Offer to Purchase. Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The applicable Letter of Transmittal, depositary receipts for Depositary Shares and any other required documents should be sent or delivered by each shareholder of the Company or such shareholder's broker, dealer, commercial bank or trust company to the Depositary at one of its addresses set forth below. THE DEPOSITARY FOR THE OFFERS IS: THE FIRST NATIONAL BANK OF BOSTON BY OVERNIGHT DELIVERY: BY MAIL: The First National Confirm Receipt of The First National Bank of Boston Bank of Boston Notice of Shareholder Services Division Shareholder Services Guaranteed Delivery P.O. Box 1889 Division by Telephone: Mail Stop 45-01-19 Mail Stop 45-10-19 (800) 331-9922 Boston, MA 02105 150 Royall Street Canton, MA 02021 BY HAND: BY FACSIMILE TRANSMISSION: BancBoston Trust (617) 575-2232 Company (617) 575-2233 of New York (for Eligible Institutions Only) 55 Broadway, Third Floor Confirm by Telephone New York, New York Any questions or requests for assistance for additional copies of the Offer to Purchase or the Letter of Transmittal may be directed to the Information Agent or Dealer Manager. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. ORDER ENTRY PROCEDURES FOR TENDERING GENERAL MOTORS CORPORATION SERIES B 9 1/8% PREFERENCE STOCK The offer outlined is eligible for "on-line" order entry and can be accessed via the Bridge System. To enter instructions to participate in the offer, please follow these steps: To obtain direct access to the ORDER ENTRY SCREEN- enter OEE in the function field and REO in the select field. The following formatted screen will appear- please fill in the appropriate fields indicated. - ------------------------------------------------------------------------------- REORGANIZATION ORDER ENTRY SECURITY NBR: 31820 QTY: (# of shares to be tendered) PLAN SYMBOL: X00248 PRICE: (does not apply) PRORATION QTY: (does not apply) ACCT#: (customer account) FC#: ???? CONDITION: * CONDITION DATE: * P&S: (does not apply) TRANSFER ACCT: CFM QTY: (repeat # of shares to be tendered) ORDER READ TO CUST Y/N : Y - ------------------------------------------------------------------------------- Upon completion of the screen hit ENTER - the system will edit the instruction on-line and highlight any problems with the instruction. Once reviewed and accepted, enter OK in the action field and hit ENTER to input your instruction. All instructions, once input, can be viewed on OIF. *The CONDITION and COND DATE fields are to be used when General Motors shares are being deposited and are not currently long in the account. To enter instructions on the condition that the securities are being deposited, enter DEP in the condition field, and the DATE (MMDDYY) in the con date field. NOTE: IN ADDITION, THE ABOVE FORMATTED SCREEN CAN BE ACCESSED WHILE REVIEWING THE CASHIERS MEMO IN THE RCI FUNCTION BY ENTERING OE IN THE ACTION FIELD. ORDER ENTRY PROCEDURES FOR TENDERING GENERAL MOTORS CORPORATION SERIES D 7.92% PREFERENCE STOCK The offer outlined is eligible for "on-line" order entry and can be accessed via the Bridge System. To enter instructions to participate in the offer, please follow these steps: To obtain direct access to the ORDER ENTRY Screen- enter OEE in the function field and REO in the select field. The following formatted screen will appear- please fill in the appropriate fields indicated. - ------------------------------------------------------------------------------- REORGANIZATION ORDER ENTRY SECURITY NBR: 31822 QTY: (# of shares to be tendered) PLAN SYMBOL: X00249 PRICE: (does not apply) PRORATION QTY: (does not apply) ACCT#: (customer account) FC#: ???? CONDITION: * CONDITION DATE: * P&S: (does not apply) TRANSFER ACCT: CFM QTY: (repeat # of shares to be tendered) ORDER READ TO CUST Y/N : Y - ------------------------------------------------------------------------------- Upon completion of the screen hit ENTER - the system will edit the instruction on-line and highlight any problems with the instruction. Once reviewed and accepted, enter OK in the action field and hit ENTER to input your instruction. All instructions, once input, can be viewed on OIF. *The CONDITION and COND DATE fields are to be used when General Motors shares are being deposited and are not currently long in the account. To enter instructions on the condition that the securities are being deposited, enter DEP in the condition field, and the DATE (MMDDYY) in the con date field. NOTE: IN ADDITION, THE ABOVE FORMATTED SCREEN CAN BE ACCESSED WHILE REVIEWING THE CASHIERS MEMO IN THE RCI FUNCTION BY ENTERING OE IN THE ACTION FIELD. ORDER ENTRY PROCEDURES FOR TENDERING GENERAL MOTORS CORPORATION SERIES G 9.12% PREFERENCE STOCK The offer outlined is eligible for "on-line" order entry and can be accessed via the Bridge System. To enter instructions to participate in the offer, please follow these steps: To obtain direct access to the ORDER ENTRY SCREEN- enter OEE in the function field and REO in the select field. The following formatted screen will appear- please fill in the appropriate fields indicated. - ------------------------------------------------------------------------------- REORGANIZATION ORDER ENTRY SECURITY NBR: 31785 QTY: (# of shares to be tendered) PLAN SYMBOL: X00247 PRICE: (does not apply) PRORATION QTY: (does not apply) ACCT#: (customer account) FC#: ???? CONDITION: * CONDITION DATE: * P&S: (does not apply) TRANSFER ACCT: CFM QTY: (repeat # of shares to be tendered) ORDER READ TO CUST Y/N : Y - ------------------------------------------------------------------------------- Upon completion of the screen hit ENTER - the system will edit the instruction on-line and highlight any problems with the instruction. Once reviewed and accepted, enter OK in the action field and hit ENTER to input your instruction. All instructions, once input, can be viewed on OIF. *The CONDITION and COND DATE fields are to be used when General Motors shares are being deposited and are not currently long in the account. To enter instructions on the condition that the securities are being deposited, enter DEP in the condition field, and the DATE (MMDDYY) in the con date field. NOTE: IN ADDITION, THE ABOVE FORMATTED SCREEN CAN BE ACCESSED WHILE REVIEWING THE CASHIERS MEMO IN THE RCI FUNCTION BY ENTERING OE IN THE ACTION FIELD. For those offices unable to access the OEE (automated order entry), you may enter a formatted instruction on a Code-18 to wirecall -TND- by filling in a Sell Order like the one shown below. (BLANK SELL ORDER) - ---------------------------------------------------------------------------------------------------- NYSE RL ORDER NO. SYMBOL SL SSHRT ASE RC ; ; ; LONG XOS ; QUANTITY SYMBOL/DESCRIPTION (PLEASE PRINT) ML ODD ODL LOT PRICE QUALIFIERS GTC FOK IOC . TRADING INST. -- -- -- -- S MONEY BER ; DAY DNR ACN UNSL. ; FUNDS E CMA/ CXL SL ; GTC TRADING INSTRUCTION ; L ISA/ CM SHORT --- CBA OTS DAY L FUNDS ; MKTG KG OFFICE NO. MO DAY YR. ACCOUNT NUMBER TRNTO KX REF - - ;; INX B C VERIFY ACCOUNT NUMBER CUSTOMER NAME O O KC N R KE D P KF A/E NO. INTRA OFFC S OTHER P & S / MARGIN DATA MISC. TND USP RAP ; - ----------------------------------------------------------------------------------------------------
GENERAL MOTORS SERIES 9.125% - ---------------------------------------------------------------------------------------------------- NYSE RL ORDER NO. SYMBOL SL SSHRT ASE RC ; X00248 ; ; T LONG XOS ; QUANTITY SYMBOL/DESCRIPTION (PLEASE PRINT) ML ODD ODL (# of shs. to be tendered) 31820 LOT PRICE QUALIFIERS GTC FOK IOC . TRADING INST. -- -- -- -- S MONEY BER ; DAY DNR ACN UNSL. ; FUNDS E CMA/ CXL SL ; GTC TRADING INSTRUCTION ; L ISA/ CM SHORT --- CBA OTS DAY L FUNDS ; MKTG KG OFFICE NO. MO DAY YR. ACCOUNT NUMBER TRNTO KX REF - - ;; ??? - ????? INX B C VERIFY ACCOUNT NUMBER CUSTOMER NAME O O KC N R KE D P KF A/E NO. INTRA OFFC S OTHER P & S / MARGIN DATA MISC. TND USP RAP ; - ----------------------------------------------------------------------------------------------------
For those offices unable to access the OEE (automated order entry), you may enter a formatted instruction on a Code-18 to wirecall -TND- by filling in a Sell Order like the one shown below. (COMPLETED SELL ORDER) GENERAL MOTORS SERIES 7.92% - ---------------------------------------------------------------------------------------------------- NYSE RL ORDER NO. SYMBOL SL SSHRT ASE RC ; X00249 ; ; T LONG XOS ; QUANTITY SYMBOL/DESCRIPTION (PLEASE PRINT) ML ODD ODL (# of shs. to be tendered) 31822 LOT PRICE QUALIFIERS GTC FOK IOC . TRADING INST. -- -- -- -- S MONEY BER ; DAY DNR ACN UNSL. ; FUNDS E CMA/ CXL SL ; GTC TRADING INSTRUCTION ; L ISA/ CM SHORT --- CBA OTS DAY L FUNDS ; MKTG KG OFFICE NO. MO DAY YR. ACCOUNT NUMBER TRNTO KX REF - - ;; ??? - ????? INX B C VERIFY ACCOUNT NUMBER CUSTOMER NAME O O KC N R KE D P KF A/E NO. INTRA OFFC S OTHER P & S / MARGIN DATA MISC. TND USP RAP ; - ----------------------------------------------------------------------------------------------------
GENERAL MOTORS SERIES 9.12% - ---------------------------------------------------------------------------------------------------- NYSE RL ORDER NO. SYMBOL SL SSHRT ASE RC ; X00247 ; ; T LONG XOS ; QUANTITY SYMBOL/DESCRIPTION (PLEASE PRINT) ML ODD ODL (# of shs. to be tendered) 31785 LOT PRICE QUALIFIERS GTC FOK IOC . TRADING INST. -- -- -- -- S MONEY BER ; DAY DNR ACN UNSL. ; FUNDS E CMA/ CXL SL ; GTC TRADING INSTRUCTION ; L ISA/ CM SHORT --- CBA OTS DAY L FUNDS ; MKTG KG OFFICE NO. MO DAY YR. ACCOUNT NUMBER TRNTO KX REF - - ;; ??? - ????? INX B C VERIFY ACCOUNT NUMBER CUSTOMER NAME O O KC N R KE D P KF A/E NO. INTRA OFFC S OTHER P & S / MARGIN DATA MISC. TND USP RAP ; - ----------------------------------------------------------------------------------------------------
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