-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JvwRDoU4Kv0DOOmgYGfGF69c/djivKENi+5b7pon1cbX453OAfSJw3AtuM5F2B2j 1Vc1MJUcI0qrt7cyWrNJfg== 0000950124-97-003151.txt : 19970530 0000950124-97-003151.hdr.sgml : 19970530 ACCESSION NUMBER: 0000950124-97-003151 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970529 SROS: CSX SROS: NASD SROS: NYSE SROS: PHLX SROS: PSE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 97615520 BUSINESS ADDRESS: STREET 1: 3044 WEST GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202-3091 BUSINESS PHONE: 3135565000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CAPITAL TRUST D CENTRAL INDEX KEY: 0001037761 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: C/O GENERAL MOTORS CORP STREET 2: 100 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48243-7301 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: C/O GENERAL MOTORS CORP STREET 2: 100 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48243-7301 SC 13E4/A 1 SC 13E4/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 (DATED MAY 29, 1997) TO SCHEDULE 13E-4/A ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) GENERAL MOTORS CORPORATION (Name of Issuer) GENERAL MOTORS CAPITAL TRUST D GENERAL MOTORS CAPITAL TRUST G (Name of Person Filing Statement) 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) 370442857 370442790 (CUSIP Number of Class of Securities) PETER R. BIBLE CHIEF ACCOUNTING OFFICER GENERAL MOTORS CORPORATION 100 RENAISSANCE CENTER DETROIT, MICHIGAN 48243-7301 (313) 556-5000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) Copies to: MARTIN I. DARVICK, ESQ. ROBERT S. OSBORNE, P.C. VINCENT J. PISANO, ESQ. GENERAL MOTORS CORPORATION KIRKLAND & ELLIS SKADDEN, ARPS, SLATE, MEAGHER 3031 WEST GRAND BOULEVARD 200 EAST RANDOLPH DRIVE & FLOM LLP DETROIT, MI 48202-3091 CHICAGO, ILLINOIS 60601-6636 919 THIRD AVENUE NEW YORK, NY 10022
------------------------------------- , 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) ================================================================================ 2 This Issuer Tender Offer Statement (as amended through the date hereof, the "Statement") is being filed with the Securities and Exchange Commission (the "Commission") by General Motors Corporation, General Motors Capital Trust D and General Motors Capital Trust G in connection with the filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (Registration No. 333-25221) (as amended through the date hereof, the "Registration Statement") regarding offers (the "Offers") to holders of Depositary Shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of a share of Series D 7.92% Preference Stock (the "Series D 7.92% Preference Stock") of General Motors Corporation ("General Motors") and Depositary Shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of Series G 9.12% Preference Stock of General Motors (the "Series G 9.12% Preference Stock"). A copy of the prospectus dated , 1997 (the "Prospectus") contained in the Registration Statement is incorporated herein by reference as Exhibit 9(e). Pursuant to General Instruction B to Schedule 13E-4, certain information contained in the Prospectus is hereby incorporated by reference in answer to items of this Statement. References to the Prospectus are identified by the captions set forth in the Prospectus. Where substantially identical information required by Schedule 13E-4 is included under more than one caption, reference is made to only one caption of the Prospectus. ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is General Motors Corporation, a Delaware corporation. The address of its principal executive office is 100 Renaissance Center, Detroit, Michigan 48243-7301. (b) The exact title of the classes of securities being sought are (i) Depositary Shares, each representing one-fourth of a share of Series D 7.92% Preference Stock of General Motors, and (ii) Depositary Shares, each representing one-fourth of a share of Series G 9.12% Preference Stock of General Motors. Reference is made to "Prospectus Summary" and "The Offers--Terms of the Offers" and "--Conditions to the Offers" in the Prospectus, which are incorporated herein by reference, for the amount of securities outstanding and being sought and the consideration being offered therefor. No Series D 7.92% Depositary Shares or Series G 9.12% Depositary Shares will be acquired from officers, directors or affiliates of General Motors other than pursuant to the terms of the Offers. (c) Reference is made to "Price Ranges of Depositary Shares" in the Prospectus, which is incorporated herein by reference. (d) The names of the persons filing this statement are (i) General Motors Capital Trust D (the "Series D Trust") and (ii) General Motors Capital Trust G (the "Series G Trust"), each constituting a newly organized statutory business trust organized under the laws of the State of Delaware. The Series D Trust and the Series G Trust are referred to herein collectively as the "Trusts." The address of the principal office of each of the Trusts is c/o General Motors Corporation, 100 Renaissance Center, Detroit, Michigan 48243-7301. The Trusts have been organized by General Motors for the purpose of effecting the Offers. Reference is made to "Prospectus Summary" and "The Trusts" in the Prospectus, which are incorporated herein by reference. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Reference is made to "The Offers--Terms of the Offers," "Description of the Preferred Securities," "Description of the Preferred Securities Guarantees," "Description of the Junior Subordinated Debentures" and "Relationship Between the Preferred Securities, the Junior Subordinated Debentures and the Preferred Securities Guarantees" in the Prospectus, which are incorporated herein by reference. (b) Not applicable. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. Reference is made to "The Offers--Purpose of the Offers" and "--Terms of the Offers" in the Prospectus, which are incorporated herein by reference. Depositary Shares acquired pursuant to the Offers will 2 3 be delivered to General Motors. See "Description of the Preference Stocks and Depositary Shares" in the Prospectus, which is incorporated herein by reference. (a) General Motors may acquire various General Motors securities from time to time in the future and expects to issue various General Motors securities from time to time, in each case for general or special corporate purposes. (b)-(d) None. (e) Reference is made to "Capitalization" in the Prospectus, which is incorporated herein by reference. (f)-(j) None. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. None. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. None. ITEM 6. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED. Reference is made to "The Offers--Exchange Agent and Information Agent," "--Dealer Manager; Soliciting Dealers" and "Fees and Expenses; Transfer Taxes" in the Prospectus, which are incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a) Reference is made to "Capitalization," "Selected Consolidated Financial Data of General Motors Corporation" and "Incorporation of Certain Documents by Reference" in the Prospectus, which are incorporated herein by reference. (b) Reference is made to "Capitalization" in the Prospectus, which is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) None. (b) There are no applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with the Offers other than compliance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder including, without limitation, Rule 13e-4 promulgated thereunder, the Trust Indenture Act of 1939, as amended, and the requirements of state securities or "blue sky" laws. (c) Not applicable. (d) None. (e) None. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. A list of exhibits filed herewith is contained in the Index to Exhibits, which is incorporated herein by reference. 3 4 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 29, 1997 General Motors Capital Trust D By: /s/ JOHN D. FINNEGAN ------------------------------------ Name: John D. Finnegan Title: Trustee General Motors Capital Trust G By: /s/ JOHN D. FINNEGAN ------------------------------------ Name: John D. Finnegan Title: Trustee 5 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- 9(a)(i)(1) Form of Series D Letter of Transmittal (incorporated by reference to Exhibit 99(a)(i) to the Registration Statement) 9(a)(i)(2) Form of Series G Letter of Transmittal (incorporated by reference to Exhibit 99(a)(ii) to the Registration Statement) 9(a)(ii)(1) Form of Series D Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99(b)(i) to the Registration Statement) 9(a)(ii)(2) Form of Series G Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99(b)(ii) to the Registration Statement) 9(a)(iii) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99(c) to the Registration Statement) 9(a)(iv)(1) Form of Series D Letter to Clients (incorporated by reference to Exhibit 99(d)(i) to the Registration Statement) 9(a)(iv)(2) Form of Series G Letter to Clients (incorporated by reference to Exhibit 99(d)(ii) to the Registration Statement) 9(a)(v) Form of General Motors Letter to Holders of Depositary Shares (incorporated by reference to Exhibit 99(g) to the Registration Statement) 9(a)(vi) Form of Questions and Answers Regarding Preferred Securities (incorporated by reference to Exhibit 99(h) to the Registration Statement) 9(a)(vii) Form of Notice of Offers to Exchange (incorporated by reference to Exhibit 99(i) to the Registration Statement) 9(a)(viii) Form of Summary Instructions for Participation in Exchange Offers (incorporated by reference to Exhibit 99(j) to the Registration Statement) 9(c) Not applicable 9(d)(i) Opinion of Robert N. Deitz, Esq., Tax Staff of General Motors Corporation (incorporated by reference to Exhibit 8 to the Registration Statement) 9(d)(ii) Opinion of Martin I. Darvick, Esq., Legal Staff of General Motors Corporation (incorporated by reference to Exhibit 5(b) to the Registration Statement) 9(e) Prospectus dated , 1997 (incorporated by reference to the Registration Statement) 9(f) Not applicable
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