<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1994
REGISTRATION NO. 33-56671
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
-------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
GENERAL MOTORS CORPORATION
(Exact name of registrant as specified in its charter)
-------------------------
<TABLE>
<S> <C>
State of Delaware 38-0572515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
767 Fifth Avenue, New York, New York 10153-0075; (212) 418-6100
3044 West Grand Boulevard, Detroit, Michigan 48202-3091; (313) 556-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------
J. Michael Losh
Executive Vice President
General Motors Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202-3091
(313) 556-3549
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<S> <C> <C>
Warren G. Andersen Robert S. Osborne, P.C. Robert L. Messineo
General Motors Corporation Kirkland & Ellis Weil, Gotshal & Manges
3031 West Grand Boulevard 200 East Randolph Drive 767 Fifth Avenue
Detroit, Michigan 48202-3091 Chicago, Illinois 60601-6636 New York, New York 10153-0075
</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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/
-------------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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.
SUBJECT TO COMPLETION, DATED DECEMBER 12, 1994
18,796,809 SHARES
GENERAL MOTORS CORPORATION
1 2/3 PAR VALUE COMMON STOCK
------------------------
This Prospectus covers the resale from time to time of 18,796,809 shares
(the "Pension Shares") of $1 2/3 Par Value Common Stock of General Motors
Corporation, a Delaware corporation ("General Motors," "GM" or the
"Corporation"), which General Motors contributed on September 14, 1993 to the
General Motors Retirement Program for Salaried Employees and certain related
trusts (the "Salaried Plan," as defined herein). See "Background of the
Offering," "Selling Stockholder" and "Plan of Distribution." General Motors has
agreed to pay the expenses (estimated at $300,000) of the registration of the
Pension Shares under the Securities Act of 1933, as amended (the "Securities
Act"), and has agreed to indemnify the Salaried Plan against certain
liabilities, including liabilities under the Securities Act.
The Salaried Plan has appointed an independent investment manager to manage
the Pension Shares in the manner described herein. Any sales of Pension Shares
pursuant to this Prospectus by or on behalf of the Salaried Plan will be at
market prices (subject to customary or negotiated brokerage commissions)
prevailing at the time of sale in the case of transactions on the New York Stock
Exchange or the other United States stock exchanges on which the $1 2/3 Par
Value Common Stock is traded, and at prices related to prevailing market prices
at the time of negotiation in the case of transactions off the floor of such
exchanges. No action has been or will be taken by General Motors that would
permit a public offering of the Pension Shares in any jurisdiction where action
for that purpose is required, other than in the United States. General Motors
will not receive any of the proceeds from the sale of Pension Shares by or for
the account of the Salaried Plan. See "Plan of Distribution."
The $1 2/3 Par Value Common Stock is listed in the United States on the New
York Stock Exchange, the Chicago Stock Exchange, the Pacific Stock Exchange and
the Philadelphia Stock Exchange under the symbol GM. The closing sale price of
the $1 2/3 Par Value Common Stock on the New York Stock Exchange on December 9,
1994 was $37.25 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
No person has been authorized by the Corporation to give any information or
to make any representation not contained or incorporated by reference in this
Prospectus in connection with the offering described herein, and any information
or representation not contained or incorporated by reference herein must not be
relied upon as having been authorized by the Corporation or the Salaried Plan.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer in such jurisdiction, nor an
offer to sell or a solicitation of an offer to buy any securities other than
those offered hereby. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change since the date hereof in the affairs of the Corporation or in the
information set forth herein.
The date of this Prospectus is , 1994
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE PAGE
---- ----
<S> <C> <C> <C>
Available Information................... 2 Plan of Distribution.................... 4
Incorporation of Certain Documents by $1 2/3 Par Value Common Stock Price
Reference............................. 2 Range and Dividends................... 5
General Motors.......................... 3 Description of Capital Stock............ 6
Background of the Offering.............. 3 Legal Matters........................... 16
Selling Stockholder..................... 4 Experts................................. 16
</TABLE>
AVAILABLE INFORMATION
General Motors is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by General Motors with the Commission can
be inspected, and copies may be obtained, at the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates,
as well as at the following Regional Offices of the Commission: Seven World
Trade Center, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Reports, proxy statements and
other information concerning General Motors can also be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
where the $1 2/3 Par Value Common Stock, Class E Common Stock and Class H Common
Stock of General Motors are listed and at the offices of the following other
stock exchanges where the $1 2/3 Par Value Common Stock is listed: the Chicago
Stock Exchange, Inc., 440 South LaSalle Street, Chicago, Illinois 60605; the
Pacific Stock Exchange, Inc., 233 South Beaudry Street, Los Angeles, California
90012 and 301 Pine Street, San Francisco, California 94104; and the Philadelphia
Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103.
General Motors has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act covering the
resale of the Pension Shares by the Salaried Plan from time to time. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by General Motors with the
Commission, are incorporated herein by reference.
1. Annual Report on Form 10-K for the year ended December 31, 1993 (the
"1993 Form 10-K").
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994.
3. Current Reports on Form 8-K dated December 6, 1993, May 16, 1994, May
26, 1994, June 6, 1994 and May 13, 1994 (filed on August 30, 1994).
4. The description of the $1 2/3 Par Value Common Stock set forth in
Article Fourth of General Motors' Restated Certificate of Incorporation,
as amended to May 26, 1994 (the "General Motors Certificate of
Incorporation"), filed as Exhibit 3(i) to the Current Report on Form 8-K
dated May 26, 1994.
All documents filed by General Motors with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the resale of the shares offered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
General Motors will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described above. Requests for such documents should be directed to
General Motors Corporation, Room 11-243, General Motors Building, 3044 West
Grand Boulevard, Detroit, Michigan 48202-3091 (Telephone Number (313) 556-2044).
2
<PAGE> 4
GENERAL MOTORS
The major portion of General Motors' operations is derived from the
automotive products industry, consisting of the design, manufacture, assembly,
and sale of automobiles, trucks, and related parts and accessories. General
Motors also has financing, insurance, defense and electronic data processing
operations and produces products and provides services in other industry
segments. The financing and insurance operations assist in the merchandising of
General Motors' products as well as other products. General Motors Acceptance
Corporation ("GMAC") and its subsidiaries, as well as certain other subsidiaries
of General Motors, offer financial services and certain types of insurance to
dealers and customers. In addition, GMAC and its subsidiaries are engaged in
mortgage banking and investment services. GM Hughes Electronics Corporation, a
wholly-owned subsidiary of General Motors ("GMHE"), develops and manufactures
automotive electronic components, satellites and satellite-based communications
systems, defense electronics products and systems, and a variety of commercial
electronics products and services that employ GMHE's advanced technologies.
Electronic Data Systems Corporation, another wholly-owned subsidiary of General
Motors ("EDS"), designs, installs and operates business information and
communications systems. General Motors or its subsidiaries are also engaged in
the design, development, and manufacture of locomotives.
General Motors' principal executive offices are located at 3044 West Grand
Boulevard, Detroit, Michigan 48202-3091 (Telephone Number (313) 556-5000), and
767 Fifth Avenue, New York, New York 10153-0075 (Telephone Number (212)
418-6100).
BACKGROUND OF THE OFFERING
Recognizing the need to improve the funded status of the Corporation's
pension plans, at its December 1992 meeting, the Corporation's Board of
Directors established the long-term goal that its principal U.S. pension plans
be fully funded by the year 2000. In furtherance of this goal, the Corporation
contributed $710 million more to the plans than was required by law in 1992 and
$3.0 billion more than was required by law in 1993 (including the September 14,
1993 contribution described below). As of December 31, 1993, the Corporation's
unfunded pension liabilities stood at $22.3 billion, as calculated under
Statement of Financial Accounting Standards No. 87. Since such date, the
approximate 190 basis point increase in long-term interest rates in the U.S.
that occurred between October 1, 1993 and November 11, 1994 would, if
maintained, decrease GM's reported unfunded pension liabilities at year-end 1994
by approximately $9.5 billion. Other factors that influence the unfunded pension
liability include the actual pension plan contributions and return on pension
investments during the year, the expected normal growth in the pension
liability, and employee turnover, retirement and mortality experience.
In the first quarter of 1994, GM satisfied its 1994 minimum funding
obligation to its U.S. hourly pension plan with a cash contribution of $1.9
billion. On May 11, 1994, the Corporation reached an agreement with the Pension
Benefit Guaranty Corporation (the "PBGC") which, subject to certain conditions,
including certain governmental approvals and approval by the GM Board of
Directors, could lead to incremental cash and stock contributions of
approximately $10 billion to GM's U.S. hourly pension plan in the near term. No
assurances can be given at this time that the approvals will be obtained. The
funding proposal includes $4 billion in cash plus a contribution of
approximately 177 million shares of GM's Class E Common Stock. See "Description
of Capital Stock -- Common Stock." At the closing sales price per share on the
New York Stock Exchange on December 9, 1994 of $36.25, 177 million shares of
Class E Common Stock would have a value of $6.4 billion. On July 27, 1994, GM
contributed $2.5 billion in cash to its U.S. hourly pension plan and on
September 19, 1994, GM contributed an additional $750 million in cash to its
U.S. hourly pension plan, bringing total cash contributions for 1994 to $5.2
billion. Subject to certain approvals, GM may designate the additional $3.3
billion cash contribution as part of the $4 billion cash funding required under
the PBGC agreement or, if the PBGC agreement does not become effective, GM may
designate such cash contribution as it deems appropriate, including as part of
GM's 1995 minimum funding obligation.
On September 14, 1993, General Motors contributed to the Salaried Plan
18,796,809 shares of $1 2/3 Par Value Common Stock, having an aggregate fair
market value on such date of $838.1 million (determined with reference to the
trading prices of the $1 2/3 Par Value Common Stock on the New York Stock
Exchange on September 13, 1993), which are the Pension Shares described herein,
and General Motors and the Salaried Plan entered into a Registration Agreement
pursuant to which this Registration Statement has been filed (the
3
<PAGE> 5
"Registration Agreement"). Although General Motors has not and will not receive
any cash proceeds from the contribution of the Pension Shares or from any future
sale of the Pension Shares by or for the account of the Salaried Plan, the
contribution of the Pension Shares was and is intended to reduce General Motors'
future funding obligations with respect to the Salaried Plan. The proceeds of
any such sales will be retained by the Salaried Plan and used for the benefit of
participating employees and retirees and their beneficiaries. All of the Pension
Shares being registered hereby are shares of $1 2/3 Par Value Common Stock that
were sold to the Corporation from individual employee accounts in various stock
savings plans, and the contribution of the Pension Shares to the Salaried Plan
did not increase the total number of shares of $1 2/3 Par Value Common Stock
previously reported by the Corporation to be outstanding or dilute the interests
of the holders thereof.
SELLING STOCKHOLDER
General Motors contributed the Pension Shares, as described herein, to the
Salaried Plan. All such shares are held for the benefit of the Salaried Plan by
a trust of which an independent bank or trust company is the trustee. The
Salaried Plan, together with such trust, is referred to as the "Selling
Stockholder" and, together with other trusts under the Salaried Plan, as the
"Pension Fund." The Finance Committee of the General Motors Board of Directors
is the named fiduciary of the Pension Fund pursuant to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and a
portion of the assets of the Pension Fund (not including the Pension Shares) is
subject to management by or under the supervision of General Motors Investment
Management Corporation, a wholly-owned subsidiary of General Motors. At the
beginning of the current plan year (October 1, 1994), approximately 206,000
employees, retirees and other vested beneficiaries of General Motors and its
subsidiaries participated in the Pension Fund.
Prior to the contribution of Pension Shares to the Salaried Plan, an
independent investment manager (the "Manager") was appointed to have on-going
responsibility, as a fiduciary within the meaning of ERISA, to manage the
Pension Shares for the Salaried Plan. The Manager has responsibility to maximize
for the Pension Fund the value on a risk-adjusted basis which may be generated
by the Pension Shares, using as a benchmark a common equity index (which is the
Russell 1000 on the date of this Prospectus), subject to the Manager's
determination of the extent to which the Pension Fund may prudently continue to
hold the Pension Shares consistent with the diversification and related
fiduciary requirements of ERISA. In accordance with the foregoing, the Manager
has the authority and discretion to cause the Pension Fund to hold the Pension
Shares or sell all or any portion thereof from time to time as it may deem
appropriate, subject to certain provisions in the Registration Agreement, and to
direct the voting of and the exercise of all other rights relating to the
Pension Shares.
In addition to the Pension Shares offered hereby, the Pension Fund has
beneficial ownership of other shares of $1 2/3 Par Value Common Stock and other
securities of General Motors from time to time. At September 30, 1994, the
Pension Fund had beneficial ownership of 28,514,137 shares of $1 2/3 Par Value
Common Stock (including the Pension Shares), representing approximately 3.8% of
such shares outstanding.
PLAN OF DISTRIBUTION
As described above and subject to certain provisions in the Registration
Agreement, the Manager is responsible in its sole judgment and discretion for
the making of any decision to sell any or all of the Pension Shares from time to
time. See "Selling Stockholder." Any sales pursuant to this Prospectus will be
at market prices (subject to customary or negotiated brokerage commissions)
prevailing at the time of sale in the case of transactions on the New York Stock
Exchange or the other United States stock exchanges on which the $1 2/3 Par
Value Common Stock is traded, and at prices related to prevailing market prices
at the time of negotiation in the case of transactions off the floor of such
exchanges. No action has been or will be taken by General Motors that would
permit a public offering of the Pension Shares in any jurisdiction where action
for that purpose is required, other than in the United States. General Motors
will not receive any of the proceeds from the sale of Pension Shares by or for
the account of the Pension Fund.
The Pension Fund, and any brokers or dealers effecting sales on its behalf,
may be deemed to be "underwriters" within the meaning of the Securities Act.
General Motors has agreed to pay the expenses of the registration of the Pension
Shares under the Securities Act and has agreed to indemnify the Manager and the
Salaried Plan against certain liabilities, including liabilities under the
Securities Act.
4
<PAGE> 6
1 2/3 PAR VALUE COMMON STOCK
PRICE RANGE AND DIVIDENDS
The table below shows the range of reported per share sale prices on the
New York Stock Exchange Composite Tape for the $1 2/3 Par Value Common Stock for
the periods indicated, and the dividends paid per share on the $1 2/3 Par Value
Common Stock in such periods. A recent per share closing sale price, as reported
on the New York Stock Exchange, is set forth on the cover page of this
Prospectus.
<TABLE>
<CAPTION>
CALENDAR YEAR HIGH LOW DIVIDENDS PAID
---------------------------------------------- ------ ------ --------------
<S> <C> <C> <C>
1992
First Quarter............................... $39.88 $28.75 $ 0.40
Second Quarter.............................. 44.38 36.00 0.40
Third Quarter............................... 43.75 30.75 0.40
Fourth Quarter.............................. 34.88 28.63 0.20
1993
First Quarter............................... $41.25 $32.00 $ 0.20
Second Quarter.............................. 44.88 36.38 0.20
Third Quarter............................... 49.75 41.63 0.20
Fourth Quarter.............................. 57.13 42.00 0.20
1994
First Quarter............................... $65.38 $52.00 $ 0.20
Second Quarter.............................. 60.13 49.75 0.20
Third Quarter............................... 53.38 46.25 0.20
Fourth Quarter (through December 9, 1994)... 48.38 36.13 --
</TABLE>
Subject to the rights of the holders of Preferred Stock, if any were
outstanding, and Preference Stock, dividends on the $1 2/3 Par Value Common
Stock may be declared and paid out of the assets of General Motors only to the
extent of the assets of General Motors legally available therefor, reduced by
the amount available for dividends on General Motors' Class E Common Stock,
$0.10 par value per share ("Class E Common Stock"), and Class H Common Stock,
$0.10 par value per share ("Class H Common Stock"). See "Description of Capital
Stock -- Common Stock -- Dividends."
General Motors' policy is to distribute dividends on $1 2/3 Par Value
Common Stock based on the outlook and indicated capital needs of General Motors'
business. At the November 2, 1992 meeting of the General Motors Board of
Directors, the quarterly dividend on the $1 2/3 Par Value Common Stock was
reduced from $0.40 per share to $0.20 per share to conserve cash and strengthen
GM's competitive position. On February 4, 1991, the Board of Directors had
reduced the quarterly dividend to $0.40 per share from $0.75 per share of $1 2/3
Par Value Common Stock. See "Description of Capital Stock -- Common Stock --
Dividends."
5
<PAGE> 7
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of General Motors, which may be issued upon
resolution of the General Motors Board of Directors (the "Board of Directors"),
consists of 6,000,000 shares of Preferred Stock, without par value, issuable in
series; 100,000,000 shares of Preference Stock, $0.10 par value, issuable in
series; 2,000,000,000 shares of $1 2/3 Par Value Common Stock; 1,000,000,000
shares of Class E Common Stock, $0.10 par value; and 600,000,000 shares of Class
H Common Stock, $0.10 par value. The $1 2/3 Par Value Common Stock, the Class E
Common Stock and the Class H Common Stock are referred to collectively as the
"Common Stock."
On November 30, 1994, the following shares of capital stock of General
Motors were outstanding: 11,075,000 shares of Series B 9 1/8% Preference Stock,
represented by 44,300,000 Depositary Shares; 3,188,060 shares of Series C
Convertible Preference Stock, represented by 31,880,600 Depositary Shares;
3,925,000 shares of Series D 7.92% Preference Stock, represented by 15,700,000
Depositary Shares; 5,750,000 shares of Series G 9.12% Preference Stock
represented by 23,000,000 Depositary Shares; 753,682,491 shares of $1 2/3 Par
Value Common Stock; 262,084,867 shares of Class E Common Stock; and 93,447,845
shares of Class H Common Stock. In addition, 44,881,509 shares of Class E Common
Stock have been reserved for issuance upon conversion of currently outstanding
Preference Stock.
PREFERRED STOCK
On May 1, 1993, General Motors exercised its option to redeem all
outstanding shares of Preferred Stock -- $5.00 Series for $120.00 per share plus
accrued dividends and to redeem all outstanding shares of Preferred Stock --
$3.75 Series for $100.00 per share plus accrued dividends. Consequently, there
are currently no outstanding shares of Preferred Stock and the General Motors
Board of Directors has no current intent to issue any Preferred Stock.
The General Motors Certificate of Incorporation authorizes the Board of
Directors to issue shares of Preferred Stock from time to time in distinctly
designated series, and each series of Preferred Stock would rank equally and be
identical in all respects to all other series except as to the dividend rate and
redemption price. Preferred Stock would rank senior to Preference Stock and
Common Stock with respect to payment of dividends and distributions in
liquidation. If any shares of Preferred Stock were issued, no cash dividends
could be paid on any class of Common Stock or any series of Preference Stock if
current assets of General Motors in excess of its current liabilities were less
than $75 per share of outstanding Preferred Stock.
As noted above, the General Motors Board of Directors has no current intent
to issue Preferred Stock, but if any shares were issued, they would not be
entitled to vote except that (i) they would vote together with the holders of
Common Stock on the disposition of General Motors' assets as an entirety; (ii)
if General Motors has defaulted in paying dividends on Preferred Stock for six
months, the holders of Preferred Stock, voting as a class, would be entitled to
elect one-quarter of the directors; and (iii) certain mortgaging or pledging of,
or the placing of certain liens upon, General Motors' property would require the
approval of the holders of three-fourths of any outstanding Preferred Stock.
PREFERENCE STOCK
Preference Stock would rank junior to Preferred Stock, if any were
outstanding, and ranks senior to Common Stock with respect to payment of
dividends and distributions in liquidation. Subject to these limitations, the
Board of Directors may from time to time authorize the issuance of shares of
Preference Stock in such series, and having such dividend and liquidation
preferences, voting rights, redemption prices, conversion rights, and other
terms and provisions as may be contained in the resolutions of the Board of
Directors providing for their issuance.
General Motors currently has outstanding four series of Preference Stock,
designated Series B 9 1/8% Preference Stock, Series C Convertible Preference
Stock, Series D 7.92% Preference Stock and Series G 9.12% Preference Stock. The
first issuance of Preference Stock occurred in September 1987 when General
Motors issued 3,262,306 shares of each of six series: E-I, E-II, E-III, H-I,
H-II and H-III. All outstanding
6
<PAGE> 8
shares of the Series E-I, E-II and E-III Preference Stock were redeemable at the
holder's election in October 1990, in September 1991, and in September 1992,
respectively, but no such shares were redeemed. All outstanding shares of the
Series E-II and Series E-III Preference Stock were exchanged by the holders
thereof for shares of Class E Common Stock in November 1992. All outstanding
shares of the Series E-I Preference Stock were exchanged by the holders thereof
for shares of Class E Common Stock or redeemed by General Motors in September
1993. General Motors redeemed all outstanding Series H-I Preference Stock in
October 1990, all outstanding Series H-II Preference Stock in September 1991 and
all outstanding Series H-III Preference Stock in September 1992. In July 1991,
General Motors issued 17,825,000 shares of Series A Conversion Preference Stock.
All outstanding shares of the Series A Conversion Preference Stock were
converted into shares of $1 2/3 Par Value Common Stock in June 1994. In December
1991, General Motors issued 11,075,000 shares of Series B 9 1/8% Preference
Stock, represented by 44,300,000 Depositary Shares. In February and March 1992,
General Motors issued 3,188,060 shares of Series C Convertible Preference Stock,
represented by 31,880,600 Depositary Shares. In July 1992, General Motors issued
3,925,000 shares of Series D 7.92% Preference Stock, represented by 15,700,000
Depositary Shares. In December 1992, General Motors issued 5,750,000 shares of
Series G 9.12% Preference Stock, represented by 23,000,000 Depositary Shares.
Outstanding shares of Series B 9 1/8% Preference Stock are referred to as
"Series B Preference Shares." Outstanding shares of Series C Convertible
Preference Stock are referred to as "Series C Preference Shares." Outstanding
shares of Series D 7.92% Preference Stock are referred to as "Series D
Preference Shares." Outstanding shares of Series G 9.12% Preference Stock are
referred to as "Series G Preference Shares."
SERIES B 9 1/8% PREFERENCE STOCK
Dividends. Subject to the rights of the holders of Preferred Stock, if any
were outstanding, dividends will be paid on the outstanding Series B Preference
Shares when, as and if declared by the Board of Directors out of General Motors'
assets legally available therefor. Dividends may be subject to restrictions
contained in any future debt agreements of General Motors and to limitations
contained in future series or classes of Preferred Stock or Preference Stock.
Holders of Series B Preference Shares will be entitled to receive
cumulative cash dividends, at the annual rate of 9 1/8% of the per share stated
value (equivalent to $9.125 per annum per Series B Preference Share), payable
quarterly for each of the quarters ending March, June, September and December of
each year, payable in arrears on the first day that is not a legal holiday of
each succeeding May, August, November and February, respectively. Each such
dividend will be paid to holders of record on each record date, which shall be
not less than 10 nor more than 50 days preceding the payment date, as fixed by
the Board of Directors. Dividends on the Series B Preference Shares, whether or
not declared, will be cumulative from the date of original issue of the Series B
Preference Shares. The amount of dividends payable for any period shorter than a
full quarterly dividend period will be determined on the basis of a 360-day year
consisting of twelve 30-day months. Accrued but unpaid dividends will not bear
interest.
Preferential dividends will accrue whether or not General Motors has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are declared. Dividends
accumulate to the extent they are not paid on the dividend payment date
following the calendar quarter for which they accrue. Accumulated preferential
dividends will not bear interest. Dividends will not be paid on any class of
Common Stock or other stock ranking junior to the Series B Preference Shares
(other than a dividend payable in shares of any class of Common Stock) and
General Motors will not redeem, repurchase or otherwise acquire any shares of
Common Stock or other stock ranking junior to the Series B Preference Shares
(other than a redemption or purchase of shares of Common Stock made in
connection with employee incentive or benefit plans of General Motors or its
subsidiaries), unless the full preferential dividends accumulated on all
outstanding Series B Preference Shares have been paid. Dividends will not be
declared on any series of Preference Stock for any prior dividend payment period
unless there shall have been declared on all outstanding shares of Preference
Stock ranking on a parity with such series, in respect of all dividend payment
periods of such parity stock terminating with or before such prior dividend
payment period, like proportionate dividends determined ratably in proportion to
the respective preferential dividends
7
<PAGE> 9
accumulated to date on such series and the dividends accumulated on all such
outstanding parity Preference Stock.
Conversion. The Series B Preference Shares are not convertible into shares
of any other class of capital stock of General Motors.
Redemption. The Series B Preference Shares may not be redeemed prior to
January 1, 1999. On or after January 1, 1999, General Motors may, at its option,
on not less than 35 nor more than 60 days' notice, redeem the Series B
Preference Shares, as a whole or in part, at any time or from time to time, for
cash in an amount equal to $100 per Series B Preference Share, plus an amount
equal to all dividends accrued and unpaid thereon to the date fixed for
redemption. If less than all outstanding Series B Preference Shares are to be
redeemed, shares to be redeemed will be selected by General Motors by lot or pro
rata or by any other method determined by General Motors in its sole discretion
to be equitable. Holders of Series B Preference Shares have no right to require
redemption of such shares.
Liquidation Preference. In the event of the liquidation, dissolution or
winding up of the business of General Motors, whether voluntary or involuntary,
the holders of Series B Preference Shares will be entitled to the liquidation
preference described below, after the holders of Preferred Stock, if any were
outstanding, receive the full preferential amounts to which they are entitled
and before any distribution to holders of Common Stock. The holders of the
Series B Preference Shares will be entitled to receive for each share $100 plus
an amount equal to all dividends accrued and unpaid thereon to the date of final
distribution to such holders (subject to the right of the holders of record of
any Series B Preference Share on a record date for payment of dividends thereon
to receive a dividend payable on the date of final distribution), but such
holders shall not be entitled to any further payment. If there are insufficient
assets to permit full payment to holders of the Series B Preference Shares and
the holders of any other series of Preference Stock which is on parity with the
Series B Preference Shares as to liquidation rights, then the holders of the
Series B Preference Shares and such other shares shall be paid ratably in
proportion to the full distributable amounts to which holders of all such parity
shares are respectively entitled upon such dissolution, liquidation or winding
up.
Voting. The Series B Preference Shares do not entitle holders thereof to
voting rights, except (i) with respect to any amendment or alteration of any
provision of the General Motors Certificate of Incorporation which would
adversely affect the powers, preferences or special rights of the Series B
Preference Shares, which requires the prior approval of the holders of at least
two-thirds of the outstanding Series B Preference Shares and (ii) in the event
General Motors fails to pay accumulated preferential dividends on the Series B
Preference Shares in full for any six quarterly dividend payment periods,
whether or not consecutive, and all such dividends remain unpaid (a
"Preferential Dividend Default"), or as required by law. In the event of a
Preferential Dividend Default, the number of directors of General Motors will be
increased by two and the holders of the outstanding Series B Preference Shares,
voting together as a class with all other series of Preference Stock ranking
junior to or on a parity with the Series B Preference Shares and then entitled
to vote on the election of such directors, will be entitled to elect such two
additional directors until the full dividends accumulated on all outstanding
Series B Preference Shares have been paid.
SERIES C CONVERTIBLE PREFERENCE STOCK
Dividends. Subject to the rights of the holders of Preferred Stock, if any
were outstanding, dividends will be paid on the outstanding Series C Preference
Shares when, as and if declared by the Board of Directors out of General Motors'
assets legally available therefor. Dividends may be subject to restrictions
contained in any future debt agreements of General Motors and to limitations
contained in future series or classes of Preferred Stock or Preference Stock.
Holders of Series C Preference Shares will be entitled to receive
cumulative cash dividends from the date of original issue, accruing at the
annual rate of $32.50 per share, and no more, payable quarterly for each of the
quarters ending March, June, September and December of each year, payable in
arrears on the first day that is not a legal holiday of each succeeding May,
August, November and February, respectively. Each such dividend will be paid to
holders of record on each record date, which shall be not less than 10 nor more
than 50 days preceding the payment date as fixed by the Board of Directors.
Dividends on the Series C Preference
8
<PAGE> 10
Shares, whether or not declared, will be cumulative from the date of original
issuance thereof. The amount of dividends payable for any period shorter than a
full quarterly dividend period will be determined on the basis of a 360-day year
consisting of twelve 30-day months. Accrued but unpaid dividends will not bear
interest.
Preferential dividends will accrue whether or not General Motors has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are declared. Dividends
accumulate to the extent they are not paid on the dividend payment date
following the calendar quarter for which they accrue. Accumulated preferential
dividends will not bear interest. Dividends will not be paid on any class of
Common Stock or other stock ranking junior to the Series C Preference Shares
(other than a dividend payable in shares of any class of Common Stock) and
General Motors will not redeem, repurchase or otherwise acquire any shares of
Common Stock or other stock ranking junior to the Series C Preference Shares
(other than a redemption or purchase of shares of Common Stock made in
connection with employee incentive or benefit plans of General Motors or its
subsidiaries), unless the full preferential dividends accumulated on all
outstanding Series C Preference Shares have been paid. Dividends will not be
declared on any series of Preference Stock for any prior dividend payment period
unless there shall have been declared on all outstanding shares of Preference
Stock ranking on a parity with such series, in respect of all dividend payment
periods of such parity stock terminating with or before such prior dividend
payment period, like proportionate dividends determined ratably in proportion to
the respective preferential dividends accumulated to date on such series and the
dividends accumulated on all such outstanding parity Preference Stock.
Conversion. The Series C Preference Shares are convertible at any time at
the option of the holders thereof into shares of Class E Common Stock at a
conversion price of $35.52 per share of Class E Common Stock (equivalent to a
conversion rate of 14.078 shares of Class E Common Stock for each Series C
Preference Share), subject to adjustment as described below. For purposes of
such conversion, each Series C Preference Share will be valued at $500.00.
Notwithstanding the foregoing, if Series C Preference Shares are called for
redemption by General Motors as provided below, holders of those shares will not
have the right to convert such shares into Class E Common Stock after the close
of business on the effective date of such call for redemption. In order to
prevent dilution of conversion rights, the conversion price will be adjusted in
the event of (i) a dividend in shares of Class E Common Stock paid with respect
to the Class E Common Stock, (ii) the subdivision or combination of the
outstanding shares of Class E Common Stock, (iii) the issuance to holders of
Class E Common Stock of certain rights or warrants to purchase Class E Common
Stock at below market prices, or (iv) the conversion or exchange of all
outstanding shares of Class E Common Stock for any securities of General Motors
by a recapitalization or otherwise.
Redemption. At any time on or after February 19, 1996, General Motors may
at its option call for redemption, on not less than 15 nor more than 60 days'
notice, any or all of the outstanding Series C Preference Shares at the call
price set forth in the following paragraph, plus any accumulated and unpaid
preferential dividends.
The call price per Series C Preference Share shall be as follows, if the
effective date of the redemption occurs during the 12-month period beginning
February 19 of the years indicated, plus in each case accrued and unpaid
dividends on such shares to and including the effective date: 1996 -- $519.50;
1997 -- $516.25; 1998 -- $513.00; 1999 -- $509.75; 2000 -- $506.50; 2001 --
$503.25; 2002 and thereafter -- $500.00. General Motors may pay the call price
in cash, in shares of $1 2/3 Par Value Common Stock, or in a specified
combination thereof.
If fewer than all outstanding Series C Preference Shares are called by
General Motors, the shares to be so called shall be selected by lot or pro rata
or by any other method determined by General Motors in its sole discretion to be
equitable. Holders of Series C Preference Shares have no right to require
redemption of such shares.
Liquidation Preference. In the event of the liquidation, dissolution or
winding up of the business of General Motors, whether voluntary or involuntary,
after the holders of Preferred Stock, if any were outstanding, receive the full
preferential amounts to which they are entitled and before any distribution to
holders of Common Stock, the holders of Series C Preference Shares, together
with holders of all other
9
<PAGE> 11
currently outstanding shares of Preference Stock, will be entitled to the
respective liquidation preferences described below.
The holders of Series C Preference Shares shall be entitled to receive for
each share $500.00 plus an amount equal to all dividends accrued and unpaid
thereon to the date of final distribution to such holders, and no more. If there
are insufficient assets to permit full payment to holders of the Series C
Preference Shares and the holders of any other series of Preference Stock which
is on parity with the Series C Preference Shares as to liquidation rights, then
the holders of the Series C Preference Shares and such other shares shall be
paid ratably in proportion to the full distributable amounts to which holders of
all such parity shares are respectively entitled upon such dissolution,
liquidation or winding up.
Voting. The Series C Preference Shares do not entitle the holders thereof
to voting rights, except (i) with respect to any amendment or alteration of any
provision of the General Motors Certificate of Incorporation which would
adversely affect the powers, preferences or special rights of the Series C
Preference Shares, which requires the prior approval of the holders of at least
two-thirds of the outstanding shares of such series and (ii) in the event
General Motors fails to pay preferential dividends on the Series C Preference
Shares in full for any six quarterly dividend payment periods, whether or not
consecutive, and all such dividends remain unpaid (a "Preferential Dividend
Default"), or as required by law. In the event of a Preferential Dividend
Default, the number of directors of General Motors will be increased by two and
the holders of the outstanding Series C Preference Shares voting as a class with
all other series of Preference Stock then entitled to vote on the election of
directors will be entitled to elect such two additional directors until the full
dividends accumulated on all outstanding Series C Preference Shares are paid.
SERIES D 7.92% PREFERENCE STOCK
Dividends. Subject to the rights of the holders of Preferred Stock, if any
were outstanding, dividends will be paid on the outstanding Series D Preference
Shares when, as and if declared by the Board of Directors out of General Motors'
assets legally available therefor. Dividends may be subject to restrictions
contained in any future debt agreements of General Motors and to limitations
contained in future series or classes of Preferred Stock or Preference Stock.
Holders of Series D Preference Shares will be entitled to receive
cumulative cash dividends, at the annual rate of 7.92% of the per share stated
value (equivalent to $7.92 per annum per Series D Preference Share), payable
quarterly for each of the quarters ending March, June, September and December of
each year, payable in arrears on the first day that is not a legal holiday of
each succeeding May, August, November and February, respectively. Each such
dividend will be paid to holders of record on each record date, which shall be
not less than 10 nor more than 50 days preceding the payment date, as fixed by
the Board of Directors. Dividends on the Series D Preference Shares, whether or
not declared, will be cumulative from the date of original issue of the Series D
Preference Shares. The amount of dividends payable for any period shorter than a
full quarterly dividend period will be determined on the basis of a 360-day year
consisting of twelve 30-day months. Accrued but unpaid dividends will not bear
interest.
Preferential dividends will accrue whether or not General Motors has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are declared. Dividends
accumulate to the extent they are not paid on the dividend payment date
following the calendar quarter for which they accrue. Accumulated preferential
dividends will not bear interest. Dividends will not be paid on any class of
Common Stock or other stock ranking junior to the Series D Preference Shares
(other than a dividend payable in shares of any class of Common Stock) and
General Motors will not redeem, repurchase or otherwise acquire any shares of
Common Stock or other stock ranking junior to the Series D Preference Shares
(other than a redemption or purchase of shares of Common Stock made in
connection with employee incentive or benefit plans of General Motors or its
subsidiaries), unless the full preferential dividends accumulated on all
outstanding Series D Preference Shares have been paid. Dividends will not be
declared on any series of Preference Stock for any prior dividend payment period
unless there shall have been declared on all outstanding shares of Preference
Stock ranking on a parity with such series, in respect of all dividend payment
periods of such parity stock terminating with or before such prior dividend
payment period,
10
<PAGE> 12
like proportionate dividends determined ratably in proportion to the respective
preferential dividends accumulated to date on such series and the dividends
accumulated on all such outstanding parity Preference Stock.
Conversion. The Series D Preference Shares are not convertible into shares
of any other class of capital stock of General Motors.
Redemption. The Series D Preference Shares may not be redeemed prior to
August 1, 1999. On or after August 1, 1999, General Motors may, at its option,
on not less than 35 nor more than 60 days' notice, redeem the Series D
Preference Shares, as a whole or in part, at any time or from time to time, for
cash in an amount equal to $100 per Series D Preference Share, plus an amount
equal to all dividends accrued and unpaid thereon to the date fixed for
redemption. If less than all outstanding Series D Preference Shares are to be
redeemed, shares to be redeemed will be selected by General Motors by lot or pro
rata or by any other method determined by General Motors in its sole discretion
to be equitable. Holders of Series D Preference Shares have no right to require
redemption of such shares.
Liquidation Preference. In the event of the liquidation, dissolution or
winding up of the business of General Motors, whether voluntary or involuntary,
the holders of Series D Preference Shares will be entitled to the liquidation
preference described below, after the holders of Preferred Stock, if any were
outstanding, receive the full preferential amounts to which they are entitled
and before any distribution to holders of Common Stock. The holders of the
Series D Preference Shares will be entitled to receive for each share $100 plus
an amount equal to all dividends accrued and unpaid thereon to the date of final
distribution to such holders (subject to the right of the holders of record of
any Series D Preference Shares on a record date for payment of dividends thereon
to receive a dividend payable on the date of final distribution), but such
holders shall not be entitled to any further payment. If there are insufficient
assets to permit full payment to holders of the Series D Preference Shares and
the holders of any other series of Preference Stock which is on parity with the
Series D Preference Shares as to liquidation rights, then the holders of the
Series D Preference Shares and such other shares shall be paid ratably in
proportion to the full distributable amounts to which holders of all such parity
shares are respectively entitled upon such dissolution, liquidation or winding
up.
Voting. The Series D Preference Shares do not entitle holders thereof to
voting rights, except (i) with respect to any amendment or alteration of any
provision of the General Motors Certificate of Incorporation which would
adversely affect the powers, preferences or special rights of the Series D
Preference Shares, which requires the prior approval of the holders of at least
two-thirds of the outstanding Series D Preference Shares and (ii) in the event
General Motors fails to pay accumulated preferential dividends on the Series D
Preference Shares in full for any six quarterly dividend payment periods,
whether or not consecutive, and all such dividends remain unpaid (a
"Preferential Dividend Default"), or as required by law. In the event of a
Preferential Dividend Default, the number of directors of General Motors will be
increased by two and the holders of the outstanding Series D Preference Shares,
voting together as a class with all other series of Preference Stock ranking
junior to or on a parity with the Series D Preference Shares and then entitled
to vote on the election of such directors, will be entitled to elect such two
additional directors until the full dividends accumulated on all outstanding
Series D Preference Shares have been paid.
SERIES G 9.12% PREFERENCE STOCK
Dividends. Subject to the rights of the holders of Preferred Stock, if any
were outstanding, dividends will be paid on the outstanding Series G Preference
Shares when, as and if declared by the Board of Directors out of General Motors'
assets legally available therefor. Dividends may be subject to restrictions
contained in any future debt agreements of General Motors and to limitations
contained in future series or classes of Preferred Stock or Preference Stock.
Holders of Series G Preference Shares will be entitled to receive
cumulative cash dividends, at the annual rate of 9.12% of the per share stated
value (equivalent to $9.12 per annum per Series G Preference Share), payable
quarterly for each of the quarters ending March, June, September and December of
each year, payable in arrears on the first day that is not a legal holiday of
each succeeding May, August, November and February, respectively. Each such
dividend will be paid to holders of record on each record date, which shall
11
<PAGE> 13
be not less than 10 nor more than 50 days preceding the payment date, as fixed
by the Board of Directors. Dividends on the Series G Preference Shares, whether
or not declared, will be cumulative from the date of original issue of the
Series G Preference Shares. The amount of dividends payable for any period
shorter than a full quarterly dividend period will be determined on the basis of
a 360-day year consisting of twelve 30-day months. Accrued but unpaid dividends
will not bear interest.
Preferential dividends will accrue whether or not General Motors has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are declared. Dividends
accumulate to the extent they are not paid on the dividend payment date
following the calendar quarter for which they accrue. Accumulated preferential
dividends will not bear interest. Dividends will not be paid on any class of
Common Stock or other stock ranking junior to the Series G Preference Shares
(other than a dividend payable in shares of any class of Common Stock) and
General Motors will not redeem, repurchase or otherwise acquire any shares of
Common Stock or other stock ranking junior to the Series G Preference Shares
(other than a redemption or purchase of shares of Common Stock made in
connection with employee incentive or benefit plans of General Motors or its
subsidiaries), unless the full preferential dividends accumulated on all
outstanding Series G Preference Shares have been paid. Dividends will not be
declared on any series of Preference Stock for any prior dividend payment period
unless there shall have been declared on all outstanding shares of Preference
Stock ranking on a parity with such series, in respect of all dividend payment
periods of such parity stock terminating with or before such prior dividend
payment period, like proportionate dividends determined ratably in proportion to
the respective preferential dividends accumulated to date on such series and the
dividends accumulated on all such outstanding parity Preference Stock.
Conversion. The Series G Preference Shares are not convertible into shares
of any other class of capital stock of General Motors.
Redemption. The Series G Preference Shares may not be redeemed prior to
January 1, 2001. On or after January 1, 2001, General Motors may, at its option,
on not less than 35 nor more than 60 days' notice, redeem the Series G
Preference Shares, as a whole or in part, at any time or from time to time, for
cash in an amount equal to $100 per Series G Preference Share, plus an amount
equal to all dividends accrued and unpaid thereon to the date fixed for
redemption. If less than all outstanding Series G Preference Shares are to be
redeemed, shares to be redeemed will be selected by General Motors by lot or pro
rata or by any other method determined by General Motors in its sole discretion
to be equitable. Holders of Series G Preference Shares have no right to require
redemption of such shares.
Liquidation Preference. In the event of the liquidation, dissolution or
winding up of the business of General Motors, whether voluntary or involuntary,
the holders of Series G Preference Shares will be entitled to the liquidation
preference described below, after the holders of Preferred Stock, if any were
outstanding, receive the full preferential amounts to which they are entitled
and before any distribution to holders of Common Stock. The holders of the
Series G Preference Shares will be entitled to receive for each share $100 plus
an amount equal to all dividends accrued and unpaid thereon to the date of final
distribution to such holders (subject to the right of the holders of record of
any Series G Preference Shares on a record date for payment of dividends thereon
to receive a dividend payable on the date of final distribution), but such
holders shall not be entitled to any further payment. If there are insufficient
assets to permit full payment to holders of the Series G Preference Shares and
the holders of any other series of Preference Stock which is on parity with the
Series G Preference Shares as to liquidation rights, then the holders of the
Series G Preference Shares and such other shares shall be paid ratably in
proportion to the full distributable amounts to which holders of all such parity
shares are respectively entitled upon such dissolution, liquidation or winding
up.
Voting. The Series G Preference Shares do not entitle holders thereof to
voting rights, except (i) with respect to any amendment or alteration of any
provision of the General Motors Certificate of Incorporation which would
adversely affect the powers, preferences or special rights of the Series G
Preference Shares, which requires the prior approval of the holders of at least
two-thirds of the outstanding Series G Preference Shares and (ii) in the event
General Motors fails to pay accumulated preferential dividends on the Series G
Preference Shares in full for any six quarterly dividend payment periods,
whether or not consecutive, and all
12
<PAGE> 14
such dividends remain unpaid (a "Preferential Dividend Default"), or as required
by law. In the event of a Preferential Dividend Default, the number of directors
of General Motors will be increased by two and the holders of the outstanding
Series G Preference Shares, voting together as a class with all other series of
Preference Stock ranking junior to or on a parity with the Series G Preference
Shares and then entitled to vote on the election of such directors, will be
entitled to elect such two additional directors until the full dividends
accumulated on all outstanding Series G Preference Shares have been paid.
COMMON STOCK
General Motors has three classes of common stock: 1 2/3 Par Value Common
Stock, Class E Common Stock and Class H Common Stock.
Dividends. Subject to the rights of the holders of Preferred Stock, if any
were outstanding, and Preference Stock, dividends may be paid in cash or
otherwise, when, as and if declared by the Board of Directors, on the $1 2/3 Par
Value Common Stock, the Class E Common Stock and the Class H Common Stock out of
the assets of General Motors legally available therefor as provided below.
Dividends on the $1 2/3 Par Value Common Stock may be declared and paid
only to the extent of the assets of General Motors legally available therefor,
reduced by the amount available for dividends on the Class E Common Stock and
the Class H Common Stock. Dividends paid on the $1 2/3 Par Value Common Stock
and adjustments to surplus arising from the repurchase of shares of $1 2/3 Par
Value Common Stock or other appropriate circumstances will be charged to the
amount available for payment of dividends on $1 2/3 Par Value Common Stock.
General Motors' policy is to distribute dividends on the $1 2/3 Par Value
Common Stock based on the outlook and indicated capital needs of General Motors'
business. At the November 2, 1992 meeting of the General Motors Board of
Directors, the quarterly dividend on the $1 2/3 Par Value Common Stock was
reduced from $0.40 per share to $0.20 per share to conserve cash and strengthen
GM's competitive position. On February 4, 1991, the General Motors Board of
Directors had reduced the quarterly dividend to $0.40 per share from $0.75 per
share of $1 2/3 Par Value Common Stock.
Dividends on Class E Common Stock may be declared and paid out of assets of
General Motors legally available therefor only to the extent of the sum of (i)
the paid in surplus attributable to Class E Common Stock plus (ii) the Available
Separate Consolidated Net Income of EDS earned after the EDS Acquisition. The
Available Separate Consolidated Net Income of EDS for each quarterly accounting
period is equal to (x) the separate consolidated net income of EDS for that
period, determined in accordance with generally accepted accounting principles
(without giving effect to any adjustment which would result from accounting for
the EDS Acquisition using the purchase method) multiplied by (y) a fraction, the
numerator of which is the weighted average number of shares of the Class E
Common Stock outstanding during that period and the denominator of which was
481.7 million for the third quarter of 1994; provided that such fraction shall
never be greater than one. The denominator shall be adjusted from time to time
as deemed appropriate by the Board of Directors (i) to reflect subdivisions and
combinations of the Class E Common Stock and stock dividends payable in shares
of Class E Common Stock to holders of Class E Common Stock, (ii) to reflect the
fair market value of contributions of cash or property by General Motors to EDS
or its subsidiaries and to reflect such contributions or contributions of
General Motors capital stock by General Motors to, or for the benefit of,
employees of EDS or its subsidiaries in connection with employee benefit plans
or arrangements and (iii) to reflect payments by EDS to General Motors of
amounts applied to the repurchase by General Motors of shares of Class E Common
Stock and purchases by EDS of shares of Class E Common Stock. The Board of
Directors has determined the denominator will be automatically adjusted at the
end of each quarter to reflect on a weighted-average basis the number of shares
of Class E Common Stock acquired or sold by EDS during such quarter. For all
purposes, determination of the Available Separate Consolidated Net Income of EDS
will be in the sole discretion of the Board of Directors.
Under the current dividend policy as adopted by the General Motors Board of
Directors, the annual per share dividends on the Class E Common Stock, when, as
and if declared by the Board of Directors in its sole discretion, will equal
approximately 30% of the Available Separate Consolidated Net Income of EDS for
the
13
<PAGE> 15
preceding year. Under the current dividend policy, the quarterly dividend on the
Class E Common Stock for 1994 was $0.12 per share. Although such dividend policy
is subject to change in the sole discretion of the General Motors Board of
Directors, it has no present intention of doing so. However, it reserves the
right to reconsider this policy from time to time and to increase or decrease
the dividends paid on the Class E Common Stock in light of the earnings and
financial position of EDS, General Motors' consolidated financial position,
including liquidity, and other factors. The Capital Stock Committee of the
General Motors Board of Directors is responsible for reviewing any dividend
policy which may have differing effects on holders of the three classes of
General Motors common stock.
The number of shares of common stock of EDS issued and outstanding, all of
which shares are owned by General Motors, is adjusted from time to time so as to
remain equal to the denominator of the fraction described above. It is the
policy of the Board of Directors of EDS to pay quarterly dividends to General
Motors on such shares in a per share amount equal to the dividends per share
paid by General Motors with respect to the Class E Common Stock. EDS makes no
payments to General Motors with respect to dividend payments by General Motors
on the Series C Preference Shares.
Dividends on Class H Common Stock may be declared and paid out of assets of
General Motors legally available therefor only to the extent of the sum of (i)
the paid in surplus of General Motors attributable to Class H Common Stock plus
(ii) the Available Separate Consolidated Net Income of GMHE earned after
December 31, 1985, the date that General Motors acquired Hughes. The Available
Separate Consolidated Net Income of GMHE for each quarterly accounting period is
equal to (x) the separate consolidated net income of GMHE for that period,
determined in accordance with generally accepted accounting principles (without
giving effect to any adjustment which would result from accounting for GM's
acquisition of Hughes using the purchase method) multiplied by (y) a fraction,
the numerator of which is the weighted average number of shares of Class H
Common Stock outstanding during that period and the denominator of which was
399.9 million for the third quarter of 1994; provided that such fraction shall
never be greater than one. The denominator shall be adjusted from time to time
as deemed appropriate by the General Motors Board of Directors under
circumstances that are generally similar to those which would give rise to an
adjustment of the denominator for the Class E Common Stock, as described above.
For all purposes, determination of the Available Separate Consolidated Net
Income of GMHE will be in the sole discretion of the General Motors Board of
Directors.
Under the current dividend policy as adopted by the General Motors Board of
Directors, the annual per share dividends on the Class H Common Stock, when, as
and if declared by the Board of Directors in its sole discretion, will equal
approximately 35% of the Available Separate Consolidated Net Income of GMHE for
the preceding year. Notwithstanding the current dividend policy, the dividends
paid and to be paid on the Class H Common Stock during 1994, 1993 and 1992
exceed 35% of the Available Separate Consolidated Net Income of GMHE for the
preceding year (excluding the impact of a $750 million after-tax special
restructuring charge at GMHE in 1992). The quarterly dividend on the Class H
Common Stock established for 1994 was $0.20 per share. Although such dividend
policy is subject to change in the sole discretion of the Board of Directors, it
has no present intention of doing so. However, it reserves the right to
reconsider this policy from time to time and to increase or decrease the
dividends paid on the Class H Common Stock in light of the earnings and
consolidated financial position of GMHE, General Motors' consolidated financial
position, including liquidity, and other factors. The Capital Stock Committee of
the Board of Directors is responsible for reviewing any dividend policy which
may have differing effects on holders of the three classes of General Motors
common stock.
The number of shares of common stock of GMHE issued and outstanding as of
September 30, 1994 was 1,000, all of which are owned by General Motors. It is
the policy of the Board of Directors of GMHE to pay quarterly dividends to
General Motors on such shares in an aggregate amount equal to the dividend per
share paid by General Motors with respect to the Class H Common Stock multiplied
by the denominator used to determine the Available Separate Consolidated Net
Income of GMHE.
Subject to the foregoing, the Board of Directors may declare dividends
payable exclusively to the holders of $1 2/3 Par Value Common Stock, payable
exclusively to the holders of Class H Common Stock, payable
14
<PAGE> 16
exclusively to the holders of Class E Common Stock, or payable to the holders of
any two or more of such classes in equal or unequal amounts, notwithstanding the
respective amounts of surplus available for payment of dividends on each class,
the respective voting and liquidation rights of each class, the amount of any
prior dividends declared on each class, or any other factor.
Voting. Under the General Motors Certificate of Incorporation and subject
to adjustment as described below, holders of $1 2/3 Par Value Common Stock may
cast one vote per share on all matters submitted to General Motors' stockholders
for a vote, holders of Class E Common Stock may cast one-eighth of a vote per
share on all such matters, and holders of Class H Common Stock may cast one-half
of a vote per share on all such matters. Holders of $1 2/3 Par Value Common
Stock, Class E Common Stock and Class H Common Stock will vote together as a
single class on all matters, except that (i) any amendment to the Certificate of
Incorporation which adversely affects the rights, powers or privileges of any
class must also be approved by the holders of that class voting separately as a
class; (ii) any increase in the number of authorized shares of Class E Common
Stock must be approved by both (A) the holders of a majority of $1 2/3 Par Value
Common Stock, Class E Common Stock and Class H Common Stock voting together as a
single class and (B) the holders of a majority of Class E Common Stock voting
separately as a class; and (iii) any increase in the number of authorized shares
of Class H Common Stock must be approved by both (A) the holders of a majority
of $1 2/3 Par Value Common Stock, Class E Common Stock and Class H Common Stock
voting together as a single class and (B) the holders of a majority of Class H
Common Stock voting separately as a class.
Recapitalization by Exchange of Stock. At any time after December 31, 1994,
the Board of Directors, in its sole discretion, may recapitalize General Motors
by exchanging all of the outstanding shares of Class E Common Stock for shares
of $1 2/3 Par Value Common Stock at the Exchange Rate (as defined below).
However, the Board of Directors may effect such an exchange only if, during each
of the five full fiscal years preceding the exchange, the aggregate cash
dividends on the Class E Common Stock have been no less than the product of the
Payout Ratio (as defined below) for such year multiplied by the Available
Separate Consolidated Net Income of EDS for the prior fiscal year. If General
Motors sells, transfers, assigns or otherwise disposes of the business of EDS
substantially as an entirety to a person, entity or group of which General
Motors is not a majority owner, all of the outstanding shares of Class E Common
Stock will automatically be exchanged for shares of $1 2/3 Par Value Common
Stock at the Exchange Rate.
At any time after December 31, 1995, the Board of Directors, in its sole
discretion, may recapitalize General Motors by exchanging all of the outstanding
shares of Class H Common Stock for shares of $1 2/3 Par Value Common Stock at
the Exchange Rate. However, the Board of Directors may effect such an exchange
only if, during each of the five full fiscal years preceding the exchange, the
aggregate cash dividends on the Class H Common Stock have been no less than the
product of the Payout Ratio for such year multiplied by the Available Separate
Consolidated Net Income of GMHE for the prior fiscal year. If General Motors
sells, transfers, assigns or otherwise disposes of substantially all of the
business of Hughes Aircraft Company, its subsidiaries and successors or of
substantially all of the other business of GMHE to a person, entity or group of
which General Motors is not a majority owner, all of the outstanding shares of
Class H Common Stock will automatically be exchanged for shares of $1 2/3 Par
Value Common Stock at the Exchange Rate.
The "Payout Ratio" equals the lesser of (A) 0.25 or (B) the quotient of (x)
the total cash dividends paid on $1 2/3 Par Value Common Stock for such fiscal
year, divided by (y) the net income of General Motors for such fiscal year,
minus the Available Separate Consolidated Net Income of EDS for such fiscal year
and the Available Separate Consolidated Net Income of GMHE for such fiscal year.
The "Exchange Rate" per share of Class E Common Stock and Class H Common
Stock will equal 120% of the ratio of (i) the average market price per share of
Class E Common Stock or of Class H Common Stock, respectively, on a specified
valuation date to (ii) the average market price per share of $1 2/3 Par Value
Common Stock on such date.
No fractional shares of $1 2/3 Par Value Common Stock will be issued in any
such exchange. In lieu thereof, a holder of shares of Class E Common Stock or
Class H Common Stock, as the case may be, will receive cash equal to the product
of (A) the fraction of a share of $1 2/3 Par Value Common Stock to which the
15
<PAGE> 17
holder would otherwise have been entitled, multiplied by (B) the average market
price per share of $1 2/3 Par Value Common Stock on such valuation date.
Liquidation Rights. In the event of the liquidation, dissolution or winding
up of the business of General Motors, whether voluntary or involuntary, after
the holders of Preferred Stock, if any were outstanding, and Preference Stock
receive the full preferential amounts to which they are entitled, holders of the
$1 2/3 Par Value Common Stock, Class E Common Stock and Class H Common Stock
will receive the assets remaining for distribution to the General Motors
stockholders on a per share basis in proportion to the respective per share
liquidation units of such classes. Subject to adjustment as described below,
each share of $1 2/3 Par Value Common Stock, Class E Common Stock and Class H
Common Stock would currently be entitled to liquidation units of approximately
one (1.0), one-eighth (0.125) and one-half (0.50), respectively. Holders of
Class E Common Stock and Class H Common Stock have no direct rights in the
equity or assets of EDS or GMHE, respectively, but rather, together with holders
of $1 2/3 Par Value Common Stock, have certain liquidation rights in the equity
and assets of General Motors (which includes 100% of the stock of both EDS and
GMHE).
Subdivision or Combination. If General Motors subdivides (by stock split or
otherwise) or combines (by reverse stock split or otherwise) the outstanding
shares of the $1 2/3 Par Value Common Stock, the Class E Common Stock or the
Class H Common Stock, the voting and liquidation rights of shares of Class E
Common Stock and Class H Common Stock relative to $1 2/3 Par Value Common Stock
will be appropriately adjusted.
In the event of the issuance of shares of Class E Common Stock or Class H
Common Stock as a dividend on shares of $1 2/3 Par Value Common Stock, the
liquidation rights of the applicable class of Common Stock would be adjusted so
that the relative aggregate liquidation rights of each stockholder would not be
changed as a result of such dividend.
LEGAL MATTERS
The legality of the shares of $1 2/3 Par Value Common Stock offered hereby
will be passed upon for General Motors by Warren G. Andersen, Attorney, Legal
Staff of General Motors. Mr. Andersen is the beneficial owner of shares,
including shares subject to options, of General Motors $1 2/3 Par Value Common
Stock and Class E Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedules
included in the General Motors 1993 Form 10-K, incorporated by reference herein,
have been audited by Deloitte & Touche (as to financial statements and financial
statement schedules of General Motors and as to financial statements of GMHE)
and by KPMG Peat Marwick (as to financial statements of EDS), independent
auditors, as stated in their respective reports appearing therein, and have been
so incorporated in reliance upon such reports given upon the authority of
Deloitte & Touche LLP and KPMG Peat Marwick LLP as experts in accounting and
auditing.
16
<PAGE> 18
[GM LOGO]
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
General Motors is paying the expenses of this offering. The amounts set
forth below, except for the Securities and Exchange Commission registration fee,
are estimated:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee..................... $246,305
Legal fees.............................................................. 25,000
Printing and Engraving Expenses......................................... 15,000
Auditors' fees.......................................................... 8,100
Miscellaneous........................................................... 5,595
--------
Total................................................................. $300,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware Corporation Law, General Motors is
empowered to indemnify its directors and officers in the circumstances therein
provided.
General Motors Certificate of Incorporation, as amended, provides that no
directors shall be personally liable to General Motors or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to General
Motors, or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or any successor provision thereto, of the Delaware Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Under Article V of its By-Laws, General Motors shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director, officer, employee, fiduciary or
member of any other corporation, partnership, joint venture, trust, organization
or other enterprise. General Motors shall not be required to indemnify a person
in connection with a proceeding initiated by such person if the proceeding was
not authorized by the Board of Directors of General Motors. General Motors shall
pay the expenses of directors and officers incurred in defending any proceeding
in advance of its final disposition ("advancement of expenses"); provided,
however, that the payment of expenses incurred by a director or officer in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under Article V of the By-Laws or otherwise. If a
claim for indemnification or advancement of expenses by an officer or director
under Article V of the By-Laws is not paid in full within ninety days after a
written claim therefor has been received by General Motors, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action General Motors shall have the burden of proving that the
claimant was not entitled to the requested indemnification or advancement of
expenses under applicable law. The rights conferred on any person by Article V
of the By-Laws shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of General Motors
Certificate of Incorporation or By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise.
II-1
<PAGE> 20
General Motors is insured against liabilities which it may incur by reason
of Article V of its By-Laws. In addition, directors and officers are insured, at
GM's expense, against some liabilities which might arise out of their employment
and not be subject to indemnification under Article V of the By-Laws.
Pursuant to a resolution adopted by the Board of Directors on December 1,
1975, General Motors to the fullest extent permissible under law will indemnify,
and has purchased insurance on behalf of, directors or officers of General
Motors, or any of them, who incur or are threatened with personal liability,
including expense, under the Employee Retirement Income Security Act of 1974, as
amended, or any amendatory or comparable legislation or regulation thereunder.
ITEM 16. EXHIBITS.
Except as otherwise indicated, the following documents have been filed as
exhibits to the Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C>
4(a) Restated Certificate of Incorporation of General Motors Corporation as amended to
May 26, 1994, incorporated by reference to Exhibit 3(i) to the Current Report on
Form 8-K of General Motors dated May 26, 1994, and Amendment to Article Fourth of
the Certificate of Incorporation -- Division III -- Preference Stock, by reason of
the Certificates of Designations filed with the Secretary of State of the State of
Delaware on September 14, 1987 and the Certificate of Decrease filed with the
Secretary of State of the State of Delaware on September 29, 1987, incorporated by
reference to Exhibit 19 to the Quarterly Report on Form 10-Q of General Motors for
the quarter ended June 30, 1990 in the Form SE of General Motors dated August 6,
1990; as further amended by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on June 28, 1991, incorporated by
reference to Exhibit 4(a) to Form S-8 Registration Statement of General Motors
dated November 6, 1991 (Registration No. 33-43744) in the Form SE of General
Motors dated November 1, 1991; as further amended by the Certificate of
Designations filed with the Secretary of State of the State of Delaware on
December 9, 1991, incorporated by reference to Exhibit 4(a) to Form S-3
Registration Statement of General Motors dated January 27, 1992 (Registration No.
33-45216) in the Form SE of General Motors dated January 27, 1992; as further
amended by the Certificate of Designations filed with the Secretary of State of
the State of Delaware on February 14, 1992, incorporated by reference to Exhibit
3(a) to the Annual Report on Form 10-K of General Motors for the year ended
December 31, 1991 in the Form SE of General Motors dated March 20, 1992; as
further amended by the Certificate of Designations filed with the Secretary of
State of the State of Delaware on July 15, 1992, incorporated by reference to
Exhibit 3(a)(2) to the Quarterly Report on Form 10-Q of General Motors for the
quarter ended June 30, 1992 in the Form SE of General Motors dated August 10,
1992; and as further amended by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on December 15, 1992, incorporated by
reference to Exhibit 4(a) to Form S-3 Registration Statement of General Motors
dated January 25, 1993 (Registration No. 33-49309) in the Form SE of General
Motors dated January 25, 1993.
4(b) By-Laws of General Motors Corporation as amended to December 6, 1993, incorporated
by reference to Exhibit 3(ii) to the Current Report on Form 8-K of General Motors
dated December 6, 1993.
5* Opinion of Warren G. Andersen, Esq.
23(a) Consent of Deloitte & Touche LLP, independent auditors.
23(b) Consent of KPMG Peat Marwick LLP, independent auditors.
23(c) Consent of counsel (included in Exhibit 5 above).
</TABLE>
- -------------------------
* Filed previously.
II-2
<PAGE> 21
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, 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 the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs 1(i) and (1)(ii) 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 the Registration Statement.
2. 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. 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.
4. For purposes of determining any liability under the Securities Act, 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.
5. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is assessed by such
director, officer or controlling person in connection with the securities being
registered, the Registrant 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 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
December 12, 1994.
GENERAL MOTORS CORPORATION
By: /s/ JOHN F. SMITH, JR.
-----------------------------------------------
(John F. Smith, Jr.
Chief Executive Officer, President and Director)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed on December 12, 1994 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- ---------------------------------
<S> <C> <C>
/s/ JOHN G. SMALE Chairman of the Board of
- ---------------------------------------- Directors
(John G. Smale)
/s/ JOHN F. SMITH, JR. Chief Executive Officer,
- ---------------------------------------- President and Director
(John F. Smith, Jr.)
/s/ WILLIAM E. HOGLUND Executive Vice President and
- ---------------------------------------- Director
(William E. Hoglund)
/s/ J. MICHAEL LOSH Executive Vice President and
- ---------------------------------------- Chief Financial Officer
(J. Michael Losh)
(Principal
/s/ LEON J. KRAIN Vice President and Group Financial
- ---------------------------------------- Executive Officers)
(Leon J. Krain)
/s/ HEIDI KUNZ Vice President and Treasurer
- ----------------------------------------
(Heidi Kunz)
/s/ WALLACE W. CREEK Comptroller
- ----------------------------------------
(Wallace W. Creek) (Principal
Accounting
/s/ JAMES H. HUMPHREY Chief Accounting Officer Officers)
- ----------------------------------------
(James H. Humphrey)
</TABLE>
II-4
<PAGE> 23
SIGNATURES
(CONCLUDED)
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- -----
<S> <C>
- ---------------------------------------- Director
(Anne L. Armstrong)
/s/ JOHN H. BRYAN Director
- ----------------------------------------
(John H. Bryan)
/s/ THOMAS E. EVERHART Director
- ----------------------------------------
(Thomas E. Everhart)
/s/ CHARLES T. FISHER, III Director
- ----------------------------------------
(Charles T. Fisher, III)
/s/ J. WILLARD MARRIOTT, JR. Director
- ----------------------------------------
(J. Willard Marriott, Jr.)
/s/ ANN D. McLAUGHLIN Director
- ----------------------------------------
(Ann D. McLaughlin)
/s/ PAUL H. O'NEILL Director
- ----------------------------------------
(Paul H. O'Neill)
/s/ EDMUND T. PRATT, JR. Director
- ----------------------------------------
(Edmund T. Pratt, Jr.)
/s/ LOUIS W. SULLIVAN Director
- ----------------------------------------
(Louis W. Sullivan)
/s/ DENNIS WEATHERSTONE Director
- ----------------------------------------
(Dennis Weatherstone)
/s/ THOMAS H. WYMAN Director
- ----------------------------------------
(Thomas H. Wyman)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
GENERAL MOTORS CORPORATION:
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement on Form S-3 (No. 33-56671) of General Motors Corporation
of the report of Deloitte & Touche dated February 9, 1994 appearing in the
Annual Report on Form 10-K of General Motors Corporation for the year ended
December 31, 1993 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
Detroit, Michigan
December 12, 1994
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
ELECTRONIC DATA SYSTEMS CORPORATION:
We hereby consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
Dallas, Texas
December 12, 1994
