AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1995
REGISTRATION NO. 33-___________
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
GENERAL MOTORS ACCEPTANCE CORPORATION
A NEW YORK CORPORATION -- I.R.S. EMPLOYER NO. 38-0572512
3044 WEST GRAND BOULEVARD 767 FIFTH AVENUE
DETROIT, MICHIGAN 48202 NEW YORK, NEW YORK 10153
(313-556-5000) (212-418-6120)
AGENT FOR SERVICE
JEROME B. VAN ORMAN, VICE PRESIDENT
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN 48202 (313-556-1508)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable on or after the effective date of this Registration
Statement.
-----------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.
/ /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Proposed Proposed
Each Class Amount to be Maximum Maximum
of Securities Registered (1) Offering Aggregate Amount of
to be Price Offering Registration Fee
Registered Per Unit Price (2)
- ------------------------------------------------------------------------------
Medium-Term Notes, Due from
Nine Months to Thirty Years
<S> <C> <C> <C> <C>
from Date of Issue $5,187,215,500 100% $5,187,215,500 $1,788,695
==============================================================================
</TABLE>
Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $10,000,000,000, at the time of
initial offering, (2) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$10,000,000,000, or (3) are issued with their principal amount payable at
maturity to be determined with reference to a currency exchange rate or other
index, such principal amount as shall result in an aggregate initial offering
price of $10,000,000,000.
(1) The amount of Medium-Term Notes being registered, together with
$4,812,784,500 remaining Medium-Term Notes registered on February 2, 1995
(Registration No. 33-55799), represents the maximum aggregate principal amount
of Medium-Term Notes which, on October 17, 1995, are expected to be offered for
sale.
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included
in this Registration Statement also relates to debt securities of the registrant
remaining unissued under Registration Statement No. 33-55799.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
U.S.$10,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
General Motors Acceptance Corporation (the "Company") may offer from
time to time its Medium-Term Notes Due from Nine Months to Thirty Years from
Date of Issue (the "Notes"). The Notes offered by this Prospectus will be
limited to up to U.S.$10,000,000,000 aggregate initial offering price or the
equivalent thereof in other currencies, including composite currencies such as
the European Currency Unit ("ECU") (the "Specified Currency"). The Notes will be
offered at varying maturities due from nine months to thirty years from the date
of issue (the "Issue Date"), as selected by the purchaser and agreed to by the
Company, and may be subject to redemption at the option of the Company or
repayment at the option of the holder thereof prior to the maturity date thereof
(as further defined herein, the "Maturity Date"). Each Note will be denominated
in U.S. dollars or in the Specified Currency, as set forth in a Pricing
Supplement (the "Pricing Supplement") to this Prospectus. See "Important
Currency Exchange Information" and "Risk Factors-Foreign Currency Risks."
The interest rate on each Note will be either a fixed rate established
by the Company at the Issue Date of such Note (a "Fixed Rate Note"), which may
be zero in the case of certain Notes issued at a price representing a discount
from the principal amount payable upon the Maturity Date, or at a floating rate
as set forth therein and specified in the applicable Pricing Supplement (a
"Floating Rate Note"). A Fixed Rate Note may pay a level amount in respect of
both interest and principal amortized over the life of the Note (an "Amortizing
Note"). See "Description of Notes-Fixed Rate Notes" and "Description of
Notes-Floating Rate Notes." The principal amount payable at the Maturity Date
of, or any interest and premium, if any, on, a Note, or both, may be determined
by reference to one or more Specified Currencies (a "Currency Indexed Note"), or
by reference to the price of one or more specified securities or commodities or
to one or more securities or commodities exchange indices or other indices or by
other methods (an "Indexed Note," such term to include Currency Indexed Notes)
as described in the applicable Pricing Supplement. See "Description of
Notes-Currency Indexed Notes," "Description of Notes-Other Indexed Notes and
Certain Terms Applicable to All Indexed Notes" and "Risk Factors-Indexed Notes
Risks."
<PAGE>
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 OR ANY PRICING SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
PRICE TO AGENT' DISCOUNTS PROCEEDS TO
PUBLIC (1)(2) AND COMMISSIONS (2)(3) COMPANY (2)(3)(4)
Per 100.00% .05% - .60% 99.95% - 99.40%
Note
Total U.S. $10,000,000,000 U.S.$5,000,000 - U.S.$9,995,000,000 -
U.S.$60,000,000 U.S.$9,940,000,000
===============================================================================
(1) Unless otherwise specified in the applicable Pricing Supplement,
Notes will be issued at 100% of their principal amount.
(2) Or the equivalent thereof in the Specified Currency.
(3) The commission payable to Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc, Morgan
Stanley & Co. Incorporated, Lehman Brothers, Lehman Brothers Inc.,
J. P.Morgan Securities Inc., Bear, Stearns & Co. Inc. and UBS
Securities Inc. (collectively, "the Agents") for each Note sold
through such Agent will be computed based upon the Price to Public
of such Note and will depend on such Note's Maturity Date. The
Company also may sell Notes to an Agent, as principal for its own
account for resale to one or more investors and other purchasers
at varying prices related to prevailing market prices at the time
of resale, as determined by such Agent, or if so agreed, at a fixed
public offering price. No commission will be payable on any Notes
sold directly to purchasers by the Company. The Company has agreed
to indemnify each Agent against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Plan of Distribution."
(4) Before deducting expenses payable by the Company estimated at
$2,500,000.
------------------------
Merrill Lynch & Co.
Salomon Brothers Inc
Morgan Stanley & Co. Incorporated
Lehman Brothers
J. P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
UBS Securities Inc.
October , 1995.
<PAGE>
Unless otherwise specified in the applicable Pricing Supplement,
interest on each Fixed Rate Note (other than an Amortizing Note) is payable
semiannually each April 1 and October 1 (a "Semiannual Pay Note") or, if
annually, each October 1 (an "Annual Pay Note"), as selected by the purchaser
and agreed to by the Company, and at Maturity (as defined herein). Interest on
each Floating Rate Note is payable on the dates set forth herein and in the
applicable Pricing Supplement. Amortizing Notes will pay principal and interest
semiannually each April 1 and October 1, or quarterly each January 1, April 1,
July 1 and October 1, and, in either case, at Maturity, or otherwise, as
specified in the applicable Pricing Supplement. See "Description of
Notes-Payment of Principal and Interest." Interest rates, interest rate formulae
and other variable terms are subject to change by the Company, but no change
will affect any Note already issued or as to which an offer to purchase has been
accepted by the Company.
The Notes may be issued in whole or in part in the form of one or more
global Notes to be deposited with or on behalf of The Depository Trust Company
("DTC") or other depositary (DTC or such other depositary as is specified in the
applicable Pricing Supplement is herein referred to as the "Depositary") and
registered in the name of the Depositary's nominee. Beneficial interests in the
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by the Depositary and, with respect to the beneficial owners'
interests, by the Depositary's participants. Notes will not be issuable as
certificated Notes except under the limited circumstances described herein. See
"Description of Notes-Delivery and Form."
Unless otherwise specified in the applicable Pricing Supplement, Notes
will be issued only in registered form in minimum denominations of U.S.$5,000
(and any amount in excess thereof that is an integral multiple of U.S.$1,000)
or, in the case of Notes denominated in a Specified Currency other than U.S.
dollars, the authorized denominations set forth in the applicable Pricing
Supplement. See "Description of Notes-General." Unless otherwise specified in
the applicable Pricing Supplement, the Notes may not be redeemed by the Company
or repaid at the option of the holder prior to their Maturity. See "Description
of Notes-Redemption and Repayment." Notes will be transferable without service
charge.
The Specified Currency, any applicable interest rate or formula, the
issue price, the Maturity Date, any interest payment dates, any principal
payment dates, any redemption and/or repayment provisions, whether such Note is
a Fixed Rate Note, a Floating Rate Note, an Amortizing Note or an Indexed Note,
and any other terms applicable to each Note and established at the time of
offering, unless otherwise described herein, will be described in the applicable
Pricing Supplement.
The Notes are being offered on a continuous basis for sale by the
Company through one or more of the Agents listed below and each of the Agents
has agreed to use its reasonable best efforts to solicit offers to purchase the
Notes. In addition, the Notes may be sold by the Company to any Agent as
principal for its own account for resale to one or more investors and other
purchasers at varying prices related to prevailing market prices at the time of
resale, as determined by such Agent, or, if so agreed, at a fixed public
offering price. The Notes may also be sold by the Company directly to purchasers
through its office at the address set forth on Page x of the Prospectus. In
addition, the Company may arrange for the Notes to be sold through other agents,
dealers or underwriters. Unless otherwise specified in an applicable Pricing
Supplement, the Notes will not be listed on any securities exchange, and there
can be no assurance that the Notes offered hereby will be sold or that there
will be a secondary market for the Notes. The Agents have advised the Company
that they may from time to time purchase and sell Notes in the secondary market,
but the Agents are not obligated to do so. No termination date for the offering
of the Notes has been established. The Company reserves the right to withdraw,
cancel or modify the offer made hereby without notice. The Company or the Agent
that solicits any offer may reject such offer in whole or in part. See "Plan of
Distribution."
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and any Pricing Supplement in connection with the
offer contained in this Prospectus and any Pricing Supplement and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or by any Agent. Neither the delivery of this
Prospectus and any Pricing Supplement nor any sale made thereunder shall, under
any circumstances, create any implication that the information therein is
correct at any time subsequent to the date thereof. This Prospectus and any
Pricing Supplement shall not constitute an offer to sell or a solicitation of an
offer to buy any of the Notes offered hereby by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it
is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 following Regional
Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, New York, New
York 10048. Reports and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Notes. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits thereto and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1994 and Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995 filed with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act are incorporated by reference in this Prospectus.
<PAGE>
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Notes 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 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, TO EACH
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
RISK FACTORS
THIS PROSPECTUS DOES NOT DESCRIBE ALL OF THE RISKS OF AN INVESTMENT IN
NOTES THAT RESULT FROM SUCH NOTES BEING DENOMINATED OR PAYABLE IN OR DETERMINED
BY REFERENCE TO A CURRENCY OR COMPOSITE CURRENCY OTHER THAN UNITED STATES
DOLLARS OR TO ONE OR MORE INTEREST RATES, CURRENCIES, OR OTHER INDICES OR
FORMULAS, EITHER AS SUCH RISKS EXIST AT THE DATE OF THIS PROSPECTUS OR AS THEY
MAY CHANGE FROM TIME TO TIME. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN SUCH
NOTES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE
UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS OR TRANSACTIONS
INVOLVING THE APPLICABLE INTEREST RATE, CURRENCY, OR OTHER INDICES OR FORMULAS.
RISKS ASSOCIATED WITH EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Notes that are denominated in, or the payment of which
is related to the value of, a Specified Currency other than U.S. dollars
("Foreign Currency Notes") entails significant risks that are not associated
with a similar investment in a security denominated in U.S. dollars. Similarly,
an investment in a Currency Indexed Note entails significant risks that are not
associated with a similar investment in non-Indexed Notes. See "Risk
Factors-Indexed Notes Risks." Such risks include, without limitation, the
possibility of significant changes in the rate of exchange between United States
dollars and such Specified Currency (and, in the case of Currency Indexed Notes,
the rate of exchange between the Specified Currency and the Indexed Currency for
such Currency Indexed Note), changes resulting from official redenomination with
respect to a Specified Currency (or, in the case of each Currency Indexed Note,
with respect to the Specified Currency or the Indexed Currency therefor) and the
possibility of the imposition or modification of foreign exchange controls by
either the United States or foreign governments. Such risks generally depend on
economic and political events over which the Company has no control. In recent
years, rates of exchange between the U.S. dollar and certain foreign currencies,
and between certain foreign currencies and other foreign currencies, have been
highly volatile and such volatility may be expected in the future. The exchange
rate between the U.S. dollar and a foreign currency or composite currency is at
any moment a result of the supply and demand for such currency or the currencies
comprising such composite currency, and changes in the rate result over time
from the interaction of many factors, among which are rates of inflation,
interest rate levels, balance of payments and the extent of governmental
surpluses or deficits in the countries of such currencies. These factors are in
turn sensitive to the monetary, fiscal and trade policies pursued by such
governments and those of other countries important to international trade and
finance. Fluctuations in any particular exchange rate that have occurred in the
past are not necessarily indicative, however, of fluctuations in the rate that
may occur during the term of any Foreign Currency Note or any Currency Indexed
Note.
Depreciation of the Specified Currency for a Foreign Currency Note
against U.S. dollars would result in a decrease in the effective yield of such
Foreign Currency Note below its applicable interest rate and, in certain
circumstances, could result in a loss to the investor on a U.S. dollar basis.
Similarly, depreciation of the Denominated Currency with respect to a Currency
Indexed Note against the applicable Indexed Currency would result in the
principal amount payable with respect to such Currency Indexed Note at the
Maturity Date being less than the Face Amount of such Currency Indexed Note
which, in turn, would decrease the effective yield of such Currency Indexed Note
below its stated interest rate and, in certain circumstances, could also result
in a loss of all or a substantial portion of the principal of such Note to the
investor. See "Description of Notes---Currency Indexed Notes."
Governments have from time to time imposed, and may in the future
impose, exchange controls that could affect exchange rates as well as the
availability of a Specified Currency at the time of payment of principal of,
premium, if any, or interest, if any, on, a Foreign Currency Note. There can be
no assurances that exchange controls will not restrict or prohibit payments of
principal, and premium, if any, or interest, if any, in any Specified Currency
other than U.S. dollars. In addition to the risks associated with relative
currency valuations discussed above, the imposition of exchange controls might
impact the liquidity of any Note denominated in, or the value of which is linked
to, a foreign currency. Even if there are no actual exchange controls, it is
possible that the Specified Currency for such Note would not be available to the
Company when payments on such Note are due because of circumstances beyond the
control of the Company. In that event, the Company will make required payments
in U.S. dollars on the basis described herein. See "Description of
Notes---Payment Currency" and "Description of Notes---Currency Indexed
Notes--Payment of Principal and Interest."
The information set forth in this Prospectus is directed to prospective
purchasers who are residents of the United States, and the Company disclaims any
responsibility to advise prospective purchasers who are residents of countries
other than the United States with respect to any matters that may affect the
purchase, holding or receipt of payments of principal of, premium, if any, and
interest, if any, on, the Notes. Persons who are not residents of the United
Sates should consult their own legal advisors with regard to such matters.
<PAGE>
Pricing Supplements relating to Foreign Currency Notes or Currency
Indexed Notes will contain information concerning historical exchange rates for
the applicable Specified Currency against the U.S. dollar or other relevant
currency, (including in the case of Currently Indexed Notes, the applicable
Indexed Currency), a description of the currency or currencies and any exchange
controls affecting such currency or currencies. The information contained
therein concerning exchange rates is furnished as a matter of information only
and should not be regarded as indicative of the range of or trends in
fluctuations in currency exchange rates that may occur in the future.
RISKS ASSOCIATED WITH INDEXED NOTES
An investment in Notes indexed, as to principal or interest, or both,
to one or more values of currencies (including exchange rates between
currencies), commodities or interest rate indices entails significant risks that
are not associated with similar investments in a conventional fixed-rate debt
security. If the interest rate of such a Note is so indexed, it may result in an
interest rate that is less than that payable on a conventional fixed-rate debt
security issued at the same time, including the possibility that no interest
will be paid, and, if the principal amount payable at maturity may be less than
the original purchase price of such Note if allowed pursuant to the terms of
such Note, including the possibility that no principal will be paid. The
secondary market for such Notes will be affected by a number of factors,
independent of the creditworthiness of the issuer and the value of the
applicable currency, commodity or interest rate index, including the volatility
of the applicable currency, commodity or interest rate index, the time remaining
to the Maturity of such Notes, the amount outstanding of such Notes and market
interest rates. The value of the applicable currency, commodity or interest rate
index depends on a number of interrelated factors, including economic, financial
and political events, over which the Company has no control. Additionally, if
the formula used to determine the principal amount or interest payable with
respect to such Notes contains a multiple or leverage factor, the effect of any
change in the applicable currency, commodity or interest rate index will be
increased. The historical experience of the relevant currencies, commodities or
interest rate indices should not be taken as an indication of future performance
of such currencies, commodities or interest rate indices during the term of any
Note. Accordingly, prospective investors should consult their own financial and
legal advisors as to the risks entailed by an investment in such Notes and the
suitability of such Notes in light of their particular circumstances.
JUDGMENTS
The Notes will be governed by and construed in accordance with the laws
of the State of New York. In the event an action based on Notes denominated in a
Specified Currency other than U.S. dollars were commenced in a court in the
United States, it is likely that such court would grant a judgment relating to
the Notes only in U.S. dollars. If an action based on Notes denominated in a
Specified Currency other than U.S. dollars were commenced in a New York court,
however, such court would render or enter a judgment or decree in the Specified
Currency. Such judgment would then be converted into U.S. dollars at the rate of
exchange prevailing on the date of the entry of the judgment or decree.
<PAGE>
EFFECT OF OPTIONAL REDEMPTION
Any optional redemption of Notes might affect the market value of such
Notes. Since the Company may be expected to redeem such Notes when prevailing
interest rates are relatively low, an investor might not be able to reinvest the
redemption proceeds at an effective interest rate as high as the interest rate
on such Notes.
NO ESTABLISHED TRADING MARKET
The Notes will not have an established trading market when issued, and
there can be no assurance of a secondary market for the Notes or the continued
liquidity of such market if one develops. See "Plan of Distribution."
CREDIT RATINGS
Any credit ratings assigned to the Company's medium-term note program
may not reflect the potential impact of all risks related to structure and other
factors on the market value of the Notes. Accordingly, prospective investors
should consult their own financial and legal advisors as to the risks entailed
by an investment in the Notes and the suitability of such Notes in light of
their particular circumstances.
PRINCIPAL EXECUTIVE OFFICES
General Motors Acceptance Company 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
SIX MONTHS ENDED
JUNE 30 YEARS ENDED DECEMBER 31
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
1.35 1.34 1.33 1.33 1.35 1.23 1.23
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 Notes 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.
<PAGE>
DESCRIPTION OF NOTES
The terms and conditions set forth herein will apply to each Note
unless otherwise specified herein or in the applicable Pricing Supplement and in
such Note.
Unless otherwise indicated in the applicable Pricing Supplement, the
Notes will be denominated in U.S. dollars, and payment of principal of, premium,
if any, and interest, if any, on, the Notes will be made in U.S. dollars. If any
Note is not to be denominated in U.S. dollars, the applicable Pricing Supplement
will specify the currency or currencies, including composite currencies such as
the ECU, in which such Note is to be denominated (the "Specified Currency") and,
if different, the currency or currencies in which the principal, premium, if
any, and interest, if any, with respect to such Note are to be paid, along with
any other terms relating to the non-U.S. dollar denomination, including exchange
rates for the Specified Currency as against the U.S. dollar at selected times
during the last five years, and any exchange controls or other foreign currency
risks relating to such Specified Currency. See "Foreign Currency Risks."
GENERAL
The Notes will be limited to U.S.$10,000,000,000 aggregate initial
offering price, or the equivalent thereof in one or more Specified Currencies.
The Notes will be issued under an Indenture dated as of December 1, 1993 between
the Company and Citibank, N.A., as Trustee, as supplemented from time to time
(the "Indenture"). The Indenture does not limit the amount of additional
unsecured indebtedness ranking equally and ratably with the Notes that the
Company may incur and the Company may, from time to time, without the consent of
the holders of the Notes, provide for the issuance of Notes under the Indenture
in addition to the U.S.$10,000,000,000 aggregate initial offering price of the
Notes offered hereby. The U.S. dollar equivalent of Notes denominated in a
Specified Currency other than U.S. dollars will be determined on the Business
Day (as defined below) prior to the date of acceptance by the Company for a
purchase of Notes, on the basis of the Market Exchange Rate (as defined below)
for such Specified Currency. The statements herein concerning the Notes and the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all the provisions of the Indenture, including
the definitions therein of certain terms. Whenever particular provisions of the
Indenture or defined terms contained in the Indenture are referred to, such
provisions and defined terms are incorporated herein by reference as a part of
the statements made, and the statements are qualified in their entirety by such
reference.
The Notes will constitute unsecured and unsubordinated indebtedness of
the Company and will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of the Company.
Notes will be offered on a continuing basis and will mature on any day
nine months to thirty years from the Issue Date, as selected by the purchaser
and agreed to by the Company. Each Note will bear interest from the Issue Date
(as defined below) at either (a) a fixed rate ("Fixed Rate Notes"), which may be
zero in the case of a Note issued at an Issue Price (as defined below)
representing a substantial discount from the principal amount payable upon the
Maturity Date (a "Zero-Coupon Note") or (b) a floating rate or rates determined
by reference to one or more Base Rates (as defined herein), which may be
adjusted by a Spread and/or Spread Multiplier (each as defined below) ("Floating
Rate Notes").
Each Note will be issued in fully registered form without coupons and
will be represented by a global Note registered in the name of a nominee of the
Depositary. Except as set forth herein, Notes will be issuable only in global
form. See "Description of Notes-Delivery and Form" below. Notes, except as
described below under "Description of Notes-Delivery and Form." All Notes issued
on the same day and having the same terms (including, but not limited to, the
same designation, the same currency, Interest Payment Dates (as defined below),
rate of interest, Maturity Date and redemption or repayment provisions) may be
represented by a single Note. A beneficial interest in a Note will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depositary or its participants. Payments of the principal of, premium, if any,
and interest, if any, on, Notes represented by a Note will be made by the
Company or its paying agent to the Depositary or its nominee. Unless otherwise
specified in the applicable Pricing Supplement, DTC will be the Depositary. See
"Description of Notes-Delivery and Form."
Unless otherwise specified in the applicable Pricing Supplement, the
authorized denominations of Notes denominated in U.S. dollars will be U.S.$5,000
and any amount in excess thereof that is an integral multiple of U.S.$1,000. The
authorized denominations of Notes denominated in a Specified Currency other than
U.S. dollars will be as set forth in the applicable Pricing Supplement.
Interest Rates offered by the Company with respect to the Notes may
differ depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.
The principal amount of the Notes will be payable at Maturity at the
Corporate Trust Office of Citibank, N.A., Corporate Trust Services, 111 Wall
Street, 5th Floor, New York, New York 10043, or at such other place as the
Company may designate.
Unless otherwise specified in the applicable Pricing Supplement, the
Notes may not be redeemed by the Company, or repaid at the option of the holder,
or both, prior to their Maturity Date. Unless otherwise specified in the
applicable Pricing Supplement, the Notes, other than Amortizing Notes, will not
be subject to any sinking fund. See "Description of Notes-Redemption and
Repayment."
Unless otherwise specified in the applicable Pricing Supplement, the
amount of any Original Issue Discount Note (as such term is defined in
"Description of Notes - Original Issue Discount Notes") payable in the event of
redemption by the Company, repayment at the option of the holder or acceleration
of Maturity, in lieu of the stated principal amount due at the Maturity Date,
will be the Amortized Face Amount of such Original Issue Discount Note as of the
date of such redemption, repayment or acceleration. For the purposes of
determining whether holders of the requisite amount of Notes outstanding under
the Indenture have made a demand or given a notice or waiver or taken any other
action, the outstanding principal amount of any Original Issue Discount Note
shall be deemed to be the Amortized Face Amount. The "Amortized Face Amount" of
an Original Issue Discount Note shall be the amount equal to (a) the Issue Price
of an Original Issue Discount Note set forth in the applicable Pricing
Supplement plus (b) the portion of the difference between the Issue Price and
the principal amount of such Original Issue Discount Note that has accrued at
the yield to maturity set forth in the Pricing Supplement (computed in
accordance with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Face Amount is calculated, but
in no event shall the Amortized Face Amount of such Original Issue Discount Note
exceed its stated principal amount. See also "United States Federal Taxation -
Tax Consequences to U.S. Holders-Original Issue Discount Notes."
Unless otherwise specified herein, the Pricing Supplement relating to
each Note or Notes will describe the following terms, as applicable: (1) the
Specified Currency with respect to such Note (and, if such Specified Currency is
other than U.S. dollars, certain other terms relating to such Note); (2) whether
such Note is a Fixed Rate Note, a Floating Rate Note, an Amortizing Note or a
Zero-Coupon Note or other Original Issue Discount Note; (3) whether such Note is
a Currency Indexed Note or other Indexed Note, and if so the special terms
thereof; (4) the price (which may be expressed as a percentage of the aggregate
initial public offering price thereof) at which such Note will be issued to the
public (the "Issue Price"); (5) the date on which such Note will be issued to
the public (the "Issue Date"); (6) the Maturity Date of such Note; (7) if such
Note is a Fixed Rate Note, the rate per annum at which such Note will bear
interest, if any (the "Interest Rate"); (8) if such Note is a Floating Rate
Note, the Base Rate or Rates, the Initial Interest Rate or formula for
determining such, the Interest Reset Period, the Interest Reset Dates, the
Interest Payment Period, the Interest Payment Dates, the Index Maturity, the
Maximum Interest Rate and the Minimum Interest Rate, if any, and the Spread
and/or Spread Multiplier, if any (all as defined herein), and any other terms
relating to the particular method of calculating the Interest Rate for such
Note; (9) if such Note is an Amortizing Note, whether payments of principal
thereof and interest thereon will be made quarterly or semiannually, and the
redemption or repayment information in respect thereof; (10) whether the
interest rate on such Note may be reset upon the occurrence of certain events or
at the option of the Company; (11) whether such Note may be redeemed at the
option of the Company, or repaid at the option of the holder, prior to its
Maturity Date, and if so, the provisions relating to such redemption or
repayment; (12) certain special United States Federal income tax consequences of
the purchase, ownership and disposition of certain Notes, if any; and (13) any
other terms of such Note not inconsistent with the provisions of the Indenture.
GLOSSARY
Reference is made to the Indenture and the forms of Notes filed as
exhibits to the Registration Statement to which this Prospectus relates for the
full definition of certain of the terms used in this Prospectus, as well as any
capitalized terms used herein for which no definition is provided. Set forth
below are definitions of certain terms used in this Prospectus with respect to
the Notes.
"Business Day" with respect to any Note means, unless otherwise
specified in the applicable Pricing Supplement, any day, other than a Saturday
or Sunday, that meets each of the following applicable requirements: such day is
(a) not a day on which banking institutions are authorized or required by law,
regulation or executive order to be closed in The City of New York, (b) if the
Note is denominated in a Specified Currency other than U.S. dollars or ECU, (x)
not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center of the
country issuing the Specified Currency and (y) a day on which banking
institutions in such Principal Financial Center are carrying out transactions in
such Specified Currency, (c) if the Note is denominated in ECU, an ECU clearing
day, as determined by the ECU Banking Association in Paris, (d) if the Note is
denominated in a composite currency other than ECU, as specified in the
applicable Pricing Supplement and (e) with respect to London Inter Bank Offer
Rate Notes (LIBOR Notes), is also a London Banking Day. "London Banking Day"
means any day on which dealings in deposits in the Index Currency are transacted
in the London interbank market. "Principal Financial Center" will generally be
the capital city of the country of the Specified Currency, except that with
respect to U.S. dollars and ECUs, the Principal Financial Center shall be The
City of New York and Luxembourg, respectively;
"Interest Payment Date" with respect to any Note means a date (other
than at Maturity) on which, under the terms of such Note, regularly scheduled
interest shall be payable;
"Maturity Date" with respect to any Note means the date on which such
Note will mature, as specified thereon, and "Maturity" means the date on which
the principal of a Note or an installment of principal becomes due and payable
in full in accordance with its terms and the terms of the Indenture, whether at
its Maturity Date or by declaration of acceleration, call for redemption at the
option of the Company, repayment at the option of the holder, or otherwise;
"Regular Record Date" with respect to any Interest Payment Date for
Fixed Rate Notes means, unless otherwise specified in the applicable Pricing
Supplement, the date (whether or not a Business Day) which is the fifteenth day
of the calendar month preceding such Interest Payment Date. "Regular Record
Date" with respect to any Interest Payment Date for Notes other than Fixed Rate
Notes means, unless otherwise specified in the Applicable Pricing Supplement,
the date (whether or not a Business Day) 15 calendar days prior to such Interest
Payment Date.
References herein to "U.S. dollars" or "U.S.$" or "$" are to the
currency of the United States of America.
DELIVERY AND FORM
Upon issue, all Fixed Rate Notes having the same Issue Date, interest
rate, if any, amortization schedule, if any, Maturity Date and other terms, if
any, will be represented by one or more fully registered global Notes (the
"Global Notes") and all Floating Rate Notes having the same Issue Date, Initial
Interest Rate, Base Rate, Interest Period, Interest Payment Dates, Index
Maturity, Spread and/or Spread Multiplier, if any, Minimum Interest Rate, if
any, Maximum Interest Rate, if any, Maturity Date and other terms, if any, will
be represented by one or more Global Notes; provided, however, that no single
Global Note shall exceed U.S.$200,000,000. Each such Global Note representing
Notes will be deposited with, or on behalf of, the Depositary and registered in
the name of the Depositary or a nominee thereof.
The Depository Trust Company ("DTC") will be the initial Depositary
with respect to the Notes. DTC has advised the Company and the Agents that it is
a limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under of the Exchange Act. The Depositary was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers (including the Agents),
banks, trust companies, clearing corporations and certain other organizations,
some of whom (and/or their representatives) own DTC. Access to DTC's book-entry
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 DTC only through participants. The rules
applicable to DTC and its participants are on file with the Commission.
Upon the issuance by the Company of Notes represented by a Global Note,
the Depositary will credit, on its book-entry registration and transfer system,
the participants' accounts with the respective principal amounts of the Notes
represented by such Global Note beneficially owned by such participants. The
accounts to be credited shall be designated by the Agents of such Notes, or the
Company, if such Notes are offered and sold directly by the Company, as the case
may be. Ownership of beneficial interests in a Global Note will be limited to
participants or persons that hold interests through participants. Ownership of
beneficial interests in Notes represented by a Global Note or Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary (with respect to interests of participants
in the Depositary), or by participants in the Depositary or persons that may
hold interests through such participants (with respect to persons other than
participants in the Depositary). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of the Global Note, the Depositary or its nominee, as the case
may be, will be considered the sole owner or holder of the Notes represented by
such Global Note for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in Notes represented by a Global Note or Notes
will not be entitled to have Notes represented by such Global Note registered in
their names, will not receive or be entitled to receive physical delivery of
Notes in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Accordingly, each person owning a beneficial interest in a Global Note
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture or a Global
Note. The Company understands that under existing policy of the Depositary and
industry practices, in the event that the Company requests any action of holders
or that an owner of a beneficial interest in such a Global Note desires to give
any notice or take any action which a holder is entitled to give or take under
the Indenture or a Global Note, the Depositary would authorize the participants
holding the relevant beneficial interests to give such notice or take such
action. Any beneficial owner that is not a participant must rely on the
contractual arrangements it has directly, or indirectly through its financial
intermediary, with a participant to give such notice or take such action.
Payments of principal of, premium, if any, and interest, if any, on,
the Notes represented by a Global Note registered in the name of the Depositary
or its nominee will be made by the Company through the Trustee to the Depositary
or its nominee, as the case may be, as the registered owner of a Global Note.
None of the Company, the Trustee, any Paying Agent or any other agent of the
Company will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Note or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. The Company expects that the Depositary,
upon receipt of any payment of principal, premium, if any, or interest, if any,
in respect of a Global Note, will immediately credit the accounts of the related
participants with payment in amounts proportionate to their respective holdings
in principal amount of beneficial interest in such Global Note as shown on the
records of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in a Global Note will be governed
by standing customer 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" and will be the responsibility of such participants.
If the Depositary is at any time unwilling or unable to continue as
depository or ceases to be a clearing agency registered under the Exchange Act
and a successor depository registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue
certificated Notes in exchange for all the Global Notes. In addition, the
Company may at any time and in its sole discretion determine not to have the
Notes represented by the Global Note and, in such event, will issue certificated
Notes in exchange for all the Global Notes. In either instance, an owner of a
beneficial interest in a Global Note will be entitled to have certificated Notes
equal in principal amount to such beneficial interest registered in its name and
will be entitled to physical delivery of such certificated Notes. Such
certificated Notes shall be registered in such name or names as the Depositary
shall instruct the Trustee. It is expected that such instructions may be based
upon directions received by the Depositary from participants with respect to
beneficial interests in such Global Notes. Certificated Notes so issued will be
issued in denominations of U.S.$5,000 or more (in multiples of U.S.$1,000) and
will be issued in registered form only, without coupons. No service charge will
be made for any transfer or exchange of such certificated Notes, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 2.07 of the Indenture.)
PAYMENT CURRENCY
Unless otherwise specified in the applicable Pricing Supplement, and
except as otherwise described herein with respect to Currency Indexed Notes,
principal, and premium, if any, and interest, if any, will be paid by the
Company in U.S. dollars in the manner described in the following paragraphs,
even if a Note is denominated in a Specified Currency other than U.S. dollars;
provided, however, that the holder of such Note may (unless the Pricing
Supplement and the Note so indicate otherwise) elect to receive all such
payments in such Specified Currency (subject to certain conditions described at
"Foreign Currency Risks-Payment Currency") by delivery of a written request to
the Company's paying agent (the "Paying Agent") in The City of New York. Any
such election must be received by the Paying Agent on or prior to the applicable
Regular Record Date or at least 15 calendar days prior to Maturity, as the case
may be, and no such election or change of election may be made with respect to
payments on any Note with respect to which (i) an Event of Default has occurred,
(ii) the Company has exercised any of its discharge or defeasance options or
(iii) the Company has given a notice of redemption. Such election shall remain
in effect unless and until changed by written notice to the Paying Agent, but
the Paying Agent must receive written notice of any such change on or prior to
the applicable Regular Record Date or at least 15 calendar days prior to
Maturity, as the case may be. Until the Notes are paid or payment thereof is
provided for, the Company will, at all times, maintain a Paying Agent in The
City of New York capable of performing the duties described herein to be
performed by the Paying Agent. The Company has initially appointed Citibank,
N.A., New York, New York as Paying Agent under the Indenture. The Company will
notify the holders of the Notes in accordance with the Indenture of any change
in the Paying Agent or its address. Except as may otherwise be provided in a
Pricing Supplement with respect to Foreign Currency Notes, all currency exchange
costs will be borne by the Company unless any holder of a Note has made the
election referred to in the proviso in the first sentence in this paragraph. In
the case of such election, each electing holder of a Note shall bear the
currency exchange costs related to such Note, if any, by deductions from the
payments otherwise due such holder.
Unless otherwise specified in the applicable Pricing Supplement, in the
case of a Note denominated in a Specified Currency other than U.S. dollars, the
amount of U.S. dollar payments in respect of such Note will be determined by the
Company or an agent for the Company as specified in the applicable Pricing
Supplement (the "Exchange Rate Agent"), based on the indicative quotation in The
City of New York selected by such Exchange Rate Agent at approximately 11:00
A.M., New York City time, on the second Business Day preceding the applicable
payment date that yields the largest number of U.S. dollars upon conversion of
the Specified Currency. Unless otherwise specified in the applicable Pricing
Supplement, such selection shall be made from among the quotations appearing on
the bank composite or multi-contributor pages of the Reuters Monitor Foreign
Exchange Service, or if not available, the Telerate Monitor Foreign Exchange
Service. If such quotations are unavailable from either such foreign exchange
service, such election shall (unless otherwise specified in the applicable
Pricing Supplement) be made from the quotations received by the Exchange Rate
Agent from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of which
may be the Exchange Rate Agent) (the "Exchange Rate") for the purchase by the
quoting dealer, for settlement on such payment date, of the Specified Currency
for U.S. dollars. If no such bid quotations are available, payments will be made
in the Specified Currency unless such Specified Currency is unavailable due to
the imposition of exchange controls or to other circumstances beyond the
Company's control or is no longer used by the government of the country issuing
such Specified Currency or for the settlement of transactions by public
institutions of or within the international banking community, in which case the
Company will be entitled to make payments in U.S. dollars on the basis of the
noon buying rate in The City of New York for cable transfers in the Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") for such Specified Currency on the second
Business Day prior to such payment date, or on such other basis as shall be
specified in the applicable Pricing Supplement. In the event such Market
Exchange Rate is not then available, the Company will be entitled to make
payments in U.S. dollars (i) if such Specified Currency is not a composite
currency, on the basis of the most recently available Market Exchange Rate for
such Specified Currency or (ii) if such Specified Currency is a composite
currency, including without limitation, ECU, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of the
most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second Business Day prior to
such payment date (or if such Market Exchange Rate is not then available, by the
most recently available Market Exchange Rate for such component currency, or as
otherwise specified in the applicable Pricing Supplement). Any payment made
under such circumstances in U.S. dollars where the required payment is in a
Specified Currency other than U.S. dollars will not constitute an Event of
Default.
Unless otherwise specified in the applicable Pricing Supplement, if a
holder of a Note denominated in a foreign currency other than ECU shall have
elected to receive payments of principal of, and premium, if any, and interest,
if any, on such Note in such foreign currency as described above, and such
foreign currency is unavailable as of the due date for any such payments because
of the imposition of exchange controls or other circumstances beyond the
Company's control, or is no longer used by the government of the country issuing
such foreign currency or for the settlement of transactions by public
institutions of or within the international banking community, then all payments
due on that due date with respect to such Note shall be made in U.S. dollars
until such foreign currency is available or is so used. The amount so payable on
any date in such foreign currency shall be converted into U.S. dollars at a rate
determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate or as otherwise specified in the applicable
Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, if a
holder of a Note denominated in ECU shall have elected to receive payments of
principal of and premium, if any, and interest, if any, on such Note in ECU as
described above, and ECU are unavailable as of the due date for any such
payments because of the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used in the European Monetary
System, then all payments due on that due date with respect to such Note shall
be made in U.S. dollars until the ECU is available or is so used. The amount so
payable on any date in ECU shall be converted into U.S. dollars at a rate
determined by the Exchange Rate Agent as of the second Business Day prior to the
date on which such payment is due on the following basis: The component
currencies of the ECU for this purpose shall be the currency amounts that were
components of the ECU as of the last date on which ECU were used in the European
Monetary System. The equivalent of ECU in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of such component currencies. The U.S.
dollar equivalent of each of such component currencies shall be determined by
the Exchange Rate Agent on the basis of the most recently available Market
Exchange Rate for each such component currency, or as otherwise indicated in the
applicable Pricing Supplement.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a component shall be replaced
by the amounts of such two or more currencies having an aggregate value on the
date of division equal to the amount of the former component currency
immediately before such division.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided herein
that any determination made by an Exchange Rate Agent that is not the Company is
subject to approval by the Company) and, in the absence of manifest error, shall
be conclusive for all purposes and binding on holders of the Notes.
Each Note will provide that, in the event of an official redenomination
of a Specified Currency (including, without limitation, an official
redenomination of a Specified Currency that is a composite currency) the
obligations of the Company with respect to payments on Notes denominated in such
Specified Currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. Except to the extent Currency Indexed Notes provide for the
adjustment of the principal amount payable at maturity thereof pursuant to
application of the formulae described under "Description of Notes-Currency
Indexed Notes-Payment of Principal and Interest," or any other formulae provided
for in the applicable Pricing Supplement, Notes will not provide for any
adjustment to any amount payable under the Notes as a result of (a) any change
in the value of a Specified Currency relative to any other currency due solely
to fluctuations in exchange rates or (b) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Currently, there are limited facilities in the United States for
conversion of U.S. dollars into foreign currencies, and vice versa. In addition,
banks do not generally offer non-U.S. dollar denominated checking or savings
account facilities in the United States. Accordingly, payments on Notes made in
a Specified Currency other than U.S. dollars will be made from an account with a
bank located outside the United States, unless otherwise specified in the
applicable Pricing Supplement.
INTEREST AND PRINCIPAL PAYMENTS
Except as described below and unless otherwise specified in the
applicable Pricing Supplement, interest on the Notes and principal of Amortizing
Notes (in each case other than interest or, in the case of Amortizing Notes,
principal paid at Maturity), will be paid by mailing a check (unless otherwise
specified in the applicable Pricing Supplement, from an account at a bank
located outside the United States if such check is payable in a currency other
than U.S. dollars) to the holder at the address of such holder appearing on the
security register of the Company on the applicable Regular Record Date;
provided, however, that, unless otherwise specified in the applicable Pricing
Supplement, in the case of a Note issued between a Regular Record Date and the
Interest Payment Date relating to such Regular Record Date, interest (and, in
the case of an Amortizing Note, principal) on such Note for the period beginning
on the Issue Date and ending on such Interest Payment Date shall be paid on the
Interest Payment Date following the succeeding Regular Record Date to the
registered holder on such succeeding Regular Record Date. Notwithstanding the
foregoing, a holder of U.S.$10,000,000 or more in aggregate principal amount of
Notes of like tenor and term (or a holder of the equivalent thereof in a
Specified Currency other than U.S. dollars) shall be entitled to receive such
interest (and, in the case of Amortizing Notes, principal payments) in
immediately available funds, but only if complete and appropriate instructions
have been received in writing by the Paying Agent on or prior to the applicable
Regular Record Date. Owners of beneficial interests in a Note will be paid in
accordance with the Depositary's and the participant's procedures in effect from
time to time as described under "Description of Notes - Delivery and Form."
Simultaneously with the election by any holder of a Note to receive payments in
a Specified Currency other than U.S. dollars (as provided above), such holder
may, if so entitled as described above, elect to receive such payments in
immediately available funds by providing complete and appropriate instructions
to the Paying Agent, and all payments in respect of principal of, and premium,
if any, and interest, if any, on such Note will be made in immediately available
funds to an account maintained by the payee with a bank located outside the
United States, or as otherwise provided in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, payments of
principal, and premium, if any, and interest, if any, at Maturity will be made
in immediately available funds (unless otherwise specified in the applicable
Pricing Supplement, payable to an account maintained by the payee with a bank
located outside the United States if payable in a Specified Currency other than
U.S. dollars) upon surrender of the Note at the office of the Paying Agent,
provided that the Note is presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures. See "Important Currency Exchange Information." Unless otherwise
specified in the applicable Pricing Supplement, principal and, premium, if any,
and interest, if any, payable at Maturity of a Note will be paid by the Paying
Agent by wire transfer in immediately available funds to an account specified by
the Depositary. Unless otherwise specified in the applicable Pricing Supplement,
payments of interest on a Note, and principal of Amortizing Notes in global form
(in each case, other than at Maturity) will be made in same-day funds in
accordance with existing arrangements between the Paying Agent and the
Depositary. The Company will pay any administrative costs imposed by banks in
connection with making payments in immediately available funds, but any tax,
assessment or governmental charge imposed upon payments, including, without
limitation, any withholding tax, will be borne by the holders of the Notes in
respect of which such payments are made.
Certain Notes, including Original Issue Discount Notes, may be
considered to be issued with original issue discount which must be included in
income for United States Federal income tax purposes at a constant rate, prior
to the receipt of the cash attributable to that income. See "Tax Consequences to
U.S. Holders-Original Issue Discount Notes." Unless otherwise specified in the
applicable Pricing Supplement, if the principal of any Original Issue Discount
Note is declared to be due and payable immediately as described under
"Description of Debt Securities-Events of Default," the amount of principal due
and payable with respect to such Note shall be limited to the aggregate
principal amount of such Note multiplied by the sum of its Issue Price
(expressed as a percentage of the aggregate principal amount) plus the original
issue discount amortized from the Issue Date to the date of declaration which
amortization shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles in effect on the date
of declaration). Special considerations applicable to any such Notes will be set
forth in the applicable Pricing Supplement.
The Interest Payment Dates for Fixed Rate Notes shall be as described
below under "Fixed Rate Notes," and the Interest Payment Dates for Floating Rate
Notes shall be as indicated in the applicable Pricing Supplement.
<PAGE>
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from and including its Issue
Date at the rate per annum set forth thereon and in the applicable Pricing
Supplement until the principal amount thereof is paid, or made available for
payment, in full, except as described below under "Description of
Notes-Subsequent Interest Periods" and "Description of Notes-Extension of
Maturity." Unless otherwise specified in the applicable Pricing Supplement,
interest on each Fixed Rate Note (other than a Zero-Coupon Note or an Amortizing
Note) will be payable, as selected by the purchaser, either semiannually each
April 1 and October 1, or annually each October 1, and at Maturity. Unless
otherwise specified in the applicable Pricing Supplement, principal of and
interest on each Amortizing Note will be payable, as selected by the purchaser,
either quarterly each January 1, April 1, July 1 and October 1, or semiannually
each April 1 and October 1, as set forth in the applicable Pricing Supplement,
and, in either case, at Maturity. Payments with respect to Amortizing Notes will
be applied first to interest due and payable thereon and then to the reduction
of the unpaid principal amount thereof. A table setting forth repayment
information in respect of each Amortizing Note will be set forth in the
applicable Pricing Supplement. Each payment of interest on a Fixed Rate Note
shall include accrued interest from and including the Issue Date or from and
including the last day in respect of which interest has been paid (or duly
provided for), as the case may be, to, but excluding, the Interest Payment Date
or date of Maturity, as the case may be.
Any payment of principal, and premium, if any, or interest required to
be made on a Fixed Rate Note on a day which is not a Business Day need not be
made on such day, but may be made on the next succeeding Business Day with the
same force and effect as if made on such day, and no additional interest shall
accrue as a result of such delayed payment. Unless otherwise specified in the
applicable Pricing Supplement, any interest on Fixed Rate Notes will be computed
on the basis of a 360-day year of twelve 30-day months. The interest rates the
Company will agree to pay on newly-issued Fixed Rate Notes are subject to change
without notice by the Company from time to time, but no such change will affect
any Fixed Rate Notes already issued or as to which an offer to purchase has been
accepted by the Company.
FLOATING RATE NOTES
Except for the period from the Issue Date to the first Interest Reset
Date (as defined below) set forth in the applicable Pricing Supplement, each
Floating Rate Note will bear interest at a rate determined by reference to
either (i) an interest rate base (the "Base Rate"), which may be adjusted by a
Spread and/or a Spread Multiplier (each as defined below) or (ii) an interest
rate which may be by reference to two or more Base Rates, as adjusted by the
corresponding Spread and/or a Spread Multiplier for such related Base Rate or
Rates (as will be specified in the applicable Pricing Supplement). The "Spread"
is the number of basis points (one basis point equals one hundredth of a
percentage point) to be added to or subtracted from the related Base Rate
applicable to the interest rate for such Floating Rate Note, and the "Spread
Multiplier" is the percentage of the related Base Rate applicable to such Base
Rate Note by which said Base Rate is to be multiplied to determine the
applicable interest rate on such Floating Rate Note. Each Floating Rate Note and
the applicable Pricing Supplement will specify the Index Maturity and the Spread
and/or Spread Multiplier, if any, applicable to each such Floating Rate Note.
The "Index Maturity" for any Floating Rate Note is the period of maturity of the
instrument or obligation from which the Base Rate is calculated and will be
specified in the applicable Pricing Supplement. The Spread, Spread Multiplier,
Index Maturity and other variable terms of the Floating Rate Notes are subject
to change by the Company from time to time, but no such change will affect any
Note already issued or as to which an offer to purchase has been accepted by the
Company.
The applicable Pricing Supplement will designate one of the following
Base Rates as applicable to a Floating Rate Note: (a) the Certificate of Deposit
Rate (a "CD Rate Note"), (b) the Commercial Paper Rate (a "Commercial Paper Rate
Note"), (c) the Federal Funds Rate (a "Federal Funds Rate Note"), (d) LIBOR (a
"LIBOR Note"), (e) the Prime Rate (a "Prime Rate Note"), (f) the Treasury Rate
(a "Treasury Rate Note"), (g) the CMT Rate ("a CMT Rate Note") or (h) such other
Base Rate or interest rate formula as is set forth in such Pricing Supplement
and in such Floating Rate Note.
As specified in the applicable Pricing Supplement, a Floating Rate Note
may also have either or both of the following: (i) a maximum numerical
limitation, or ceiling, on the rate at which interest may accrue during any
Interest Period ("Maximum Interest Rate") and/or (ii) a minimum numerical
limitation, or floor, on the rate at which interest may accrue during any
Interest Period ("Minimum Interest Rate"). In addition to any Maximum Interest
Rate that may be applicable to any Floating Rate Note pursuant to the above
provisions, the interest rate on a Floating Rate Note will in no event be higher
than the maximum rate permitted by applicable law (including, without
limitation, New York law, which is stated to govern the Notes and the
Indenture), as the same may be modified by United States law of general
application. Under present New York law, the maximum rate of interest, with
certain exceptions, for any loan in an amount less than U.S.$250,000 is 16% and
for any loan in the amount of U.S.$250,000 or more but less than U.S.$2,500,000
is 25% per annum on a simple interest basis. These limits do not apply to loans
of U.S.$2,500,000 or more.
Each Floating Rate Note and the applicable Pricing Supplement will
specify whether the rate of interest on such Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semiannually or annually (each an "Interest
Reset Period") and the date on which such interest rate will reset (each an
"Interest Reset Date"). Unless otherwise specified in the applicable Pricing
Supplement, the "Interest Reset Date" will be, in the case of Floating Rate
Notes that reset daily, each Business Day; in the case of Floating Rate Notes
(other than Treasury Rate Notes) that reset weekly, the Wednesday of each week;
in the case of Treasury Rate Notes that reset weekly, the Tuesday of each week
(except as provided below); in the case of Floating Rate Notes that reset
monthly, the third Wednesday of each month; in the case of Floating Rate Notes
that reset quarterly, the third Wednesday of January, April, July and October;
in the case of Floating Rate Notes that reset semiannually, the third Wednesday
of the two months of each year specified in the applicable Pricing Supplement;
and in the case of Floating Rate Notes that reset annually, the third Wednesday
of the month specified in the applicable Pricing Supplement; provided, however,
that the interest rate in effect from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate (as defined below). If any Interest Reset
Date for any Floating Rate Note would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding Business
Day, except that, in the case of a LIBOR Note, if such Business Day would fall
in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. The interest rate or the formula for
establishing the interest rate in effect with respect to a Floating Rate Note
from the Issue Date to the first Interest Reset Date (the "Initial Interest
Rate") will be specified in the applicable Pricing Supplement.
Except as provided below, and unless otherwise specified in the
applicable Pricing Supplement, interest on Floating Rate Notes will be payable,
in the case of Floating Rate Notes with a daily, weekly or monthly Interest
Reset Date, on the third Wednesday of each month or on the third Wednesday of
January, April, July and October, as specified in the applicable Pricing
Supplement; in the case of Floating Rate Notes with a quarterly Interest Reset
Date, on the third Wednesday of January, April, July and October; in the case of
Floating Rate Notes with a semiannual Interest Reset Date, on the third
Wednesday of the two months of each year specified in the applicable Pricing
Supplement; and in the case of Floating Rate Notes with an annual Interest Reset
Date, on the third Wednesday of the month specified in the applicable Pricing
Supplement, and in each case at Maturity. Subject to the next succeeding
sentence, unless otherwise specified in the applicable Pricing Supplement, if an
Interest Payment Date (other than at Maturity) with respect to any Floating Rate
Note would fall on a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that, in the case
of LIBOR Notes, if such Business Day would fall in the next succeeding calendar
month, such Interest Payment Date will be the immediately preceding Business
Day. Any payment of principal, and premium, if any, and interest required to be
made on a Floating Rate Note at Maturity that is not a Business Day will be made
on the next succeeding Business Day, with the same force and effect as if made
on any such date and no additional interest shall accrue as a result of any such
delayed payment.
Unless otherwise specified in the applicable Pricing Supplement, the
interest payable on each Interest Payment Date or at Maturity for Floating Rate
Notes will be the amount of interest accrued from and including the Issue Date
or from and including the last Interest Payment Date to which interest has been
paid to, but excluding, such Interest Payment Date or date of Maturity, as the
case may be (an "Interest Period").
Unless otherwise specified in the applicable Pricing Supplement, with
respect to a Floating Rate Note, accrued interest will be calculated by
multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Unless otherwise specified in the applicable Pricing
Supplement, such accrued interest factor will be computed by adding the interest
factors calculated for each day in the Interest Period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Pricing Supplement, the interest factor for each such day is computed by
dividing the interest rate applicable on such day by 360, in the cases of CD
Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, Prime Rate
Notes and LIBOR Notes, or by the actual number of days in the year, in the case
of Treasury Rate Notes or CMT Rate Notes. The interest rate applicable to any
day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the
Interest Determination Date (as defined below) pertaining to such Interest Reset
Date. The interest rate applicable to any other day is the interest rate in
effect on the immediately preceding Interest Reset Date (or, if none, the
Initial Interest Rate).
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest on a Floating
Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent (.0000001), with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655)), and all U.S. dollars amounts used in or resulting from such
calculation on Floating Rate Notes will be rounded to the nearest cent or, in
the case of Notes denominated other than in U.S. dollars, the nearest unit (with
one-half cent or unit being rounded upwards).
Unless otherwise specified in the applicable Pricing Supplement, the
"Interest Determination Date" pertaining to an Interest Reset Date for CD Rate
Notes, CMT Rate Notes, Commercial Paper Rate Notes, Prime Rate Notes and Federal
Funds Rate Notes will be the second Business Day preceding such Interest Reset
Date; the Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Note will be the second London Banking Day preceding such Interest Reset
Date; and the Interest Determination Date pertaining to an Interest Reset Date
for a Treasury Rate Note will be the day of the week in which such Interest
Reset Date falls on which direct obligations of the United States ("Treasury
Bills") of the applicable Index Maturity (as specified on the face of such
Treasury Rate Note) are auctioned. Treasury Bills are normally sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction falls on a day that is an Interest Reset Date,
such Interest Reset Date will be the next following Business Day. Unless
otherwise specified in the applicable Pricing Supplement, the Interest
Determination Date pertaining to a Note, the interest rate of which is
determined with reference to two or more Base Rates, will be the first Business
Day which is at least two Business Days prior to such Interest Reset Date for
such Note on which each Base Rate shall be determinable.
Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date," where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day preceding the applicable Interest Payment
Date or Maturity as the case may be.
The applicable Pricing Supplement shall specify a calculation agent
(the "Calculation Agent"), which may be the Company, with respect to any issue
of Floating Rate Notes. Upon the request of the holder of any Floating Rate
Note, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date with respect to such Floating Rate Note. If at any time the Trustee
is not the Calculation Agent, the Company will notify the Trustee of each
determination of the interest rate applicable to any such Floating Rate Note.
The interest rate in effect with respect to a Floating Rate Note from
the Issue Date to the first Interest Reset Date will be the Initial Interest
Rate. The interest rate for each subsequent Interest Rate Date will be
determined by the Calculation Agent as follows:
<PAGE>
CD RATE NOTES
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CD Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"CD Rate" means, with respect to any Interest Determination Date, the rate on
such date for negotiable certificates of deposit having the Index Maturity
designated in the applicable Pricing Supplement as published by the Board of
Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary
Market)," or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the CD Rate
will be the rate on such Interest Determination Date for negotiable certificates
of deposit of the applicable Index Maturity as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities," or any successor publication of the
Federal Reserve Bank of New York (the "Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not yet published in either Release
H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such Interest Determination Date, of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent, after consultation with the Company,
for negotiable certificates of deposit of major United States money center banks
(in the market for negotiable certificates of deposit) with a remaining maturity
closest to the applicable Index Maturity in a denomination of U.S.$5,000,000;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the rate of interest in effect on such
Interest Determination Date. All references in this Prospectus or any applicable
Pricing Supplement to "Release H.15(519)" shall also be references to any
successor publication to Release H.15(519).
CD Rate Notes, like other Notes, are not deposit obligations of a bank
and are not insured by the Federal Deposit Insurance Corporation.
COMMERCIAL PAPER RATE NOTES
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread and/or
the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and
in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement, as such rate shall be published in H.l5(519) under the heading
"Commercial Paper." In the event that such rate is not published prior to 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Interest Determination Date of the rate for commercial paper of
the applicable Index Maturity as published in the Composite Quotations under the
heading "Commercial Paper." If such rate is not yet published in either
H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent, after consultation with the Company,
for commercial paper of the applicable Index Maturity, placed for industrial
issuers whose bond rating is "AA," or the equivalent, from a nationally
recognized statistical rating agency; provided that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned in
this sentence, the rate of interest in effect for the applicable period will be
the rate of interest in effect on such Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D X 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES
Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread and/or the
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in
the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Federal Funds Rate" means, with respect to any Interest Determination Date, the
rate on such date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate will be the rate on such Interest Determination Date as
published in the Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the Federal Funds Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent, after consultation with
the Company, as of 9:00 A.M., New York City time, on such Interest Determination
Date; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the rate of interest in
effect on such Interest Determination Date.
LIBOR NOTES
LIBOR NOTES will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread and/or the Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the LIBOR Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement,
"LIBOR" means the rate determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to an Interest Determination Date relating to a
LIBOR Note orany Floating Rate Note for which the interest rate is determined
with reference to LIBOR, LIBOR will be either (a) if "LIBOR Reuters" is
specified in the applicable Pricing Supplement, the arithmetic mean of the
offered rates (unless the specified Designated LIBOR Page by its terms provides
only for a single rate, in which case such single rate shall be used) for
deposits in the Index Currency having the Index Maturity designated in the
applicable Pricing Supplement, commencing on the second London Banking Day
immediately following that Interest Determination Date, that appear on the
Designated LIBOR Page specified in the applicable Pricing Supplement as of
11:00 A.M. London time, on that Interest Determination Date, if at least two
such offered rates appear (unless, as aforesaid, only a single rate is required)
on such Designated LIBOR Page or (b) if "LIBOR Telerate" is specified in the
applicable Pricing Supplement, the rate for deposits in the Index Currency
having the Index Maturity designated in the applicable Pricing Supplement
commencing on the second London Banking Day immediately following that Interest
Determination Date that appears on the Designated LIBOR Page specified in the
applicable Pricing Supplement as of 11:00 A.M. London time, on that Interest
Determination Date. If fewer than two offered rates appear, or no rate
appears, as applicable, LIBOR in respect of the related Interest Determination
Date will be determined as if the parties had specified the rate described in
clause (ii) below.
(ii) With respect to an Interest Determination Date on which fewer than
two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, after consultation with the Company, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity designated in the applicable Pricing
Supplement, commencing on the second London Banking Day immediately following
such Interest Determination Date, to prime banks in the London interbank market
at approximately 11:00 A.M., London time, on such Interest Determination Date
and in a principal amount that is representative for a single transaction in
such Index Currency in such market at such time. If at least two such quotations
are provided, LIBOR determined on such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
LIBOR determined on such Interest Determination Date will be the arithmetic mean
of the rates quoted at approximately 11:00 A.M., in the applicable Principal
Financial Center, on such Interest Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent, after
consultation with the Company, for loans in the Index Currency to leading
European banks, having the Index Maturity designated in the applicable Pricing
Supplement, commencing on the second London Banking Day immediately following
the Interest Determination Date, and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined on such
Interest Determination Date will be LIBOR in effect on such Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated in the applicable Pricing Supplement, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London interbank
rates of major banks for the applicable Index Currency or (b) if "LIBOR
Telerate" is designated in the applicable Pricing Supplement, the display on the
Dow Jones Telerate Service for the purpose of displaying the London interbank
rates of major banks for the applicable Index Currency. If neither LIBOR Reuters
nor LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR for
the applicable Index Currency will be determined as if LIBOR Telerate (and, if
the U.S. dollar is the Index Currency, page 3750) had been specified.
PRIME RATE NOTES
Prime Rate Notes will bear interest at the interest rate (calculated
with reference to the Prime Rate and the Spread and/or the Spread Multiplier, if
any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any) specified in the Prime Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Prime Rate" means, with respect to any Interest Determination Date, the rate on
such date as published in H.15(519) under the heading "Bank Prime Loan." If such
rate is not published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank named on the "Reuters Screen
USPRIME1 Page" (as defined below) as such bank's prime rate or base lending rate
as in effect for such Interest Determination Date. "Reuters Screen USPRIME1"
means the display designated as page "USPRIME1" on the Reuters Monitor Money
Rates Service (or such other page as may replace the USPRIME1 page on that
service for the purpose of displaying prime rates or base lending rates of major
United States banks). If fewer than four such rates but more than one such rate
appear on the Reuters Screen USPRIME1 Page for such Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent, after consultation with the Company. If fewer
than two such rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate
will be calculated by the Calculation Agent and will be determined as the
arithmetic mean of the prime rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, in each case
having total equity capital of at least U.S.$500,000,000 and being subject to
supervision or examination by federal or state authority, selected by the
Calculation Agent, after consultation with the Company, to provide such rate or
rates; provided, however, that if the banks or trust companies selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
rate of interest in effect on such Interest Determination Date.
TREASURY RATE NOTES
Treasury Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Rate and the Spread and/or the Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any) specified in the Treasury Rate Notes and in the
applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Treasury Rate" means, with respect to any Interest Determination Date, the rate
for the auction held on such Interest Determination Date of direct obligations
of the United States ("Treasury Bills") having the Index Maturity designated in
the applicable Pricing Supplement, as published in H.l5(519) under the heading
"Treasury bills-auction average (investment)" or, if not so published by 9:00
A.M., New York City time on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate (expressed as a bond equivalent, on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of the Treasury.
In the event that the results of the auction of Treasury Bills having the
applicable Index Maturity designated in the applicable Pricing Supplement are
not published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Interest
Determination Date, of three leading primary United States government securities
dealers selected by the Calculation Agent, after consultation with the Company,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity designated in the applicable Pricing Supplement; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned in this sentence, the interest rate for the
applicable period will be the interest rate in effect on such Interest
Determination Date.
CMT RATE NOTES
Unless otherwise specified in the applicable Pricing Supplement, "CMT
Rate" means, with respect to any Interest Determination Date relating to a
Floating Rate Note for which the interest rate is determined with reference to
the CMT Rate (a "CMT Rate Interest Determination Date"), the rate displayed on
the Designated CMT Telerate Page under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
P.M.," under the column for the Designated CMT Maturity Index for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in which
the related CMT Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page or is not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in the City of New York (which may include the
Agent or its affiliates) selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent, after consultation with the
Company, and eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of equality, one
of the lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in the City of New York (from five such Reference Dealers selected by
the Calculation Agent, after consultation with the Company, and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the designated CMT Maturity Index and in an amount of at least $100
million. If three or four (and not five) of such Reference Dealers are quoting
as described above, then the CMT Rate will be based on the arithmetic mean of
the offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided, however, that if fewer than three Reference
Dealers so selected by the Calculation Agent are quoting as mentioned herein,
the CMT Rate determined as of such CMT Rate Interest Determination Date will be
the CMT Rate in effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the Calculation Agent will obtain from five Reference Dealers
quotations for the Treasury Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified in the applicable Pricing Supplement (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)) for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Pricing Supplement, the designated
CMT Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
ORIGINAL ISSUE DISCOUNT NOTES
Notes may be issued at a price less than their stated redemption price
at maturity, other than by an amount which is less than a DE MINIMIS amount
(0.25% of the stated redemption price at maturity multiplied by the number of
complete years to maturity) resulting in such Notes being treated as if they
were issued with original issue discount for United States Federal income tax
purposes ("Original Issue Discount Notes"). Such Original Issue Discount Notes
may currently pay no interest or interest at a rate which at the time of
issuance is below market rates. See "United States Federal Taxation - Tax
Consequences to U.S. Holders - Original Issue Discount Notes." Certain
additional considerations relating to any Original Issue Discount Notes will be
described in the Pricing Supplement relating thereto.
CURRENCY INDEXED NOTES
The Company may from time to time offer Notes as to which the principal
amount payable at Maturity and/or the rate of interest thereon is determined by
reference to the rate of exchange between the currency or composite currency in
which such Notes ("Currency Indexed Notes") are denominated (the "Denominated
Currency") and the other currency or currencies or composite currency or
composite currencies specified as the Indexed Currency (the "Indexed Currency")
in the applicable Pricing Supplement, or as determined in such other manner as
may be specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, (a)
holders of Currency Indexed Notes will be entitled to receive a principal amount
in respect of such Currency Indexed Notes exceeding the amount designated as the
face amount of such Currency Indexed Notes in the applicable Pricing Supplement
(the "Face Amount") if, at Maturity, the rate at which the Denominated Currency
can be exchanged for the Indexed Currency is greater than the rate of such
exchange designated as the Base Exchange Rate, expressed in units of the Indexed
Currency per one unit of the Denominated Currency, in the applicable Pricing
Supplement (the "Base Exchange Rate") and (b) holders of Currency Indexed Notes
will be entitled to receive a principal amount in respect of such Currency
Indexed Notes less than the Face Amount of such Currency Indexed Notes if, at
Maturity, the rate at which the Denominated Currency can be exchanged for the
Indexed Currency is less than such Base Exchange Rate, in each case determined
as described below under "Currency Indexed Notes - Payment of Principal and
Interest." Information as to the relative historical value (which information is
not necessarily indicative of relative future value) of the applicable
Denominated Currency against the applicable Indexed Currency, any exchange
controls applicable to such Denominated Currency or Indexed Currency and certain
tax consequences to holders will be set forth in the applicable Pricing
Supplement. See "Foreign Currency Risks" and "Indexed Notes Risks."
PAYMENT OF PRINCIPAL AND INTEREST
Unless otherwise specified in the applicable Pricing Supplement,
interest will be payable by the Company in the Denominated Currency based on the
Face Amount of the Currency Indexed Notes and at the rate and times and in the
manner set forth herein and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement,
principal of a Currency Indexed Note will be payable by the Company in the
Denominated Currency at Maturity. The amount of such principal shall equal the
Face Amount of the Currency Indexed Note, plus or minus an amount of the
Denominated Currency determined by the Exchange Rate Agent specified in the
applicable Pricing Supplement, which may be the Company, by reference to the
difference between the Base Exchange Rate and the rate at which the Denominated
Currency can be exchanged for the Indexed Currency as determined on the second
Exchange Rate day (the "Determination Date") prior to Maturity of such Currency
Indexed Note by the Exchange Rate Agent. Such rate of exchange shall be based
upon the arithmetic mean of the open market spot offer quotations for the
Indexed Currency (spot bid quotations for the Denominated Currency) obtained by
the Exchange Rate Agent from the Reference Dealers (as defined below) in The
City of New York at 11:00 A.M., New York City time, on the Determination Date,
for an amount of Indexed Currency equal to the aggregate Face Amount of such
Currency Indexed Note multiplied by the Base Exchange Rate, with settlement at
Maturity to be in the Denominated Currency (such rate of exchange, as so
determined and expressed in units of the Indexed Currency per one unit of the
Denominated Currency, is hereafter referred to as the "Spot Rate"). If such
quotations from the Reference Dealers are not available on the Determination
Date due to circumstances beyond the control of the Company or the Exchange Rate
Agent, the Spot Rate will be determined on the basis of the most recently
available quotations from the Reference Dealers. As used herein, the term
"Reference Dealers" shall mean the three banks or firms specified as such in the
applicable Pricing Supplement or, if any of them shall be unwilling or unable to
provide the requested quotations, such other major money center bank or banks in
The City of New York selected by the Exchange Rate Agent, in consultation with
the Company, to act as Reference Dealer or Dealers in replacement therefor. In
the absence of manifest error, the determination by the Exchange Rate Agent of
the Spot Rate and the principal amount of Currency Indexed Notes payable at
Maturity thereof shall be final and binding on the Company and the holders of
such Currency Indexed Notes.
See "Description of Notes-Payment Currency" for a discussion of the
procedures followed by the Exchange Rate Agent if the Denominated Currency of a
Currency Indexed Note is unavailable as of the due date for any payment thereon
because of the imposition of exchange controls or other circumstances beyond the
Company's control or such Denominated Currency is no longer used as discussed
therein.
The formula to be used by the Exchange Rate Agent to determine the
principal amount of a Currency Indexed Note payable at Maturity will be
specified in the applicable Pricing Supplement.
<PAGE>
OTHER INDEXED NOTES AND CERTAIN TERMS APPLICABLE TO ALL INDEXED NOTES
The Notes may be issued as Indexed Notes, other than Currency Indexed
Notes, the principal amount of which payable at Maturity and/or the interest
thereon, or both, may be determined by reference to the price of one or more
specified securities or commodities, to one or more securities or commodities
exchange indices or other indices or by other methods or formulae. Holders of
Indexed Notes may receive a principal amount at Maturity that is greater than or
less than the face amount of such Notes depending upon the fluctuation of the
relative value, rate or price of the specified index. The Pricing Supplement
relating to such an Indexed Note will describe, as applicable, the method by
which the amount of interest payable and the amount of principal payable at the
Maturity Date in respect of such Indexed Note will be determined, certain
special tax consequences of the purchase, ownership or disposition to holders of
such Notes, certain risks associated with an investment in such Notes and other
information relating to such Notes. See "Risk Factors."
PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN CURRENCY INDEXED OR OTHER
INDEXED NOTES. SUCH AN INVESTMENT ENTAILS SIGNIFICANT RISKS THAT ARE NOT
ASSOCIATED WITH A SIMILAR INVESTMENT IN A SECURITY THE PRINCIPAL AMOUNT OF WHICH
PAYABLE AT MATURITY IS NOT DETERMINED BY CURRENCY EXCHANGE RATES OR SECURITIES
OR COMMODITIES EXCHANGE INDICES OR OTHER INDICES AND IS NOT AN APPROPRIATE
INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO SUCH
TRANSACTIONS.
Unless otherwise specified in the applicable Pricing Supplement, (a)
for the purpose of determining whether holders of the requisite principal amount
of Notes outstanding under the Indenture have made a demand or given a notice or
waiver or taken any other action, the outstanding principal amount of Indexed
Notes (including Currency Indexed Notes) will be deemed to be the face amount
thereof and (b) in the event of an acceleration of the Maturity Date of an
Indexed Note, the principal amount payable to the holder of such Note upon
acceleration will be the principal amount determined by reference to the formula
by which the principal amount of such Note would be determined on the Maturity
Date thereof, as if the date of acceleration were the Maturity Date.
SUBSEQUENT INTEREST PERIODS
The Pricing Supplement relating to each Note will indicate whether the
Company has the option with respect to such Note to reset the interest rate, in
the case of a Fixed Rate Note, or to reset the Spread and/or Spread Multiplier,
in the case of a Floating Rate Note, and, if so, the date or dates on which such
interest rate or such Spread and/or Spread Multiplier, as the case may be, may
be reset (each an "Optional Reset Date"). If the Company has such option with
respect to any Note, the following procedures shall apply, unless modified as
set forth in the applicable Pricing Supplement.
The Company may exercise such option with respect to a Note by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to an Optional Reset Date for such Note. Not later than 40 days prior to
such Optional Reset Date, the Trustee will mail to the holder of such Note a
notice (the "Reset Notice") setting forth (i) the election of the Company to
reset the interest rate, in the case of a Fixed Rate Note, or the Spread and/or
Spread Multiplier, in the case of a Floating Rate Note, (ii) such new interest
rate or such new Spread and/or Spread Multiplier, as the case may be and (iii)
the provisions, if any, for redemption or repayment during the period from such
Optional Reset Date to the next Optional Reset Date or, if there is no such next
Optional Reset Date, to the Maturity Date of such Note (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period. Upon the transmittal by the
Trustee of a Reset Notice to the holder of a Note, such new interest rate or
such new Spread and/or Spread Multiplier, as the case may be, shall take effect
automatically, and, except as modified by the Reset Notice and as described in
the next paragraph, such Note will have the same terms as prior to the
transmittal of such Reset Notice.
Notwithstanding the foregoing, not later than 20 days prior to an
Optional Reset Date for a Note, the Company may, at its option, revoke the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in the Reset
Notice and establish an interest rate, in the case of a Fixed Rate Note, or a
Spread and/or Spread Multiplier, in the case of a Floating Rate Note, that is
higher than the interest rate, Spread and/or Spread Multiplier, as the case may
be, provided for in the Reset Notice, for the Subsequent Interest Period
commencing on such Optional Reset Date by causing the Trustee to transmit notice
of such higher interest rate or higher Spread and/or Spread Multiplier, as the
case may be, to the holder of such Note. Such notice shall be irrevocable. All
Notes with respect to which the interest rate or Spread and/or Spread Multiplier
is reset on an Optional Reset Date and with respect to which the holders of such
Notes have not tendered such Notes for repayment (or have validly revoked any
such tender) pursuant to the next succeeding paragraph will bear such higher
interest rate, in the case of a Fixed Rate Note, or higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the Subsequent Interest
Period.
If the Company elects to reset the interest rate or the Spread and/or
Spread Multiplier of a Note as described above, the holder of such Note will
have the option to elect repayment of such Note by the Company on any Optional
Reset Date at a price equal to the aggregate principal amount thereof
outstanding on, plus any accrued interest to, such Optional Reset Date. In order
for a Note to be so repaid on an Optional Reset Date, the holder thereof must
follow the procedures set forth below under "Redemption and Repayment" for
optional repayment, except that the period for delivery of such Note or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that a holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to the Trustee,
revoke any such tender for repayment until the close of business on the tenth
day prior to such Optional Reset Date.
EXTENSION OF MATURITY
The Pricing Supplement relating to each Note (other than an Amortizing
Note) will indicate whether the Company has the option to extend the maturity of
such Note for one or more periods of one or more whole years (each an "Extension
Period") up to but not beyond the date (the "Final Maturity Date") set forth in
such Pricing Supplement. If the Company has such option with respect to any Note
(other than an Amortizing Note), the following procedures shall apply, unless
modified as set forth in the applicable Pricing Supplement (which will contain
complete details concerning such option by the Company to extend the maturity of
a Note (other than an Amortizing Note)).
The Company may exercise such option with respect to a Note by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Maturity Date of such Note originally in effect prior to the
exercise of such option (the "Original Maturity Date") or, if the Maturity Date
of such Note has already been extended prior to the Maturity Date then in effect
(an "Extended Maturity Date"). No later than 40 days prior to the Original
Maturity Date or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Trustee will mail to the holder of such Note a notice (the
"Extension Notice") relating to such Extension Period, setting forth (i) the
election of the Company to extend the Original Maturity Date, (ii) the new
Maturity Date, (iii) in the case of a Fixed Rate Note, the interest rate
applicable to the Extension Period or, in the case of a Floating Rate Note, the
Spread and/or Spread Multiplier applicable to the Extension Period and (iv) the
provisions, if any, for redemption during the Extension Period, including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during the Extension Period. Upon the
mailing by the Trustee of an Extension Notice to the holder of a Note, the
Original Maturity Date shall be extended automatically as set forth in the
Extension Notice, and, except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms as prior to
the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Maturity Date for a Note, the Company may, at its option, revoke the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in the Extension
Notice and establish an interest rate, in the case of a Fixed Rate Note, or a
Spread and/or Spread Multiplier, in the case of a Floating Rate Note, that is
higher than the interest rate, Spread and/or Spread Multiplier, as the case may
be, provided for in the Extension Notice for the Extension Period, by mailing or
causing the Trustee to transmit notice of such higher interest rate or higher
Spread and/or Spread Multiplier, as the case may be, to the holder of such Note.
Such notice shall be irrevocable. All Notes with respect to which the Maturity
Date is extended and with respect to which the holders of such Notes have not
tendered such Notes for repayment (or have validly revoked any such tender)
pursuant to the next succeeding paragraph will bear such higher interest rate,
in the case of a Fixed Rate Note, or higher Spread and/or Spread Multiplier, in
the case of a Floating Rate Note, for the Extension Period.
If the Company elects to extend the Maturity Date of a Note, the holder
of such Note will have the option to elect repayment of such Note by the Company
on the Original Maturity Date at a price equal to the principal amount thereof
plus any accrued interest to such date. In order for a Note to be so repaid on
the Original Maturity Date, the holder thereof must follow the procedures set
forth below under "Redemption and Repayment" for optional repayment, except that
the period for delivery of such Note or notification to the Trustee shall be at
least 30 but not more than 35 days prior to the Original Maturity Date and
except that a holder who has tendered a Note for repayment pursuant to an
Extension Notice may, by written notice to the Trustee, revoke any such tender
for repayment until the close of business on the tenth day prior to the Original
Maturity Date.
<PAGE>
REDEMPTION AND REPAYMENT
Unless otherwise provided in the applicable Pricing Supplement, the
Notes will not be redeemable prior to the Maturity Date at the option of the
Company or repayable prior to the Maturity Date at the option of the holder.
Unless otherwise specified in the applicable Pricing Supplement, the Notes,
except for Amortizing Notes, will not be subject to any sinking fund.
If applicable, the Pricing Supplement relating to each Note will
indicate that the Note will be redeemable at the option of the Company or
repayable at the option of the holder on a date or dates specified prior to its
Maturity Date and, unless otherwise specified in such Pricing Supplement, at a
price equal to 100% of the principal amount thereof, together with accrued
interest to the date of redemption or repayment, unless such Note was issued
with original issue discount, in which case the Pricing Supplement will specify
the amount payable upon such redemption or repayment.
The Company may redeem any of the Notes that are redeemable and remain
outstanding either in whole or from time to time in part, upon not less than 30
nor more than 60 days' notice. Unless otherwise specified in the applicable
Pricing Supplement, if less than all of the Notes with like tenor and terms are
to be redeemed, the Notes to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate.
Unless otherwise specified in the applicable Pricing Supplement, in
order for a Note to be repaid at the option of the holder thereof, the Company
must receive at least 30 days but not more than 45 days prior to the repayment
date, the global Note with the form entitled "Option to Elect Repayment" duly
completed. Exercise of the repayment option by the holder of a Note shall be
irrevocable, except as otherwise provided under "Description of Notes-Subsequent
Interest Periods" and "Description of Notes-Extensions of Maturity." With
respect to the Notes, the Depositary's nominee is the holder of such Notes and
therefore will be the only entity that can exercise a right to repayment. See
"Description of Notes-Delivery and Form." In order to ensure that the
Depositary's nominee will timely exercise a right to repayment with respect to a
particular beneficial interest in a Note, the beneficial owner of such interest
must instruct the broker or other direct or indirect participant through which
it holds a beneficial interest in such Note to notify the Depositary of its
desire to exercise a right to repayment. Different firms have different cut-off
times for accepting instructions from their customers and, accordingly, each
beneficial owner should consult the broker or other direct or indirect
participant through which it holds an interest in a Note in order to ascertain
the cut-off time by which such an instruction must be given in order for timely
notice to be delivered to the Depositary. Conveyance of notices and other
communications by the Depositary to participants, by participants to indirect
participants and by participants and indirect participants to beneficial owners
of the Notes will be governed by agreements among them, subject to any statutory
or regulated requirements as may be in effect from time to time.
If applicable, the Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws or regulations in
connection with any such repurchase.
<PAGE>
The Company may at any time purchase Notes at any price or prices in
the open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or surrendered to the Trustee for
cancellation.
IMPORTANT CURRENCY EXCHANGE INFORMATION
Unless otherwise set forth in the applicable Pricing Supplement, each
Purchaser of a Note is required to pay for such Note in the Specified Currency
thereof in immediately available funds, and payments of principal of, premium,
if any, and interest, if any, on, such Note will be made in the Specified
Currency. Currently, there are limited facilities in the United States for
conversion of U.S. dollars into foreign currencies or currency units and vice
versa and few banks offer non-U.S. dollar checking or savings account facilities
in the United States. Accordingly, unless otherwise specified in a Pricing
Supplement or unless alternative arrangements are made, payment of principal of,
premium, if any, and interest, if any, on, Notes in a Specified Currency other
than U.S. dollars will be made to an account at a bank outside the United
States. See "Foreign Currency Risks." However, if requested by a prospective
purchaser of Notes denominated in a Specified Currency other than U.S. dollars,
the Agent soliciting the offer to purchase will use reasonable efforts to
arrange for the conversion of U.S. dollars into such Specified Currency to
enable the purchaser to pay for such Notes. Such request must be made on or
before the third Business Day preceding the date of delivery of the Notes, or by
such other date as is determined by such Agent. Each such conversion will be
made by the relevant Agent on such terms and subject to such conditions,
limitations and charges as such Agent may from time to time establish in
accordance with its regular foreign exchange practice. All costs of any such
exchange will be borne by the purchasers of the Notes.
OTHER/ADDITIONAL PROVISIONS; ADDENDUM
Any provision with respect to the Notes, including the specification
and determination of one or more Interest Rate Bases, the calculation of the
interest rate applicable to a Floating Rate Note, the Interest Payment Dates,
the Maturity Date or any other term relating thereto, may be modified and/or
supplemented as specified under "Other/Additional Provisions" on the face
thereof or in an Addendum relating thereto, if so specified on the face thereof.
Such provisions will be described in the applicable Pricing Supplement.
UNITED STATES FEDERAL TAXATION
GENERAL
In the opinion of the Company's tax counsel, the following general
summary describes all material United States Federal income tax consequences of
the ownership and disposition of the Notes. This summary provides general
information only and is directed solely to original holders purchasing Notes at
the "issue price" (as defined below) and who hold the Notes as capital assets
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"), and does not purport to discuss all United States Federal
income tax consequences that may be applicable to particular categories of
investors that may be subject to special rules, such as banks, insurance
companies, dealers in securities, persons holding Notes as a hedge against, or
which are hedged against, a currency exchange or interest rate risk, or United
States holders whose functional currency (as defined in Section 985 of the Code)
is other than the U.S. dollar. In addition, the United States Federal income tax
consequences of holding a particular Note will depend, in part, on the
particular terms of such Note as set forth in the applicable Pricing Supplement.
Finally, this summary does not discuss Original Issue Discount Notes which
qualify as "applicable high-yield discount obligations" under Section 163(i) of
the Code. Holders of Original Issue Discount Notes which are "applicable
high-yield discount obligations" may be subject to special rules which will be
set forth in an applicable Pricing Supplement. Holders are advised to consult
their own tax advisors with regard to the application of the United States
Federal income tax laws to their particular situations as well as any tax
consequences arising under the laws of any state, local or foreign tax
jurisdiction.
This summary is based on the Code, United States Treasury Regulations
(including proposed regulations and temporary regulations) promulgated
thereunder, rulings, official pronouncements and judicial decisions as of the
date of this Prospectus. The authorities on which this summary is based are
subject to change or differing interpretations, which could apply retroactively,
so as to result in United States Federal income tax consequences different from
those discussed below.
For purposes of the following discussion, "U.S. Holder" means a
beneficial owner of a Note that is for United States Federal income tax purposes
(i) a citizen or resident of the United States, (ii) a Company, partnership or
other entity created or organized in, or under the laws of, the United States or
any political subdivision thereof or (iii) an estate or trust whose income from
sources without the United States is includable in gross income for United
States Federal income tax purposes regardless of its source. The term also
includes certain former citizens of the United States whose income and gain on
the Notes will be taxable.
<PAGE>
TAX CONSEQUENCES TO U.S. HOLDERS
PAYMENTS OF INTEREST
Interest on a Note (whether denominated in U.S. dollars or in other
than U.S. dollars) that is not an Original Issue Discount Note will generally be
taxable to a U.S. Holder as ordinary interest income at the time it is accrued
or is received in accordance with the U.S. Holder's method of accounting for tax
purposes.
All payments of interest on a Note that matures one year or less from
its date of issuance will be included in the stated redemption price at the
maturity of the Note and will be taxed in the manner described below under
"Original Issue Discount Notes".
Special rules governing the treatment of interest paid with respect to
Original Issue Discount Notes, including certain Floating Rate Notes, Foreign
Currency Notes, Currency Indexed Notes and other Indexed Notes are described
under "Original Issue Discount Notes", "Foreign Currency Notes" and "Currency
Indexed Notes and Other Indexed Notes" below.
ORIGINAL ISSUE DISCOUNT NOTES
The following summary is generally based upon the Treasury Regulations
concerning the treatment of debt instruments issued with original issue discount
(the "OID Regulations"). Under the OID Regulations, a Note that is issued for an
amount less than its stated redemption price at maturity will generally be
considered to have been issued at an original issue discount. The issue price of
a Note is equal to the first price at which a substantial amount of such Notes
is sold (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers). The stated redemption
price at maturity of a Note is generally equal to the sum of all payments to be
made on such Note other than "qualified stated interest" payments. "Qualified
stated interest" is defined as stated interest unconditionally payable (or that
will be constructively received under Section 451 of the Code) in cash or
property (other than debt instruments of the issuer) at least annually at a
single fixed rate, a single qualified floating rate, or a single "objective
rate," provided that the single rate appropriately takes into account the length
of interval between payments.
Under the OID Regulations, Variable Rate Notes are subject to special
rules. Subject to certain exceptions, a variable rate of interest is a
"qualified floating rate" if variations in the value of the rate can reasonably
be expected to measure contemporaneous fluctuations in the cost of newly
borrowed funds in the currency in which the Note is denominated. A variable rate
will be considered a qualified floating rate if the variable rate equals (i) the
product of an otherwise qualified floating rate and a fixed multiple (i.e., a
Spread Multiplier) that is greater than zero but not more than 1.35 or (ii) an
otherwise qualified floating rate (or the product described in clause (i)) plus
or minus a fixed rate (i.e., a Spread). If the variable rate equals the product
of an otherwise qualified floating rate and a single fixed multiplier greater
than 1.35, however, such rate generally constitutes an "objective rate,"
described more fully below. A variable rate will not be considered a qualified
floating rate if the variable rate is subject to a cap, floor, governor (i.e., a
restriction on the amount of increase or decrease in the stated interest rate)
or similar restriction that is reasonably expected as of the issue date to cause
the yield on the Note to be significantly more or less than the expected yield
determined without the restriction (other than a cap, floor or governor that is
fixed throughout the term of the Note).
Subject to certain exceptions, an "objective rate" is defined as a rate
(other than a qualified floating rate) that is determined using a single fixed
formula and that is based on (i) one or more qualified floating rates, (ii) one
or more rates where each rate would be a qualified floating rate for a Note
denominated in a currency other than the currency in which the Note is
denominated, (iii) the yield or changes in the price of one or more items of
personal property (other than stock or debt of the Company or a related party)
that is "actively traded," or (iv) a combination of the rates described in
clauses (i), (ii) and (iii) of this sentence. A variable rate of interest on a
Note will not be considered an objective rate if it is reasonably expected that
the average value of the rate during the first half of the Note's term will be
either significantly less than or significantly greater than the average value
of the rate during the final half of the Note's term.
If interest on a Note is stated at a fixed rate for an initial period
of less than one year (e.g., an Initial Interest Rate) followed by a variable
rate that is either a qualified floating rate or an objective rate for a
subsequent period, and the value of the variable rate on the issue date is
intended to approximate the fixed rate, the fixed rate and the variable rate
together constitute a single qualified floating rate or objective rate. If a
Floating Rate Note provides for two or more qualified floating rates that can
reasonably be expected to have approximately the same values throughout the term
of the Note, the qualified floating rates together constitute a single qualified
floating rate. Two or more rates will be conclusively presumed to meet the
requirements of the preceding sentences if the values of the applicable rates on
the issue date are within 1/4 of 1 percent of each other. In addition, in order
to be treated as qualified stated interest (rather than contingent payments, as
discussed below), the qualified floating rate or objective rate in effect at a
given time for a Note must be set at a value of that rate on any day that is no
earlier than three months prior to the first day on which that value is in
effect and no later than one year following that first day.
Special tax considerations (including possible original issue discount)
may arise with respect to Notes which provide for interest at (i) more than one
qualified floating rate, (ii) a single fixed rate and one or more qualified
floating rates, or (iii) in certain cases a single fixed rate and a single
objective rate. In the event Notes of this type are issued, the United States
Federal income tax consequences to purchasers and holders thereof will be
discussed in the applicable Pricing Supplement. Purchasers of such Notes should
carefully examine the Pricing Supplement and should consult their tax advisors
regarding the purchase, ownership and disposition of such Notes.
Notwithstanding the general definition of original issue discount
above, a Note will not be considered to have been issued with an original issue
discount if the amount of such original issue discount is less than a DE MINIMIS
amount equal to 0.25% of the stated redemption price at maturity multiplied by
the number of complete years to maturity (or, in the case of a Note providing
for payments prior to maturity of amounts included in its stated redemption
price at maturity, the weighted average maturity). Holders of Notes with a DE
MINIMIS amount of original issue discount will include such original issue
discount in income, as capital gain, on a pro rata basis as principal payments
are made on the Note.
A U.S. Holder of an Original Issue Discount Note (other than certain
U.S. Holders of Short-Term Original Issue Discount Notes, as defined below) will
be required to include qualified stated interest in income at the time it is
received or accrued in accordance with such U.S. Holder's method of accounting.
A U.S. Holder of an Original Issue Discount Note that matures more than
one year from its date of issuance will be required to include original issue
discount in income as it accrues, in accordance with a constant yield method
based on a compounding of interest, before the receipt of cash payments
attributable to such income. The amount of original issue discount includable in
income is equal to the sum of the "daily portions" of the original issue
discount for each day during the taxable year on which the U.S. Holder held such
Note. The "daily portion" is the original issue discount for the "accrual
period" that is allocated ratably to each day in the accrual period. The
original issue discount for an accrual period is equal to the excess, if any, of
(a) the product of the "adjusted issue price" of an Original Issue Discount Note
at the beginning of such accrual period and its "yield to maturity" over (b) the
amount of any qualified stated interest allocable to the accrual period. The
"accrual period" is the interval (not to exceed one year) that ends no later
than the date of any scheduled payment of principal or interest. The Company
will specify the accrual period it intends to use in the applicable Pricing
Supplement but a U.S. Holder is not required to use the same accrual period for
purposes of determining the amount of original issue discount includable in its
income for a taxable year. The adjusted issue price of a Note at the beginning
of an accrual period is equal to the issue price of such Note, increased by the
aggregate amount of original issue discount with respect to such Note that
accrued in prior accrual periods, and reduced by the amount of any payment on
the Note in prior accrual periods of amounts other than a payment of qualified
stated interest. Under these rules, U.S. Holder's generally will have to include
in income increasingly greater amounts of original issue discount in successive
accrual periods.
Under the OID Regulations, a U.S. Holder may make an election (the
"Constant Yield Election") to include in gross income its entire return on a
Note (i.e., the excess of all remaining payments to be received on the Note over
the amount paid for the Note by such Holder) in accordance with a constant yield
method based on the compounding of interest. Special rules apply to elections
made with respect to Notes with amortizable bond premium or market discount and
U.S. Holders considering such an election should consult their own tax advisor.
In general, a cash method U.S. Holder of an Original Issue Discount
Note that matures one year or less from its date of issuance (a "Short-Term
Original Issue Discount Note") is not required to accrue original issue discount
on such Note for United States Federal income tax purposes unless it elects to
do so. U.S. Holders who make such an election, U.S. Holders who report income
for United States Federal income tax purposes on the accrual method and certain
other U.S. Holders, including banks and dealers in securities, are required to
include original issue discount in income on such Short-Term Original Issue
Discount Notes as it accrues on a straight-line basis, unless an election is
made to use the constant yield method (based on a daily compounding). In the
case of a U.S. Holder who is not required and does not elect to include original
issue discount in income currently, any gain realized on the sale, exchange or
redemption of the Short-Term Original Issue Discount Note will be ordinary
income to the extent of the original issue discount accrued. In addition, such
U.S. Holder will be required to defer deductions for any interest paid on
indebtedness incurred to purchase or carry Short-Term Original Issue Discount
Notes in an amount not exceeding the deferred interest income, until such
deferred interest income is recognized.
Certain Notes may be redeemable at the option of the Company prior to
the Maturity Date, or repayable at the option of the U.S. Holder prior to the
Maturity Date. Notes containing such features may be subject to rules that
differ from the general rules discussed above. U.S. Holders intending to
purchase Notes with any such features should carefully examine the applicable
Pricing Supplement and should consult with their own tax advisors with respect
to such features, since the tax consequences with respect to original issue
discount will depend, in part, on the particular terms and the particular
features of the purchased Note.
MARKET DISCOUNT AND PREMIUM
If a U.S. Holder purchases a Note for an amount less than its stated
redemption price at maturity, or in the case of an Original Issue Discount Note,
its adjusted issue price, the amount of the difference will be treated as
"market discount," unless such excess is less than a specified DE MINIMIS
amount.
In general, market discount will be considered to accrue ratably during
the period from the date of acquisition to the maturity date of the Note, unless
the Holder elects (on a Note by Note basis) to accrue on the basis of a constant
interest rate. Any gain recognized on the retirement or disposition of a Market
Discount Note will be treated as ordinary income to the extent that such gain
does not exceed the accrued market discount on such Note. Alternatively, a
Holder may elect to include market discount in income currently as it accrued
(on either a ratable or constant interest rate basis). Such election shall apply
to all debt instruments with market discount acquired by the electing Holder
during that taxable year and all subsequent years. Absent such an election, a
Holder may be required to defer the deduction of all or a portion of the
interest paid or accrued on any indebtedness incurred or maintained to purchase
or carry such Note until the maturity or disposition of such Note.
If a U.S. Holder purchases a Note for an amount that is
greater than the stated redemption price at maturity, such Holder will be
considered to have purchased such Note with "amortizable bond premium" equal in
amount to such excess, and generally will not be required to include any
original issue discount in income. A U.S. Holder may elect (in accordance with
applicable Code provisions) to amortize such premium, using a constant yield
method, over the remaining term of the Note (where such Note is not callable
prior to its maturity date). If such Note may be called prior to maturity after
the U.S. Holder has acquired it, the amount of amortizable bond premium is
determined with reference to either the amount payable on maturity or, if it
results in a smaller premium, attributable to the period through the earlier
call date with reference to the amount payable on the earlier call date. A U.S.
Holder who elects to amortize bond premium must reduce his tax basis in the Note
by the amount of the premium amortized in any year. An election to amortize bond
premium applies to all taxable debt obligations then owned and thereafter
acquired by the U.S. Holder and may be revoked only with the consent of the
Internal Revenue Service.
An Original Issue Discount Note purchased for an amount that is greater
than its adjusted issue price, but less than or equal to the sum of all amounts
payable on the Note (other than qualified stated interest), will be considered
to have been purchased at an "acquisition premium." A U.S. Holder will reduce
the amount of original issue discount which such Holder includes in income for
any taxable year by the fraction, the numerator of which is the excess of the
cost of the Note over its adjusted issue price and denominator of which is the
excess of the sum of all amounts payable on the Note after the purchase date
(other than qualified stated interest) over the adjusted issue price.
SALE, EXCHANGE OR REDEMPTION OF THE NOTES
Upon the sale, exchange or redemption of a Note, a U.S. Holder will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or redemption (except to the extent such amount
is attributable to accrued and unpaid interest) and the U.S. Holder's adjusted
tax basis in the Note. A U.S. Holder's adjusted tax basis in a Note will
generally be the U.S. dollar cost of the Note to such U.S. Holder, increased by
the amount of any original issue discount previously included in income by the
U.S. Holder with respect to such Note and reduced by any amortized premium and
any principal payments received by the U.S. Holder and, in the case of an
Original Issue Discount Note, by the amounts of any other payments that do not
constitute qualified stated interest.
In general, gain or loss realized on the sale, exchange or redemption
of a Note will be capital gain or loss (except in the case of a Short-Term
Original Issue Discount Note, to the extent of any original issue discount not
previously included in such U.S. Holder's taxable income), and will be long-term
capital gain or loss if at the time of sale, exchange or redemption, the Note
has been held for more than one year. Under current law, the excess of net
long-term net capital gains over net short-term capital losses is taxed at a
lower rate than ordinary income for certain non-corporate taxpayers. The
distinction between capital gain or loss is also relevant for purposes of, among
other things, limitations on the deductibility of capital losses.
SUBSEQUENT INTEREST PERIODS AND EXTENSIONS OF MATURITY
If so specified in the applicable Pricing Supplement relating to a
Note, the Company may have the option (a) to reset the interest rate, in the
case of a Fixed Rate Note, or to reset the Spread and/or the Spread Multiplier,
in the case of a Floating Rate Note and/or (b) to extend the Maturity of such
Note. See "Description of Notes---Subsequent Interest Periods" and "Description
of Notes--- Extension of Maturity." These type of Notes may be subject to
special rules for determining interest income or gain or loss. A description of
the United States Federal income tax consequences to a U.S. Holder of these
Notes will be contained in the applicable Pricing Supplement.
<PAGE>
FOREIGN CURRENCY NOTES
The United States Federal income tax consequences to a U.S. Holder of
the ownership and disposition of Notes that are denominated in, or provide for
payments determined by reference to, a currency or currency unit other than the
United States dollar ("Foreign Currency Notes") will be summarized in the
applicable Pricing Supplement.
NOTES LINKED TO COMMODITIES, SECURITIES, INDEXES OR OTHER FACTORS
The United States Federal income tax consequences to a U.S. Holder of
the ownership and disposition of Notes that have principal or interest
determined by reference to one or more specified commodity prices, securities,
equity or commodity indices or other factors will vary depending on the exact
terms of the Notes and related factors. Notes containing any of such features
may be subject to rules that differ from the general rules discussed above. U.S.
Holders intending to purchase such Notes should refer to the discussion relating
to taxation in the applicable Pricing Supplement.
NOTES SUBJECT TO CONTINGENCIES
The Treasury has proposed new regulations concerning the proper
treatment of contingent payment debt instruments. The proposed effective date of
the regulations is 60 days after the date the regulations are finalized. Notes
containing contingent payments may be subject to rules that differ from those
described above, or presently proposed in the proposed regulations. A
description of the proposed treatment of contingent Notes will be summarized in
the applicable Pricing Supplement.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest (including original issue
discount) on a Note, and to payments of proceeds of the sale or redemption of a
Note, to certain non-corporate U.S. Holders. The Company, its agent, a broker,
the relevant Trustee or any paying agent, as the case may be, will be required
to withhold from any payment a tax equal to 31 percent of such payment if the
U.S. Holder fails to furnish or certify his correct taxpayer identification
number (social security number or employer identification number) to the payor
in the manner required, fails to certify that such U.S. Holder is not subject to
backup withholding, or otherwise fails to comply with the applicable
requirements of the backup withholding rules. Certain holders (including, among
others, U.S. corporations and persons who are not U.S. persons) are not subject
to the backup withholding and reporting requirements. Any amounts withheld under
the backup withholding rules from a payment to a holder may be credited against
such holder's United States Federal income tax and may entitle such holder to a
refund, provided that the required information is furnished to the United States
Internal Revenue Service.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF
THE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
CERTAIN COVENANTS AS TO LIENS
The only financial covenant applicable to the Notes is that described
below. That covenant requires that the Notes 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 Company will covenant in the Notes that so long as any of the Notes
remain outstanding, it will not pledge or otherwise subject to any lien any of
its property or assets unless the Notes are secured by such pledge 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 to 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 (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 12.01 of the Indenture.)
<PAGE>
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of the Notes at the time outstanding under the Indenture, to
modify the Indenture or any supplemental indenture or the rights of the holders
of the Notes; provided that no such modification shall (i) change the fixed
maturity of any such Note, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, without the consent of
the holder of each such Note so affected or (ii) reduce the aforesaid percentage
of Notes of any series outstanding under the Indenture, the consent of the
holders of which is required for any such modification, without the consent of
the holders of all Notes then outstanding under the Indenture. (Section 10.02 of
the Indenture.)
EVENTS OF DEFAULT
An Event of Default with respect to the Notes is defined in the
Indenture as being: (a) default in payment of any principal of, or premium, if
any, on, the Notes; (b) default for 30 days in payment of any interest on any of
the Notes; (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.)
In case an Event of Default shall occur and be continuing with respect
to the Notes, the Trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may declare the principal amount
of the Notes to be due and payable. Any Event of Default with respect to the
Notes may be waived by the holders of a majority in aggregate principal amount
of the outstanding Notes except in a case of failure to pay principal of or
interest on such Notes for which payment had not been subsequently made.
(Section 6.06 of the Indenture). The Company is required to file with the
Trustee annually a certificate as to the absence of certain defaults under the
terms of the Indenture. (Section 11.04 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
Noteholders, unless such Noteholders 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 Notes 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.)
<PAGE>
CONCERNING THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture. Citibank, N.A. 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. It is also one of the investment managers of the pension
trust funds established by General Motors Corporation. As trustee of various
trusts, it has purchased securities of the Company and certain of its
affiliates.
CONCERNING THE PAYING AGENTS
The Company shall maintain one or more Paying Agents for the payment of
the principal of, premium, if any, and interest, if any, on, the Notes. Section
4.02 of the Indenture.) The Company has initially appointed Citibank, N.A. as
the Company's Paying Agent for the Notes.
PLAN OF DISTRIBUTION
Under the terms of Selling Agent Agreements, each dated as of October
___, 1995, the Notes are offered on a continuing basis by the Company through
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon
Brothers Inc, Morgan Stanley & Co. Incorporated, Lehman Brothers, Lehman
Brothers Inc., J. P. Morgan Securities Inc., Bear, Stearns & Co. Inc. and UBS
Securities Inc., who have agreed to use their reasonable best efforts to solicit
purchases of the Notes. The Company may appoint additional Agents to solicit
sales of the Notes; provided, however, that any such solicitation and sale of
the Notes shall be on the same terms and conditions to which the Agents have
agreed. In addition, the Company may arrange for the Notes to be sold through
other agents, dealers or underwriters. The Company may sell Notes directly to
investors on its own behalf. The Company will pay each Agent a commission in the
form of a discount ranging from .05% to .60% of the initial offering price of
each Note sold through such Agent, depending upon the Maturity Date thereof. No
commission will be payable to the Agents on Notes sold directly to purchasers by
the Company. The Company will have the sole right to accept offers to purchase
Notes and may reject any proposed purchase of Notes in whole or in part, whether
placed directly with the Company or through an Agent. Each Agent will have the
right, in its discretion reasonably exercised, to reject any proposed purchase
of Notes in whole or in part. The Company reserves the right to withdraw, cancel
or modify the offer without notice.
The Company may also sell Notes to an Agent as principal for its own
account at a discount equal to the commission applicable to any agency sale of a
Note of identical maturity, unless otherwise specified in the applicable Pricing
Supplement. Such Notes may be resold to one or more investors and other
purchasers at varying prices relating to prevailing market prices at the time of
resale as determined by the Agent or, if so specified in an applicable Pricing
Supplement, for resale at a fixed public offering price. In addition, the Agents
may offer the Notes they have purchased as principal to other dealers. The
Agents may sell Notes to any dealer at a discount and, unless otherwise
specified in the applicable Pricing Supplement, such discount allowed to any
dealer will not, during the distribution of the Notes, be in excess of the
discount to be received by such Agent from the Company. After the initial public
offering of Notes to be resold by an Agent to investors and other purchasers,
the public offering price (in the case of Notes to be resold at a fixed public
offering price), concession and discount may be changed.
Each Agent may be deemed to be an "underwriter" within the meaning of
the Securities Act. The Company has agreed to indemnify the Agents against
certain liabilities, including liabilities under the Securities Act.
No Note will have an established trading market when issued. The
Company does not intend to apply for the listing of the Notes on any securities
exchange, but has been advised by the Agents that the Agents intend to make a
market in the Notes as permitted by applicable laws and regulations. The Agents
are not obligated to do so, however, and the Agents may discontinue making a
market at any time without notice. No assurance can be given as to the liquidity
of any trading market for any Notes.
Unless other specified in the applicable Pricing Supplement, the
minimum maturity of Notes denominated in Yen shall be one year and the minimum
denomination for Notes denominated in Yen shall be Yen 1,000,000.
No Notes denominated in Yen shall be sold without the specific
approval of the Japanese Ministry of Finance, except for single currency
Notes repayable at their non-variable principal or redemption amount and
bearing interest at a fixed rate or by reference to Yen LIBOR (plus or minus a
margin) and structured Notes, such as Nikkei-linked and DAX-linked issues,
in each case which are already permittedby the Japanese Ministry of Finance.
------------------
John G. Smale and Dennis Weatherstone, directors of J. P.
Morgan & Co. Incorporated, of which J. P.Morgan Securities Inc. is an
indirect, wholly-owned subsidiary, are directors of General Motors
Corporation. In addition, John G. Smale is Chairman of the Board of General
Motors Corporation. In the ordinary course of their respective businesses,
affiliates of the Agents have engaged, and will in the future engage, in
commercial banking and investment banking transactions with the Company and
certain of its affiliates.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the
Company by Martin I. Darvick, Esq., Assistant General Counsel of the Company,
and for the Agents by Davis Polk & Wardwell. Mr. Darvick owns shares and holds
options to purchase shares of General Motors Corporation $1-2/3 par value common
stock. 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 to the Company and certain of its affiliates in various matters.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, Detroit, Michigan 48243, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon such report given upon the authority of Deloitte & Touche LLP
as experts in accounting and auditing.
<PAGE>
GMAC FINANCIAL SERVICES
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the Registration Statement:
Securities and Exchange Commission registration fee..... $1,788,695
Blue Sky filing and counsel fees........................ 25,000
Fees and expenses of Trustee............................ 5,000
Printing and engraving Notes............................ 5,000
Printing Registration Statement, Prospectus
and other documents............................... 40,000
Accountants' fees ..................................... 15,000
Rating Agencies' fees ................................ 150,000
Miscellaneous expenses................................ 471,305
--------
Total.............................................. $2,500,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under sections 7015 and 7018-7023 of the New York Banking Law the
Company may or shall, subject to various exceptions and limitations, indemnify
its directors or officers and may purchase and maintain insurance as follows:
a. If a director or officer is made or threatened to be a party to an
action by or in the right of the Company to procure a judgment in its favor, by
reason of the fact that he is or was a director or officer of the Company or is
or was serving at the request of the Company as a director or officer of some
other enterprise (including, without limitation, an employee benefit plan), the
Company may indemnify him against amounts paid in settlement and reasonable
expenses, including attorney's fees, incurred in the defense or settlement of
such action or an appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in (or, in the case of
service for any other enterprise, not opposed to) the best interests of the
Company, except that no indemnification is available under such statutory
provisions in respect of a threatened action or a pending action which is
settled or otherwise disposed of, or any claim or issue or matter as to which
such person is found liable to the Company, unless in each such case a court
determines that such person is fairly and reasonably entitled to indemnity for
such amount as the court deems proper.
b. With respect to any action or proceeding other than one by or in the
right of the Company to procure a judgment in its favor, if a director or
officer is made or threatened to be made a party by reason of the fact that he
was a director or officer of the Company, or served some other enterprise
(including, without limitation, an employee benefit plan) at the request of the
Company, the Company may indemnify him against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees, incurred as a
result of such action or proceeding or an appeal therein, if he acted in good
faith for a purpose which he reasonably believed to be in (or, in the case of
service for any other enterprise, not opposed to) the best interests of the
Company and, in criminal actions or proceedings, in addition, had no reasonable
cause to believe that his conduct was unlawful.
c. A director or officer who has been wholly successful, on the
merits or otherwise, in the defense of a civil or criminal action or
proceeding of the character described in paragraphs a. or b. above,
shall be entitled to indemnification as authorized in such paragraphs.
d. The Company may purchase and maintain insurance to indemnify
directors and officers in instances in which they may not otherwise be
indemnified by the Company under the provisions of the Banking Law, provided
that the contract of insurance provides for a retention amount and for
co-insurance, except that no such insurance may provide for any payment, other
than cost of defense, to or on behalf of any director or officer if a judgment
or other final adjudication adverse to such director or officer establishes that
his acts of active and deliberate dishonesty were material to the cause of
action so adjudicated or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled.
The foregoing statement is subject to the detailed provisions of
sections 7015 and 7018-7023 of the New York Banking Law.
As a subsidiary of General Motors Corporation, the Company is insured
against liabilities which it may incur by reason of the foregoing provisions of
the New York Banking Law and directors and officers of the Company are insured
against some liabilities which might arise out of their employment and not be
subject to indemnification under said Banking Law.
Pursuant to resolutions adopted by the Board of Directors of General
Motors Corporation, that company to the fullest extent permissible under law
will indemnify, and has purchased insurance on behalf of, directors or officers
of the Company, or any of them, who incur or are threatened with personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974 or any amendatory or comparable legislation or regulation thereunder.
<PAGE>
ITEM 16. EXHIBITS.
1. Form of Selling Agent Agreement.
*4. Indenture, dated as of December 1, 1993, between the Company and
Citibank, N.A., Trustee.
*4(a)(1) Form of Medium-Term Note (Semi-Annual) in global form included in
Exhibit 4.
*4(a)(2) Form of Medium-Term Note (Annual) in global form included in
Exhibit 4.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company.
8 Opinion and consent of tax counsel.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Citibank, N.A.
99 Underwriter representations of compliance with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.
*Incorporated by reference from Registration No. 33-51381 dated
December 9, 1993.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; provided, however, that the undertakings set
forth in paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the Company
pursuant to the provisions discussed in Item 15 above, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director or officer of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director or officer in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,the registrant,
General Motors Acceptance Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing Form S-3
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Detroit, and State
of Michigan, on the 17th day of October, 1995.
<PAGE>
GENERAL MOTORS ACCEPTANCE CORPORATION
s/ J. Michael Losh
----------------------------------------
(J. Michael Losh, Chairman of the Board)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 17, 1995 by the following
persons in the capacities indicated.
SIGNATURE TITLE
s/ J. Michael Losh
- -------------------------
(J. Michael Losh) Chairman of
the Board
and Director
s/ John R. Rines
- -------------------------
(John R. Rines) President and
Director
s/ John D. Finnegan
- -------------------------
(John D. Finnegan) Executive Vice President
and Director
(Chief Financial Officer)
s/ Gerald E. Gross
- ------------------------- Comptroller
(Gerald E. Gross) (Chief Accounting Officer)
s/ Richard J. S. Clout
- ------------------------- Executive Vice
(Richard J. S. Clout) President and Director
<PAGE>
s/ John E. Gibson
- ------------------------- Executive Vice
(John E. Gibson) President and Director
s/ Leon J. Krain
- ----------------------- Director
(Leon J. Krain)
s/ Heidi Kunz
- ------------------------- Director
(Heidi Kunz)
s/ Harry J. Pearce
- ------------------------- Director
(Harry J. Pearce)
s/ W. Allen Reed
- ------------------------- Director
(W. Allen Reed)
s/ John F. Smith, Jr.
- ------------------------- Director
(John F. Smith, Jr.)
s/ Ronald L. Zarrella
- ------------------------- Director
(Ronald L. Zarrella)
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NO.
1 Form of Selling Agent Agreement...............................
*4 Indenture, dated as of December 1, 1993, between
the Company and Citibank, N.A., Trustee.................
4(a)(1) Form of Medium-Term Note (Semi-Annual) in global form
included in Exhibit 4...................................
*4(a)(2) Form of Medium-Term Note (Annual) in global form
included in Exhibit 4...................................
5 Opinion and Consent of Martin I. Darvick, Esq.,
Assistant General Counsel of the Company................
8 Opinion and Consent of Tax Counsel......................
12 Calculation of Ratio of Earnings to Fixed Charges.......
23(a) Consent of Deloitte & Touche LLP. ......................
23(b) Consent of Counsel included in Exhibit 5................
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Citibank, N.A..
99 Underwriter representations of compliance with Rule
15c2-8 under the Securities Exchange Act of 1934,
as amended..............................................
* Incorporated by reference from Registration No. 33-51381 dated
December 9, 1993.
EXHIBIT 5
GENERAL MOTORS ACCEPTANCE CORPORATION
3031 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
October 17, 1995
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
Dear Sirs:
As Assistant General Counsel of General Motors Acceptance Corporation
(the "Company") in connection with the proposed issue and sale of your
Medium-Term Notes (the "Notes") Due Nine Months to Thirty Years from Date of
Issue pursuant to a Registration Statement filed this date, I advise that in
my opinion you have full power and authority under the laws of New York, the
State of your incorporation, and under your Restated Organization Certificate
to borrow the money and to contract the indebtedness to be evidenced by the
said Notes.
It is my further opinion that the Indenture, dated as of December 1,
1993, with Citibank, N.A., Trustee has been duly authorized, executed and
delivered and that the Notes, when duly executed and authenticated as provided
in the Indenture, issued and paid for, will be valid and legally binding
obligations of the Company in accordance with and subject to the terms thereof
and of the Indenture.
I hereby consent to the use of the foregoing opinion as Exhibit 5 of
your Registration Statement filed with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the above mentioned Notes and to the use of my name in such Registration
Statement and in the related Prospectus under the heading "Legal Opinions".
Very truly yours,
s/ Martin I. Darvick
-------------------------
Martin I. Darvick
Assistant General Counsel
EXHIBIT 8
October 17, 1995
General Motors Acceptance Corporation
3031 West Grand Boulevard
P.O. Box 33123
Detroit, MI 48232
Dear Sirs:
In connection with the General Motors Acceptance Corporation (the "Company")
Prospectus for the proposed issue and sale Medium-Term Notes due nine months
to thirty years from Date of Issue (the "Notes"), I have acted as tax counsel
to the Company, and in that capacity have furnished certain opinions to it.
I hereby confirm to you the opinion as set forth under the heading "United
States Federal Taxation" in the Prospectus covering such notes which is part
of the registration statement to which this letter is attached as an exhibit.
As indicated in the opinion, the discussion sets forth a general summary of
all material United States Federal income tax consequences of the ownership
and disposition of the Notes as applied to original holders purchasing Notes
at the issue price. Holders are advised to consult their own tax advisors
with regard to the application of the income tax laws to their particular
situations as well as any tax consequences arising under the laws of any
state, local or foreign tax jurisdiction.
I hereby consent to the filing with the Securities and Exchange Commission of
this opinion as an exhibit to the Registration Statement, as amended, and the
reference to tax counsel under the heading "United States Federal Taxation"
in the Prospectus. By providing the foregoing consent, I do not admit that
tax counsel falls within the category of persons whose consent is required
under section 7 of the Securities Act of 1933, as amended.
s/ Robert N. Deitz
------------------
Robert N. Deitz
Tax Attorney
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Six Months Ended
June 30
--------------------
1995 1994
---- ----
Consolidated net income* . . . . . . . . . $ 514.1 $ 441.0
Provision for income taxes . . . . . . . . 371.3 263.5
-------- --------
Consolidated income before income taxes. . 885.4 704.5
-------- --------
Fixed charges
Interest, debt discount and expense . 2,495.1 2,055.3
Portion of rentals representative of the
interest factor. . . . . . . . . . . 25.5 21.8
-------- --------
Total fixed charges. . . . . . . . . . . . 2,520.6 2,077.1
-------- --------
Earnings available for fixed charges . . . $3,406.0 $2,781.6
======== ========
Ratio of earnings to fixed charges . . . . 1.35 1.34
======== ========
Years Ended December 31
--------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Consolidated net income* $ 927.1 $ 981.1 $1,218.7 $1,038.2 $1,190.1
Provision for income taxes 512.7 591.7 882.3 610.0 658.3
-------- -------- -------- -------- --------
Consolidated income before
income taxes . . . . . 1,439.8 1,572.8 2,101.0 1,648.2 1,848.4
-------- -------- -------- -------- --------
Fixed Charges
Interest, debt discount
and expense . . . . . 4,230.9 4,721.2 5,828.6 6,844.7 7,965.8
Portion of rentals
representative of the
interest factor . . . 51.2 43.6 31.7 30.3 29.5
-------- -------- -------- -------- --------
Total fixed charges . . . 4,282.1 4,764.8 5,860.3 6,875.0 7,995.3
-------- -------- -------- -------- --------
Earnings available for
fixed charges . . . . . $5,721.9 $6,337.6 $7,961.3 $8,523.2 $9,843.7
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges . . . . . 1.33 1.33 1.35 1.23 1.23
======== ======== ======== ======== ========
* Before cumulative effect of accounting change of ($7.4) million in 1994,
($282.6) million in 1992 and $331.5 million in 1991.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
General Motors Acceptance Corporation
We consent to the incorporation by reference in this Registration Statement of
General Motors Acceptance Corporation on Form S-3 of our report dated January
30, 1995 appearing in the Annual Report on Form 10-K of General Motors
Acceptance Corporation for the year ended December 31, 1994, and to the
reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
October 17, 1995
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ___
________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
_______________________
GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of obligor as specified in its charter)
New York 38-0572512
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
767 FIFTH AVENUE 10153
NEW YORK, NEW YORK (Zip Code)
3044 WEST GRAND BLVD., 48202
DETROIT, MICHIGAN (Zip Code)
(Address of principal executive offices)
_______________________
MEDIUM TERM NOTES DUE FROM A MINIMUM
OF 9 MONTHS FROM DATE OF ISSUE
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
<PAGE>2
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1 - Copy of Articles of Association of the Trustee, as
now in effect. (Exhibit 1 to T-1 to Registration Statement No.
2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement
No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit
4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section
321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1
to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank,
N.A.(as of June 30, 1995 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and
existing under the laws of the United States of America, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York and
State of New York, on the 17th day of October, 1995.
CITIBANK, N.A.
By: /s/ Robert T. Kirchner
______________________
Robert T. Kirchner
Vice President
2
<PAGE>3
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N. A.
of New York in the State of New York, at the close of business on
June 30, 1995 published in response to call made by Comptroller
of the Currency, under Title 12, United States Code, Section 161,
Charter Number 1461 Comptroller of the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin $ 7,397,000
Interest-bearing balances: 9,242,000
Securities:
Held-to-maturity securities 4,013,000
Available-for-sale securities 12,199,000
Federal funds sold and
securities purchased under
agreements to resell in
domestic offices of the
bank and of its Edge and
Agreement subsidiaries,
and in IBFs: Federal
funds sold 3,468,000
Securities purchased under
agreements to resell 519,000
Loans and lease financing receivables:
Loans and leases, net of
unearned income $136,294,000
LESS: Allowance for loan and
lease losses 4,401,000
------------
Loans and leases, net of unearned
income and allowance 131,893,000
Assets held in trading accounts 33,328,000
Premises and fixed assets
(including capitalized leases) 3,463,000
Other real estate owned 1,299,000
Investments in unconsolidated
subsidiaries and associated companies 1,039,000
Customers' liability to this bank on
acceptances outstanding 1,408,000
Intangible assets 14,000
Other assets 7,825,000
------------
TOTAL ASSETS $217,107,000
============
<PAGE>4
LIABILITIES
Deposits:
In domestic offices $ 33,302,000
Noninterest-bearing $ 11,799,000
Interest-bearing 21,503,000
------------
In foreign offices, Edge and Agreement
subsidiaries, and IBFs 116,776,000
Noninterest-bearing 8,429,000
Interest-bearing 108,347,000
------------
Federal funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and of its
Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased 1,756,000
Securities sold under agreements
to repurchase 675,000
Trading liabilities 22,079,000
Other borrowed money:
With original maturity of one year
or less 8,224,000
With original maturity of more than
one year 4,321,000
Mortgage indebtedness and obligations
under capitalized leases 107,000
Bank's liability on acceptances
executed and outstanding 1,418,000
Notes and debentures subordinated
to deposits 5,700,000
Other liabilities 7,752,000
------------
TOTAL LIABILITIES $202,110,000
============
EQUITY CAPITAL
Common stock $ 751,000
Surplus 6,686,000
Undivided profits and capital reserves 7,855,000
Net unrealized holding gains (losses)
on available-for-sale securities 246,000
Cumulative foreign currency translation
adjustments (541,000)
------------
TOTAL EQUITY CAPITAL $ 14,997,000
------------
TOTAL LIABILITIES AND EQUITY CAPITAL $217,107,000
============
I, Roger W. Trupin, Controller of the above-named bank do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
ROGER W. TRUPIN
We, the undersigned directors, attest to the correctness of this
Report of Condition. We declare that it has been examined by us, and to the
best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
CHRISTOPHER J. STEFFEN
WILLIAM R. RHODES
PAUL J. COLLINS Directors
EXHIBIT 99
Merrill Lynch
Pierce, Fenner & Smith Inc.
World Financial Center
North Tower
New York, New York 10281-1323
212 449 1000
MERRILL LYNCH
October 16, 1995
We confirm that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a dealer in the General Motors Acceptance Corporation Medium
Term Note Program (the "Program"), has acted in compliance with Rule 15c2-8
(the "Rule") under the Securities Exchange Act of 1934, as amended, solely to
the extent the Rule is applicable in the offering of Medium Term Notes under
the Program.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
s/ Scott G. Primrose
---------------------
Name: Scott G. Primrose
Title: Authorized Signatory
<PAGE>
<PAGE>2
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
212-783-7000
------------------
SALOMON BROTHERS
------------------
October 17, 1995
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, Michigan 48202
Attention: Elizabeth McGrail
RE: U.S. $10,000,000,000 Medium-Term Notes
Registration Statement on Form S-3
File No.: 33-
Dear Ms. McGrail:
Salomon Brothers Inc, as dealer in the General Motors Acceptance Corporation
Medium-Term Note Program ("the Program"), has acted in compliance with Rule
15c2-8 (the "Rule") under the Securities Exchange Act of 1934, as amended,
solely to the extent the Rule is applicable in the offering of Medium-Term
Notes under the Program.
Yours truly,
s/ Pamela Kendall
- -----------------
Pamela Kendall
Vice President
<PAGE>
<PAGE>3
UBS SECURITIES INC.
October 17, 1995
We confirm that UBS Securities Inc., a dealer in the General Motors Acceptance
Corporation Medium Term Note Program (the "Program"), will act in compliance
with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of 1934, as
amended, solely to the extent the Rule is applicable in the offering of Medium
Term Notes under the Program.
Sincerely yours,
s/ Richard M. Messina
----------------------
Richard W. Messina
Vice President
299 Park Avenue, New York, N.Y. 10171-0026
(212)821-4000, Cable Address: Ubasecur<PAGE>
<PAGE>4
MORGAN STANLEY
MORGAN STANLEY & CO.
INCORPORATED
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 703-4000
October 16, 1995
Liz McGrail
Senior Analyst
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, Michigan 48202
Dear Liz:
This letter is to confirm that Morgan Stanley & Co. Incorporated, a
dealer in the General Motors Acceptance Corporation Medium-Term Note Program
(the "Program"), has acted in compliance with Rule 15c2-8 (the "Rule") under
the Securities Exchange Act of 1934, as amended, solely to the extent the Rule
is applicable in the offering of Medium-Term Notes under the program.
Please do not hesitate to call either myself on (212) 296-6940 or Mike
Fusco on (212) 296-6832 if you have any questions.
Best regards,
s/ William H. White
-------------------
William H. White
<PAGE>
<PAGE>5
LEHMAN BROTHERS
October 17, 1995
Ms. Liz McGrail
General Motors Acceptance Corporation
3031 West Grand Boulevard
Detroit, MI 48202
Dear Liz,
We confirm that Lehman Brothers Inc., a dealer in the General Motors
Acceptance Corporation Medium Term Note Program (the "Program"), has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934, as amended, solely to the extent the Rule is applicable in the offering
of Medium Term Notes under the Program.
Sincerely,
s/ LEHMAN BROTHERS INC.
- -----------------------
LEHMAN BROTHERS INC.
LEHMAN BROTHERS INC.
<PAGE>
<PAGE>6
J.P. MORGAN
J.P. Morgan Securities Inc.
60 Wall Street
New York NY
10260-0060
October 16, 1995
General Motors Acceptance Corporation
3031 West Grand Boulevard
Detroit, Michigan 48202
Dear Liz McGrail:
We confirm that J.P. Morgan Securities Inc., a dealer in the General Motors
Acceptance Corporation Medium Term Note Program (the "Program"), has acted in
compliance and will continue to act in compliance with Rule 15c2-8 (the
"Rule") under the Securities Exchange Act of 1934, as amended, solely to the
extent the Rule is applicable in the offering of Medium Term Notes under the
Program.
Very truly yours,
s/ Maria Sramek
- ----------------
Maria Sramek
Vice President
<PAGE>
<PAGE>7
BEAR STEARNS
BEAR, STEARNS, & CO. INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
ATLANTA * BOSTON
CHICAGO * DALLAS * LOS ANGELES
NEW YORK * SAN FRANCISCO
AMSTERDAM * GENEVA * HONG KONG
LONDON * PARIS * TOKYO
October 16, 1995
Ms. Liz McGrail
General Motors Acceptance Corporation
3031 West Grand Boulevard
Detroit, Michigan 48202
Dear Liz:
We confirm that Bear, Stearns & Co. Inc., a dealer in the General Motors
Acceptance Corporation Medium Term Note Program (the "Program"), has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934, as amended, solely to the extent the Rule is applicable in the offering
of Medium Term Notes under the Program.
Sincerely,
s/ Timothy A. O'Neill
- ----------------------
Timothy A. O'Neill
Senior Managing Director
Exhibit 1
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
SELLING AGENT AGREEMENT
October ___, 1995
[Name and address of Agent]
Dear Sirs:
General Motors Acceptance Corporation, a New York corporation (the
"Company"), proposes to issue and sell its Medium-Term Notes Due from Nine
Months to Thirty Years from Date of Issue (the "Notes") to be issued pursuant to
the provisions of an Indenture dated as of December 1, 1993, as supplemented
from time to time, between the Company and Citibank, N.A., as Trustee (the
"Indenture"). The terms of the Notes are described in the Prospectus referred to
below.
Subject to the terms and conditions contained in this Selling Agent
Agreement (the "Agreement"), the Company hereby (1) appoints you as agent of the
Company ("Agent") for the purpose of soliciting purchases of the Notes from the
Company and you hereby agree to use your reasonable best efforts to solicit
offers to purchase Notes upon terms acceptable to the Company at such times and
in such amounts as the Company shall from time to time specify and in accordance
with the terms hereof, but the Company reserves the right to sell Notes directly
on its own behalf and, upon notice to you, to enter into agreements
substantially identical hereto with other agents and (2) agrees that whenever
the Company determines to sell Notes directly to you as principal for resale to
others, it will enter into a Terms Agreement relating to such sale in accordance
with the provisions of Section V hereof.
I.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Notes and the offering
thereof, from time to time, in accordance with Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"). (Pursuant to Rule 429 under the
Securities Act, the Prospectus included in that registration statement also
relates to securities registered on registration statement No. 33-55799.) Each
such registration statement has been declared effective by the Commission, and
the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). Such registration statement and the
prospectus filed pursuant to Rule 424 under the Securities Act, including all
documents incorporated therein by reference, as from time to time amended or
supplemented, including any Pricing Supplement, are referred to herein as the
"Registration Statement" and the "Prospectus," respectively.
II.
Your obligations hereunder are subject to the following conditions, each
of which shall be met on such date as you and the Company shall subsequently fix
for the commencement of your obligations hereunder (the "Commencement Date"):
(a)(i) No litigation or proceeding shall be threatened or pending to
restrain or enjoin the issuance or delivery of the Notes, or which in any way
questions or affects the validity of the Notes and (ii) no stop order suspending
the effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
Commission and there shall have been no material adverse change not in the
ordinary course of business in the consolidated financial condition of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus; and you shall have received on the
Commencement Date a certificate dated such Commencement Date and signed by an
executive officer of the Company to the foregoing effect. The officer making
such certificate may rely upon the best of his knowledge as to proceedings
threatened.
(b) You shall have received a favorable opinion of Martin I. Darvick,
Esquire, Assistant General Counsel ("Counsel") of the Company, dated such
Commencement Date, to the effect that (i) the Company has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the State of New York and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its business or
the ownership of its property requires such qualification; (ii) the Indenture
has been duly authorized, executed and delivered by the Company and is a legal,
valid, binding and enforceable agreement of the Company and has been duly
qualified under the Trust Indenture Act; (iii) the issuance and sale of the
Notes has been duly authorized and the Notes, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and paid for by
the purchasers, will be entitled to the benefits of the Indenture and will be
legal, valid, binding and enforceable obligations of the Company; (iv) this
Agreement has been duly authorized, executed and delivered by the Company and is
a legal, valid, binding and enforceable obligation of the Company, provided that
Counsel's opinions in (ii), (iii) and (iv) hereof are subject as to enforcement
to the laws of bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles and that rights to indemnity hereunder may be limited by applicable
law in the United States; (v) no authorization, consent or approval of, or
registration or filing with, any governmental or public body or regulatory
authority in the United States is required on the part of the Company for the
issuance of the Notes in accordance with the Indenture or the sale of the Notes
in accordance with this Agreement other than the registration of the Notes under
the Securities Act, qualification of the Indenture under the Trust Indenture Act
and compliance with the securities or Blue Sky laws of various jurisdictions;
(vi) the execution and delivery of the Indenture, the issuance of the Notes in
accordance with the Indenture and the sale of the Notes pursuant to this
Agreement do not and will not contravene any provision of applicable law or
result in any violation by the Company of any of the terms or provisions of the
Restated Organization Certificate or By-Laws of the Company, or any indenture,
mortgage or other agreement or instrument known to Counsel by which the Company
is bound; (vii) the statements in the Prospectus under "Description of Notes"
and "Plan of Distribution," insofar as such statements constitute a summary of
the documents or proceedings referred to therein, fairly present the information
called for with respect to such documents and proceedings; and (viii) Counsel
(1) is of the opinion that each document, if any, filed pursuant to the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") (except as to
financial statements contained therein, as to which Counsel need not express any
opinion) and incorporated by reference in the Prospectus complied when so filed
as to form in all material respects with the Exchange Act and the rules and
regulations thereunder, (2) is of the opinion that the Registration Statement
and Prospectus, as amended or supplemented, if applicable (except as to
financial statements contained therein, as to which Counsel need not express any
opinion), comply as to form in all material respects with the Securities Act and
the rules and regulations thereunder and (3) to the best of Counsel's knowledge
(except for the financial statements contained therein, as to which Counsel need
not express any belief) the Registration Statement and the Prospectus, as
amended or supplemented, filed with the Commission pursuant to the Securities
Act together with the information incorporated therein, do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided that with
respect to (viii) above, Counsel may state that his opinion is based upon the
participation by one or more attorneys, who are members of his staff and report
to him and who participated in the preparation of the Registration Statement and
the Prospectus and the information incorporated therein by reference and review
and discussion of the contents thereof and upon his general review and
discussion of the answers made and information furnished therein with such
attorneys, certain officers of the Company and its auditors, but is without
independent check or verification except as stated therein.
(c) You shall have received on the Commencement Date a letter dated the
Commencement Date from Deloitte & Touche LLP, independent auditors, containing
statements and information of the type ordinarily included in auditors' "comfort
letters" to underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference into the
Registration Statement and the Prospectus relating to the Notes.
(d) You shall have received a favorable opinion of Davis Polk & Wardwell,
counsel for the Agents, dated such Commencement Date, to the effect set forth in
clauses (ii), (iii), (iv), (vii) and (viii)(2) and (3) of Section II(b).
If you purchase Notes as principal, your obligations hereunder and under
any Terms Agreement (as defined in Section V hereof) are subject to the
conditions that (i) no litigation or proceeding shall be threatened or pending
to restrain or enjoin the issuance or delivery of the Notes, or which in any way
questions or affects the validity of the Notes and (ii) no stop order suspending
the effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
Commission and there shall have been no material adverse change not in the
ordinary course of business in the consolidated financial condition of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus, each of which conditions shall be met
on the corresponding Settlement Date. Further, if specifically called for by any
written agreement by you to purchase Notes as principal, your obligations
hereunder and under such agreement, shall be subject to such of the additional
conditions set forth in clauses (a), as it relates to the executive officer's
certificate, and clauses (b), (c) and (d) above, as agreed to by the parties,
each of which such agreed conditions shall be met on the corresponding
Settlement Date.
III.
In further consideration of your agreements herein contained, the Company
covenants as follows:
(a) To furnish to you, without charge, a copy of (i) the Indenture, (ii)
the resolutions of the Board of Directors (or Executive Committee) of the
Company authorizing the issuance and sale of the Notes, certified by the
Secretary or Assistant Secretary of the Company as having been duly adopted,
(iii) the Registration Statement including exhibits and materials incorporated
by reference therein and (iv) as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments thereto as
you may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus (other than amendments or supplements to change interest rates), to
furnish you a copy of each such proposed amendment or supplement.
(c) To furnish you copies of each amendment to the Registration Statement
and of each amendment and supplement to the Prospectus in such quantities as you
may from time to time reasonably request; and if at any time when the delivery
of a Prospectus shall be required by law in connection with sales of any of the
Notes, either (i) any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of
a material fact, or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading or (ii) for any other reason it shall be necessary to amend
or supplement the latest Prospectus, as then amended or supplemented, or to file
under the Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Securities Act or the Exchange Act, the Company will
(A) notify you to suspend the solicitation of offers to purchase Notes and if
notified by the Company, you shall forthwith suspend such solicitation and cease
using the Prospectus as then amended or supplemented and (B) promptly prepare
and file with the Commission such document incorporated by reference in the
Prospectus or an amendment or supplement to the Registration Statement or the
Prospectus which will correct such statement or omission or effect such
compliance and will provide to you without charge a reasonable number of copies
thereof, which you shall use thereafter.
(d) To endeavor to qualify such Notes for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request and to pay all reasonable expenses (including fees and disbursements of
counsel) in connection with such qualification and in connection with the
determination of the eligibility of such Notes for investment under the laws of
such jurisdictions as you may designate, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation to do
business, or to file a general consent to service of process, in any
jurisdiction.
(e) The Company will make generally available to its security holders and
to you as soon as practicable earning statements that satisfy the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder covering twelve month periods beginning, in each case, not
later than the first day of the Company's fiscal quarter next following the
"effective date" (as defined in Rule 158 under the Securities Act) of the
Registration Statement with respect to each sale of Notes. If such fiscal
quarter is the last fiscal quarter of the Company's fiscal year, such earning
statement shall be made available not later than 90 days after the close of the
period covered thereby and in all other cases shall be made available not later
than 45 days after the close of the period covered thereby.
IV.
(a) You propose to solicit purchases of the Notes upon the terms and
conditions set forth herein and in the Prospectus and upon the terms
communicated to you from time to time by the Company. For the purpose of such
solicitation you will use the Prospectus as then amended or supplemented which
has been most recently distributed to you by the Company, and you will solicit
purchases only as permitted or contemplated thereby and herein and will solicit
purchases of the Notes only as permitted by the Securities Act and the
applicable securities laws or regulations of any jurisdiction. The Company
reserves the right, in its sole discretion, to suspend solicitation of purchases
of the Notes commencing at any time for any period of time or permanently. Upon
receipt of instructions (which may be given orally) from the Company, you will
forthwith suspend solicitation of purchases until such time as the Company has
advised you that such solicitation may be resumed.
As Agent, you are authorized to solicit orders for the Notes only in
denominations of U.S.$5,000 or more (in multiples of U.S.$1,000). All Notes
shall be sold at a purchase price equal to 100% of their principal amount plus
accrued interest, if any, unless the Company shall have authorized an offer of
Notes at a discount or premium. You are not authorized to appoint subagents or
to engage the service of any other broker or dealer in connection with the offer
or sale of the Notes. Unless otherwise instructed by the Company, you shall
communicate to the Company, orally or in writing, each offer to purchase Notes.
The Company shall have the sole right to accept offers to purchase Notes offered
through you and may reject any proposed purchase of Notes as a whole or in part.
You shall have the right, in your discretion reasonably exercised, to reject any
proposed purchase of Notes, as a whole or in part, and any such rejection shall
not be deemed a breach of your agreements contained herein. The Company agrees
to pay you a commission in the form of a discount equal to the percentages of
the initial offering price of each Note sold as Agent as set forth in Exhibit A
hereto, provided that the purchase of such Notes was solicited by you as Agent.
The Company may also sell Notes to an Agent as principal for its own account at
a discount equal to the commission applicable to any agency sale of a Note of
identical maturity, unless otherwise specified in the applicable Pricing
Supplement. Such Notes may be resold to one or more investors and other
purchasers at varying prices related to prevailing market prices at the time of
resale, as determined by such Agent, or if so agreed, at a fixed public offering
price. Without the prior approval of the Company, you may not reallow any
portion of the commission payable to you as Agent to dealers or purchasers in
connection with the offer and sale of any Notes.
(b) Procedural details relating to the issue and delivery of, and the
solicitation of purchases and payment for, the Notes are set forth in the
Administrative Procedures attached hereto as Exhibit B (the "Procedures"), as
amended from time to time. The provisions of the Procedures shall apply to all
transactions contemplated hereunder other than those made pursuant to a Terms
Agreement. You and the Company each agree to perform the respective duties and
obligations specifically provided to be performed by each in the Procedures as
amended from time to time. The Procedures may only be amended by written
agreement of the Company and you.
V.
Each sale of Notes to you as principal shall be made in accordance with
the terms of this Agreement and a separate agreement to be entered into between
us which will provide for the sale of such Notes to, and the purchase and
reoffering thereof, by you. Each such separate agreement (which may be an oral
agreement and confirmed in writing as described below between you and the
Company) is herein referred to as a "Terms Agreement." A Terms Agreement may
also specify certain provisions relating to the reoffering of such Notes by you.
Your agreement to purchase Notes pursuant to any Terms Agreement shall be deemed
to have been made on the basis of the representations, warranties and agreements
of the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement, whether oral (and confirmed in writing
which may be by facsimile transmission) or in writing, may specify, among other
things, the principal amount of Notes to be purchased by you pursuant thereto,
the interest rate or formula and maturity date or dates of such Notes, the
interest payment dates, if any, the price to be paid to the Company for such
Notes, the initial public offering price at which the Notes are proposed to be
reoffered, and the time and place of delivery of and payment for such Notes and
any other relevant terms. Unless expressly prohibited by the Company in the
Terms Agreement relating to a sale of Notes to you, you are authorized to
utilize a selling or dealer group in connection with the resale of the Notes
purchased and may reallow any portion of the discount paid to you by the
Company. Terms Agreements, each of which shall be substantially in the form of
Exhibit C hereto, or as otherwise agreed between the Company and you as
principal, may take the form of an exchange of any standard form of written
telecommunication between you and the Company.
VI.
The Company represents and warrants to you that as of each date on which
the Company accepts an offer to purchase Notes (including any purchase by you as
principal, pursuant to a Terms Agreement or otherwise), as of each date the
Company issues and sells Notes and as of each date the Registration Statement or
the Prospectus is amended or supplemented: (i) each document, if any, filed, or
to be filed, pursuant to the Exchange Act and incorporated by reference in the
Prospectus complied when so filed, or will comply, in all material respects with
such Act and the rules and regulations thereunder; (ii) the Registration
Statement (including the documents incorporated by reference therein), filed
with the Commission pursuant to the Securities Act relating to the Notes, when
it became effective, did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; (iii) each Prospectus, if any, filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all
material respects with such Act and the applicable rules and regulations
thereunder; (iv) the Registration Statement and each Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations thereunder; and
(v) the Registration Statement and each Prospectus relating to the Notes do not
and, as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The above representations and warranties shall
not apply to any statements or omissions made in the Prospectus in reliance upon
and in conformity with information furnished in writing to the Company by you
expressly for use therein. Each acceptance by the Company of an offer for the
purchase of Notes and each issuance of Notes shall be deemed an affirmation by
the Company that the foregoing representations and warranties are true and
correct at the time, as the case may be, of such acceptance or of such issuance,
in each case as though expressly made at such time. The representations,
warranties and covenants of the Company shall survive the execution and delivery
of this Agreement and the issuance and sale of the Notes.
Each time the Registration Statement shall be amended by the filing of a
post-effective amendment with the Commission, or the filing by the Company of a
Form 10-K or Form 10-Q pursuant to Section 13 of the Exchange Act, or, if so
agreed in connection with a particular transaction, the Company shall furnish
the Agents with (1) a written opinion, dated the date of such amendment, filing
(in the case of a Form 10-Q, if requested in writing), or as otherwise agreed,
of counsel to the Company, in substantially the form previously delivered under
Section II(b), but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended or supplemented at such date; (2) a
letter, dated the date of such amendment, filing, or as otherwise agreed, of
Deloitte & Touche LLP, independent auditors, in substantially the form
previously delivered under Section II(c), but modified, as necessary, to relate
to the Registration Statement and the Prospectus as amended or supplemented at
such date; and (3) a certificate, dated the date of such amendment, filing, or
as otherwise agreed and signed by an executive officer of the Company, in
substantially the form previously delivered under Section II(a), but modified,
as necessary, to relate to the Registration Statement and the Prospectus as
amended or supplemented at such date.
VII.
The Company agrees to indemnify and hold harmless you, each person, if
any, who controls (within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act) you and each of your and such person's
officers and directors against any and all losses, liabilities, costs or claims
(or actions in respect thereof) to which any of them may become subject
(including all reasonable costs of investigating, disputing or defending any
such claim or action), insofar as such losses, liabilities, costs or claims (or
actions in respect thereof) arise out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any Prospectus, or any amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading provided: (i) that the Company shall not be liable for any such loss,
liability, cost, action or claim arising from any statements or omissions made
in reliance on and in conformity with written information provided by you to the
Company expressly for use in the Registration Statement or Prospectus or any
amendment or supplement thereto; and (ii) that the Company shall not be liable
to you or any person controlling you with respect to the Prospectus to the
extent any such loss, liability, cost, action or claim to you or such
controlling person results from the fact that you sold Notes to a person to whom
there was not sent or given, at or prior to the earlier of either the mailing or
delivery of the written confirmation of such sale or the delivery of such Notes
to such person, a copy of the Prospectus as then amended or supplemented, if the
Company has previously furnished copies thereof to you.
You agree to indemnify and hold harmless the Company, each person, if any,
who controls (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act), the Company, and the Company's and such
person's officers and directors from and against any and all losses,
liabilities, costs or claims (or actions in respect thereof) to which any of
them may become subject (including all reasonable costs of investigating,
disputing or defending any such claim or action), insofar as such losses,
liabilities, costs or claims (or actions in respect thereof) arise out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or Prospectus, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, in each
case only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the section of the Prospectus
entitled "Plan of Distribution" or any amendment or supplement thereto in
reliance on and in conformity with written information furnished to the Company
by you expressly for use therein.
If any claim, demand, action or proceeding (including any governmental
investigation) shall be brought or alleged against an indemnified party in
respect of which indemnity is to be sought against an indemnifying party
pursuant to the preceding paragraphs, the indemnified party shall promptly
notify the indemnifying party in writing, and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnified party may designate in such proceeding and shall pay the reasonable
fees and expenses of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the reasonable fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
(ii) the indemnifying party has failed within a reasonable time to retain
counsel reasonably satisfactory to such indemnified party or (iii) the named
parties to any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is agreed that the indemnifying party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate law firm (in addition to local counsel where necessary) for all such
indemnified parties. Such firm shall be designated in writing by the indemnified
party. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
The indemnity agreements contained in this Section VII and the
representations and warranties of the Company and you in this Agreement, shall
remain operative and in full force and effect regardless of: (i) any termination
of this Agreement; (ii) any investigation made by an indemnified party or on
such party's behalf or any person controlling an indemnified party or by or on
behalf of the indemnifying party, its directors or officers or any person
controlling the indemnifying party; and (iii) acceptance of and payment for any
of the Notes.
VIII.
Except as provided in Section V hereof, in soliciting purchases of Notes
from the Company, you are acting solely as agent for the Company, and not as
principal. You will make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been accepted by
the Company, but you shall not have any liability to the Company in the event
such purchase is not consummated for any reason, other than to repay to the
Company any commission with respect thereto. Except pursuant to a Terms
Agreement, under no circumstances shall you be obligated to purchase any Notes
for your own account.
IX.
This Agreement shall be terminated at any time by either party hereto upon
the giving of five business days written notice of such termination to the other
party hereto. In the event of any such termination, neither party shall have any
liability to the other party hereto, except for obligations hereunder which
expressly survive the termination of this Agreement and except that, if at the
time of termination an offer for the purchase of Notes shall have been accepted
by the Company but the time of delivery to the purchaser or his agent of the
Note or Notes relating thereto shall not yet have occurred, the Company shall
have the obligations provided herein with respect to such Note or Notes.
Any Terms Agreement shall be subject to termination in your absolute
discretion on the terms set forth or incorporated by reference therein. The
termination of this Agreement shall not require termination of any agreement by
you to purchase Notes as principal, and the termination of any such agreement
shall not require termination of this Agreement.
If this Agreement is terminated, the last sentence of the second paragraph
of Section IV(a), Section III(c), (d) and (e), Section VII, and the first
paragraph of Section XIV shall survive; provided that if at the time of
termination of this Agreement an offer to purchase Notes has been accepted by
the Company but the time of delivery to the purchaser or its agent of such Notes
has not occurred, the provisions of Section III(a) and (b), Section IV(b) and
Section V shall also survive until time of delivery.
X.
Except as otherwise specifically provided herein, all statements,
requests, notices and advices hereunder shall be in writing, or by telephone if
promptly confirmed in writing, and if to you shall be sufficient in all respects
if delivered in person or sent by telex, facsimile transmission (confirmed in
writing), or registered mail to you at your address, telex or telecopier number
set forth below by your signature and if to the Company shall be sufficient in
all respects if delivered or sent by telex, telecopier or registered mail to the
Company at 3044 West Grand Boulevard, Detroit, Michigan 48202, telex number
425543 or telecopier number 313-974-1240, marked for the attention of the
Secretary. All such notices shall be effective on receipt.
XI.
This Agreement shall be binding upon you and the Company, and inure solely
to the benefit of you and the Company and any other person expressly entitled to
indemnification hereunder and the respective personal representatives,
successors and assigns of each, and no other person shall acquire or have any
rights under or by virtue of this Agreement.
XII.
This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of New York. Each party to this Agreement
irrevocably agrees that any legal action or proceeding against it arising out of
or in connection with this Agreement or for recognition or enforcement of any
judgment rendered against it in connection with this Agreement may be brought in
any Federal or New York State court sitting in the Borough of Manhattan, and, by
execution and delivery of this Agreement, such party hereby irrevocably accepts
and submits to the jurisdiction of each of the aforesaid courts in personam,
generally and unconditionally with respect to any such action or proceeding for
itself and in respect of its property, assets and revenues. Each party hereby
also irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any such action or
proceeding brought in any such court and any claim that any such action or
proceeding has been brought in an inconvenient forum.
XIII.
If this Agreement is executed by or on behalf of any party, such person
hereby states that at the time of the execution of this Agreement he has no
notice of revocation of the power of attorney by which he has executed this
Agreement as such attorney.
XIV.
The Company will pay the expenses incident to the performance of its
obligations under this Agreement, including: (i) the preparation and filing of
the Registration Statement; (ii) the preparation, issuance and delivery of the
Notes; (iii) the fees and disbursements of the Company's auditors and of the
Trustee and its counsel; (iv) the fees of any Calculation Agent and any Exchange
Rate Agent; (v) the printing and delivery to you in quantities as hereinabove
stated of copies of the Registration Statement and the Prospectus; and (vi) any
fees charged by rating agencies for the rating of the Notes.
This Agreement may be executed by each of the parties hereto in any number
of counterparts, and by each of the parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement between
the Company and you.
Very truly yours,
GENERAL MOTORS ACCEPTANCE CORPORATION
By:_________________________________
Title:________________________________
Confirmed and accepted
as of the date first above
written:
[Name of Agent]
By:____________________________
Title:___________________________
[Name and Address of Agent
Attention:
Telefax:]
<PAGE>
EXHIBIT A
GMAC
MEDIUM-TERM NOTES
DEALER AGENT PROGRAM
The following Selling Commissions as a percentage of the principal amount are
payable on each Note sold by the applicable Agent.
9 months to less than 12 months................. .050%
12 months to less than 18 months................ .075%
18 months to less than 24 months................ .125%
24 months to less than 36 months................ .175%
36 months to less than 48 months................ .250%
48 months to less than 60 months................ .300%
60 months to less than 72 months................ .350%
72 months to less than 84 months................ .375%
84 months to less than 96 months................ .400%
96 months to less than 108 months............... .425%
108 months to less than 120 months.............. .450%
120 months to less than 180 months.............. .475%
180 months to less than 240 months.............. .550%
240 months to 360 months........................ .600%
<PAGE>
EXHIBIT B
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
ADMINISTRATIVE PROCEDURES
Medium-Term Notes, Due from Nine Months to Thirty Years from Date of Issue are
offered on a continuing basis by General Motors Acceptance Corporation through
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon
Brothers Inc, Morgan Stanley & Co. Incorporated, Lehman Brothers, Lehman
Brothers Inc, J. P. Morgan Securities Inc., Bear, Stearns & Co. Inc. and UBS
Securities Inc., as agents (the "Agents"), who have agreed to use their
reasonable best efforts to solicit purchases of the Notes. The Notes are being
sold pursuant to Selling Agent Agreements, each dated October ___, 1995, between
the Company and each of the Agents (the "Agent Agreements"). The Company has
reserved the right to sell Notes directly on its own behalf. The Notes will be
senior debt and have been registered with the Securities and Exchange Commission
(the "Commission"). Citibank, N.A. is the trustee (the "Trustee") under an
Indenture dated as of December 1, 1993, as amended from time to time, between
the Company and the Trustee (the "Indenture") covering the Notes. Pursuant to
the terms of the Indenture, Citibank, N.A. also will serve as authenticating
agent, issuing agent and paying agent. Unless otherwise specified in a Pricing
Supplement, Citibank, N.A. will also serve as calculation agent and exchange
agent with respect to the Notes.
The Notes will be issued in book-entry form ("Notes") and represented by one or
more fully registered global notes without coupons (each, a "Global Note") held
by the Trustee, as agent for the Depository Trust Corporation ("DTC") and
recorded in the book-entry system maintained by DTC. Owners of beneficial
interests in a Global Note will be entitled to physical delivery of Notes issued
in certificated form equal in principal amount to their respective beneficial
interests only upon certain limited circumstances described in the Indenture.
Administrative procedures and specific terms of the offering are explained
below. Administrative responsibilities will be handled for the Company by its
Borrowings Department; accountable document control and record-keeping
responsibilities will be performed by its Comptroller's Department. The Company
will advise the Agents and the Trustee in writing of those persons handling
administrative responsibilities with whom the Agents and the Trustee are to
communicate regarding offers to purchase Notes and the details of their
delivery.
Notes will be issued in accordance with the administrative procedures set forth
in herein. To the extent the procedures set forth below conflict with or omit
certain of the provisions of the Notes, the Indenture, the Selling Agent
Agreements or the Prospectus and the Pricing Supplement (together, the
"Prospectus"), the relevant provisions of the Notes, the Indenture, the Selling
Agent Agreements and the Prospectus shall control. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Selling Agent Agreement, the Prospectus in the form most recently filed with the
Commission pursuant to Rule 424 of the Securities Act, or in the Indenture.
Administrative Procedures for Notes
In connection with the qualification of Notes for eligibility in the book-entry
system maintained by DTC, the Trustee will perform the custodial, document
control and administrative functions described below, in accordance with its
obligations under a Letter of Representations from the Company and the Trustee
to DTC, dated October ___, 1995, and a Medium-Term Note Certificate Agreement
between the Trustee and DTC (the "Certificate Agreement") dated October 31,
1988, and its obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement System ("SDFS").
Maturities: Each Note will mature on a date (the "Maturity Date") not
less than nine months after the date of delivery by the
Company of such Note. Notes will mature on any date
selected by the initial purchaser and agreed to by the
Company. "Maturity" when used with respect to any Note,
means the date on which the outstanding principal amount of
such Note becomes due and payable in full in accordance
with its terms, whether at its Maturity Date or by
declaration of acceleration, call for redemption, repayment
or otherwise.
Issuance: All Fixed Rate Notes having the same terms (collectively, the
"Fixed Rate Terms") will be represented initially by a single
Global Note. Each Global Note will be dated and issued as of
the date of its authentication by the Trustee.
All Floating Rate Notes which have the same terms
(collectively, the "Floating Rate Terms") will be represented
initially by a single Global Certificate in fully registered
form without coupons; all Discount Notes which have the same
terms (collectively, the "Zero-Coupon Terms") will be
represented initially by a single Global Certificate in fully
registered form without coupons; all Currency Indexed Notes
which have the same terms (collectively, the "Currency Indexed
Note Terms"), will be represented initially by a single Global
Certificate in fully registered form without coupons; and all
Indexed Notes which have the same index or formula as its
determination reference (the "Indexed Note Terms") will be
represented initially by a single Global Certificate in fully
registered form without coupons.
Each Global Note will bear an Issue Date, which will be (i)
with respect to an original Global Note (or any portion
thereof), its original issuance date (which will be the
Settlement Date for the Notes represented by such Global Note)
and (ii) with respect to any Global Note (or portion thereof)
issued subsequently upon exchange of a Global Note or in lieu
of a destroyed, lost or stolen Global Note, the most recent
Interest Payment Date to which interest has been paid or duly
provided for on the predecessor Global Note or Notes (or if no
such payment or provision has been made, the original issuance
date of the predecessor Global Note or Notes), regardless of
the date of authentication of such subsequently issued Global
Note.
Identification
Numbers: The Company has received from the CUSIP Service Bureau (the
"CUSIP Service Bureau") of Standard & Poor's Corporation
("Standard & Poor's") one series of CUSIP numbers
consisting of approximately 900 CUSIP numbers for future
assignment to Global Notes. The Company will provide DTC
and the Trustee with a list of such CUSIP numbers. The
Company will assign CUSIP numbers as described below under
Settlement Procedure "B". DTC will notify the CUSIP
Service Bureau periodically of the CUSIP numbers that the
Company has assigned to Global Notes. The Company will
reserve additional CUSIP numbers when necessary for
assignment to Global Notes and will provide the Trustee
and DTC with the list of additional CUSIP numbers so
obtained.
Registration: Global Notes will be issued only in fully registered form
without coupons. Each Global Note will be registered in the
name of Cede & Co., as nominee for DTC, on the Note
Register maintained under the Indenture by the Trustee.
The beneficial owner of a Note (or one or more indirect
participants in DTC designated by such owner) will
designate one or more participants in DTC (with respect to
such Note, the "Participants") to act as agent or agents
for such owner in connection with the book-entry system
maintained by DTC, and DTC will record in book-entry form,
in accordance with instructions provided by such
Participants, a credit balance with respect to such
beneficial owner of such Note in the account of such
Participants. The ownership interest of such beneficial
owner in such Note will be recorded through the records of
such Participants or through the separate records of such
Participants and one or more indirect participants in DTC.
Transfers: Transfers of a Note will be accomplished by book entries made
by DTC and, in turn, by Participants (and in certain cases,
one or more indirect participants in DTC) acting on behalf of
beneficial transferors and transferees of such Note .
Exchanges: The Trustee, at the Company's request, may deliver to DTC
and the CUSIP Service Bureau at any time a written notice
of consolidation specifying (a) the CUSIP numbers of two or
more Global Notes outstanding on such date that represent
Notes having the same Fixed Rate Terms or Floating Rate
Terms or Zero-Coupon Terms or Currency Indexed Note Terms
or Indexed Note Terms as the case may be (except that Issue
Dates need not be the same) and for which interest, if any,
has been paid to the same date and which otherwise
constitute Notes of the same series and tenor under the
Indenture, (b) a date, occurring at least 30 days after
such written notice is delivered and at least 30 days
before the next Interest Payment Date, if any, for the
related Notes, on which such Global Notes shall be
exchanged for a single replacement Global Note; and (c) a
new CUSIP number, obtained from the Company, to be assigned
to such replacement Global Note. Upon receipt of such a
notice, DTC will send to its participants (including the
Issuing Agent) and the Trustee a written reorganization
notice to the effect that such exchange will occur on such
date. Prior to the specified exchange date, the Trustee
will deliver to the CUSIP Service Bureau written notice
setting forth such exchange date and the new CUSIP number
and stating that, as of such exchange date, the CUSIP
numbers of the Global Notes to be exchanged will no longer
be valid. On the specified exchange date, the Trustee will
exchange such Global Notes for a single Global Note bearing
the new CUSIP number and the CUSIP numbers of the exchanged
Global Notes will, in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately reassigned.
Notwithstanding the foregoing, if the Global Notes to be
exchanged exceed U.S.$200,000,000 in aggregate principal
amount, one replacement Global Note will be authenticated
and issued to represent each U.S.$200,000,000 of principal
amount of the exchanged Global Notes and an additional
Global Note will be authenticated and issued to represent
any remaining principal amount of such Global Notes (See
"Denominations" below).
Denominations: Notes will be issued in denominations of U.S.$5,000 or more
(in multiples of U.S.$1,000). Global Notes will be
denominated in principal amounts not in excess of
U.S.$200,000,000. If one or more Notes having an aggregate
principal amount in excess of U.S.$200,000,000 would, but
for the preceding sentence, be represented by a single
Global Note, then one Global Note will be issued to
represent each U.S.$200,000,000 principal amount of such
Note or Notes and an additional Global Note will be issued
to represent any remaining principal amount of such Note
or Notes. In such case, each of the Global Notes
representing such Note or Notes shall be assigned the same
CUSIP number.
Currently, Notes denominated in a Specified Currency other
than U.S. dollars ("Foreign Currency Notes") cannot be issued
in book-entry form through DTC. If and when such issuance
becomes possible, unless otherwise indicated in the applicable
Pricing Supplement, holders of Foreign Currency Notes (other
than Indexed Notes) will be paid in U.S. dollars, converted
from the Specified Currency, in the manner specified in the
Prospectus for interest on Notes denominated in U.S. dollars,
unless such holder elects to be paid in the Specified
Currency.
Issue Price: Unless otherwise specified in an applicable Pricing
Supplement, each Note will be issued at the percentage of
principal amount specified in the Prospectus relating to
such Note.
Interest: General. Each Note will bear interest at a fixed rate (a
"Fixed Rate Note"), which may be zero during all or any
part of the term in the case of certain Notes issued at a
price representing a substantial discount from the
principal amount payable at Maturity, or at a floating rate
(a "Floating Rate Note"). A Fixed Rate Note may pay a
level amount in respect of both interest and principal
amortized over the life of the Note (an "Amortizing
Note"). Interest on each Note will accrue from the Issue
Date of such Note for the first interest period and from
the most recent Interest Payment Date to which interest has
been paid for all subsequent interest periods. Except as
set forth hereafter, each payment of interest on a Note
will include interest accrued to but excluding, as the case
may be, the Interest Payment Date or the date of Maturity
(other than a Maturity Date of a Note occurring on the 31st
day of a month in which case such payment of interest will
include interest accrued to but excluding the 30th day of
such month). Any payment of principal, premium or interest
required to be made on a day that is not a Business Day (as
defined below) may be made on the next succeeding Business
Day (or if, in the case of a LIBOR-based Floating Rate
Note, such Business Day would fall in the next calendar
month, on the next preceding Business Day) and no interest
shall accrue as a result of any such delayed payment.
Each pending deposit message described under Settlement
Procedure "C" below will be routed to Standard & Poor's
Corporation, which will use the message to include certain
information regarding the related Notes in the appropriate
daily bond report published by Standard & Poor's Corporation.
Fixed Rate Notes. Unless otherwise specified in the applicable
Pricing Supplement, interest on each Fixed Rate Note (other
than a Zero-Coupon Note or an Amortizing Note) will be payable
at Maturity and semi-annually each April 1 and October 1 (a
"Semi-Annual Pay Note" or, if annually, on October 1 of each
year (an "Annual Pay Note")) and at Maturity. Unless otherwise
specified in the applicable Pricing Supplement, principal of
and interest on each Amortizing Note will be payable at
Maturity and either quarterly on each January 1, April 1, July
1 and October 1, or semi-annually on each April 1 and October
1. Payments with respect to Amortizing Notes will be applied
first to interest due and payable thereon and then to the
reduction of the unpaid principal amount thereof. In the case
of Fixed Rate Notes (other than Global Notes) issued between a
Regular Record Date and an Interest Payment Date, the first
interest payment will be made on such Interest Payment Date to
the person to whom the Note originally was issued. In the case
of a Global Note issued between a Regular Record Date and the
Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the Issue Date and ending
on such Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date
to the registered Holder on such next succeeding Regular
Record Date. Unless otherwise specified in the applicable
Pricing Supplement, the Regular Record Date with respect to
any Interest Payment Date shall be the fifteenth day of the
calendar month next preceding such Interest Payment Date.
Floating Rate Notes. Interest on Floating Rate Notes will be
payable monthly, quarterly, semi-annually or annually (each an
"Interest Payment Date"). Unless otherwise specified in the
applicable Pricing Supplement, the Regular Record Date with
respect to any Interest Payment Date shall be 15 calendar days
prior to such Interest Payment Date. Unless otherwise
specified in the applicable Pricing Supplement, interest will
be payable, in the case of Floating Rate Notes with a monthly
Interest Payment Period, on the third Wednesday of each month;
with a quarterly Interest Payment Period, on the third
Wednesday of January, April, July and October of each year;
with a semi-annual Interest Payment Period, on the third
Wednesday of the two months of each year specified in the
applicable Pricing Supplement; and with an annual Interest
Payment Period, on the third Wednesday of the month specified
in the applicable Pricing Supplement; provided that if an
Interest Payment Date for Floating Rate Notes would otherwise
be a day that is not a Business Day, such Interest Payment
Date will be the next succeeding Business Day with respect to
such Floating Rate Notes, except in the case of a LIBOR Note
if such Business Day is in the next succeeding calendar month,
in which event such Interest Payment Date will be the
immediately preceding Business Day. In the case of a Global
Note issued between a Regular Record Date and the Interest
Payment Date relating to such Regular Record Date, interest
for the period beginning on the Issue Date and ending on such
Interest Payment Date shall be paid on the Interest Payment
Date following the next succeeding Regular Record Date to the
registered Holder on such next succeeding Regular Record Date.
Calculation
of Interest: Interest on Fixed Rate Notes (including interest for
partial periods) will be calculated on the basis of a
360-day year of twelve 30-day months. (Examples of interest
calculations are as follows: October 1, 1995 to April 1,
1996 equals 6 months and 0 days, or 180 days; the interest
paid equals 180/360 times the annual rate of interest times
the principal amount of the Note. The period from December
3, 1995 to April 1, 1996 equals 4 months and 28 days, or
148 days; the interest payable equals 148/360 times the
annual rate of interest times the principal amount of the
Note.)
Interest rates on Floating Rate Notes will be determined as
set forth in the form of Notes (substantially as described in
the Prospectus and the applicable Pricing Supplement).
Interest on Floating Rate Notes will be calculated on the
basis of actual days elapsed and a year of 360 days except
that in the case of Treasury Rate Notes or CMT Rate Notes,
interest will be calculated on the basis of the actual number
of days in the year.
Business Day: "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day, other than a
Saturday or Sunday, that meets each of the following
applicable requirements: such day is (a) not a day on
which banking institutions are authorized or required by
law or regulation to be closed in the City of New York, (b)
if the Note is denominated in a Specified Currency other
than U.S. dollars or ECU or a composite currency, (i) not a
day on which banking institutions are authorized or
required by law or regulation to close in the financial
center of the country issuing the Specified Currency and
(ii) a day on which banking institutions in such financial
center are carrying out transactions in such Specified
Currency, (c) if the Note is denominated in European
Currency Units ("ECU"), (i) not a day on which banking
institutions are authorized or required by law or
regulation to close in Luxembourg and (ii) an ECU clearing
day, as determined by the ECU Banking Association in Paris,
(d) if the Note is denominated in a composite currency
other than ECU, as specified in the applicable Pricing
Supplement and (e) with respect to LIBOR Notes, a London
Banking Day. "London Banking Day" means any day on which
dealings in deposits in the Specified Currency are
transacted in the London interbank market.
Payments of
Principal and
Interest: Payments of Principal and Interest. Promptly after each
Regular Record Date, the Trustee will deliver to the
Company and DTC a written notice specifying by CUSIP number
the amount of interest, if any, (and, with respect to any
Amortizing Notes, principal) to be paid on each Global Note
on the following Interest Payment Date (other than an
Interest Payment Date coinciding with a Maturity Date) and
the total of such amounts. DTC will confirm the amount
payable on each Global Note on such Interest Payment Date
by reference to the daily bond reports published by
Standard & Poor's. On such Interest Payment Date, the
Company will pay to the Trustee, and the Trustee in turn
will pay to DTC, such total amount of interest (and, with
respect to any Amortizing Notes, principal) due (other than
on the Maturity Date), at the times and in the manner set
forth below under "Manner of Payment." If any Interest
Payment Date for any Note is not a Business Day, the
payment due on such day shall be made on the next
succeeding Business Day and no interest shall accrue on
such payment for the period from and after such Interest
Payment Date.
Payments on the Maturity Date. On or about the first Business
Day of each month, the Trustee will deliver to the Company and
DTC a written list of principal, premium, if any, and interest
to be paid on each Global Note representing Notes maturing or
subject to redemption (pursuant to a sinking fund or
otherwise) or repayment ("Maturity") in the following month.
The Trustee, the Company and DTC will confirm the amounts of
such principal, premium, if any, and interest payments with
respect to each Global Note on or about the fifth Business Day
preceding the Maturity Date of such Global Note. On the
Maturity Date, the Company will pay to the Trustee, and the
Trustee in turn will pay to DTC, the principal amount of such
Global Note, together with interest and premium, if any, due
on such Maturity Date, at the times and in the manner set
forth below under "Manner of Payment." If the Maturity Date of
any Global Note is not a Business Day, the payment due on such
day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and
after such Maturity Date. Promptly after payment to DTC of the
principal and interest due on the Maturity Date of such Global
Note and all other Notes represented by such Global Note, the
Trustee will cancel and destroy such Global Note in accordance
with the Indenture and so advise the Company.
Manner of Payment. The total amount of any principal, premium,
if any, and interest due on Global Notes on any Interest
Payment Date or at Maturity shall be paid by the Company to
the Trustee in immediately available funds on such date. The
Company will make such payment on such Global Notes by
instructing the Trustee to withdraw funds from an account
maintained by the Company with Citibank, N.A. or by wire
transfer to Citibank, N.A. The Company will confirm such
instructions in writing to the Trustee. Prior to 10:00 a.m.,
New York City time, on the date of Maturity or as soon as
possible thereafter, the Trustee will pay by separate wire
transfer (using Fedwire message entry instructions in a form
previously specified by DTC) to an account at the Federal
Reserve Bank of New York previously specified by DTC, in funds
available for immediate use by DTC, each payment of interest,
principal and premium, if any, due on a Global Note on such
date. On each Interest Payment Date (other than on the
Maturity Date) the Trustee will pay DTC such interest payments
in same-day funds in accordance with existing arrangements
between the Trustee and DTC. Thereafter, on each such date,
DTC will pay, in accordance with its SDFS operating procedures
then in effect, such amounts in funds available for immediate
use to the respective Participants with payments in amounts
proportionate to their respective holdings in principal amount
of beneficial interest in such Global Note as are recorded in
the book-entry system maintained by DTC. Neither the Company
nor the Trustee shall have any direct responsibility or
liability for the payment by DTC of the principal of, or
premium, if any, or interest on, the Notes to such
Participants.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Note will be determined and withheld by the Participant,
indirect participant in DTC or other person responsible for
forwarding payments and materials directly to the beneficial
owner of such Note.
Procedure for
Rate Setting
and Posting: The Company and the Agents will discuss, from time to
time, the aggregate principal amount of, the Issue Price
and the interest rates to be borne by Notes that may be
sold as a result of the solicitation of orders by the
Agents. If the Company decides to set interest rates borne
by any Notes in respect of which the Agents are to solicit
orders (the setting of such interest rates to be referred
to herein as "posting") or if the Company decides to change
interest rates previously posted by it, it will promptly
advise the Agents of the prices and interest rates to be
posted.
Acceptance
and Rejection
of Orders: Unless otherwise agreed by the Company and the Agents, the
Company has the sole right to accept orders to purchase
Notes and may reject any such order in whole or in part.
Unless otherwise instructed by the Company, each Agent will
promptly advise the Company by telephone of all offers to
purchase Notes received by it, other than those rejected by
it in whole or in part in the reasonable exercise of its
discretion. No order for less than U.S.$5,000 principal
amount of Notes will be accepted.
Preparation
of Pricing
Supplement: If any offer to purchase a Note is accepted by or on
behalf of the Company, the Company will provide a Pricing
Supplement reflecting the terms of such Note and will have
filed such Pricing Supplement with the Commission in
accordance with the applicable paragraph of Rule 424(b)
under the Act and will supply a copy thereof (or additional
copies if requested) to the Agent that presented such offer
(the "Presenting Agent") and one copy to the Trustee. The
Presenting Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser of such Note.
In each instance that a Pricing Supplement is prepared, the
Agents will affix the Pricing Supplement to Prospectuses prior
to their use. Outdated Pricing Supplements and the
Prospectuses to which they are attached (other than those
retained for files) will be destroyed.
Delivery of
Confirmation and
Prospectus to
Purchaser by
Presenting
Agent: Subject to "Suspension of Solicitation; Amendment or
Supplement" below, the Agents will deliver a Prospectus and
Pricing Supplement as herein described with respect to each
Note sold by it. The Company will make such deliveries with
respect to all Notes sold directly by the Company.
For each offer to purchase a Note solicited by an Agent and
accepted by or on behalf of the Company, the Presenting Agent
will issue a confirmation to the purchaser, with a copy to the
Company, setting forth the terms of such Note and other
applicable details described above and delivery and payment
instructions. In addition, the Presenting Agent will deliver
to such purchaser the Prospectus (including the Pricing
Supplement) in relation to such Note prior to or together with
the earlier of any written offer of such Note, delivery of the
confirmation of sale or delivery of the Note.
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Settlement: The receipt of immediately available funds by the Company
in payment for Notes and the authentication and issuance of
the Global Note representing such Notes shall constitute
"Settlement" with respect to such Note. All orders
accepted by the Company will be settled within one to five
Business Days pursuant to the timetable for Settlement set
forth below, unless the Company and the purchaser agree to
Settlement on a later date, and shall be specified upon
acceptance of such offer; provided, however, in all cases
the Company will notify the Trustee on the date issuance
instructions are given.
Settlement
Procedures: In the event of a purchase of Notes by any Agent, as
principal, appropriate Settlement details, if different from
those set forth below, will be set forth in the applicable
Terms Agreement to be entered into between such Agent and the
Company pursuant to the Agreement. Settlement Procedures with
regard to each Note sold by an Agent, as agent for the
Company, shall be as follows:
A. After the acceptance of an offer by the Company with
respect to a Note, the Presenting Agent will communicate
the following details of the terms of such offer (the
"Note Sale Information") to the Company by telephone
confirmed in writing or by facsimile transmission or
other acceptable written means:
1. Principal amount of the purchase;
2. If a Fixed Rate Note, the Interest Rate;
3. Interest Payment Dates;
4. Settlement Date;
5. Maturity Date;
6. Purchase Price;
7. Indexed Currency, Denominated Currency, the
Base Exchange Rate and the Exchange Rate
Determination Date, if applicable;
8. Presenting Agent's commission determined
pursuant to Section IV(a) of the Selling Agent
Agreement;
9. Net proceeds to the Company;
10. Trade Date;
11. If a Note redeemable by the Company, such of
the following as are applicable:
(i) The date on and after which such
Note may be redeemed (the
"Redemption Commencement Date"),
(ii) Initial redemption price (% of
par), and
(iii) Amount (% of par) that the initial
redemption price shall decline (but
not below par) on each anniversary of
the Redemption Commencement Date;
12. If a Floating Rate Note, such of the following
as are applicable:
(i) Base Interest Rate,
(ii) Index Maturity,
(iii) Spread and/or Spread Multiplier,
(iv) Maximum Interest Rate,
(v) Minimum Interest Rate,
(vi) Initial Interest Rate,
(vii) Interest Rate Reset Period,
(viii) Interest Rate Reset Dates,
(ix) Calculation Dates,
(x) Interest Calculation Dates,
(xi) Interest Payment Dates,
(xii) Regular Record Dates, and
(xiii) Calculation Agent;
13. If the amount of principal or interest, or
both, payable on a Note will be determined by
reference to an index or formula, a full
description of such index or formula;
14. If a Discount Note, the total amount of
original issue discount, the yield to maturity
and the initial accrual period of original
issue discount;
15. DTC Participant Number of the institution
through which the customer will hold the
beneficial interest in the Global Note; and
16. Such other terms as are necessary to complete
the applicable form of Note.
B. The Company will assign a CUSIP number to the Global
Note representing such Note and then advise the
Trustee and the Presenting Agent by telephone
(confirmed in writing at any time on the same date)
or by telecopier or other form of electronic
transmission of the information received in
accordance with Settlement Procedure "A" above, the
assigned CUSIP number and the name of the Agent.
Each such communication by the Company will be deemed
to constitute a representation and warranty by the
Company to the Trustee and the Agent that (i) such
Note is then, and at the time of issuance and sale
thereof will be, duly authorized for issuance and
sale by the Company; (ii) such Note, and the Global
Note representing such Note, will conform with the
terms of the Indenture; and (iii) upon authentication
and delivery of the Global Note representing such
Note, the aggregate principal amount of all Notes
issued under the Indenture will not exceed the
aggregate principal amount of Notes authorized for
issuance at such time by the Company.
C. The Trustee will communicate to DTC and the Agent
through DTC's Participant Terminal System, a pending
deposit message specifying the following Settlement
information:
1. The information received in accordance with
Settlement Procedure "A".
2. The numbers of the participant accounts
maintained by DTC on behalf of the Trustee and
the Agent.
3. The initial Interest Payment Date for such
Note, number of days by which such date
succeeds the related DTC record date (which
term means the Regular Record Date) and in the
case of Floating Rate Notes which reset daily
or weekly, the date five calendar days
preceding such Initial Interest Payment Date,
and if then calculated, the amount of interest
(and, with respect to any Amortizing Note,
principal) payable on such Initial Interest
Payment Date (which amount shall have been
confirmed by the Trustee).
4. The CUSIP number of the Global Note
representing such Notes.
5. The frequency of interest (and, with respect to
any Amortizing Note, principal payments).
6. The frequency of interest rate resets.
7. Whether such Global Note represents any other
Notes issued or to be issued (to the extent
then known).
D. The Trustee will complete and deliver a Global Note
representing such Note in a form that has been approved
by the Company, the Agents and the Trustee.
E. The Trustee will authenticate the Global Note
representing such Note and maintain possession of
such Global Note.
F. DTC will credit such Note to the participant account
of the Trustee maintained by DTC.
G. The Trustee will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to
(i) debit such Note to the Trustee's participant
account and credit such Note to the participant
account of the Agent maintained by DTC and (ii) debit
the settlement account of the Agent and credit the
settlement account of the Trustee maintained by DTC,
in an amount equal to the price of such Note less
the Agent's commission. The entry of such a deliver
order shall be deemed to constitute a representation
and warranty by the Trustee to DTC that (a) the
Global Note representing such Note has been issued
and authenticated and (b) the Trustee is holding such
Global Note pursuant to the Certificate Agreement.
H. The Agent will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to
(i) debit such Note to the Agent's participant
account and credit such Note to the participant
accounts of the Participants to whom such Note is to
be credited maintained by DTC and (ii) debit the
settlement accounts of such Participants and credit
the settlement account of the Agent maintained by
DTC, in an amount equal to the price of the Note so
credited to their accounts.
I. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "G" and "H"
will be settled in accordance with SDFS operating
procedures in effect on the Settlement Date.
J. The Trustee will credit to an account of the Company
maintained at Citibank, N.A. funds available for
immediate use in an amount equal to the amount
credited to the Trustee's DTC participant account in
accordance with Settlement Procedure "G".
K. The Trustee will send a copy of the Global Note
representing such Note by first-class mail to the
Company.
L. The Agent will confirm the purchase of each Note to
the purchaser thereof either by transmitting to the
Participant to whose account such Note has been
credited a confirmation order through DTC's
Participant Terminal System or by mailing a written
confirmation to such purchaser. In all cases the
Prospectus as most recently amended or supplemented
must accompany or precede such confirmation.
M. Each Business Day, the Trustee will send to the Company
a statement setting forth the principal amount of Notes
outstanding as of that date under the Indenture and
setting forth the CUSIP number(s) assigned to, and a
brief description of, any orders which the Company has
advised the Trustee but which have not yet been settled.
Settlement
Procedures
Timetable: In the event of a purchase of Notes by an Agent, as principal,
appropriate Settlement details, if different from those set
forth below will be set forth in the applicable Terms
Agreement to be entered into between such Agent and the
Company pursuant to the Selling Agent Agreement.
For orders of Notes solicited by an Agent, as agent, and
accepted by the Company, Settlement Procedures "A" through "M"
shall be completed as soon as possible but not later than the
respective times (New York City time) set forth below:
<PAGE>
Settlement
Procedure Time
A-B 12:00 p.m. on the Business Day before the Settlement
Date.
C 2:00 p.m. on the Business Day before the Settlement
Date.
D 5:00 p.m. on the Business Day before the
Settlement Date.
E 9:00 a.m. on the Settlement Date.
F 10:00 a.m. on the Settlement Date.
G-H 2:00 p.m. on the Settlement Date.
I 4:45 p.m. on the Settlement Date.
J-K 5:00 p.m. on the Settlement Date.
M Daily.
NOTE: The Prospectus as most recently amended or supplemented
must accompany or precede any written confirmation given to
the customer (Settlement Procedure "L"). Settlement Procedure
"I" is subject to extension in accordance with any extension
Fedwire closing deadlines and in the other events specified in
the SDFS operating procedures in effect on the Settlement
Date.
If Settlement of a Note is rescheduled or cancelled, the
Trustee will deliver to DTC, through DTC's Participant
Terminal System, a cancellation message to such effect by no
later than 2:00 p.m., New York City time, on the Business Day
immediately preceding the scheduled Settlement Date.
Failure to
Settle: If the Trustee fails to enter an SDFS deliver order
with respect to a Note pursuant to Settlement Procedure
"G", the Trustee may deliver to DTC, through DTC's
Participant Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit such Note to
the participant account of the Trustee maintained at DTC.
DTC will process the withdrawal message, provided that such
participant account contains Notes having the same Fixed
Rate Terms, Floating Rate Terms or Zero-Coupon Terms, as
the case may be, and, having a principal amount that is at
least equal to the principal amount of such Note to be
debited. If withdrawal messages are processed with respect
to all the Notes issued or to be issued represented by a
Global Note, the Trustee will cancel such Global Note in
accordance with the Indenture, make appropriate entries in
its records and so advise the Company. The CUSIP number
assigned to such Global Note shall, in accordance with
CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. If withdrawal messages are
processed with respect to one or more, but not all, of the
Notes represented by a Global Note, the Trustee will
exchange such Global Note for two Global Notes, one of
which shall represent such Notes and shall be cancelled
immediately after issuance, and the other of which shall
represent the remaining Notes previously represented by the
surrendered Global Note and shall bear the CUSIP number of
the surrendered Global Note. If the purchase price for any
Note is not timely paid to the Participants with respect
to such Note by the beneficial purchaser thereof (or a
person, including an indirect participant in DTC, acting on
behalf of such purchaser), such Participants and, in turn,
the related Agent may enter SDFS deliver orders through
DTC's participant Terminal System reversing the orders
entered pursuant to Settlement Procedures "G" and "H",
respectively. Thereafter, the Trustee will deliver the
withdrawal message and take the related actions described
in the preceding paragraph. If such failure shall have
occurred for any reason other than default by the Agent in
the performance of its obligations hereunder or under the
Agency Agreement, the Company will reimburse the Agent on
an equitable basis for its loss of the use of funds during
the period when they were credited to the account of the
Company.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Note, DTC may take any actions in accordance with
its SDFS operating procedures then in effect. In the event of
a failure to settle with respect to one or more, but not all,
of Notes that were to have been represented by a Global Note,
the Trustee will provide, in accordance with Settlement
Procedures "D" and "E", for the authentication and issuance of
a Global Note representing the other Notes to have been
represented by such Global Note and will make appropriate
entries in its records.
Procedure for
Rate Changes: Any decision to change the rate structure will
require the following actions:
1. Each time a decision has been reached to change rates,
the Company will promptly advise the Agents, who will
forthwith suspend solicitation of purchases of Notes at
the prior rates. The Agents will telephone the Company
with recommendations as to the changed interest rates.
2. The Company will prepare and file a Pricing Supplement
to the Prospectus pursuant to Rule 424 showing the new
rates.
3. The Company will deliver the Pricing Supplement to
the Agents in such quantities as they may request and
to the Trustee.
4. The Agents will deliver a copy of the Prospectus and
Pricing Supplement setting forth the new rates in
connection with the settlement of any outstanding orders
for delayed settlement at the old rates.
Until the Agents have been informed of the new rates,
the Agents may only record "indications of interest."
The Company and the Agents will destroy all outdated
Prospectuses, supplements and Pricing Supplements (other
than copies retained for their files) by the close of
business on the day the supplement pursuant to Rule 424
has been mailed to the Commission for filing.
Suspension of
Solicitation
Amendment or
Supplement: Subject to the Company's representations, warranties and
covenants contained in the Agent Agreements, the Company
may instruct the Agents to suspend at any time for any
period of time or permanently, the solicitation of orders
to purchase Notes. Upon receipt of such instructions
(which may be given orally), each Agent will forthwith
suspend solicitation until such time as the Company has
advised it that solicitation of purchases may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will promptly advise
the Agents and the Trustee whether such orders may be settled
and whether copies of the Prospectus as in effect at the time
of the suspension may be delivered in connection with the
settlement of such orders. The Company will have the sole
responsibility for such decision and for any arrangements
which may be made in the event that the Company determines
that such orders may not be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or supplement the Registration
Statement or the Prospectus, it will promptly advise the
Agents and furnish the Agents and the Trustee with the
proposed amendment or supplement and with such certificates
and opinions as are required, all to the extent required by
and in accordance with the terms of the Selling Agent
Agreements. Subject to the provisions of the Selling Agent
Agreements, the Company may file with the Commission any
supplement to the Prospectus relating to the Notes. The
Company will provide the Agents and the Trustee with copies of
any such supplement, and confirm to the Agents that such
supplement has been filed with the Commission.
<PAGE>
Trustee Not to
Risk Funds: Nothing herein shall be deemed to require the Trustee
to risk or expend its own funds in connection with any payment
to the Company, or the Agents or the purchasers, it being
understood by all parties that payments made by the Trustee to
either the Company or the Agents shall be made only to the
extent that funds are provided to the Trustee for such
purpose.
Advertising
Costs: The Company shall have the sole right to approve the form and
substance of any advertising an Agent may initiate in
connection with such Agent's solicitation to purchase the
Notes. The expense of such advertising will be solely the
responsibility of such Agent.
<PAGE>
EXHIBIT C
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
TERMS AGREEMENT
, l99__
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
Attention: U.S. Borrowings
The undersigned agrees to purchase the following aggregate principal
amount of Notes: $
The terms of such Notes shall be as follows:
Initial Public Offering Price:
Purchase Price: %
Settlement Date, Time
and Place:
If Fixed Rate Note:
Interest Rate: %
Maturity Date:
Interest Payment Dates:
If Floating Rate Note:
Base Interest Rate: %
Index Maturity:
Spread and/or Spread Multiplier: %
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Rate: %
Interest Rate Reset Period:
Interest Rate Reset Dates:
Interest Calculation Dates:
Interest Payment Dates:
Regular Record Dates:
Calculation Agent:
<PAGE>
[Any other terms and conditions agreed
to by such Agent and the Company]
--------------------------
[Name of Agent]
By:_______________________
Title:______________________
ACCEPTED:
GENERAL MOTORS ACCEPTANCE CORPORATION
By:______________________________
Title:_____________________________
