PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 17, 2001)
$600,000,000
General Motors Corporation
7.375% SENIOR NOTES DUE OCTOBER 1, 2051
------------------
Interest payable on January 1, April 1, July 1 and October 1
-----------------
This is an offering of 7.375% Senior Notes due October 1, 2051 (the "Bonds") to
be issued by General Motors Corporation ("GM"). The Bonds will be general
unsecured, unsubordinated obligations of GM. The Bonds will mature on October 1,
2051. The Bonds will bear interest from October 3, 2001, at the rate of 7.375%
per annum, payable quarterly on January 1, April 1, July 1 and October 1 of each
year, commencing on January 1, 2002. We will have the right to redeem the Bonds
in certain circumstances if we are unable to deduct interest paid on the Bonds.
The Bonds also will be redeemable at our option, in whole or part, at any time
on or after October 3, 2006, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount redeemed
plus accrued and unpaid interest to the redemption date. The Bonds will be
issued in minimum denominations of $25 and in multiples of $25.
We will apply to list the Bonds on the New York Stock Exchange and expect
trading in the Bonds on the New York Stock Exchange to begin within 30 days
after the original issue date.
--------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
---------------------------------------
Per Note Total
-------- -------
Public Offering Price............................... 100% $600,000,000
Underwriting Discounts.............................. 3.15% $ 18,900,000
Proceeds to GM (before expenses).................... 96.85% $581,100,000
-------------------
The public offering price set forth above does not include accrued interest, if
any. Interest on the Bonds will accrue from October 3, 2001, and must be paid by
the purchaser if the Bonds are delivered after October 3, 2001.
The underwriters expect to deliver the Bonds to purchasers on October 3, 2001.
We have granted the underwriters a right to request from us the opportunity to
purchase up to an additional $90,000,000 aggregate principal amount of Bonds to
cover overallotments, if any. Whether or not to approve the request is totally
at our discretion.
------------------
Joint Book-Running Managers
Merrill Lynch & Co. Morgan Stanley Salomon Smith Barney
A. G. Edwards & Sons, Inc.
Prudential Securities
UBS Warburg
Bear, Stearns & Co. Inc.
BNP PARIBAS
First Union Securities
HSBC
TD Securities (USA) Inc.
September 28, 2001
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
----
Incorporation of Certain Documents by Reference....................... S-3
Ratio of Earnings to Fixed Charges.................................... S-3
Use of Proceeds....................................................... S-4
Description of the Bonds.............................................. S-4
U.S. Tax Considerations............................................... S-6
Underwriting.......................................................... S-8
Legal Opinions........................................................ S-11
PROSPECTUS
Page
----
Principal Executive Offices........................................... 3
Where You Can Find More Information .................................. 3
Incorporation of Certain Documents by Reference ...................... 3
Description of General Motors Corporation............................. 4
Ratio of Earnings to Fixed Charges.................................... 5
Use of Proceeds....................................................... 5
Description of Debt Securities........................................ 5
Description of Warrants............................................... 13
Plan of Distribution.................................................. 14
Legal Opinions........................................................ 16
Experts............................................................... 16
Unless the context indicates otherwise, the words "GM", "we", "our",
"ours", and "us" refer to General Motors Corporation.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
different information or to make any additional representations. We are not, and
the underwriters are not, making an offer of any securities other than the
Bonds. This prospectus supplement is part of and must be read in conjunction
with the accompanying prospectus dated May 17, 2001. You should not assume that
the information appearing in this prospectus supplement and the accompanying
prospectus, as well as the information incorporated by reference, is accurate as
of any date other than the date on the front cover of this prospectus
supplement.
S-2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them, which means that we can disclose important information to you by referring
you to those documents, including our annual, quarterly and current reports,
that are considered part of this prospectus supplement and accompanying
prospectus. Information that we file later with the SEC will automatically
update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC. These documents contain important information
about General Motors Corporation and its finances.
SEC Filings (File No. 1-143) Period
Annual Report on Form 10-K............. Year ended December 31, 2000
Quarterly Reports on Form 10-Q......... Quarters ended March 31, 2001 and
June 30, 2001
Current Reports on Form 8-K............ January 3, 2001, January 8, 2001,
January 16, 2001 (2), January 17,
2001, February 1, 2001, February 6,
2001, February 9, 2001, February 22,
2001, March 1, 2001, March 29, 2001,
April 3, 2001, April 17, 2001 (2),
April 18, 2001 (3), April 20, 2001,
May 1, 2001, May 25, 2001 (2), June
1, 2001, July 3, 2001, July 17,
2001, August 1, 2001, August 7,
2001, August 21, 2001, August 27,
2001, September 4, 2001, September
18, 2001, September 21, 2001,
September 25, 2001 and September 26,
2001
You may, at no cost, request a copy of the documents incorporated by
reference in this prospectus supplement and accompanying prospectus, except
exhibits to such documents, by writing or telephoning the office of W. W. Creek,
Controller, at the following address and telephone number:
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
Tel: (313) 556-5000
RATIO OF EARNINGS TO FIXED CHARGES
Quarters Ended Years Ended
June 30, December 31,
-------- ------------
2001 2000 2000 1999
---- ---- ---- ----
1.29 2.12 1.71 2.12
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges.
See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus
for additional information.
S-3
USE OF PROCEEDS
We will use the net proceeds (approximately $580,930,189 after deducting
underwriting discounts, commissions and expenses or approximately $668,069,717
if the underwriters exercise their over-allotment option in full) for general
corporate purposes, including the repayment of existing indebtedness.
DESCRIPTION OF THE BONDS
General
The following description of the particular terms of the Bonds offered
hereby supplements and, to the extent that the terms are inconsistent, replaces
the description of the general terms and provisions of the Debt Securities set
forth in the accompanying prospectus. The Bonds are part of the Debt Securities
registered by GM in May 2001 to be issued on terms to be determined at the time
of sale.
The Bonds offered hereby will be issued in an initial aggregate principal
amount of $600,000,000 pursuant to an Indenture dated as of December 7, 1995,
between us and Citibank, N.A. (the "Trustee"), which is more fully described in
the accompanying prospectus and the Bonds have been authorized and approved by
resolution of our Board of Directors.
The Indenture and the Bonds are governed by, and construed in accordance
with, the laws of the State of New York, United States.
The Bonds will be unsecured obligations of GM and will rank equally with
all other unsecured and unsubordinated indebtedness of GM. The Bonds will mature
on October 1, 2051. The Bonds are expected to be listed on the New York Stock
Exchange. The Bonds will bear interest, calculated on the basis of a 360-day
year consisting of twelve 30 day months, from October 3, 2001 at a rate of
7.375% per annum, payable on January 1, April 1, July 1 and October 1 of each
year, the first payment to be made on January 1, 2002, to the person in whose
name the Bonds are registered at the close of business on the 15th day of the
month preceding such January 1, April 1, July 1 or October 1.
If any January 1, April 1, July 1 or October 1 falls on a day that is not
a Business Day, then payment of interest will be made on the next succeeding
Business Day with the same force and effect as if made on such date.
The Bonds will be issued in book-entry form. See "Book-Entry, Delivery and
Form" in the accompanying prospectus.
We may from time to time, without notice to or the consent of the
registered holders of the Bonds, create and issue further Bonds ranking pari
passu with the Bonds in all respects, or in all respects except for the payment
of interest accruing prior to the issue date of such further Bonds or except for
the first payment of interest following the issue date of such further Bonds.
Such further Bonds may be consolidated and form a single series with the Bonds
and have the same terms as to status, redemption or otherwise as the Bonds.
S-4
Optional Redemption
We may not redeem the Bonds before October 3, 2006, except for tax reasons
as described below under "Redemption for Tax Reasons." On and after October 3,
2006, we may redeem the Bonds, at our option and at any time, in whole or in
part at a redemption price equal to 100% of their principal amount plus accrued
and unpaid interest up to but not including the date of redemption.
Redemption for Tax Reasons
We may elect to redeem the Bonds, in whole but not in part, at any time at
a redemption price of 100% of their principal amount, plus accrued and unpaid
interest up to but not including the redemption date, if on or after October 3,
2001, a change in the U.S. tax laws results in a substantial likelihood that we
will not be able to deduct the full amount of interest accrued on the Bonds for
U.S. federal income tax purposes.
The Bonds describe a change in tax laws broadly and permit us to redeem
because of:
o any actual or proposed change in or amendment to the laws of
the U.S. or regulations or rulings promulgated under those laws;
o any change in the way those laws, rulings or regulations are
interpreted, applied or enforced;
o any action taken by a taxing authority that applies to us;
o any court decision, whether or not in a proceeding involving
us; or
o any technical advice memorandum, letter ruling or administrative
pronouncement issued by the U.S. Internal Revenue Service, based on a
fact pattern substantially similar to ours.
Selection and Notice
We will mail notices of redemption by first-class mail at least 30 and not
more than 60 days prior to the date fixed for redemption to each registered
holder of the Bonds to be redeemed at its registered address. If we redeem less
than all of the Bonds at any time, the trustee will select the Bonds to be
redeemed on a pro rata basis, by lot or by such other method directed by us. The
trustee will make that selection not more than 45 days before the redemption
date.
Trading Characteristics
We expect the Bonds to trade at a price that takes into account the value,
if any, of accrued but unpaid interest. This means that purchasers will not pay,
and sellers will not receive, accrued and unpaid interest on the Bonds that is
not included in their trading price. Any portion of the trading price of a Bond
that is attributable to accrued interest will be treated as ordinary interest
income for federal income tax purposes and will not be treated as part of the
amount realized for purposes of determining gain or loss on the disposition of
the Bonds. See "U.S. Tax Considerations" below.
S-5
U.S. TAX CONSIDERATIONS
The following summary describes the material U.S. federal income and
certain estate tax consequences of ownership and disposition of the Bonds to an
initial investor purchasing a Bond at its "issue price" (that is, the first
price at which a substantial amount of the Bonds in an issue is sold to the
public (excluding sales to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers)). This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), administrative pronouncements, judicial
decisions and existing and proposed Treasury regulations, and interpretations of
the foregoing, changes to any of which subsequent to the date of this prospectus
supplement may affect the tax consequences described herein, possibly with
retroactive effect. This summary discusses only Bonds held by initial purchasers
as capital assets within the meaning of Section 1221 of the Code. It does not
discuss all of the tax consequences that may be relevant to holders in light of
their particular circumstances, and does not describe tax consequences of
ownership or disposition of Bonds by holders that are subject to special rules,
such as certain financial institutions, insurance companies, dealers in
securities, partnerships or other entities classified as partnerships for U.S.
federal income tax purposes, persons holding Bonds in connection with a hedging
transaction, "straddle," conversion transaction or other integrated transaction,
or persons who have ceased to be U.S. citizens or to be taxed as resident
aliens.
Prospective investors should consult their tax advisers with regard to the
application of U.S. federal tax laws to their particular situations, as well as
any tax consequences of ownership or disposition of Bonds under the laws of any
state, local or foreign taxing jurisdiction.
U.S. Holders
"U.S. Holder" means a beneficial owner of a Bond that is, for U.S. federal
income tax purposes, (i) a citizen or resident of the U.S., (ii) a corporation
or other entity treated as a corporation for U.S. federal income tax purposes,
created or organized in or under the laws of the U.S. or any political
subdivision, (iii) an estate the income of which is subject to U.S. federal
income taxation regardless of its source, or (iv) a trust if (a) a court within
the United States is able to exercise primary supervision over the
administration of the trust and (b) one or more United States persons have the
authority to control all substantial decisions of the trust.
Payments of Interest
GM intends to treat the Bonds as debt obligations of GM for U.S. federal
income tax purposes. Stated interest on a Bond will be taxable to a U.S. Holder
as ordinary interest income at the time it accrues or is received, in accordance
with the U.S. Holder's method of accounting for tax purposes.
Sale, Exchange or Retirement
Upon the sale, exchange or retirement of a Bond, a U.S. Holder will
recognize taxable gain or loss equal to the difference between the U.S. Holder's
adjusted tax basis in the Bond and the amount realized on the sale, exchange or
retirement. For these purposes, the amount realized does not include unpaid
interest that has accrued to the date of sale but has not previously been
included in income. (See "Description of the Bonds --- Trading
Characteristics.") Such amounts are treated as interest as described under
"Payment of Interest" above. A U.S. Holder's adjusted tax basis in a Bond will
S-6
generally equal the cost of the Bond to the U.S. Holder. Gain or loss realized
on the sale, exchange or retirement of a Bond will be capital gain or loss.
Prospective investors should consult their tax advisers regarding the treatment
of capital gains (which may be taxed at lower rates than ordinary income for
taxpayers who are individuals, trusts or estates and have held their Bonds for
more than one year) and losses (the deductibility of which is subject to
limitations).
Non-U.S. Holders
"Non-U.S. Holder" means a beneficial owner of a Bond that is, for U.S.
federal income tax purposes, (i) a nonresident alien individual, (ii) a foreign
corporation or (iii) a nonresident alien fiduciary of a foreign estate or trust.
Under present U.S. federal tax law, and subject to the discussion below
concerning backup withholding:
(a) Payments of principal, interest and premium on the Bonds to any Non-U.S.
Holder will be exempt from the 30% U.S. federal withholding tax, provided that
in the case of interest, the Non-U.S. Holder does not own, actually or
constructively, 10% or more of the total combined voting power of all classes of
GM stock entitled to vote, is not a controlled foreign corporation related,
directly or indirectly, to GM through stock ownership, and is not a bank
receiving certain types of interest. Interest will not, however, be exempt from
withholding tax unless the beneficial owner of the Bond certifies, generally on
Internal Revenue Service ("IRS") Form W-8BEN or, if income from the Bond is
effectively connected to the Non-U.S. Holder's conduct of a U.S. trade or
business, Form W-8ECI, under penalties of perjury that it is not a U.S. person.
Prospective investors, including foreign partnerships and their partners, should
consult their tax advisers regarding possible additional reporting requirements;
(b) a Non-U.S. Holder of a Bond will not be subject to U.S. federal income tax
on gain realized on the sale, exchange or other disposition of the Bond, unless
(i) the Non-U.S. Holder is an individual who is present in the U.S. for 183 days
or more in the taxable year of the disposition, and either the gain is
attributable to an office or other fixed place of business maintained by the
individual in the U.S. or, generally, the individual has a "tax home" in the
U.S., or (ii) the gain is effectively connected with the Non-U.S. Holder's
conduct of a trade or business in the U.S.; and
(c) a Bond held by an individual who is not, for U.S. federal estate tax
purposes, a resident or citizen of the U.S. at the time of his death generally
will not be subject to U.S. federal estate tax as a result of the individual's
death, provided that the individual does not own, actually or constructively,
10% or more of the total combined voting power of all classes of GM stock
entitled to vote and, at the time of the individual's death, payments with
respect to the Bond would not have been effectively connected to the conduct by
the individual of a trade or business in the U.S.
If a Non-U.S. Holder of a Bond is engaged in a trade or business in the
U.S., and if interest on the Bond (or gain realized on its sale, exchange or
other disposition) is effectively connected with the conduct of the trade or
business, the Non-U.S. Holder, although exempt from the withholding tax
S-7
discussed in the preceding paragraphs upon proper certification of exempt
status, will be subject to regular U.S. income tax on the effectively connected
income, generally in the same manner as if it were a U.S. Holder. See "U.S.
Holders" above. In addition, if the Non-U.S. Holder is a foreign corporation, it
may be subject to a 30% branch profits tax (unless reduced or eliminated by an
applicable treaty) on its earnings and profits for the taxable year that are
attributable to the effectively connected income, subject to certain
adjustments.
Backup Withholding and Information Reporting
U.S. Holders
Backup withholding tax (at rates specified from time to time in the Code)
and information reporting requirements apply to certain payments of principal of
and interest on a Bond, and to proceeds of disposition of a Bond by certain
noncorporate U.S. Holders if such holders fail to provide the payer with correct
taxpayer identification numbers and other information or fail to comply with
certain other requirements. GM, its paying agent, or a broker, as the case may
be, will be required to withhold the required amount from any payment that is
subject to backup withholding unless the holder furnishes the payer with its
taxpayer identification number in the manner prescribed in applicable Treasury
regulations (generally on an IRS Form W-9) and certain other conditions are met.
Non-U.S. Holders
Backup withholding will not apply to payments of interest made on a Bond
or to proceeds from a sale or other disposition of a Bond if the certifications
required to claim the exemption from withholding tax on interest described above
are received, provided that GM or its paying agent, as the case may be, does not
have actual knowledge that the payee is a U.S. person.
Holders of Bonds should consult their tax advisers regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom and the procedure for
obtaining such an exemption, if available. Backup withholding is not an
additional tax. Any amounts withheld from a payment to a holder under the backup
withholding rules will be allowed as a credit against such holder's U.S. federal
income tax liability and may entitle the holder to a refund, provided that the
required information is furnished to the IRS.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated September 28, 2001 (the "Underwriting Agreement"), we have agreed to sell
to each of the underwriters named below, and each of the underwriters, for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc. are acting as representatives (the
"Representatives"), has severally agreed to purchase the principal amount of the
Bonds set forth opposite its name below. In the Underwriting Agreement, the
several underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Bonds offered hereby if any of the Bonds are
purchased.
S-8
Principal
Underwriters Amount of
------------------ Bonds
---------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated $67,200,000
Morgan Stanley & Co. Incorporated 67,200,000
Salomon Smith Barney Inc. 67,200,000
A.G. Edwards & Sons, Inc. 67,200,000
Prudential Securities Incorporated 67,200,000
UBS Warburg LLC 67,200,000
Bear, Stearns & Co. Inc. 20,160,000
BNP Paribas Securities Corp. 20,160,000
First Union Securities, Inc. 20,160,000
HSBC Securities (USA) Inc. 20,160,000
TD Waterhouse Investor Services, Inc. 20,160,000
Advest Inc. 3,000,000
Banc of America Securities LLC 3,000,000
Deutsche Banc Alex. Brown Inc. 3,000,000
CIBC World Markets, Corp. 3,000,000
Credit Suisse First Boston Corporation 3,000,000
Dain Rauscher Incorporated 3,000,000
Fidelity Capital Markets, a division of National 3,000,000
Financial Services LLC
Quick & Reilly, Inc. 3,000,000
H&R BLOCK Financial Advisors, Inc. 3,000,000
JP Morgan Securities Inc. 3,000,000
McDonald Investments Inc., a KeyCorp Company 3,000,000
Raymond James & Associates, Inc. 3,000,000
Charles Schwab & Co., Inc. 3,000,000
U.S. Bancorp Piper Jaffray Inc. 3,000,000
Wachovia Securities, Inc. 3,000,000
Wells Fargo Van Kasper, LLC 3,000,000
ABN AMRO Incorporated 1,500,000
BB&T Capital Markets, a Division of Scott & 1,500,000
Stringfellow
Blaylock & Partners, L.P. 1.500,000
CL King & Associates, Inc. 1,500,000
Comerica Securities, Inc. 1,500,000
D. A. Davidson & Co. 1,500,000
David A. Noyes & Co. 1,500,000
Fahnestock & Co. Inc. 1,500,000
Ferris, Baker Watts Incorporated 1,500,000
Fifth Third Securities Inc. 1,500,000
Gibraltar Securities Co. 1,500,000
Goldman, Sachs & Co. 1,500,000
Gruntal & Co., L.L.C. 1,500,000
Guzman & Company 1,500,000
Janney Montgomery Scott LLC 1,500,000
J.J.B. Hilliard, W.L. Lyons, Inc. 1,500,000
Josephthal & Co. Inc. 1,500,000
Legg Mason Wood Walker, Inc. 1,500,000
McGinn, Smith & Co., Inc. 1,500,000
Mesirow Financial, Inc. 1,500,000
Morgan Keegan & Company, Inc. 1,500,000
Muriel Siebert & Co., Inc. 1,500,000
NatCity Investments, Inc. 1,500,000
Pershing/a Division of Donaldson, Lufkin & Jenrette 1,500,000
Robert W. Baird & Co. Incorporated 1,500,000
S-9
Ryan, Beck & Co., LLC 1,500,000
Southwest Securities, Inc. 1,500,000
Tucker Anthony Incorporated 1,500,000
Utendahl Capital Partners, L.P. 1,500,000
Wayne Hummer Investments 1,500,000
William Blair & Co. 1,500,000
The Williams Capital Group, L.P. 1,500,000
-------------
Total..........................................$600,000,000
============
The Representatives of the underwriters have advised us that the
underwriters propose initially to offer the Bonds to the public at the offering
price set forth on the cover page of this prospectus supplement and to certain
securities dealers at such price less a concession of $0.50 per Bond. The
underwriters may allow, and such dealers may reallow a concession not in excess
of $0.45 per Bond to certain brokers and dealers. After the initial public
offering, the public offering price and concession may be changed.
We have granted the underwriters a right to request from us the
opportunity to purchase up to an additional $90,000,000 aggregate principal
amount of Bonds to cover overallotments, if any, at the initial offering price
to the public less the underwriting discounts set forth above and within 30 days
from the date of this prospectus supplement. Whether or not to approve the
underwriters' request is totally at our discretion. To the extent that we
approve of the exercise of such option and the underwriters exercise such
option, each of the underwriters will have a firm commitment, subject to certain
conditions, to purchase from us approximately the same percentages of the
aggregate principal amount of Bonds as the amount set forth next to such
underwriter's name in the above table bears to the aggregate principal amount of
Bonds set forth as the total to be purchased in the above table.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
Prior to the offering, there has been no public market for the Bonds. We
intend to list the Bonds on the New York Stock Exchange, and we expect trading
in the Bonds on the New York Stock Exchange to begin within 30 days after the
original issue date. In order to meet one of the requirements for listing the
Bonds, the underwriters will undertake to sell lots of 100 or more Bonds to a
minimum of 400 beneficial holders.
The Bonds are a new issue of securities with no established trading
market. The underwriters have advised us that the underwriters intend to make a
market in the Bonds but are not obligated to do so and may discontinue market
making at any time without notice. Neither we nor the underwriters can assure
you that the trading market for the Bonds will be liquid.
In connection with the sale of the Bonds, certain of the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Bonds. Specifically, the underwriters may overallot the offering, creating a
short position. In addition, the underwriters may bid for and purchase the Bonds
in the open market to cover short positions or to stabilize the price of the
Bonds. Any of these activities may stabilize or maintain the market price of the
Bonds above independent market levels. The underwriters will not be required to
engage in these activities, and may end any of these activities at any time.
S-10
E. Stanley O'Neal, a director of Merrill Lynch & Co., of which Merrill
Lynch, Pierce, Fenner & Smith Incorporated is a direct wholly-owned subsidiary,
is a director of GM. In the ordinary course of their respective businesses, the
agents and their affiliates have engaged, and will in the future engage, in
commercial banking and investment banking transactions with GM and certain of
our affiliates for which they have received customary fees and expenses.
LEGAL OPINIONS
The validity of the Bonds offered pursuant to this prospectus supplement
will be passed on for GM by Martin I. Darvick, Esq., Attorney, GM Legal Staff,
and for the underwriters by Davis Polk & Wardwell. Mr. Darvick owns shares, and
has options to purchase shares, of General Motors Corporation common stock, $1
2/3 par value and owns shares of General Motors Corporation Class H common
stock, $0.10 par value.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of our Board of Directors and has acted as our counsel
and as counsel for certain of our subsidiaries in various matters.
S-11
PROSPECTUS
$2,650,000,000
General Motors Corporation
Debt Securities, Warrants to Purchase Debt Securities
------------------
We will offer from time to time debt securities or warrants to purchase
debt securities. We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplemental prospectus carefully before you invest.
------------------
We reserve the sole right to accept and, together with our agents from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through any agents.
------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------
May 17, 2001
You should rely only on the information contained in or incorporated by
reference in this prospectus or any accompanying supplemental prospectus. We
have not authorized anyone to provide you with different information or to make
any additional representations. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of each of those documents.
Table of Contents
Page
----
Principal Executive Offices............................ 3
Where You Can Find More Information ................... 3
Incorporation of Certain Documents by Reference ....... 3
Description of General Motors Corporation.............. 4
Ratio of Earnings to Fixed Charges..................... 5
Use of Proceeds........................................ 5
Description of Debt Securities......................... 5
Description of Warrants................................ 12
Plan of Distribution................................... 13
Legal Opinions......................................... 15
Experts................................................ 15
Unless the context indicates otherwise, the words "GM", "we", "our",
"ours" and "us" refer to General Motors Corporation.
Any agent's commissions or dealer or underwriter's discounts in relation
to the sale of securities covered by this prospectus will be set forth in the
applicable prospectus supplement. The net proceeds we receive from such sale
will be (a) the purchase price of the securities less such agent's commission,
(b) the purchase price of the securities, in the case of a dealer or (c) the
public offering price of the securities less such underwriter's discount. There
will be an additional deduction from the proceeds in the case of (a), (b) and
(c), for other related issuance expenses. Our aggregate proceeds from all
securities sold will be the purchase price of the securities sold less the
aggregate of the agents' commissions, the underwriter discounts and any other
expenses of issuance and distribution.
------------------
2
PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 300 Renaissance Center,
Detroit, Michigan 48265-3000, and our telephone number is 313-556-5000.
------------------
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports and other information with
the SEC. You may read and copy any reports or other information we file at the
public reference room of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the following Regional Offices
of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York,
New York 10048. You may also request copies of our documents upon payment of a
duplicating fee, by writing to the SEC's Public Reference Room. You may obtain
information regarding the Public Reference Room by calling the SEC at
1-800-SEC-0330. SEC filings are also available to the public from commercial
document retrieval services and over the Internet at http://www.sec.gov. and at
our website at http://www.gm.com. Reports and other information can also be
inspected at the offices of the following stock exchanges where GM's common
stock, $1-2/3 par value is listed in the United States: the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, the Chicago Stock
Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois
60605, the Pacific Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles,
California 90012 and 301 Pine Street, San Francisco, California 95104 and the
Philadelphia Stock Exchange, Inc., 1900 Market Street, Philadelphia,
Pennsylvania 19103.
We have filed with the SEC a registration statement on Form S-3 (together
with all amendments and exhibits, the "registration statement") under the
Securities Act of 1933 with respect to the securities. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement. Certain parts of the
registration statement are omitted from the prospectus in accordance with the
rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them, which means that we can disclose important information to you by referring
you to those documents, including our annual, quarterly and current reports,
that are considered part of this prospectus. Information that we file later with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC and any future filings made with the SEC until the
offering of all the securities has been completed. These documents contain
important information about GM and its finances.
SEC Filings (File No. 1-143) Period
------------------------------------ ----------------------------------
Annual Report on Form 10-K Year ended December 31, 2000
Current Reports on Form 8-K January 3, 2001, January 8, 2001,
January 16, 2001 (2), January 17,
2001, February 1, 2001, February 6,
2001, February 9, 2001, February 22,
2001, March 1, 2001, March 29,
2001, April 3, 2001, April 17,
2001 (2), April 18, 2001 (3),
April 20, 2001, and May 1, 2001
3
You may request a copy of the documents incorporated by reference in this
prospectus, except exhibits to such prospectus, at no cost, by writing or
telephoning the office of W. W. Creek, Controller, at the following address and
telephone number:
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
Tel: (313) 556-5000
DESCRIPTION OF GENERAL MOTORS CORPORATION
General Motors is primarily engaged in the automotive and, through our
wholly-owned Hughes subsidiary, the communications services industries. We are
the world's largest manufacturer of automotive vehicles. We also have financing
and insurance operations and, to a lesser extent, are engaged in other
industries.
Our automotive segment is comprised of four regions:
o GM North America;
o GM Europe;
o GM Latin America/Africa/Mid-East; and
o GM Asia Pacific.
GM North America designs, manufactures and markets vehicles primarily in
North America under the following nameplates:
o Chevrolet o GMC o Buick o Saturn
o Pontiac o Oldsmobile o Cadillac
GM Europe, GM Latin America/Africa/Mid-East, and GM Asia Pacific meet the
demands of customers outside North America with vehicles designed, manufactured
and marketed under the following nameplates:
o Opel o Holden o Saab o GMC o Buick
o Vauxhall o Isuzu o Chevrolet o Cadillac
We participate in the communications services industry through our Hughes
subsidiary, which is a leading global provider of digital entertainment
services, information and communications services and satellite-based private
business networks.
Our financing and insurance operations primarily relate to General Motors
Acceptance Corporation, which provides a broad range of financial services,
including consumer vehicle financing, full-service leasing and fleet leasing,
dealer financing, car and truck extended service contracts, residential and
commercial mortgage services, commercial vehicle and homeowner's insurance and
asset-based lending. Our other industrial operations include the design,
manufacturing and marketing of locomotives and heavy-duty transmissions.
Substantially all of our automotive-related products are marketed through
retail dealers and through distributors and jobbers in the United States, Canada
and Mexico, and through distributors and dealers overseas. At December 31, 2000,
there were approximately 8,000 GM vehicle dealers in the United States, 840 in
Canada and 155 in Mexico. Additionally, there were a total of approximately
11,220 outlets overseas which include dealers and authorized sales, service and
parts outlets.
4
RATIO OF EARNINGS TO FIXED CHARGES
Years Ended
December 31,
---------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
1.71 2.12 1.72 2.22 1.96
We compute the ratio of earnings to fixed charges by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
the earnings and fixed charges of GM and its consolidated subsidiaries. Fixed
charges consist of interest and discount and the portion of rentals for real and
personal properties in an amount deemed to be representative of the interest
factor.
USE OF PROCEEDS
We will add the net proceeds from the sale of the securities to our
general funds and they will be available for general corporate purposes,
including the repayment of existing indebtedness.
DESCRIPTION OF DEBT SECURITIES
The debt securities offered are to be issued under an Indenture dated as
of December 7, 1995, between us and Citibank, N.A., as Trustee (the "Trustee"),
a copy of which is filed as an exhibit to the registration statement. The
following summaries of certain provisions of the Indenture are not complete and
are subject to all provisions of the Indenture, including the definition of
certain terms.
The Indenture provides that, in addition to the debt securities being
offered, additional debt securities may be issued without limitation as to
aggregate principal amount, but only as authorized by our Board of Directors.
General
Reference is made to the accompanying prospectus supplement for the
following terms of the debt securities being offered:
o the designation of the debt securities;
o the aggregate principal amount of the debt securities;
o the percentage of their principal amount at which the debt securities
will be issued;
o the date or dates on which the debt securities will mature;
o the rate or rates per annum, if any, at which the debt securities
will bear interest;
o the times at which the interest will be payable;
o the date after which the debt securities may be redeemed and the
redemption price;
o the currency or currencies in which the debt securities are issuable or
payable;
o the exchanges on which the debt securities may be listed; and
o whether the debt securities shall be issued in book-entry form.
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable, at the principal corporate trust office of the Trustee, which
at the date hereof is 111 Wall Street, New York, New York 10043, provided that
payment of interest may be made at our option by check mailed to the address of
the person entitled thereto.
5
The debt securities will be unsecured and unsubordinated and will rank
pari passu with all our other unsecured and unsubordinated obligations (other
than obligations preferred by mandatory provisions of law).
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the accompanying prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at our option if so specified in the accompanying prospectus
supplement, in any other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated
in a currency other than United States dollars, the prospectus supplement will
also specify the denomination in which such debt securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
the debt securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. We will comply with all issuer tender offer rules
and regulations under the Exchange Act, including Rule 14e-1, if such redemption
option is elected. We will make any required filings with the Commission and
furnish certain information to the holders of the debt securities.
Book-Entry, Delivery and Form
Unless otherwise indicated in the accompanying prospectus supplement, the
debt securities will be issued in the form of one or more fully registered
global securities (collectively, the "Global Debt Security") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be transferred,
in whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
The Depositary has advised as follows: it is a limited-purpose trust
company which was created to hold securities for its participating organizations
and to facilitate the clearance and settlement of securities transactions
between participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
o securities brokers and dealers, including the underwriters named in the
accompanying prospectus supplement;
o banks and trust companies;
o clearing corporations; and
o certain other organizations.
Access to the Depositary's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants or indirect participants.
The Depositary advises that pursuant to procedures established by it:
o upon issuance of the debt securities by us, the Depositary will credit
the account of participants designated by the underwriters with the
principal amounts of the debt securities purchased by the underwriters;
and
6
o ownership of beneficial interests in the Global Debt Security will be
shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depositary (with respect to
participants' interests), the participants and the indirect
participants (with respect to the owners of beneficial interests in
the Global Debt Security).
The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to transfer beneficial interests in the Global Debt Security is limited
to such extent.
As long as the Depositary's nominee is the registered owner of the Global
Debt Security, such nominee for all purposes will be considered the sole owner
or holder of the debt securities under the Indenture. Except as provided below,
you will not:
o be entitled to have any of the debt securities registered in your name;
o receive or be entitled to receive physical delivery of the debt
securities in definitive form; or
o be considered the owners or holders of the debt securities under the
Indenture.
Neither we, the Trustee, any Paying Agent nor the Depositary will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global Debt
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the debt securities registered in the
name of the Depositary's nominee will be made by the Trustee to the Depositary's
nominee as the registered owner of the Global Debt Security. Under the terms of
the Indenture, we and the Trustee will treat the persons in whose names the debt
securities are registered as the owners of the debt securities for the purpose
of receiving payment of principal and interest on the debt securities and for
all other purposes whatsoever. Therefore, we do not have, and neither the
Trustee nor any Paying Agent has, any direct responsibility or liability for the
payment of principal or interest on the debt securities to owners of beneficial
interests in the Global Debt Security. The Depositary has advised us and the
Trustee that its present practice is, upon receipt of any payment of principal
or interest, to immediately credit the accounts of the Participants with such
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interests in the Global Debt Security as shown on the
records of the Depositary. Payments by participants and indirect participants to
owners of beneficial interests in the Global Debt Security will be the
responsibility of such participants and indirect participants and will be
governed by their standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name".
If the Depositary is at any time unwilling or unable to continue as
depositary and we have not appointed a successor depositary within 90 days, we
will issue debt securities in definitive form in exchange for the Global Debt
Security. In addition, we may at any time determine not to have the debt
securities represented by the Global Debt Security and, in such event, will
issue debt securities in definitive form in exchange for the Global Debt
Security. In either instance, an owner of a beneficial interest in a Global Debt
Security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of the debt securities in definitive form. Debt securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons. No service
charge will be made for any transfer or exchange of the debt securities, but we
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
7
Certain Covenants
DEFINITIONS APPLICABLE TO COVENANTS. The following definitions
shall be applicable to the covenants specified below:
(i) "Attributable Debt" means, at the time of determination as to any
lease, the present value (discounted at the actual rate, if stated, or, if no
rate is stated, the implicit rate of interest of such lease transaction as
determined by the chairman, president, any vice chairman, any vice president,
the treasurer or any assistant treasurer of GM), calculated using the interval
of scheduled rental payments under such lease, of the obligation of the lessee
for net rental payments during the remaining term of such lease (excluding any
subsequent renewal or other extension options held by the lessee). The term "net
rental payments" means, with respect to any lease for any period, the sum of the
rental and other payments required to be paid in such period by the lessee
thereunder, but not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates, indemnities
or similar charges required to be paid by such lessee thereunder or any amounts
required to be paid by such lessee thereunder contingent upon the amount of
sales, earnings or profits or of maintenance and repairs, insurance, taxes,
assessments, water rates, indemnities or similar charges; provided, however,
that, in the case of any lease which is terminable by the lessee upon the
payment of a penalty in an amount which is less than the total discounted net
rental payments required to be paid from the later of the first date upon which
such lease may be so terminated and the date of the determination of net rental
payments, "net rental payments" shall include the then-current amount of such
penalty from the later of such two dates, and shall exclude the rental payments
relating to the remaining period of the lease commencing with the later of such
two dates.
(ii) "Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
(iii) "Manufacturing Subsidiary" means any Subsidiary (A) substantially
all the property of which is located within the continental United States of
America, (B) which owns a Principal Domestic Manufacturing Property and (C) in
which GM's investment, direct or indirect and whether in the form of equity,
debt, advances or otherwise, is in excess of $2,500,000,000 as shown on the
books of GM as of the end of the fiscal year immediately preceding the date of
determination; provided, however, that "Manufacturing Subsidiary" shall not
include Hughes Electronics Corporation and its Subsidiaries, General Motors
Acceptance Corporation and its Subsidiaries (or any corporate successor of any
of them) or any other Subsidiary which is principally engaged in leasing or in
financing installment receivables or otherwise providing financial or insurance
services to GM or others or which is principally engaged in financing GM's
operations outside the continental United States of America.
(iv) "Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.
(v) "Principal Domestic Manufacturing Property" means any manufacturing
plant or facility owned by GM or any Manufacturing Subsidiary which is located
within the continental United States of America and, in the opinion of the Board
of Directors, is of material importance to the total business conducted by GM
and its consolidated affiliates as an entity.
(vi) "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power to elect
a majority of the board of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by GM, or by one or more Subsidiaries, or
by GM and one or more Subsidiaries.
LIMITATION ON LIENS. For the benefit of the Debt Securities, GM will not, nor
will it permit any Manufacturing Subsidiary to, issue or assume any Debt secured
by a Mortgage upon any Principal Domestic Manufacturing Property of GM or any
8
Manufacturing Subsidiary or upon any shares of stock or indebtedness of any
Manufacturing Subsidiary (whether such Principal Domestic Manufacturing
Property, shares of stock or indebtedness are now owned or hereafter acquired)
without in any such case effectively providing concurrently with the issuance or
assumption of any such Debt that the Debt Securities (together with, if GM shall
so determine, any other indebtedness of GM or such Manufacturing Subsidiary
ranking equally with the Debt Securities and then existing or thereafter
created) shall be secured equally and ratably with such Debt, unless the
aggregate amount of Debt issued or assumed and so secured by Mortgages, together
with all other Debt of GM and its Manufacturing Subsidiaries which (if
originally issued or assumed at such time) would otherwise be subject to the
foregoing restrictions, but not including Debt permitted to be secured under
clauses (i) through (vi) of the immediately following paragraph, does not at the
time exceed 20% of the stockholders' equity of GM and its consolidated
subsidiaries, as determined in accordance with accounting principles generally
accepted in the U.S. and shown on the audited consolidated balance sheet
contained in the latest published annual report to the stockholders of GM.
The above restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a
Manufacturing Subsidiary;
(ii) Mortgages on property existing at the time of acquisition of such
property by GM or a manufacturing Subsidiary, or Mortgages to secure the payment
of all or any part of the purchase price of such property upon the acquisition
of such property by GM or a manufacturing Subsidiary or to secure any Debt
incurred prior to, at the time of, or within 180 days after, the later of the
date of acquisition of such property and the date such property is placed in
service, for the purpose of financing all or any part of the purchase price
thereof, or Mortgages to secure any Debt incurred for the purpose of financing
the cost to GM or a Manufacturing Subsidiary of improvements to such acquired
property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to
GM or to another Subsidiary;
(iv) Mortgages on property of a corporation existing at the time such
corporation is merged or consolidated with GM or a Manufacturing Subsidiary or
at the time of a sale, lease or other disposition of the properties of a
corporation as an entirety or substantially as an entirety to GM or a
Manufacturing Subsidiary;
(v) Mortgages on property of GM or a Manufacturing Subsidiary in favor of
the United States of America or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States of America or any
State thereof, or in favor of any other country, or any political subdivision
thereof, to secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such Mortgages; or
(vi) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Mortgage referred to in the
foregoing clauses (i) to (v); provided, however, that the principal amount of
Debt secured thereby shall not exceed by more than 115% the principal amount of
Debt so secured at the time of such extension, renewal or replacement and that
such extension, renewal or replacement shall be limited to all or a part of the
property which secured the Mortgage so extended, renewed or replaced (plus
improvements on such property).
LIMITATION ON SALE AND LEASE-BACK. For the benefit of the Debt Securities, GM
will not, nor will it permit any Manufacturing Subsidiary to, enter into any
arrangement with any person providing for the leasing by GM or any Manufacturing
Subsidiary of any Principal Domestic Manufacturing Property owned by GM or any
Manufacturing Subsidiary on the date that the Debt Securities are originally
issued (except for temporary leases for a term of not more than five years and
except for leases between GM and a Manufacturing Subsidiary or between
9
Manufacturing Subsidiaries), which property has been or is to be sold or
transferred by GM or such Manufacturing Subsidiary to such person, unless
either:
(i) GM or such Manufacturing Subsidiary would be entitled, pursuant to the
provisions of the covenant on limitation on liens described above, to issue,
assume, extend, renew or replace Debt secured by a Mortgage upon such property
equal in amount to the Attributable Debt in respect of such arrangement without
equally and ratably securing the Debt Securities; provided, however, that from
and after the date on which such arrangement becomes effective the Attributable
Debt in respect of such arrangement shall be deemed for all purposes under the
covenant on limitation on liens described above and this covenant on limitation
on sale and lease-back to be Debt subject to the provisions of the covenant on
limitation on liens described above (which provisions include the exceptions set
forth in clauses (i) through (vi) of such covenant); or
(ii) GM shall apply an amount in cash equal to the Attributable Debt in
respect of such arrangement to the retirement (other than any mandatory
retirement or by way of payment at maturity), within 180 days of the effective
date of any such arrangement, of Debt of GM or any Manufacturing Subsidiary
(other than Debt owned by GM or any Manufacturing Subsidiary) which by its terms
matures at or is extendible or renewable at the option of the obligor to a date
more than twelve months after the date of the creation of such Debt.
Defeasance
If the terms of a particular series of Debt Securities so provide, we may,
at our option, (a) discharge its indebtedness and its obligations under the
Indenture with respect to such series or (b) not comply with certain covenants
contained in the Indenture with respect to such series, in each case by
depositing funds or obligations issued or guaranteed by the United States of
America with the Trustee. The Prospectus Supplement will more fully describe the
provisions, if any, relating to such defeasance.
Merger and Consolidation
The Indenture provides that we will not merge or consolidate with another
corporation or sell or convey all or substantially all of our assets unless
either we are the continuing corporation or the new corporation shall expressly
assume the interest and principal due under the securities. In either case, the
Indenture provides that neither we nor a successor corporation may be in default
of performance immediately after a merger or consolidation. Additionally, the
Indenture provides that in the case of any such merger or consolidation, either
we or the successor company may continue to issue securities under the
Indenture.
Modification of the Indenture
The Indenture contains provisions permitting us and the Trustee to modify
or amend the Indenture or any supplemental indenture or the rights of the
holders of the debt securities issued thereunder, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the debt
securities of all series at the time outstanding under such Indenture which are
affected by such modification or amendment, voting as one class, provided that
no such modification shall:
o extend the fixed maturity of any debt securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate or
extend the time of payment of interest thereon, without the consent
of the holder of each debt security so affected; or
o reduce the aforesaid percentage of debt securities, the consent of
the holders of which is required for any such modification, without
the consent of the holders of all debt securities then outstanding
under the Indenture.
10
Events of Default
An Event of Default with respect to any series of debt securities issued
subject to the Indenture is defined in the Indenture as being:
o default in payment of any principal or premium, if any, on such series;
o default for 30 days in payment of any interest on such series;
o default for 30 days after notice in performance of any other covenant
in the Indenture; or
o certain events of bankruptcy, insolvency or reorganization.
No Event of Default with respect to a particular series of debt securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of debt securities issued thereunder. In case an
Event of Default as set out in the first, second and third items listed above
shall occur and be continuing with respect to any series, the Trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal, or, in the case of
discounted debt securities, the amount specified in the terms thereof, of such
series to be due and payable. In case an Event of Default as set out in the
fourth item listed above shall occur and be continuing, the Trustee or the
holders of not less than 25% in aggregate principal amount of all the debt
securities then outstanding, voting as one class, may declare the principal, or,
in the case of discounted debt securities, the amount specified in the terms
thereof, of all outstanding debt securities to be due and payable. Any Event of
Default with respect to a particular series of debt securities may be waived by
the holders of a majority in aggregate principal amount of the outstanding debt
securities of such series, or of all the outstanding debt securities, as the
case may be, except in a case of failure to pay principal or premium, if any, or
interest on such debt security for which payment had not been subsequently made.
We are required to file with the Trustee annually an Officers' Certificate as to
the absence of certain defaults under the terms of the Indenture. The Indenture
provides that the Trustee may withhold notice to the securityholders of any
default, except in payment of principal, premium, if any, or interest, if it
considers it in the interest of the securityholders to do so.
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity or security.
Subject to such provisions for the indemnification of the Trustee and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
class, at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee.
Concerning the Trustee
Citibank, N.A. is the Trustee under the Indenture. It is also Trustee
under various other indentures covering our outstanding notes and debentures.
Citibank, N.A. and its affiliates act as depository for funds of, make loans to,
act as trustee and perform certain other services for, certain of our affiliates
and us in the normal course of its business. As trustee of various trusts, it
has purchased our securities and those of certain of our affiliates.
11
DESCRIPTION OF WARRANTS
General
The following statements with respect to the warrants are summaries of the
detailed provisions of one or more separate warrant agreements (each a "Warrant
Agreement") between us and a banking institution organized under the laws of the
United States or one of the states thereof (each a "Warrant Agent"), a form of
which is filed as an exhibit to the registration statement. Wherever particular
provisions of the Warrant Agreement or terms defined therein are referred to,
such provisions or definitions are incorporated by reference as a part of the
statements made, and the statements are qualified in their entirety by such
reference.
The warrants will be evidenced by warrant certificates (the "Warrant
Certificates") and, except as otherwise specified in the prospectus supplement
accompanying this prospectus, may be traded separately from any debt securities
with which they may be issued. Warrant Certificates may be exchanged for new
Warrant Certificates of different denominations at the office of the Warrant
Agent. The holder of a warrant does not have any of the rights of a holder of a
debt security in respect of, and is not entitled to any payments on, any debt
securities issuable, but not yet issued, upon exercise of the warrants.
The warrants may be issued in one or more series, and reference is made to
the prospectus supplement accompanying this prospectus relating to the
particular series of warrants, if any, offered thereby for the terms of, and
other information with respect to, such warrants, including:
o the title and the aggregate number of warrants;
o the debt securities for which each warrant is exercisable;
o the date or dates on which the warrants will expire;
o the price or prices at which the warrants are exercisable;
o the currency or currencies in which the warrants are exercisable;
o the periods during which and places at which the warrants are
exercisable;
o the terms of any mandatory or optional call provisions;
o the price or prices, if any, at which the warrants may be redeemed at
the option of the holder or will be redeemed upon expiration;
o the identity of the Warrant Agent;
o the exchanges, if any, on which the warrants may be listed; and
o whether the Warrants shall be issued in book-entry form.
Exercise of Warrants
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
warrant, and by communicating to the Warrant Agent the identity of the
warrantholder and the number of warrants to be exercised. Upon receipt of
payment and the Warrant Certificate properly completed and duly executed, at the
office of the Warrant Agent, the Warrant Agent will, as soon as practicable,
arrange for the issuance of the applicable debt securities, the form of which
shall be set forth in the prospectus supplement. If less than all of the
warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amounts of Warrants.
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PLAN OF DISTRIBUTION
We may sell the securities being offered in five ways:
o directly to purchasers;
o through agents;
o through underwriters;
o through dealers; and
o through direct sales or auctions performed by utilizing the Internet or
a bidding or ordering system.
Direct Sales
We may directly solicit offers to purchase securities. In this case, no
underwriters or agents would be involved.
By Agents
We may use agents to sell the securities. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act of
1933, involved in the offer or sale of the securities in respect of which this
prospectus is delivered will be named, and any commissions payable by us to such
agent set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily five business days or less.
By Underwriters
If an underwriter or underwriters are utilized in the sale, we will enter
into an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in the prospectus supplement, which will be used by the underwriters
to make resales of the securities in respect of which this prospectus is
delivered to the public.
Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the securities: Bear,
Stearns & Co. Inc., Chase Securities, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co., Incorporated and Salomon Smith
Barney Inc.
By Dealers
If a dealer is utilized in the sale of the securities in respect of which
this prospectus is delivered, GM will sell such securities to the dealer as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.
Delayed Delivery Contracts
If so indicated in the prospectus supplement, we will authorize agents and
underwriters to solicit offers by certain institutions to purchase securities
from us at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each delayed delivery contract will be
for an amount not less than the respective amounts stated in the prospectus
supplement. Unless we otherwise agree, the aggregate principal amount of
securities sold pursuant to delayed delivery contracts shall be not less nor
more than the respective amounts stated in the prospectus supplement.
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Institutions with whom delayed delivery contracts, when authorized, may be made
include:
o commercial and savings banks;
o insurance companies;
o pension funds;
o investment companies;
o educational and charitable institutions; and
o other institutions.
All delayed delivery contracts are subject to our approval. Delayed
delivery contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities pursuant to contracts accepted by
us.
Through the Internet
We may also offer debt securities directly to the public, with or without
the involvement of agents, underwriters or dealers and may utilize the Internet
or another electronic bidding or ordering system for the pricing and allocation
of such debt securities. Such a system may allow bidders to directly
participate, through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us, and which may
directly affect the price or other terms at which such securities are sold.
The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part
on the results of the Internet bidding process or auction. Many variations of
the Internet auction or pricing and allocating systems are likely to be
developed in the future, and we may utilize such systems in connection with the
sale of debt securities. We will describe in the related supplement to this
prospectus how any auction or bidding process will be conducted to determine the
price or any other terms of the debt securities, how potential investors may
participate in the process and, where applicable, the nature of the
underwriters' obligations with respect to the auction or ordering system.
General Information
The place and time of delivery for the securities described in this
prospectus are set forth in the accompanying prospectus supplement.
We may have agreements with the agents, underwriters and dealers to
indemnify them against certain liabilities, including liabilities under the
Securities Act of 1933.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us in the ordinary course of business.
In connection with the sale of the securities, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities. Specifically, the underwriters may overallot the
offering, creating a short position. In addition, the underwriters may bid for,
and purchase, the securities in the open market to cover short positions or to
stabilize the price of the securities. Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.
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LEGAL OPINIONS
The validity of the notes offered in this prospectus will be passed upon
for us by Martin I. Darvick, Esq., an attorney on our Legal Staff, and for the
agents by Davis Polk & Wardwell. Mr. Darvick owns shares and holds options to
purchase shares of General Motors common stock, $1-2/3 par value and owns shares
of General Motors Class H common stock, $0.10 par value. Davis Polk & Wardwell
acts as counsel to the Executive Compensation Committee of our Board of
Directors and has acted as counsel to us and certain of our affiliates in
various matters.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2000 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
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