<PAGE>
Rule 424(b)(2)
Registration No. 33-49133
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 28, 1992)
$350,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
FLOATING RATE NOTES DUE FEBRUARY 2, 1998
----------------
The Notes will mature on February 2, 1998. The Notes are not subject to
redemption prior to maturity.
Interest on the Notes is payable on February 2, May 2, August 2 and November
2, commencing May 2, 1995. The per annum rate of interest will be reset
quarterly to equal LIBOR (as defined herein) plus .25%. See "Description of
Notes--Interest."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public (1) Discount Company (1)(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note........................ 99.919% .250% 99.669%
- ------------------------------------------------------------------------------------------
Total........................... $349,716,500 $875,000 $348,841,500
- ------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from February 1, 1995.
(2) Before deduction of expenses payable by the Company estimated at $220,000.
----------------
The Notes are offered by the Underwriters when, as and if issued by the
Company and accepted by the Underwriters and subject to their right to reject
orders in whole or in part. It is expected that delivery of the Global Note
will be made to The Depository Trust Company, on or about February 1, 1995.
----------------
LEHMAN BROTHERS SALOMON BROTHERS INC
January 25, 1995
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE
NOTES.
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30 DECEMBER 31
------------------------------ --------------------------------
1994 1993 1993 1992
---- ---- ---- ----
<S> <C> <C> <C>
1.34 1.34 1.33 1.35
</TABLE>
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.
----------------
DESCRIPTION OF NOTES
GENERAL
The Notes offered hereby will be limited to $350,000,000 aggregate principal
amount and are to be issued under an Indenture dated as of July 1, 1982, as
amended, which is more fully described in the accompanying Prospectus. The
principal of the Notes, together with the interest accrued and unpaid thereon,
is due on February 2, 1998 (the "Maturity Date"). The Notes are not subject to
redemption prior to the Maturity Date.
The Notes will be issued in book-entry form. See "Book-Entry, Delivery and
Form" in the accompanying Prospectus.
INTEREST
Interest on the Notes is payable on February 2, May 2, August 2 and November
2 (each an "Interest Payment Date"), commencing May 2, 1995, for the period
commencing on and including the immediately preceding Interest Payment Date and
ending on and including the day next preceding the Interest Payment Date (an
"Interest Period"), with the exception that the first Interest Period shall
commence on and include February 1, 1995 and end on and include May 1, 1995.
Interest is payable to the persons in whose names the Notes are registered at
the close of business on the fifteenth day of the month preceding the Interest
Payment Date.
The Notes will bear interest at a rate per annum, reset quarterly, equal to
LIBOR (as defined below) plus .25%, as determined by the Company acting as
Calculation Agent (the "Calculation Agent").
"LIBOR", with respect to an Interest Period, shall be the rate (expressed as
a percentage per annum) for deposits in United States dollars for a three-month
period beginning on the second London Banking Day (as defined below) after the
Determination Date (as defined below) that appears on Telerate Page 3750 (as
S-2
<PAGE>
defined below) as of 11:00 a.m., London time on the Determination Date. If
Telerate Page 3750 does not include such a rate or is unavailable on a
Determination Date, LIBOR for the Interest Period shall be the arithmetic mean
of the rates (expressed as a percentage per annum) for deposits in a
Representative Amount (as defined below) in United States dollars for a three-
month period beginning on the second London Banking Day after the Determination
Date that appears on Reuters Screen LIBO Page (as defined below) as of 11:00
a.m., London time on the Determination Date. If Reuters Screen LIBO Page does
not include two or more rates or is unavailable on a Determination Date, the
Calculation Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Calculation
Agent, to provide such bank's offered quotation (expressed as a percentage per
annum), as of approximately 11:00 a.m., London time on such Determination Date,
to prime banks in the London interbank market for deposits in a Representative
Amount in United States dollars for a three-month period beginning on the
second London Banking Day after the Determination Date. If at least two such
offered quotations are so provided, LIBOR for the Interest Period will be the
arithmetic mean of such quotations. If fewer than two such quotations are so
provided, the Calculation Agent will request each of three major banks in New
York City, as selected by the Calculation Agent, to provide such bank's rate
(expressed as a percentage per annum), as of approximately 11:00 a.m., New York
City time on such Determination Date, for loans in a Representative Amount in
United States dollars to leading European banks for a three-month period
beginning on the second London Banking Day after the Determination Date. If at
least two such rates are so provided, LIBOR for the Interest Period will be the
arithmetic mean of such rates. If fewer than two such rates are so provided,
then LIBOR for the Interest Period will be LIBOR in effect with respect to the
immediately preceding Interest Period.
"Determination Date" with respect to an Interest Period will be the second
London Banking Day preceding the first day of the Interest Period.
"London Banking Day" is any day in which dealings in United States dollars
are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.
"Representative Amount" means a principal amount of not less than U.S.
$1,000,000 for a single transaction in the relevant market at the relevant
time.
"Telerate Page 3750" means the display designated as "Page 3750" on the Dow
Jones Telerate Service (or such other page as may replace Page 3750 on that
service).
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on The
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on that service).
The amount of interest for each day that the Notes are outstanding (the
"Daily Interest Amount") will be calculated by dividing the interest rate in
effect for such day by 360 and multiplying the result by the principal amount
of the Notes. The amount of interest to be paid on the Notes for each Interest
Period will be calculated by adding the Daily Interest Amounts for each day in
the Interest Period.
All percentages resulting from any of the above calculations will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used
in or resulting from such calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards).
The interest rate on the Notes will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application. Under present New York law, the maximum rate of
interest is 25% per annum on a simple interest basis. This limit may not apply
to Notes in which $2,500,000 or more has been invested.
S-3
<PAGE>
The Calculation Agent will, upon the request of the holder of any Note,
provide the interest rate then in effect. All calculations made by the
Calculation Agent in the absence of manifest error shall be conclusive for all
purposes and binding on the Company and the holders of the Notes. The Company
may appoint a successor Calculation Agent with the written consent of the
Trustee, which consent shall not be unreasonably withheld.
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated January 25, 1995, the Underwriters named below have severally
agreed to purchase and the Company has agreed to sell to them, severally, the
respective principal amounts of Notes set forth below.
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
- ---- ------------
<S> <C>
Lehman Brothers Inc................................................ $175,000,000
Salomon Brothers Inc............................................... 175,000,000
------------
Total............................................................ $350,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company currently has no intention to list the Notes on any securities
exchange, and there can be no assurance that there will be a secondary market
for the Notes. However, from time to time, the Underwriters may make a market
in the Notes.
The Company has been advised by Lehman Brothers Inc. and Salomon Brothers Inc
that the Underwriters propose to offer the Notes to the public initially at the
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of .150% of the
principal amount of the Notes; that the Underwriters and such dealers may
reallow a discount not in excess of .075% of the principal amount on sales to
certain other dealers; and that after the initial public offering the public
offering price and concession and discount to dealers may be changed by the
Underwriters.
CONCERNING THE TRUSTEE
NationsBank of Georgia, N.A. is the Successor Trustee under the Indenture. It
is also Successor Trustee under various other indentures covering outstanding
Notes and Debentures of the Company. NationsBank of Georgia, N.A. and its
affiliates act as depository for funds of, make loans to, act as trustee and
perform certain other services for, the Company and certain of its affiliates
in the normal course of its business. As trustee of various trusts, it has
purchased securities of the Company and certain of its affiliates.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed on for the Company by
Martin I. Darvick, Esq., Assistant General Counsel of the Company, and for the
Underwriters by Davis Polk & Wardwell. Mr. Darvick owns shares of each class of
General Motors Corporation common stock, including shares subject to option.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for General Motors Corporation and the Company in
various matters.
----------------
S-4
<PAGE>
PROSPECTUS
GENERAL MOTORS ACCEPTANCE CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
General Motors Acceptance Corporation (the "Company"), directly, through
agents designated from time to time, or through dealers or underwriters also to
be designated, may offer from time to time its debt securities (the "Debt
Securities") and its warrants (the "Warrants") to purchase any of the Debt
Securities, for issuance and sale, at an aggregate initial offering price not
to exceed $5,000,000,000, on terms to be determined at the time of sale. The
Debt Securities and the Warrants are herein collectively called the
"Securities." The terms of the Debt Securities including, where applicable, the
specific designation, aggregate principal amount, maturity, rate and time of
payment of interest, purchase price, any terms for redemption and the agent,
dealer or underwriter, if any, in connection with the sale of the Debt
Securities in respect of which this Prospectus is being delivered are set forth
in the accompanying Prospectus Supplement ("Prospectus Supplement"). Where
Warrants are to be offered, a Prospectus Supplement shall set forth the
offering price or terms, a description of the Debt Securities for which each
Warrant is exercisable, the aggregate number, exercise price or prices,
exercise period or periods, the expiration date or dates of the Warrants, the
currency or currencies in which such Warrants are exercisable, 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, and the Warrant Agent acting under
the Warrant Agreement pursuant to which the Warrants are to be issued. The
Company reserves the sole right to accept and, together with its agents from
time to time, to reject in whole or in part any proposed purchase of Securities
to be made directly or through agents.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
If an agent of the Company or a dealer or underwriter is involved in the sale
of the Securities in respect of which this Prospectus is being delivered, the
agent's commission or dealer's or underwriter's discount is set forth in, or
may be calculated from, the Prospectus Supplement and the net proceeds to the
Company from such sale will be the purchase price of such Securities less such
commission in the case of an agent, the purchase price of such Securities in
the case of a dealer or the public offering price less such discount in the
case of an underwriter, and less, in each case, the other attributable issuance
expenses. The aggregate proceeds to the Company from all the Securities will be
the purchase price of Securities sold less the aggregate of agents' commissions
and underwriter discounts and other expenses, if any, of issuance and
distribution. See "Plan of Distribution" for possible indemnification
arrangements for the agents, dealers and underwriters.
OCTOBER 28, 1992
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING PROSPECTUS
SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY REFERENCE
HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
AGENT, DEALER OR UNDERWRITER.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934"), and,
in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by the Company with the Commission can be inspected, and
copies may be obtained at prescribed rates, at the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at
the Regional Offices of the Commission at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60606 and 75 Park Place, New
York, New York 10007. Reports and other information concerning the Company can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the Company's Annual Report on
Form 10-K for the year ended December 31, 1991 and Quarterly Reports on Form
10-Q for the quarters ended March 31, 1992 and June 30, 1992 and a Current
Report on Form 8-K dated September 25, 1992, filed pursuant to Section 13 of
the Securities Exchange Act of 1934 with the Commission.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Prospectus and prior to the termination of the offering of the Securities
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part thereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST BY ANY
PERSON TO WHOM THIS PROSPECTUS IS DELIVERED A COPY OF ANY OR ALL OF THE
DOCUMENTS DESCRIBED ABOVE WHICH HAVE BEEN INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. SUCH REQUEST SHOULD BE
DIRECTED TO:
G. E. GROSS, COMPTROLLER
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD, ANNEX 103
DETROIT, MICHIGAN 48202
(313) 556-1240
2
<PAGE>
PRINCIPAL EXECUTIVE OFFICES
General Motors Acceptance Corporation has its principal office at 767 Fifth
Avenue, New York, New York 10153 (Tel. No. 212-418-6120) and administrative
offices at 3044 West Grand Boulevard, Detroit, Michigan 48202 (Tel. No. 313-
556-5000).
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30 YEARS ENDED DECEMBER 31
------------------ ------------------------------------------------------------------------
1992 1991 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
1.32 1.25 1.23 1.23 1.19 1.26 1.38
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
the earnings and fixed charges of the Company and its consolidated
subsidiaries; fixed charges consist of interest, debt discount and expense and
the portion of rentals for real and personal properties in an amount deemed to
be representative of the interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be added to the general
funds of the Company and will be available for the purchase of receivables, the
making of loans or the repayment of debt. Such proceeds initially may be used
to reduce short-term borrowings or invested in short-term securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an Indenture, dated
as of July 1, 1982, as amended by a First Supplemental Indenture dated as of
April 1, 1986, a Second Supplemental Indenture dated as of June 15, 1987 and as
further amended by the Trust Indenture Reform Act of 1990 (together, the
"Indenture"), between the Company and Morgan Guaranty Trust Company of New
York, Trustee (the "Trustee"), copies of which are filed as exhibits to the
Registration Statement. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all provisions of the Indenture, including
the definition therein of certain terms.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, except as authorized from time to time by the
Company's Board of Directors. (Section 2.01 of the Indenture).
GENERAL
Reference is made to the Prospectus Supplement for the following terms of the
Debt Securities being offered thereby: (1) the designation of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3) the
percentage of their principal amount at which such Debt Securities will be
issued; (4) the date or dates on which such Debt Securities will mature; (5)
the rate or rates per annum, if any, at which such Debt Securities will bear
interest; (6) the times at which such interest, if any, will be payable; (7)
the date, if any, after which such Debt Securities may be redeemed and the
redemption price; (8) the currency or currencies in which such Debt Securities
are issuable or payable; (9) the exchanges, if any, on which such Debt
Securities may be listed and (10) whether such 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
offered hereby will be transferable, at the office of the Trustee, Corporate
Trust Operations Department, Tellers and Mail Unit, 55 Exchange Place, Basement
A, New York, New York 10260-0023, provided that payment of interest may be made
at the option of the Company by check mailed to the address of the person
entitled thereto. (Sections 2.04 and 4.02 of the Indenture).
3
<PAGE>
The Debt Securities will be unsecured and unsubordinated and will rank pari
passu with all other unsecured and unsubordinated obligations of the Company
(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 as 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 relating thereto.
As used herein, Debt Securities shall include Debt Securities denominated in
United States dollars or, at the option of the Company if so specified in the
applicable Prospectus Supplement, in any other freely transferable currency or
in European Currency Units.
If a Prospectus Supplement specifies that Debt Securities are denominated in
a currency other than United States dollars, such Prospectus Supplement shall
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
such 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 Securities Exchange Act of 1934. The Company will comply
with all issuer tender offer rules and regulations under the Securities
Exchange Act of 1934, including Rule 14e-1, if such redemption option is
elected, including making any required filings with the Securities and Exchange
Commission and the furnishing of certain information to the holders of the Debt
Securities.
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise indicated in the Prospectus Supplement, the Debt Securities
will be issued in the form of one or more fully registered global securities
(collectively, the "Global Debt Security") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depository")
and registered in the name of the Depository'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 Depository or to a successor of the Depository
or its nominee.
The Depository has advised as follows: It is a limited-purpose trust company
which was created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions between Participants in such securities through electronic book-
entry changes in accounts of its Participants. Participants include securities
brokers and dealers (including the underwriters named in the Prospectus
Supplement), banks and trust companies, clearing corporations and certain other
organizations. Access to the Depository's system is also available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly ("indirect participants"). Persons who are not Participants may
beneficially own securities held by the Depository only through Participants or
indirect participants.
The Depository advises that pursuant to procedures established by it (i) upon
issuance of the Debt Securities by the Company, the Depository will credit the
account of Participants designated by the underwriters with the principal
amounts of the Debt Securities purchased by the underwriters, and (ii)
ownership of beneficial interests in the Global Debt Security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depository (with respect to Participants' interests), the
Participants and the indirect participants (with respect to the owners of
beneficial interests in the Global Debt Security). The laws of some states
require that certain persons take physical delivery in
4
<PAGE>
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 Depository'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,
owners of beneficial interests in the Global Debt Security will not be entitled
to have any of the Debt Securities registered in their names, will not receive
or be entitled to receive physical delivery of the Debt Securities in
definitive form, and will not be considered the owners or holders thereof under
the Indenture.
Neither the Company, the Trustee, any Paying Agent nor the Depository will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the 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 Depository's nominee will be made by the Trustee to the Depository's
nominee as the registered owner of the Global Debt Security. Under the terms of
the Indenture, the Company and the Trustee will treat the persons in whose
names the Debt Securities are registered as the owners of such Debt Securities
for the purpose of receiving payment of principal and interest on the Debt
Securities and for all other purposes whatsoever. Therefore, neither the
Company, 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 Depository has
advised the Company 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 Depository. 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 Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Debt Securities in definitive form in exchange for
the Global Debt Security. In addition, the Company 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 such beneficial interest registered in its name and will be
entitled to physical delivery of such Debt Securities in definitive form. Debt
Securities so issued in definitive form will be issued in denominations of
$1,000 and integral multiples thereof and will be issued in registered form
only, without coupons. No service charge will be made for any transfer or
exchange of such Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.06 of the Indenture).
CERTAIN COVENANTS AS TO LIENS
The only financial covenant applicable to the Debt Securities is that
described below. That covenant requires that the Debt Securities be equally and
ratably secured in the circumstances described therein but has no special
application merely by virtue of the occurrence of any transaction or series of
transactions resulting in material changes in the Company's debt-to-equity
ratio.
The Debt Securities are not secured by mortgage, pledge or other lien. The
Company will covenant in the Debt Securities that so long as any of the Debt
Securities remain outstanding, it will not pledge or otherwise subject to any
lien any of its property or assets unless the Debt Securities are secured by
such pledge
5
<PAGE>
or lien equally and ratably with any and all other obligations and indebtedness
secured thereby so long as any such other obligations and indebtedness shall be
so secured. Such covenant does not apply to:
(a) the pledge of any assets to secure any financing by the Company of
the exporting of goods to or between, or the marketing thereof in, foreign
countries (other than Canada), in connection with which the Company
reserves the right, in accordance with customary and established banking
practice, to deposit, or otherwise subject to a lien, cash, securities or
receivables, for the purpose of securing banking accommodations or as the
basis for the issuance of bankers' acceptances or in aid of other similar
borrowing arrangements;
(b) the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other than
Canada);
(c) any deposit of assets of the Company with any surety company or clerk
of any court, or in escrow, as collateral in connection with, or in lieu
of, any bond on appeal by the Company from any judgment or decree against
it, or in connection with other proceedings in actions at law or in equity
by or against the Company;
(d) any lien or charge on any property, tangible or intangible, real or
personal, existing at the time of acquisition of such property (including
acquisition through merger or consolidation) or given to secure the payment
of all or any part of the purchase price thereof or to secure any
indebtedness incurred prior to, at the time of, or within 60 days after,
the acquisition thereof for the purpose of financing all or any part of the
purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or
pledge referred to in the foregoing clauses (a) to (d) inclusive of this
paragraph; provided, however, that the amount of any and all obligations
and indebtedness secured thereby shall not exceed the amount thereof so
secured immediately prior to 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 charge or lien
so extended, renewed or replaced (plus improvements on such property).
(Section 4.03 of the Indenture).
Similar covenants are applicable to the Company's other term indebtedness,
but not all contain the exceptions set forth in clauses (d) and (e) above.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company 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 (i) extend the fixed maturity of any Debt
Securities, or reduce the principal amount thereof, or premium, if any, or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the holder of each Debt Security so affected, or (ii) 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. (Section 10.02 of the
Indenture).
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is defined
in the Indenture as being (a) default in payment of any principal or premium,
if any, on such series; (b) default for 30 days in payment of any interest on
such series; (c) default for 30 days after notice in performance of any other
covenant in the Indenture; or (d) certain events of bankruptcy, insolvency or
reorganization. (Section 6.01 of the Indenture).
6
<PAGE>
No Event of Default with respect to a particular series of Debt Securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder. In case an
Event of Default under clause (a) or (b) shall occur and be continuing with
respect to any series, the Trustee or the holders of not less than 25% in
aggregate principal amount of Debt Securities of each such series then
outstanding may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of such series to be due
and payable. In case an Event of Default under clause (c) or (d) 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. (Section 6.01 of the
Indenture). The Company is required to file with the Trustee annually an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 4.05 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. (Section 6.07 of the Indenture).
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. (Sections 7.01 and 7.02 of the Indenture). Subject to
such provisions for the indemnification of the Trustee and to certain other
limitations, the holders of a majority in 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. (Section 6.06 of the
Indenture).
CONCERNING THE TRUSTEE
Morgan Guaranty Trust Company of New York is the Trustee under the Indenture.
It is also trustee under various other indentures covering outstanding notes
and debentures of the Company and is an investment manager for United States
pension trusts established by General Motors Corporation. John G. Smale and
Dennis Weatherstone, Directors of Morgan Guaranty Trust Company of New York,
are Directors of General Motors Corporation. Morgan Guaranty Trust Company of
New York acts as depository for funds of, makes loans to, acts as trustee and
performs certain other services for, the Company and certain of its affiliates
in the normal course of its business. As trustee of various trusts, it has
purchased securities of the Company and certain of its affiliates.
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 the Company 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.
7
<PAGE>
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: (1) the title and
the aggregate number of Warrants; (2) the Debt Securities for which each
Warrant is exercisable; (3) the date or dates on which such Warrants will
expire; (4) the price or prices at which such Warrants are exercisable; (5) the
currency or currencies in which such Warrants are exercisable; (6) the periods
during which and places at which such Warrants are exercisable; (7) the terms
of any mandatory or optional call provisions; (8) 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; (9) the identity of the Warrant Agent; (10) the
exchange, if any, on which such Warrants may be listed and (11) whether such
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.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters, and
(iv) through dealers.
Offers to purchase Securities may be solicited directly by the Company or by
agents designated by the Company from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act of
1933, as amended (the "Securities Act of 1933"), involved in the offer or sale
of the Securities in respect of which this Prospectus is delivered will be
named, and any commissions payable by the Company 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 (ordinarily five business days or less). Agents may
be entitled under agreements which may be entered into with the Company to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act of 1933, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
If an underwriter or underwriters are utilized in the sale, the Company 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. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act of 1933.
Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the Securities: Morgan Stanley &
Co. Incorporated, The First Boston Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities Inc., Salomon Brothers Inc and
Shearson Lehman Brothers Inc.
8
<PAGE>
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
Dealers may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's 1991 Annual Report on Form 10-K have been audited by Deloitte &
Touche, Detroit, Michigan 48243, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon such report given upon the authority of that firm
as experts in accounting and auditing.
----------------
9
<PAGE>
LOGO
