PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 7, 1995)
$302,377,000
GENERAL MOTORS CORPORATION
7.10% NOTES DUE MARCH 15, 2006
----------------
Interest payable March 15 and September 15
----------------
The 7.10% Notes due March 15, 2006 (the "Notes") will mature on March
15, 2006, will not be redeemable prior to maturity and will not be subject to
any sinking fund provisions. Interest will be payable semiannually on March
15 and September 15 of each year, commencing September 15, 1996. The Notes
will be represented by a Global Note registered in the name of The Depository
Trust Company (the "Depositary") or its nominee. Beneficial interests in the
Global Note 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. Except as
described in the Prospectus, Notes in definitive form will not be issued.
See "Book-Entry Securities - Delivery and Form" in the accompanying Prospectus.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
PRICE 99.385% AND ACCRUED INTEREST, IF ANY
----------------
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions Corporation (1) (2)
---------- ----------- -------------------
Per Note. . . . . 99.385% .600% 98.785%
Total . . . . . $300,517,381 $1,814,262 $298,703,119
- ---------------------
(1) Plus accrued interest, if any, from March 20, 1996
(2) Before deduction of expenses payable by the Corporation estimated
at $75,000.
----------------
The Notes are offered, subject to prior sale, when, as and if accepted
by the Underwriters, and subject to approval of certain legal matters by
Davis Polk & Wardwell, counsel for the Underwriters. It is expected that
delivery of the Global Note will be made on or about March 20, 1996, through
the book-entry facilities of the Depositary, against payment therefor in
immediately available funds.
----------------
MORGAN STANLEY & CO. SALOMON BROTHERS INC
INCORPORATED
LEHMAN BROTHERS
March 15, 1996
<PAGE>
No person has been authorized to give any information or to make any
representations not contained in this Prospectus Supplement or the accompanying
Prospectus in connection with the offer made by this Prospectus Supplement and
the accompanying Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Corporation or by any Underwriter. This Prospectus Supplement and the
accompanying Prospectus shall not constitute an offer of any securities other
than the Notes.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
RATIOS OF EARNINGS TO FIXED CHARGES
(Unaudited)
Years Ended
December 31,
1995 1994
---- ----
2.52 2.51
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. See "Ratios
of Earnings to Fixed Charges" in the accompanying Prospectus for additional
information.
RECENT DEVELOPMENTS
On March 12, 1996, Standard & Poor's Corporation ("S&P") affirmed its
ratings of the Corporation's senior debt securities at A- in light of a work
stoppage that has caused the Corporation to curtail manufacturing activities
throughout North America. S&P stated that the affirmation reflects its
assumption that this conflict will be resolved before the adverse consequences
become sufficient to warrant a reassessment of the Corporation's ratings. S&P
stated that if the strike persists, it would initiate a CreditWatch review,
reflecting concerns about the financial impact of an extended shutdown, the
damage that could result to the Corporation's marketing momentum, and the
potential ramifications of the work stoppage for the Corporation's renegotiation
of its national labor agreement with the UAW, which expires in September 1996.
As of the date of this Prospectus Supplement, the Corporation has ceased
production at 24 of its 29 North American assembly plants and at certain of its
automotive component plants.
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby, together with
the net proceeds to the Corporation from the concurrent sale of the $377,377,000
aggregate principal amount at maturity of the 7.75% Discount Debentures due
March 15, 2036 (a combined total of approximately $372,353,119 of net proceeds)
will be used for general corporate purposes, including the
repayment of existing indebtedness.
DESCRIPTION OF NOTES
The Notes offered hereby will be limited to $302,377,000 aggregate
principal amount and are to be issued under an Indenture dated as of December 7,
1995, which is more fully described in the accompanying Prospectus.
The Notes will mature on March 15, 2006, are not redeemable by the
Corporation prior to maturity and are not subject to any sinking fund
provisions. The Notes will bear interest from March 20, 1996, payable
semiannually on each March 15 and September 15, beginning September 15, 1996, to
the persons in whose names the Notes are registered at the close of business on
the last day of the calendar month next preceding such March 15 and September
15.
The Notes will be issued in book-entry from. See "Book-Entry Securities--
Delivery and Form" in the accompanying Prospectus.
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated March 15, 1996, the Underwriters named below have severally
agreed to purchase and the Corporation has agreed to sell to them, severally,
the respective principal amounts of Notes set forth below.
PRINCIPAL
UNDERWRITER AMOUNT
Morgan Stanley & Co. Incorporated . . . .. . . . . . . $100,792,334
Salomon Brothers Inc . . . . . . . . . . . . . . . . . 100,792,333
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . 100,792,333
------------
Total . . . . . . . . . . . . . . . . . . . . . . $302,377,000
============
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Corporation currently has no intention to list the Notes on any
securities exchange, and there can be no assurance that there will be a
secondary market for the Notes. However, from time to time, the Underwriters may
make a market in the Notes.
The Corporation has been advised by Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and Lehman Brothers Inc., as the Underwriters, that the
Underwriters propose to offer the Notes to the public initially at the offering
price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession not in excess of .35% of the principal
amount of the Notes; that the Underwriters and such dealers may reallow a
discount not in excess of .25% of such principal amount on sales to certain
other dealers; and that after the initial public offering the public offering
price and concession and discount to dealers may be changed by the Underwriters.
In the ordinary course of their respective businesses, affiliates of the
Underwriters have engaged, and will in the future engage, in investment
banking transactions with the Corporation and certain of its affiliates.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed on for the
Corporation by Martin I. Darvick, Esq., Attorney, General Motors Legal Staff,
and for the Underwriters by Davis Polk & Wardwell. Mr. Darvick owns shares of
General Motors $1 2/3 par value common stock, including shares subject to
option.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for the Corporation in various matters.
<PAGE>
PROSPECTUS
GENERAL MOTORS CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
General Motors Corporation (the "Corporation" or "General Motors"),
directly, through agents designated from time to time, or through dealers or
underwriters also to be designated, may offer from time to time its debt
securities (the "Debt Securities") or its warrants to purchase any of the Debt
Securities (the "Debt Warrants"), for issuance and sale, at an aggregate initial
offering price not to exceed $2,000,000,000 or the equivalent thereof in other
currencies, including composite currencies such as the European Currency Unit
("ECU") (the "Specified Currency"), on terms to be determined at the time of
sale. The Debt Securities and the Debt Warrants are herein collectively called
the "Offered Securities." The Securities may be offered either together or
separately and in one or more series, in amounts, at prices and on terms to be
set forth in supplements to this Prospectus. The Securities may be sold for U.S.
dollars or the Specified Currency and the principal of and any premium and
interest on the Securities may likewise be payable in U.S. dollars or the
Specified Currency. The Specified Currency for which the Securities may be
purchased and the Specified Currency in which principal of and any premium and
interest on the Securities may be payable are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement").
The Debt Securities will be issued in fully registered definitive form
("Certificated Securities") or in the form of global securities which may be
held and registered only in the name of a depositary institution ("Book-Entry
Securities").
The terms of the Debt Securities, including the specific designation,
aggregate principal amount, authorized denominations, purchase price, maturity,
interest rate (which may be fixed or variable) and time of payment of interest,
if any, any redemption or repayment terms, and the Specified Currency in which
the Debt Securities shall be payable (and similar information with respect to
the Debt Securities purchasable upon exercise of each Debt Warrant), are set
forth in the accompanying Prospectus Supplement (the "Prospectus Supplement").
Where Debt Warrants are to be offered, a Prospectus Supplement shall set forth
the offering price and terms of the Debt Warrants, including the purchase price,
exercise price or prices, detachability, expiration date or dates, exercise
period or periods, the Specified Currency in which such Debt Warrants are
exercisable, the price or prices, if any, at which the Debt Warrants may be
redeemed at the option of the holder or will be redeemed upon expiration, and
the Warrant Agent acting under the Warrant Agreement pursuant to which the Debt
Warrants are to be issued.
The Securities may be sold directly by the Corporation, through agents of
the Corporation designated from time to time, or through underwriters or
dealers, or through a combination of such methods. If any agents, underwriters
or dealers are involved in the sale of the Offered Securities, the names of such
agents, underwriters or dealers and any applicable commissions or discounts are
set forth in the accompanying Prospectus Supplement. Any Agents, underwriters or
dealers participating in the offering may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended. See "Plan of Distribution"
for possible indemnification arrangements for the agents, underwriters and
dealers. The Corporation reserves the sole right to accept and, together with
its agents from time to time, to reject in whole or in part any proposed
purchase of Securities to be made directly or through agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 7, 1995
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus, Prospectus Supplement, and Pricing Supplement, if
any, and, if given or made, such information or representation must not be
relied upon as having been authorized by the Corporation or by any agent,
underwriter or dealer. Neither the delivery of this Prospectus, Prospectus
Supplement and Pricing Supplement, if any, 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, Prospectus
Supplement and Pricing Supplement, if any, shall not constitute an offer to sell
or a solicitation of an offer to buy any of the Securities 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 Corporation 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 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: Citicorp Center, 500 Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, New York, New
York 10048. The Corporation's Common Stock, $1-2/3 Par Value, is listed on the
New York, Chicago, Pacific and Philadelphia Stock Exchanges. Reports, proxy
statements and other information concerning the Corporation can also be
inspected at the offices of the New York Stock Exchange, Inc., 11 Wall Street,
New York, New York 10005, where the Corporation's Common Stock, $1-2/3 Par
Value, Class H Common Stock, $.10 par value, and Class E Common Stock, $.10 par
value, are listed and at the offices of the following other stock exchanges
where the Common Stock, $1-2/3 Par Value, is listed in the United States: the
Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street,
Chicago, Illinois 60605, the Pacific Stock Exchange, Inc., 233 South Beaudry
Avenue, Los Angeles, California 90012 and 301 Pine Street, San Francisco,
California 94104, and the Philadelphia Stock Exchange, Inc., 1900 Market Street,
Philadelphia, Pennsylvania 19103.
The Prospectus constitutes a part of a Registration Statement filed by the
Corporation with the Commission under the Securities Act of 1933, as amended
(the "Securities Act of 1933"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Corporation and the Offered Securities. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation's Annual Report on Form 10-K for the year ended December
31, 1994, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995, filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act are incorporated by reference in this
Prospectus.
All documents filed by the Corporation 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 Securities
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 CORPORATION 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 OR MAY BE INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. SUCH REQUEST SHOULD BE
DIRECTED TO:
GENERAL MOTORS CORPORATION
3044 WEST GRAND BOULEVARD, ROOM 11-243
DETROIT, MICHIGAN 48202-3091
(TELEPHONE NUMBER: (313) 556-2044)
GENERAL MOTORS CORPORATION
While the major portion of General Motors' operations is derived from the
automotive products industry segment, General Motors also has financing and
insurance operations and produces products and provides services in other
industry segments. The automotive products segment consists of the design,
manufacture, assembly and sale of automobiles, trucks and related parts and
accessories. General Motors 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 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. General Motors' other products segment consists of military vehicles,
radar and weapon control systems, guided missile systems and defense and
commercial satellites; the design, installation and operation of business
information and telecommunications systems; as well as the design, development
and manufacture of locomotives. For additional information on General Motors,
see the General Motors Annual Report on Form 10-K for the year ended December
31, 1994 which is incorporated herein by reference, and the other documents
incorporated herein by reference.
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).
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, net
proceeds from the sale of the Securities will be used for general Corporate
purposes, including the repayment of existing
indebtedness.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings to fixed
charges for the Corporation for the periods indicated.
Nine Months
Ended
September 30 Years Ended December 31
------------ -----------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
2.57 2.50 2.51 1.43 * * *
*In the years 1992, 1991 and 1990, earnings were inadequate to cover fixed
charges by $3,112.6 million, $5,522.9 million and $2,121.7 million,
respectively.
For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of consolidated income (loss) before cumulative effect of
accounting change plus income taxes (credit) and fixed charges included in net
income (loss) after eliminating the amortization of capitalized interest and the
undistributed (earnings) losses of associates; "fixed charges" consist of
interest and related charges on debt, that portion of rentals deemed to be
interest, and interest capitalized in the period.
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities in
respect of which this Prospectus is being delivered and the extent, if any, to
which such general provisions may not apply thereto will be described in the
Prospectus Supplement relating to such Debt Securities.
The Debt Securities offered hereby are to be issued under an Indenture
(the "Indenture"), dated as of December ___, 1995, between the Corporation and
Citibank, N.A., as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement. The following statements are subject to
the detailed provisions of the Indenture, a copy of which is filed as an exhibit
to the Registration Statement. Numerical references in parentheses below are to
sections in the Indenture. Wherever particular provisions of the Indenture are
referred to, such provisions are incorporated by reference as a part of the
statements made, and the statements are qualified in their entirety by such
reference. Capitalized terms used in this description but not defined herein
have the meanings provided in the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities that can be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
the Corporation.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms of the Debt
Securities (to the extent such terms are applicable to such Debt Securities):
(i) the designation of such Debt Securities;
(ii) the authorized denominations and the aggregate principal
amount of such Debt Securities;
(iii) the percentage of their principal amount at which such Debt
Securities will be issued;
(iv) the date or dates on which such Debt Securities will mature
(or the manner of determining the same);
(v) the rate or rates per annum, if any, which may be fixed or
variable, at which such Debt Securities will bear interest, if
any, and, if the rate is variable, the manner of calculation
thereof;
(vi) the date or dates from which interest, if any, shall accrue or
the method by which such date or dates shall be determined and
the date or dates at which such interest, if any, will be
payable and the record dates therefor;
(vii) the period or periods within which, the terms and
conditions upon which, such Debt Securities may be redeemed
and the redemption price or prices;
(viii) any mandatory or optional sinking fund or analogous
provisions;
(ix) the provisions, if any, for the defeasance of the Debt
Securities;
(x) the form (registered or bearer) in which Debt Securities may
be issued, any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of Debt
Securities in either form;
(xi) whether and under what circumstances the Corporation will
pay additional amounts (the "Additional Amounts") on Debt
Securities held by a person who is not a United States
person (as defined in the Prospectus Supplement) in respect
of specified taxes, assessments or other governmental
charges withheld or deducted, and if so, whether the
Corporation has the option to redeem the affected Debt
Securities rather than pay such Additional Amounts;
(xii) the Specified Currency for which such Debt Securities may be
purchased and the Specified Currency in which the principal
of, and premium, if any, and interest, if any, on, such Debt
Securities may be payable;
(xiii) the exchanges, if any, on which such Debt Securities
may be listed;
(xiv) whether such Debt Securities are to be issued in book-entry
form and, if so, the identify of the Depositary for such
book-entry Securities;
(xv) the place or places where the principal of, premium, if
any, and interest, if any, on the Debt Securities will be
payable; and
(xvi) any other specific terms of the Debt Securities, including any
additional covenants applicable to such Debt Securities and
any terms which may be required or advisable under applicable
laws or regulations. (Sections 2.04 and 4.02 of the
Indenture.)
The Securities will be unsecured and will rank equally and ratably with
all other unsecured and unsubordinated indebtedness of the Corporation (other
than obligations preferred by mandatory provisions of law).
Unless otherwise specified in a Prospectus Supplement, principal, premium,
if any, interest, if any, and Additional Amounts, if any, will be payable, and,
unless the Debt Securities are issued in book-entry form, the Debt Securities
offered hereby will be transferable, at the office of the Trustee, 111 Wall
Street, New York, New York 10043, provided that payment of interest may be made
at the option of the Corporation by check mailed to the address of the person
entitled thereto. Principal of and premium, if any, interest, if any, and
Additional Amounts, if any, on Debt Securities in bearer form, and coupons
appertaining thereto (the "Coupons"), if any, will be payable against surrender
of such Debt Securities or Coupons, as the case may be, subject to any
applicable laws and regulations, at such paying agencies outside the United
States as the Corporation may appoint from time to time at the places and
subject to the restrictions set forth in the Indenture, the Debt Securities and
the Prospectus Supplement. (Section 4.02 of the Indenture.) Debt Securities in
bearer form and the Coupons, if any, appertaining thereto will be transferable
by delivery. No service charge will be made for any transfer or exchange of such
Debt Securities, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 2.05 of the Indenture.)
Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest payable
on any interest payment date, to be determined by reference to one or more
currency exchange rates, commodity prices, equity indices or other factors.
Holders of such Debt Securities may receive a principal amount on any principal
payment date, or a payment of interest on any interest payment date, that is
greater than or less than the amount of principal or interest otherwise payable
on such dates, depending upon the value on such dates of the applicable
currencies, commodities, equity indices or other factors. Information as to the
methods for determining the amount of principal or interest payable on any date,
the currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional United States Federal
income tax considerations will be set forth in the Prospectus Supplement
relating thereto.
As used herein, the term Debt Securities shall include Debt Securities
denominated in United States dollars or, at the option of the Corporation if so
specified in the applicable Prospectus Supplement, in any other freely
transferable currency or units based on or relating to foreign currencies,
including European Currency Units.
If a Prospectus Supplement specifies that Debt Securities are denominated
in a currency or currency unit other than United States dollars, such Prospectus
Supplement shall also specify the denominations in which such Debt Securities
will be issued and the coin or currency in which the principal, premium, if any,
and interest, if any, on such Debt Securities, will be payable, which may be
United States dollars based upon the exchange rate for such other currency
existing on or about the time a payment is due.
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount. Special considerations applicable to the Debt Securities of
any series, including any special United States Federal income tax consequences
applicable to any discounted Debt Securities or to certain Debt Securities
issued at par which are treated as having been issued at discount or to Debt
Securities denominated or payable in foreign currencies or currency units, will
be described in the Prospectus Supplement relating thereto.
If a Prospectus Supplement specifies that the Debt Securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. The Corporation will comply with all issuer tender
offer rules and regulations under the Exchange Act, including Rule 14e-1, if
such redemption option is elected, including making any required filings with
the Commission and the furnishing of certain information to the holders of the
Debt Securities.
BOOK-ENTRY SECURITIES - DELIVERY AND FORM
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued in the form of one or more fully registered global
securities (collectively, the "Registered Global Debt Securities") which will be
deposited with or on behalf of The Depository Trust Corporation ("DTC") or other
depositary (DTC or such other depositary as is specified in the applicable
Prospectus Supplement is herein referred to as the "Depositary") and registered
in the name of the Depositary or the Depositary's nominee. No single Registered
Global Security shall exceed U.S.$200,000,000. Except as set forth below, the
Registered Global Debt Securities may be transferred, in whole and not in part,
only to another nominee of the Depositary or to a successor of the Depositary or
its nominee.
DTC has advised the Corporation 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 the Exchange
Act. DTC 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 and/or underwriters named in any Prospectus Supplement),
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 Corporation of Securities represented by a
Registered Global Debt Security, the Depositary will credit, on its book-entry
registration and transfer system, the participants' accounts with, the
respective principal amounts of the Securities represented by such Registered
Global Debt Security beneficially owned by such participants. The accounts to be
credited shall be designated by the agents, underwriters or dealers
participating in the distribution of such Securities, or the Corporation, if
such Securities are offered and sold directly by the Corporation, as the case
may be. Ownership of beneficial interests in a Registered Global Debt Security
will be limited to participants or persons that hold interests through
participants. Ownership of beneficial interests in Securities represented by a
Registered Global Debt Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
(with respect to 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 Registered Global Debt Security.
So long as the Depositary for a Registered Global Debt Security, or its
nominee, is the registered owner of the Registered Global Debt Security, the
Depositary or its nominee, as the case may be, will be considered the sole owner
or holder of the Book-Entry Securities represented by such Registered Global
Debt Security for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in Book-Entry Securities represented by a
Registered Global Debt Security or Securities will not be entitled to have
Book-Entry Securities represented by such Registered Global Debt Securities
registered in their names, will not receive or be entitled to receive physical
delivery of Book-Entry Securities 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 Registered
Global Debt Security 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 Registered Global Debt Security. The Corporation understands that
under existing policy of the Depositary and industry practices, in the event
that the Corporation requests any action of holders or that an owner of a
beneficial interest in such a Registered Global Debt Security desires to give
any notice or take any action which a holder is entitled to give or take under
the Indenture or a Registered Global Debt Security, 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
Securities represented by a Registered Global Debt Security registered in the
name of the Depositary or its nominee will be made by the Corporation through
the Trustee to the Depositary or its nominee, as the case may be, as the
registered owner of a Registered Global Debt Security. None of the Corporation,
the Trustee, any paying agent or any other agent of the Corporation 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 Registered
Global Debt Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. The Corporation expects that
the Depositary, upon receipt of any payment of principal, premium, if any, or
interest, if any, in respect of a Registered Global Debt Security, 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 Registered Global Debt Security as shown on the
records of the Depositary. The Corporation also expects that payments by
participants to owners of beneficial interests in a Registered Global Debt
Security 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
depositary or ceases to be a clearing agency under the Exchange Act and a
successor depositary registered as a clearing agency under the Exchange Act is
not appointed by the Corporation within 90 days, the Corporation will issue Debt
Securities in definitive form in exchange for all the Registered Global Debt
Securities. In addition, the Corporation may at any time, and in its sole
discretion, determine not to have the Debt Securities represented by the
Registered Global Debt Securities and, in such event, will issue Debt Securities
in definitive form in exchange for all the Registered Global Debt Securities. In
either instance, an owner of a beneficial interest in Registered Global Debt
Securities will be entitled to have Debt Securities equal in principal amount to
such beneficial interest registered in its name and will be entitled to physical
delivery of such Debt Securities in definitive form. Debt Securities so issued
in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without Coupons;
however, Medium-Term Notes issued pursuant to a Prospectus Supplement will be
issued in denominations of $100,000 or any amount in excess thereof which is an
integral multiple of $1,000 (or in such other denominations as shall be provided
in an applicable Pricing Supplement) and will be issued in registered form only,
without Coupons. No service charge will be made for any transfer or exchange of
such Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.05 of the Indenture.)
The Debt Securities of a series may also be issued in the form of one or
more bearer global securities (a "Bearer Global Debt Security") that will be
deposited with a common depositary for the Euroclear System and Cedel Bank,
societe anonyme or with a nominee for such depositary identified in the
Prospectus Supplement relating to such series. The specific terms and
procedures, including the specific terms of the depositary arrangement, with
respect to any portion of a series of Debt Securities to be represented by a
Bearer Global Debt Security will be described in the Prospectus Supplement
relating to such series.
CERTAIN COVENANTS
Definitions Applicable to Covenants. The following definitions shall be
applicable to the covenants specified below:
(i) "Attributable Debt" means, at the time of determination as to
any lease, the present value (discounted at the actual rate, if stated,
or, if no rate is stated, the implicit rate of interest of such lease
transaction as determined by the chairman, president, any vice chairman,
any vice president, the treasurer or any assistant treasurer of the
Corporation), calculated using the interval of scheduled rental payments
under such lease, of the obligation of the lessee for net rental payments
during the remaining term of such lease (excluding any subsequent renewal
or other extension options held by the lessee). The term "net rental
payments" means, with respect to any lease for any period, the sum of the
rental and other payments required to be paid in such period by the lessee
thereunder, but not including, however, any amounts required to be paid by
such lessee (whether or not designated as rental or additional rental) on
account of maintenance and repairs, insurance, taxes, assessments, water
rates, indemnities or similar charges required to be paid by such lessee
thereunder or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, earnings or profits or of maintenance
and repairs, insurance, taxes, assessments, water rates, indemnities or
similar charges; provided, however, that, in the case of any lease which
is terminable by the lessee upon the payment of a penalty in an amount
which is less than the total discounted net rental payments required to be
paid from the later of the first date upon which such lease may be so
terminated and the date of the determination of net rental payments, "net
rental payments" shall include the then-current amount of such penalty
from the later of such two dates, and shall exclude the rental payments
relating to the remaining period of the lease commencing with the later of
such two dates.
(ii) "Debt" means notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed.
(iii) "Manufacturing Subsidiary" means any Subsidiary (A)
substantially all the property of which is located within the continental
United States of America, (B) which owns a Principal Domestic
Manufacturing Property and (C) in which the Corporation's investment,
direct or indirect and whether in the form of equity, debt, advances or
otherwise, is in excess of $2,500,000,000 as shown on the books of the
Corporation as of the end of the fiscal year immediately preceding the
date of determination; provided, however, that "Manufacturing Subsidiary"
shall not include Electronic Data Systems Corporation and its
Subsidiaries, Hughes Electronics Corporation and its Subsidiaries, General
Motors Acceptance Corporation and its Subsidiaries (or any corporate
successor of any of them) or any other Subsidiary which is principally
engaged in leasing or in financing installment receivables or otherwise
providing financial or insurance services to the Corporation or others or
which is principally engaged in financing the Corporation's operations
outside the continental United States of America.
(iv) "Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.
(v) "Principal Domestic Manufacturing Property" means any
manufacturing plant or facility owned by the Corporation or any
Manufacturing Subsidiary which is located within the continental United
States of America and, in the opinion of the Board of Directors, is of
material importance to the total business conducted by the Corporation and
its consolidated affiliates as an entity.
(vi) "Subsidiary" means any corporation of which at least a majority
of the outstanding stock having by the terms thereof ordinary voting power
to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or
classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned by the
Corporation, or by one or more Subsidiaries, or by the Corporation and one
or more Subsidiaries. (Section 4.08 of the Indenture.)
Limitation on Liens. For the benefit of the Debt Securities, the Corporation
will not, nor will it permit any Manufacturing Subsidiary to, issue or assume
any Debt secured by a Mortgage upon any Principal Domestic Manufacturing
Property of the Corporation or any Manufacturing Subsidiary or upon any shares
of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal
Domestic Manufacturing Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing
concurrently with the issuance or assumption of any such Debt that the Debt
Securities (together with, if the Corporation shall so determine, any other
indebtedness of the Corporation or such Manufacturing Subsidiary ranking equally
with the Debt Securities and then existing or thereafter created) shall be
secured equally and ratably with such Debt, unless the aggregate amount of Debt
issued or assumed and so secured by Mortgages, together with all other Debt of
the Corporation and its Manufacturing Subsidiaries which (if originally issued
or assumed at such time) would otherwise be subject to the foregoing
restrictions, but not including Debt permitted to be secured under clauses (i)
through (vi) of the immediately following paragraph, does not at the time exceed
20% of the stockholders' equity of the Corporation and its consolidated
subsidiaries, as determined in accordance with generally accepted accounting
principles and shown on the audited consolidated balance sheet contained in the
latest published annual report to the stockholders of the Corporation.
The above restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a
Manufacturing Subsidiary;
(ii) Mortgages on property existing at the time of acquisition of
such property by the Corporation or a Manufacturing Subsidiary, or
Mortgages to secure the payment of all or any part of the purchase price
of such property upon the acquisition of such property by the Corporation
or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at
the time of, or within 180 days after, the later of the date of
acquisition of such property and the date such property is placed in
service, for the purpose of financing all or any part of the purchase
price thereof, or Mortgages to secure any Debt incurred for the purpose of
financing the cost to the Corporation or a Manufacturing Subsidiary of
improvements to such acquired property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary owing
to the Corporation or to another Subsidiary;
(iv) Mortgages on property of a corporation existing at the time
such corporation is merged or consolidated with the Corporation or a
Manufacturing Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation as an entirety or
substantially as an entirety to the Corporation or a Manufacturing
Subsidiary;
(v) Mortgages on property of the Corporation or a Manufacturing
Subsidiary in favor of the United States of America or any State thereof,
or any department, agency or instrumentality or political subdivision of
the United States of America or any State thereof, or in favor of any
other country, or any political subdivision thereof, to secure partial,
progress, advance or other payments pursuant to any contract or statute or
to secure any indebtedness incurred for the purpose of financing all or
any part of the purchase price or the cost of construction of the property
subject to such Mortgages; or
(vi) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Mortgage
referred to in the foregoing clauses (i) to (v); provided, however, that
the principal amount of Debt secured thereby shall not exceed by more than
115% the principal amount of Debt so secured at the time of such
extension, renewal or replacement and that such extension, renewal or
replacement shall be limited to all or a part of the property which
secured the Mortgage so extended, renewed or replaced (plus improvements
on such property). (Section 4.06 of the Indenture.)
Limitation on Sale and Lease-Back. For the benefit of the Debt Securities, the
Corporation will not, nor will it permit any Manufacturing Subsidiary to, enter
into any arrangement with any person providing for the leasing by the
Corporation or any Manufacturing Subsidiary of any Principal Domestic
Manufacturing Property owned by the Corporation or any Manufacturing Subsidiary
on the date that the Debt Securities are originally issued (except for temporary
leases for a term of not more than five years and except for leases between the
Corporation and a Manufacturing Subsidiary or between Manufacturing
Subsidiaries), which property has been or is to be sold or transferred by the
Corporation or such Manufacturing Subsidiary to such person, unless either:
(i) the Corporation or such Manufacturing Subsidiary would be
entitled, pursuant to the provisions of the covenant on limitation on
liens described above, to issue, assume, extend, renew or replace Debt
secured by a Mortgage upon such property equal in amount to the
Attributable Debt in respect of such arrangement without equally and
ratably securing the Debt Securities; provided, however, that from and
after the date on which such arrangement becomes effective the
Attributable Debt in respect of such arrangement shall be deemed for all
purposes under the covenant on limitation on liens described above and
this covenant on limitation on sale and lease-back to be Debt subject to
the provisions of the covenant on limitation on liens described above
(which provisions include the exceptions set forth in clauses (i) through
(vi) of such covenant), or
(ii) the Corporation shall apply an amount in cash equal to the
Attributable Debt in respect of such arrangement to the retirement (other
than any mandatory retirement or by way of payment at maturity), within
180 days of the effective date of any such arrangement, of Debt of the
Corporation or any Manufacturing Subsidiary (other than Debt owned by the
Corporation or any Manufacturing Subsidiary) which by its terms matures at
or is extendible or renewable at the option of the obligor to a date more
than twelve months after the date of the creation of such Debt. (Section
4.07 of the Indenture.)
DEFEASANCE
If the terms of a particular series of Debt Securities so provide, the
Corporation may, at its option, (a) discharge its indebtedness and its
obligations under the Indenture with respect to such series or (b) not comply
with certain covenants contained in the Indenture with respect to such series,
in each case by depositing funds or obligations issued or guaranteed by the
United States of America with the Trustee. The Prospectus Supplement will more
fully describe the provisions, if any, relating to such defeasance. (Section
12.02 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture provides that the Corporation and the Trustee may enter into
supplemental indentures without the consent of the holders of the Debt
Securities to (a) evidence the assumption by a successor corporation of the
obligations of the Corporation, (b) add covenants for the protection of the
holders of the Debt Securities, (c) add or change any of the provisions of the
Indenture to permit or facilitate the issuance of Debt Securities of any series
in bearer form, (d) cure any ambiguity or correct any inconsistency in such
Indenture, (e) establish the form or terms of Debt Securities of any series as
permitted by the terms of the Indenture and (f) evidence the acceptance of
appointment by a successor trustee. (Section 10.01 of the Indenture.)
The Indenture also contains provisions permitting the Corporation and the
Trustee to modify or amend the Indenture or any supplemental indenture or the
rights of the holders of the Debt Securities issued thereunder, with the consent
of the holders of not less than a majority in principal amount of the Debt
Securities of all series at the time outstanding under such Indenture which are
affected by such modification or amendment (voting as one class), provided that
no such modification shall (i) extend the fixed maturity of any Debt Securities,
or reduce the principal amount thereof, or premium, if any, or reduce the rate
or extend the time of payment of interest or Additional Amounts thereon, or
reduce the amount due and payable upon acceleration of the maturity thereof or
the amount provable in bankruptcy, or make the principal of, or interest,
premium or Additional Amounts on, any Debt Security payable in any coin or
currency other than that provided in such Debt Security, (ii) impair the right
to initiate suit for the enforcement of any such payment on or after the stated
maturity thereof, or (iii) reduce the aforesaid percentage of Debt Securities,
the consent of the holders of which is required for any such modification, or
the percentage required for the consent of the holders to waive defaults,
without the consent of the holder of each Debt Security so affected. (Section
10.02 of the Indenture.)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (a) default in payment of any principal or
premium, if any, on such series; (b) default for 30 days in payment of any
interest or Additional Amounts on such series; (c) default for 90 days after
notice in performance of any other covenant applicable to the Debt Securities;
or (d) certain events of bankruptcy, insolvency or reorganization. (Section 6.01
of the Indenture.)
No Event of Default with respect to a particular series of Debt Securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder. In case an
Event of Default under clause (a), (b) or (c) shall occur and be continuing with
respect to any series, the Trustee or the holders of not less than 25% in
aggregate principal amount of Debt Securities of each such series then
outstanding may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of such series to be due
and payable. In case an Event of Default under clause (d) shall occur and be
continuing, the Trustee or the holders of not less than 25% in aggregate
principal amount of all the Debt Securities then outstanding (voting as one
class) may declare the principal (or, in the case of discounted Debt Securities,
the amount specified in the terms thereof) of all outstanding Debt Securities to
be due and payable. Any Event of Default with respect to a particular series of
Debt Securities may be waived by the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of such series (or of all
the outstanding Debt Securities, as the case may be), except in a case of
failure to pay principal or premium, if any, or interest or Additional Amounts
in respect of such Debt Security for which payment had not been subsequently
made. (Section 6.01 of the Indenture.) The Indenture provides that the Trustee
may withhold notice to the securityholders of any default (except in payment of
principal, premium, if any, or interest or Additional Amounts) if it considers
it in the interests of the securityholders to do so. (Section 6.07 of the
Indenture.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity. (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 aggregate principal amount of the Debt Securities of
all series affected (voting as one class) at the time outstanding shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee. (Section 6.06 of the Indenture.)
CONCERNING THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture. Citibank, N.A. acts
as depositary for funds of, makes loans to, acts as trustee and performs
certain other services for, the Corporation and certain of its subsidiaries
and affiliates in the normal course of its business.
DESCRIPTION OF DEBT WARRANTS
GENERAL
The Corporation may issue, together with Debt Securities or separately,
Debt Warrants for the purchase of Debt Securities. If the Debt Warrants are
issued together with any Debt Securities, they may be attached to or traded
separately from such Debt Securities. The Debt Warrants are to be issued under
one or more separate Warrant Agreements (each a "Debt Warrant Agreement")
between the Corporation and a banking institution organized under the laws of
the United States or one of the States thereof (each a "Warrant Agent").
The following statements with respect to the Debt Warrants are summaries
of the Debt Warrant Agreement, a form of which is filed as an exhibit to the
Registration Statement. Such summaries of certain provisions of the Debt Warrant
Agreement and the Debt Warrants do not purport to be complete and such summaries
are subject to the detailed provisions of the Debt Warrant Agreement to which
reference is hereby made for a full description of such provisions, including
the definition of certain terms used herein, and for other information regarding
the Debt Warrants. Wherever particular provisions of the Debt Warrant Agreement
or terms defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made, and the statements
are qualified in their entirety by such reference.
The Debt Warrants will be evidenced by Debt Warrant Certificates (the
"Debt Warrant Certificates") and, except as otherwise specified in the
Prospectus Supplement accompanying this Prospectus, may be traded separately
from any Debt Securities with which they may be issued. Debt Warrant
Certificates may be exchanged for new Debt Warrant Certificates of different
denominations at the office of the Warrant Agent. The holder of a Debt Warrant
does not have any of the rights of a holder of a Debt Security in respect of,
and is not entitled to any payments on, any Debt Securities issuable (but not
yet issued) upon exercise of the Debt Warrants. The Debt Warrants may be issued
in one or more series, and reference is made to the Prospectus Supplement
accompanying this Prospectus relating to the particular series of Debt Warrants
offered thereby for the terms of, and other information with respect to, such
Debt Warrants, including:
(i) the title and the aggregate number of Debt Warrants;
(ii) the designation, aggregate principal amount, currency or
currencies and terms of the Debt Securities that may be
purchased upon exercise of the Debt Warrants;
(iii) the price or prices at which such Debt Warrants are
exercisable;
(iv) the currency or currencies in which such Debt Warrants are
exercisable;
(v) the places at which such Debt Warrants are exercisable and
the date on which the right to exercise the Debt Warrants
shall commence and the date on which such right shall
expire (the "Debt Warrant Expiration Date") or, if the Debt
Warrants are not continuously exercisable throughout such
period, the specific date or dates on which they will be
exercisable (each, a "Debt Warrant Exercise Date", which
term shall also mean, with respect to Debt Warrants
continuously exercisable for a period of time, every date
during such period);
(vi) the terms of any mandatory or optional call provisions;
(vii) the price or prices, if any, at which the Debt Warrants may
be redeemed at the option of the holder or will be redeemed
upon expiration;
(viii) the identity of the Debt Warrant Agent;
(ix) the exchanges, if any, on which such Debt Warrants may be
listed;
(x) whether such Debt Warrants shall be issued in book-entry
form;
(xi) if applicable, the designation and terms of the Debt
Securities with which the Debt Warrants are issued and the
number of Debt Warrants issued with each of such Debt
Securities;
(xii) if applicable, the date on and after which the Debt
Warrants and the related Debt Securities will be separately
transferable;
(xiii) whether the Debt Warrant Certificates will be in
registered form or bearer form or both;
(xiv) any applicable United States Federal income tax
consequences;
(xv) the price at which the Debt Warrants will be issued; and
(xvi) any other terms of the Debt Warrants.
EXERCISE OF DEBT WARRANTS
Debt Warrants in registered form may be exercised by payment to the
Warrant Agent of the exercise price, in each case in such currency or currencies
as are specified in the Debt Warrant, and by communicating to the Warrant Agent
the identity of the Debt Warrantholder and the number of Debt Warrants to be
exercised. Upon receipt of payment and the Debt Warrant Certificate properly
completed and duly executed, at the office of the Warrant Agent, the Warrant
Agent will, as soon as practicable, arrange for the issuance of the applicable
Debt Securities, the form of which shall be set forth in the Prospectus
Supplement. If less than all of the Debt Warrants evidenced by a Debt Warrant
Certificate are exercised, a new Debt Warrant Certificate will be issued for the
remaining amounts of Debt Warrants. A more complete summary for the exercise of
Debt Warrants in registered form and for exercises of Debt Warrants in bearer
form is contained in the Prospectus Supplement accompanying this Prospectus.
PLAN OF DISTRIBUTION
The Corporation may sell the Securities being offered hereby in any of
four ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters, and (iv) through dealers.
Offers to purchase Securities may be solicited directly by the Corporation
or by agents designated by the Corporation from time to time. Any such agent,
who may be deemed to be an underwriter as that term is defined in the Securities
Act of 1933, involved in the offer or sale of the Securities in respect of which
this Prospectus is delivered will be named, and any commissions payable by the
Corporation to such agent set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a reasonable best efforts basis for the period of its appointment (ordinarily
five business days or less). Agents may be entitled under agreements which may
be entered into with the Corporation to indemnification by the Corporation
against certain civil liabilities, including liabilities under the Securities
Act of 1933, and may be customers of, engage in transactions with, or perform
services for, the Corporation and its subsidiaries in the ordinary course of
business.
If an underwriter or underwriters are utilized in the sale, the
Corporation will enter into an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Corporation
against certain liabilities, including liabilities under the Securities Act of
1933.
Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the Securities: Bear, Stearns
& Co. Inc., Lehman Brothers, Lehman Brothers Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith, J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Corporation will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public at
varying prices to be determined by such dealer at the time of resale. Dealers
may be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the applicable Prospectus Supplement, the Corporation
will authorize agents and underwriters to solicit offers by certain institutions
to purchase Securities from the Corporation at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Corporation otherwise agrees the aggregate principal amount of
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but shall in all cases be
subject to the approval of the Corporation. Contracts will not be subject to any
conditions except that the purchase by an institution of the Securities covered
by its Contract shall not at the time of delivery be prohibited under the laws
of any jurisdiction in the United States to which such institution is subject. A
commission indicated in the applicable Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Securities pursuant to Contracts
accepted by the Corporation.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
--------------------
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 the Corporation. In addition, John
G. Smale is Chairman of the Board of Directors of the 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 General Motors and certain of its affiliates.
EXPERTS
The consolidated financial statements and the financial statement schedule
included in the Corporation's 1994 Annual Report on Form 10-K, incorporated by
reference herein, have been audited by Deloitte & Touche LLP (as to financial
statements and the financial statement schedule of General Motors and as to
financial statements of Hughes Electronics Corporation (formerly GM Hughes
Electronics Corporation)) and KPMG Peat Marwick LLP (as to financial statements
of Electronic Data Systems Corporation), independent auditors, as stated in
their respective reports appearing therein, and have been so incorporated by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
LEGAL OPINIONS
Unless otherwise indicated in the Prospectus Supplement relating to the
Securities, the legality of the Securities will be passed upon for the
Corporation by Martin I. Darvick, Attorney, Legal Staff, of the Corporation. Mr.
Darvick owns shares, and has options to purchase shares, of the Corporation's
Common Stock, $1-2/3 Par Value.
Unless otherwise indicated in the Prospectus Supplement relating to the
Securities, certain legal matters relating to the Securities will be passed upon
for the Underwriters by Davis Polk & Wardwell. Davis Polk & Wardwell acts as
counsel to the Executive Compensation Committee of the Board of Directors of the
Corporation and has acted as counsel for the Corporation and its subsidiaries in
various matters.
---------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus, Prospectus Supplement, and Pricing Supplement, if
any, and, if given or made, such information or representation must not be
relied upon as having been authorized by the Corporation nor by any agent,
underwriter or dealer. Neither the delivery of this Prospectus, Prospectus
Supplement and Pricing Supplement, if any, 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, Prospectus
Supplement and Pricing Supplement, if any, shall not constitute an offer to sell
or a solicitation of an offer to buy any of the Securities 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.
---------------------
<PAGE>
GM LOGO
