<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1997
REGISTRATION NO. 333-25221
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<C> <C> <C> <C>
GENERAL MOTORS CORPORATION DELAWARE 38-0572515 7374
GENERAL MOTORS CAPITAL TRUST D DELAWARE 38-6690680 9999
GENERAL MOTORS CAPITAL TRUST G DELAWARE 38-6690679 9999
(Exact name of issuer as (State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial
specified in its charter) incorporation or organization) Identification No.) Classification Number)
</TABLE>
100 RENAISSANCE CENTER, DETROIT, MICHIGAN 48243-7301; (313) 556-5000
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
PETER R. BIBLE
CHIEF ACCOUNTING OFFICER
GENERAL MOTORS CORPORATION
100 RENAISSANCE CENTER
DETROIT, MI 48243-7301
(313) 556-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:
MARTIN I. DARVICK, ESQ. ROBERT S. OSBORNE, P.C. VINCENT J. PISANO, ESQ.
GENERAL MOTORS CORPORATION KIRKLAND & ELLIS SKADDEN, ARPS, SLATE,
3031 WEST GRAND BOULEVARD 200 EAST RANDOLPH DRIVE MEAGHER & FLOM LLP
DETROIT, MI 48202-3091 CHICAGO, IL 60601-6636 919 THIRD AVENUE
NEW YORK, NY 10022
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the Exchange Offers (the "Offers") described in the enclosed
Prospectus have been satisfied or waived.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
---------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
SUBJECT TO COMPLETION
GENERAL MOTORS CORPORATION
GENERAL MOTORS CAPITAL TRUST D
GENERAL MOTORS CAPITAL TRUST G
OFFERS TO EXCHANGE
General Motors Capital Trust D
8.67% Trust Originated Preferred Securities(SM)
("TOPrS(SM)"), Series D
(Liquidation Amount $25.00
per Series D Preferred Security
and fully and unconditionally guaranteed by
General Motors Corporation)
for up to 5,462,917
Depositary Shares, Each Representing
One-Fourth of a Share of
Series D 7.92% Preference Stock
of General Motors Corporation
CUSIP 370442857
General Motors Capital Trust G
9.87% Trust Originated Preferred Securities(SM)
("TOPrS(SM)"), Series G
(Liquidation Amount $25.00
per Series G Preferred Security
and fully and unconditionally guaranteed by
General Motors Corporation)
for up to 9,071,910
Depositary Shares, Each Representing
One-Fourth of a Share of
Series G 9.12% Preference Stock
of General Motors Corporation
CUSIP 370442790
EACH OF THE OFFERS (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EITHER OR
BOTH OF THE OFFERS IS EXTENDED.
General Motors Corporation, a Delaware corporation ("General Motors"), and
General Motors Capital Trust D, a Delaware statutory business trust (the "Series
D Trust"), hereby offer, upon the terms and subject to the conditions set forth
in this Prospectus and the accompanying Letter of Transmittal relating to the
Series D 7.92% Depositary Shares, to exchange 8.67% Trust Originated Preferred
Securities, Series D, representing undivided beneficial ownership interests in
the assets of the Series D Trust (the "Series D Preferred Securities"), for up
to 5,462,917 (i.e., approximately 90%) of the outstanding depositary shares (the
"Series D 7.92% Depositary Shares"), each representing one-fourth of a share of
General Motors' Series D 7.92% Preference Stock, $0.10 par value per share (the
"Series D 7.92% Preference Stock"), not owned by General Motors (this
Prospectus, together with the Letter of Transmittal for the Series D 7.92%
Depositary Shares, constituting the "Series D Offer").
General Motors and General Motors Capital Trust G, a Delaware statutory
business trust (the "Series G Trust"), hereby offer, upon the terms and subject
to the conditions set forth in this Prospectus and the accompanying Letter of
Transmittal relating to the Series G 9.12% Depositary Shares, to exchange 9.87%
Trust Originated Preferred Securities, Series G, representing undivided
beneficial ownership interests in the assets of the Series G Trust (the "Series
G Preferred Securities"), for up to 9,071,910 (i.e., approximately 90%) of the
outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each
representing one-fourth of a share of General Motors' Series G 9.12% Preference
Stock, $0.10 par value per share (the "Series G 9.12% Preference Stock"), not
owned by General Motors (this Prospectus, together with the Letter of
Transmittal relating to the Series G 9.12% Depositary Shares, constituting the
"Series G Offer"). Exchanges will be made on the basis of one Series D Preferred
Security for each Series D 7.92% Depositary Share validly tendered and accepted
for exchange in the Series D Offer and one Series G Preferred Security for each
Series G 9.12% Depositary Share validly tendered and accepted for exchange in
the Series G Offer.
If more than the maximum number of Depositary Shares of either series is
validly tendered and not withdrawn on or prior to the Expiration Date for the
applicable Offer, the applicable Trust will accept such related Depositary
Shares for exchange on a pro rata basis as described herein. As of the date of
this Prospectus, there are 6,069,909 Series D 7.92% Depositary Shares
outstanding and not owned by General Motors and 10,079,899 Series G 9.12%
Depositary Shares outstanding and not owned by General Motors.
(Continued on next page)
---------------------
SEE "RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFERS"
STARTING ON PAGE 19 FOR A DISCUSSION OF CERTAIN FACTORS RELATING TO THE
PREFERRED SECURITIES THAT SHOULD BE CONSIDERED BY INVESTORS, INCLUDING THE
PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE
PREFERRED SECURITIES MAY BE DEFERRED AND THE RELATED UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY 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.
---------------------
Merrill Lynch & Co., Smith Barney Inc., Morgan Stanley & Co. Incorporated,
PaineWebber Incorporated and Prudential Securities Incorporated have been
retained as Dealer Managers to solicit exchanges of Depositary Shares for
Preferred Securities. See "The Offers--Dealer Managers; Soliciting Dealers." The
First National Bank of Boston has been retained as Exchange Agent in connection
with the Offers. Georgeson & Company Inc. has been retained to act as
Information Agent to assist in connection with the Offers.
---------------------
The Dealer Managers for the Offers are:
MERRILL LYNCH & CO.
SMITH BARNEY INC.
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
The date of this Prospectus is June , 1997.
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 3
The Series D Offer and the Series G Offer are each an "Offer" and together
constitute the "Offers." The Series D 7.92% Depositary Shares and the Series G
9.12% Depositary Shares together constitute the "Depositary Shares." The Series
D 7.92% Preference Stock and the Series G 9.12% Preference Stock are each a
"Preference Stock" and together constitute the "Preference Stocks." The Series D
Preferred Securities and the Series G Preferred Securities are each a "Preferred
Security" and together constitute the "Preferred Securities." THERE IS A
SEPARATE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY FOR EACH OFFER.
EACH OFFER IS INDEPENDENT FROM THE OTHER OFFER. FURTHERMORE, EACH OFFER IS
SUBJECT TO CERTAIN CONDITIONS, AS DESCRIBED HEREIN.
Concurrently with the issuance of Series D Preferred Securities in exchange
for Series D 7.92% Depositary Shares validly tendered in the Series D Offer,
General Motors will deposit in the Series D Trust as trust assets its 8.67%
Junior Subordinated Deferrable Interest Debentures, Series D, due July 1, 2012
(the "Series D Junior Subordinated Debentures"), having an aggregate principal
amount equal to the aggregate stated liquidation amount of the Series D
Preferred Securities and the proceeds received upon issuance of the Common
Securities (as defined herein) to be issued by the Series D Trust (the "Series D
Common Securities"). Subject to General Motors' right to redeem the Series D
Junior Subordinated Debentures upon the occurrence of a Tax Event (as defined
herein) in respect of the Series D Trust as described below, the Series D Junior
Subordinated Debentures will mature on July 1, 2012, which may be shortened to a
date not earlier than August 1, 1999 (such date, including as so shortened, the
"Series D Stated Maturity"), subject to satisfying certain conditions.
Concurrently with the issuance of Series G Preferred Securities in exchange
for Series G 9.12% Depositary Shares validly tendered in the Series G Offer,
General Motors will deposit in the Series G Trust as trust assets its 9.87%
Junior Subordinated Deferrable Interest Debentures, Series G, due July 1, 2012
(the "Series G Junior Subordinated Debentures"), having an aggregate principal
amount equal to the aggregate stated liquidation amount of the Series G
Preferred Securities and the proceeds received upon issuance of the Common
Securities to be issued by the Series G Trust (the "Series G Common
Securities"). Subject to General Motors' right to redeem the Series G Junior
Subordinated Debentures upon the occurrence of a Tax Event in respect of the
Series G Trust as described below, the Series G Junior Subordinated Debentures
will mature on July 1, 2012, which may be shortened to a date not earlier than
January 1, 2001 (such date, including as so shortened, the "Series G Stated
Maturity"), subject to satisfying certain conditions.
The Series D Junior Subordinated Debentures and the Series G Junior
Subordinated Debentures together constitute the "Junior Subordinated
Debentures." The Series D Common Securities and the Series G Common Securities
together constitute the "Common Securities" described herein. The Series D
Stated Maturity and the Series G Stated Maturity are each a "Stated Maturity"
and together constitute the "Stated Maturities."
NONE OF GENERAL MOTORS, THE BOARD OF DIRECTORS OF GENERAL MOTORS, THE
TRUSTEES OF THE SERIES D TRUST, THE SERIES D TRUST, THE TRUSTEES OF THE SERIES G
TRUST NOR THE SERIES G TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY
SHARES AS TO WHETHER TO EXCHANGE OR REFRAIN FROM EXCHANGING THEIR DEPOSITARY
SHARES IN EITHER OR BOTH OF THE OFFERS. THE BOARD OF DIRECTORS OF GENERAL MOTORS
HAS MADE NO DETERMINATION AS TO THE FAIRNESS OF THE CONSIDERATION TO BE RECEIVED
IN EITHER OR BOTH OF THE OFFERS. HOLDERS OF DEPOSITARY SHARES ARE URGED TO
CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
IN ORDER TO PARTICIPATE IN AN OFFER, HOLDERS OF DEPOSITARY SHARES MUST
SUBMIT A LETTER OF TRANSMITTAL RELATING TO THE DEPOSITARY SHARES BEING TENDERED
IN THE APPLICABLE OFFER AND COMPLY WITH THE OTHER PROCEDURES FOR TENDERING IN
ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE APPLICABLE LETTER
OF TRANSMITTAL PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED HEREIN). SEE
"THE OFFERS--PROCEDURES FOR TENDERING."
For a description of the other terms of the Offers, see "The Offers--Terms
of The Offers," "--Expiration Dates; Extensions; Amendments; Termination," and
"--Withdrawals of Tenders." Application will be made
(Continued on next page)
ii
<PAGE> 4
to list each of the Series D Preferred Securities and the Series G Preferred
Securities on the New York Stock Exchange, Inc. (the "NYSE").
Each of the Trusts expressly reserves the right with respect to its Offer,
in its sole discretion, subject to applicable law, to (i) terminate its Offer,
not accept for exchange the Depositary Shares tendered in its Offer and promptly
return such Depositary Shares upon the failure of any condition specified above
or in "The Offers--Conditions to the Offers," (ii) waive any condition to its
Offer (other than the Minimum Distribution Condition (as defined below) and the
Minimum Holders Condition (as defined below)) and accept all Depositary Shares
previously tendered pursuant to its Offer, (iii) extend the Expiration Date of
its Offer and retain all Depositary Shares tendered pursuant to its Offer until
such Expiration Date, subject, however, to all withdrawal rights of holders
tendering Depositary Shares in its Offer (see "The Offers--Withdrawal of
Tenders"), (iv) amend the terms of its Offer, (v) modify the form of the
consideration to be paid pursuant to its Offer or (vi) not accept for exchange
the Depositary Shares tendered in its Offer at any time on or prior to the
Expiration Date for its Offer as a result of an invalid tender, proration,
withdrawal prior to the applicable Expiration Date or the occurrence of certain
other events as set forth herein. Any amendment applicable to an Offer will
apply to all Depositary Shares tendered pursuant to such Offer. The minimum
period during which an Offer must remain open following material changes in the
terms of such Offer or the information concerning such Offer, other than a
change in the percentage of securities sought or the price, depends upon the
facts and circumstances, including the relative materiality of such terms or
information. See "The Offers--Expiration Dates; Extensions; Amendments;
Termination."
General Motors will own directly or indirectly all of the securities
representing common undivided beneficial interests in the assets of each Trust
(with respect to each Trust, the "Common Securities" and, together with the
Preferred Securities of such Trust, the "Trust Securities" of such Trust). The
Trust Securities of the Series D Trust are sometimes referred to herein as the
"Series D Trust Securities" and the Trust Securities of the Series G Trust are
sometimes referred to herein as the "Series G Trust Securities." The Preferred
Securities and the Common Securities of each Trust will rank pari passu with
each other and will have equivalent terms, except that (i) if an event of
default under the Declaration (as defined herein) relating to a Trust occurs and
is continuing, the holders of such Trust's Preferred Securities will have a
priority over holders of such Trust's Common Securities with respect to payments
in respect of distributions and payments upon liquidation, redemption or
otherwise and (ii) the holders of a Trust's Common Securities have the exclusive
right (subject to the terms of the applicable Declaration) to appoint, replace
or remove the Trustees (as defined herein) of such Trust and to increase or
decrease the number of Trustees of such Trust upon the occurrence of certain
events described herein. See "Prospectus Summary--Description of Preferred
Securities and Junior Subordinated Debentures." Each of the Trusts exists for
the sole purpose of making the applicable Offer and engaging in the related
activities set forth herein.
Holders of the Series D Preferred Securities are entitled to receive
cumulative cash distributions at an annual rate of 8.67% of the liquidation
amount of $25 per Series D Preferred Security, accruing from the first date
following the Series D Expiration Date (the "Series D Accrual Date"), and
payable quarterly on February 1, May 1, August 1 and November 1 of each year,
commencing August 1, 1997 ("Series D distributions"), subject to any applicable
Extension Periods (as defined herein). In addition, holders of the Series D
Preferred Securities will be entitled to an additional cash distribution at the
rate of 7.92% per annum of the liquidation amount thereof from April 1, 1997
through the Series D Expiration Date ("Series D Pre-Issuance Accrued
Distribution") in lieu of dividends accumulating and unpaid from April 1, 1997
on their Series D 7.92% Depositary Shares accepted for exchange, such additional
distribution to be made on August 1, 1997 to holders of the Series D Preferred
Securities on the record date for such distribution.
Holders of the Series G Preferred Securities are entitled to receive
cumulative cash distributions at an annual rate of 9.87% of the liquidation
amount of $25 per Series G Preferred Security, accruing from the first date
following the Series G Expiration Date (the "Series G Accrual Date"), and
payable quarterly on February 1, May 1, August 1 and November 1 of each year,
commencing August 1, 1997 ("Series G distributions"), subject to any applicable
Extension Periods. In addition, holders of the Series G Preferred Securities
will be entitled to an additional cash distribution at the rate of 9.12% per
annum of the liquidation amount thereof from April 1, 1997 through the Series G
Expiration Date ("Series G Pre-Issuance Accrued Distribution") in lieu of
dividends accumulating and unpaid from April 1, 1997 on their Series G 9.12%
Depositary Shares accepted for exchange, such additional distribution to be made
on August 1, 1997 to holders of the Series G Preferred Securities on the record
date for such distribution.
(Continued on next page)
iii
<PAGE> 5
The distribution rate and the distribution and other payment dates for each
series of the Preferred Securities will correspond to the interest rate and the
interest and other payment dates on the related series of Junior Subordinated
Debentures. As a result, if principal or interest is not paid on the Series D
Junior Subordinated Debentures, including as a result of General Motors'
election to extend the interest payment period on the Series D Junior
Subordinated Debentures as described below, the Series D Trust will not make
payments on the Series D Trust Securities and, if principal or interest is not
paid on the Series G Junior Subordinated Debentures, including as a result of
General Motors' election to extend the interest payment period on the Series G
Junior Subordinated Debentures as described below, the Series G Trust will not
make payments on the Series G Trust Securities.
The payment of distributions (as defined herein) out of moneys held by each
Trust and payments on liquidation of each Trust or the redemption of its
Preferred Securities, as set forth below, are guaranteed by General Motors (with
respect to each Trust, the "Preferred Securities Guarantee") to the extent
described herein and under "Description of the Preferred Securities Guarantees."
Each Preferred Securities Guarantee covers payments of distributions and other
payments on the applicable Trust's Preferred Securities only if and to the
extent that such Trust has funds available therefor, which will not be the case
unless General Motors has made a payment of interest or principal or other
payments on the Junior Subordinated Debentures held by such Trust as its sole
asset. With respect to each Trust, the applicable Preferred Securities
Guarantee, when taken together with General Motors' obligations under the
applicable series of Junior Subordinated Debentures, the Indenture (as defined
herein) and the applicable Declaration, including General Motors' obligations,
as issuer of the applicable series of Junior Subordinated Debentures, to pay
costs, expenses, debts and obligations of such Trust (other than with respect to
the payment of principal, interest and premium, if any, on the Trust Securities
of such Trust), provides a full and unconditional guarantee of amounts due on
the Preferred Securities of such Trust. See "Risk Factors and Special
Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Rights Under the Preferred Securities Guarantees" herein. The
obligations of General Motors under each Preferred Securities Guarantee are
subordinate and junior in right of payment to all other liabilities of General
Motors and rank pari passu with the most senior preferred stock issued, from
time to time, if any, by General Motors.
The obligations of General Motors under the Junior Subordinated Debentures
are subordinate and junior in right of payment to all present and future Senior
Indebtedness and Other Financial Obligations (each as defined herein) of General
Motors, which aggregated approximately $92.5 billion at March 31, 1997, and rank
pari passu with General Motors' other general unsecured creditors.
So long as General Motors shall not be in default in the payment of
interest on the Junior Subordinated Debentures held by a Trust, General Motors
has the right to defer payments of interest on such Junior Subordinated
Debentures by extending the interest payment period on such Junior Subordinated
Debentures at any time for up to 20 consecutive quarters (each, an "Extension
Period"), provided that no Extension Period may extend beyond the Stated
Maturity of such Junior Subordinated Debentures. If interest payments are so
deferred, distributions on the Trust Securities of the applicable Trust will
also be deferred. During any such Extension Period, distributions on the Trust
Securities of such Trust will continue to accrue with interest thereon (to the
extent permitted by applicable law) at an annual rate of (x) 8.67% with respect
to the Series D Preferred Securities or (y) 9.87% with respect to the Series G
Preferred Securities, in each case compounded quarterly, and during any such
Extension Period, holders of the Trust Securities of such Trust will be required
to include deferred interest income in their gross income for United States
federal income tax purposes in advance of receipt of the cash distributions with
respect to such deferred interest payments. With respect to each series of
Junior Subordinated Debentures, there could be multiple Extension Periods of
varying lengths throughout the term of such Junior Subordinated Debentures. See
"Risk Factors and Special Considerations Relating to the Offers," "Description
of the Preferred Securities--Distributions," "Description of the Junior
Subordinated Debentures--Interest" and "--Options to Extend Interest Payment
Periods."
The Series D Junior Subordinated Debentures are redeemable by General
Motors, (i) in whole or in part, from time to time, on or after August 1, 1999,
at a prepayment price (the "Series D Optional Prepayment Price") equal to 100%
of the principal amount thereof plus accrued and unpaid interest thereon to the
date of prepayment or (ii) in whole but not in part, prior to August 1, 1999,
upon the occurrence of a Tax Event, at a prepayment price (the "Series D Tax
Event Prepayment Price" and, together with the Series D Optional Prepayment
Price, the "Series D Prepayment Price") equal to 105% of the principal amount
thereof from the Series D Expiration Date (as defined herein) through July 31,
1998, declining ratably on each August 1 thereafter to 100% on August 1, 1999,
plus accrued and unpaid interest thereon to the date of prepayment. If
(Continued on next page)
iv
<PAGE> 6
General Motors redeems the Series D Junior Subordinated Debentures, the Series D
Trust must redeem Series D Trust Securities on a pro rata basis having an
aggregate liquidation amount equal to the aggregate principal amount of the
Series D Junior Subordinated Debentures so redeemed at a redemption price equal
to (i) the Series D Optional Prepayment Price (the "Series D Optional Redemption
Price") if redeemed on or after August 1, 1999 or (ii) the Series D Tax Event
Prepayment Price (the "Series D Tax Event Redemption Price" and, together with
the Series D Optional Redemption Price, the "Series D Redemption Price") if
redeemed prior to August 1, 1999, upon the occurrence of a Tax Event. See "Risk
Factors and Special Considerations Relating to the Offers," "Description of the
Preferred Securities--Mandatory Redemptions."
The Series G Junior Subordinated Debentures are redeemable by General
Motors, (i) in whole or in part, from time to time, on or after January 1, 2001,
at a prepayment price (the "Series G Optional Prepayment Price") equal to 100%
of the principal amount thereof plus accrued and unpaid interest thereon to the
date of prepayment or (ii) in whole but not in part, prior to January 1, 2001,
upon the occurrence of a Tax Event, at a prepayment price (the "Series G Tax
Event Prepayment Price" and, together with the Series G Optional Prepayment
Price, the "Series G Prepayment Price") equal to 114% of the principal amount
thereof from the Series G Expiration Date (as defined herein) through December
31, 1997, declining ratably on each January 1 thereafter to 100% on January 1,
2001, plus accrued interest thereon to the date of prepayment. If General Motors
redeems the Series G Junior Subordinated Debentures, the Series G Trust must
redeem Series G Trust Securities on a pro rata basis having an aggregate
liquidation amount equal to the aggregate principal amount of the Series G
Junior Subordinated Debentures so redeemed at a redemption price equal to (i)
the Series G Optional Prepayment Price (the "Series G Optional Redemption
Price") if redeemed on or after January 1, 2001 or (ii) the Series G Tax Event
Prepayment Price (the "Series G Tax Event Redemption Price" and, together with
the Series G Optional Redemption Price, the "Series G Redemption Price") if
redeemed prior to January 1, 2001, upon the occurrence of a Tax Event. See "Risk
Factors and Special Considerations Relating to the Offers," "Description of the
Preferred Securities--Mandatory Redemptions."
Each series of the Preferred Securities will be redeemed upon the maturity
of the related series of the Junior Subordinated Debentures. See "Risk Factors
and Special Considerations Relating to the Offers," "Description of the
Preferred Securities--Distributions," "Description of the Junior Subordinated
Debentures--Interest" and "--Options to Extend Interest Payment Period."
General Motors will have the right at any time to liquidate a Trust and
cause the Junior Subordinated Debentures held by such Trust to be distributed to
the holders of Trust Securities of such Trust. General Motors has no present
intention to take such action with respect to either Trust. See "Description of
the Preferred Securities--Tax Event Redemptions or Distributions" and
"Description of the Junior Subordinated Debentures."
In the event of the involuntary or voluntary dissolution, winding-up or
termination of a Trust, the holders of the Preferred Securities of such Trust
will be entitled to receive for each Preferred Security of the applicable series
then held a liquidation amount of $25 plus accrued and unpaid distributions
thereon (including interest thereon) to the date of payment, unless, in
connection with such dissolution, the related series of Junior Subordinated
Debentures are distributed to the holders of the such Preferred Securities.
The Depositary Shares are listed and principally traded on the NYSE under
the symbol "GM Pr D" for the Series D 7.92% Depositary Shares and "GM Pr G" for
the Series G 9.12% Depositary Shares. On May 30, 1997, the last practicable day
of trading prior to the date of this Prospectus, the closing sales prices of the
Depositary Shares as reported on the NYSE Composite Tape were $26.38 per Series
D 7.92% Depositary Share and $28.50 per Series G 9.12% Depositary Share. HOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE DEPOSITARY SHARES.
General Motors will pay to a Soliciting Dealer (as defined herein) a
solicitation fee of $0.50 per Depositary Share (except that in the case of
transactions equal to or exceeding 10,000 Depositary Shares of any given series,
General Motors will pay a solicitation fee of $0.25 per Depositary Share), in
each case subject to certain conditions. See "The Offers--Dealer Managers;
Soliciting Dealers."
v
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
AVAILABLE INFORMATION....................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 2
PROSPECTUS SUMMARY.......................................... 3
RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE
OFFERS.................................................... 19
COMPARISON OF PREFERRED SECURITIES AND DEPOSITARY SHARES.... 25
GENERAL MOTORS CORPORATION.................................. 33
GENERAL MOTORS SELECTED FINANCIAL DATA AND CERTAIN PER SHARE
DATA...................................................... 34
GENERAL MOTORS RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS............................. 36
CAPITALIZATION.............................................. 37
ACCOUNTING TREATMENT........................................ 38
THE TRUSTS.................................................. 39
THE OFFERS.................................................. 42
LISTING AND TRADING OF PREFERRED SECURITIES AND DEPOSITARY
SHARES.................................................... 51
TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OFFERS......... 52
FEES AND EXPENSES; TRANSFER TAXES........................... 52
PRICE RANGES OF DEPOSITARY SHARES........................... 53
DESCRIPTION OF THE PREFERRED SECURITIES..................... 54
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES.......... 66
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES........... 69
DESCRIPTION OF THE PREFERENCE STOCKS AND DEPOSITARY
SHARES.................................................... 80
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE JUNIOR
SUBORDINATED DEBENTURES AND THE PREFERRED SECURITIES
GUARANTEES................................................ 86
UNITED STATES FEDERAL INCOME TAXATION....................... 88
LEGAL MATTERS............................................... 92
EXPERTS..................................................... 92
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFERS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF GENERAL MOTORS, THE SERIES D
TRUST, THE TRUSTEES OF THE SERIES D TRUST, THE SERIES G TRUST, THE TRUSTEES OF
THE SERIES G TRUST OR THE DEALER MANAGERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY EXCHANGE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ANY OF
GENERAL MOTORS, THE SERIES D TRUST OR THE SERIES G TRUST SINCE THE RESPECTIVE
DATES AS OF WHICH INFORMATION IS GIVEN HEREIN. NO OFFER IS BEING MADE TO (NOR
WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF DEPOSITARY SHARES IN
ANY JURISDICTION IN WHICH THE MAKING OF AN OFFER OR THE ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, GENERAL
MOTORS, THE SERIES D TRUST AND THE SERIES G TRUST MAY, AT THEIR DISCRETION, TAKE
SUCH ACTION AS THEY MAY DEEM NECESSARY TO MAKE AN OFFER IN ANY SUCH JURISDICTION
AND EXTEND AN OFFER TO HOLDERS OF DEPOSITARY SHARES IN SUCH JURISDICTION. IN ANY
JURISDICTION THE SECURITIES LAWS OR BLUE SKY LAWS OF WHICH REQUIRE AN OFFER TO
BE MADE BY A LICENSED BROKER OR DEALER, EACH OFFER IS BEING MADE ON BEHALF OF
THE APPLICABLE TRUST BY THE DEALER MANAGERS OR ONE OR MORE REGISTERED BROKERS OR
DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
<PAGE> 8
AVAILABLE INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by General Motors, the Series D Trust and the Series G Trust
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered pursuant to the Offers. This Prospectus does not contain all
of the information set forth in such Registration Statement, certain parts of
each of which are omitted in accordance with the rules and regulations of the
Commission. With respect to each Offer, reference is made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to General Motors, each of the Trusts and the securities. Any statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission or
incorporated by reference herein are not necessarily complete, and, in each
instance, reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified in
its entirety by such reference.
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 Commission. Reports, proxy statements and other information concerning
General Motors can be inspected and copied at prescribed rates at the
Commission's Public Reference Room, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following Regional Offices of the
Commission: 7 World Trade Center, 13th Floor, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained by mail from the Commission's Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. If available, such reports and other information may also be accessed
through the Commission's electronic data gathering, analysis and retrieval
system ("EDGAR") via electronic means, including the Commission's web site on
the Internet (http://www.sec.gov). Such reports, proxy statements and other
information may also be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005, where the Class H Common Stock, $0.10 par value per
share, of General Motors (the "Class H Common Stock") and the Common Stock,
$1 2/3 par value per share, of General Motors (the "$1 2/3 Common Stock") are
listed, and at the offices of the following other stock exchanges where the
$1 2/3 Common Stock 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.
No separate financial statements of either of the Trusts have been included
herein. General Motors does not consider that such financial statements would be
material to holders of the Preferred Securities because (i) all of the voting
securities of each Trust will be owned, directly or indirectly, by General
Motors, a reporting company under the Exchange Act, (ii) neither of the Trusts
has any independent operations and each Trust exists for the sole purpose of
issuing (a) its Preferred Securities in exchange for Depositary Shares validly
tendered in its Offer and delivering such Depositary Shares to General Motors in
consideration of the deposit by General Motors as trust assets of the related
series of Junior Subordinated Debentures having an aggregate stated principal
amount equal to the aggregate stated liquidation amount of its Preferred
Securities and (b) its Common Securities to General Motors in exchange for cash
and investing the proceeds thereof in an equal aggregate stated principal amount
of the applicable series of Junior Subordinated Debentures, and (iii) General
Motors' obligations described herein to provide certain indemnities in respect
of, and be responsible for, certain costs, expenses, debts and liabilities of
each Trust under the Indenture and pursuant to the applicable Declaration, the
Preferred Securities Guarantees issued by General Motors with respect to the
Preferred Securities issued by such Trust, the Junior Subordinated Debentures
purchased by such Trust, and the Indenture, taken together, constitute a full
and unconditional guarantee of payments due on the Preferred Securities of such
Trust. See "Description of Preferred Securities Guarantees" and "Description of
the Junior Subordinated Debentures."
Neither of the Trusts is currently subject to the information reporting
requirements of the Exchange Act. Each Trust will become subject to such
requirements upon the effectiveness of the Registration Statement, although each
Trust intends to seek and expects to receive exemptions therefrom.
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<PAGE> 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by General Motors
pursuant to Section 13 of the Exchange Act are incorporated by reference in this
Prospectus:
(a) Annual Report on Form 10-K (File No. 1-143), filed on March 20, 1997,
for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the three months ended March 31, 1997
(File No. 1-143), filed on May 15, 1997;
(c) Current Reports on Form 8-K (each, File No. 1-143), dated January 16,
1997 (filed on January 23, 1997), January 27, 1997 (filed on February
3, 1997), March 12, 1997 (filed on March 12, 1997) and April 14, 1997
(filed on April 14, 1997);
(d) The description of the Series D 7.92% Preference Stock and the Series D
7.92% Depositary Shares contained in a Registration Statement on Form
8-A (File No. 1-143) dated July 8, 1992, and any amendment or report
filed for the purpose of updating such description; and
(e) The description of the Series G 9.12% Preference Stock and the Series G
9.12% Depositary Shares contained in a Registration Statement on Form
8-A (File No. 1-143) dated December 8, 1992, and any amendment or
report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed specifically to incorporate
by reference the information referred to in Item 402(a)(8) of Regulation S-K.
All documents filed by General Motors 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 this offering 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 in this Prospectus 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 therein (or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein or therein)
modifies or supersedes such statement. Any 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 a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to General Motors
Corporation, Room 11-243, GM Building, 3044 West Grand Boulevard, Detroit,
Michigan 48202-3091 (Telephone Number (313) 556-2044).
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
GENERAL MOTORS CORPORATION, 3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN
48202-3091 ATTENTION: BOARD AND STOCKHOLDER RELATIONS PHONE: (313) 556-2044. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
JUNE 25, 1997.
2
<PAGE> 10
PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified in
its entirety by the detailed information contained elsewhere in, or incorporated
by reference in, this Prospectus.
GENERAL MOTORS CORPORATION
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. Primarily
through its wholly owned subsidiaries, General Motors Acceptance Corporation and
Hughes Electronics Corporation ("Hughes"), General Motors also provides services
and manufactures products in other industry segments.
On January 16, 1997, General Motors announced a series of planned
transactions (the "Hughes Transactions") designed to address strategic
challenges and unlock stockholder value in the three business segments of
Hughes. The transactions would include the tax-free spin-off of the Hughes
defense business to holders of $1 2/3 Common Stock and Class H Common Stock,
followed immediately by the tax-free merger of that business with Raytheon
Company. At the same time, Delco Electronics Corporation ("Delco"), the
automotive electronics subsidiary of Hughes would be transferred from Hughes to
General Motors' Delphi Automotive Systems unit. Finally, General Motors' Class H
Common Stock would be recapitalized into a General Motors tracking stock linked
to the telecommunications and space business of Hughes.
General Motors' principal executive offices are located at 100 Renaissance
Center, Detroit, Michigan 48243-7301 (Telephone Number (313) 556-5000).
THE TRUSTS
Each of the Series D Trust and the Series G Trust is a statutory business
trust, in each case formed under Delaware law pursuant to (i) a declaration of
trust, dated as of April 11, 1997, executed by General Motors, as sponsor (with
respect to each Trust, the "Sponsor"), and the trustees of such Trust (with
respect to each Trust, respectively, the "Trustees") and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware on
April 11, 1997. Each declaration will be amended and restated in its entirety
(with respect to each Trust, as so amended and restated, the "Declaration")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. Each Declaration will be qualified as an
indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). Upon issuance by each Trust of its Preferred Securities, the
purchasers thereof will own all of the issued and outstanding Preferred
Securities of such Trust. See "Description of the Preferred
Securities--Book-Entry; Delivery and Form." The Trustees of the Series D Trust
are sometimes referred to herein as the "Series D Trustees" and the Trustees of
the Series G Trust are sometimes referred to herein as the "Series G Trustees."
The Declaration of the Series D Trust is sometimes referred to herein as the
"Series D Declaration" and the Declaration of the Series G Trust is sometimes
referred to herein as the "Series G Declaration." General Motors will directly
or indirectly acquire all of the Common Securities of each Trust, in each case
in an aggregate liquidation amount equal to at least 3% of the total capital of
such Trust. Each of the Trusts exists for the sole purpose of (i) issuing (a)
its Preferred Securities in exchange for Depositary Shares validly tendered in
its Offer and delivering such Depositary Shares to General Motors in
consideration of the deposit by General Motors as trust assets of the related
series of Junior Subordinated Debentures having an aggregate stated principal
amount equal to the aggregate stated liquidation amount of its Preferred
Securities, and (b) its Common Securities to General Motors in exchange for cash
and investing the proceeds thereof in an equal aggregate stated principal amount
of the applicable series of Junior Subordinated Debentures and (ii) engaging in
those other activities necessary or incidental thereto.
Pursuant to each Declaration, the number of Trustees of each Trust will
initially be five. Three of such Trustees (with respect to each Trust, the
"Regular Trustees") will be persons who are employees or officers of, or who are
affiliated with, General Motors. With respect to each Trust, the fourth trustee
will be a financial institution that is unaffiliated with General Motors, which
trustee will serve as institutional trustee under the
3
<PAGE> 11
applicable Declaration and as indenture trustee for the purposes of compliance
with the provisions of the Trust Indenture Act (with respect to each Trust, the
"Institutional Trustee"). Initially, Wilmington Trust Company will be the
Institutional Trustee for each of the Series D Trust and the Series G Trust, in
each case until removed or replaced by the holder of the Common Securities of
the applicable Trust. For purposes of compliance with the provisions of the
Trust Indenture Act, Wilmington Trust Company will act as trustee (with respect
to each Trust, the "Guarantee Trustee") under the applicable Preferred
Securities Guarantee and as Debt Trustee (as defined herein) of each of the
Series D Trust and the Series G Trust under the Indenture. With respect to each
Trust, the fifth trustee will be an entity that maintains its principal place of
business in the state of Delaware (with respect to each Trust, the "Delaware
Trustee"). Initially, Wilmington Trust Company will act as Delaware Trustee for
each such Trust. See "Description of the Preferred Securities Guarantees" and
"Description of the Preferred Securities--Voting Rights" herein.
The Institutional Trustee of each Trust will hold title to the Junior
Subordinated Debentures purchased by such Trust for the benefit of the holders
of the Trust Securities of such Trust and will have the power to exercise all
rights, powers and privileges under the Indenture as the holder of such Junior
Subordinated Debentures. In addition, the Institutional Trustee of each Trust
will maintain exclusive control of a segregated non-interest bearing bank
account (with respect to each Trust, the "Institutional Account") to hold all
payments made in respect of the Junior Subordinated Debentures held by such
Trust for the benefit of the holders of the Trust Securities of such Trust. The
Institutional Trustee of each Trust will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the Trust
Securities of such Trust out of funds from the Institutional Account for such
Trust. The Guarantee Trustee of each Trust will hold the applicable Preferred
Securities Guarantee for the benefit of the holders of the Preferred Securities
of such Trust. General Motors, as the direct or indirect holder of all the
Common Securities of each Trust, will have the right to appoint, remove or
replace any Trustee of such Trust and to increase or decrease the number of
Trustees of such Trust, subject to certain restrictions. General Motors will pay
all fees and expenses related to each Trust and the offering of the Trust
Securities of such Trust. See "Description of the Junior Subordinated
Debentures--Miscellaneous."
The rights of the holders of the Preferred Securities of each Trust,
including economic rights, rights to information and voting rights, are set
forth in the applicable Declaration, the Delaware Business Trust Act, as amended
(the "Business Trust Act"), and the Trust Indenture Act. See "Description of the
Preferred Securities."
CERTAIN POTENTIAL RISKS AND BENEFITS TO INVESTORS
Prospective investors should carefully review the information contained
elsewhere in this Prospectus prior to making a decision regarding either or both
of the Offers and should particularly consider the following matters.
POTENTIAL RISKS TO EXCHANGING HOLDERS
- Participation in an Offer will be a taxable event for holders of
Depositary Shares tendered in such Offer. See "Risk Factors and Special
Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Exchange of Depositary Shares for Preferred Securities is a Taxable
Event."
- Unlike dividends paid on the Depositary Shares, distributions made on the
Preferred Securities are not eligible for the dividends received deduction for
corporate holders.
- The obligations of General Motors under the Junior Subordinated
Debentures are subordinate and junior in right of payment to all present and
future Senior Indebtedness and Other Financial Obligations of General Motors,
which aggregated approximately $92.5 billion at March 31, 1997, and rank pari
passu with General Motors' other general unsecured creditors. The obligations of
General Motors under the Preferred Securities Guarantees are subordinate and
junior in right of payment to all other liabilities of General Motors and rank
pari passu with the most senior preferred stock issued, from time to time, if
any, by General Motors. See "Risk Factors and Special Considerations Relating to
the Offers--Potential Risks to Exchanging Holders
4
<PAGE> 12
- --Ranking of Subordinated Obligations Under the Preferred Securities Guarantees
and Junior Subordinated Debentures."
- If General Motors were to default in its obligation to pay amounts
payable on a series of the Junior Subordinated Debentures, the Trust holding
such Junior Subordinated Debentures would lack available funds for the payment
of distributions or amounts payable on redemption of its Preferred Securities or
otherwise. In addition, the interest payment period on each series of the Junior
Subordinated Debentures may be extended from time to time under certain
circumstances by General Motors, in its sole discretion, for up to 20
consecutive quarters, such period not to extend beyond the applicable Stated
Maturity. See "Risk Factors and Special Considerations Relating to the
Offers--Potential Risks to Exchanging Holders--Ranking of Subordinated
Obligations Under the Preferred Securities Guarantees and Junior Subordinated
Debentures" and "--Options to Extend Interest Payment Periods."
- Should General Motors not make interest or other payments on a series of
the Junior Subordinated Debentures for any reason, including as a result of
General Motors' election to defer payments of interest on such Junior
Subordinated Debentures by extending the interest payment period thereon, the
Trust holding such Junior Subordinated Debentures will not make distributions or
other payments on its Trust Securities. In such event, holders of the Preferred
Securities of such Trust would not be able to rely on the applicable Preferred
Securities Guarantee since such Preferred Securities Guarantee covers
distributions and other payments on such Preferred Securities only if and to the
extent that General Motors has made a payment to such Trust of interest or
principal on the Junior Subordinated Debentures deposited in such Trust as trust
assets. See "Risk Factors and Special Considerations Relating to the
Offers--Potential Risks to Exchanging Holders--Rights Under the Preferred
Securities Guarantees."
- If General Motors elects to defer payments of interest on a series of the
Junior Subordinated Debentures by extending the interest period thereon,
distributions on the related Trust Securities would also be deferred but the
Trust holding such Junior Subordinated Debentures would accrue income (as
original issue discount ("OID")) in respect of such Junior Subordinated
Debentures which would be taxable to beneficial owners of Trust Securities of
such Trust. As a result, beneficial owners of Trust Securities of such Trust
during an Extension Period would include their pro rata share of such deferred
interest in gross income in advance of the receipt of cash. See "Risk Factors
and Special Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Options to Extend Interest Payment Periods."
- Holders of Preferred Securities of a Trust have no voting rights other
than as provided under the Business Trust Act or the Trust Indenture Act, except
for certain enforcement rights against the Institutional Trustee and, in certain
circumstances, against General Motors. Holders of Preferred Securities of a
Trust will not be able to appoint, remove or replace, or to increase or decrease
the number of, Trustees of the applicable Trust, which rights are vested
exclusively in the Common Securities of such Trust. See "Risk Factors and
Special Considerations Relating to the Offer--Potential Risks to Exchanging
Holders--Limited Voting Rights" and "Description of the Preferred
Securities--Voting Rights." Under the General Motors Certificate of
Incorporation and the applicable Deposit Agreement (as defined herein), the
Depositary Shares (and the underlying shares of Preference Stock) 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
Depositary Shares (and the underlying shares of Preference Stock), which
requires the prior approval of the holders of at least two-thirds of the
outstanding Depositary Shares of the applicable series (and the underlying
shares of Preference Stock), and (ii) in the event General Motors fails to pay
accumulated preferential dividends on any series of General Motors Preference
Stock (as defined herein) in full for any six quarterly dividend payment
periods, whether or not consecutive, and all such dividends remain unpaid (as
described below), or as required by law. With certain exceptions, in the event
that General Motors fails to pay full accumulated preferential dividends on the
shares of any series of General Motors Preference Stock, including the Series D
7.92% Preference Stock and the Series G 9.12% Preference Stock, in full for any
six quarterly dividend payment periods, whether or not consecutive, and all such
dividends remain unpaid (with respect to such series of General Motors
Preference Stock, a "Preferential Dividend Default"), the number of directors of
General Motors would be increased by two and the holders of the Depositary
Shares representing the shares of such series of General Motors
5
<PAGE> 13
Preference Stock, together as a class with the holders of depositary shares
representing all other series of General Motors Preference Stock ranking junior
to or on a parity with such series of General Motors Preference Stock and then
entitled to vote thereon, would be entitled to elect two directors of the
expanded General Motors Board of Directors (the "General Motors Board") until
the full dividends accumulated on all outstanding shares of such series of
General Motors Preference Stock have been paid. See "Description of the
Preference Stocks and Depositary Shares--Preference Stocks--Voting Rights."
- The Series D 7.92% Depositary Shares and the underlying Series D 7.92%
Preference Stock are redeemable at the option of General Motors on or after
August 1, 1999, in whole or in part. The Series D Junior Subordinated
Debentures, and as a result, the Series D Preferred Securities, are redeemable,
in whole or in part, from time to time, on or after August 1, 1999, or, in whole
but not in part, prior to August 1, 1999, upon the occurrence of a Tax Event.
The Series G 9.12% Depositary Shares and the underlying Series G 9.12%
Preference Stock are redeemable at the option of General Motors on or after
January 1, 2001. The Series G Junior Subordinated Debentures, and as a result,
the Series G Preferred Securities, are redeemable, in whole or in part, from
time to time, on or after January 1, 2001, or, in whole but not in part, prior
to January 1, 2001, upon the occurrence of a Tax Event. As a result, in the
event of a Tax Event in respect of a Trust, the Preferred Securities of such
Trust would become redeemable prior to the date on which Depositary Shares of
the corresponding series are first redeemable. See "Risk Factors and Special
Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Proposed Tax Legislation." General Motors also will have the right at
any time to shorten the maturity of the Series D Junior Subordinated Debentures
to a date not earlier than August 1, 1999 and to shorten the maturity of the
Series G Junior Subordinated Debentures to a date not earlier than January 1,
2001.
- While application will be made to list each series of the Preferred
Securities on the NYSE, each series of Preferred Securities is a new issue of
securities with no established trading market. In addition, liquidity of each
series of the Preferred Securities will be affected by the number of Depositary
Shares exchanged in the applicable Offer. See "Risk Factors and Special
Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Lack of Established Trading Market for Preferred Securities" and
"--Potential Risks to Non-Exchanging Holders--Reduced Trading Market for
Depositary Shares."
- General Motors will have the right at any time to dissolve and liquidate
each Trust and cause the Junior Subordinated Debentures held by such Trust to be
distributed to the holders of Trust Securities of such Trust. General Motors has
no present intention to take such action with respect to either Trust. While
General Motors will use its best efforts in such a situation to have such Junior
Subordinated Debentures listed on the NYSE, there is no guarantee that such
listing will take place or that a market will exist for such Junior Subordinated
Debentures. See "Risk Factors and Special Considerations Relating to the
Offers--Potential Risks to Exchanging Holders--Lack of Established Trading
Market for Preferred Securities."
POTENTIAL RISKS TO NON-EXCHANGING HOLDERS
- The liquidity and trading market for untendered Depositary Shares could
be adversely affected to the extent Depositary Shares are tendered and accepted
in the Offers. See "Risk Factors and Special Considerations Relating to the
Offers--Potential Risks to Non-Exchanging Holders--Reduced Trading Market for
Depositary Shares."
- Following the applicable Expiration Date, and in accordance with and
subject to applicable law, General Motors may from time to time acquire
Depositary Shares of either or both series in the open market, by tender offer,
subsequent exchange offer, redemption of the underlying Preference Stock or
otherwise. To the extent that any such acquisition of Depositary Shares causes
the number of outstanding Depositary Shares of a series to be less than 100,000,
the NYSE may delist such Depositary Shares from the NYSE and the trading market
for such outstanding Depositary Shares of such series could be adversely
affected. General Motors does not believe that there is a reasonable likelihood
that the Offers will cause any such delisting of either series of the Depositary
Shares. Furthermore, the consummation of each of the Offers is subject to the
Minimum Holders Condition. General Motors' decision to make any acquisitions of
Depositary Shares of either or both series in the future is dependent on many
factors, including market conditions in effect at the time of any contemplated
acquisition. Accordingly, General Motors cannot predict whether and to what
extent it will acquire any additional Depositary Shares and the consideration to
be paid therefor. General Motors has no present
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<PAGE> 14
intention to make any such additional acquisition of Depositary Shares. See
"Risk Factors and Special Considerations Relating to the Offers--Potential Risks
to Non-Exchanging Holders--Reduced Trading Market for Depositary Shares."
- The Junior Subordinated Debentures held by each Trust and the Preferred
Securities Guarantee relating thereto will rank senior in right of payment to
the Depositary Shares remaining outstanding after the consummation of the
Offers. See "Risk Factors and Special Considerations Relating to the
Offers--Potential Risks to Exchanging Holders--Ranking of Subordinated
Obligations Under the Preferred Securities Guarantees and Junior Subordinated
Debentures."
POTENTIAL BENEFITS TO EXCHANGING HOLDERS
- The cash distributions rate on the Series D Preferred Securities will be
75 basis points greater than the dividend rate on the Series D 7.92% Depositary
Shares and the cash distributions rate on the Series G Preferred Securities will
be 75 basis points greater than the dividend rate on the Series G 9.12%
Depositary Shares. However, unlike dividends paid on the Depositary Shares, cash
distributions made on the Preferred Securities are not eligible for the
dividends received deduction for corporate holders. See "Comparison of Preferred
Securities and Depositary Shares."
- Although the obligations of General Motors under the Junior Subordinated
Debentures are unsecured and will be subordinated and junior in right of payment
to all Senior Indebtedness and Other Financial Obligations of General Motors
(which aggregated approximately $92.5 billion at March 31, 1997), they will rank
pari passu with General Motors' other general unsecured creditors and will be
senior to all capital stock of General Motors now or hereafter issued by General
Motors (including the Preference Stock underlying the Depositary Shares).
- While no dividends are required to be paid with respect to the Depositary
Shares, interest payments on the Junior Subordinated Debentures and therefore
distributions on the related Preferred Securities may not be deferred for more
than 20 consecutive quarterly interest periods. Moreover, during any such
Extension Period, General Motors shall not (i) declare or pay any dividend on,
make a distribution with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock (other than as set
forth under "Description of the Preferred Securities--Distributions"), (ii) make
any payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities issued by General Motors that rank pari passu with
or junior to such Junior Subordinated Debentures (including the other series of
Junior Subordinated Debentures) and (iii) make any guarantee payments with
respect to the foregoing (other than pursuant to the applicable Preferred
Securities Guarantee). Since the Series D Junior Subordinated Debentures and the
Series G Junior Subordinated Debentures rank pari passu with each other, if
General Motors elects to extend the interest payment period on one series of
Junior Subordinated Debentures it will not be permitted to make payments on the
other series. General Motors has no present intention of exercising its right to
defer payments of interest on any of the Junior Subordinated Debentures.
However, should General Motors determine to exercise such right in the future
with respect to either series of Junior Subordinated Debentures, the market
price of the related series of Preferred Securities is likely to be affected. In
such event, because no payments on the other series of Junior Subordinated
Debentures will be permitted, the market price of the other series of Preferred
Securities is also likely to be affected. See "Description of the Preferred
Securities." To date, General Motors has made each quarterly dividend payment
with respect to the Depositary Shares on the applicable scheduled dividend
payment dates, and dividends on the Preference Stocks accrue whether or not such
dividends are declared. See "Description of the Preference Stocks and Depositary
Shares--Preference Stocks--Dividends."
- So long as payments of interest and other payments are made when due on a
series of the Junior Subordinated Debentures, such payments will be sufficient
to cover cash distributions and other payments made on the related series of
Trust Securities because (i) the aggregate principal amount of Junior
Subordinated Debentures deposited as trust assets in each Trust will be equal to
the sum of (a) the aggregate stated liquidation amount of the Preferred
Securities issued by such Trust in exchange for the Depositary Shares accepted
by such Trust in its Offer and (b) the amount of proceeds received by such Trust
from the issuance of its Common Securities to General Motors, which proceeds
will be used by such Trust to purchase
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<PAGE> 15
an equal principal amount of the applicable series of Junior Subordinated
Debentures, (ii) the interest rate and interest and other payment dates on the
Junior Subordinated Debentures held by each Trust will match the distribution
rate and distribution and other payment dates for the Trust Securities issued by
such Trust, (iii) the Declaration relating to each Trust provides that General
Motors, as issuer of the Junior Subordinated Debentures held by such Trust,
shall pay for all debts and obligations (other than payments of interest and
principal with respect to the Trust Securities issued by such Trust) and all
costs and expenses of such Trust, and (iv) the Declaration relating to each
Trust further provides that the Trustees of such Trust shall not permit such
Trust to, among other things, engage in any activity that is not consistent with
the purposes of such Trust. See "The Trusts," "Description of the Preferred
Securities," "Description of the Junior Subordinated Debentures" and
"Relationship Between the Preferred Securities, the Junior Subordinated
Debentures and the Preferred Securities Guarantees."
- If a Declaration Event of Default (as defined herein) occurs and is
continuing under the Declaration of a Trust, then the holders of Preferred
Securities of such Trust would be able to rely on the enforcement by the
applicable Institutional Trustee of its rights as a holder of the related series
of Junior Subordinated Debentures against General Motors. In addition, the
holders of a majority in liquidation amount of the Preferred Securities of such
Trust will have the right to direct the time, method, and place of conducting
any proceeding for any remedy available to such Institutional Trustee or
(subject to the receipt of a tax opinion as described in "Description of the
Preferred Securities--Voting Rights") to direct the exercise of any trust or
power conferred upon such Institutional Trustee under the applicable
Declaration, including the right to direct such Institutional Trustee to
exercise the remedies available to it as a holder of such Junior Subordinated
Debentures. If such Institutional Trustee fails to enforce its rights under such
Junior Subordinated Debentures, a holder of the related Preferred Securities may
institute a legal proceeding directly against General Motors to enforce such
Institutional Trustee's rights under such Junior Subordinated Debentures without
first instituting any legal proceeding against such Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if a Declaration Event of
Default has occurred and is continuing, and such event is attributable to the
failure of General Motors to pay interest or principal on the applicable series
of Junior Subordinated Debentures on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date), then a
holder of the related Preferred Securities may directly institute a proceeding
for enforcement of payment to such holder of the principal of or interest on
such Junior Subordinated Debentures having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such holder (each, a
"Direct Action") on or after the respective due date specified in such Junior
Subordinated Debentures. In connection with any such Direct Action, General
Motors will be subrogated to the rights of such holder of Preferred Securities
under the applicable Declaration to the extent of any payment made by General
Motors to such holder of Preferred Securities in such Direct Action. The holders
of Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the related Junior Subordinated Debentures. See
"Description of the Preferred Securities--Declaration Events of Default."
THE OFFERS
PURPOSE OF THE OFFERS
The purpose of the Offers is to refinance the Depositary Shares with the
Preferred Securities to restructure a portion of General Motors' outstanding
equity while achieving competitive financing and certain tax efficiencies. The
refinancings effected pursuant to the Offers will permit General Motors to
deduct interest payable on the Junior Subordinated Debentures for United States
federal income tax purposes.
TERMS OF THE OFFERS
Series D Offer. Upon the terms and subject to the conditions set forth
herein and in the Letter of Transmittal relating to the Series D 7.92%
Depositary Shares, the Series D Trust hereby offers to exchange its Series D
Preferred Securities for up to 5,462,917 (i.e., approximately 90%) of the
outstanding Series D 7.92% Depositary Shares not owned by General Motors.
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<PAGE> 16
Series G Offer. Upon the terms and subject to the conditions set forth
herein and in the Letter of Transmittal relating to the Series G 9.12%
Depositary Shares, the Series G Trust hereby offers to exchange its Series G
Preferred Securities for up to 9,071,910 (i.e., approximately 90%) of the
outstanding Series G 9.12% Depositary Shares not owned by General Motors.
EACH OFFER IS INDEPENDENT FROM THE OTHER OFFER. FURTHERMORE EACH OFFER IS
SUBJECT TO CERTAIN CONDITIONS, AS DESCRIBED HEREIN.
Exchanges will be made on the basis of one Series D Preferred Security for
each Series D 7.92% Depositary Share validly tendered and accepted for exchange
in the Series D Offer, and one Series G Preferred Security for each Series G
9.12% Depositary Share validly tendered and accepted for exchange in the Series
G Offer. As of the date of this Prospectus, there are 6,069,909 Series D 7.92%
Depositary Shares outstanding and not owned by General Motors and 10,079,899
Series G 9.12% Depositary Shares outstanding and not owned by General Motors.
See "The Offers--Terms of the Offers."
EXPIRATION DATES; WITHDRAWALS
Series D Offer. Upon the terms and conditions of the Series D Offer, the
Series D Trust will accept for exchange up to 5,462,917 Series D 7.92%
Depositary Shares validly tendered and not withdrawn prior to 12:00 Midnight,
Eastern time, on Wednesday, July 2, 1997, or if the Series D Offer is extended
by the Series D Trust, in its sole discretion, the latest date and time to which
the Series D Offer has been extended (the "Series D Expiration Date").
Series G Offer. Upon the terms and conditions of the Series G Offer, the
Series G Trust will accept for exchange up to 9,071,910 Series G 9.12%
Depositary Shares validly tendered and not withdrawn prior to 12:00 Midnight,
Eastern time, on Wednesday, July 2, 1997, or if the Series G Offer is extended
by the Series G Trust, in its sole discretion, the latest date and time to which
the Series G Offer has been extended (the "Series G Expiration Date").
The Series D Expiration Date and the Series G Expiration Date are each an
"Expiration Date" and together constitute the "Expiration Dates." Tenders of
Depositary Shares pursuant to an Offer may be withdrawn at any time prior to the
applicable Expiration Date and, unless accepted for exchange by the offering
Trust, may be withdrawn at any time after 40 Business Days (as defined herein)
after the date of this Prospectus. A "Business Day" shall mean any day other
than Saturday, Sunday or any other day on which banking institutions in New
York, New York or Wilmington, Delaware are permitted or required by any
applicable law to close. See "The Offers--Expiration Date; Extensions;
Amendments; Termination" and "--Withdrawal of Tenders." Tenders in each Offer
must be made to the Exchange Agent in order to be valid.
CONDITIONS TO THE OFFERS; EXTENSIONS; AMENDMENTS; TERMINATION
In order to satisfy the NYSE listing requirements with respect to each
series of the Preferred Securities, consummation of each Offer is subject to,
among other things, the Minimum Distribution Condition, which requires that
there be at least 400 record or beneficial holders of at least 1,000,000
Preferred Securities to be issued in exchange for the Depositary Shares tendered
in such Offer. Similarly, in order to protect certain rights of the holders of
the Depositary Shares of each series, each Offer is also subject to the Minimum
Holders Condition, which requires that as of the applicable Expiration Date
there shall not have been tenders by a number of holders of Depositary Shares
such that General Motors has determined that the consummation of such Offer
would have a reasonable likelihood of producing, either directly or indirectly,
(i) the related series of Depositary Shares to be held of record by less than
300 persons (as determined for purposes of Rule 13e-3 under the Exchange Act) or
(ii) the related series of Depositary Shares to cease to be listed on the NYSE
after the consummation of such Offer. With respect to each Offer, the Minimum
Distribution Condition applies to the holdings of the applicable Preferred
Securities to be outstanding after the consummation of such Offer while the
Minimum Holders Condition applies to the holdings of the applicable Depositary
Shares that will remain outstanding after the consummation of such Offer.
Neither the Minimum Distribution Condition nor the Minimum Holders Condition may
be waived with respect to either Offer. See "The Offers--Conditions to the
Offers" and "--Expiration Dates; Extensions; Amendments; Termination."
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<PAGE> 17
Each of the Trusts expressly reserves the right with respect to its Offer,
in its sole discretion, subject to applicable law, to (i) terminate its Offer,
and not accept for exchange any Depositary Shares tendered in its Offer and
promptly return such Depositary Shares, upon the failure of any condition
specified above or under "The Offers--Conditions to the Offers," (ii) waive any
condition to its Offer (other than the Minimum Distribution Condition and the
Minimum Holders Condition) and accept all Depositary Shares previously tendered
pursuant to its Offer, (iii) extend the Expiration Date of its Offer and retain
all Depositary Shares tendered pursuant to its Offer until the Expiration Date
for its Offer, subject, however, to all withdrawal rights of holders (see "The
Offers--Withdrawal of Tenders"), (iv) amend the terms of its Offer, (v) modify
the form of the consideration to be paid pursuant to its Offer, or (vi) not
accept for exchange the Depositary Shares tendered pursuant to its Offer at any
time on or prior to the Expiration Date for its Offer as a result of an invalid
tender, proration, withdrawal prior to the applicable Expiration Date or the
occurrence of certain other events as set forth herein. Any amendment applicable
to an Offer will apply to all Depositary Shares tendered pursuant to such Offer.
The minimum period during which an Offer must remain open following material
changes in the terms of such Offer or the information concerning such Offer,
other than a change in the percentage of securities sought or the price, depends
upon the facts and circumstances, including the relative materiality of such
terms or information. See "The Offers--Conditions to the Offers" and "--
Expiration Dates; Extensions; Amendments; Termination."
PROCEDURES FOR TENDERING
Each Holder of Depositary Shares wishing to participate in an Offer must
(i) properly complete and sign the Letter of Transmittal relating to the series
of Depositary Shares to be tendered in such Offer (or where appropriate, an
Agent's Message (as defined herein) or a facsimile thereof (all references in
this Prospectus to a Letter of Transmittal shall be deemed to include a
facsimile thereof) in accordance with the instructions contained herein and in
such Letter of Transmittal, together with any required signature guarantees, and
deliver the same to The First National Bank of Boston, as Exchange Agent, at one
of its addresses set forth on the back cover page hereof, prior to the
applicable Expiration Date and either (a) certificates for the Depositary Shares
being tendered in such Offer must be received by the Exchange Agent at such
address or (b) such Depositary Shares must be transferred pursuant to the
procedures for book-entry transfer described herein and a confirmation of such
book-entry transfer must be received by the Exchange Agent, in each case prior
to the applicable Expiration Date, or (ii) comply with the guaranteed delivery
procedures described herein with respect to such Offer. See "The
Offers--Procedures for Tendering."
IN ORDER TO PARTICIPATE IN AN OFFER, HOLDERS OF DEPOSITARY SHARES MUST
SUBMIT THE LETTER OF TRANSMITTAL RELATING TO THE SERIES OF DEPOSITARY SHARES TO
BE TENDERED IN SUCH OFFER AND COMPLY WITH THE OTHER PROCEDURES FOR TENDERING
SUCH DEPOSITARY SHARES IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND
IN THE APPLICABLE LETTER OF TRANSMITTAL PRIOR TO THE APPLICABLE EXPIRATION DATE.
THERE IS A SEPARATE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY
FOR EACH OFFER.
LETTERS OF TRANSMITTAL, DEPOSITARY SHARES AND ANY OTHER REQUIRED DOCUMENTS
SHOULD BE SENT ONLY TO THE EXCHANGE AGENT--NOT TO GENERAL MOTORS, THE SERIES D
TRUST, THE SERIES G TRUST, THE DEALER MANAGERS OR THE INFORMATION AGENT.
SPECIAL PROCEDURE FOR BENEFICIAL OWNERS
Any beneficial owner whose Depositary Shares are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender such Depositary Shares in an Offer should contact such registered
Holder promptly and instruct such registered Holder to tender such Depositary
Shares in the applicable Offer on such beneficial owner's behalf. If such
beneficial owner wishes to tender such Depositary Shares in an Offer on its own
behalf, such owner must, prior to completing and executing the
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<PAGE> 18
Letter of Transmittal relating to the series of Depositary Shares to be tendered
in such Offer and delivering its Depositary Shares to be tendered in such Offer,
either make appropriate arrangements to register ownership of such Depositary
Shares in such owner's name or obtain a properly completed stock power from the
registered Holder. The transfer of registered ownership may take considerable
time and may not be able to be completed prior to the applicable Expiration
Date. See "The Offers--Procedures for Tendering--Special Procedures for
Beneficial Owners."
GUARANTEED DELIVERY PROCEDURES
If a Holder desires to accept an Offer and time will not permit the Letter
of Transmittal relating to the series of Depositary Shares to be tendered in
such Offer or the Depositary Shares to be tendered in such Offer to reach the
Exchange Agent before the applicable Expiration Date or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender with respect
to such Offer may be effected in accordance with the guaranteed delivery
procedures set forth in "The Offers--Procedures for Tendering--Guaranteed
Delivery." THERE IS A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH OFFER.
ACCEPTANCE OF SHARES; PRORATION
Upon the terms and subject to the conditions of its Offer, including the
Minimum Distribution Condition and the Minimum Holders Condition, each Trust
will accept for exchange up to the specified amount of the applicable series of
Depositary Shares validly tendered and not withdrawn prior to the applicable
Expiration Date. If more than the maximum number of Depositary Shares of either
series is validly tendered and not withdrawn on or prior to the Expiration Date
for the applicable Offer, the applicable Trust will accept (subject to the terms
and conditions of its Offer) such related Depositary Shares for exchange on a
pro rata basis as described herein. Each of the Trusts expressly reserves the
right, in its sole discretion, to delay acceptance for exchange of Depositary
Shares tendered under its Offer and the delivery of its Preferred Securities
with respect to the Depositary Shares accepted for exchange in its Offer
(subject to Rules 13e-4 and 14e-1 under the Exchange Act, which require that
General Motors and such Trust consummate such Offer or return the Depositary
Shares deposited by or on behalf of the holders thereof in connection with such
Offer promptly after the termination or withdrawal of such Offer), or to amend,
withdraw or terminate its Offer, at any time prior to the applicable Expiration
Date for any of the reasons set forth in "The Offers--Conditions to the Offers"
and "--Expiration Dates; Extensions; Amendments; Termination."
If more than the maximum number of Depositary Shares of either series is
validly tendered and not withdrawn on or prior to the Expiration Date for the
applicable Offer, the applicable Trust will accept (subject to the terms and
conditions of its Offer) such related Depositary Shares for exchange in its
Offer on a pro rata basis, subject to adjustment to avoid the distribution of
fractional Preferred Securities. If proration of tendered Depositary Shares is
required in an Offer, because of the difficulty in determining the number of
Depositary Shares validly tendered (including shares tendered by the guaranteed
delivery procedures described below in " --Procedures for Tendering"), each
Trust expects that it would not be able to announce the final proration factor
to commence the exchange for any Depositary Shares of the applicable series
until approximately five Business Days after the applicable Expiration Date (the
period between the applicable Expiration Date and the commencement of the
exchange is referred to herein as a "Proration Period"). Preliminary results of
the proration required in an Offer (if any) will be announced by press release
as promptly as practicable after the applicable Expiration Date. Holders of
Depositary Shares may also obtain such preliminary information from the Dealer
Managers, the Information Agent or the Exchange Agent and may also be able to
obtain such information from their brokers. If proration is required in an
Offer, until the final proration factors regarding such Offer are known, the
applicable Trust will not issue any Preferred Securities in exchange for
Depositary Shares accepted for exchange in its Offer or return Depositary Shares
delivered to the Exchange Agent but not tendered or return Depositary Shares
tendered but not accepted for exchange because of proration. Such Trust will
issue its Preferred Securities in exchange for Depositary Shares accepted for
exchange in its Offer and return Depositary Shares delivered to the Exchange
Agent but not tendered and return Depositary Shares tendered but not accepted
for exchange because of proration as promptly as practicable following the
Proration Period.
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<PAGE> 19
If a Trust decides, in its sole discretion, to decrease the number of
shares of Depositary Shares sought in its Offer or to increase or decrease the
consideration offered to holders of Depositary Shares in its Offer, and if its
Offer is scheduled to expire less than ten Business Days from and including the
date that notice of such increase or decrease is first published, sent or given
in the manner specified in "The Offers--Terms of the Offers" and "--Expiration
Dates; Extensions; Amendments; Termination," then its Offer will remain open for
a minimum of ten Business Days from and including the date of such notice.
All Depositary Shares not accepted pursuant to an Offer, including shares
not accepted because of proration, will be returned to the tendering holders at
the expense of the offering Trust as promptly as practicable following the
applicable Expiration Date or Proration Period (if applicable).
DELIVERY OF PREFERRED SECURITIES
Subject to the terms and conditions of each Offer, the delivery of the
Preferred Securities to be issued pursuant to such Offer will occur as promptly
as practicable following the applicable Expiration Date. See "The Offers--Terms
of the Offer" and "--Expiration Dates; Extensions; Amendments; Termination."
DESCRIPTION OF PREFERRED SECURITIES AND JUNIOR SUBORDINATED DEBENTURES
Series D Preferred Securities. The Series D Preferred Securities evidence
undivided beneficial interests in the assets of the Series D Trust and will have
terms equivalent to the Series D Common Securities, except that upon the
occurrence and during the continuance of a Declaration Event of Default in
respect of the Series D Junior Subordinated Debentures, the rights of the
holders of the Series D Common Securities to receive payment of periodic
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the Series D Preferred Securities.
The Series D Declaration does not permit the issuance by the Series D Trust of
any securities other than the Series D Trust Securities or the incurrence of any
indebtedness by the Series D Trust. Pursuant to such Declaration, the
Institutional Trustee of the Series D Trust will own the Series D Junior
Subordinated Debentures purchased by the Series D Trust for the benefit of the
holders of the Series D Trust Securities. The payment of distributions out of
money held by the Series D Trust, and payments upon redemption of the Series D
Preferred Securities or liquidation of the Series D Trust, are guaranteed by
General Motors to the extent described under "Description of the Preferred
Securities Guarantees." The Series D Declaration defines an event of default
with respect to the Series D Trust Securities (a "Series D Declaration Event of
Default") as the occurrence and continuance of an "event of default" under the
Indenture relating to the Series D Junior Subordinated Debentures (a "Series D
Indenture Event of Default").
Distributions on the Series D Preferred Securities will be fixed at a rate
per annum of 8.67% of the stated liquidation amount of $25 per Series D
Preferred Security. Distributions in arrears for more than one quarter will bear
interest thereon at the rate of 8.67% per annum, compounded quarterly to the
extent permitted by law. The term "distribution" as used herein includes any
such interest payable unless otherwise stated. The amount of distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months. Distributions on the Series D Preferred Securities will be
cumulative, will accrue from and including the Series D Accrual Date, and,
except as otherwise described below, will be payable quarterly on February 1,
May 1, August 1 and November 1 of each year, commencing August 1, 1997, when, as
and if available for payment. In addition, holders of Series D Preferred
Securities will be entitled to an additional cash distribution at the rate of
7.92% per annum of the liquidation amount thereof from April 1, 1997 through and
including the Series D Expiration Date in lieu of dividends accumulating and
unpaid from April 1, 1997 on their Series D 7.92% Depositary Shares accepted for
exchange, such additional distribution to be made on August 1, 1997 to holders
of the Series D Preferred Securities on the record date for such distribution.
Series G Preferred Securities. The Series G Preferred Securities evidence
undivided beneficial interests in the assets of the Series G Trust and will have
terms equivalent to the Series G Common Securities, except that upon the
occurrence and during the continuance of a Declaration Event of Default in
respect of the Series G Junior Subordinated Debentures, the rights of the
holders of the Series G Common Securities to receive payment of periodic
distributions and payments upon liquidation, redemption and otherwise will be
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<PAGE> 20
subordinated to the rights of the holders of the Series G Preferred Securities.
The Series G Declaration does not permit the issuance by the Series G Trust of
any securities other than the Series G Trust Securities or the incurrence of any
indebtedness by the Series G Trust. Pursuant to such Declaration, the
Institutional Trustee of the Series G Trust will own the Series G Junior
Subordinated Debentures purchased by the Series G Trust for the benefit of the
holders of the Series G Trust Securities. The payment of distributions out of
money held by the Series G Trust, and payments upon redemption of the Series G
Preferred Securities or liquidation of the Series G Trust, are guaranteed by
General Motors to the extent described under "Description of the Preferred
Securities Guarantees." The Series G Declaration defines an event of default
with respect to the Series G Trust Securities (a "Series G Declaration Event of
Default") as the occurrence and continuance of an "event of default" under the
Indenture relating to the Series G Junior Subordinated Debentures (a "Series G
Indenture Event of Default"). The Series D Declaration Events of Default and the
Series G Declaration Events of Default are each a "Declaration Event of Default"
and together constitute "Declaration Events of Default." The Series D Indenture
Events of Default and the Series G Indenture Events of Default are each an
"Indenture Event of Default" and together constitute "Indenture Events of
Default."
Distributions on the Series G Preferred Securities will be fixed at a rate
per annum of 9.87% of the stated liquidation amount of $25 per Series G
Preferred Security. Distributions in arrears for more than one quarter will bear
interest thereon at the rate of 9.87% per annum, compounded quarterly to the
extent permitted by law. The term "distribution" as used herein includes any
such interest payable unless otherwise stated. The amount of distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months. Distributions on the Series G Preferred Securities will be
cumulative, will accrue from and including the Series G Accrual Date, and,
except as otherwise described below, will be payable quarterly on February 1,
May 1, August 1 and November 1 of each year, commencing August 1, 1997, when, as
and if available for payment. In addition, holders of Series G Preferred
Securities will be entitled to an additional cash distribution at the rate of
9.12% per annum of the liquidation amount thereof from April 1, 1997, through
and including the Series G Expiration Date in lieu of dividends accumulating and
unpaid from April 1, 1997, on their Series G 7.92% Depositary Shares accepted
for exchange, such additional distribution to be made on August 1, 1997, to
holders of the Series G Preferred Securities on the record date for such
distribution.
The Series D distributions and the Series G distributions are each
"distributions" and together constitute the "distributions."
The distribution rate and the distribution and other payment dates for each
series of Preferred Securities will correspond to the interest rate and the
interest and other payment dates on the related series of Junior Subordinated
Debentures deposited in the applicable Trust as trust assets. As a result, if
principal or interest is not paid on a series of Junior Subordinated Debentures,
including as a result of General Motors' election to extend the interest payment
period on such Junior Subordinated Debentures as described below, the Trust
holding such Junior Subordinated Debentures will not make payments on its Trust
Securities. General Motors has the right under the Indenture to defer payments
of interest on the related Junior Subordinated Debentures held by such Trust by
extending the interest payment period from time to time on such Junior
Subordinated Debentures, which, if exercised, would defer quarterly
distributions on the related Preferred Securities (though such distributions
would continue to accrue with interest since interest would continue to accrue
on such Junior Subordinated Debentures) during any such Extension Period. Such
right to extend the interest payment period for such Junior Subordinated
Debentures is limited to a period not exceeding 20 consecutive quarters and such
period may not extend beyond the Stated Maturity of such Junior Subordinated
Debentures. In the event that General Motors exercises this right with respect
to either series of Junior Subordinated Debentures, then General Motors shall
not (i) declare or pay any dividend on, make a distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of its capital stock (other than (a) purchases or acquisitions of shares of
common stock of General Motors (including, without limitation, the $1 2/3 Common
Stock, the Class H Common Stock and any other class of common stock of General
Motors now or hereafter issued) (collectively, "General Motors Common Stock") in
connection with the satisfaction by General Motors of its obligations under any
employee benefit plans or any other contractual obligation of General Motors
(other than a contractual obligation ranking pari passu with or junior to the
Junior Subordinated Debentures), (b) the issuance of capital stock in connection
with a
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<PAGE> 21
recapitalization or reclassification of General Motors capital stock or the
exchange or conversion of one class or series of General Motors' capital stock
for another class or series of General Motors capital stock, in each case by
merger or otherwise, or (c) the purchase of fractional interests in shares of
General Motors' capital stock pursuant to the conversion or exchange provisions
of such General Motors capital stock or the security being converted or
exchanged), (ii) make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities issued by General Motors that
rank pari passu with or junior to such Junior Subordinated Debentures (including
the other series of Junior Subordinated Debentures) and (iii) make any guarantee
payments with respect to the foregoing (other than pursuant to the applicable
Preferred Securities Guarantee). Since the Series D Junior Subordinated
Debentures and the Series G Junior Subordinated Debentures rank pari passu with
each other, if General Motors elects to extend the interest payment period on
one series of Junior Subordinated Debentures it will not be permitted to make
payments on the other series. Prior to the termination of any such Extension
Period, General Motors may further extend the interest payment period; provided,
that such Extension Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarters or extend beyond the
Stated Maturity of such Junior Subordinated Debentures. Upon the termination of
any Extension Period and the payment of all amounts then due, General Motors may
select a new Extension Period, subject to the above requirements. If
distributions are deferred with respect to a series of Preferred Securities, the
deferred distributions and accrued interest thereon shall be paid to holders of
record of such Preferred Securities as they appear on the books and records of
the applicable Trust on the record date next following the termination of such
Extension Period. See "Risk Factors and Special Considerations Relating to the
Offers," "--Rights Under the Preferred Securities Guarantees" and "--Options to
Extend Interest Payment Periods" and "Description of the Junior Subordinated
Debentures--Interest" and "--Options to Extend Interest Payment Periods." If
General Motors elects to defer payments of interest on a series of Junior
Subordinated Debentures by extending the interest period thereon, distributions
on the related Preferred Securities would also be deferred but the applicable
Trust would accrue income (as OID) in respect of such Junior Subordinated
Debentures which would be taxable to beneficial owners of the related Preferred
Securities. As a result, beneficial owners of Preferred Securities during an
Extension Period would include their pro rata share of such deferred interest in
gross income in advance of the receipt of cash. See "Risk Factors and Special
Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Options to Extend Interest Payment Periods."
If the Institutional Trustee of a Trust shall be the sole holder of the
Junior Subordinated Debentures purchased by such Trust, General Motors shall
give the Regular Trustees and the Institutional Trustee of such Trust notice of
its selection of such Extension Period one Business Day prior to the earlier of
(i) the date distributions on the Preferred Securities of such Trust are payable
or (ii) the date the Regular Trustees of such Trust are required to give notice
to the NYSE (or other applicable self-regulatory organization) or to holders of
the Preferred Securities of such Trust of the record date or the date such
distribution is payable. The Regular Trustees of such Trust shall give notice of
General Motors' selection of such Extension Period to the holders of the
Preferred Securities of such Trust. If such Institutional Trustee shall not be
the sole holder of such Junior Subordinated Debentures, General Motors shall
give the holders of such Junior Subordinated Debentures notice of its selection
of such Extension Period ten Business Days prior to the earlier of (i) the
applicable Interest Payment Date (as defined herein) or (ii) the date upon which
General Motors is required to give notice to the NYSE (or other applicable
self-regulatory organization) or to holders of such Junior Subordinated
Debentures of the record or payment date of such related interest payment. See
"Description of the Junior Subordinated Debentures--Options to Extend Interest
Payment Periods."
There will be deposited in each Trust as trust assets the applicable series
of Junior Subordinated Debentures having an aggregate principal amount equal to
the aggregate stated liquidation amount of (i) the Preferred Securities issued
by such Trust in exchange for the Depositary Shares accepted in its Offer and
(ii) the amount of proceeds received by such Trust from the sale of its Common
Securities to General Motors. Distributions on the Trust Securities of a Trust
must be paid on the dates payable to the extent that such Trust has funds
available for the payment of such distributions in its Institutional Account.
Each Trust's funds available for distribution to the holders of its Trust
Securities will be limited to payments received from General Motors on the
Junior Subordinated Debentures purchased by such Trust. See "Description of the
Junior Subordinated Debentures." The payment of distributions out of moneys held
by each Trust is
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guaranteed by General Motors on a subordinated basis as and to the extent set
forth under "Description of the Preferred Securities Guarantees." Each Preferred
Securities Guarantee covers distributions and other payments on the applicable
series of Preferred Securities only if and to the extent that General Motors has
made a payment to the applicable Trust of interest or principal on the Junior
Subordinated Debentures deposited in such Trust as trust assets. Each Preferred
Securities Guarantee, when taken together with General Motors' obligations under
the applicable series of Junior Subordinated Debentures, the Indenture and the
applicable Declaration, including its obligation (as issuer of the Junior
Subordinated Debentures) to pay costs, expenses and certain liabilities of the
Trust, constitutes a full and unconditional guarantee of amounts due on the
applicable Preferred Securities.
Subject to General Motors' right to redeem the Series D Junior Subordinated
Debentures upon the occurrence of a Tax Event as described below, the Series D
Junior Subordinated Debentures will mature on July 1, 2012, which date may be
shortened to a date not earlier than August 1, 1999 as provided herein.
Moreover, the Series D Junior Subordinated Debentures are redeemable, in whole
or in part, at any time on or after August 1, 1999, or in whole but not in part,
prior to August 1, 1999, upon the occurrence of a Tax Event. See "Description of
the Junior Subordinated Debentures." Upon the repayment of the Series D Junior
Subordinated Debentures, whether at maturity or upon redemption, the proceeds
from such repayment or payment shall simultaneously be applied to redeem Series
D Trust Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Series D Junior Subordinated Debentures so repaid or
redeemed at the applicable Series D Redemption Price; provided, that holders of
Series D Trust Securities shall be given not less than 30 nor more than 60 days
notice of such redemption. As a result, in the event of a Tax Event in respect
of the Series D Trust, the Series D Preferred Securities would become redeemable
prior to the date on which the Series D 7.92% Depositary Shares are first
redeemable. See "Description of the Junior Subordinated Debentures--Optional
Redemptions." In the event that fewer than all of the outstanding Series D
Preferred Securities are to be redeemed, the Series D Preferred Securities will
be redeemed pro rata as described under "Description of Preferred
Securities--Book-Entry; Delivery and Form."
Subject to General Motors' right to redeem the Series G Junior Subordinated
Debentures upon the occurrence of a Tax Event as described below, the Series G
Junior Subordinated Debentures will mature on July 1, 2012, which date may be
shortened to a date not earlier than January 1, 2001 as provided herein.
Moreover, the Series G Junior Subordinated Debentures are redeemable, in whole
or in part, at any time on or after January 1, 2001, or in whole but not in
part, prior to January 1, 2001, upon the occurrence of a Tax Event. See
"Description of the Junior Subordinated Debentures." Upon the repayment of the
Series G Junior Subordinated Debentures, whether at maturity or upon redemption,
the proceeds from such repayment or payment shall simultaneously be applied to
redeem Series G Trust Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Series G Junior Subordinated Debentures so
repaid or redeemed at the applicable Series G Redemption Price; provided, that
holders of Series G Trust Securities shall be given not less than 30 nor more
than 60 days notice of such redemption. As a result, in the event of a Tax Event
in respect of the Series G Trust, the Series G Preferred Securities would become
redeemable prior to the date on which the Series G 9.12% Depositary Shares are
first redeemable. See "Description of the Junior Subordinated
Debentures--Optional Redemptions." In the event that fewer than all of the
outstanding Series G Preferred Securities are to be redeemed, the Series G
Preferred Securities will be redeemed pro rata as described under "Description
of Preferred Securities--Book-Entry; Delivery and Form."
If, at any time, a Tax Event in respect of a Trust shall occur and be
continuing, General Motors shall have the right, upon not less than 30 and no
more than 60 days notice to the holders of the applicable Junior Subordinated
Debentures, at its option, to redeem the Junior Subordinated Debentures held by
such Trust, in whole (but not in part), for cash within 90 days following the
occurrence of such Tax Event at the applicable Tax Event Prepayment Price (as
defined herein). The Series D Tax Event Prepayment Price and the Series G Tax
Event Prepayment Price are each a "Tax Event Prepayment Price". Following such
redemption, all Trust Securities of the applicable Trust shall be redeemed by
such Trust at the applicable Tax Event Redemption Price.
A "Tax Event" means, with respect to a Trust, that the Regular Trustees of
such Trust shall have received an opinion of nationally recognized independent
tax counsel experienced in such matters to the effect
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that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
(b) any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Junior Subordinated Debentures purchased by such Trust, there is
more than an insubstantial risk that (i) such Trust is, or will be within 90
days of the date of such opinion, subject to United States federal income tax
with respect to income received or accrued on such Junior Subordinated
Debentures, (ii) interest payable by General Motors on such Junior Subordinated
Debentures is not, or within 90 days of the date of such opinion will not be,
deductible by General Motors, in whole or in part, for United States federal
income tax purposes, or (iii) such Trust is, or will be within 90 days of the
date of such opinion, subject to more than a de minimis amount of other taxes,
duties or other governmental charges. See "Description of the Preferred
Securities--Tax Event Redemptions or Distributions."
General Motors will have the right at any time to dissolve and liquidate
each Trust and cause the Junior Subordinated Debentures held by such Trust to be
distributed to the holders of the Trust Securities of such Trust. If such Junior
Subordinated Debentures are distributed to the holders of the Preferred
Securities of such Trust, General Motors will use its best efforts to have such
Junior Subordinated Debentures listed on the NYSE or on such other exchange as
such Preferred Securities are then listed. General Motors has no current
intention to cause the distribution of either the Series D Junior Subordinated
Debentures or the Series G Junior Subordinated Debentures. See "Description of
the Preferred Securities--Tax Event Redemptions or Distributions" and
"Description of the Junior Subordinated Debentures."
The Series D Junior Subordinated Debentures will be issued pursuant to a
supplement (the "Series D Supplement") to the Indenture, dated as of July 1,
1997 (the "Indenture"), between General Motors and Wilmington Trust Company as
Trustee (the "Debt Trustee"). See "Description of the Junior Subordinated
Debentures." The Series D Junior Subordinated Debentures will bear interest at
an annual rate of 8.67%. Interest will be payable quarterly on February 1, May
1, August 1 and November 1 of each year, commencing on August 1, 1997; provided
that, as described above, so long as General Motors shall not be in default in
the payment of interest on the Series D Junior Subordinated Debentures, General
Motors shall have the right to extend the interest payment period from time to
time for a period not exceeding 20 consecutive quarterly interest periods,
provided that an Extension Period may not extend beyond the Stated Maturity of
the Series D Junior Subordinated Debentures. General Motors has no current
intention of exercising its right to extend an interest payment period. However,
should General Motors determine to exercise such right in the future, the market
price of the Series D Preferred Securities is likely to be affected. Moreover,
since the Series D Junior Subordinated Debentures and the Series G Junior
Subordinated Debentures rank pari passu with each other, if General Motors
elects to extend the interest payment period on one series of Junior
Subordinated Debentures it will not be permitted to make payments on the other
series. Accordingly, the market price of the Series G Preferred Securities is
also likely to be affected in the event that General Motors determines to
exercise such right in the future. See "Risk Factors and Special Considerations
Relating to the Offers" and "Description of the Junior Subordinated
Debentures--Option to Extend Interest Payment Period."
The Series D Junior Subordinated Debentures will also accrue interest at
the rate of 7.92% per annum of the principal amount thereof from April 1, 1997
through and including the Series D Expiration Date, payable on August 1, 1997 to
holders of the Series D Junior Subordinated Debentures on the record date for
such distribution. No deferral of interest will be permitted with respect to
interest accruing from April 1, 1997 through the Series D Expiration Date.
The Series G Junior Subordinated Debentures will be issued pursuant to a
supplement (the "Series G Supplement") to the Indenture. See "Description of the
Junior Subordinated Debentures." The Series G Junior Subordinated Debentures
will bear interest at an annual rate of 9.87%. Interest will be payable
quarterly on February 1, May 1, August 1 and November 1 of each year, commencing
on August 1, 1997; provided that, as described above, so long as General Motors
shall not be in default in the payment of interest on the Series G Junior
Subordinated Debentures, General Motors shall have the right to extend the
interest payment period from time to time for a period not exceeding 20
consecutive quarterly interest periods, provided that an Extension Period may
not extend beyond the Stated Maturity of the Series G Junior
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<PAGE> 24
Subordinated Debentures. General Motors has no current intention of exercising
its right to extend an interest payment period. However, should General Motors
determine to exercise such right in the future, the market price of the Series G
Preferred Securities is likely to be affected. Moreover, since the Series D
Junior Subordinated Debentures and the Series G Junior Subordinated Debentures
rank pari passu with each other, if General Motors elects to extend the interest
payment period on one series of Junior Subordinated Debentures it will not be
permitted to make payments on the other series. Accordingly, the market price of
the Series D Preferred Securities is also likely to be affected in the event
that General Motors determines to exercise such right in the future. See "Risk
Factors and Special Considerations Relating to the Offers" and "Description of
the Junior Subordinated Debentures--Option to Extend Interest Payment Period."
The Series G Junior Subordinated Debentures will also accrue interest at
the rate of 9.12% per annum of the principal amount thereof from April 1, 1997
through and including the Series G Expiration Date, payable on August 1, 1997 to
holders of the Series G Junior Subordinated Debentures on the record date for
such distribution. No deferral of interest will be permitted with respect to
interest accruing from April 1, 1997 through the Series G Expiration Date.
The obligations of General Motors under the Junior Subordinated Debentures
are subordinate and junior in right of payment to all present and future Senior
Indebtedness and Other Financial Obligations of General Motors (which aggregated
approximately $92.5 billion at March 31, 1997) and rank pari passu with
obligations to or rights of General Motors' other general unsecured creditors.
No payment may be made of the principal of, premium, if any, or interest on the
Junior Subordinated Debentures of either series, or in respect of any
redemption, retirement, purchase or other acquisition of such of the Junior
Subordinated Debentures, at any time when (i) there is a default in the payment
of the principal of, premium, if any, interest on or otherwise in respect of any
Senior Indebtedness, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, or (ii) any event of default with respect to any
Senior Indebtedness has occurred and is continuing, pursuant to which the
holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) have accelerated the maturity thereof. There are no terms in the
Preferred Securities, the Junior Subordinated Debentures or the Preferred
Securities Guarantees that limit General Motors' ability to incur additional
indebtedness, including indebtedness which ranks senior to the Junior
Subordinated Debentures and the Preferred Securities Guarantees. See
"Description of the Preferred Securities Guarantees--Status of the Preferred
Securities Guarantees" and "Description of the Junior Subordinated
Debentures--Subordination."
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Depositary Shares for Preferred Securities pursuant to an
Offer will be a taxable event. Gain or loss generally will be recognized in an
amount equal to the difference between the fair market value of the Preferred
Securities received, measured on the date on which the Depositary Shares are
exchanged for such Preferred Securities pursuant to an Offer (the "Exchange
Date"), and the exchanging holder's tax basis in the Depositary Shares
surrendered in such Offer. See "United States Federal Income Taxation--Exchange
of Depositary Shares for Preferred Securities."
Unlike dividends paid on Depositary Shares, distributions made on the
Preferred Securities are not eligible for the dividends received deduction for
corporate holders.
The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Junior Subordinated Debentures. A holder who uses the accrual method of
accounting for tax purposes (and a cash method holder, if the Junior
Subordinated Debentures are deemed to have been issued with OID) and who
disposes of his Preferred Securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest on
the Junior Subordinated Debentures through the date of disposition in income as
ordinary income (i.e., interest or, possibly, OID), and to add such amount to
his adjusted tax basis in his pro rata share of the underlying Junior
Subordinated Debentures deemed disposed of. To the extent the selling price is
less than the holder's adjusted tax basis (which will include all accrued but
unpaid interest), a holder will recognize a capital loss. Subject to
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<PAGE> 25
certain limited exceptions, capital losses cannot be applied to offset ordinary
income for United States federal income tax purposes.
If the issue price of Preferred Securities received by a holder exceeds the
liquidation amount of such Preferred Securities, such excess will be treated as
"amortizable bond premium." A holder which receives Preferred Securities with
amortizable bond premium may elect to deduct such amortizable bond premium and
such deduction shall be applied against (and operate to reduce) the amount of
interest (or OID) taxable as ordinary income on such Preferred Securities. A
holder receiving Preferred Securities with amortizable bond premium should
consult its tax advisor with respect to the manner of making such election.
ACCOUNTING FOR EXCHANGES
The refinancings of the Preference Stocks with the Preferred Securities
will decrease General Motors' stockholders' equity and may increase or decrease
earnings applicable to common stockholders depending upon the difference between
the carrying value of the Preference Stocks represented by the Depositary Shares
accepted in the exchange and the fair market value of the Preferred Securities
at the time of the exchange. Each Subsidiary Trust will be included in General
Motors' consolidated financial statements as currently shown in the
"Capitalization" table on page 37. The notes to General Motors' consolidated
financial statements will also reflect that the sole assets of each Subsidiary
Trust will be the Junior Subordinated Debentures purchased by such Subsidiary
Trust. See "Capitalization" and "Accounting Treatment." Holders of Depositary
Shares who do not tender their Depositary Shares in the Offers or whose
Depositary Shares are not accepted for exchange will continue to hold such
Depositary Shares and will be entitled to all the rights and preferences, and
will be subject to all of the limitations, applicable thereto.
To the extent that Depositary Shares are tendered and accepted in the
Offers, the terms on which untendered Depositary Shares could subsequently be
sold could be adversely affected. See "Risk Factors and Special Considerations
Relating to the Offers--Potential Risks to Non-Exchanging Holders--Reduced
Trading Market for Depositary Shares."
EXCHANGE AGENT AND INFORMATION AGENT
The First National Bank of Boston has been appointed as Exchange Agent in
connection with the Offers.
Questions and requests for assistance, requests for additional copies of
this Prospectus or a Letter of Transmittal relating to the series of Depositary
Shares to be tendered in either Offer and requests for Notices of Guaranteed
Delivery relating to either Offer should be directed to Georgeson & Company Inc.
which has been retained by General Motors and the Trusts to act as Information
Agent for the Offers. The addresses and telephone numbers of the Exchange Agent
and the Information Agent are set forth in "--Exchange Agent and Information
Agent" and on the outside back cover of this Prospectus.
DEALER MANAGERS
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Smith Barney Inc.,
Morgan Stanley & Co. Incorporated, PaineWebber Incorporated and Prudential
Securities Incorporated have been retained as Dealer Managers in connection with
the Offers. For information regarding fees payable to the Dealer Managers and
Soliciting Dealers, see "The Offers--Dealer Managers Soliciting Dealers."
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<PAGE> 26
RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFERS
Prospective exchanging holders of Depositary Shares who plan to participate
in either or both of the Offers should carefully consider, in addition to the
other information set forth elsewhere in this Prospectus, the following:
POTENTIAL RISKS TO EXCHANGING HOLDERS
Exchange of Depositary Shares for Preferred Securities is a Taxable Event.
The exchange of Depositary Shares for Preferred Securities pursuant to an Offer
will be a taxable event for the holder of such Depositary Shares. Generally,
gain or loss will be recognized in an amount equal to the difference between the
fair market value on the applicable Exchange Date of the holder's pro rata share
of the underlying Junior Subordinated Debentures represented by the Preferred
Securities received in such exchange and the exchanging holder's tax basis in
the Depositary Shares exchanged therefor. See "United States Federal Income
Taxation--Exchange of Depositary Shares for Preferred Securities." All holders
of Depositary Shares are advised to consult their tax advisors regarding the
United States federal, state, local and foreign tax consequences of the exchange
of Depositary Shares and the issuance of Preferred Securities.
See "Price Ranges of Depositary Shares."
Corporate Holders of Preferred Securities Not Entitled to Dividends
Received Deduction. Unlike dividends paid on Depositary Shares, distributions on
the Preferred Securities are not eligible for the dividends received deduction
for corporate holders.
Ranking of Subordinated Obligations Under the Preferred Securities
Guarantees and Junior Subordinated Debentures. General Motors' obligations under
the Preferred Securities Guarantees are subordinate and junior in right of
payment to all liabilities of General Motors and rank pari passu with the most
senior preferred stock issued, if any, from time to time by General Motors. The
obligations of General Motors under the Junior Subordinated Debentures are
subordinate and junior in right of payment to all present and future Senior
Indebtedness and Other Financial Obligations of General Motors (which aggregated
approximately $92.5 billion at March 31, 1997) and rank pari passu with
obligations to or rights of General Motors' other general unsecured creditors.
No payment may be made of the principal of, premium, if any, or interest on the
Junior Subordinated Debentures, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Junior Subordinated Debentures, at
any time when (i) there is a default in the payment of the principal of,
premium, if any, interest on or otherwise in respect of any Senior Indebtedness,
whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, or (ii) any event of default with respect to any Senior Indebtedness
has occurred and is continuing, pursuant to which the holders of such Senior
Indebtedness (or a trustee on behalf of the holders thereof) have accelerated
the maturity thereof. There are no terms in the Preferred Securities, the Junior
Subordinated Debentures or the Preferred Securities Guarantee that limit General
Motors' ability to incur additional indebtedness, including indebtedness which
ranks senior to the Junior Subordinated Debentures and the Preferred Securities
Guarantees. See "Description of the Preferred Securities Guarantees--Status of
the Preferred Securities Guarantees" and "Description of the Junior Subordinated
Debentures--Subordination."
Rights Under the Preferred Securities Guarantees. Each of the Preferred
Securities Guarantees will be qualified as an indenture under the Trust
Indenture Act. Wilmington Trust Company will act as Guarantee Trustee for each
Preferred Securities Guarantee for the purposes of compliance with the
provisions of the Trust Indenture Act. The Guarantee Trustee will hold each
Preferred Securities Guarantee for the benefit of the holders of the Preferred
Securities to which such Preferred Securities Guarantee relates.
Each Preferred Securities Guarantee guarantees to the holders of the
Preferred Securities to which such Preferred Securities Guarantee relates the
payment of (i) any accrued and unpaid distributions that are required to be paid
on such Preferred Securities, to the extent the applicable Trust has funds
available therefor, (ii) the applicable Redemption Price, including all accrued
and unpaid distributions with respect to Preferred Securities called for
redemption by such Trust, to the extent such Trust has funds available therefor,
and (iii) upon a voluntary or involuntary dissolution, winding-up or termination
of such Trust (other than in
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<PAGE> 27
connection with the distribution of the related Junior Subordinated Debentures
to the holders of such Preferred Securities or a redemption of all the Preferred
Securities of such Trust), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid distributions on such Preferred Securities to
the date of the payment to the extent the applicable Trust has funds available
therefor or (b) the amount of assets of such Trust remaining available for
distribution to holders of such Preferred Securities in liquidation of such
Trust. The holders of a majority in liquidation amount of a series of the
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the applicable Guarantee
Trustee or to direct the exercise of any trust or power conferred upon such
Guarantee Trustee under the applicable Preferred Securities Guarantee.
Notwithstanding the foregoing, any holder of Preferred Securities may institute
a legal proceeding directly against General Motors to enforce such holder's
rights under the applicable Preferred Securities Guarantee without first
instituting a legal proceeding against the applicable Trust, the applicable
Guarantee Trustee or any other person or entity. If General Motors were to
default on its obligation to pay amounts payable on a series of the Junior
Subordinated Debentures held by any Trust or otherwise, the applicable Trust
would lack available funds for the payment of distributions or amounts payable
on redemption of its Preferred Securities or otherwise, and, in such event,
holders of the Preferred Securities of such Trust would not be able to rely upon
the Preferred Securities Guarantee relating to such Preferred Securities for
payment of such amounts. Instead, holders of such Preferred Securities would
rely on the enforcement (i) by the applicable Institutional Trustee of its
rights as registered holder of the Junior Subordinated Debentures purchased by
such Trust against General Motors pursuant to the terms of such Junior
Subordinated Debentures or (ii) by such holder of its right against General
Motors to enforce payments on such Junior Subordinated Debentures. See
"Description of the Preferred Securities Guarantees" and "Description of the
Junior Subordinated Debentures." Each Declaration provides that each holder of
Preferred Securities, by acceptance thereof, agrees to the provisions of the
applicable Preferred Securities Guarantee, including the subordination
provisions thereof, and the Indenture.
Enforcement of Certain Rights by Holders of Preferred Securities. If a
Declaration Event of Default with respect to a series of Junior Subordinated
Debentures occurs and is continuing, then the holders of the related series of
Preferred Securities would rely on the enforcement by the applicable
Institutional Trustee of its rights as a holder of such Junior Subordinated
Debentures against General Motors. In addition, the holders of a majority in
liquidation amount of the Preferred Securities of a Trust will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the applicable Institutional Trustee or (subject to the receipt of
a tax opinion as described in "Description of the Preferred Securities--Voting
Rights") to direct the exercise of any trust or power conferred upon such
Institutional Trustee under the applicable Declaration, including the right to
direct such Institutional Trustee to exercise the remedies available to it as a
holder of such Junior Subordinated Debentures. If such Institutional Trustee
fails to enforce its rights under such Junior Subordinated Debentures, a holder
of the related Preferred Securities may institute a legal proceeding directly
against General Motors to enforce such Institutional Trustee's rights under such
Junior Subordinated Debentures without first instituting any legal proceeding
against such Institutional Trustee or any other person or entity.
Notwithstanding the foregoing, if a Declaration Event of Default with respect to
a series of Junior Subordinated Debentures has occurred and is continuing, and
such event is attributable to the failure of General Motors to pay interest or
principal on such Junior Subordinated Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a holder of the related series of Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on such Junior Subordinated Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder (each, a "Direct Action") on or after the respective
due date specified in the applicable series of Junior Subordinated Debentures.
In connection with any such Direct Action, the right of General Motors, as
holder of the related Common Securities, will be subrogated to the rights of
such holder of Preferred Securities under the applicable Declaration to the
extent of any payment made by General Motors to such holder of Preferred
Securities in such Direct Action. The holders of Preferred Securities will not
be able to exercise directly any other remedy available to the holders of the
Junior Subordinated Debentures. See "Description of the Preferred
Securities--Declaration Events of Default."
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Options to Extend Interest Payment Periods. General Motors has the right
under the Indenture to defer payments of interest on either or both series of
Junior Subordinated Debentures by extending the interest payment period at any
time, and from time to time, on such Junior Subordinated Debentures. As a
consequence of such an extension, quarterly distributions on the related
Preferred Securities would be deferred (but would continue to accrue, despite
such deferral, with interest thereon compounded quarterly) by the applicable
Trust during such Extension Period. Such right to extend the interest payment
period for such Junior Subordinated Debentures is limited to a period not
exceeding 20 consecutive quarters, but no such Extension Period may extend
beyond the Stated Maturity of such Junior Subordinated Debentures. During any
Extension Period, General Motors shall not (i) declare or pay any dividend on,
or make a distribution with respect to, or redeem, purchase or acquire, or make
a liquidation payment with respect to, any of its capital stock (other than (a)
purchases or acquisitions of shares of General Motors Common Stock in connection
with the satisfaction by General Motors of its obligations under any employee
benefit plans or any other contractual obligation of General Motors (other than
a contractual obligation ranking pari passu with or junior to the Junior
Subordinated Debentures), (b) the issuance of capital stock in connection with a
recapitalization or reclassification of General Motors' capital stock or the
exchange or conversion of one class or series of General Motors' capital stock
for another class or series of General Motors capital stock, in each case by
merger or otherwise, or (c) the purchase of fractional interests in shares of
General Motors' capital stock pursuant to the conversion or exchange provisions
of such General Motors capital stock or the security being converted or
exchanged), (ii) make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities issued by General Motors that
rank pari passu with or junior to such Junior Subordinated Debentures (including
the other series of Junior Subordinated Debentures) and (iii) make any guarantee
payments with respect to the foregoing (other than pursuant to the applicable
Preferred Securities Guarantee). Since the Series D Junior Subordinated
Debentures and the Series G Junior Subordinated Debentures rank pari passu with
each other, if General Motors elects to extend the interest payment period on
one series of Junior Subordinated Debentures it will not be permitted to make
payments on the other series. Prior to the termination of any such Extension
Period, General Motors may further extend the interest payment period; provided,
that such Extension Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarters or extend beyond the
Stated Maturity of such Junior Subordinated Debentures. Upon the termination of
an Extension Period and the payment of all amounts then due, General Motors may
commence a new Extension Period with respect to such Junior Subordinated
Debentures, subject to the above requirements. See "Description of the Preferred
Securities--Distributions" and "Description of the Junior Subordinated
Debentures--Options to Extend Interest Payment Periods."
Should General Motors exercise its right to defer payments of interest by
extending the interest payment period relating to a series of Preferred
Securities, each holder of such Preferred Securities will be required to accrue
income (as OID) in respect of the deferred stated interest allocable to its
Preferred Securities for United States federal income tax purposes, which will
be allocated but not distributed to holders of record of Preferred Securities.
As a result, each such holder of Preferred Securities will recognize income
relating to such deferred interest for United States federal income tax purposes
in advance of the receipt of cash and will not receive from the applicable Trust
the cash related to such income if such holder disposes of its Preferred
Securities prior to the record date for the date on which distributions of such
amounts are made. General Motors has no current intention of exercising its
right to defer payments of interest by extending the interest payment period on
either series of the Junior Subordinated Debentures. However, should General
Motors determine to exercise such right in the future, the market price of the
applicable Preferred Securities is likely to be affected. Moreover, since both
series of the Junior Subordinated Debentures rank pari passu with each other, if
General Motors elects to extend the interest payment period on one series of
Junior Subordinated Debentures it will not be permitted to make payments on the
other series. Accordingly, the market price of the other series of the Preferred
Securities is also likely to be affected in the event that General Motors
determines to exercise such right in the future. A holder that disposes of its
Preferred Securities during an Extension Period, therefore, might not receive
the same return on its investment as a holder that continues to hold its
Preferred Securities. In addition, as a result of the existence of General
Motors' right to defer interest payments, the market price of the Preferred
Securities (which represent an undivided beneficial interest in the
21
<PAGE> 29
underlying Junior Subordinated Debentures) may be more volatile than other
securities on which OID accrues that do not have such rights. See "United States
Federal Income Taxation--Sales of Preferred Securities."
Proposed Tax Legislation. On February 6, 1997, as part of President
Clinton's Fiscal 1998 Budget Proposal, the United States Treasury Department
proposed legislation that would, among other things, deny an issuer a deduction
for United States federal income tax purposes for the payment of interest on
instruments with characteristics similar to the Junior Subordinated Debentures.
If the proposed legislation were enacted in its current form, it is not expected
to apply to the Junior Subordinated Debentures because of the terms of the
Junior Subordinated Debentures. There can be no assurances, however, that the
proposed legislation, if enacted, or similar legislation enacted after the date
hereof would not adversely affect the tax treatment of the Junior Subordinated
Debentures, resulting in a Tax Event in respect of either or both Trusts, which
would permit General Motors to cause a redemption of the Preferred Securities at
the applicable Tax Event Redemption Price by electing to prepay the Junior
Subordinated Debentures at the applicable Tax Event Prepayment Price. See
"Description of the Preferred Securities--Tax Event Redemptions" and "United
States Federal Income Taxation."
Distribution of the Junior Subordinated Debentures. General Motors will
have the right at any time to terminate each Trust and, after satisfaction of
claims of creditors as provided by applicable law, to cause the Junior
Subordinated Debentures held by such Trust to be distributed to the holders of
the Trust Securities of such Trust. General Motors has no present intention to
take such action with respect to either Trust. Under current United States
federal income tax law, a distribution of a series of Junior Subordinated
Debentures upon the dissolution of the Trust holding such Junior Subordinated
Debentures would not be a taxable event to holders of the related Preferred
Securities.
There can be no assurance as to the market prices for the Preferred
Securities of either Trust or the related Junior Subordinated Debentures that
may be distributed in exchange for such Preferred Securities if a dissolution or
liquidation of such Trust were to occur. Accordingly, the Preferred Securities
or the Junior Subordinated Debentures may trade at a discount to the price that
the investor paid to purchase the Preferred Securities offered hereby pursuant
to the Offers. Because holders of Preferred Securities may receive the
underlying Junior Subordinated Debentures, prospective exchanging holders are
also making an investment decision with regard to such Junior Subordinated
Debentures and should carefully review all the information regarding such
Subordinated Debentures contained herein. See "Description of the Preferred
Securities--Tax Event Redemptions" and "Description of the Junior Subordinated
Debentures--General."
Early Payment on the Junior Subordinated Debentures and the Trust
Securities. The Series D 7.92% Depositary Shares and the underlying Series D
7.92% Preference Stock are redeemable at the option of General Motors on or
after August 1, 1999, in whole or in part. The Series D Junior Subordinated
Debentures are redeemable, in whole or in part, from time to time, on or after
August 1, 1999, or, in whole but not in part, prior to August 1, 1999, upon the
occurrence of a Tax Event in respect of the Series D Trust. General Motors also
has the right at any time to shorten the Series D Stated Maturity to a date not
earlier than August 1, 1999. Upon any repayment of the Series D Junior
Subordinated Debentures prior to the Series D Stated Maturity, whether upon
redemption or payment upon maturity, the Series D Trust will apply the proceeds
thereof to redeem its Trust Securities in an aggregate liquidation amount equal
to the aggregate principal amount so redeemed or paid. Accordingly, it is
possible that the Series D Preferred Securities may be redeemed prior to the
Series D Stated Maturity and, upon the occurrence of a Tax Event in respect of
the Series D Trust, prior to the date on which the Series D 7.92% Depositary
Shares and the underlying Series D 7.92% Preference Stock are first redeemable.
Moreover, upon the occurrence of a Tax Event in respect of the Series D Trust, a
dissolution of the Series D Trust in which holders of the Series D Preferred
Securities received cash would be a taxable event to such holders. See "United
States Federal Income Taxation--Receipt of Junior Subordinated Debentures or
Cash Upon Liquidation of the Trusts."
The Series G 9.12% Depositary Shares and the underlying Series G 9.12%
Preference Stock are redeemable at the option of General Motors on or after
January 1, 2001. The Series G Junior Subordinated Debentures are redeemable, in
whole or in part, from time to time, on or after January 1, 2001, or, in whole
22
<PAGE> 30
but not in part, prior to January 1, 2001, upon the occurrence of a Tax Event in
respect of the Series G Trust. General Motors also has the right at any time to
shorten the Series G Stated Maturity to a date not earlier than January 1, 2001.
Upon any repayment of the Series G Junior Subordinated Debentures prior to the
Series G Stated Maturity, whether upon redemption or payment upon maturity, the
Series G Trust will apply the proceeds thereof to redeem its Trust Securities in
an aggregate liquidation amount equal to the aggregate principal amount so
redeemed or paid. Accordingly, it is possible that the Series G Preferred
Securities may be redeemed prior to the Series G Stated Maturity and, upon the
occurrence of a Tax Event in respect of the Series G Trust, prior to the date on
which the Series G 9.12% Depositary Shares and the underlying Series G 9.12%
Preference Stock are first redeemable. Moreover, upon the occurrence of a Tax
Event in respect of the Series G Trust, a dissolution of the Series G Trust in
which holders of the Series G Preferred Securities received cash would be a
taxable event to such holders. See "United States Federal Income
Taxation--Receipt of Junior Subordinated Debentures or Cash Upon Liquidation of
the Trusts."
Limited Voting Rights. Holders of Preferred Securities of a Trust have no
voting rights other than as provided under the Business Trust Act or the Trust
Indenture Act, except for certain enforcement rights against the Institutional
Trustee and, in certain circumstances, against General Motors. Holders of
Preferred Securities of a Trust will not be entitled to vote to appoint, remove
or replace, or to increase or decrease the number of, Trustees for such Trust,
which voting rights are vested exclusively in the holder of the Common
Securities of such Trust. See "Description of the Preferred Securities--Voting
Rights." General Motors will be the holder of the Common Securities of each
Trust.
Trading Prices. The Preferred Securities may trade at a price that does not
fully reflect the value of accrued but unpaid interest with respect to the
underlying Junior Subordinated Debentures. A holder who uses the accrual method
of accounting for tax purposes (and a cash method holder, if such Junior
Subordinated Debentures are deemed to have been issued with OID) and who
disposes of his Preferred Securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest on
such Junior Subordinated Debentures through the date of disposition in income as
ordinary income (i.e., interest or, possibly, OID), and to add such amount to
his adjusted tax basis in his pro rata share of the underlying Junior
Subordinated Debentures deemed disposed of. To the extent the selling price is
less than the holder's adjusted tax basis (which will include all accrued but
unpaid interest), a holder will recognize a capital loss. Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes. See "United States Federal Income
Taxation--Interest Income and Original Issue Discount" and "--Sales of Preferred
Securities."
Consequences of Highly Leveraged Transaction. The Indenture as it relates
to a Trust does not contain provisions that afford holders of the Junior
Subordinated Debentures purchased by such Trust protection in the event of a
highly leveraged transaction, including a change of control, or other similar
transactions involving General Motors that may adversely affect such holders.
See "Description of the Junior Subordinated Debentures--General."
Lack of Established Trading Market for Preferred Securities. Each of the
Series D Preferred Securities and the Series G Preferred Securities constitutes
a new issue of securities of the applicable Trust with no established trading
market. While application will be made to list each series of the Preferred
Securities on the NYSE, there can be no assurance that an active market for
either series of the Preferred Securities will develop or be sustained in the
future on such exchange. Although the Dealer Managers have indicated to General
Motors and each Trust that they intend to make a market in the applicable series
of the Preferred Securities following the applicable Expiration Date, as
permitted by applicable laws and regulations prior to the commencement of
trading on the NYSE, they are not obligated to do so and may discontinue any
such market-making at any time without notice. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, either series of the
Preferred Securities. In order to satisfy the NYSE listing requirements with
respect to each series of the Preferred Securities, acceptance of Depositary
Shares validly tendered in each Offer is subject to the Minimum Distribution
Condition, which condition may not be waived by General Motors or the offering
Trust. See "Listing and Trading of Preferred Securities and Depositary Shares."
23
<PAGE> 31
POTENTIAL RISKS TO NON-EXCHANGING HOLDERS
Reduced Trading Market for Depositary Shares. To the extent Depositary
Shares are tendered and accepted in an Offer, the liquidity and trading market
for the Depositary Shares of the series tendered in such Offer to be outstanding
following such Offer, and the terms upon which such Depositary Shares could be
sold, could be adversely affected. In addition, if any Offer is substantially
subscribed, there would be a significant risk that round lot holdings of the
Depositary Shares outstanding following such Offer would be limited.
Future Acquisitions of Depositary Shares. Following the applicable
Expiration Date, and in accordance with and subject to applicable law, General
Motors may from time to time acquire Depositary Shares of either or both series
in the open market, by tender offer, subsequent exchange offer, redemption of
the underlying Preference Stock or otherwise. To the extent that any such
acquisition of Depositary Shares causes the number of outstanding Depositary
Shares of a series to be less than 100,000, the NYSE may delist such Depositary
Shares from the NYSE and the trading market for such outstanding Depositary
Shares of such series could be adversely affected. General Motors does not
believe that there is a reasonable likelihood that the Offers will cause any
such delisting of either series of Depositary Shares. Furthermore, the
consummation of each of the Offers is subject to the Minimum Holders Condition.
General Motors' decision to make any acquisitions of Depositary Shares of either
series or both series in the future is dependent on many factors, including
market conditions in effect at the time of any contemplated acquisition.
Accordingly, General Motors cannot predict whether and to what extent it will
acquire any additional Depositary Shares and the consideration to be paid
therefor (which consideration may be less than or greater than the value of the
Preferred Securities offered in exchange for the Depositary Shares pursuant to
the Offers). General Motors has no present intention to make any such additional
acquisition of Depositary Shares. See "Listing and Trading of Preferred
Securities and Depositary Shares."
Subordination. The Junior Subordinated Debentures held by each Trust and
the Preferred Securities Guarantee relating thereto will rank senior in right of
payment to the Depositary Shares remaining outstanding after consummation of the
Offers. See "Risk Factors and Special Considerations Relating to the Offers--
Potential Risks to Exchanging Holders--Ranking of Subordinated Obligations Under
the Preferred Securities Guarantees and Junior Subordinated Debentures."
24
<PAGE> 32
COMPARISON OF PREFERRED SECURITIES AND DEPOSITARY SHARES
The following is a brief summary of the material terms of each series of
the Preferred Securities and the related Depositary Shares (and the underlying
Preference Stocks). For a description of the Preferred Securities, see
"Description of the Preferred Securities." For a description of the Junior
Subordinated Debentures which will be deposited in each Trust as trust assets
and will represent the sole source for the payment of distributions and other
payments on the related Preferred Securities of such Trust, see "Description of
the Junior Subordinated Debentures." For a description of the Depositary Shares
(and the underlying Preference Stocks), see "Description of the Preference
Stocks and Depositary Shares."
SERIES D PREFERRED SECURITIES AND SERIES D 7.92% DEPOSITARY SHARES
(REPRESENTING INTERESTS IN SERIES D 7.92% PREFERENCE STOCK)
<TABLE>
<CAPTION>
SERIES D 7.92% DEPOSITARY SHARES
SERIES D PREFERRED SECURITIES AND SERIES D 7.92% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
ISSUER................ The Series D Trust. Payment of distributions General Motors (as issuer of the
and on liquidation or redemption is guaranteed Series D 7.92% Preference Stock
on a subordinated basis, as and to the extent underlying the Series D 7.92%
that the Series D Trust has funds and Depositary Shares).
otherwise as and to the extent described
herein, by General Motors.
DISTRIBUTION/DIVIDEND
RATE.................. 8.67% per annum distribution, payable 7.92% per annum dividend, payable
quarterly on February 1, May 1, August 1 and quarterly for each of the quarters
November 1 of each year, commencing August 1, ending March, June, September and
1997 from and including the Series D Accrual December of each year, payable in
Date, but only if and to the extent that arrears on the first day that is not
interest payments are made in respect of the a legal holiday of each succeeding
Series D Junior Subordinated Debentures held May, August, November and February,
by the Series D Trust. respectively, in each case out of
funds legally available therefore,
when, as and if declared by the
General Motors Board. Dividends are
cumulative. Preferential dividends
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.
INTEREST ACCRUAL...... During any Extension Period applicable to the Accrued but unpaid dividends do not
Series D Junior Subordinated Debentures, bear interest.
distribution payments on the Series D
Preferred Securities will not be made but
would continue to accrue, and, in the case of
distributions in arrears, would bear interest
at the rate of 8.67% per annum, compounded
quarterly to the extent permitted by
applicable law.
</TABLE>
25
<PAGE> 33
<TABLE>
<CAPTION>
SERIES D 7.92% DEPOSITARY SHARES
SERIES D PREFERRED SECURITIES AND SERIES D 7.92% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
MATURITY/MANDATORY AND
OPTIONAL REDEMPTION... The Series D Preferred Securities will be No maturity or mandatory redemption.
redeemed upon the maturity or earlier On or after August 1, 1999, General
redemption of the Series D Junior Subordinated Motors may, at its option, on not
Debentures, at a redemption price equal to $25 less than 35 nor more than 60 days
per Series D Preferred Security to be notice, redeem any then outstanding
redeemed, plus any accrued and unpaid shares of Series D 7.92% Preference
distributions to the redemption date, Stock (and the applicable Depositary
including distributions accrued as a result of will redeem the number of Series D
General Motors' election to defer payments of 7.92% Depositary Shares representing
interest on the Series D Junior Subordinated the shares of Series D 7.92%
Debentures. The Series D Junior Subordinated Preference Stock so redeemed upon not
Debentures are redeemable by General Motors, less than 30 days notice to the
(i) in whole or in part, from time to time, on holders thereof), as a whole or in
or after August 1, 1999, at a prepayment price part, at any time or from time to
(the "Series D Optional Prepayment Price") time, for cash in an amount equal to
equal to 100% of the principal amount thereof $100 per share of Series D 7.92%
plus accrued and unpaid interest thereon to Preference Stock (equivalent to $25
the date of prepayment or (ii) in whole but per Series D 7.92% Depositary Share),
not in part, prior to August 1, 1999, upon the plus an amount equal to all dividends
occurrence of a Tax Event, at a prepayment accrued and unpaid thereon to the
price (the "Series D Tax Event Prepayment date fixed for redemption. Holders of
Price" and, together with the Series D Series D 7.92% Depositary Shares have
Optional Prepayment Price, the "Series D no right to require General Motors to
Prepayment Price") equal to 105% of the redeem the Series D 7.92% Depositary
principal amount thereof from the Series D Shares.
Expiration Date through July 31, 1998,
declining ratably on each August 1 thereafter
to 100% on August 1, 1999, plus accrued and
unpaid interest thereon to the date of
prepayment. In the event that the Series D
Junior Subordinated Debentures are redeemed or
upon the repayment of the Series D Junior
Subordinated Debentures, upon maturity, upon
redemption or otherwise, the proceeds thereof
will be promptly applied to redeem the Series
D Preferred Securities and the Series D Common
Securities. The Series D Junior Subordinated
Debentures mature on July 1, 2012, which date
may be shortened as provided herein, subject
to certain conditions. See "Description of the
Preferred Securities--Mandatory Redemptions"
and "--Tax Event Redemptions." Holders of
Series D Preferred Securities have no right to
require General Motors to redeem the Series D
Preferred Securities.
</TABLE>
26
<PAGE> 34
<TABLE>
<CAPTION>
SERIES D 7.92% DEPOSITARY SHARES
SERIES D PREFERRED SECURITIES AND SERIES D 7.92% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
RANKING;
SUBORDINATION......... Junior to claims of creditors of the Series D Subordinated to claims of creditors
Trust, if any, upon liquidation of the Series of General Motors including the
D Trust. The Series D Preferred Securities and Junior Subordinated Debentures. The
the Series D Common Securities will have Series D 7.92% Preference Stock would
equivalent terms; provided that if a Series D rank junior to preferred stock of
Declaration Event of Default occurs and is General Motors, if any were
continuing, the holders of the Series D outstanding, ranks pari passu with
Preferred Securities will have a priority over other General Motors Preference Stock
holders of the Series D Common Securities with and ranks senior to General Motors
respect to payments in respect of Common Stock with respect to payment
distributions and payments upon liquidation, of dividends and distributions in
redemption or otherwise. The Series D Trust is liquidation.
not permitted to issue any securities other
than the Series D Trust Securities or to incur
any indebtedness. General Motors will pay all
fees and expenses related to the Series D
Trust and the offering of the Series D Trust
Securities. The Series D Junior Subordinated
Debentures will rank subordinate and junior to
all present and future Senior Indebtedness and
Other Financial Obligations of General Motors,
pari passu with General Motors' other general
unsecured creditors and senior to all capital
stock now or hereafter issued by General
Motors and to any guarantee now or hereafter
entered into by General Motors in respect of
any of its capital stock. The obligations of
General Motors under the Preferred Securities
Guarantee relating to the Series D Preferred
Securities are subordinate and junior in right
of payment to all liabilities of General
Motors and rank pari passu with the most
senior preferred stock issued, if any, from
time to time by General Motors. Such preferred
stock, if any, would rank senior to the
Preference Stocks with respect to the payment
of dividends and distributions on liquidation.
LISTING............... Application will be made to list the Series D The Series D 7.92% Depositary Shares
Preferred Securities on the NYSE under the are listed on the NYSE under the
symbol "GM Pr X." In order to satisfy the NYSE symbol "GM Pr D." Acceptance of
listing requirements, acceptance of Series D Series D 7.92% Depositary Shares
7.92% Depositary Shares validly tendered in validly tendered in the Series D
the Series D Offer is subject to the Minimum Offer is subject to the Minimum
Distribution Condition, which condition may Holders Condition, which condition
not be waived. may not be waived.
DIVIDENDS RECEIVED
DEDUCTION............. Distributions on the Series D Preferred Dividends are eligible for the
Securities are not eligible for the dividends dividends received deduction for
received deduction for corporate holders. corporate holders.
</TABLE>
27
<PAGE> 35
<TABLE>
<CAPTION>
SERIES D 7.92% DEPOSITARY SHARES
SERIES D PREFERRED SECURITIES AND SERIES D 7.92% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
VOTING RIGHTS/
ENFORCEMENT........... Holders of Series D Preferred Securities have Under the General Motors Certificate
no voting rights other than as provided under of Incorporation and the Series D
the Business Trust Act or the Trust Indenture Deposit Agreement (as defined
Act, except in the limited circumstances herein), the Series D 7.92%
discussed below. The Institutional Trustee for Depositary Shares (and the underlying
the Series D Trust has the power to exercise shares of Series D 7.92% Preference
all rights under the Indenture with respect to Stock) do not entitle holders thereof
the Series D Junior Subordinated Debentures to voting rights, except (i) with
and is also authorized to enforce the Series D respect to any amendment or
Preferred Securities Guarantee on behalf of alteration of any provision of the
holders of the Series D Preferred Securities. General Motors Certificate of
If the Series D Trust's failure to make Incorporation which would adversely
distributions is a consequence of General affect the powers, preferences or
Motors' exercise of its right to extend the special rights of the Series D 7.92%
interest payment period for the Series D Depositary Shares (and the underlying
Junior Subordinated Debentures as described shares of Series D 7.92% Preference
under "Description of the Preferred Stock), which requires the prior
Securities--Distributions," the Institutional approval of the holders of at least
Trustee of the Series D Trust will have no two-thirds of the outstanding Series
right to enforce the payment of distributions D 7.92% Depositary Shares (and the
until a Series D Declaration Event of Default underlying shares of Series D 7.92%
shall have occurred. Until such Series D Preference Stock), and (ii) in the
Declaration Events of Default have been cured, event General Motors fails to pay
waived or otherwise eliminated, such accumulated preferential dividends on
Institutional Trustee will be deemed to be any series of General Motors
acting solely on behalf of the holders of the Preference Stock in full for any six
Series D Preferred Securities and only the quarterly dividend payment periods,
holders of the Series D Preferred Securities whether or not consecutive, and all
will have (subject to the receipt of a tax such dividends remain unpaid (as
opinion as described in "Description of the described below), or as required by
Preferred Securities--Voting Rights") the law. Subject to certain exceptions,
right to direct such Institutional Trustee in the event that General Motors
with respect to certain matters under the fails to pay full accumulated
Declaration relating to the Series D Trust, preferential dividends on the shares
and therefore the Indenture as it relates to of the Series D 7.92% Preference
the Series D Trust. If such Institutional Stock in full for any six quarterly
Trustee fails to enforce its rights under the dividend payment periods, whether or
Series D Junior Subordinated Debentures after not consecutive, and all such
a holder of Series D Preferred Securities has dividends remain unpaid, the number
made a written request, such holder of record of directors of General Motors would
of Series D Preferred Securities may institute be increased by two and the holders
a legal proceeding against General Motors to of Series D 7.92% Depositary Shares,
enforce such Institutional Trustee's rights together as a class with the holders
under the Series D Junior Subordinated of depositary shares representing all
Debentures without first instituting any legal other series of General Motors
proceeding against such Institutional Trustee Preference Stock ranking junior to or
or any other person or entity. Notwithstanding on a parity with such series of
the foregoing, if a Series D Declaration Event General Motors Preference Stock and
of Default has occurred and is continuing and then entitled to vote thereon, would
such event is attributable to the failure of be entitled to elect two directors of
General Motors to pay interest or principal on the expanded General Motors Board
the Series D Junior Subordinated Debentures on until the full dividends accumulated
the date such interest or principal is on all outstanding shares of the
otherwise payable (or in the case of Series D 7.92% Preference Stock have
redemption, the redemption date), then a been paid.
holder of Series D Preferred Securities may
institute a Direct Action for enforcement of
payment to such holder directly of the
principal of, or interest on, Series D Junior
Subordinated Debentures having a principal
amount equal to the aggregate liquidation
amount of the Series D Preferred Securities of
such holder on or after the respective due
date specified in the Series D Junior
Subordinated Debentures. See "Description of
the Preferred Securities," "Description of the
Junior Subordinated Debentures" and
"Description of the Preferred Securities
Guarantees."
</TABLE>
28
<PAGE> 36
SERIES G PREFERRED SECURITIES AND SERIES G 9.12% DEPOSITARY SHARES
(REPRESENTING INTERESTS IN SERIES G 9.12% PREFERENCE STOCK)
<TABLE>
<CAPTION>
SERIES G 9.12% DEPOSITARY SHARES
SERIES G PREFERRED SECURITIES AND SERIES G 9.12% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
ISSUER................ The Series G Trust. Payment of distributions General Motors (as issuer of the
and on liquidation or redemption is guaranteed Series G 9.12% Preference Stock
on a subordinated basis, as and to the extent underlying the Series G 9.12%
that the Series G Trust has funds and Depositary Shares).
otherwise as and to the extent described
herein, by General Motors.
DISTRIBUTION/DIVIDEND
RATE.................. 9.87% per annum distribution, payable 9.12% per annum dividend, payable
quarterly on February 1, May 1, August 1 and quarterly for each of the quarters
November 1 of each year, commencing August 1, ending March, June, September and
1997 from and including the Series G Accrual December of each year, payable in
Date, but only if and to the extent that arrears on the first day that is not
interest payments are made in respect of the a legal holiday of each succeeding
Series G Junior Subordinated Debentures held May, August, November and February,
by the Series G Trust. respectively, in each case out of
funds legally available therefore,
when, as and if declared by the
General Motors Board. Dividends are
cumulative. Preferential dividends
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.
INTEREST ACCRUAL...... During any Extension Period applicable to the Accrued but unpaid dividends do not
Series G Junior Subordinated Debentures, bear interest.
distribution payments on the Series G
Preferred Securities will not be made but
would continue to accrue, and, in the case of
distributions in arrears, would bear interest
at the rate of 9.87% per annum, compounded
quarterly to the extent permitted by
applicable law.
</TABLE>
29
<PAGE> 37
<TABLE>
<CAPTION>
SERIES G 9.12% DEPOSITARY SHARES
SERIES G PREFERRED SECURITIES AND SERIES G 9.12% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
MATURITY/MANDATORY AND
OPTIONAL REDEMPTION... The Series G Preferred Securities will be No maturity or mandatory redemption.
redeemed upon the maturity or earlier On or after January 1, 2001, General
redemption of the Series G Junior Subordinated Motors may, at its option, on not
Debentures, at a redemption price equal to $25 less than 35 nor more than 60 days
per Series G Preferred Security to be notice, redeem any then outstanding
redeemed, plus any accrued and unpaid shares of Series G 9.12% Preference
distributions to the redemption date, Stock (and the applicable Depositary
including distributions accrued as a result of will redeem the number of Series G
General Motors' election to defer payments of 9.12% Depositary Shares representing
interest on the Series G Junior Subordinated the shares of Series G 9.12%
Debentures. The Series G Junior Subordinated Preference Stock so redeemed upon not
Debentures are redeemable by General Motors, less than 30 days notice to the
(i) in whole or in part, from time to time, on holders thereof), as a whole or in
or after January 1, 2001, at a prepayment part, at any time or from time to
price (the "Series G Optional Prepayment time, for cash in an amount equal to
Price") equal to 100% of the principal amount $100 per share of Series G 9.12%
thereof plus accrued and unpaid interest Preference Stock (equivalent to $25
thereon to the date of prepayment or (ii) in per Series G 9.12% Depositary Share),
whole but not in part, prior to January 1, plus an amount equal to all dividends
2001, upon the occurrence of a Tax Event, at a accrued and unpaid thereon to the
prepayment price (the "Series G Tax Event date fixed for redemption. Holders of
Prepayment Price" and, together with the Series G 9.12% Depositary Shares have
Series G Optional Prepayment Price, the no right to require General Motors to
"Series G Prepayment Price") equal to 114% of redeem the Series G 9.12% Depositary
the principal amount thereof from the Series G Shares.
Expiration Date through December 31, 1997,
declining ratably on each January 1 thereafter
to 100% on January 1, 2001, plus accrued and
unpaid interest thereon to the date of
prepayment. In the event that the Series G
Junior Subordinated Debentures are redeemed or
upon the repayment of the Series G Junior
Subordinated Debentures, upon maturity, upon
redemption or otherwise, the proceeds thereof
will be promptly applied to redeem the Series
G Preferred Securities and the Series G Common
Securities. The Series G Junior Subordinated
Debentures mature on July 1, 2012, which date
may be shortened as provided herein, subject
to certain conditions. See "Description of the
Preferred Securities--Mandatory Redemptions"
and "--Tax Event Redemptions." Holders of
Series G Preferred Securities have no right to
require General Motors to redeem the Series G
Preferred Securities.
</TABLE>
30
<PAGE> 38
<TABLE>
<CAPTION>
SERIES G 9.12% DEPOSITARY SHARES
SERIES G PREFERRED SECURITIES AND SERIES G 9.12% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
RANKING;
SUBORDINATION......... Junior to claims of creditors of the Series G Subordinated to claims of creditors
Trust, if any, upon liquidation of the Series of General Motors including the
G Trust. The Series G Preferred Securities and Junior Subordinated Debentures. The
the Series G Common Securities will have Series G 9.12% Preference Stock would
equivalent terms; provided that if a Series G rank junior to preferred stock of
Declaration Event of Default occurs and is General Motors, if any were
continuing, the holders of the Series G outstanding, ranks pari passu with
Preferred Securities will have a priority over other General Motors Preference Stock
holders of the Series G Common Securities with and ranks senior to General Motors
respect to payments in respect of Common Stock with respect to payment
distributions and payments upon liquidation, of dividends and distributions in
redemption or otherwise. The Series G Trust is liquidation.
not permitted to issue any securities other
than the Series G Trust Securities or to incur
any indebtedness. General Motors will pay all
fees and expenses related to the Series G
Trust and the offering of the Series G Trust
Securities. The Series G Junior Subordinated
Debentures will rank subordinate and junior to
all present and future Senior Indebtedness and
Other Financial Obligations of General Motors,
pari passu with General Motors' other general
unsecured creditors and senior to all capital
stock now or hereafter issued by General
Motors and to any guarantee now or hereafter
entered into by General Motors in respect of
any of its capital stock. The obligations of
General Motors under the Preferred Securities
Guarantee relating to the Series G Preferred
Securities are subordinate and junior in right
of payment to all liabilities of General
Motors and rank pari passu with the most
senior preferred stock issued, if any, from
time to time by General Motors. Such preferred
stock, if any, would rank senior to the
Preference Stocks with respect to the payment
of dividends and distributions on liquidation.
LISTING............... Application will be made to list the Series G The Series G 9.12% Depositary Shares
Preferred Securities on the NYSE under the are listed on the NYSE under the
symbol "GM Pr Y." In order to satisfy the NYSE symbol "GM Pr G." Acceptance of
listing requirements, acceptance of Series G Series G 9.12% Depositary Shares
9.12% Depositary Shares validly tendered in validly tendered in the Series G
the Series G Offer is subject to the Minimum Offer is subject to the Minimum
Distribution Condition, which condition may Holders Condition, which condition
not be waived. may not be waived.
DIVIDENDS RECEIVED
DEDUCTION............. Distributions on the Series G Preferred Dividends are eligible for the
Securities are not eligible for the dividends dividends received deduction for
received deduction for corporate holders. corporate holders.
</TABLE>
31
<PAGE> 39
<TABLE>
<CAPTION>
SERIES G 9.12% DEPOSITARY SHARES
SERIES G PREFERRED SECURITIES AND SERIES G 9.12% PREFERENCE STOCK
----------------------------- -----------------------------------
<S> <C> <C>
VOTING RIGHTS/
ENFORCEMENT........... Holders of Series G Preferred Securities have Under the General Motors Certificate
no voting rights other than as provided under of Incorporation and the Series G
the Business Trust Act or the Trust Indenture Deposit Agreement (as defined
Act, except in the limited circumstances herein), the Series G 9.12%
discussed below. The Institutional Trustee for Depositary Shares (and the underlying
the Series G Trust has the power to exercise of Series G 9.12% Preference Stock)
all rights under the Indenture with respect to do not entitle holders thereof to
the Series G Junior Subordinated Debentures voting rights, except (i) with
and is also authorized to enforce the Series G respect to any amendment or
Preferred Securities Guarantee on behalf of alteration of any provision of the
holders of the Series G Preferred Securities. General Motors Certificate of
If the Series G Trust's failure to make Incorporation which would adversely
distributions is a consequence of General affect the powers, preferences or
Motors' exercise of its right to extend the special rights of the Series G 9.12%
interest payment period for the Series G Depositary Shares (and the underlying
Junior Subordinated Debentures as described shares of Series G 9.12% Preference
under "Description of the Preferred Stock), which requires the prior
Securities--Distributions," the Institutional approval of the holders of at least
Trustee of the Series G Trust will have no two-thirds of the outstanding Series
right to enforce the payment of distributions G 9.12% Depositary Shares (and the
until a Series G Declaration Event of Default underlying shares of Series G 9.12%
shall have occurred. Until such Series G Preference Stock), and (ii) in the
Declaration Events of Default have been cured, event General Motors fails to pay
waived or otherwise eliminated, such accumulated preferential dividends on
Institutional Trustee will be deemed to be any series of General Motors
acting solely on behalf of the holders of the Preference Stock in full for any six
Series G Preferred Securities and only the quarterly dividend payment periods,
holders of the Series G Preferred Securities whether or not consecutive, and all
will have (subject to the receipt of a tax such dividends remain unpaid (as
opinion as described in "Description of the described below), or as required by
Preferred Securities--Voting Rights") the law. Subject to certain exceptions,
right to direct such Institutional Trustee in the event that General Motors
with respect to certain matters under the fails to pay full accumulated
Declaration relating to the Series G Trust, preferential dividends on the shares
and therefore the Indenture as it relates to of the Series G 9.12% Preference
the Series G Trust. If such Institutional Stock in full for any six quarterly
Trustee fails to enforce its rights under the dividend payment periods, whether or
Series G Junior Subordinated Debentures after not consecutive, and all such
a holder of Series G Preferred Securities has dividends remain unpaid, the number
made a written request, such holder of record of directors of General Motors would
of Series G Preferred Securities may institute be increased by two and the holders
a legal proceeding against General Motors to of Series G 9.12% Depositary Shares,
enforce such Institutional Trustee's rights together as a class with the holders
under the Series G Junior Subordinated of depositary shares representing all
Debentures without first instituting any legal other series of General Motors
proceeding against such Institutional Trustee Preference Stock ranking junior to or
or any other person or entity. Notwithstanding on a parity with such series of
the foregoing, if a Series G Declaration Event General Motors Preference Stock and
of Default has occurred and is continuing and then entitled to vote thereon, would
such event is attributable to the failure of be entitled to elect two directors of
General Motors to pay interest or principal on the expanded General Motors Board
the Series G Junior Subordinated Debentures on until the full dividends accumulated
the date such interest or principal is on all outstanding shares of the
otherwise payable (or in the case of Series G 9.12% Preference Stock have
redemption, the redemption date), then a been paid.
holder of Series G Preferred Securities may
institute a Direct Action for enforcement of
payment to such holder directly of the
principal of, or interest on, Series G Junior
Subordinated Debentures having a principal
amount equal to the aggregate liquidation
amount of the Series G Preferred Securities of
such holder on or after the respective due
date specified in the Series G Junior
Subordinated Debentures. See "Description of
the Preferred Securities," "Description of the
Junior Subordinated Debentures" and
"Description of the Preferred Securities
Guarantees."
</TABLE>
32
<PAGE> 40
GENERAL MOTORS CORPORATION
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. Primarily
through its wholly owned subsidiaries, General Motors Acceptance Corporation and
Hughes, General Motors also provides services and manufactures products in other
industry segments.
On January 16, 1997, General Motors announced a series of planned
transactions (the "Hughes Transactions") designed to address strategic
challenges and unlock stockholder value in the three business segments of
Hughes. The transactions would include the tax-free spin-off of the Hughes
defense business to holders of $1 2/3 Common Stock and Class H Common Stock,
followed immediately by the tax-free merger of that business with Raytheon
Company. At the same time, Delco Electronics, the automotive electronics
subsidiary of Hughes, would be transferred from Hughes to General Motors' Delphi
Automotive Systems unit. Finally, Class H Common Stock would be recapitalized
into a General Motors tracking stock linked to the telecommunications and space
business of Hughes. See "Capitalization."
General Motors' principal executive offices are located at 100 Renaissance
Center, Detroit, Michigan 48243-7301 (Telephone Number (313) 556-5000).
33
<PAGE> 41
GENERAL MOTORS SELECTED FINANCIAL DATA AND CERTAIN PER SHARE DATA
The following General Motors selected financial data and certain per share
data have been derived from General Motors' Consolidated Financial Statements.
Such data should be read in conjunction with General Motors' Consolidated
Financial Statements (including the notes thereto) and Management's Discussion
and Analysis in the General Motors 1996 Form 10-K, which is incorporated herein
by reference, including the information with respect to Hughes in Exhibit 99
thereto. The General Motors selected financial data and certain per share data
as of and for the years ended December 31, 1996, 1995, 1994, 1993 and 1992 have
been derived from General Motors' Consolidated Financial Statements, which have
been audited by Deloitte & Touche LLP, independent auditors. The selected
financial data presented with financing and insurance operations on an equity
basis as of and for the years ended December 31, 1996, 1995, 1994, 1993 and 1992
are unaudited. The selected financial data and certain per share data as of and
for the three months ended March 31, 1997 and 1996 have been derived from
General Motors' Unaudited Consolidated Financial Statements for such periods,
which, in the opinion of management, reflect all adjustments (consisting of only
normal recurring items) that are necessary to fairly present the financial
information for such periods. The results for interim periods are not
necessarily indicative of results which may be expected for any other interim
period or for the full year.
<TABLE>
<CAPTION>
AS OF AND FOR THE
THREE MONTHS
ENDED MARCH 31, AS OF AND FOR THE YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1997 1996(a) 1996 1995(b) 1994(c) 1993 1992(d)
---- ------- ---- ------- ------- ---- -------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Total net sales and revenues................ $ 42,260 $ 39,240 $164,069 $160,272 $148,499 $132,991 $127,378
-------- -------- -------- -------- -------- -------- --------
Costs and expenses.......................... 39,395 38,007 158,120 151,923 141,401 130,562 130,440
Plant closings expense (adjustments) and
provision for other restructurings........ 80 -- (727) -- -- 950 1,237
-------- -------- -------- -------- -------- -------- --------
Total costs and expenses................ 39,475 38,007 157,393 151,923 141,401 131,512 131,677
-------- -------- -------- -------- -------- -------- --------
Income (Loss) from continuing operations
before cumulative effect of accounting
changes................................... 1,796 800 4,953 6,033 4,866 1,777 (3,222)
-------- -------- -------- -------- -------- -------- --------
Net income (loss)........................... $ 1,796 $ 1,019 $ 4,963 $ 6,881 $ 4,901 $ 2,466 $(23,498)
-------- -------- -------- -------- -------- -------- --------
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO
COMMON STOCKS
$1 2/3 Common Stock per share from
continuing operations before cumulative
effect of accounting changes.............. $ 2.30 $ 0.93 $ 6.07 $ 7.14 $ 5.74 $ 1.68 $ (5.33)
-------- -------- -------- -------- -------- -------- --------
Net earnings (loss) per share attributable
to $1 2/3 Common Stock.................... $ 2.30 $ 0.94 $ 6.06 $ 7.21 $ 5.15 $ 2.13 $ (38.28)
-------- -------- -------- -------- -------- -------- --------
Income per share from discontinued
operations attributable to Class E Common
Stock..................................... $ -- $ 0.45 $ 0.04 $ 1.96 $ 1.71 $ 1.51 $ 1.33
-------- -------- -------- -------- -------- -------- --------
Net earnings (loss) per share attributable
to Class H Common Stock................... $ 0.59 $ 0.78 $ 2.88 $ 2.77 $ 2.62 $ 2.30 $ (2.29)
-------- -------- -------- -------- -------- -------- --------
BALANCE SHEET DATA
Cash and marketable securities.............. $ 20,229 $ 13,320 $ 22,262 $ 16,018 $ 15,331 $ 17,369 $ 14,533
-------- -------- -------- -------- -------- -------- --------
Total assets................................ 226,059 211,830 222,142 213,663 191,145 182,388 184,287
-------- -------- -------- -------- -------- -------- --------
Notes and loans payable..................... 88,111 80,299 85,300 81,222 72,545 69,747 81,767
-------- -------- -------- -------- -------- -------- --------
Stockholders' equity........................ 22,805 24,022 23,418 23,346 12,824 5,598 6,226
-------- -------- -------- -------- -------- -------- --------
Cumulative Amount Available for Payment of
Dividends(e)
$1 2/3 Common Stock....................... $ 21,874 $ 11,473 $ 22,081 $ 12,475 $ 9,014 $ 4,870 $ 3,488
Class E Common Stock...................... -- 12,418 -- 10,672 3,752 3,244 2,546
Class H Common Stock...................... 3,327 3,007 3,245 2,909 2,169 1,887 1,583
-------- -------- -------- -------- -------- -------- --------
Total................................... $ 25,201 $ 26,898 $ 25,326 $ 26,056 $ 14,935 $ 10,001 $ 7,617
======== ======== ======== ======== ======== ======== ========
CERTAIN PER SHARE DATA
Cash Dividends Per Share
$1 2/3 Common Stock....................... $ 0.50 $ 0.40 $ 1.60 $ 1.10 $ 0.80 $ 0.80 $ 1.40
-------- -------- -------- -------- -------- -------- --------
Class E Common Stock...................... $ -- $ 0.15 $ 0.30 $ 0.52 $ 0.48 $ 0.40 $ 0.36
-------- -------- -------- -------- -------- -------- --------
Class H Common Stock...................... $ 0.25 $ 0.24 $ 0.96 $ 0.92 $ 0.80 $ 0.72 $ 0.72
-------- -------- -------- -------- -------- -------- --------
Book Value Per Share(f)
$1 2/3 Common Stock....................... $ 28.10 $ 26.67 $ 27.95 $ 24.37 $ 11.18 $ 1.65 $ 1.98
-------- -------- -------- -------- -------- -------- --------
Class E Common Stock...................... $ -- $ 3.40 $ -- $ 3.11 $ 1.43 $ 0.21 $ 0.25
-------- -------- -------- -------- -------- -------- --------
Class H Common Stock...................... $ 14.05 $ 13.35 $ 13.97 $ 12.20 $ 5.59 $ 0.83 $ 0.99
-------- -------- -------- -------- -------- -------- --------
</TABLE>
34
<PAGE> 42
<TABLE>
<CAPTION>
AS OF AND FOR THE
THREE MONTHS
ENDED MARCH 31, AS OF AND FOR THE YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1997 1996(a) 1996 1995(b) 1994(c) 1993 1992(d)
---- ------- ---- ------- ------- ---- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
GENERAL MOTORS OPERATIONS WITH FINANCING AND
INSURANCE OPERATIONS ON AN EQUITY BASIS:
OPERATING RESULTS
Total net sales and revenues................ $ 37,457 $ 34,672 $145,427 $143,754 $134,888 $119,803 $113,489
-------- -------- -------- -------- -------- -------- --------
Costs and expenses.......................... 35,787 34,359 142,938 138,294 129,383 118,449 117,289
Plant closings expense (adjustments) and
provisions for other restructurings....... 80 -- (727) -- -- 950 1,237
-------- -------- -------- -------- -------- -------- --------
Total costs and expenses................ 35,867 34,359 142,211 138,294 129,383 119,399 118,526
-------- -------- -------- -------- -------- -------- --------
Income (Loss) from continuing operations
before cumulative effect of accounting
changes................................... 1,796 800 4,953 6,033 4,859 1,777 (3,504)
-------- -------- -------- -------- -------- -------- --------
Net income (loss)........................... $ 1,796 $ 1,019 $ 4,963 $ 6,881 $ 4,901 $ 2,466 $(23,498)
-------- -------- -------- -------- -------- -------- --------
BALANCE SHEET DATA
Cash and marketable securities.............. $ 14,628 $ 7,639 $ 16,962 $ 10,241 $ 10,232 $ 9,891 $ 7,386
-------- -------- -------- -------- -------- -------- --------
Total assets................................ 136,012 129,110 135,262 130,644 118,860 115,160 115,422
-------- -------- -------- -------- -------- -------- --------
Long-term debt and capitalized leases....... 5,507 4,673 5,390 4,280 5,198 5,861 6,495
-------- -------- -------- -------- -------- -------- --------
Stockholders' equity........................ 22,805 24,022 23,418 23,346 12,824 5,598 6,226
-------- -------- -------- -------- -------- -------- --------
</TABLE>
- -------------------------
(a) The 1996 first quarter results included an unfavorable impact of $900
million after tax, or $1.20 per share of $1 2/3 Common Stock, related to a
17-day strike at two General Motors component plants.
(b) In November 1995, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on its Issue No. 95-1, "Revenue
Recognition of Sales with a Guaranteed Minimum Resale Value." Adoption of
this consensus, effective January 1, 1995, resulted in an unfavorable
cumulative effect of $52 million, or $0.07 per share, attributable to $1 2/3
Common Stock.
(c) Effective January 1, 1994, General Motors adopted Statement of Financial
Accounting Standards ("SFAS") No. 112, "Employers' Accounting for
Postemployment Benefits." The unfavorable cumulative effect of adopting SFAS
No. 112 was $758 million, or $751 million, or $1.05 per share, attributable
to $1 2/3 Common Stock and $7 million, or $0.08 per share, attributable to
Class H Common Stock.
(d) General Motors adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," effective January 1, 1992. The
unfavorable cumulative effect of adopting SFAS No. 106 was $20.7 billion, or
$33.38 per share, attributable to $1 2/3 Common Stock and $150 million, or
$2.08 per share, attributable to Class H Common Stock. Also, effective
January 1, 1992, Hughes changed its revenue recognition policy for certain
commercial businesses. The unfavorable effect of this change on 1992
earnings was $33 million, or $0.05 per share, attributable to $1 2/3 Common
Stock, and $7 million, or $0.10 per share, attributable to Class H Common
Stock.
(e) Amount of funds legally available as of such date for the payment of
dividends on each class of General Motors Common Stock under the Restated
General Motors Certificate of Incorporation, as amended.
(f) Determined based on the liquidation rights with respect to the assets of
General Motors associated with the various classes of General Motors Common
Stock.
35
<PAGE> 43
GENERAL MOTORS RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following ratios of earnings to combined fixed charges and preferred
stock dividends of General Motors have been derived from General Motors'
Consolidated Financial Statements. Such data should be read in conjunction with
General Motors' Consolidated Financial Statements (including the notes thereto)
and Management's Discussion and Analysis in the General Motors 1996 Form 10-K,
which is incorporated herein by reference, including the information with
respect to Hughes in Exhibit 99 thereto. The ratios of earnings to combined
fixed charges and preferred stock dividends of General Motors as of and for the
years ended December 31, 1996, 1995, 1994, 1993 and 1992 have been derived from
General Motors' Consolidated Financial Statements. The ratios of earnings to
combined fixed charges and preferred stock dividends of General Motors for the
three months ended March 31, 1997 and 1996 have been derived from General
Motors' Unaudited Consolidated Financial Statements for such periods, which, in
the opinion of management, reflect all adjustments (consisting of only normal
recurring items) that are necessary to fairly present the financial information
for such periods. The results for interim periods are not necessarily indicative
of results which may be expected for any other interim period or for the full
year.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
- ------------- --------------------------------
1997 1996 1996 1995 1994 1993 1992
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
2.74 1.78 2.07 2.20 2.14 1.21 *
</TABLE>
- -------------------------
* Earnings were inadequate to cover combined fixed charges and preferred stock
dividends by $4,510 million in 1992.
For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before cumulative effect
of accounting changes plus income taxes and fixed charges included in income
from continuing operations after eliminating the amortization of capitalized
interest and the undistributed earnings of affiliates; "fixed charges" consist
of interest and related charges on debt, that portion of rentals deemed to be
interest and interest capitalized in the period; and "preferred stock dividends"
represent the pretax earnings required to cover the dividend requirements of
General Motors' preference and preferred stock, as applicable.
36
<PAGE> 44
CAPITALIZATION
The following table sets forth the capitalization of General Motors and its
consolidated subsidiaries at March 31, 1997, and as adjusted to reflect
consummation of the Offers, assuming that all of the Depositary Shares sought to
be tendered pursuant to the Offers are validly tendered and accepted by General
Motors and the Trusts in exchange for the Preferred Securities. See "The
Offers--Purpose of the Offers." Thus, the following table reflects the exchange
of 5,462,917 Series D 7.92% Depositary Shares and 9,071,910 Series G 9.12%
Depositary Shares, in each case for an equal number of the related series of
Preferred Securities offered hereby. The following should be read in conjunction
with General Motors' Consolidated Financial Statements (including the notes
thereto) and Management's Discussion and Analysis in General Motors' 1996 Form
10-K, which is incorporated herein by reference, including the information with
respect to Hughes in Exhibit 99 thereto.
<TABLE>
<CAPTION>
MARCH 31, 1997
--------------------
ACTUAL ADJUSTED
------ --------
(IN MILLIONS)
<S> <C> <C>
Notes and loans payable..................................... $ 88,111 $ 88,111
-------- --------
General Motors--obligated mandatorily redeemable preferred
securities of Subsidiary Trust holding solely Junior
Subordinated Debentures of General Motors--Series D....... -- 143
General Motors--obligated mandatorily redeemable preferred
securities of Subsidiary Trust holding solely Junior
Subordinated Debentures of General Motors--Series G....... -- 257
STOCKHOLDERS' EQUITY(A)
Preference Stocks......................................... 1 (b)
Common stocks
$1 2/3 Common Stock(c)................................. 1,216 1,216
Class H Common Stock................................... 10 10
Capital surplus (principally additional paid-in
capital)(c)............................................ 17,689 17,338
Retained earnings......................................... 7,511 7,463
-------- --------
Subtotal............................................... 26,427 26,027
Minimum pension liability adjustment...................... (3,490) (3,490)
Accumulated foreign currency translation adjustments...... (475) (475)
Net realized gains on investments in certain debt and
equity securities...................................... 343 343
-------- --------
Total stockholders' equity............................. 22,805 22,405
-------- --------
Total capitalization................................... $110,916 $110,916
======== ========
</TABLE>
- -------------------------
(a) General Motors is evaluating the accounting for the Hughes Transactions and
whether the distribution of the Hughes defense business would be recorded at
historical cost, with no gain recognized, or at fair value, with a related
gain. Regardless of whether the Hughes transactions are recorded at
historical cost or fair value, it is anticipated that there would be a
reduction to General Motors' stockholders' equity of between $0.6 billion
and $1.6 billion, depending on several variables, the largest of which is
the level of debt incurred by the Hughes defense business prior to the
spin-off. For a description of the Hughes Transactions, see "General Motors
Corporation."
(b) Less than $1 million.
(c) During the first quarter of 1997, General Motors used approximately $1.6
billion to acquire more than 27 million shares of its $1 2/3 Common Stock
under a $2.5 billion stock repurchase program announced in January 1997.
General Motors also used approximately $200 million to repurchase shares of
its $1 2/3 Common Stock for certain employee benefit plans.
37
<PAGE> 45
ACCOUNTING TREATMENT
The refinancings of the Preference Stocks with the Preferred Securities
will decrease General Motors' stockholders' equity and may increase or decrease
earnings applicable to common stockholders depending upon the difference between
the carrying value of the Preference Stocks represented by the Depositary Shares
accepted in the exchange and the fair market value of the Preferred Securities
at the time of the exchange. Each Subsidiary Trust will be included in General
Motors' consolidated financial statements as currently shown in the
"Capitalization" table on page 37. The notes to the General Motors consolidated
financial statements will also reflect that the sole assets of the Series D
Trust will be the principal amount of the Series D Junior Subordinated
Debentures and that the sole assets of the Series G Trust will be the principal
amount of the Series G Junior Subordinated Debentures.
38
<PAGE> 46
THE TRUSTS
Each of the Series D Trust and the Series G Trust is a statutory business
trust, in each case formed under Delaware law pursuant to (i) a declaration of
trust, dated as of April 11, 1997, executed by General Motors, as Sponsor, and
the Trustees of such Trust and (ii) the filing of a certificate of trust with
the Secretary of State of the State of Delaware on April 11, 1997. The
declaration relating to each Trust will be amended and restated in its entirety
(with respect to each Trust, as so amended and restated, the "Declaration")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. Each Declaration will be qualified as an
indenture under the Trust Indenture Act. Upon issuance by a Trust of its
Preferred Securities, the purchasers thereof will own all of such Preferred
Securities. See "Description of the Preferred Securities--Book-Entry; Delivery
and Form." General Motors will directly or indirectly acquire all of the Common
Securities of each Trust, in each case in an aggregate liquidation amount equal
to at least 3% of the total capital of such Trust.
Pursuant to each Declaration, the number of Trustees for each Trust will
initially be five. Three of the Trustees (with respect to each Trust, the
"Regular Trustees") will be persons who are employees or officers of, or who are
affiliated with, General Motors. The fourth trustee for each Trust will be a
financial institution that is unaffiliated with General Motors, which trustee
will serve as the Institutional Trustee of such Trust. Initially, Wilmington
Trust Company will be the Institutional Trustee under each of the Series D Trust
and the Series G Trust, in each case until removed or replaced by the holder of
the Common Securities of the applicable Trust. For purposes of compliance with
the provisions of the Trust Indenture Act, Wilmington Trust Company will act as
the Guarantee Trustee for each of the Series D Trust and the Series G Trust, in
each case under the applicable Preferred Securities Guarantee, and as Debt
Trustee of each of the Series D Trust and the Series G Trust, in each case under
the Indenture. The fifth trustee for each Trust will be the Delaware Trustee.
Initially, Wilmington Trust Company will act as Delaware Trustee for each of the
Series D Trust and the Series G Trust. See "Description of the Preferred
Securities Guarantees" and "Description of the Preferred Securities--Voting
Rights" herein.
The Institutional Trustee of a Trust will hold title to the Junior
Subordinated Debentures purchased by such Trust for the benefit of the holders
of the Trust Securities of such Trust and will have the power to exercise all
rights, powers and privileges under the Indenture as the holder of such Junior
Subordinated Debentures. In addition, the Institutional Trustee of such Trust
will maintain exclusive control of the Property Account of such Trust to hold
all payments made in respect of the Junior Subordinated Debentures held by such
Trust for the benefit of the holders of the Trust Securities of such Trust. The
Institutional Trustee of a Trust will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the Trust
Securities of such Trust out of funds from the Property Account of such Trust.
The Guarantee Trustee of a Trust will hold the Preferred Securities Guarantee
relating to such Trust for the benefit of the holders of the Preferred
Securities to which such Preferred Securities Guarantee relates. General Motors,
as the direct or indirect holder of all the Common Securities of each Trust,
will have the right to appoint, remove or replace any Trustee for such Trust and
to increase or decrease the number of Trustees for such Trust. General Motors
will pay all fees and expenses related to each Trust and the offering of the
Trust Securities of such Trust. See "Description of the Junior Subordinated
Debentures--Miscellaneous."
The rights of the holders of the Preferred Securities of a Trust, including
economic rights, rights to information and voting rights, are set forth in the
Declaration relating to such Trust, the Business Trust Act and the Trust
Indenture Act. See "Description of the Preferred Securities."
Each of the Trusts exists for the sole purpose of (i) issuing (a) its
Preferred Securities in exchange for Depositary Shares validly tendered in its
Offer and delivering such Depositary Shares to General Motors in consideration
of the deposit by General Motors as trust assets of the related Junior
Subordinated Debentures having an aggregate stated principal amount equal to the
aggregate stated liquidation amount of its Preferred Securities, and (b) its
Common Securities to General Motors in exchange for cash and investing the
proceeds thereof in an equal aggregate stated principal amount of such Junior
Subordinated Debentures and (ii) engaging in those other activities as are
necessary or incidental thereto.
39
<PAGE> 47
Under the applicable Declaration, a Trust shall not, and the Trustees
(including the Institutional Trustee) of such Trust shall cause such Trust not
to, engage in any activity other than in connection with the purposes of such
Trust or other than as required or authorized by such Declaration. In
particular, a Trust shall not and the Trustees (including the Institutional
Trustee) of such Trust shall not (i) invest any proceeds received by such Trust
from holding the Junior Subordinated Debentures purchased by such Trust but
shall promptly distribute all such proceeds to holders of its Trust Securities
pursuant to the terms of the applicable Declaration and of such Trust
Securities; (ii) acquire any assets other than as expressly provided in the
applicable Declaration; (iii) possess Trust property for other than a Trust
purpose; (iv) make any investments, other than investments represented by the
Junior Subordinated Debentures purchased by such Trust; (v) possess any power or
otherwise act in such a way as to vary trust assets or the terms of its Trust
Securities in any way whatsoever; (vi) issue any securities or other evidences
of beneficial ownership of, or beneficial interests in, such Trust other than
its Trust Securities; (vii) incur any indebtedness for borrowed money or (viii)
(a) direct the time, method and place of exercising any trust or power conferred
upon the Debt Trustee of such Trust with respect to the Junior Subordinated
Debentures held by such Trust, (b) waive any past default that is waivable under
Section 5.7 of the Indenture, (c) exercise any right to rescind or annul any
declaration that the principal of all of the Junior Subordinated Debentures held
by such Trust shall be due and payable or (d) consent to any amendment,
modification or termination of the Indenture as it relates to such Trust or the
Junior Subordinated Debentures held by such Trust or the applicable Declaration,
in each case where such consent shall be required, if such action would cause
such Trust to be classified for United States federal income tax purposes as
other than a grantor trust or would cause such Trust to be deemed an "investment
company" which is required to be registered under the Investment Company Act of
1940, as amended (the "1940 Act").
Each Declaration may be modified and amended if approved by the Regular
Trustees (and in certain circumstances the Institutional Trustee and the
Delaware Trustee) of the applicable Trust, provided that, if any proposed
amendment provides for, or such Regular Trustees otherwise propose to effect,
(i) any action that would adversely affect the powers, preferences or special
rights of the Trust Securities of such Trust, whether by way of amendment to the
applicable Declaration or otherwise or (ii) the dissolution, winding-up or
termination of such Trust other than pursuant to the terms of applicable
Declaration, then the holders of Trust Securities of such Trust voting together
as a single class will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the approval of at
least a majority in liquidation amount of the Trust Securities of such Trust
affected thereby; provided, that, if any amendment or proposal referred to in
clause (i) above would adversely affect only the Preferred Securities or the
Common Securities of such Trust, then only the affected class will be entitled
to vote on such amendment or proposal and such amendment or proposal shall not
be effective except with the approval of a majority in liquidation amount of
such class of Securities.
Each Declaration may also be amended without the consent of the holders of
the Trust Securities of the applicable Trust to (i) cure any ambiguity; (ii)
correct or supplement any provision in the applicable Declaration that may be
defective or inconsistent with any other provision of such Declaration; (iii)
add to the covenants, restrictions or obligations of General Motors, as sponsor
of the applicable Trust; (iv) conform to any change in Rule 3a-5 under the 1940
Act or written change in interpretation or application of Rule 3a-5 which
amendment does not have a material adverse effect on the rights, preferences or
privileges of the holders of the Trust Securities of the applicable Trust; (v)
preserve the status of the applicable Trust as a grantor trust for federal
income tax purposes; and (vi) make any other change that does not adversely
affect the rights of the holders of the Trust Securities of the applicable
Trust.
It shall not be necessary for the consent of the holders of Trust
Securities of the applicable Trust under the applicable Declaration to approve
the particular form of any proposed amendment to such Declaration, but it shall
be sufficient if such consent shall approve the substance thereof.
The books and records of a Trust will be maintained at its principal office
and will be open for inspection by a holder of the Preferred Securities of such
Trust or the duly authorized representative of such holder for any purpose
reasonably related to its interest in such Trust during normal business hours.
Each Trust
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anticipates that it will not be required to file with the Commission or
distribute to holders of its Preferred Securities periodic reports regarding
each Trust.
Each Declaration provides that the Trustees of the applicable Trust may
treat the person in whose name a Preferred Security of such Trust is registered
on the books and records of such Trust as the sole holder thereof and of the
Preferred Securities represented thereby for purposes of receiving distributions
and for all other purposes and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such certificate or in the Preferred
Securities represented thereby on the part of any person, whether or not such
Trust shall have actual or other notice thereof. The Preferred Securities of
each Trust will be issued in fully registered form. Investors may elect to hold
their Preferred Securities directly or, subject to the rules and procedures of
The Depository Trust Company or The Philadelphia Depository Trust Company (each,
a "Depository Institution"), as applicable, described under "Description of the
Preferred Securities--Book-Entry; Delivery and Form," hold interests in a global
certificate registered on the books and records of the applicable Trust in the
name of a Depository Institution or its nominee. Under each Declaration:
(i) the applicable Trust and its Trustees shall be entitled to deal
with a Depository Institution (or any successor depositary) for all
purposes, including the payment of distributions and receiving approvals,
or consents under such Declaration, and except as set forth in the
applicable Declaration, shall have no obligation to persons owning its
Preferred Securities (with respect to such Trust, "Preferred Security
Beneficial Owners") registered in the name of and held by a Depository
Institution or its nominee; and
(ii) the rights of Preferred Security Beneficial Owners shall be
exercised only through a Depository Institution (or any successor
depository) and shall be limited to those established by law and agreements
between such Preferred Security Beneficial Owners and a Depository
Institution and/or its participants. See "Description of the Preferred
Securities--Book-Entry; Delivery and Form." With respect to Preferred
Securities registered in the name of and held by a Depository Institution
or its nominee, all notices and other communications required under the
applicable Declaration shall be given to, and all distributions on such
Preferred Securities shall be given or made to, a Depository Institution
(or its successor).
THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF EACH OF THE DECLARATIONS IS
A DISCUSSION OF ALL MATERIAL TERMS OF SUCH DECLARATIONS, BUT DOES NOT PURPORT TO
BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DECLARATIONS
WHICH HAVE BEEN FILED AS EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART.
The business address of the Series D Trust is c/o General Motors
Corporation, 100 Renaissance Center, Detroit, Michigan 48243-7301, telephone
number (313) 556-5000.
The business address of the Series G Trust is c/o General Motors
Corporation, 100 Renaissance Center, Detroit, Michigan 48243-7301, telephone
number (313) 556-5000.
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THE OFFERS
PURPOSE OF THE OFFERS
The purpose of the Offers is to refinance the Depositary Shares with the
Preferred Securities to restructure a portion of General Motors' outstanding
equity while achieving competitive financing and certain tax efficiencies. The
refinancings effected pursuant to the Offers will permit General Motors to
deduct interest payable on the Junior Subordinated Debentures for United States
federal income tax purposes.
GENERAL
PARTICIPATION IN AN OFFER IS VOLUNTARY AND HOLDERS OF DEPOSITARY SHARES
SHOULD CAREFULLY CONSIDER WHETHER TO ACCEPT AN OFFER. NONE OF GENERAL MOTORS,
THE BOARD OF DIRECTORS OF GENERAL MOTORS, THE TRUSTEES OF THE SERIES D TRUST,
THE SERIES D TRUST, THE TRUSTEES OF THE SERIES G TRUST NOR THE SERIES G TRUST
MAKES ANY RECOMMENDATION TO HOLDERS AS TO WHETHER TO EXCHANGE OR REFRAIN FROM
EXCHANGING THEIR DEPOSITARY SHARES IN ANY OFFER. HOLDERS OF DEPOSITARY SHARES
ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS
ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. SEE
"PRICE RANGE OF DEPOSITARY SHARES."
Unless the context requires otherwise, the term "Holder" means, with
respect to an Offer, (i) any person in whose name any Depositary Shares subject
to such Offer are registered on the books of General Motors or (ii) any other
person who has obtained a properly completed stock power from the registered
holder, or (iii) any person whose Depositary Shares subject to such Offer are
held of record by a Depository Institution.
TERMS OF THE OFFERS
Series D Offer. Upon the terms and subject to the conditions set forth
herein and in the Letter of Transmittal relating to the Series D 7.92%
Depositary Shares, the Series D Trust will exchange Series D Preferred
Securities for up to 5,462,917 of the outstanding Series D 7.92% Depositary
Shares not owned by General Motors. The Series D Offer will be effected on a
basis of one Series D Preferred Security for each Series D 7.92% Depositary
Share validly tendered and accepted for exchange, as applicable. See
"--Procedures for Tendering." Upon the terms and subject to the conditions set
forth herein and in the Letter of Transmittal relating to the Series D 7.92%
Depositary Shares, the Series D Trust will accept Series D 7.92% Depositary
Shares validly tendered and not withdrawn prior to the Series D Expiration Date
and, unless the Series D Offer has been withdrawn or terminated, will deliver
Series D Preferred Securities in exchange therefor to tendering holders of
Series D 7.92% Depositary Shares as promptly as practicable following the Series
D Expiration Date. The Series D Trust expressly reserves the right, in its sole
discretion, to delay acceptance for exchange of Series D 7.92% Depositary Shares
tendered under the Series D Offer and the delivery of the Series D Preferred
Securities with respect to the Series D 7.92% Depositary Shares accepted for
exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act, which require
that General Motors and the Trust consummate the Series D Offer or return the
Series D 7.92% Depositary Shares deposited by or on behalf of the holders
thereof promptly after the termination or withdrawal of the Series D Offer), or
to amend, withdraw or terminate the Series D Offer, at any time prior to the
Series D Expiration Date for any of the reasons set forth in "--Conditions to
the Offers" and "--Expiration Dates; Extensions; Amendments; Termination."
Series G Offer. Upon the terms and subject to the conditions set forth
herein and in the Letter of Transmittal relating to the Series G 9.12%
Depositary Shares, the Series G Trust will exchange Series G Preferred
Securities for up to 9,071,910 of the outstanding Series G 9.12% Depositary
Shares not owned by General Motors. The Series G Offer will be effected on a
basis of one Series G Preferred Security for each Series G 9.12% Depositary
Share validly tendered and accepted for exchange, as applicable. See
"--Procedures for Tendering." Upon the terms and subject to the conditions set
forth herein and in the Letter of Transmittal relating to the Series G 9.12%
Depositary Shares, the Series G Trust will accept Series G
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9.12% Depositary Shares validly tendered and not withdrawn prior to the Series G
Expiration Date and, unless the Series G Offer has been withdrawn or terminated,
will deliver Series G Preferred Securities in exchange therefor to tendering
holders of Series G 9.12% Depositary Shares as promptly as practicable following
the Series G Expiration Date. The Series G Trust expressly reserves the right,
in its sole discretion, to delay acceptance for exchange of Series G 9.12%
Depositary Shares tendered under the Series G Offer and the delivery of the
Series G Preferred Securities with respect to the Series G 9.12% Depositary
Shares accepted for exchange (subject to Rules 13e-4 and 14e-1 under the
Exchange Act, which require that General Motors and the Trust consummate the
Series G Offer or return the Series G 9.12% Depositary Shares deposited by or on
behalf of the holders thereof promptly after the termination or withdrawal of
the Series G Offer), or to amend, withdraw or terminate the Series G Offer, at
any time prior to the Series G Expiration Date for any of the reasons set forth
in "--Conditions to the Offers" and "--Expiration Dates; Extensions; Amendments;
Termination."
If more than the maximum number of Depositary Shares of either series are
validly tendered to a Trust pursuant to its Offer and are not withdrawn, the
applicable Trust will, upon the terms and subject to the conditions of its
Offer, accept such Depositary Shares for exchange on a pro rata basis, with
adjustments to avoid distributions of fractional Preferred Securities. Such
proration shall be based on the quotient of (i) the maximum number of such
related Depositary Shares for such Offer divided by (ii) the total number of
such related Depositary Shares validly tendered pursuant to such Offer and not
withdrawn. All questions as to such proration will be determined in good faith
by the applicable Trust, whose determination will be final and binding. Delivery
of Preferred Securities in exchange for Depositary Shares validly tendered and
accepted in an Offer will be made on a date determined by General Motors after
the results of the final proration in respect of the Offer have been announced,
in each case as promptly as practicable after the expiration of such Offer.
If proration of tendered Depositary Shares is required in an Offer, because
of the difficulty in determining the number of Depositary Shares validly
tendered (including shares tendered by the guaranteed delivery procedures
described below in "--Procedures for Tendering"), each Trust expects that it
would not be able to announce the final proration factor to commence the
exchange for any Depositary Shares of the applicable series until following a
Proration Period of approximately five Business Days after the applicable
Expiration Date. Preliminary results of the proration required in an Offer (if
any) will be announced by press release as promptly as practicable after the
applicable Expiration Date. Holders of Depositary Shares may also obtain such
preliminary information from the Dealer Managers, the Information Agent or the
Exchange Agent and may also be able to obtain such information from their
brokers. If proration is required in an Offer, until the final proration factors
regarding such Offer are known, the applicable Trust will not issue any
Preferred Securities in exchange for Depositary Shares accepted for exchange in
its Offer or return Depositary Shares delivered to the Exchange Agent but not
tendered or return Depositary Shares tendered but not accepted for exchange
because of proration. Such Trust will issue its Preferred Securities in exchange
for Depositary Shares accepted for exchange in its Offer and return Depositary
Shares delivered to the Exchange Agent but not tendered and return Depositary
Shares tendered but not accepted for exchange because of proration as soon as
practicable following the Proration Period.
EACH OFFER IS INDEPENDENT FROM THE OTHER OFFER. FURTHERMORE, EACH OF THE
OFFERS IS SUBJECT TO CERTAIN CONDITIONS, AS DESCRIBED HEREIN.
In all cases, except to the extent waived by the applicable Trust, delivery
of Preferred Securities issued with respect to the Depositary Shares accepted
for exchange pursuant to the Offers will be made only after timely receipt by
the Exchange Agent of such Depositary Shares (or confirmation of book-entry
transfer thereof), a properly completed and duly executed Letter of Transmittal
relating to such Depositary Shares and any other documents required thereby.
As of the date of this Prospectus, there are outstanding 6,069,909 Series D
7.92% Depositary Shares not owned by General Motors. As of the date of this
Prospectus, there are outstanding 10,079,899 Series G 9.12% Depositary Shares
not owned by General Motors.
This Prospectus, together with the applicable Letter of Transmittal (or
Letters of Transmittal), is being sent to all registered holders of Depositary
Shares on or about the date of this Prospectus. A Trust shall be
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<PAGE> 51
deemed to have accepted validly tendered Depositary Shares (or defectively
tendered Depositary Shares with respect to which such Trust has waived such
defect) when, as and if such Trust has given oral or written notice thereof to
the Exchange Agent. The Exchange Agent will act as agent for the tendering
holders for the purpose of receiving Depositary Shares from, and remitting
Preferred Securities to, tendering holders who are participating in an Offer.
Upon the terms and subject to the conditions of each Offer, delivery of the
Preferred Securities to tendering holders in each Offer will be made as promptly
as practicable following the applicable Expiration Date.
If any tendered shares of Depositary Shares are not accepted for exchange
because of an invalid tender with respect to an Offer, proration, the occurrence
of certain other events set forth herein, unless otherwise requested by the
Holder thereof under "Special Delivery Instructions" in the applicable Letter of
Transmittal, such Depositary Shares will be returned, without expense, to the
tendering Holder thereof, as promptly as practicable after the applicable
Expiration Date or the Proration Period (if applicable) or the withdrawal or
termination of such Offer.
Holders of Depositary Shares will not have any appraisal or dissenters'
rights under the Delaware General Corporation Law in connection with either
Offer. General Motors and each Trust intend to conduct each Offer in accordance
with the applicable requirements of the Exchange Act and the rules and
regulations of the Commission thereunder.
Holders who tender Depositary Shares in an Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the
applicable Letter of Transmittal, transfer taxes with respect to the exchange of
Depositary Shares pursuant to such Offer. See "Fees and Expenses; Transfer
Taxes."
With respect to each Offer, holders tendering Depositary Shares held in
global form shall receive Preferred Securities in global form and holders
tendering Depositary Shares held directly in certificated form shall receive
Preferred Securities in certificated form, in each case unless otherwise
specified in the applicable Letter of Transmittal.
CONDITIONS TO THE OFFERS
Notwithstanding any other provisions of its Offer, or any extension of its
Offer, a Trust will not be required to deliver its Preferred Securities in
respect of any properly tendered Depositary Shares in its Offer and may
terminate its Offer by oral or written notice to the Exchange Agent and the
holders of the Depositary Shares tendered in its Offer, or, at its option, may
modify or otherwise amend its Offer (except that a Trust cannot waive the
Minimum Distribution Condition or the Minimum Holders Condition with respect to
its Offer) with respect to such Depositary Shares if the condition in clause (a)
below is not satisfied at or prior to the applicable Expiration Date or if any
of the events specified in clauses (b) through (e) occurs at or prior to the
applicable Expiration Date:
(a) tenders by a sufficient number of holders of Depositary Shares
such that there be at least 400 record or beneficial holders of at least
1,000,000 Preferred Securities to be issued in exchange for the Depositary
Shares tendered in its Offer (the "Minimum Distribution Condition");
(b) tenders by a number of holders of Depositary Shares such that
General Motors has determined that the consummation of such Offer would
have a reasonable likelihood of producing, either directly or indirectly,
(i) the related series of Depositary Shares to be held of record by less
than 300 persons (as determined for purposes of Rule 13e-3 under the
Exchange Act) or (ii) the related series of Depositary Shares to cease to
be listed on the NYSE (the "Minimum Holders Condition");
(c) any action has been taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction has been
promulgated, enacted, entered, enforced or deemed applicable to its Offer,
by or before any court or governmental regulatory or administrative agency
or authority or tribunal, domestic or foreign, which (i) challenges the
making of its Offer, or might directly or indirectly prohibit, prevent,
restrict or delay consummation of such Offer, or otherwise and adversely
affects in any material manner its Offer or (ii) could materially adversely
affect the business, condition (financial or otherwise), income,
operations, properties, assets, liabilities or prospects of General Motors
and its subsidiaries, taken
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as a whole, or materially impair the contemplated benefits of its Offer to
General Motors, including any such action, statute, rule, regulation,
judgment, order, stay, decree or injunction which would constitute a Tax
Event with respect to such Trust if it occurred after the applicable
Expiration Date;
(d) any event has occurred or is likely to occur affecting the
business or financial affairs of General Motors that would or might
prohibit, prevent, restrict or delay consummation of its Offer or that
will, or is reasonably likely to, materially impair the contemplated
benefits of its Offer or might be material to holders of Depositary Shares
in deciding whether to accept its Offer; and
(e) any of the following events shall have occurred (i) any general
suspension of or limitation on trading in securities on the NYSE or in the
over-the-counter market (whether or not mandatory), (ii) any significant
adverse change in the price of the Depositary Shares subject to such Offer
or in the United States securities or financial markets, (iii) a material
impairment in the trading market for debt or equity securities on the NYSE
or in the over-the-counter market (whether or not mandatory), (iv) a
declaration of a banking moratorium or any suspension of payments in
respect of banks by federal or state authorities in the United States
(whether or not mandatory), (v) a commencement of a war, armed hostilities
or other national or international crisis directly or indirectly relating
to the United States, (vi) any limitation (whether or not mandatory) by any
governmental authority on, or other event having a reasonable likelihood of
affecting, the extension of credit by banks or other lending institutions
in the United States, or (vii) any significant adverse change in U.S.
securities or financial markets generally or in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof.
The foregoing conditions are for the sole benefit of the applicable Trust
and General Motors in connection with the applicable Offer and, except for the
Minimum Distribution Condition and the Minimum Holders Condition, may be waived
by such Trust and General Motors, in whole or in part, in their sole discretion.
Any determination made by General Motors or the applicable Trust concerning an
event, development or circumstance described or referred to above will be final
and binding on all parties with respect to its Offer.
EXPIRATION DATES; EXTENSIONS; AMENDMENTS; TERMINATION
Each Offer will expire on the applicable Expiration Date, which, as
required by applicable law, will be at least twenty (20) Business Days after the
commencement of such Offer. Each Trust expressly reserves the right, as to its
Offer, in its sole discretion, subject to applicable law, to (i) terminate its
Offer, and not accept for exchange any Depositary Shares tendered in its Offer
and promptly return such Depositary Shares upon the failure of any of the
conditions specified above in "--Conditions to the Offers," (ii) waive any
condition to its Offer (other than the Minimum Distribution Condition and the
Minimum Holders Condition) and accept all Depositary Shares previously tendered
pursuant to its Offer, (iii) extend the Expiration Date of its Offer and retain
all Depositary Shares tendered pursuant to its Offer until the applicable
Expiration Date, subject, however, to all withdrawal rights of holders, see
"--Withdrawal of Tenders," (iv) amend the terms of its Offer, (v) modify the
form of the consideration to be paid pursuant to its Offer, or (vi) not accept
for exchange the Depositary Shares tendered pursuant to its Offer at any time on
or prior to the Expiration Date for its Offer as a result of an invalid tender,
proration, withdrawal prior to the applicable Expiration Date or the occurrence
of certain other events as set forth herein. Any amendment applicable to an
Offer will apply to all Depositary Shares tendered pursuant to such Offer.
During any extension of an Offer, all Depositary Shares previously tendered
pursuant to such Offer and not withdrawn will remain subject to such Offer.
If a Trust makes a material change in the terms of its Offer, such Trust
will extend its Offer. The minimum period for which a Offer must remain open
following material changes in the terms of such Offer or the information
concerning such Offer, other than a change in the amount of Depositary Shares
sought for exchange in such Offer or an increase or decrease in the
consideration offered to holders of Depositary Shares pursuant to such Offer,
will depend upon the facts and circumstances, including the relative materiality
of the change or information. With respect to a decrease in the number of
Depositary Shares sought in an Offer or an increase or decrease in the
consideration offered to holders of the Depositary Shares pursuant to such
Offer, if
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required, such Offer will remain open for a minimum of ten (10) Business Days
following public announcement of such change. In the case of any amendment,
withdrawal or termination of an Offer, a public announcement will be issued no
later than 9:00 a.m., Eastern time, on the next business day after the
previously scheduled Expiration Date of such Offer. If any Trust withdraws or
terminates its Offer, it will give immediate notice to the Exchange Agent, and
the Depositary Shares theretofore tendered pursuant to its Offer will be
returned promptly to the tendering holders thereof. See "--Withdrawal of
Tenders." In order to satisfy the NYSE listing requirements, acceptance of
Depositary Shares validly tendered in each Offer is subject to the Minimum
Distribution Condition, which condition may not be waived. Acceptance is also
subject to the Minimum Holders Condition, which condition may not be waived.
PROCEDURES FOR TENDERING
With respect to an Offer, the tender of Depositary Shares by a Holder
thereof pursuant to one of the procedures set forth below will constitute an
agreement between such Holder and the applicable Trust in accordance with the
terms and subject to the conditions set forth herein and in the applicable
Letter of Transmittal and such Trust's right to terminate its Offer as described
herein and such Holder's right to withdraw tendered Depositary Shares as
described herein.
EACH HOLDER OF DEPOSITARY SHARES WISHING TO PARTICIPATE IN AN OFFER MUST
(I) PROPERLY COMPLETE AND SIGN THE LETTER OF TRANSMITTAL RELATING TO THE SERIES
OF DEPOSITARY SHARES SUBJECT TO SUCH OFFER IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED HEREIN AND IN SUCH LETTER OF TRANSMITTAL (EXCEPT WHEN AN AGENT'S
MESSAGE IS APPROPRIATE AND UTILIZED), TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, AND DELIVER THE SAME TO THE EXCHANGE AGENT AT ONE OF ITS ADDRESSES
SET FORTH ON THE BACK COVER PAGE HEREOF PRIOR TO THE EXPIRATION DATE WITH
RESPECT TO SUCH OFFER AND EITHER (A) CERTIFICATES FOR THE DEPOSITARY SHARES
BEING TENDERED IN SUCH OFFER MUST BE RECEIVED BY THE EXCHANGE AGENT AT SUCH
ADDRESS OR (B) SUCH DEPOSITARY SHARES MUST BE TRANSFERRED PURSUANT TO THE
PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED BELOW AND A CONFIRMATION OF SUCH
BOOK-ENTRY TRANSFER MUST BE RECEIVED BY THE EXCHANGE AGENT, IN EACH CASE PRIOR
TO THE APPLICABLE EXPIRATION DATE, OR (II) COMPLY WITH THE GUARANTEED DELIVERY
PROCEDURES DESCRIBED BELOW. LETTERS OF TRANSMITTAL, DEPOSITARY SHARES AND ANY
OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO ANY
TRUST, GENERAL MOTORS, ANY DEALER MANAGER OR THE INFORMATION AGENT.
Special Procedure for Beneficial Owners. Any beneficial owner whose shares
of Depositary Shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and who wishes to tender such Depositary
Shares in an Offer should contact such registered Holder promptly and instruct
such registered Holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on its own behalf, such owner must, prior to
completing and executing the Letter of Transmittal relating to the series of
Depositary Shares subject to such Offer and delivering its Depositary Shares,
either make appropriate arrangements to register ownership of such Depositary
Shares in such owner's name or obtain a properly completed stock power from the
registered Holder. The transfer of registered ownership may take considerable
time and may not be able to be completed prior to the applicable Expiration
Date.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER DOCUMENTS IS AT
THE ELECTION AND RISK OF THE HOLDER. IF SENT BY MAIL, IT IS RECOMMENDED THAT (1)
REGISTERED MAIL, RETURN RECEIPT REQUEST, BE USED, (2) INSURANCE BE OBTAINED, AND
(3) THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE APPLICABLE EXPIRATION
DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE SUCH EXPIRATION DATE.
Signature Guarantees. If Depositary Shares tendered in an Offer are
registered in the name of the signer of the accompanying Letter of Transmittal
and the Preferred Securities to be issued in exchange therefor are
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to be issued (and any untendered Depositary Shares are to be reissued) in the
name of the registered Holder, the signature of such signer need not be
guaranteed. If the Depositary Shares tendered in an Offer are registered in the
name of someone other than the signer of the accompanying Letter of Transmittal,
or if Preferred Securities issued in exchange therefor are to be issued in the
name of any person other than the signer of the accompanying Letter of
Transmittal, such tendered Depositary Shares must be endorsed or accompanied by
written instructions of transfer in form satisfactory to the applicable Trust
and duly executed by the registered Holder, and the signature on the endorsement
or instrument of transfer must be guaranteed by a financial institution
(including most banks, savings and loans associations and brokerage houses) that
is a participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter referred to as an
"Eligible Institution"). If the Preferred Securities and/or the shares of
Depositary Shares are not exchanged pursuant to an Offer or are to be delivered
to an address other than that of the registered Holder appearing on the register
for such Depositary Shares, the signature in the accompanying Letter of
Transmittal must be guaranteed by an Eligible Institution.
Book-Entry Transfer. Each Trust understands that the Exchange Agent will
make a request promptly after the date of this Prospectus to establish accounts
with respect to the Depositary Shares tendered in its Offer at a Depository
Institution for the purpose of facilitating such Offer, and subject to the
establishment thereof, any financial institution that is a participant in a
Depository Institution's system may make book-entry delivery of Depositary
Shares in such Offer by causing the Depository Institution to transfer such
Depositary Shares into the Exchange Agent's account with respect to such
Depositary Shares in accordance with such Depository Institution's Automated
Tender Offer Program ("ATOP") procedures, if applicable, for such book-entry
transfers. However, the exchange for the Depositary Shares so tendered in an
Offer will only be made after timely confirmation (a "Book-Entry Confirmation")
of such Book-Entry Transfer of Depositary Shares into the Exchange Agent's
account with respect to such Offer, and timely receipt by the Exchange Agent of
an Agent's Message (as such term is defined in the next paragraph) and any other
documents required by the applicable Letter of Transmittal.
The term "Agent's Message" means a message, transmitted by a Depository
Institution and received by the Exchange Agent and forming a part of a
Book-Entry Confirmation, which states that such Depository Institution has
received an express acknowledgment from such participant tendering Depositary
Shares that is the subject to such Book-Entry Confirmation, that such
participant has received and agrees to be bound by the terms of the applicable
Letter of Transmittal, and that the applicable Trust may enforce such agreement
against such participant.
Guaranteed Delivery. If a Holder desires to participate in an Offer and
time will not permit the applicable Letter of Transmittal or Depositary Shares
to reach the Exchange Agent before the applicable Expiration Date or the
procedure for book-entry transfer cannot be completed on a timely basis, a
tender may be effected if the Exchange Agent has received at one of its
addresses on the back cover page hereof prior to the applicable Expiration Date,
a letter, telegram or facsimile transmission from an Eligible Institution
setting forth the name and address of the tendering Holder, the name(s) in which
the shares of Depositary Shares are registered and, if the shares of Depositary
Shares are held in certificated form, the certificate numbers of the Depositary
Shares to be tendered in such Offer, and stating that the tender is being made
thereby and guaranteeing that within three NYSE trading days after the date of
execution of such letter, telegram or facsimile transmission by the Eligible
Institution, such Depositary Shares in proper form for transfer, together with a
properly completed and duly executed Letter of Transmittal relating to the
series of Depositary Shares subject to such Offer (and any other required
documents), or, in the case of a Depository Institution, an Agent's Message,
will be delivered by such Eligible Institution. Unless the Depositary Shares
being tendered by the above-described method are deposited with the Exchange
Agent within the time period set forth above (accompanied or preceded by a
properly completed Letter of Transmittal relating to the series of Depositary
Shares subject to such Offer and any other required documents) or, in the case
of a Depository Institution, in accordance with such Depository Institution's
ATOP procedures, if applicable (along with an applicable Letter of Transmittal
or an Agent's Message) is received, the offering Trust may, at its option,
reject the tender. In addition to the copy being transmitted herewith, copies of
the applicable Notice of Guaranteed
47
<PAGE> 55
Delivery which may be used by Eligible Institutions for the purposes described
in this paragraph are available from the Exchange Agent and the Information
Agent.
Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Depositary Shares in connection with an Offer will be determined by the
applicable Trust, whose determination will be final and binding. Each Trust
reserves the absolute right to reject any or all tenders not in proper form or
the acceptance for exchange of which may, in the opinion of such Trust's
counsel, be unlawful. Each Trust also reserves the absolute right to waive any
defect or irregularity in the tender of any Depositary Shares in its Offer, and
each Trust's interpretation of the terms and conditions of its Offer (including
the instructions in the applicable Letter of Transmittal) will be final and
binding. None of the Series D Trust, the Series G Trust, General Motors, the
Exchange Agent, the Dealer Managers, the Information Agent or any other person
will be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
Tenders of Depositary Shares involving any irregularities will not be
deemed to have been made until such irregularities have been cured or waived.
Depositary Shares received by the Exchange Agent in connection with an Offer
that are not validly tendered and as to which the irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering Holder
(or in the case of Depositary Shares tendered by book-entry transfer into the
Exchange Agent's account at a Depository Institution, such Depositary Shares
will be credited to an account maintained at the Depository Institution
designated by the participant therein who so delivered such Depositary Shares),
unless otherwise requested by the Holder in the accompanying Letter of
Transmittal, as promptly as practicable after the applicable Expiration Date or
the withdrawal or termination of the applicable Offer.
LETTERS OF TRANSMITTAL
The Letter of Transmittal relating to each series of Depositary Shares
contains, among other things, the following terms and conditions, which are part
of the applicable Offer. The party tendering the Depositary Shares for exchange
pursuant to an Offer (the "Transferor") exchanges, assigns and transfers the
Depositary Shares to the applicable Trust, and irrevocably constitutes and
appoints the Exchange Agent as the Transferor's agent and attorney-in-fact to
cause such Depositary Shares to be assigned, transferred and exchanged in such
Offer. The Transferor represents and warrants that it has full power and
authority to tender, exchange, assign and transfer such Depositary Shares and to
acquire the Preferred Securities issuable upon the exchange of such tendered
Depositary Shares and that, when such Transferor's shares of Depositary Shares
are accepted for exchange, the applicable Trust will acquire good and
unencumbered title to such tendered Depositary Shares, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The Transferor also warrants that it will, upon request, execute and
deliver any additional documents deemed by such Trust to be necessary or
desirable to complete the exchange, assignment and transfer of tendered
Depositary Shares or transfer ownership of such Depositary Shares on the account
books maintained by the Depository Institution. All authority conferred by the
Transferor will survive the death, bankruptcy or incapacity of the Transferor
and every obligation of the Transferor shall be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of such
Transferor.
THERE IS A SEPARATE LETTER OF TRANSMITTAL FOR EACH OFFER.
WITHDRAWAL OF TENDERS
Tenders of Depositary Shares pursuant to an Offer may be withdrawn at any
time prior to the applicable Expiration Date and, unless accepted for exchange
by the offering Trust, may be withdrawn at any time after 40 Business Days after
the date of this Prospectus.
To be effective, a written notice of withdrawal with respect to an Offer
delivered by mail, hand delivery or facsimile transmission must be timely
received by the Exchange Agent at one of its addresses set forth on the back
cover page hereof. The method of notification is at the risk and election of the
Holder.
48
<PAGE> 56
Any such notice of withdrawal must specify (i) the Holder named in the
applicable Letter of Transmittal as having tendered Depositary Shares to be
withdrawn in such Offer, (ii) if the shares of Depositary Shares are held in
certificated form, the certificate numbers of the Depositary Shares to be
withdrawn, (iii) that such Holder is withdrawing his election to have such
Depositary Shares exchanged, (iv) the name of the registered Holder of such
Depositary Shares and (v) the series of Depositary Shares tendered. In addition,
the notice of withdrawal must be signed by the Holder in the same manner as the
original signature on the accompanying Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to the
applicable Trust that the person withdrawing the tender has succeeded to the
beneficial ownership of the Depositary Shares being withdrawn. The Exchange
Agent will return the properly withdrawn Depositary Shares promptly following
receipt of notice of withdrawal. If shares of Depositary Shares have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at a Depository
Institution to be credited with the withdrawn Depositary Shares and otherwise
comply with such Depository Institution procedures. All questions as to the
validity of notice of withdrawal, including time of receipt, will be determined
by the applicable Trust, and such determination will be final and binding on all
parties.
Withdrawals of tenders of Depositary Shares may not be rescinded and any
Depositary Shares withdrawn will thereafter be deemed not validly tendered for
purposes of any Offer. Properly withdrawn Depositary Shares, however, may be
retendered by following the procedures therefor described elsewhere herein at
any time prior to the applicable Expiration Date. See "--Procedures for
Tendering."
Upon the terms and subject to the conditions of its Offer, including the
Minimum Distribution Condition and the Minimum Holders Condition, each Trust
will accept for exchange any and all Depositary Shares that have been validly
tendered in its Offer, and not withdrawn prior to the Expiration Date for its
Offer.
Each Trust expressly reserves the right, in its sole discretion, to delay
acceptance for exchange of Depositary Shares tendered under its Offer and the
delivery of its Preferred Securities with respect to the Depositary Shares
accepted for exchange in its Offer (subject to Rules 13e-4 and 14e-1 under the
Exchange Act, which require that General Motors and the applicable Trust
consummate such Offer or return the Depositary Shares deposited by or on behalf
of the holders thereof promptly after the termination or withdrawal of such
Offer), or to amend, withdraw or terminate its Offer, at any time prior to the
applicable Expiration Date for any of the reasons set forth in "--Conditions to
the Offers" and "--Expiration Dates; Extensions; Amendments; Termination."
If a Trust decides, in its sole discretion, to decrease the number of
shares of Depositary Shares sought in its Offer or to increase or decrease the
consideration offered to holders of Depositary Shares in its Offer, and if such
Offer is scheduled to expire less than ten (10) Business Days from and including
the date that notice of such increase or decrease is first published, sent or
given in the manner specified in "--Expiration Dates; Extensions; Amendments;
Termination," then such Offer will be extended for a minimum of ten (10)
Business Days from and including the date of such notice.
All Depositary Shares not accepted pursuant to an Offer will be returned to
the tendering holders at the offering Trust's expense as promptly as practicable
following the applicable Expiration Date.
49
<PAGE> 57
EXCHANGE AGENT AND INFORMATION AGENT
The First National Bank of Boston has been appointed as Exchange Agent for
each of the Offers.
The Exchange Agent is:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<C> <C>
If delivered by Facsimile, to: If delivered by Hand, to:
(For Eligible Institutions Only) Securities Transfer
The First National Bank of Boston & Reporting Services
(617) 575-2233 55 Broadway, Third Floor
(Confirm Receipt by Telephone: (800) 331-9922) New York, New York 10006
If delivered by Mail, to: If delivered by Overnight Courier, to:
The First National Bank of Boston The First National Bank of Boston
Shareholder Services Division Shareholder Services Division
P.O. Box 9360 Mail Stop 45-02-53
Mail Stop 45-02-53 150 Royall Street
Boston, Massachusetts 02205-9360 Canton, Massachusetts 02021
</TABLE>
Georgeson & Company Inc. has been retained as the Information Agent to
assist in connection with each of the Offers. Questions and requests for
assistance regarding the Offers, requests for additional copies of this
Prospectus, the Letters of Transmittal and requests for Notices of Guaranteed
Delivery may be directed to the Information Agent.
The Information Agent is:
GEORGESON & COMPANY INC. LOGO
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
In connection with each Offer, General Motors will pay the Exchange Agent
and Information Agent reasonable and customary fees for their services and will
reimburse them for all their reasonable out-of-pocket expenses in connection
therewith.
DEALER MANAGERS; SOLICITING DEALERS
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Smith Barney Inc.,
Morgan Stanley & Co. Incorporated, PaineWebber Incorporated and Prudential
Securities Incorporated, as Dealer Managers for the Offers, have agreed to
solicit exchanges of Depositary Shares for Preferred Securities. The fee payable
by General Motors to the Dealer Managers is, in the aggregate, $0.125 per
Depositary Share validly tendered and accepted for exchange pursuant to the
Offers plus any amount that the Dealer Managers may be entitled to pursuant to
the next paragraph. General Motors will also reimburse the Dealer Managers for
certain reasonable out-of-pocket expenses in connection with the Offers and
General Motors and the Trusts will indemnify the Dealer Managers against certain
liabilities, including liabilities under the Securities Act. The Dealer Managers
engage in transactions with, and from time to time have performed services for,
General Motors. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and PaineWebber Incorporated each acted as underwriter for the issuance of each
series of the Depositary Shares and Prudential Securities Incorporated acted as
underwriter for the issuance of the Series G 9.12% Depositary Shares.
General Motors will pay to a Soliciting Dealer a solicitation fee for all
Depositary Shares validly tendered and accepted pursuant to the Offers of $0.50
per Depositary Share (except that in the case of transactions equal to or
exceeding 10,000 Depositary Shares of any given series, General Motors will pay
a solicitation fee of $0.25 per Depositary Share), in each case subject to
certain conditions. As used in this Prospectus,
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<PAGE> 58
"Soliciting Dealer" includes (i) any broker or dealer in securities, including
each Dealer Manager in its capacity as a broker or dealer, who is a member of
any national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD who agrees to conform to the NASD's Rules of Fair
Practice in soliciting tenders outside the United States to the same extent as
though it were an NASD member, or (iii) any bank or trust company, any one of
whom has solicited and obtained a tender pursuant to the Offers. No solicitation
fee shall be payable to a Soliciting Dealer with respect to the tender of shares
of Depositary Shares by the Holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer as such in the box captioned
"Solicited Tenders."
Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with an Offer consist solely of forwarding to clients materials
relating to such Offer, including this Prospectus and the applicable Letter of
Transmittal, and tendering Depositary Shares as directed by beneficial owners
thereof; provided that under no circumstances shall any fee be paid to
Soliciting Dealers more than once with respect to any Depositary Share. No
Soliciting Dealer is required to make any recommendation to holders of
Depositary Shares as to whether to tender or refrain from tendering in an Offer.
No assumption is made, in making payment to any Soliciting Dealer, that its
activities in connection with an Offer included any activities other than those
described above, and for all purposes noted in all materials relating to an
Offer, the term "solicit" shall be deemed to mean no more than "processing
Depositary Receipts for Depositary Shares tendered" or "forwarding to customers
materials regarding an Offer."
If tendered shares of Depositary Shares are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with Depository
Institutions, the Soliciting Dealer must return a Notice of Solicited Tenders
(included in the materials provided to brokers and dealers) to the Exchange
Agent within three trading days after the applicable Expiration Date in order to
receive a solicitation fee. No solicitation fee shall be payable to a Soliciting
Dealer in respect of shares of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such shares of Depositary Shares are being held by such Soliciting Dealer
as nominee and such shares of Depositary Shares are being tendered for the
benefit of one or more beneficial owners identified on the accompanying Letter
of Transmittal or the Notice of Solicited Tenders. No solicitation fee shall be
payable to the Soliciting Dealer with respect to the tender of Depositary Shares
by the Holder of record, for the benefit of the beneficial owner, unless the
beneficial owner has designated such Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering Holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of General Motors, the
Series D Trust, the Series G Trust, the Trustees, the Exchange Agent, the
Information Agent or the Dealer Managers for purposes of the Offers.
Other than as described above, General Motors will not pay any solicitation
fees to any broker, dealer, bank, trust company or other person for any
Depositary Shares exchanged in connection with the Offers. General Motors will
reimburse such persons for customary handling and mailing expenses incurred in
connection with the Offers.
Additional solicitations may be made by telephone, in person or otherwise
by officers and regular employees of General Motors and its affiliates. No
additional compensation will be paid to any such officers and employees who
engage in soliciting tenders.
LISTING AND TRADING OF PREFERRED SECURITIES AND DEPOSITARY SHARES
Each of the Series D Preferred Securities and the Series G Preferred
Securities constitutes a new issue of securities of the applicable Trust with no
established trading market. While application will be made to list each series
of the Preferred Securities on the NYSE, there can be no assurance that an
active market for either series of the Preferred Securities will develop or be
sustained in the future on such exchange. Although
51
<PAGE> 59
the Dealer Managers have indicated to each Trust that they intend to make a
market in its Preferred Securities following the applicable Expiration Date as
permitted by applicable laws and regulations prior to the commencement of
trading on the NYSE, they are not obligated to do so and may discontinue any
such market-making at any time without notice. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, either series of the
Preferred Securities. In order to satisfy the NYSE listing requirements,
acceptance of Depositary Shares validly tendered in each Offer is subject to the
Minimum Distribution Condition, which condition may not be waived.
Following each applicable Expiration Date, and in accordance with and
subject to applicable law, General Motors may from time to time acquire
Depositary Shares of the series tendered in the applicable Offer in the open
market, by tender offer, subsequent exchange offer or otherwise. To the extent
that any such acquisition of Depositary Shares causes the number of outstanding
Depositary Shares for any series of Preference Stock to be less than 100,000,
the NYSE may delist such Depositary Shares from the NYSE and the trading market
for such outstanding Depositary Shares could be adversely affected. General
Motors' decision to make such acquisitions is dependent on many factors,
including market conditions in effect at the time of any contemplated
acquisition. Accordingly, General Motors cannot predict whether and to what
extent it may acquire any additional Depositary Shares and the consideration to
be paid therefor. In addition, if an Offer is substantially subscribed, there
would be a significant risk that round lot holdings of Depositary Shares
outstanding following such Offer would be limited. See "Risk Factors and Special
Considerations Relating to the Offers--Potential Risks to Exchanging
Holders--Lack of Established Trading Market for Preferred Securities" and
"--Potential Risks to Non-Exchanging Holders--Reduced Trading Market for
Depositary Shares."
TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OFFERS
Except as described herein, there are no contracts, arrangements,
understandings or relationships in connection with either Offer between General
Motors or any of its directors or executive officers, the offering Trust or its
Trustees and any person with respect to any securities of General Motors or such
Trust, including the Junior Subordinated Debentures to be purchased by such
Trust, the Depositary Shares subject to such Offer and the Preferred Securities
to be issued by such Trust.
FEES AND EXPENSES; TRANSFER TAXES
The expenses of soliciting tenders of the Depositary Shares in each Offer
will be borne by General Motors. For information regarding compensation to be
paid to the Dealer Managers and Soliciting Dealers, see "The Offer--Dealer
Managers; Soliciting Dealers." The total cash expenditures to be incurred in
connection with the Series D Offer, other than fees payable to the Dealer
Managers and Soliciting Dealers, but including the expenses of the Dealer
Managers, printing, accounting and legal fees, and the fees and expenses of the
Exchange Agent, the Information Agent, the Institutional Trustee, the Guarantee
Trustee and the Delaware Trustee, in each case with respect to the Series D
Offer, are estimated to be approximately $350,000. The total cash expenditures
to be incurred in connection with the Series G Offer, other than fees payable to
the Dealer Managers and Soliciting Dealers, but including the expenses of the
Dealer Managers, printing, accounting and legal fees, and the fees and expenses
of the Exchange Agent, the Information Agent, the Institutional Trustee, the
Guarantee Trustee and the Delaware Trustee, in each case with respect to the
Series G Offer, are estimated to be approximately $585,000. General Motors will
pay all transfer taxes, if any, applicable to the exchange of Depositary Shares
pursuant to each Offer. If, however, certificates representing Preferred
Securities or Depositary Shares not tendered or accepted for exchange in an
Offer are to be delivered to, or are to be issued in the name of, any person
other than the registered holder of the Depositary Shares tendered or if a
transfer tax is imposed for any reason other than the exchange of Depositary
Shares pursuant to such Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or any other persons) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the applicable Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
Holder.
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<PAGE> 60
PRICE RANGES OF DEPOSITARY SHARES
The Depositary Shares are listed and principally traded on the NYSE. The
following tables set forth, for each period shown, the high and low sales prices
of the Depositary Shares as reported on the NYSE Composite Tape. The Series D
7.92% Preference Stock underlying the Series D 7.92% Depositary Shares was
issued on July 15, 1992, and the Series G 9.12% Preference Stock underlying the
Series G 9.12% Depositary Shares was issued on December 9, 1991. For recent
closing prices of the Depositary Shares, see the cover page of this Prospectus.
<TABLE>
<CAPTION>
SERIES D 7.92% DEPOSITARY SHARES
--------------------------------------
DIVIDENDS
DECLARED PER
HIGH LOW DEPOSITARY SHARE
---- --- ----------------
<S> <C> <C> <C>
1996
1st Quarter............................................... 27.000 26.000 $0.495
2nd Quarter............................................... 26.250 25.375 0.495
3rd Quarter............................................... 26.500 25.375 0.495
4th Quarter............................................... 26.625 25.750 0.495
1997
1st Quarter............................................... 27.000 25.875 0.495
2nd Quarter (through May 30, 1997)........................ 26.410 25.750 0.495
<CAPTION>
SERIES G 9.12% DEPOSITARY SHARES
--------------------------------------
DIVIDENDS
DECLARED PER
HIGH LOW DEPOSITARY SHARE
------ ------ ----------------
<S> <C> <C> <C>
1996
1st Quarter............................................... 28.875 27.875 $ 0.57
2nd Quarter............................................... 28.750 27.250 0.57
3rd Quarter............................................... 28.250 27.375 0.57
4th Quarter............................................... 28.875 27.375 0.57
1997
1st Quarter............................................... 28.875 27.750 0.57
2nd Quarter (through May 30, 1997)........................ 28.750 27.625 0.57
</TABLE>
53
<PAGE> 61
DESCRIPTION OF THE PREFERRED SECURITIES
The Preferred Securities of a Trust will be issued pursuant to the terms of
the Declaration relating to such Trust. Each Declaration will be qualified as an
indenture under the Trust Indenture Act. The Institutional Trustee of both
Trusts, Wilmington Trust Company will act as indenture trustee for the Preferred
Securities of each Trust under the applicable Declaration for purposes of
compliance with the provisions of the Trust Indenture Act. The terms of each
series of the Preferred Securities will include those stated in the applicable
Declaration and those made part of such Declaration by the Trust Indenture Act.
The following summary of the material terms and provisions of each series of the
Preferred Securities does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the applicable Declaration, a copy of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part, the Business Trust Act and the Trust Indenture Act.
GENERAL
The Declaration relating to a Trust authorizes the Regular Trustees of such
Trust to issue on behalf of such Trust its Trust Securities, which represent
undivided beneficial interests in the assets of such Trust. All of the Common
Securities of each Trust will be owned, directly or indirectly, by General
Motors. The Common Securities of a Trust rank pari passu, and payments will be
made thereon on a pro rata basis, with the Preferred Securities of such Trust,
except that upon the occurrence and during the continuance of a Declaration
Event of Default in respect of such Trust, the rights of the holders of such
Common Securities to receive payment of periodic distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of such Preferred Securities. The Declaration relating to each Trust
does not permit the issuance by such Trust of any securities other than its
Trust Securities or the incurrence of any indebtedness by such Trust. Pursuant
to each Declaration, the Institutional Trustee of each Trust will own the Junior
Subordinated Debentures purchased by such Trust for the benefit of the holders
of the Trust Securities of such Trust. The payment of distributions out of money
held by each Trust, and payments upon redemption of its Preferred Securities or
liquidation of such Trust, are guaranteed by General Motors to the extent
described under "Description of the Preferred Securities Guarantees". The
Preferred Securities Guarantees relating to both Trusts will be held by
Wilmington Trust Company, the Guarantee Trustee for each Trust, in each case for
the benefit of the holders of the Preferred Securities of the applicable Trust.
The Preferred Securities Guarantees do not cover payment of distributions when a
Trust does not have sufficient available funds to pay such distributions. In
such event, the remedy of a holder of a Trust's Preferred Securities is to vote
to direct the applicable Institutional Trustee to enforce such Institutional
Trustee's rights under the Junior Subordinated Debentures held by such Trust
except in the circumstances in which there is a default in the payment of
distributions, including when such Trust does not have sufficient available
funds to pay such distribution, in which case the holder may take Direct Action.
See "--Voting Rights" and "--Declaration Events of Default."
DISTRIBUTIONS
Series D Preferred Securities. Distributions on the Series D Preferred
Securities will be fixed at a rate per annum of 8.67% of the stated liquidation
amount of $25 per Series D Preferred Security. Distributions in arrears for more
than one quarter will bear interest thereon at the rate per annum of 8.67%,
compounded quarterly. The term "distribution" as used herein includes any such
interest payable unless otherwise stated. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months.
In addition, holders of Series D Preferred Securities will be entitled to
an additional cash distribution at the rate of 7.92% per annum of the
liquidation amount thereof from April 1, 1997 through and including the Series D
Expiration Date in lieu of dividends accumulating and unpaid from April 1, 1997
on their Series D 7.92% Depositary Shares accepted for exchange in the Series D
Offer, such additional distribution to be made on August 1, 1997 to holders of
the Series D Preferred Securities on the record date for such distribution.
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<PAGE> 62
Distributions on the Series D Preferred Securities will be cumulative, will
accrue from and including the Series D Accrual Date, and, except as otherwise
described below, will be payable quarterly on February 1, May 1, August 1 and
November 1 of each year, commencing August 1, 1997, when, as and if available
for payment.
Series G Preferred Securities. Distributions on the Series G Preferred
Securities will be fixed at a rate per annum of 9.87% of the stated liquidation
amount of $25 per Series G Preferred Security. Distributions in arrears for more
than one quarter will bear interest thereon at the rate per annum of 9.87%,
compounded quarterly. The term "distribution" as used herein includes any such
interest payable unless otherwise stated. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months.
In addition, holders of Series G Preferred Securities will be entitled to
an additional cash distribution at the rate of 9.12% per annum of the
liquidation amount thereof from April 1, 1997 through and including the Series G
Expiration Date in lieu of dividends accumulating and unpaid from April 1, 1997
on their Series G 9.12% Depositary Shares accepted for exchange in the Series G
Offer, such additional distribution to be made on August 1, 1997 to holders of
the Series G Preferred Securities on the record date for such distribution.
Distributions on the Series G Preferred Securities will be cumulative, will
accrue from and including the Series G Accrual Date, and, except as otherwise
described below, will be payable quarterly on February 1, May 1, August 1 and
November 1 of each year, commencing August 1, 1997, when, as and if available
for payment.
General Motors has the right under the Indenture as it relates to a Trust
to defer payments of interest on the Junior Subordinated Debentures held by such
Trust by extending the interest payment period from time to time on such Junior
Subordinated Debentures, which, if exercised, would defer quarterly
distributions on the related Preferred Securities (though such distributions
would continue to accrue with interest since interest would continue to accrue
on such Junior Subordinated Debentures) during any such Extension Period. Such
right to extend the interest payment period for such Junior Subordinated
Debentures is limited to a period not exceeding 20 consecutive quarters and such
period may not extend beyond the Stated Maturity of such Junior Subordinated
Debentures. In the event that General Motors exercises this right, then (i)
General Motors shall not declare or pay any dividend on, make a distribution
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its capital stock (other than (a) purchases or
acquisitions of shares of General Motors Common Stock in connection with the
satisfaction by General Motors of its obligations under any employee benefit
plans or any other contractual obligation of General Motors (other than a
contractual obligation ranking pari passu with or junior to the Junior
Subordinated Debentures), (b) the issuance of capital stock in connection with a
recapitalization or reclassification of General Motors capital stock or the
exchange or conversion of one class or series of General Motors' capital stock
for another class or series of General Motors capital stock, in each case by
merger or otherwise, or (c) the purchase of fractional interests in shares of
General Motors' capital stock pursuant to the conversion or exchange provisions
of such General Motors capital stock or the security being converted or
exchanged), (ii) General Motors shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by General Motors that rank pari passu with or junior to such
Junior Subordinated Debentures (including the other series of Junior
Subordinated Debentures) and (iii) General Motors shall not make any guarantee
payments with respect to the foregoing (other than pursuant to the applicable
Preferred Securities Guarantee). Since the Series D Junior Subordinated
Debentures and the Series G Junior Subordinated Debentures rank pari passu with
each other, if General Motors elects to extend the interest payment period on
one series of Junior Subordinated Debentures it will not be permitted to make
payments on the other series. Prior to the termination of any such Extension
Period, General Motors may further extend the interest payment period; provided,
that such Extension Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarters or extend beyond the
Stated Maturity of such series of Junior Subordinated Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due,
General Motors may select a new Extension Period, subject to the above
requirements. See "Description of the Junior Subordinated Debentures--Interest"
and "--Options to Extend Interest Payment Periods." If distributions are
deferred with respect to any series of Preferred Securities, the
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deferred distributions and accrued interest thereon shall be paid to holders of
record of such Preferred Securities as they appear on the books and records of
the applicable Trust on the record date next following the termination of such
Extension Period.
Distributions on the Preferred Securities of a Trust must be paid on the
dates payable to the extent that such Trust has funds available for the payment
of such distributions in its Property Account. Each Trust's funds available for
distribution to the holders of its Preferred Securities will be limited to
payments received from General Motors on the underlying Junior Subordinated
Debentures held by such Trust. See "Description of the Junior Subordinated
Debentures." The payment of distributions out of moneys held by each Trust is
guaranteed by General Motors to the extent set forth under "Description of the
Preferred Securities Guarantees."
Distributions on the Preferred Securities of a Trust will be made to the
holders thereof as they appear on the books and records of such Trust on the
relevant record dates, which in each case will be the 15th day of the month
immediately preceding the month which includes the relevant distribution date.
The Declaration relating to each Trust provides that the payment dates or record
dates for the Preferred Securities of a Trust shall be the same as the payment
dates and record dates for the Junior Subordinated Debentures held by such
Trust. Distributions payable on any Preferred Securities that are not punctually
paid on any distribution date as a result of General Motors having failed to
make the corresponding interest payment on the applicable series of Junior
Subordinated Debentures will forthwith cease to be payable to the person in
whose name such Preferred Security is registered on the relevant record date,
and such defaulted distribution will instead be payable to the person in whose
name such Preferred Security is registered on the special record date
established by the Regular Trustees of such Trust, which record date shall
correspond to the special record date or other specified date determined in
accordance with the Indenture; provided, however, that distributions shall not
be considered payable on any distribution payment date falling within an
Extension Period unless General Motors has elected to make a full or partial
payment of interest accrued on such Junior Subordinated Debentures on such
distribution payment date. Distributions on the Preferred Securities of each
Trust will be paid by such Trust. All distributions paid with respect to the
Trust Securities of each Trust shall be paid on a pro rata basis to the holders
thereof entitled thereto. If any date on which distributions are to be made on
the Preferred Securities is not a Business Day, then payment of the distribution
to be made on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. A "Business
Day" shall mean any day other than Saturday, Sunday or any other day on which
banking institutions in New York, New York or Wilmington, Delaware are permitted
or required by any applicable law to close.
MANDATORY REDEMPTION
Series D Junior Subordinated Debentures. The Series D Junior Subordinated
Debentures will mature on July 1, 2012, which date may be shortened as provided
herein. Upon the repayment of the Series D Junior Subordinated Debentures at
maturity, the proceeds from such repayment shall simultaneously be applied to
redeem Series D Trust Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Series D Junior Subordinated Debentures so
repaid at a redemption price of $25 per Series D Trust Security, plus accrued
and unpaid distributions thereon. Moreover, the Series D Junior Subordinated
Debentures are redeemable, in whole or in part, at any time on or after August
1, 1999, at the Series D Optional Prepayment Price or in whole but not in part,
prior to August 1, 1999, upon the occurrence of a Tax Event, at the Series D Tax
Event Prepayment Price. See "Description of the Junior Subordinated Debentures."
Upon the repayment of the Series D Junior Subordinated Debentures prior to the
Series D Stated Maturity, the proceeds from such repayment or payment shall
simultaneously be applied to redeem Series D Trust Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Series D Junior Subordinated Debentures so redeemed at the applicable Redemption
Price (as defined herein); provided, that holders of Series D Trust Securities
shall be given not less than 30 nor more than 60 days notice of such redemption.
Such notice can be given either before or after repayment of the Series D
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Junior Subordinated Debentures. The Series D Redemption Price and the Series G
Redemption Price are each a "Redemption Price." See "Description of the Junior
Subordinated Debentures--Optional Redemptions." In the event that fewer than all
of the outstanding Series D Preferred Securities are to be redeemed, the Series
D Preferred Securities will be redeemed pro rata.
Series G Junior Subordinated Debentures. The Series G Junior Subordinated
Debentures will mature on July 1, 2012, which date may be shortened as provided
herein. Upon the repayment of the Series G Junior Subordinated Debentures at
maturity, the proceeds from such repayment shall simultaneously be applied to
redeem Series G Trust Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Series G Junior Subordinated Debentures so
repaid at a redemption price of $25 per Series G Trust Security, plus accrued
and unpaid distributions thereon. Moreover, the Series G Junior Subordinated
Debentures are redeemable, in whole or in part, at any time on or after January
1, 2001, at the Series G Optional Prepayment Price or in whole but not in part,
prior to January 1, 2001, upon the occurrence of a Tax Event, at the Series G
Tax Event Prepayment Price. See "Description of the Junior Subordinated
Debentures." Upon the repayment of the Series G Junior Subordinated Debentures
prior to the Series G Stated Maturity, the proceeds from such repayment or
payment shall simultaneously be applied to redeem Series G Trust Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Series G Junior Subordinated Debentures so redeemed at the applicable
Redemption Price; provided, that holders of Series G Trust Securities shall be
given not less than 30 nor more than 60 days notice of such redemption. Such
notice can be given either before or after repayment of the Series G Junior
Subordinated Debentures. See "Description of the Junior Subordinated
Debentures--Optional Redemptions." In the event that fewer than all of the
outstanding Series G Preferred Securities are to be redeemed, the Series G
Preferred Securities will be redeemed pro rata.
TAX EVENT REDEMPTIONS
Series D Tax Event. If, prior to August 1, 1999, a Tax Event in respect of
the Series D Trust shall occur and be continuing, General Motors shall have the
right, upon not less than 30 and no more than 60 days notice to holders of the
Series D Junior Subordinated Debentures, at its option, to redeem the Series D
Junior Subordinated Debentures, in whole (but not in part), for cash within 90
days following the occurrence of such Tax Event at a prepayment price (the
"Series D Tax Event Prepayment Price") equal to (i) 105% of the principal amount
of the Series D Junior Subordinated Debentures if such Series D Junior
Subordinated Debentures are prepaid during the period commencing on the Series D
Accrual Date through and including July 31, 1997 and (ii) the percentage of the
principal amount of the Junior Subordinated Debentures specified below, if such
Series D Junior Subordinated Debentures are prepaid during the 12-month period
beginning August 1 of the years indicated below plus, in each case, accrued and
unpaid interest thereon to the date of prepayment:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
1997........................................................ 105 %
1998........................................................ 102.5
1999 and thereafter......................................... 100
</TABLE>
Following such redemption, all Series D Trust Securities shall be redeemed
by the Series D Trust at a redemption price equal to the Series D Tax Event
Prepayment Price (the "Series D Tax Event Redemption Price").
Series G Tax Event. If, prior to January 1, 2001, a Tax Event in respect of
the Series G Trust shall occur and be continuing, General Motors shall have the
right, upon not less than 30 and no more than 60 days notice to holders of the
Series G Junior Subordinated Debentures, at its option, to redeem the Series G
Junior Subordinated Debentures, in whole (but not in part), for cash within 90
days following the occurrence of such Tax Event at a prepayment price (the
"Series G Tax Event Prepayment Price") equal to (i) 114% of the principal amount
of the Series G Junior Subordinated Debentures if such Series G Junior
Subordinated Debentures are prepaid during the period commencing on the Series G
Accrual Date through and including December 31, 1997 and (ii) the percentage of
the principal amount of the Junior Subordinated Debentures
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specified below, if such Series G Junior Subordinated Debentures are prepaid
during the 12-month period beginning January 1 of the years indicated below
plus, in each case, accrued and unpaid interest thereon to the date of
prepayment:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
1998........................................................ 110.5%
1999........................................................ 107
2000........................................................ 103.5
2001 and thereafter......................................... 100
</TABLE>
Following such redemption, all Series G Trust Securities shall be redeemed
by the Series G Trust at a redemption price equal to the Series G Tax Event
Prepayment Price (the "Series G Tax Event Redemption Price").
A "Tax Event" means, with respect to a Trust, that the Regular Trustees of
such Trust shall have received an opinion of nationally recognized independent
tax counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of original issuance
of the Junior Subordinated Debentures held by such Trust, there is more than an
insubstantial risk that (i) such Trust is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to
income received or accrued on such Junior Subordinated Debentures, (ii) interest
payable by General Motors on such Junior Subordinated Debentures is not, or
within 90 days of the date of such opinion will not be, deductible by General
Motors, in whole or in part, for United States federal income tax purposes, or
(iii) such Trust is, or will be within 90 days of the date of such opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.
DISTRIBUTIONS OF THE JUNIOR SUBORDINATED DEBENTURES
General Motors will have the right at any time to dissolve and liquidate
each Trust and cause the Junior Subordinated Debentures held by such Trust to be
distributed to the holders of the Trust Securities of such Trust. If such Junior
Subordinated Debentures are distributed to the holders of such Preferred
Securities, General Motors will use its best efforts to cause such Junior
Subordinated Debentures to be listed on the NYSE or on such other exchange as
the related Preferred Securities are then listed.
On the date for any distribution of Junior Subordinated Debentures held by
a Trust upon dissolution of such Trust, (i) its Preferred Securities will no
longer be deemed to be outstanding, (ii) the Depository Institution (as defined
herein) for such Trust or its nominee, as the record holder of its Trust
Securities, will receive a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution, and (iii) any certificates representing its Trust Securities not
held by such Depository Institution or its nominee will be deemed to represent
Junior Subordinated Debentures having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on, such Preferred Securities until such certificates are
presented to General Motors or its agent for transfer or reissuance.
There can be no assurance as to the market prices for either the Preferred
Securities or the Junior Subordinated Debentures that may be distributed in
exchange for the Preferred Securities if a dissolution and liquidation of a
Trust were to occur. Accordingly, the Preferred Securities or the Junior
Subordinated Debentures may trade at a discount to the price that the investor
paid to purchase the Preferred Securities offered hereby.
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REDEMPTION PROCEDURES
A Trust may not redeem fewer than all of its outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all of
its Preferred Securities for all quarterly distribution periods terminating on
or prior to the date of redemption.
If a Trust gives a notice of redemption in respect of its Preferred
Securities (which notice will be irrevocable), then immediately prior to the
close of business on the redemption date, provided that General Motors has paid
to such Trust a sufficient amount of cash in connection with the related
redemption or maturity of the underlying Junior Subordinated Debentures held by
such Trust, distributions will cease to accrue on its Preferred Securities
called for redemption, such Preferred Securities shall no longer be deemed to be
outstanding and all rights of holders of such Preferred Securities so called for
redemption will cease, except the right of the holders of such Preferred
Securities to receive the applicable Redemption Price, but without interest on
such Redemption Price. Neither such Trust nor its Trustees shall be required to
register or cause to be registered the transfer of any Preferred Securities
which have been so called for redemption. If any date fixed for redemption of
Preferred Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date fixed for redemption. If General
Motors fails to repay Junior Subordinated Debentures held by such Trust on
maturity or on the date fixed for a redemption or if payment of the Redemption
Price in respect of the related Preferred Securities is improperly withheld or
refused and not paid by such Trust or by General Motors pursuant to the
applicable Preferred Securities Guarantee described under "Description of the
Preferred Securities Guarantee," distributions on such Preferred Securities will
continue to accrue from the original redemption date of such Preferred
Securities to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating such
Redemption Price.
Neither Trust shall be required to (i) issue, or register the transfer or
exchange of, any Trust Securities during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of its Trust
Securities and ending at the close of business on the day of the mailing of the
relevant notice of redemption and (ii) register the transfer or exchange of its
Trust Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any Trust Securities being redeemed in part.
In the event that fewer than all of the outstanding Preferred Securities of
any Trust are to be redeemed, such Preferred Securities will be redeemed pro
rata with the Common Securities of such Trust.
Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), General Motors or its subsidiaries may
at any time, and from time to time, purchase outstanding Preferred Securities by
tender, in the open market or by private agreement.
LIQUIDATION DISTRIBUTIONS UPON DISSOLUTION
General Motors will have the right at any time to dissolve and liquidate
each Trust and cause the Junior Subordinated Debentures held by such Trust to be
distributed to the holders of its Trust Securities. General Motors has no
present intention to take such action with respect to either Trust. If such
Junior Subordinated Debentures are distributed to the holders of the Preferred
Securities of such Trust, General Motors will use its best efforts to cause such
Junior Subordinated Debentures to be listed on the NYSE or on such other
exchange as such Preferred Securities are then listed.
In the event of any other voluntary or involuntary liquidation,
dissolution, winding-up or termination of a Trust (each, a "Liquidation" with
respect to the applicable Trust), the then holders of the Trust Securities of
such Trust will be entitled to receive out of the assets of such Trust, after
satisfaction of liabilities to creditors, distributions in an amount equal to
the aggregate of the stated liquidation amount of $25 per Trust Security plus
accrued and unpaid distributions thereon to the date of payment (with respect to
such Trust, the "Liquidation Distribution"), unless, in connection with such
Liquidation, Junior Subordinated Debentures in
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an aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accrued and unpaid distributions on, the
Trust Securities of such Trust have been distributed on a pro rata basis to the
holders of its Trust Securities. If, upon any such Liquidation, the Liquidation
Distribution can be paid only in part because such Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then the
Preferred Securities of such Trust shall have a preference over its Common
Securities with regard to such distributions.
Pursuant to the Series D Declaration, the Series D Trust shall dissolve (i)
on April 11, 2052, the expiration of the term of the Series D Trust, (ii) upon
the bankruptcy of General Motors or the Series D Trust, (iii) upon the filing of
a certificate of dissolution or its equivalent with respect to General Motors,
the filing of a certificate of cancellation with respect to the Series D Trust
after obtaining the consent of the holders of at least a majority in liquidation
amount of its Trust Securities affected thereby, voting together as a single
class to file such certificate of cancellation, or the revocation of the charter
of General Motors and the expiration of 90 days after the date of revocation
without a reinstatement thereof, (iv) upon the distribution of Series D Junior
Subordinated Debentures to the holders of the Series D Preferred Securities, (v)
upon the entry of a decree of a judicial dissolution of General Motors or the
Series D Trust, or (vi) upon the redemption of all its Trust Securities.
Pursuant to the Series G Declaration, the Series G Trust shall dissolve (i)
on April 11, 2052, the expiration of the term of the Series G Trust, (ii) upon
the bankruptcy of General Motors or the Series G Trust, (iii) upon the filing of
a certificate of dissolution or its equivalent with respect to General Motors,
the filing of a certificate of cancellation with respect to the Series G Trust
after obtaining the consent of the holders of at least a majority in liquidation
amount of its Trust Securities affected thereby, voting together as a single
class to file such certificate of cancellation, or the revocation of the charter
of General Motors and the expiration of 90 days after the date of revocation
without a reinstatement thereof, (iv) upon the distribution of Series G Junior
Subordinated Debentures to the holders of the Series G Preferred Securities, (v)
upon the entry of a decree of a judicial dissolution of General Motors or the
Series G Trust, or (vi) upon the redemption of all its Trust Securities.
DECLARATION EVENTS OF DEFAULT
An event of default under the Indenture with respect to a series of Junior
Subordinated Debentures (each, an "Indenture Event of Default" with respect to
such Junior Subordinated Debentures) constitutes an event of default under the
applicable Declaration with respect to the Trust Securities of the applicable
Trust (each, a "Declaration Event of Default" with respect to the applicable
Trust); provided, that pursuant to each Declaration, the holder of the Common
Securities of such Trust will be deemed to have waived any Declaration Event of
Default with respect to such Common Securities until all Declaration Events of
Default with respect to the related Preferred Securities have been cured, waived
or otherwise eliminated. Until such Declaration Events of Default with respect
to such Preferred Securities have been so cured, waived or otherwise eliminated,
the Institutional Trustee of such Trust will be deemed to be acting solely on
behalf of the holders of its Preferred Securities and only the holders of the
Preferred Securities will have the right to direct such Institutional Trustee
with respect to certain matters under such Declaration, and therefore under the
Indenture. If a Declaration Event of Default with respect to such Preferred
Securities is waived by holders of such Preferred Securities, such waiver will
also constitute the waiver of such Declaration Event of Default with respect to
the related Common Securities for all purposes under such Declaration, without
any further act, vote or consent of the holders of such Common Securities. If
such Institutional Trustee fails to enforce its rights under the applicable
series of Junior Subordinated Debentures after a holder of the related Preferred
Securities has made a written request, such holder of record of Preferred
Securities may institute a legal proceeding against General Motors to enforce
such Institutional Trustee's rights under such Junior Subordinated Debentures
without first instituting any legal proceeding against such Institutional
Trustee or any other person or entity. Notwithstanding the foregoing, if a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of General Motors to pay interest or principal on
the applicable series of Junior Subordinated Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption, the
redemption date), then a holder of the related series of Preferred Securities
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<PAGE> 68
may institute a Direct Action for enforcement of payment to such holder directly
of the principal of, or interest on, Junior Subordinated Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in such
Junior Subordinated Debentures. In connection with any such Direct Action,
General Motors will be subrogated to the rights of such holder of Preferred
Securities under the applicable Declaration to the extent of any payment made by
General Motors to such holder of Preferred Securities in such Direct Action. The
holders of Preferred Securities will not be able to exercise directly any other
remedy available to the holders of the Junior Subordinated Debentures.
Upon the occurrence of a Declaration Event of Default with respect to a
Trust, the Institutional Trustee of such Trust, as the sole holder of the Junior
Subordinated Debentures purchased by such Trust, will have the right under the
Indenture to declare the principal of and interest on such Junior Subordinated
Debentures to be immediately due and payable. General Motors and each Trust are
each required to file annually with the Institutional Trustee of such Trust an
officer's certificate as to its compliance with all conditions and covenants
under the applicable Declaration.
VOTING RIGHTS
Except as described herein, under the Business Trust Act, the Trust
Indenture Act and under "Description of the Preferred Securities
Guarantees--Modification of the Preferred Securities Guarantee; Assignment," and
as otherwise required by law and the applicable Declaration, the holders of
Preferred Securities will have no voting rights.
Subject to the requirement of the Institutional Trustee of each Trust
obtaining a tax opinion in certain circumstances set forth in the last sentence
of this paragraph, the holders of a majority in aggregate liquidation amount of
the Preferred Securities of each Trust, voting separately as a class, have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Institutional Trustee for such Trust, or direct the
exercise of any trust or power conferred upon such Institutional Trustee under
the applicable Declaration, including the right to direct such Institutional
Trustee, as holder of the Junior Subordinated Debentures purchased by such
Trust, to (i) exercise the remedies available to it under the Indenture as a
holder of such Junior Subordinated Debentures, (ii) waive any past Indenture
Event of Default that is waivable under the Indenture, (iii) exercise any right
to rescind or annul a declaration that the principal of all such Junior
Subordinated Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or such Junior
Subordinated Debentures where such consent shall be required; provided, however,
that, where a consent or action under the Indenture would require the consent or
act of holders of more than a majority in principal amount of such series of
Junior Subordinated Debentures (a "Super-Majority") affected thereby, only the
holders of at least such Super-Majority in aggregate liquidation amount of the
related Preferred Securities may direct such Institutional Trustee to give such
consent or take such action; and provided, further, that where a consent or
action under the Indenture is only effective against each holder of Junior
Subordinated Debentures of a series who has consented thereto, such consent or
action will only be effective against a holder of Preferred Securities who
directs such Institutional Trustee to give such consent or take such action. If
such Institutional Trustee fails to enforce its rights under such Junior
Subordinated Debentures after a holder of record of the related Preferred
Securities has made a written request, such holder of record of Preferred
Securities may institute a legal proceeding directly against General Motors to
enforce such Institutional Trustee's rights under such Junior Subordinated
Debentures without first instituting any legal proceeding against such
Institutional Trustee or any other person or entity. Notwithstanding the
foregoing, if a Declaration Event of Default has occurred and is continuing with
respect to any Trust and such event is attributable to the failure of General
Motors to pay interest or principal on the Junior Subordinated Debentures held
by such Trust on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), then a holder of Preferred
Securities of such Trust may institute a Direct Action for enforcement of
payment to such holder of the principal of, or interest on, such Junior
Subordinated Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder on or after the
respective due date specified in such Junior Subordinated Debentures. The
Institutional Trustee of each Trust shall notify all holders of the Preferred
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Securities of such Trust of any notice of default received from the Debt Trustee
with respect to the Junior Subordinated Debentures held by such Trust. Such
notice shall state that such Indenture Event of Default also constitutes a
Declaration Event of Default. Except with respect to directing the time, method
and place of conducting a proceeding for a remedy, the Institutional Trustee of
such Trust shall not take any of the actions described in clauses (i), (ii) or
(iii) above unless such Institutional Trustee has obtained an opinion of a
nationally recognized tax counsel experienced in such matters to the effect
that, as a result of such action, such Trust will not fail to be classified as a
grantor trust for United States federal income tax purposes.
In the event the consent of the Institutional Trustee of a Trust, as the
holder of the Junior Subordinated Debentures purchased by such Trust, is
required under the Indenture with respect to any amendment, modification or
termination of such Indenture, such Institutional Trustee shall request the
direction of the holders of the Trust Securities with respect to such amendment,
modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a majority in liquidation amount of
the Trust Securities of such Trust voting together as a single class; provided,
however, that where a consent under the Indenture would require the consent of a
Super-Majority, such Institutional Trustee may only give such consent at the
direction of the holders of at least the proportion in liquidation amount of the
Trust Securities of such Trust which the relevant Super-Majority represents of
the aggregate principal amount of the applicable series of Junior Subordinated
Debentures outstanding; and provided, further, that where a consent or action
under the Indenture is only effective against each holder of Junior Subordinated
Debentures who has consented thereto, such consent or action will only be
effective against a holder of Preferred Securities who directs such
Institutional Trustee to give such consent or take such action. Such
Institutional Trustee shall not take any such action in accordance with the
directions of the holders of the Trust Securities of such Trust unless such
Institutional Trustee has obtained an opinion of a nationally recognized tax
counsel experienced in such matters to the effect that for the purposes of
United States federal income tax, such Trust will not be classified as other
than a grantor trust.
A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.
Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written consent. The Regular Trustees of each Trust will cause a notice of
any meeting at which holders of Preferred Securities of such Trust are entitled
to vote, or of any matter upon which action by written consent of such holders
is to be taken, to be mailed to each holder of record of such Preferred
Securities. Each such notice will include a statement setting forth the
following information: (i) the date of such meeting or the date by which such
action is to be taken; (ii) a description of any resolution proposed for
adoption at such meeting on which such holders are entitled to vote or of such
matter upon which written consent is sought; and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the holders of Preferred
Securities will be required for a Trust to redeem and cancel its Preferred
Securities or distribute Junior Subordinated Debentures held by such Trust in
accordance with the applicable Declaration.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by General Motors or any entity directly
or indirectly controlling or controlled by, or under direct or indirect common
control with, General Motors, shall not be entitled to vote or consent and
shall, for purposes of such vote or consent, be treated as if such Preferred
Securities were not outstanding.
The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See "--Book-Entry; Delivery and Form."
Holders of the Preferred Securities of a Trust will have no rights to
appoint or remove the Regular Trustees of such Trust, who may be appointed,
removed or replaced solely by General Motors as the holder of all of the Common
Securities of such Trust.
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MODIFICATION OF THE DECLARATIONS
Each Declaration may be modified and amended if approved by the Regular
Trustees (and in certain circumstances the Institutional Trustee and the
Delaware Trustee) of the applicable Trust, provided that, if any proposed
amendment provides for, or such Regular Trustees otherwise propose to effect,
(i) any action that would adversely affect the powers, preferences or special
rights of the Trust Securities of such Trust, whether by way of amendment to
such Declaration or otherwise or (ii) the dissolution, winding-up or termination
of such Trust other than pursuant to the terms of such Declaration, then such
holders of the Trust Securities voting together as a single class will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of at least a majority in
liquidation amount of the Trust Securities affected thereby; provided, that, if
any amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or the Common Securities of such Trust, then only
the affected class will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the approval of a
majority in liquidation amount of such class of Trust Securities.
Each Declaration may also be amended without the consent of the holders of
the Trust Securities of the applicable Trust to (i) cure any ambiguity; (ii)
correct or supplement any provision in the applicable Declaration that may be
defective or inconsistent with any other provision of such Declaration; (iii)
add to the covenants, restrictions or obligations of General Motors, as sponsor
of the applicable Trust; (iv) conform to any change in Rule 3a-5 under the 1940
Act or written change in interpretation or application of Rule 3a-5 which
amendment does not have a material adverse effect on the rights, preferences or
privileges of the holders of the Trust Securities of the applicable Trust; (v)
preserve the status of the applicable Trust as a grantor trust for federal
income tax purposes; and (vi) make any other change that does not adversely
affect the rights of the holders of the Trust Securities of the applicable
Trust.
It shall not be necessary for the consent of the holders of Trust
Securities of the applicable Trust under the applicable Declaration to approve
the particular form of any proposed amendment to such Declaration, but it shall
be sufficient if such consent shall approve the substance thereof.
Notwithstanding the foregoing, no amendment or modification may be made to
any Declaration if such amendment or modification would (i) cause the applicable
Trust to be classified for purposes of United States federal income taxation as
other than a grantor trust, (ii) reduce or otherwise adversely affect the powers
of the Institutional Trustee of such Trust or (iii) cause such Trust to be
deemed an "investment company" which is required to be registered under the 1940
Act.
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
Neither Trust may consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. A Trust may, with the consent of its Regular Trustees and
without the consent of the holders of its Trust Securities, its Institutional
Trustee or its Delaware Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State of the
United States; provided, that (i) if such Trust is not the survivor, such
successor entity either (a) expressly assumes all of the obligations of such
Trust under its Trust Securities or (b) substitutes for its Preferred Securities
other securities having substantially the same terms as its Trust Securities
(the "Successor Securities"), so long as the Successor Securities rank the same
as its Trust Securities rank with respect to distributions and payments upon
liquidation, redemption and otherwise, (ii) General Motors expressly
acknowledges a trustee of such successor entity possessing the same powers and
duties as its Institutional Trustee as the holder of the Junior Subordinated
Debentures purchased by such Trust, (iii) its Preferred Securities or any
Successor Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or with another
organization on which its Preferred Securities are then listed or quoted, (iv)
such merger, consolidation, amalgamation or replacement does not cause its
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and
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privileges of the holders of its Trust Securities (including any Successor
Securities) in any material respect (other than with respect to any dilution of
the holders' interest in the new entity), (vi) such successor entity has a
purpose identical to that of such Trust, (vii) prior to such merger,
consolidation, amalgamation or replacement, General Motors has received an
opinion of a nationally recognized independent counsel to such Trust experienced
in such matters to the effect that, (a) such merger, consolidation, amalgamation
or replacement does not adversely affect the rights, preferences and privileges
of the holders of its Trust Securities (including any Successor Securities) in
any material respect (other than with respect to any dilution of the holders'
interest in the new entity), and (b) following such merger, consolidation,
amalgamation or replacement, neither such Trust nor such successor entity will
be required to register as an investment company under the 1940 Act and (viii)
General Motors guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the applicable Preferred
Securities Guarantee and the applicable Common Securities Guarantee (as defined
herein). Notwithstanding the foregoing, neither Trust shall, except with the
consent of holders of 100 percent in liquidation amount of its Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it, if such consolidation, amalgamation, merger or replacement would
cause such Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.
BOOK-ENTRY; DELIVERY AND FORM
Preferred Securities will be issued in fully registered form. Investors may
elect to hold their Preferred Securities directly or, subject to the rules and
procedures of a Depository Institution described below, hold their interest in a
global certificate (with respect to each series of Preferred Securities, a
"Preferred Securities Global Certificate") registered in the name of a
Depository Institution or its nominee. However, tendering holders of Depositary
Shares held in global form shall initially receive an interest in a Preferred
Securities Global Certificate and tendering holders of Depositary Shares held
directly in certificated form shall initially receive Preferred Securities in
certificated form, in each case unless otherwise specified in the accompanying
Letter of Transmittal. See "The Offers--Procedures for Tendering."
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interest in a global Preferred
Security.
A Depository Institution holds securities that its participants
("Participants") deposit with the Depository Institution. Certain of the
Depository Institutions also facilitate the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations ("Direct
Participants"). A Depository Institution is owned by a number of its Direct
Participants and by the NYSE, the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to a Depository
Institution's system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to a Depository Institution and its
Participants are on file with the Commission.
Upon issuance of a Preferred Securities Global Certificate, a Depository
Institution will credit on its book-entry registration and transfer system the
number of Preferred Securities represented by such Preferred Securities Global
Certificate to the accounts of institutions that have accounts with such
Depository Institution. Ownership of beneficial interests in a Preferred
Securities Global Certificate will be limited to Participants or persons that
may hold interests through Participants. The ownership interest of each actual
purchaser of each Preferred Security ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from a Depository Institution of their
purchases, but Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect
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Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners.
A Depository Institution has no knowledge of the actual Beneficial Owners
of the Preferred Securities; a Depository Institution's records reflect only the
identity of the Direct Participants to whose accounts such Preferred Securities
are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of their
customers. So long as a Depository Institution, or its nominee, is the owner of
a Preferred Securities Global Certificate, a Depository Institution or such
nominee, as the case may be, will be considered the sole owner and holder of
record of the Preferred Securities represented by such Preferred Securities
Global Certificate for all purposes.
Conveyance of notices and other communications by a Depository Institution
to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to the Depository Institution. If less
than all of the applicable series of the Preferred Securities are being
redeemed, the Depository Institution will reduce pro rata (subject to adjustment
to eliminate fractional Preferred Securities) the amount of interest of each
Direct Participant in such Preferred Securities to be redeemed.
Although voting with respect to the Preferred Securities is limited, in
those instances in which a vote is required, a Depository Institution will not
consent or vote with respect to Preferred Securities. Under its usual
procedures, such Depository Institution would mail an Omnibus Proxy to the
applicable Trust as soon as possible after the record date. The Omnibus Proxy
assigns a Depository Institution's consenting or voting rights to those Direct
Participants to whose accounts such Preferred Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Distribution payments on Preferred Securities represented by a Preferred
Securities Global Certificate will be made by the applicable Trust to the
applicable Depository Institution. A Depository Institution's practice is to
credit Direct Participants' accounts on the relevant payment date in accordance
with their respective holdings shown on a Depository Institution's records
unless such Depository Institution has reason to believe that it will not
receive payments on such payment date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices and
will be the responsibility of such Participants and not of a Depository
Institution, the applicable Trust or General Motors, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
distributions to a Depository Institution is the responsibility of the
applicable Trust, disbursement of such payments to Direct Participants is the
responsibility of the applicable Depository Institution, and disbursement of
such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.
A Depository Institution may discontinue providing its services as
securities depository with respect to Preferred Securities at any time by giving
reasonable notice to the applicable Trust. Under such circumstances, if a
successor securities depository is not obtained, Preferred Security certificates
will be required to be printed and delivered. Additionally, such Trust may
decide to discontinue use of the system of book-entry transfers through the
Depository Institution (or a successor depository). In that event, certificates
for such Preferred Securities will be printed and delivered.
The information in this section concerning the Depository Institution and
the Depository Institution's book-entry system has been obtained from sources
that each Trust and General Motors believe to be reliable.
INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
The Institutional Trustee of each Trust, prior to the occurrence of a
default with respect to the Trust Securities of such Trust and after the curing
of any defaults that may have occurred, undertakes to perform only such duties
as are specifically set forth in the applicable Declaration and, after default,
shall exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to
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such provisions, such Institutional Trustee is under no obligation to exercise
any of the powers vested in it by the applicable Declaration at the request of
any holder of Preferred Securities of such Trust, unless offered reasonable
indemnity by such holder against the costs, expenses and liabilities which might
be incurred thereby. The holders of such Preferred Securities will not be
required to offer such indemnity in the event such holders, by exercising their
voting rights, direct such Institutional Trustee to take any action it is
empowered to take under the applicable Declaration following a Declaration Event
of Default with respect to such Trust. Each Institutional Trustee also serves as
trustee under the applicable Preferred Securities Guarantee and the Indenture.
General Motors or its affiliates conduct certain banking transactions with
the Institutional Trustee and its affiliates in the ordinary course of their
business.
GOVERNING LAW
Each Declaration and the related Preferred Securities will be governed by,
and construed in accordance with, the internal laws of the State of Delaware.
MISCELLANEOUS
The Regular Trustees of each Trust are authorized and directed to operate
such Trust in such a way so that such Trust will not be required to register as
an "investment company" under the 1940 Act or characterized as other than a
grantor trust for United States federal income tax purposes. General Motors is
authorized and directed to conduct its affairs so that the Junior Subordinated
Debentures will be treated as indebtedness of General Motors for United States
federal income tax purposes. In this connection, General Motors and the Regular
Trustees of each Trust are authorized to take any action, not inconsistent with
applicable law, the certificate of trust of such Trust or the articles of
incorporation of General Motors, that each of General Motors and such Regular
Trustees determine in their discretion to be necessary or desirable to achieve
such end, as long as such action does not adversely affect the interests of the
holders of the Preferred Securities of such Trust or vary the terms thereof.
Holders of the Preferred Securities have no preemptive rights.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the Preferred
Securities Guarantees, each of which will be executed and delivered by General
Motors to the applicable Trust for the benefit of the holders from time to time
of the Preferred Securities of such Trust. Each Preferred Securities Guarantee
will be qualified as an indenture under the Trust Indenture Act. Wilmington
Trust Company will act as the Guarantee Trustee under each Preferred Securities
Guarantee for purposes of the Trust Indenture Act. The terms of each Preferred
Securities Guarantee will be those set forth in such Preferred Securities
Guarantee and those made part of such Preferred Securities Guarantee by the
Trust Indenture Act. The summary of the material terms of the Preferred
Securities Guarantees does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety by reference to,
the forms of the Preferred Securities Guarantees, which are filed as exhibits to
the Registration Statement of which this Prospectus forms a part, and the Trust
Indenture Act. Each Preferred Securities Guarantee will be held by the Guarantee
Trustee for the benefit of the holders of the Preferred Securities of the
applicable Trust.
GENERAL
Pursuant to each Preferred Securities Guarantee, General Motors will agree,
to the extent set forth therein, to pay in full to the holders of the Preferred
Securities issued by the applicable Trust, the Guarantee Payments (as defined
herein) (except to the extent paid by such Trust), as and when due, regardless
of any defense, right of set-off or counterclaim which such Trust may have or
assert. The following payments with respect to Preferred Securities issued by a
Trust, to the extent not paid by such Trust (with respect to each Trust, the
"Guarantee Payments"), will be subject to the Preferred Securities Guarantee
thereon (without
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duplication): (i) any accrued and unpaid distributions which are required to be
paid on such Preferred Securities, to the extent such Trust shall have funds
available therefor; (ii) the applicable Redemption Price, to the extent such
Trust has funds available therefor with respect to any Preferred Securities
called for redemption by such Trust; and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of such Trust (other than in connection
with the distribution of Junior Subordinated Debentures held by such Trust to
the holders of its Preferred Securities or the redemption of all of its
Preferred Securities), the lesser of (a) the aggregate of the liquidation amount
and all accrued and unpaid distributions on its Preferred Securities to the date
of payment, to the extent such Trust has funds available therefor and (b) the
amount of assets of such Trust remaining available for distribution to holders
of such Preferred Securities in liquidation of such Trust. General Motors'
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by General Motors to the holders of the applicable Preferred
Securities or by causing such Trust to pay such amounts to such holders.
The Preferred Securities Guarantees will not apply to any payment of
distributions except to the extent the applicable Trust shall have funds
available therefor. If General Motors does not make interest payments on the
Junior Subordinated Debentures held by a Trust, such Trust will not pay
distributions on the Preferred Securities issued by such Trust and will not have
funds available therefor.
With respect to each Trust, the applicable Preferred Securities Guarantee,
when taken together with General Motors' obligations under the related Junior
Subordinated Debentures, the Indenture and the related Declaration, including
its obligations to pay costs, expenses, debts and liabilities of each Trust
(other than with respect to the Trust Securities of such Trust), provides a full
and unconditional guarantee on a subordinated basis by General Motors of
payments due on the Preferred Securities of such Trust.
General Motors has also agreed separately to irrevocably and
unconditionally guarantee the obligations of each Trust with respect to its
Common Securities (with respect to each Trust, the "Common Securities
Guarantee") to the same extent as the Preferred Securities Guarantee relating to
such Trust, except that upon an event of default under the Indenture, holders of
Preferred Securities of such Trust shall have priority over holders of Common
Securities of such Trust with respect to distributions and payments on
liquidation, redemption or otherwise.
CERTAIN COVENANTS OF GENERAL MOTORS
In each Preferred Securities Guarantee, General Motors will covenant that,
so long as any Preferred Securities issued by the applicable Trust remain
outstanding, if there shall have occurred any event that would constitute an
event of default under such Preferred Securities Guarantee or the Indenture, or
if General Motors has exercised its option to defer interest payments on the
applicable Junior Subordinated Debentures by extending the interest payment
period and such period or extension thereof shall be continuing, then (i)
General Motors shall not declare or pay any dividend on, make a distribution
with respect to, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of its capital stock (other than (a) purchases or
acquisitions of shares of General Motors Common Stock in connection with the
satisfaction by General Motors of its obligations under any employee benefit
plans or any other contractual obligation of General Motors (other than a
contractual obligation running pari passu with or junior to the Junior
Subordinated Debentures), (b) the issuance of capital stock in connection with a
recapitalization or reclassification of General Motors capital stock or the
exchange or conversion of one class or series of General Motors capital stock
for another class or series of General Motors capital stock, in each case by
merger or otherwise, or (c) the purchase of fractional interests in shares of
General Motors capital stock pursuant to the conversion or exchange provisions
of such General Motors capital stock or the security being converted or
exchanged), (ii) General Motors shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by General Motors which rank pari passu with or junior to such
Junior Subordinated Debentures (including the other series of Junior
Subordinated Debentures) and (iii) General Motors shall not make any guarantee
payments with respect to the foregoing (other than pursuant to the applicable
Preferred Securities Guarantee). Since the Series D Junior Subordinated
Debentures and the Series G Junior Subordinated Debentures rank pari passu with
each other, if General
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Motors elects to extend the interest payment period on one series of Junior
Subordinated Debentures it will not be permitted to make payments on the other
series.
MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of the related Preferred Securities (in which case no vote will be
required), a Preferred Securities Guarantee may be amended only with the prior
approval of the holders of not less than a majority in liquidation amount of the
outstanding Preferred Securities issued by the applicable Trust. All guarantees
and agreements contained in such Preferred Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of General Motors
and shall inure to the benefit of the holders of the Preferred Securities of
such Trust then outstanding. Except in connection with any merger or
consolidation of General Motors with or into another entity or any sale,
transfer or lease of General Motors' assets to another entity, each as permitted
by the Indenture, General Motors may not assign its rights or delegate its
obligations under such Preferred Securities Guarantee without the prior approval
of the holders of at least a majority in liquidation amount of the outstanding
Preferred Securities issued by the applicable Trust.
TERMINATION
Each Preferred Securities Guarantee will terminate as to the Preferred
Securities issued by the applicable Trust (a) upon full payment of the
Redemption Price of all Preferred Securities of such Trust, (b) upon
distribution of the Junior Subordinated Debentures held by such Trust to the
holders of the Trust Securities of such Trust or (c) upon full payment of the
amounts payable in accordance with the applicable Declaration upon liquidation
of such Trust. Notwithstanding the foregoing, such Preferred Securities
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Preferred Securities issued by the applicable
Trust must restore payment of any sums paid under such Preferred Securities or
such Preferred Securities Guarantee.
EVENTS OF DEFAULT
An event of default under each Preferred Securities Guarantee will occur
upon the failure of General Motors to perform any of its payment obligations
thereunder.
The holders of a majority in liquidation amount of the Preferred Securities
to which each Preferred Securities Guarantee relates have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee in respect of such Preferred Securities Guarantee or to
direct the exercise of any trust or power conferred upon such Guarantee Trustee
under such Preferred Securities. Any holder of such Preferred Securities may
institute a legal proceeding directly against General Motors to enforce
applicable Guarantee Trustee's rights under such Preferred Securities Guarantee,
without first instituting a legal proceeding against the applicable Trust, the
applicable Guarantee Trustee or any other person or entity.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
Each Preferred Securities Guarantee will constitute an unsecured obligation
of General Motors and will rank (i) subordinate and junior in right of payment
to all other liabilities of General Motors, except those made pari passu or
subordinate by their terms, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by General Motors and with any
guarantee now or hereafter entered into by General Motors in respect of any
preferred or preference stock of any affiliate of General Motors, and (iii)
senior to General Motors Common Stock. The terms of the Preferred Securities
provide that each holder of Preferred Securities issued by either Trust by
acceptance thereof agrees to the subordination provisions and other terms of the
applicable Preferred Securities Guarantee.
Each Preferred Securities Guarantee will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under such
Preferred Securities Guarantee without instituting a legal proceeding against
any other person or entity).
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INFORMATION CONCERNING THE GUARANTEE TRUSTEES
The Guarantee Trustee with respect to each Preferred Securities Guarantee,
prior to the occurrence of a default with respect to such Preferred Securities
Guarantee, undertakes to perform only such duties as are specifically set forth
in such Preferred Securities Guarantee and, after default, shall exercise the
same degree of care as a prudent individual would exercise in the conduct of his
or her own affairs. Subject to such provisions, such Guarantee Trustee is under
no obligation to exercise any of the powers vested in it by the applicable
Preferred Securities Guarantee at the request of any holder of Preferred
Securities to which such Preferred Securities Guarantee relates, unless offered
reasonable indemnity against the costs, expenses and liabilities which might be
incurred thereby.
General Motors or its affiliates conduct certain banking transactions with
the Guarantee Trustee and its affiliates in the ordinary course of business.
GOVERNING LAW
Each Preferred Securities Guarantee will be governed by and construed in
accordance with the internal laws of the State of New York.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
Set forth below is a description of the specific terms of each series of
the Junior Subordinated Debentures which will be deposited in the applicable
Trust as trust assets. The following description of the material terms of the
Indenture, dated as of July 1, 1997 (as supplemented with respect to the Series
D Junior Subordinated Debentures and the Series G Subordinated Debentures
pursuant to the Series D Supplement and the Series G Supplement, respectively,
the "Indenture"), between General Motors and Wilmington Trust Company as Trustee
(the "Debt Trustee"), does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the Indenture, the
form of which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. Certain capitalized terms used herein are defined in
the Indenture.
The Indenture provides for the issuance of debentures, notes (including the
applicable series of the Junior Subordinated Debentures) or other evidences of
indebtedness by General Motors in an unlimited amount from time to time. Each
series of the Junior Subordinated Debentures constitutes a separate series under
the Indenture. The Series D Junior Subordinated Debentures are issued pursuant
to the Indenture, as supplemented by the Series D Supplement. The Series G
Junior Subordinated Debentures are issued pursuant to the Indenture, as
supplemented by the Series G Supplement.
General Motors will have the right at any time to dissolve and liquidate
each Trust and cause the Junior Subordinated Debentures held by such Trust to be
distributed to the holders of the Trust Securities of such Trust. General Motors
has no present intention to take such action with respect to either Trust. If
such Junior Subordinated Debentures are distributed to the holders of the
Preferred Securities of such Trust, General Motors will use its best efforts to
have such Junior Subordinated Debentures listed on the NYSE or on such other
national securities exchange or similar organization on which such Preferred
Securities are then listed or quoted.
GENERAL
Each of the Series D Junior Subordinated Debentures and the Series G Junior
Subordinated Debentures constitutes unsecured, subordinated obligations of
General Motors, limited in aggregate principal amount to the aggregate
liquidation preference of (i) the Preferred Securities issued by the applicable
Trust in its Offer and (ii) the amount of proceeds received by such Trust from
the sale of its Common Securities to General Motors.
The Junior Subordinated Debentures are not subject to any sinking fund
provision.
Series D Junior Subordinated Debentures. The entire principal amount of the
Series D Junior Subordinated Debentures will mature and become due and payable,
together with any accrued and unpaid
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interest thereon, if any, on July 1, 2012, subject to the right of General
Motors to shorten the maturity date to a date no earlier than August 1, 1999,
subject to certain conditions.
If Series D Junior Subordinated Debentures are distributed to holders of
Series D Preferred Securities in liquidation of such holders' interests in the
Series D Trust, such Series D Junior Subordinated Debentures will be so issued
in fully registered certificated form in denominations of $25 and integral
multiples thereof and may be transferred or exchanged at the offices described
below.
Series G Junior Subordinated Debentures. The entire principal amount of the
Series G Junior Subordinated Debentures will mature and become due and payable,
together with any accrued and unpaid interest thereon, if any, on July 1, 2012,
subject to the right of General Motors to shorten the maturity date to a date no
earlier than January 1, 2001, subject to certain conditions.
If Series G Junior Subordinated Debentures are distributed to holders of
Series G Preferred Securities in liquidation of such holders' interests in the
Series G Trust, such Series G Junior Subordinated Debentures will be so issued
in fully registered certificated form in denominations of $25 and integral
multiples thereof and may be transferred or exchanged at the offices described
below.
With respect to each series of Junior Subordinated Debentures, payments of
principal and interest on the Junior Subordinated Debentures will be payable,
the transfer of the Junior Subordinated Debentures will be registrable, and
Junior Subordinated Debentures will be exchangeable for Junior Subordinated
Debentures of other denominations of a like aggregate principal amount, at the
corporate trust office of the Institutional Trustee of the applicable Trust in
Wilmington, Delaware; provided, that payment of interest may be made at the
option of General Motors by check mailed to the address of the holder entitled
thereto or by wire transfer to an account appropriately designated by the holder
entitled thereto. Notwithstanding the foregoing, so long as the holder of any
Junior Subordinated Debentures is the Institutional Trustee for the applicable
Trust, the payment of principal and interest on the Junior Subordinated
Debentures held by such Institutional Trustee will be made at such place and to
such account as may be designated by such Institutional Trustee.
The Indenture does not limit the aggregate principal amount of securities
which may be issued thereunder and do not contain provisions that afford holders
of either series of Junior Subordinated Debentures protection in the event of a
highly leveraged transaction or other similar transaction involving General
Motors that may adversely affect such holders.
SUBORDINATION
The Indenture provides that the Junior Subordinated Debentures are
subordinated and junior in right of payment to all present and future Senior
Indebtedness and Other Financial Obligations of General Motors, which aggregated
approximately $92.5 billion at March 31, 1997, and rank pari passu with and are
equivalent to creditor obligations of those holding general unsecured claims not
entitled to statutory priority under the United States Bankruptcy Code or
otherwise. In addition, no payment may be made of the principal of, premium, if
any, or interest on the Junior Subordinated Debentures, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Junior
Subordinated Debentures, at any time when (i) there is a default in the payment
of the principal of, premium, if any, interest on or otherwise in respect of any
Senior Indebtedness, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, or (ii) any event of default with respect to any
Senior Indebtedness has occurred and is continuing pursuant to which the holders
of such Senior Indebtedness (or a trustee on behalf of the holders thereof) have
accelerated the maturity thereof. Upon any distribution of assets of General
Motors to creditors upon any dissolution, winding-up, liquidation or
reorganization, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, the payment of the principal of, and interest
on, the Junior Subordinated Debentures will, to the extent set forth in the
Indenture, be subordinated in right of payment to the prior payment in full of
all Senior Indebtedness and Other Financial Obligations of General Motors. Upon
any payment or distribution of assets of General Motors to creditors upon any
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency or similar
proceedings of General Motors, the holders of all Senior Indebtedness and the
holders of Other Financial Obligations will first be entitled to receive payment
in full of all amounts due or to become due
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thereon before the holders of the Junior Subordinated Debentures will be
entitled to receive and retain any payment in respect of the principal of, or
interest on, the Junior Subordinated Debentures.
The term "Senior Indebtedness" means, with respect to General Motors, (i)
the principal, premium, if any, and interest in respect of (a) indebtedness of
General Motors for money borrowed and (b) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by General Motors, (ii)
all capital lease obligations of General Motors, (iii) all obligations of
General Motors issued or assumed as the deferred purchased price of property,
all conditional sale obligations of General Motors and all obligations of
General Motors under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business), (iv) all obligations of
General Motors for the reimbursement of any letter of credit, banker's
acceptance, security purchase facility or similar credit transaction, (v) all
obligations of the type referred to in clauses (i) through (iv) above of other
persons for the payment of which General Motors is responsible or liable as
obligor, guarantor or otherwise and (vi) all obligations of the type referred to
in clauses (i) through (v) above of other persons secured by any lien on any
property or asset of General Motors (whether or not such obligation is assumed
by General Motors), except that Senior Indebtedness shall not include (i) the
Junior Subordinated Debentures and any such indebtedness that is by its terms
subordinated to or ranks pari passu with the Junior Subordinated Debentures and
(ii) any indebtedness between and among General Motors or its affiliates,
including all other debt securities and guarantees in respect to those debt
securities, issued to any other trust, or a trustee of such trust, partnership
or other entity affiliated with General Motors that is a financing vehicle of
General Motors (a "financing entity") in connection with the issuance by such
financing entity of preferred securities or other securities that rank pari
passu with, or junior to, the Preferred Securities.
The term "Other Financial Obligations" means all obligations of General
Motors to make payment pursuant to the terms of financial instruments, such as
(i) securities contracts and foreign currency exchange contracts, (ii)
derivative instruments, such as swap agreements (including interest rate and
foreign exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity option contracts and (iii) in the case of
both (i) and (ii) above, similar financial instruments, other than (a)
obligations on account of Senior Indebtedness and (b) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
Junior Subordinated Debentures.
Upon satisfaction of all claims of all Senior Indebtedness and Other
Financial Obligations then outstanding, the rights of the holders of the Junior
Subordinated Debentures will be subrogated to the rights of the holders of
Senior Indebtedness and Other Financial Obligations of General Motors to receive
payments or distributions applicable to Senior Indebtedness and Other Financial
Obligations until all amounts owing on the Junior Subordinated Debentures are
paid in full. Such Senior Indebtedness and Other Financial Obligations shall
continue to be Senior Indebtedness and Other Financial Obligations and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness or
Other Financial Obligations.
The Indenture does not limit the aggregate amount of Senior Indebtedness or
Other Financial Obligations that may be issued or entered into by General
Motors.
OPTIONAL REDEMPTION
Series D Junior Subordinated Debentures. General Motors shall have the
right to redeem the Series D Junior Subordinated Debentures, (i) in whole or in
part, from time to time, on or after August 1, 1999, at a prepayment price (the
"Series D Optional Prepayment Price") equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon to the redemption date or (ii)
in whole but not in part, prior to August 1, 1999, upon the occurrence of a Tax
Event, at the Series D Tax Event Prepayment Price specified below; in either
case, upon not less than 30 nor more than 60 days notice to holders of the
Series D Junior Subordinated Debentures. Notwithstanding anything to the
contrary contained herein, General Motors may not redeem fewer than all of the
Series D Junior Subordinated Debentures unless all accrued and unpaid
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interest on all of the Series D Junior Subordinated Debentures has been paid for
all quarterly periods terminating on or prior to the date of redemption.
If, prior to August 1, 1999, a Tax Event shall occur and be continuing,
General Motors shall have the right, upon not less than 30 and no more than 60
days notice to holders of the Series D Junior Subordinated Debentures, at its
option to redeem the Series D Junior Subordinated Debentures, in whole (but not
in part), for cash within 90 days following the occurrence of such Tax Event at
a prepayment price (the "Series D Tax Event Prepayment Price") equal to (i) 105%
of the principal amount of the Series D Junior Subordinated Debentures if
prepaid during the period commencing on the Series D Accrual Date through and
including July 31, 1997 and (ii) the percentage of the principal amount of the
Series D Junior Subordinated Debentures specified below, if prepaid during the
12-month period beginning August 1 of the years indicated below plus, in each
case, accrued and unpaid interest thereon to the date of prepayment:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
1997........................................................ 105 %
1998........................................................ 102.5
1999 and thereafter......................................... 100
</TABLE>
Series G Junior Subordinated Debentures. General Motors shall have the
right to redeem the Series G Junior Subordinated Debentures, (i) in whole or in
part, from time to time, on or after January 1, 2001, at a prepayment price (the
"Series G Optional Prepayment Price") equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon to the redemption date or (ii)
in whole but not in part, prior to January 1, 2001, upon the occurrence of a Tax
Event, at the Series G Tax Event Prepayment Price specified below; in either
case, upon not less than 30 nor more than 60 days notice to holders of the
Series G Junior Subordinated Debentures. Notwithstanding anything to the
contrary contained herein, General Motors may not redeem fewer than all of the
Series G Junior Subordinated Debentures unless all accrued and unpaid interest
on all of the Series G Junior Subordinated Debentures has been paid for all
quarterly periods terminating on or prior to the date of redemption.
If, prior to January 1, 2001, a Tax Event shall occur and be continuing,
General Motors shall have the right, upon not less than 30 and no more than 60
days notice to holders of the Series G Junior Subordinated Debentures, at its
option to redeem the Series G Junior Subordinated Debentures, in whole (but not
in part), for cash within 90 days following the occurrence of such Tax Event at
a prepayment price (the "Series G Tax Event Prepayment Price") equal to (i) 114%
of the principal amount of the Series G Junior Subordinated Debentures if
prepaid during the period commencing on the Series G Accrual Date through and
including December 31, 1997 and (ii) the percentage of the principal amount of
the Series G Junior Subordinated Debentures specified below, if prepaid during
the 12-month period beginning January 1 of the years indicated below plus, in
each case, accrued and unpaid interest thereon to the date of prepayment:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
1998........................................................ 110.5 %
1999........................................................ 107
2000........................................................ 103.5
2001 and thereafter......................................... 100
</TABLE>
A "Tax Event" means, with respect to a Trust, that the Regular Trustees of
such Trust shall have received an opinion of nationally recognized independent
tax counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of original issuance
of the Junior Subordinated Debentures purchased by such Trust, there is more
than an insubstantial risk that (i) such Trust is, or will be within 90 days of
the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on such Junior Subordinated Debentures,
(ii) interest payable by General Motors on such Junior Subordinated Debentures
is
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not, or within 90 days of the date of such opinion will not be, deductible by
General Motors, in whole or in part, for United States federal income tax
purposes, or (iii) such Trust is, or will be within 90 days of the date of such
opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.
OPTIONS TO CHANGE MATURITY DATES
Series D Junior Subordinated Debentures. General Motors will have the right
at any time to shorten the maturity of the Series D Junior Subordinated
Debentures to a date not earlier than August 1, 1999.
Series G Junior Subordinated Debentures. General Motors will have the right
at any time to shorten the maturity of the Series G Junior Subordinated
Debentures to a date not earlier than January 1, 2001.
INTEREST
Series D Junior Subordinated Debentures. The Series D Junior Subordinated
Debentures shall bear interest at the rate of 8.67% per annum from and including
the Series D Accrual Date, payable quarterly on February 1, May 1, August 1 and
November 1 of each year (each, a "Series D Interest Payment Date"), commencing
August 1, 1997, to the person in whose name such Series D Junior Subordinated
Debentures is registered on the 15th day of January, April, July and October
prior to the applicable Series D Interest Payment Date.
The Series D Junior Subordinated Debentures will also accrue interest at
the rate of 7.92% per annum of the principal amount thereof from April 1, 1997
through and including the Series D Expiration Date, payable on August 1, 1997 to
holders of the Series D Junior Subordinated Debentures on the record date for
such distribution. No deferral of interest will be permitted with respect to
interest accruing from April 1, 1997 through the Series D Expiration Date.
Series G Junior Subordinated Debentures. The Series G Junior Subordinated
Debentures shall bear interest at the rate of 9.87% per annum from and including
the Series G Accrual Date, payable quarterly on February 1, May 1, August 1 and
November 1 of each year (each, a "Series G Interest Payment Date"), commencing
August 1, 1997, to the person in whose name such Series G Junior Subordinated
Debentures is registered on the 15th day of January, April, July and October
prior to the applicable Series G Interest Payment Date. The Series D Interest
Payment Date and the Series G Interest Payment Date are each an "Interest
Payment Date" and together constitute the "Interest Payment Dates."
The Series G Junior Subordinated Debentures will also accrue interest at
the rate of 9.12% per annum of the principal amount thereof from April 1, 1997
through and including the Series G Expiration Date, payable on August 1, 1997 to
holders of the Series G Junior Subordinated Debentures on the record date for
such distribution. No deferral of interest will be permitted with respect to
interest accruing from April 1, 1997 through the Series G Expiration Date.
General. The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed, will be computed on the basis of the actual number of days elapsed
per 30-day month. In the event that any date on which interest is payable on any
Junior Subordinated Debentures is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, then such payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such date.
OPTIONS TO EXTEND INTEREST PAYMENT PERIODS
So long as General Motors shall not be in default in the payment of
interest on a series of Junior Subordinated Debentures, General Motors shall
have the right at any time, and from time to time, during the term of such
Junior Subordinated Debentures to defer payments of interest by extending the
interest payment period for a period not exceeding 20 consecutive quarters or
extending beyond the Stated Maturity of such
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Junior Subordinated Debentures, at the end of which Extension Period, General
Motors shall pay all interest then accrued and unpaid together with interest
thereon compounded quarterly at the rate specified for such Junior Subordinated
Debentures to the extent permitted by applicable law; provided, that during any
such Extension Period, General Motors shall not (i) declare or pay any dividend
on, make any distribution with respect to, or redeem, purchase, acquire or make
a liquidation payment with respect to any of its capital stock (other than (a)
purchases or acquisitions of shares of General Motors Common Stock in connection
with the satisfaction by General Motors of its obligations under any employee
benefit plans or any other contractual obligation of General Motors (other than
a contractual obligation ranking pari passu with or junior to the Junior
Subordinated Debentures), (b) the issuance of capital stock in connection with a
recapitalization or reclassification of General Motors capital stock or the
exchange or conversion of one class or series of General Motors' capital stock
for another class or series of General Motors capital stock, in each case by
merger or otherwise, or (c) the purchase of fractional interests in shares of
General Motors' capital stock pursuant to the conversion or exchange provisions
of such General Motors capital stock or the security being converted or
exchanged), (ii) make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities issued by General Motors that
rank pari passu with or junior to such Junior Subordinated Debentures (including
the other series of Junior Subordinated Debentures) and (iii) make any guarantee
payments with respect to the foregoing (other than pursuant to the applicable
Preferred Securities Guarantee). Since the Series D Junior Subordinated
Debentures and the Series G Junior Subordinated Debentures rank pari passu with
each other, if General Motors elects to extend the interest payment period on
one series of Junior Subordinated Debentures it will not be permitted to make
payments on the other series. Prior to the termination of any such Extension
Period, General Motors may further defer payments of interest by extending the
interest payment period; provided, however, that, such Extension Period,
including all such previous and further extensions, may not exceed 20
consecutive quarters or beyond the Stated Maturity of such Junior Subordinated
Debentures. Upon the termination of any Extension Period and the payment of all
amounts then due, General Motors may commence a new Extension Period with
respect to such Junior Subordinated Debentures, subject to the terms set forth
in this section. No interest during an Extension Period, except at the end
thereof, shall be due and payable. General Motors has no present intention of
exercising its right to defer payments of interest by extending the interest
payment period on the Junior Subordinated Debentures. If the applicable
Institutional Trustee shall be the sole holder of the Junior Subordinated
Debentures, General Motors shall give the Regular Trustees of the applicable
Trust and such Institutional Trustee notice of its selection of such Extension
Period one Business Day prior to the earlier of (i) the date distributions on
the applicable Preferred Securities are payable or (ii) the date such Regular
Trustees are required to give notice to the NYSE (or other applicable
self-regulatory organization) or to holders of such Preferred Securities of the
record date or the date such distribution is payable. Such Institutional Trustee
shall give notice of General Motors' selection of such Extension Period to the
holders of the applicable Preferred Securities. If the applicable Institutional
Trustee shall not be the sole holder of such Junior Subordinated Debentures,
General Motors shall give the holders of such Junior Subordinated Debentures
notice of its selection of such Extension Period ten Business Days prior to the
earlier of (i) the applicable Interest Payment Date or (ii) the date upon which
General Motors is required to give notice to the NYSE (or other applicable
self-regulatory organization) or to holders of such Junior Subordinated
Debentures of the record or payment date of such related interest payment.
ADDITIONAL INTEREST
If, at any time while the Institutional Trustee of a Trust is the holder of
any of the Junior Subordinated Debentures purchased by such Trust, such Trust or
such Institutional Trustee shall be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in any
such case, General Motors will pay as additional interest on the applicable
series of Junior Subordinated Debentures such additional amounts as shall be
required so that the net amounts received and retained by such Trust and by such
Institutional Trustee after paying any such taxes, duties, assessments or other
governmental charges will be not less than the amounts such Trust and such
Institutional Trustee would have received had no such taxes, duties, assessments
or other governmental charges been imposed.
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PROPOSED TAX LEGISLATION
On February 6, 1997, as part of President Clinton's Fiscal 1998 Budget
Proposal, the United States Treasury Department proposed legislation that would,
among other things, deny an issuer a deduction for United States federal income
tax purposes for the payment of interest on instruments with characteristics
similar to the Junior Subordinated Debentures. If the proposed legislation were
enacted in its current form, it is not expected to apply to the Junior
Subordinated Debentures because of the terms of the Junior Subordinated
Debentures. There can be no assurances, however, that the proposed legislation,
if enacted, or similar legislation enacted after the date hereof would not
adversely affect the tax treatment of the Junior Subordinated Debentures,
resulting in a Tax Event in respect of either or both Trusts, which would permit
General Motors to cause a redemption of the Preferred Securities at the
applicable Tax Event Redemption Price by electing to prepay the Junior
Subordinated Debentures at the applicable Tax Event Prepayment Price. See
"Description of the Preferred Securities--Tax Event Redemptions."
INDENTURE EVENTS OF DEFAULT
If an Indenture Event of Default shall occur and be continuing, the
applicable Institutional Trustee, as the holder of the Junior Subordinated
Debentures purchased by the applicable Trust, will have the right to declare the
principal of and the interest on such Junior Subordinated Debentures and any
other amounts payable under the Indenture to be forthwith due and payable and to
enforce its other rights as a creditor with respect to such Junior Subordinated
Debentures.
The Indenture provides that any one or more of the following described
events which has occurred and is continuing constitutes an "Indenture Event of
Default" with respect to a series of the Junior Subordinated Debentures to which
the Indenture relates:
(a) default for 30 days in payment of any installment of interest on
such Junior Subordinated Debentures when due; provided, however, that a
valid extension of the interest payment period by General Motors shall not
constitute a default in the payment of interest for this purpose; or
(b) default in payment of principal and premium, if any, on such
Junior Subordinated Debentures when due either at maturity, upon
redemption, by declaration or otherwise; or
(c) default by General Motors in the performance of any other of the
covenants or agreements with respect to such Junior Subordinated Debentures
in such Indenture which shall not have been remedied for a period of 90
days after notice; or
(d) certain events of bankruptcy, insolvency or reorganization of
General Motors; or
(e) the voluntary or involuntary dissolution, winding-up or
termination of the applicable Trust, except in connection with the
distribution of such Junior Subordinated Debentures to the holders of such
Trust Securities in liquidation of the Trust, the redemption of all of the
Trust Securities of such Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the applicable Declaration.
The Indenture provides that, if an Indenture Event of Default shall have
occurred and be continuing with respect to a series of Junior Subordinated
Debentures, either the Debt Trustee or the holders of not less than 25 percent
in aggregate principal amount of the applicable series of Junior Subordinated
Debentures then outstanding may declare the principal of all Junior Subordinated
Debentures of such series to be due and payable immediately. The holders of a
majority in aggregate outstanding principal amount of Junior Subordinated
Debentures of such series may annul such declaration and waive the default if
the default (other than the non-payment of the principal of Junior Subordinated
Debentures of such series which has become due solely by such acceleration) has
been cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
applicable Debt Trustee.
With respect to each Trust, an Indenture Event of Default also constitutes
a Declaration Event of Default. The holders of Preferred Securities in certain
circumstances have the right to direct the applicable Institutional Trustee to
exercise its rights as the holder of the related Junior Subordinated Debentures.
See "Description of the Preferred Securities--Declaration Events of Default" and
"--Voting Rights." If such
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Institutional Trustee fails to enforce its rights under such Junior Subordinated
Debentures after a holder of record of Preferred Securities has made a written
request, such holder of record of such Preferred Securities may institute a
legal proceeding directly against General Motors to enforce such Institutional
Trustee's rights under such Junior Subordinated Debentures without first
instituting any legal proceeding against such Institutional Trustee or any other
person or entity. Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of
General Motors to pay interest or principal on such Junior Subordinated
Debentures on the date such interest or principal is otherwise payable, General
Motors acknowledges that a holder of the related Preferred Securities may then
institute a Direct Action for payment on or after the respective due date
specified in such Junior Subordinated Debentures. Notwithstanding any payments
made to such holder of Preferred Securities by General Motors in connection with
a Direct Action, General Motors shall remain obligated to pay the principal of
or interest on such Junior Subordinated Debentures held by the applicable Trust
or the Institutional Trustee of such Trust, and General Motors shall be
subrogated to the rights of the holder of such Preferred Securities with respect
to payments on such Preferred Securities to the extent of any payments made by
General Motors to such holder in any Direct Action. Except as provided in the
preceding sentence and in the Preferred Securities Guarantee, the holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of such Junior Subordinated Debentures.
CERTAIN COVENANTS OF GENERAL MOTORS
If (i) there shall have occurred any event that would constitute an
Indenture Event of Default under the Indenture with respect to a series of the
Junior Subordinated Debentures or (ii) General Motors shall be in default with
respect to its payment of any obligations under the applicable Preferred
Securities Guarantee or the applicable Common Securities Guarantee or (iii)
General Motors shall have given notice of its election to defer payments of
interest on the applicable series of the Junior Subordinated Debentures by
extending the interest payment period and such period, or any extension thereof,
shall be continuing, then (a) General Motors shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (x) purchases or acquisitions or shares of General Motors Common
Stock in connection with the satisfaction by General Motors of its obligations
under any employee benefit plans or any other contractual obligation of General
Motors (other than a contractual obligation ranking pari passu with or junior to
such Junior Subordinated Debentures, such as the other series of Junior
Subordinated Debentures), (y) issuance of capital stock in connection with a
recapitalization or reclassification of General Motors capital stock or the
exchange or conversion of one class or series of General Motors capital stock
for another class or series of General Motors capital stock, in each case by
merger or otherwise, or (z) the purchase of fractional interests in shares of
General Motors capital stock pursuant to the conversion or exchange provisions
of such General Motors capital stock or the security being converted or
exchanged), (b) General Motors shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities issued
by General Motors which rank pari passu with or junior to such Junior
Subordinated Debentures (including the other series of Junior Subordinated
Debentures) and (c) General Motors shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the applicable Preferred
Securities Guarantee).
For so long as any such Trust Securities remain outstanding, General Motors
will covenant (i) to directly or indirectly maintain 100 percent ownership of
the Common Securities of the applicable Trust; provided, however, that any
permitted successor of General Motors under the Indenture may succeed to General
Motors' ownership of such Common Securities, (ii) to use its reasonable efforts
to cause such Trust (a) to remain a statutory business trust, except in
connection with the distribution of the related Junior Subordinated Debentures
to the holders of such Trust Securities in liquidation of such Trust, the
redemption of all of such Trust Securities of the Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration relating
to such Trust, and (b) to otherwise continue not to be treated as an association
taxable as a corporation or a partnership for United States federal income tax
purposes and (iii) to use its reasonable efforts to cause each holder of such
Trust Securities to be treated as owning an undivided beneficial interest in
such Junior Subordinated Debentures.
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BOOK-ENTRY AND SETTLEMENT
If any Junior Subordinated Debentures are distributed to holders of Trust
Securities (see "Description of the Preferred Securities"), such Junior
Subordinated Debentures will be issued in fully registered form. In such event,
investors may elect to hold their Junior Subordinated Debentures directly or,
subject to the rules and procedures of a Depository Institution, hold interests
in a global certificate registered in the name of a Depository Institution or
its nominee.
For a description of a Depository Institution and a Depository
Institution's book-entry system, see "Description of the Preferred
Securities--Book-Entry; Delivery and Form." As of the date of this Prospectus,
the description herein of a Depository Institution's book-entry system and
Depository Institution's practices as they relate to purchases, transfers,
notices and payments with respect to the Preferred Securities apply in all
material respects to any Junior Subordinated Debentures registered in the name
of and held by a Depository Institution or its nominee.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting General Motors and the Debt
Trustee, with the consent of the holders of not less than a majority in
principal amount of the securities of all series affected by such modification
at the time outstanding, and, in the case of the Junior Subordinated Debentures,
the holders of a majority in aggregate liquidation amount of the related
Preferred Securities, to modify the Indenture; provided that no such
modification shall, without the consent of the holders of each Junior
Subordinated Debenture affected thereby and each related Preferred Security, (i)
extend the fixed maturity of such Junior Subordinated Debentures, or reduce the
principal amount thereof or any premium thereon, or reduce any amount payable on
redemption thereof, or reduce the rate or extend the time of payment of interest
thereon, or make the principal of, or interest or premium on, such Junior
Subordinated Debentures payable in any coin or currency other than that provided
in such Junior Subordinated Debentures, or impair or affect the right of any
holder of the applicable series of Junior Subordinated Debentures to institute
suit for the payment thereof or the right of prepayment, if any, at the option
of the holder or (ii) reduce the aforesaid percentage of Junior Subordinated
Debentures the consent of the holders of which is required for any such
modification.
The Indenture also contains provisions permitting General Motors and the
Debt Trustee to enter into one or more indentures supplemental to the Indenture,
without the consent of the holders of the applicable series of Junior
Subordinated Debentures, for one or more of the following purposes: (i) to
evidence the succession of another corporation to General Motors and the
assumption by such successor corporation of the covenants, agreements and
obligations of General Motors as permitted under the Indenture; (ii) to add to
the covenants, restrictions or obligations of General Motors, as described in
the Indenture; (iii) to provide for the issuance of such series of Junior
Subordinated Debentures in coupon form and to provide for exhangeability of such
Junior Subordinated Debentures for the applicable series of Junior Subordinated
Debentures issued under the Indenture; (iv) to cure any ambiguity or to correct
or supplement any provision of the Indenture which may be defective or
inconsistent with any other provision of the Indenture; (v) to evidence and
provide for the acceptance of appointment under the Indenture by a successor
trustee and to make appropriate additions and changes to the provisions of the
Indenture to provide for the administration of the trusts thereunder by more
than one trustee, as described in the Indenture; (vi) to make any change that
does not adversely affect the rights of any holder of the applicable series of
Junior Subordinated Debentures in any material respect; or (vii) to provide for
the issuance of and establish the form and terms and conditions of any series of
securities to be issued under the Indenture, to establish the form of any
certifications required to be furnished pursuant to the Indenture or any series
of securities, or to add to the rights of the holders of any series of
securities issued under the Indenture.
A supplemental indenture which changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of securities, or which modifies the
rights of securityholders of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under the Indenture or the
securityholders of any other series.
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It shall not be necessary for the consent of the holders under the
Indenture to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.
MERGERS, CONSOLIDATIONS, CONVEYANCES AND TRANSFERS
The provisions of the Indenture permit the consolidation or merger of
General Motors with or into one or more other corporations (whether or not
affiliated with General Motors), and successive consolidations or mergers in
which General Motors (or its successor or successors) shall be a party or
parties, and the sale, conveyance, transfer or other disposition of the property
of General Motors (or its successor or successors) to any other corporation
(whether or not affiliated with General Motors or its successor or successors)
authorized to acquire and operate the same; provided, however, that, upon any
such consolidation, merger, sale, conveyance, transfer or other disposition, the
due and punctual payment by General Motors of the principal of and premium (if
any) and interest on all of the Junior Subordinated Debentures of all series in
accordance with the terms of each series, and the due and punctual performance
and observance of all the covenants and conditions of the Indenture with respect
to each series or established with respect to such series to be kept or
performed by General Motors, as the case may be, shall be expressly assumed, by
supplemental indenture executed and delivered to the Debt Trustee, by the entity
formed by such consolidation, or into which General Motors shall have merged, or
by the entity which shall have acquired such property; provided, further, that
after giving effect to such supplemental indenture, no default shall have
occurred and be continuing under the Indenture. In case of any such
consolidation, merger, conveyance or transfer and upon the assumption by the
successor corporation of the due and punctual payment of the principal of and
premium (if any) and interest on all of such Junior Subordinated Debentures and
the due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed or observed by General Motors, such
successor corporation shall succeed to and be substituted for General Motors,
with the same effect as if it had been named as the party of the Indenture, and
General Motors shall be relieved of any further liability or obligation under
the Indenture or upon such Junior Subordinated Debentures. Such successor
corporation may issue any or all of the Junior Subordinated Debentures issuable
under the Indenture; and, upon the order of such successor corporation, the Debt
Trustee (or the authenticating agent) shall authenticate and deliver any such
Junior Subordinated Debentures, as described in the Indenture. The Indenture
further provides that all Junior Subordinated Debentures so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Junior
Subordinated Debentures theretofore or thereafter issued in accordance with the
terms of the Indenture as though all of such Junior Subordinated Debentures had
been issued at the date of the execution of the Indenture.
DEFEASANCE AND DISCHARGE
The Indenture provides that General Motors, at General Motors' option: (i)
will be discharged from any and all obligations in respect of a series of the
Junior Subordinated Debentures (except for certain obligations to register the
transfer or exchange of such Junior Subordinated Debentures, replace stolen,
lost or mutilated Junior Subordinated Debentures, maintain paying agencies and
hold moneys for payment in trust) or (ii) need not comply with certain
restrictive covenants of the Indenture with respect to such Junior Subordinated
Debentures (including those described herein under "Certain Covenants of General
Motors"), in each case if General Motors deposits, in trust with the Debt
Trustee or a defeasance agent, money or United States government obligations
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount sufficient to pay
all the principal of, and interest and premium, if any, on, such Junior
Subordinated Debentures on the dates such payments are due in accordance with
the terms of such Junior Subordinated Debentures. To exercise any such option,
General Motors is required to deliver to the Debt Trustee and the applicable
defeasance agent, if any, an opinion of counsel to the effect that (a) the
deposit and related defeasance would not cause the holders of such Junior
Subordinated Debentures to recognize income, gain or loss for United States
federal income tax purposes and, in the case of a discharge pursuant to clause
(i), such opinion shall be accompanied by a private letter ruling to that effect
received by General Motors from the United States Internal Revenue Service or a
revenue ruling pertaining to a comparable form of transaction to that effect
published by the United States Internal Revenue
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Service, and (b) if listed on any national securities exchange, such Junior
Subordinated Debentures would not be delisted from such exchange as a result of
the exercise of such option.
GOVERNING LAW
The Indenture and each series of the Junior Subordinated Debentures issued
thereby will be governed by, and construed in accordance with, the internal laws
of the State of New York.
MISCELLANEOUS
The Indenture will provide that General Motors will pay all fees and
expenses related to (i) the offering of the Trust Securities and the Junior
Subordinated Debentures, (ii) the organization, maintenance and dissolution of
the Trusts, (iii) the retention of the Regular Trustees of such Trust and (iv)
the enforcement by the Institutional Trustee of such Trust of the rights of the
holders of such Trust's Preferred Securities.
General Motors will have the right at all times to assign any of its
respective rights or obligations under the Indenture to a direct or indirect
wholly owned subsidiary of General Motors; provided that, in the event of any
such assignment, General Motors will remain liable for all of their respective
obligations. Subject to the foregoing, the Indenture will be binding upon and
inure to the benefit of the parties thereto and their respective successors and
assigns. The Indenture provides that it may not otherwise be assigned by the
parties thereto.
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DESCRIPTION OF THE PREFERENCE STOCKS AND DEPOSITARY SHARES
Set forth below is a summary of the material terms of the Preference Stocks
and the Depositary Shares. Such summary does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the provisions of
General Motors' Restated Certificate of Incorporation, as amended (the "General
Motors Certificate of Incorporation"), and the Certificate of Designation for
each series of Preference Stock and the Deposit Agreement for each series of
Depositary Shares. Whenever defined terms in the applicable Deposit Agreement
are referred to in this "Description of the Preference Stocks and Depositary
Shares," such defined terms are incorporated by reference herein.
PREFERENCE STOCKS
General Motors currently has outstanding three series of preference stock
(collectively, "General Motors Preference Stock"): Series B 9 1/8% Preference
Stock ("Series B 9 1/8% Preference Stock"), Series D 7.92% Preference Stock and
Series G 9.12% Preference Stock. Each series of the General Motors Preference
Stock ranks junior to General Motors' preferred stock ("General Motors Preferred
Stock"), if any were outstanding, and ranks senior to General Motors Common
Stock with respect to payment of dividends and distributions in liquidation.
Interests in each of such series of General Motors Preference Stock are
held by the public in the form of depositary shares, each of which represents a
fractional interest in one share of such General Motors Preference Stock. The
fractional interest which a single depositary share represents in relation to
outstanding shares of the corresponding series of General Motors Preference
Stock is as follows: each Series B 9 1/8% Depositary Share, $25.00 per share
stated value, represents a one-fourth (0.25) interest in one share of Series B
9 1/8% Preference Stock, $100.00 per share stated value; each Series D 7.92%
Depositary Share, $25.00 per share stated value, represents a one-fourth (0.25)
interest in one share of Series D 7.92% Preference Stock, $100.00 per share
stated value; and each Series G 9.12% Depositary Share, $25.00 per share stated
value, represents a one-fourth (0.25) interest in one share of Series G 9.12%
Preference Stock, $100.00 per share stated value.
THE OFFERS BEING MADE HEREBY RELATE ONLY TO THE SERIES D 7.92% DEPOSITARY
SHARES AND THE SERIES G 9.12% DEPOSITARY SHARES. NO OFFER IS BEING MADE FOR ANY
SERIES B 9 1/8% DEPOSITARY SHARES.
As of the date of this Prospectus, the following shares of the Preference
Stocks were outstanding: 1,517,477 shares of Series D 7.92% Preference Stock,
represented by 6,069,909 Series D 7.92% Depositary Shares, and 2,519,974 shares
of Series G 9.12% Preference Stock, represented by 10,079,899 Series G 9.12%
Depositary Shares.
The following discussion of the Series D 7.92% Preference Stock and the
Series G 9.12% Preference Stock is based on shares of General Motors Preference
Stock rather than the corresponding Depositary Shares.
Series D 7.92% Preference Stock
Dividends. Subject to the rights of the holders of General Motors Preferred
Stock (if any), dividends will be paid on the outstanding shares of Series D
7.92% Preference Stock when, as and if declared by the General Motors Board 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 General Motors Preferred
Stock or General Motors Preference Stock.
Holders of shares of Series D 7.92% Preference Stock 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 share of Series D 7.92%
Preference Stock), 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 General Motors Board. Dividends on
the shares of Series D 7.92% Preference Stock, whether
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or not declared, will be cumulative from the date of original issue of the
shares of Series D 7.92% Preference Stock. 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
General Motors Common Stock or other stock ranking junior to the shares of
Series D 7.92% Preference Stock (other than a dividend payable in shares of any
class of General Motors Common Stock) and General Motors will not redeem,
repurchase or otherwise acquire any shares of General Motors Common Stock or
other stock ranking junior to the shares of Series D 7.92% Preference Stock
(other than a redemption or purchase of shares of General Motors 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 shares of Series D 7.92% Preference Stock have been paid. Dividends
will not be declared on any series of General Motors Preference Stock for any
prior dividend payment period unless there shall have been declared on all
outstanding shares of General Motors 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 General Motors Preference Stock.
Conversion. The shares of Series D 7.92% Preference Stock are not
convertible into shares of any other class of capital stock of General Motors.
Redemption. The shares of Series D 7.92% Preference Stock 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
shares of Series D 7.92% Preference Stock, as a whole or in part, at any time or
from time to time, for cash in an amount equal to $100 per share of Series D
7.92% Preference Stock, plus an amount equal to all dividends accrued and unpaid
thereon to the date fixed for redemption. If less than all outstanding shares of
Series D 7.92% Preference Stock 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
shares of Series D 7.92% Preference Stock 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 shares of Series D 7.92% Preference Stock will be entitled to the
liquidation preference described below, after the holders of General Motors
Preferred Stock (if any), receive the full preferential amounts to which they
are entitled and before any distribution to holders of General Motors Common
Stock. The holders of the shares of Series D 7.92% Preference Stock 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 shares of Series D 7.92%
Preference Stock 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 shares of Series D 7.92% Preference Stock and the
holders of any other series of General Motors Preference Stock which is on
parity with the shares of Series D 7.92% Preference Stock as to liquidation
rights, then the holders of the shares of Series D 7.92% Preference Stock 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 shares of Series D 7.92% Preference Stock 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
shares of Series D
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7.92% Preference Stock, which requires the prior approval of the holders of at
least two-thirds of the outstanding shares of Series D 7.92% Preference Stock,
and (ii) in the event General Motors fails to pay accumulated preferential
dividends on the shares of Series D 7.92% Preference Stock 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
shares of Series D 7.92% Preference Stock, voting together as a class with all
other series of General Motors Preference Stock ranking junior to or on a parity
with the shares of Series D 7.92% Preference Stock 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 shares of
Series D 7.92% Preference Stock have been paid.
Series G 9.12% Preference Stock
Dividends. Subject to the rights of the holders of General Motors Preferred
Stock (if any), dividends will be paid on the outstanding shares of Series G
9.12% Preference Stock when, as and if declared by the General Motors Board 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 General Motors Preferred
Stock or General Motors Preference Stock.
Holders of shares of Series G 9.12% Preference Stock 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 share of Series G 9.12%
Preference Stock), 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 General Motors Board. Dividends on
the shares of Series G 9.12% Preference Stock, whether or not declared, will be
cumulative from the date of original issue of the shares of Series G 9.12%
Preference Stock. 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
General Motors Common Stock or other stock ranking junior to the shares of
Series G 9.12% Preference Stock (other than a dividend payable in shares of any
class of General Motors Common Stock) and General Motors will not redeem,
repurchase or otherwise acquire any shares of General Motors Common Stock or
other stock ranking junior to the shares of Series G 9.12% Preference Stock
(other than a redemption or purchase of shares of General Motors 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 shares of Series G 9.12% Preference Stock have been paid. Dividends
will not be declared on any series of General Motors Preference Stock for any
prior dividend payment period unless there shall have been declared on all
outstanding shares of General Motors 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 General Motors Preference Stock.
Conversion. The shares of Series G 9.12% Preference Stock are not
convertible into shares of any other class of capital stock of General Motors.
Redemption. The shares of Series G 9.12% Preference Stock 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
shares of Series G 9.12% Preference Stock, as a whole or in part, at any time or
from
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time to time, for cash in an amount equal to $100 per share of Series G 9.12%
Preference Stock, plus an amount equal to all dividends accrued and unpaid
thereon to the date fixed for redemption. If less than all outstanding shares of
Series G 9.12% Preference Stock 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
shares of Series G 9.12% Preference Stock 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 shares of Series G 9.12% Preference Stock will be entitled to the
liquidation preference described below, after the holders of General Motors
Preferred Stock (if any), receive the full preferential amounts to which they
are entitled and before any distribution to holders of General Motors Common
Stock. The holders of the shares of Series G 9.12% Preference Stock 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 9.12% 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 shares of Series G 9.12% Preference Stock and the
holders of any other series of General Motors Preference Stock which is on
parity with the shares of Series G 9.12% Preference Stock as to liquidation
rights, then the holders of the shares of Series G 9.12% Preference Stock 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 shares of Series G 9.12% Preference Stock 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
shares of Series G 9.12% Preference Stock, which requires the prior approval of
the holders of at least two-thirds of the outstanding shares of Series G 9.12%
Preference Stock, and (ii) in the event General Motors fails to pay accumulated
preferential dividends on the shares of Series G 9.12% Preference Stock 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 shares of Series G 9.12% Preference Stock, voting together as a
class with all other series of General Motors Preference Stock ranking junior to
or on a parity with the shares of Series G 9.12% Preference Stock 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 shares of Series G 9.12% Preference Stock have been paid.
Transfer Agent, Registrar, Dividend Disbursing Agent and Redemption Agent
The transfer agent, registrar, dividend agent and redemption agent for all
shares of General Motors Preference Stock is The First National Bank of Boston
(the "Transfer Agent"). The First National Bank of Boston acts as the Depositary
(the "Depositary") for the Depositary Shares.
DEPOSITARY SHARES
The Series D 9.12% Depositary Shares are issued under a Deposit Agreement,
as amended (the "Series D Deposit Agreement"), between General Motors, Boston
EquiServe, as the Series D Depositary, and the holders from time to time of the
related depositary receipts evidencing the Series D 7.92% Depositary Shares (the
"Series D Deposit Receipts"). The Series G 9.12% Depositary Shares are issued
under a Deposit Agreement, as amended (the "Series G Deposit Agreement"),
between General Motors, The First National Bank of Boston, as the Series G
Depositary, and the holders from time to time of the related depositary receipts
evidencing the Series G 9.12% Depositary Shares (the Series G Deposit
Receipts"). The Series D Deposit Agreement and the Series G Deposit Agreement
are each a "Deposit Agreement" and together constitute the "Deposit Agreements."
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General
Each Series D 7.92% Depositary Share represents one-fourth of a share of
the Series D 7.92% Preference Stock (the equivalent of $25 liquidation
preference of Series D 7.92% Preference Stock). Each Series G 9.12% Depository
Share represents one-fourth of a share of the Series G 9.12% Preference Stock
(the equivalent of $25 liquidation preference of Series G 9.12% Preference
Stock.
Subject to the terms of the applicable Deposit Agreement, each owner of a
Depositary Share is entitled, in proportion to the one-fourth of a share of the
Preference Stock represented by such Depositary Share, to all the rights and
preferences of the shares of the Preference Stock represented thereby (including
dividend, voting, redemption and liquidation rights).
The Series D 7.92% Depositary Shares are listed on the NYSE under the
symbol "GM Pr D" and the Series G 9.12% Depository Shares are listed and traded
on the NYSE under the symbol "GM Pr G".
Dividends and Other Distributions
Each Depositary distributes all cash dividends or other cash distributions
received in respect of applicable shares of such Preference Stock to the record
holders of Depositary Shares relating to the Preference Stock in proportion to
the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, each Depositary will
distribute property received by it to the record holders of the applicable
Depositary Shares in an equitable manner in proportion to the number of such
Depositary Shares owned by such holders, unless such Depositary determines that
it is not feasible to make such distribution, in which case such Depositary may
sell such property and distribute the net proceeds from such sale to such
holders.
Redemptions of Depositary Shares
If the shares of either series of the Preference Stock are redeemed, the
related Depositary Shares will be redeemed from the proceeds received by the
applicable Depositary resulting from the redemption, in whole or in part, of
such shares of the applicable Preference Stock held by such Depositary. With
respect to both series of the Depository Shares, the redemption price per
Depositary Share will be equal to one-fourth of the redemption price per share
payable with respect to the applicable Preference Stock. Whenever General Motors
redeems shares of any Preference Stock held by the applicable Depositary, such
Depositary will redeem as of the same redemption date the number of Depositary
Shares representing shares of the Preference Stock so redeemed. If fewer than
all of the Depositary Shares of either series are to be redeemed, the Depositary
Shares to be redeemed will be selected by lot, pro rata or by any other
equitable method as may be determined by the applicable Depositary.
Voting the Shares of the Preference Stocks
Upon receipt of notice of any meeting at which the holders of a series of
the Preference Stocks are entitled to vote, the Depositary for the related
Depository Shares will mail the information contained in such notice of meeting
to the record holders of the Depositary Shares relating to such shares of the
related Preference Stock. Each record holder of such Depositary Shares on the
record date (which will be the same date as the record date for the shares of
the related Preference Stock) is entitled to instruct such Depositary as to the
exercise of the voting rights pertaining to the fraction of the shares of the
Preference Stock represented by such holder's Depositary Shares. Such Depositary
will endeavor, insofar as practicable, to vote the number of shares of the
Preference Stock represented by such Depositary Shares in accordance with such
instructions, and General Motors will agree to take all reasonable action that
may be deemed necessary by the such Depositary in order to enable the such
Depositary to do so. Such Depositary will abstain from voting such shares of the
Preference Stock to the extent it does not receive specific instructions from
the holder of Depositary Shares representing such shares of the Preference
Stock.
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Amendment and Termination of the Deposit Agreements
The forms of Depositary Receipts evidencing each series of the Depositary
Shares and any provision of the applicable Deposit Agreement may at any time be
amended by agreement between General Motors and the applicable Depositary.
However, any amendment that materially and adversely alters the rights of the
holders of Depositary Shares will not be effective unless the holders of at
least a majority of the applicable series of Depositary Shares then outstanding
approve such amendment. Each Deposit Agreement will only terminate if (i) all
outstanding Depositary Shares of the applicable series have been redeemed or
(ii) there has been a final distribution in respect of the shares of the
Preference Stock represented by such Depositary Shares in connection with any
liquidation, dissolution or winding up of General Motors and such distribution
has been distributed to the holders of such Depositary Shares.
Charges of Depositaries
General Motors is required to pay all transfer and other taxes and
governmental charges arising solely from the existence of each of the depositary
arrangements. General Motors paid charges of each Depositary in connection with
the initial deposit of the applicable shares of the Preference Stock and the
issuance of the related Depositary Shares, and is required to pay charges of
each Depositary in connection with all withdrawals of shares of the applicable
Preference Stock by owners of the related Depositary Shares and any redemption
of the shares of such Preference Stock. Holders of Depositary Shares are
required to pay other transfer and other taxes and governmental charges and such
other charges as are expressly provided in the applicable Deposit Agreement to
be for their accounts.
Resignation and Removal of Depositaries
Each Depositary may resign at any time by delivering to General Motors
notice of its election to do so. General Motors may at any time remove the
Depositary. Any such resignation or removal shall take effect upon the
appointment of a successor Depositary and its acceptance of such appointment.
Each successor Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.
Miscellaneous
Each Depositary is required to forward all reports and communications from
General Motors that are delivered to such Depositary and that General Motors is
required or otherwise determines to furnish to the holders of the shares of the
applicable series of Preference Stock.
Neither Depositary nor General Motors is liable under the applicable
Deposit Agreement to holders of Depositary Receipts issued by the applicable
Depositary other than for negligence, bad faith or willful misconduct. Neither
Depositary nor General Motors is obligated to prosecute or defend any legal
proceeding in respect of any Depositary Shares or Preference Stock unless
satisfactory indemnity is furnished. General Motors and each Depositary may rely
upon written advice of counsel or accountants, or upon information provided by
persons presenting shares of the applicable Series of Preference Stock for
deposit, holders of the applicable Depositary Receipts or other persons believed
to be competent and on documents believed to be genuine.
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RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE JUNIOR
SUBORDINATED DEBENTURES AND THE PREFERRED SECURITIES GUARANTEES
As set forth in the applicable Declaration, each Trust exists for the
purpose of (i) issuing (a) its Preferred Securities in exchange for Depositary
Shares validly tendered in its Offer and delivering such Depositary Shares to
General Motors in consideration of the deposit by General Motors as trust assets
of the applicable series of Junior Subordinated Debentures having an aggregate
stated principal amount equal to the aggregate stated liquidation amount of such
Trust's Preferred Securities, and (b) its Common Securities to General Motors in
exchange for cash and investing the proceeds thereof in an equivalent amount of
the applicable series of the Junior Subordinated Debentures.
As long as payments of interest and other payments are made when due on
each series of the Junior Subordinated Debentures, such payments will be
sufficient to cover distributions and payments due on the Trust Securities of
each Trust because of the following factors: (i) the aggregate principal amount
of Junior Subordinated Debentures held by each Trust will be equal to the sum of
the aggregate stated liquidation amount of its Trust Securities; (ii) the
interest rate and the interest and other payment dates on such Junior
Subordinated Debentures will match the distribution rate and distribution and
other payment dates for such Preferred Securities; (iii) General Motors shall
pay all, and no Trust shall not obligated to pay, directly or indirectly, any
costs, expenses, debts, and obligations of such Trust (other than with respect
to its Trust Securities); and (iv) the applicable Declaration further provides
that the Regular Trustees of such Trust shall not take or cause or permit such
Trust to, among other things, engage in any activity that is not consistent with
the purposes of such Trust.
Payments of distributions (to the extent funds therefor are available) and
other payments due on each series of the Preferred Securities (to the extent
funds therefor are available) are guaranteed by General Motors as and to the
extent set forth under "Description of the Preferred Securities Guarantees." If
General Motors does not make interest payments on the Junior Subordinated
Debentures purchased by each Trust, such Trust will not have sufficient funds to
pay distributions on its Preferred Securities. Each Preferred Securities
Guarantee does not apply to any payment of distributions unless and until the
applicable Trust has sufficient funds for the payment of such distributions.
Each Preferred Securities Guarantee covers the payment of distributions and
other payments on applicable Preferred Securities only if and to the extent that
General Motors has made a payment of interest or principal on the Junior
Subordinated Debentures held by such Trust as its sole asset. Each Preferred
Securities Guarantee, when taken together with General Motors' obligations under
the applicable Junior Subordinated Debentures and the Indenture and its
obligations under the Declaration, including its obligations to pay costs,
expenses, debts and liabilities of such Trust (other than with respect to its
Trust Securities), provide a full and unconditional guarantee of amounts on such
Trust's Preferred Securities.
If General Motors fails to make interest or other payments on Junior
Subordinated Debentures when due (taking account of any Extension Period), the
Declaration relating to each Trust provides a mechanism whereby the holders of
the Preferred Securities of such Trust, using the procedures described in
"Description of the Preferred Securities--Book-Entry; Delivery and Form" and
"--Voting Rights," may direct the Institutional Trustee of such Trust to enforce
its rights under such Junior Subordinated Debentures. If such Institutional
Trustee fails to enforce its rights under such Junior Subordinated Debentures, a
holder of the related Preferred Securities may institute a legal proceeding
against General Motors to enforce such Institutional Trustee's rights under such
Junior Subordinated Debentures without first instituting any legal proceeding
against such Institutional Trustee or any other person or entity.
Notwithstanding the foregoing, if a Declaration Event of Default with respect to
a Trust has occurred and is continuing and such event is attributable to the
failure of General Motors to pay interest or principal on the Junior
Subordinated Debentures held by such Trust on the date such interest or
principal is otherwise payable (or in the case of redemption on the redemption
date), then a holder of the related Preferred Securities may institute a Direct
Action for payment on or after the respective due date specified in such Junior
Subordinated Debentures. In connection with such Direct Action, General Motors
will be subrogated to the rights of such holder of Preferred Securities under
applicable Declaration to the extent of any payment made by General Motors to
such holder of Preferred Securities in such Direct Action. General Motors, under
the applicable Preferred
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Securities Guarantee, acknowledges that the Guarantee Trustee for such Preferred
Securities Guarantee shall enforce such Preferred Securities Guarantee on behalf
of the holders of the Preferred Securities to which such Preferred Securities
Guarantee relates. If General Motors fails to make payments under any Preferred
Securities Guarantee, any holder of Preferred Securities to which such Preferred
Securities Guarantee relates may institute a Direct Action against General
Motors to enforce the applicable Guarantee Trustee's rights and the obligations
of General Motors under such Preferred Securities Guarantee without first
instituting a legal proceeding against applicable Trust, such Guarantee Trustee,
or any other person or entity.
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UNITED STATES FEDERAL INCOME TAXATION
The following is a general summary of the material United States federal
income tax consequences of the issuance of Preferred Securities in exchange for
the Depositary Shares pursuant to the Offers, and of the ownership and
disposition of Preferred Securities. To the extent it relates to matters of law
or legal conclusions, this summary constitutes the opinion of Robert N. Deitz,
Esq. Tax Staff of General Motors, counsel to General Motors and each Trust (Mr.
Deitz, in his capacity as tax counsel to General Motors and each Trust, is
referred to herein as "Tax Counsel"). Unless otherwise stated, this summary
deals only with Preferred Securities held as capital assets by a holder who
receives such Preferred Securities pursuant to an Offer (an "Initial Holder")
and who holds the Depositary Shares tendered in such Offer as capital assets.
This summary does not discuss all the tax consequences that may be relevant to a
particular Initial Holder in light of the Initial Holder's particular
circumstances and it is not intended to be applicable in all respects to all
categories of Initial Holders, some of whom (such as insurance companies,
tax-exempt persons, financial institutions, regulated investment companies,
dealers in securities or currencies, persons that hold Depositary Shares or
Preferred Securities received in the exchange as a position in a "straddle," as
part of a "synthetic security," "hedge," "conversion transaction" or other
integrated investment or persons whose functional currency is other than United
States dollars) may be subject to different rules not discussed below. In
addition, this summary does not address any state, local or foreign tax
considerations that may be relevant to an Initial Holder's decision to exchange
Depositary Shares for Preferred Securities pursuant to the Offers. This summary
is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations thereunder and administrative and judicial interpretations thereof,
as of the date hereof, all of which are subject to change (possibly on
retroactive basis). However, such summary and the opinion rendered by Tax
Counsel have no binding effect on the Internal Revenue Service ("IRS") or on the
courts.
ALL HOLDERS OF DEPOSITARY SHARES ARE ADVISED TO CONSULT THEIR TAX ADVISORS
AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OF
DEPOSITARY SHARES FOR PREFERRED SECURITIES PURSUANT TO AN OFFER AND OF THE
OWNERSHIP AND DISPOSITION OF PREFERRED SECURITIES IN LIGHT OF THEIR PARTICULAR
CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR OTHER TAX LAWS.
EXCHANGE OF DEPOSITARY SHARES FOR PREFERRED SECURITIES IN THE OFFERS
The exchange of Depositary Shares for Preferred Securities pursuant to an
Offer will be a taxable transaction. Holders who participate in the exchange and
who actually or constructively own solely Depositary Shares, or who actually or
constructively own Depository Shares and a minimal percentage of any other class
of General Motors capital stock, and who do not exercise any control over the
affairs of General Motors, will recognize gain or loss in an amount equal to the
difference between the fair market value of the Preferred Securities received,
measured on the applicable Exchange Date, and the exchanging holder's tax basis
in the Depositary Shares exchanged therefor. Such amount will be long-term
capital gain or loss if such Depositary Shares have been held for more than one
year as of such date. General Motors will provide information, prior to January
31, 1998, concerning such fair market value to the Exchange Agent, which will
provide such information to holders of record who exchange Depositary Shares for
Preferred Securities other than holders who demonstrate that they are not U.S.
persons (as described under "--United States Alien Holders"), on a Form 1099-B
reporting such information. It is anticipated that persons who hold such
Depositary Shares as nominees for beneficial holders will provide such
information to such beneficial holders. A holder's aggregate tax basis (and such
holder's issue price) in his or her pro rata share of the underlying Junior
Subordinated Debentures will be equal to the fair market value of the Preferred
Securities received pursuant to an Offer on the applicable Exchange Date.
Holders who actually or constructively own more than a minimal percentage
of any other class of General Motors stock are advised to consult their tax
advisors as to the income tax consequences of exchanging Depositary Shares in
either or both of the Offers.
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CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES
In connection with the issuance of the Junior Subordinated Debentures, Tax
Counsel will confirm his earlier opinion generally to the effect that under then
current law and assuming full compliance with the terms of the Indenture (and
certain other documents), and based on certain facts and assumptions contained
in such opinion, each series of the Junior Subordinated Debentures will be
classified for United States federal income tax purposes as indebtedness of
General Motors.
CLASSIFICATION OF THE TRUSTS
In connection with the issuance of the Preferred Securities, Tax Counsel
will confirm his earlier opinion generally to the effect that, under then
current law and assuming full compliance with the terms of the Declaration
relating to each Trust and the Indenture (and certain other documents), and
based on certain facts and assumptions contained in such opinion, each Trust
will be classified for United States federal income tax purposes as a grantor
trust and not as an association taxable as a corporation. Accordingly, for
United States federal income tax purposes, each holder of Preferred Securities
generally will be considered the owner of an undivided interest in the
underlying Junior Subordinated Debentures, and each holder will be required to
include in its gross income any interest (or OID accrued) with respect to its
allocable share of those Junior Subordinated Debentures.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
Under recently issued Treasury regulations (the "Regulations") applicable
to debt instruments issued on or after August 13, 1996, a "remote" contingency
that stated interest will not be timely paid will be ignored in determining
whether a debt instrument is issued with OID. General Motors believes that the
likelihood of its exercising its option to defer payments of interest on either
series of Junior Subordinated Debentures is "remote" since exercising either
such option would prevent General Motors from declaring dividends on any class
of its equity securities. Accordingly, General Motors intends to take the
position, based on the advice of Tax Counsel, that the Junior Subordinated
Debentures will not be considered to be issued with OID and, accordingly, stated
interest on the Junior Subordinated Debentures generally will be taxable to a
holder as ordinary income at the time it is paid or accrued in accordance with
such holder's method of accounting.
Moreover, if the issue price of Preferred Securities received by a holder
exceeds the liquidation amount of such Preferred Securities, such excess will be
treated as "amortizable bond premium." A holder which receives Preferred
Securities with amortizable bond premium may elect to deduct such amortizable
bond premium and such deduction shall be applied against (and operate to reduce)
the amount of interest taxable as ordinary income on the Preferred Securities. A
holder receiving Preferred Securities with amortizable bond premium should
consult its tax advisor with respect to the manner of making such election.
Under the Regulations, if General Motors were to exercise its option to
defer payments of interest with respect to any series of Junior Subordinated
Debentures, such Junior Subordinated Debentures would at that time be treated as
issued with OID, and all stated interest on such Junior Subordinated Debentures
would thereafter be treated as OID as long as such Junior Subordinated
Debentures remain outstanding. In such event, all of a holder's taxable interest
income with respect to such Junior Subordinated Debentures would thereafter be
accounted for on an economic accrual basis regardless of such holder's method of
tax accounting, and actual distributions of stated interest would not be
reported as taxable income. Consequently, a holder of Preferred Securities would
be required to include in gross income OID even though General Motors would not
make actual cash payments during any applicable Extension Period.
The Regulations have not yet been addressed in any rulings or other
interpretations by the IRS, and it is possible that the IRS could take a
position contrary to Tax Counsel's interpretation herein.
Because distributions on the Preferred Securities will constitute interest
or OID, corporate holders of the Preferred Securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to such Preferred Securities.
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RECEIPT OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE TRUSTS
General Motors will have the right at any time to dissolve and liquidate
each Trust and cause the Junior Subordinated Debentures held by such Trust to be
distributed to the holders of its Trust Securities. General Motors has no
present intention to take such action with respect to either Trust. Under
current law, such a distribution, for United States federal income tax purposes,
would be treated as a nontaxable event to each holder, and each holder would
receive an aggregate tax basis in such Junior Subordinated Debentures equal to
such holder's aggregate tax basis in its Preferred Securities. A holder's
holding period in the Junior Subordinated Debentures so received in liquidation
of the Trust would include the period during which such Preferred Securities
were held by such holder.
Under certain circumstances described herein (see "Description of the
Preferred Securities"), the Junior Subordinated Debentures may be redeemed for
cash and the proceeds of such redemption distributed to holders in redemption of
their related Preferred Securities. Under current law, such a redemption would,
for United States federal income tax purposes, constitute a taxable disposition
of the redeemed Preferred Securities, and such holder could recognize gain or
loss as if it sold such redeemed Preferred Securities for cash. See "--Sales of
Preferred Securities."
SALES OF PREFERRED SECURITIES
A holder that sells Preferred Securities (including pursuant to any
redemption of such Preferred Securities by General Motors) will recognize gain
or loss equal to the difference between its adjusted tax basis in such Preferred
Securities and the amount realized on the sale of such Preferred Securities
(other than with respect to accrued and unpaid interest which has not yet been
included in income, which will be treated as ordinary income). A holder's
adjusted tax basis in its Preferred Securities generally will, if such Preferred
Securities are received in exchange for Depositary Shares pursuant to an Offer,
be equal to the fair market value of such securities on the applicable Exchange
Date, increased by OID (if any) previously includable in such holder's gross
income to the date of disposition and decreased by (i) payments of OID (if any)
received on such Preferred Securities and (ii) amounts deducted by the holder as
amortizable bond premium. Such gain or loss generally will be a capital gain or
loss and generally will be a long-term capital gain or loss if the Preferred
Securities have been held for more than one year, which holding period will not
include the period such holder held the Depositary Shares.
The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Junior Subordinated Debentures. A holder who uses the accrual method of
accounting for tax purposes (and a cash method holder, if the applicable Junior
Subordinated Debentures are deemed to have been issued with OID) and who
disposes of his Preferred Securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest on
such Junior Subordinated Debentures through the date of disposition in income as
ordinary income (i.e., interest or, possibly, OID), and to add such amount to
his adjusted tax basis in his pro rata share of such underlying Junior
Subordinated Debentures deemed disposed of. To the extent the selling price is
less than the holder's adjusted tax basis (which will include all accrued but
unpaid interest) a holder will recognize a capital loss. Capital losses
generally may be used by a corporate taxpayer only to offset capital gains and
may be used by an individual taxpayer only to offset capital gains plus $3,000
of other income.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust.
Under present United States federal income tax law: (i) payments by a Trust
or any of its paying agents to any holder of a Preferred Security who or which
is a United States Alien Holder will not be subject to United States federal
withholding tax; provided that, (a) the beneficial owner of such Preferred
Security does not actually or constructively own 10 percent or more of the total
combined voting power of all classes of stock of General Motors entitled to
vote, (b) the beneficial owner of such Preferred Security is not a controlled
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foreign corporation that is related to General Motors through stock ownership,
and (c) either (A) the beneficial owner of such Preferred Security certifies to
the applicable Trust or its agent, under penalties of perjury, that it is not a
United States holder and provides its name and address or (B) a securities
clearing organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds such Preferred Security in such capacity, certifies to
the applicable Trust or its agent, under penalties of perjury, that such
statement has been received from the beneficial owner by it or by a Financial
Institution between it and the beneficial owner and furnishes such Trust or its
agent with a copy thereof; and (ii) a United States Alien Holder of a Preferred
Security will not be subject to United States federal withholding tax on any
gain realized upon the sale or other disposition of a Preferred Security.
PROPOSED TAX LEGISLATION
On February 6, 1997, as part of President Clinton's Fiscal 1998 Budget
Proposal, the United States Treasury Department proposed legislation that would,
among other things, deny an issuer a deduction for United States federal income
tax purposes for the payment of interest on instruments with characteristics
similar to the Junior Subordinated Debentures. If the proposed legislation were
enacted in its current form, it is not expected to apply to the Junior
Subordinated Debentures because of the terms of the Junior Subordinated
Debentures. There can be no assurances, however, that the proposed legislation,
if enacted, or similar legislation enacted after the date hereof would not
adversely affect the tax treatment of the Junior Subordinated Debentures,
resulting in a Tax Event in respect of either or both Trusts, which would permit
General Motors to cause a redemption of the Preferred Securities at the
applicable Tax Event Redemption Price by electing to prepay the Junior
Subordinated Debentures at the applicable Tax Event Prepayment Price. See
"Description of the Preferred Securities--Tax Event Redemption."
INFORMATION REPORTING TO HOLDERS
Generally, income on the Preferred Securities will be reported to holders
on Forms 1099, which forms should be mailed to holders of Preferred Securities
by January 31 following each calendar year.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, the Preferred Securities
may be subject to a "backup" withholding tax of 31 percent unless the holder
complies with certain identification requirements. Any withheld amounts will be
allowed as a credit against the holder's United States federal income tax,
provided the required information is provided to the IRS.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.
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LEGAL MATTERS
Certain matters of Delaware law relating to the validity of each series of
the Preferred Securities will be passed upon on behalf of the applicable Trust
by Richards, Layton & Finger, Wilmington, Delaware, special Delaware counsel to
each Trust. The validity of the Junior Subordinated Debentures held by each
Trust and the Preferred Securities Guarantees and certain matters relating
thereto will be passed upon for General Motors and the applicable Trust by
Martin I. Darvick, Esq., Legal Staff to General Motors Corporation. Certain
United States federal income taxation matters will be passed upon for General
Motors and such Trust by Robert N. Deitz, Esq., Tax Staff to General Motors
Corporation. Certain legal matters will be passed upon for the Dealer Managers
by Skadden, Arps, Slate, Meagher & Flom LLP.
Mr. Darvick is the beneficial owner of shares, including shares subject to
options, of General Motors Common Stock. Mr. Deitz is the beneficial owner of
shares of General Motors Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedule of
General Motors appearing in General Motors' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, incorporated by reference herein have been
incorporated by reference herein in reliance upon the reports of Deloitte &
Touche LLP, independent auditors, given upon the authority of said firm as
experts in accounting and auditing.
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Facsimile copies of the Letters of Transmittal will be accepted. Letters of
Transmittal, certificates representing Depositary Shares and any other required
documents should be sent by each Holder of Depositary Shares or his or her
broker, dealer, commercial bank, trust company or other nominee to the Exchange
Agent at one of the addresses as set forth below:
THE EXCHANGE AGENT FOR THE OFFERS IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S> <C>
If delivered by Facsimile, to: If delivered by Hand, to:
(For Eligible Institutions Only) Securities Transfer &
The First National Bank of Boston Reporting Services
(617) 575-2233 55 Broadway, Third Floor
(Confirm Receipt by Telephone: New York, New York 10006
(800) 331-9922)
If delivered by Mail, to: If delivered by Overnight Courier, to:
The First National Bank of Boston The First National Bank of Boston
Shareholder Services Division Shareholder Services Division
P.O. Box 9360 Mail Stop 45-02-53
Mail Stop 45-02-53 150 Royall Street
Boston, Massachusetts 02205-9360 Canton, Massachusetts 02021
</TABLE>
THE INFORMATION AGENT FOR THE OFFERS IS:
GEORGESON & COMPANY INC. LOGO
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
Any questions or requests for assistance or additional copies of this
Prospectus or the Letters of Transmittal or for copies of the Notices of
Guaranteed Delivery may be directed to the Information Agent at its telephone
number and location set forth above. You may also contact your broker, dealer,
commercial bank or trust company or other nominee for assistance concerning the
Offers.
THE DEALER MANAGERS FOR THE OFFERS ARE:
<TABLE>
<C> <C>
MERRILL LYNCH & CO. SMITH BARNEY INC.
World Financial Center 388 Greenwich Street
North Tower Seventh Floor New York, New York 10013
New York, New York 10281 (800) 655-4811 (Toll-Free)
(888) ML4-TNDR (Toll-Free) Attn: Paul S. Galant
(888) 654-8637 (Toll-Free)
Attn: Susan L. Weinberg
MORGAN STANLEY DEAN WITTER PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED
1585 Broadway, Second Floor 1285 Avenue of the Americas One New York Plaza
New York, New York 10036 New York, New York 10019 New York, New York 10292
(800) 624-1808 (Toll-Free) (800) 324-0210 (Toll-Free) (888) 778-2241 (Toll-Free)
Attention: Steve Sahara Attention: David G. Zahka Attention: Ryan Donovan
</TABLE>
<PAGE> 101
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, General Motors
is empowered to indemnify its directors and officers in the circumstances
therein provided.
General Motors' Restated Certificate of Incorporation, as amended, provides
that no director 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 General
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.
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.
Pursuant to the Amended and Restated Declarations of Trust, when entered
into by the parties thereto, General Motors will indemnify (i) the Institutional
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional
Trustee and the Delaware Trustee, (iv) any officers, directors, shareholders,
nominees or agents of the Institutional Trustee and the Delaware Trustee for,
and hold each harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
<PAGE> 102
acceptance or administration of the Trusts under the Amended and Restated
Declarations of Trust, including the costs and expenses of its defense. Further,
pursuant to the Amended and Restated Declarations of Trust, General Motors will
indemnify (i) any Regular Trustee, (ii) any Affiliate (as defined in the Amended
and Restated Declarations of Trust) of any Regular Trustee, (iii) any officers,
directors, shareholders, members, partners, employees, representatives or agents
of any Regular Trustee or (iv) any officer, employee or agent of the Trusts or
their Affiliates (A) with respect to threatened, pending or completed actions
(other than an action by or in the right or either of the Trusts), against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the applicable Trust and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful and (B) with respect to threatened, pending or completed actions by
or in the right of either of the Trusts, against expenses actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the applicable Trust, except as
set forth in the Amended and Restated Declarations of Trust.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
A list of exhibits included as part of this Registration Statement is set
forth in an Exhibit Index which immediately precedes such exhibits.
(b) The following financial statement schedule is incorporated by reference
to this part of this Registration Statement:
FINANCIAL STATEMENT SCHEDULE II -- ALLOWANCES
All other schedules are omitted because they are not applicable or are not
required.
ITEM 22. UNDERTAKINGS.
The undersigned registrants hereby undertake:
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, as amended;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (17 CFR sec.230.424(b)) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment that contains a form of
prospectus 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.
<PAGE> 103
3. To remove from registration by means of a post-effective amendment any
of the securities registered herein which remain unsold at the time of the
offering.
4. That, for the purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the registrants' annual reports pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934,
as amended) that is incorporated by reference in the registration statement
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.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 of 1933, as amended, 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 asserted 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 of 1933, as amended, and will be governed by the final
adjudication of such issue.
6. To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one
business day of receipt of such request, and to send the incorporated documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
7. To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
<PAGE> 104
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Warren,
State of Michigan, on June 2, 1997.
GENERAL MOTORS CORPORATION
By: /s/ JOHN F. SMITH JR.
------------------------------------
John F. Smith, Jr.,
Chairman of the Board of Directors,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons on June 2,
1997 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
/s/ JOHN F. SMITH, JR. Chairman of the Board of
- ----------------------------------------------------- Directors, Chief Executive
(John F. Smith, Jr.) Officer and President
/s/ HARRY J. PEARCE Vice Chairman of the Board of
- ----------------------------------------------------- Directors
(Harry J. Pearce)
/s/ J. MICHAEL LOSH Executive Vice President and
- ----------------------------------------------------- Chief Financial Officer Principal
(J. Michael Losh) Financial
Officers
/s/ JOHN D. FINNEGAN Vice President and Treasurer
- -----------------------------------------------------
(John D. Finnegan)
/s/ WALLACE W. CREEK Comptroller
- ----------------------------------------------------- Principal
(Wallace W. Creek) Accounting
Officers
/s/ PETER R. BIBLE Chief Accounting Officer
- -----------------------------------------------------
(Peter R. Bible)
/s/ ANNE L. ARMSTRONG Director
- -----------------------------------------------------
(Anne L. Armstrong)
/s/ PERCY BARNEVIK Director
- -----------------------------------------------------
(Percy Barnevik)
/s/ JOHN H. BRYAN Director
- -----------------------------------------------------
(John H. Bryan)
/s/ THOMAS E. EVERHART Director
- -----------------------------------------------------
(Thomas E. Everhart)
</TABLE>
<PAGE> 105
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ CHARLES T. FISHER, III Director
- -----------------------------------------------------
(Charles T. Fisher, III)
/s/ GEORGE M.C. FISHER Director
- -----------------------------------------------------
(George M.C. Fisher)
/s/ J. WILLARD MARRIOTT, JR. Director
- -----------------------------------------------------
(J. Willard Marriott, Jr.)
/s/ ANN D. MCLAUGHLIN Director
- -----------------------------------------------------
(Ann D. McLaughlin)
/s/ ECKHARD PFEIFFER Director
- -----------------------------------------------------
(Eckhard Pfeiffer)
/s/ JOHN G. SMALE Director
- -----------------------------------------------------
(John G. Smale)
/s/ LOUIS W. SULLIVAN Director
- -----------------------------------------------------
(Louis W. Sullivan)
/s/ DENNIS WEATHERSTONE Director
- -----------------------------------------------------
(Dennis Weatherstone)
/s/ THOMAS H. WYMAN Director
- -----------------------------------------------------
(Thomas H. Wyman)
</TABLE>
<PAGE> 106
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Form S-4 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 June 2, 1997.
GENERAL MOTORS CAPITAL TRUST D
By: /s/ JOHN D. FINNEGAN
------------------------------------
John D. Finnegan, Trustee
GENERAL MOTORS CAPITAL TRUST G
By: /s/ JOHN D. FINNEGAN
------------------------------------
John D. Finnegan, Trustee
<PAGE> 107
INDEX OF EXHIBITS
<TABLE>
<S> <S>
1(a) Form of Dealer Manager Agreement.*
4(a)(i) Certificate of Trust of General Motors Capital Trust D.*
4(a)(ii) Certificate of Trust of General Motors Capital Trust G.*
4(b)(i) Declaration of Trust of General Motors Capital Trust D.*
4(b)(ii) Declaration of Trust of General Motors Capital Trust G.*
4(c)(i) Form of Amended and Restated Declaration of Trust to be used
in connection with the issuance of the Series D Preferred
Securities.*
4(c)(ii) Form of Amended and Restated Declaration of Trust to be used
in connection with the issuance of the Series G Preferred
Securities. (See Exhibit 4(c)(i) hereto)
4(d)(i) Form of Indenture between General Motors and Wilmington
Trust Company, as Trustee.*
4(d)(ii) Form of the First Supplemental Indenture with respect to the
Series D Junior Subordinated Debentures between General
Motors and Wilmington Trust Company.*
4(d)(iii) Form of the Second Supplemental Indenture with respect to
the Series G Junior Subordinated Debentures between General
Motors and Wilmington Trust Company, as Trustee. (See
Exhibit 4(d)(ii) hereto)
4(e)(i) Form of Series D Preferred Security (included in Exhibit
4(c)(i)).
4(e)(ii) Form of Series G Preferred Security (included in Exhibit
4(c)(ii)).
4(f)(i) Form of Series D Junior Subordinated Debenture (included in
Exhibit 4(d)(ii)).
4(f)(ii) Form of Series G Junior Subordinated Debenture (included in
Exhibit 4(d)(iii)).
4(g)(i) Form of Preferred Securities Guarantee relating to Series D
Preferred Securities.*
4(g)(ii) Form of Preferred Securities Guarantee relating to Series G
Preferred Securities. (See Exhibit 4(g)(i) hereto)
5(a) Opinion of Richards, Layton & Finger.*
5(b) Opinion of Martin I. Darvick, Esq., Legal Staff of General
Motors Corporation.*
8 Tax Opinion of Robert N. Deitz, Tax Staff of General Motors
Corporation.*
11(a) Computation of Earnings Per Share for the Years Ended
December 31, 1996, 1995 and 1994 (incorporated by reference
to the Annual Report on Form 10-K (File No. 1-143), filed on
March 20, 1997, for the year ended December 31, 1996).
11(b) Computation of Earnings Per Share for the Years Ended
December 31, 1993 and 1992.*
12 Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends.*
23(a) Consent of Deloitte & Touche LLP.**
23(b) Consent of Richards, Layton & Finger (included in Exhibit
5(a)).
23(c) Consent of Martin I. Darvick, Esq. (included in Exhibit
5(b)).
23(d) Consent of Robert N. Deitz, Esq. (included in Exhibit 8).
24(a)(i) Powers of Attorney for General Motors Capital Trust D
(included in Exhibit 4(b)(i)).
24(a)(ii) Powers of Attorney for General Motors Capital Trust G
(included in Exhibit 4(b)(ii)).
25(a) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Debt
Trustee under the Indenture (Series D).*
25(b) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Preferred
Security Trustee under the Preferred Securities Guarantee
(Series D).*
25(c) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee
under the Declaration of Trust (Series D).*
</TABLE>
<PAGE> 108
25(d) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Debt
Trustee under the Indenture (Series G).*
25(e) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Preferred
Security Trustee under the Preferred Securities Guarantee
(Series G).*
25(f) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee
under the Declaration of Trust (Series G).*
99(a)(i) Form of Series D Letter of Transmittal.**
99(a)(ii) Form of Series G Letter of Transmittal.**
99(b)(i) Form of Series D Notice of Guaranteed Delivery.**
99(b)(ii) Form of Series G Notice of Guaranteed Delivery.**
99(c) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
99(d)(i) Form of Series D Letter to Clients.**
99(d)(ii) Form of Series G Letter to Clients.**
99(e) Form of Exchange Agent Agreement.*
99(f) Form of Information Agent Agreement.*
99(g) Form of General Motors Letter to Holders of Depositary
Shares.**
99(h) Form of Questions and Answers Regarding Preferred
Securities.**
99(i) Form of Notice of Offers to Exchange.**
99(j) Form of Summary Instructions for Participation in Exchange
Offers.**
- -------------------------
* Previously filed.
** Filed herewith.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
General Motors Corporation:
We consent to the incorporation by reference in this Amendment No. 4 to
this Registration Statement on Form S-4 of our reports dated January 28, 1997
appearing in the Annual Report on Form 10-K of General Motors Corporation for
the year ended December 31, 1996 and to the reference to us under the headings
"General Motors Selected Financial Data and Certain Per Share Data" and
"Experts" in the Prospectus which is a part of such Registration Statement.
Deloitte & Touche LLP
Detroit, Michigan
May 29, 1997
<PAGE> 1
EXHIBIT 99(a)(i)
LETTER OF TRANSMITTAL
TO TENDER DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES D 7.92% PREFERENCE STOCK
(THE "SERIES D 7.92% DEPOSITARY SHARES")
(CUSIP 370442857)
OF
GENERAL MOTORS CORPORATION
PURSUANT TO THE OFFER BY GENERAL MOTORS CORPORATION
AND GENERAL MOTORS CAPITAL TRUST D
TO EXCHANGE ITS 8.67% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS(SM)"),
SERIES D, FOR UP TO 5,462,917 SERIES D 7.92% DEPOSITARY SHARES OF GENERAL MOTORS
CORPORATION
THE SERIES D OFFER (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS THE SERIES D OFFER IS
EXTENDED.
THE EXCHANGE AGENT FOR THE SERIES D OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<C> <C> <C>
If delivered by Facsimile, to: If delivered by Hand, If delivered by Mail, to:
(For Eligible Institutions Only) to:
The First National Bank of Boston The First National Bank of Boston
(617) 575-2233 Securities Transfer & Shareholder Services Division
(Confirm Receipt by Telephone Reporting Services P.O. Box 9360
(800) 331-9922) 55 Broadway, Third Floor Mail Stop 45-02-53
New York, New York 10006 Boston, Massachusetts 02205-9360
</TABLE>
If delivered by Overnight Courier, to:
The First National Bank of Boston
Shareholder Services Division
Mail Stop 45-02-53
150 Royall Street
Canton, Massachusetts 02021
DELIVERY OF THIS LETTER OF TRANSMITTAL OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY.
Georgeson & Company Inc. has been retained as the Information Agent to
assist in connection with the Series D Offer. REQUESTS FOR ASSISTANCE REGARDING
COMPLETION OF THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION
AGENT AS FOLLOWS: GEORGESON & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW
YORK 10005, (800) 223-2064 (TOLL-FREE); BANKS AND BROKERS CALL COLLECT, (212)
440-9800.
- ---------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
THE INSTRUCTIONS PERTAINING TO THIS LETTER OF TRANSMITTAL, WHICH BEGIN ON
THE FOLLOWING PAGE, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
Subject to the terms and conditions set forth in the Prospectus (as defined
below) and herein, General Motors Capital Trust D (the "Series D Trust") will
accept for exchange up to 5,462,917 Series D 7.92% Depositary Shares validly
tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of Series D 7.92%
Depositary Shares, either if certificates for Series D 7.92% Depositary Shares
are to be forwarded herewith or, unless an Agent's Message (as defined in the
accompanying Prospectus of General Motors Corporation ("General Motors") and the
Series D Trust (as amended or supplemented and including documents incorporated
therein by reference, the "Prospectus")) is utilized, if tenders of Series D
7.92% Depositary Shares are to be made by book-entry transfer into the account
of The First National Bank of Boston, as Exchange Agent (the "Exchange Agent"),
at The Depository Trust Company ("DTC") or The Philadelphia Depository Trust
Company ("PDTC") (each of DTC and PDTC are referred to herein as a "Book-Entry
Facility"), as applicable, pursuant to the procedures described under "The
Offers -- Procedures for Tendering" in the Prospectus. Holders of Series D 7.92%
Depositary Shares who tender Series D 7.92% Depositary Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders."
THIS LETTER OF TRANSMITTAL RELATES ONLY TO THE SERIES D 7.92% DEPOSITARY
SHARES AND THE SERIES D OFFER. THIS LETTER OF TRANSMITTAL MAY NOT BE USED FOR
THE SERIES G 9.12% DEPOSITARY SHARES (AS DEFINED IN THE PROSPECTUS) TENDERED IN
CONNECTION WITH THE SERIES G OFFER (AS DEFINED IN THE PROSPECTUS). COPIES OF THE
LETTER OF TRANSMITTAL RELATING TO THE SERIES G 9.12% DEPOSITARY SHARES AND THE
SERIES G OFFER MAY BE OBTAINED FROM THE INFORMATION AGENT OR THE EXCHANGE AGENT
AT THEIR RESPECTIVE ADDRESSES OR TELEPHONE NUMBERS SET FORTH ON PAGE 1 HEREOF.
Any holder of Series D 7.92% Depositary Shares who submits this Letter of
Transmittal and tenders Series D 7.92% Depositary Shares in accordance with the
instructions contained herein prior to the Series D Expiration Date (as defined
in the Prospectus) will thereby have directed the Series D Trust to deliver its
8.67% Trust Originated Preferred Securities(SM) ("TOPrS(SM)"), Series D (the
"Series D Preferred Securities") in exchange for such holder's Series D 7.92%
Depositary Shares and in consideration of the deposit by General Motors of its
8.67% Junior Subordinated Deferrable Interest Debentures, Series D, due 2012
(the "Series D Junior Subordinated Debentures"), as trust assets, into the
Series D Trust as set forth in the Prospectus. Tenders of Series D 7.92%
Depositary Shares pursuant to this Letter of Transmittal are subject to
withdrawal as described in the Prospectus under the caption "The Offers --
Withdrawal of Tenders" and are subject to proration as described in the
Prospectus under "The Offers -- Terms Of the Offers."
2
<PAGE> 3
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE SERIES D OFFER
To complete this Letter of Transmittal, you must do the following:
- Complete the box entitled "Description of Series D 7.92% Depositary
Shares Being Tendered" and the four subsequent boxes, if applicable.
- Complete, sign and date the box entitled "Holder(s) of Series D 7.92%
Depositary Shares Sign Here."
- Complete, sign and date the box entitled "Substitute Form W-9."
In completing this Letter of Transmittal, you may (but are not required to)
do the following:
- If you want certificates for Series D Preferred Securities, or
certificates for Series D 7.92% Depositary Shares not tendered or not
accepted for exchange, to be issued in the name of a third party,
complete the box entitled "Special Exchange Instructions."
- If you want certificates for Series D Preferred Securities, or
certificates for Series D 7.92% Depositary Shares not tendered or not
accepted for exchange, to be mailed to a third party, or to be delivered
to an address other than that appearing under your signature, complete
the box entitled "Special Delivery Instructions."
If you complete the box entitled "Special Exchange Instructions" or
"Special Delivery Instructions," you must have your signature guaranteed by an
Eligible Institution (as defined in Instruction 1 below) unless this Letter of
Transmittal is signed by an Eligible Institution.
DO NOT SIGN YOUR STOCK CERTIFICATES.
1. Guarantee of Signatures.
No signature guarantee is required on this Letter of Transmittal if (i)
tendered Series D 7.92% Depositary Shares are registered in the name(s) of the
undersigned and the Series D Preferred Securities to be issued in exchange
therefor are to be issued (and any Series D 7.92% Depositary Shares not tendered
or not accepted for exchange are to be returned) in the name of the registered
holder(s) (which term, for the purposes described herein, shall include any
participant in DTC or PDTC whose name appears on a security listing as the owner
of Series D 7.92% Depositary Shares) and (ii) such holder(s) have not completed
the box entitled "Special Exchange Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal. If the tendered Series D 7.92%
Depositary Shares are registered in the name(s) of someone other than the
undersigned or if the Series D Preferred Securities to be issued in exchange
therefor are to be issued (or Series D 7.92% Depositary Shares not tendered or
not accepted for exchange are to be returned) in the name of any other person,
such tendered Series D 7.92% Depositary Shares must be endorsed or accompanied
by written instruments of transfer in form satisfactory to the Series D Trust
and duly signed by the registered holder, and the signature on the endorsement
or instrument of transfer must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter referred to as an
"Eligible Institution"). See Instruction 5.
2. Delivery of Letter of Transmittal and Series D 7.92% Depositary Shares.
This Letter of Transmittal is to be completed by holders of Series D 7.92%
Depositary Shares either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined in the Prospectus) is utilized, if tenders are to
be made pursuant to the procedure for tender by book-entry transfer set forth
under "The Offers -- Procedures for Tendering" in the Prospectus. Certificates
for Series D 7.92% Depositary Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Series D 7.92% Depositary Shares
into the Exchange Agent's account at the Book-Entry Facility designated below,
as well as this Letter of Transmittal (or a facsimile hereof), properly
completed and duly signed, with any required signature guarantees, or an Agent's
Message in the case of a book-entry delivery, and any other documents required
by this Letter of Transmittal, must be received by the Exchange Agent at one of
its addresses set forth herein prior to the Series D Expiration Date (as defined
in the Prospectus).
3
<PAGE> 4
If a holder of Series D 7.92% Depositary Shares desires to participate in
the Series D Offer and time will not permit this Letter of Transmittal or any
tendered Series D 7.92% Depositary Shares to reach the Exchange Agent before the
Series D Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if the Exchange Agent has
received at one of the addresses set forth herein prior to the Series D
Expiration Date, a signed letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of the tendering holder,
the name(s) in which the Series D 7.92% Depositary Shares are registered and, if
the Series D 7.92% Depositary Shares are held in certificated form, the
certificate numbers of the Series D 7.92% Depositary Shares to be tendered, and
stating that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange ("NYSE") trading days after the date of signature of
such letter, telegram or facsimile transmission by the Eligible Institution, the
Series D 7.92% Depositary Shares in proper form for transfer together with this
Letter of Transmittal, properly completed and duly signed, (and any other
required documents) or a confirmation of book-entry transfer of such Series D
7.92% Depositary Shares into the Exchange Agent's account at the Book-Entry
Facility designated below, will be delivered by such Eligible Institution.
Unless the Series D 7.92% Depositary Shares being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by this Letter of Transmittal,
properly completed and duly signed, and any other required documents) or a
confirmation of book-entry transfer of such Series D 7.92% Depositary Shares
into the Exchange Agent's account at the Book-Entry Facility designated below in
accordance with such Book Entry Facility's Automated Tender Offer Program
("ATOP") procedures, if applicable, is received, the Series D Trust may, at its
option, reject the tender.
THE METHOD OF DELIVERY OF SERIES D 7.92% DEPOSITARY SHARES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY FACILITY
DESIGNATED BELOW, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF
CERTIFICATES FOR SERIES D 7.92% DEPOSITARY SHARES ARE SENT BY MAIL, REGISTERED
OR CERTIFIED MAIL, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Series D 7.92% Depositary Shares will be accepted for exchange. By
signing this Letter of Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of the Series D 7.92%
Depositary Shares for exchange.
Upon the terms and subject to the conditions of the Series D Offer,
including the Minimum Distribution Condition and the Minimum Holders Condition,
if 5,462,917 or fewer Series D 7.92% Depositary Shares have been validly
tendered and not withdrawn prior to the Series D Expiration Date, the Series D
Trust will accept for exchange all such Series D 7.92% Depositary Shares. Upon
the terms and subject to the conditions of the Series D Offer, if more than
5,462,917 Series D 7.92% Depositary Shares (or, if decreased as described in the
Prospectus, such lesser number as the Series D Trust may elect to purchase
pursuant to the Series D Offer) have been validly tendered and not withdrawn
prior to the Series D Expiration Date, the Series D Trust will accept for
exchange Series D Depositary Shares from each tendering Holder on a pro rata
basis, subject to adjustment to avoid the acceptance for exchange of fractional
shares. If proration of tendered Series D 7.92% Depositary Shares is required,
because of the difficulty in determining the number of Series D 7.92% Depositary
Shares validly tendered (including shares tendered by the guaranteed delivery
procedures described in the Prospectus under "The Offers -- Procedures for
Tendering"), the Series D Trust does not expect that it would be able to
announce the final proration factor or to commence the exchange for any Series D
7.92% Depositary Shares until approximately five Business Days (as defined in
the Prospectus) after the Series D Expiration Date. Preliminary results of the
proration will be announced by press release as promptly as practicable after
the Series D Expiration Date. Holders of Series D 7.92% Depositary Shares may
obtain such preliminary information from the Information Agent or the Exchange
Agent and may also be able to obtain such information from their brokers.
3. Inadequate Space.
If the space provided herein is inadequate, the certificate numbers and/or
the amounts of Series D 7.92% Depositary Shares should be listed on a separate
signed schedule and attached hereto.
4
<PAGE> 5
4. Partial Tenders (Not Applicable to Book-Entry Stockholders).
If fewer than all the Series D 7.92% Depositary Shares represented by any
certificate delivered to the Exchange Agent are to be tendered, fill in the
number of Series D 7.92% Depositary Shares which are to be tendered in the box
entitled "Number of Shares Tendered." In such case, a new certificate for the
remainder of the Series D 7.92% Depositary Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as promptly as practicable following the Series D Expiration Date. All Series D
7.92% Depositary Shares represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Series D 7.92% Depositary Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Series D 7.92% Depositary Shares tendered hereby are held of
record by two or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Series D 7.92% Depositary Shares tendered hereby are
registered in different names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Series D 7.92% Depositary Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless Series D Preferred
Securities issued in exchange therefor are to be issued, or Series D 7.92%
Depositary Shares not tendered or not exchanged are to be returned, in the name
of any person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Series D 7.92% Depositary Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificates for such Series D 7.92% Depositary Shares. Signature(s) on
any such certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Series D Trust of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes.
General Motors will pay all stock transfer taxes, if any, applicable to the
exchange of any Series D 7.92% Depositary Shares pursuant to the Series D Offer.
If, however, certificates representing Series D Preferred Securities or Series D
7.92% Depositary Shares not tendered or accepted for exchange are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Series D 7.92% Depositary Shares tendered or if a
transfer tax is imposed for any reason other than the exchange of Series D 7.92%
Depositary Shares pursuant to the Series D Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
7. Special Exchange and Delivery Instructions.
If certificates representing Series D Preferred Securities are to be issued
in the name of, or any Series D 7.92% Depositary Shares not tendered or not
accepted for exchange are to be issued or to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or any certificates for Series
D Preferred Securities or certificates for Series D 7.92% Depositary Shares not
tendered or not accepted for exchange are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown below, the appropriate
boxes on this Letter of Transmittal should be completed.
5
<PAGE> 6
8. Substitute Form W-9.
Under the federal income tax laws, the Series D Trust may be required to
withhold 31% of the amount of any payments made and/or the fair market value of
any Series D Preferred Securities to be distributed to a holder of Series D
Preferred Securities in exchange therefor pursuant to the Series D Offer or with
respect to the amount of any payments made to certain holders of Series D
Preferred Securities. In order to avoid such backup withholding, each tendering
holder, and, if applicable, each other payee, must provide such holder's or
payee's correct taxpayer identification number, and certify that such holder or
payee is not subject to such backup withholding by completing and signing the
box entitled "Substitute Form W-9" set forth on page 15 of this Letter of
Transmittal. In general, if a holder of Series D Preferred Securities or payee
is an individual, the taxpayer identification number is the Social Security
Number of such individual. If the Series D Trust is not provided with the
correct taxpayer identification number, the holder or payee providing such
number may be subject to a $50 penalty imposed by the Internal Revenue Service.
Certain holders of Series D Preferred Securities or payees (including, among
others, all corporations and certain foreign individual(s)) are not subject to
these backup withholding and reporting requirements. In order to satisfy the
Series D Trust that a foreign individual qualifies as an exempt recipient, such
holder of Series D Preferred Securities or payee must submit a statement, signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and/or how to complete the Substitute Form W-9 if the Series D 7.92%
Depositary Shares being tendered are held in more than one name and/or the
Series D Preferred Securities will be held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
9. Waiver of Conditions.
The conditions of the Series D Offer may be waived by the Series D Trust
from time to time in accordance with, and subject to the limitations described
in, the Prospectus, provided that acceptance of Series D 7.92% Depositary Shares
validly tendered in the Series D Offer is subject to (a) the condition that as
of the Series D Expiration Date there be at least 400 record or beneficial
holders of at least 1,000,000 Series D Preferred Securities to be issued in
exchange for such Series D 7.92% Depositary Shares and (b) the condition that as
of the Series D Expiration Date there shall not have been tenders by a number of
holders of the Series D 7.92% Depositary Shares such that General Motors has
determined that the consummation of the Series D Offer would have a reasonable
likelihood of producing, either directly or indirectly, (i) the Series D 7.92%
Depositary Shares to be held of record by less than 300 persons (as determined
for purposes of Rule 13e-3 under the Securities Exchange Act of 1934, as
amended) or (ii) the Series D 7.92% Depositary Shares to cease to be listed on
the NYSE after the consummation of the Series D Offer, which conditions may not
be waived.
10. Requests for Assistance or Additional Copies.
Requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal (or the Letter of Transmittal relating to the Series G
9.12% Depositary Shares and the Series G Offer) may be obtained from the
Information Agent or the Exchange Agent at their respective addresses or
telephone numbers set forth herein.
11. Solicited Tenders.
General Motors will pay to a Soliciting Dealer (as defined herein)
designated by the record or beneficial owner, as appropriate, a solicitation fee
of $0.50 per Depositary Share (except that in the case of transactions equal to
or exceeding 10,000 Series D 7.92% Depositary Shares, General Motors will pay
$0.25 per Series D 7.92% Depositary Share) validly tendered and accepted for
exchange pursuant to the Series D Offer. For purposes of this Instruction 11,
"Soliciting Dealer" includes (i) any broker or dealer in securities, including
each Dealer Manager in its capacity as dealer or broker, who is a member of any
national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD who agrees to conform to the NASD's Rules of Fair
Practice in
6
<PAGE> 7
soliciting tenders outside the United States to the same extent as though it
were an NASD member, or (iii) any bank or trust company, any one of whom has
solicited and obtained a tender pursuant to the Series D Offer. No such fee
shall be payable to a Soliciting Dealer in respect of Series D 7.92% Depositary
Shares registered in the name of such Soliciting Dealer unless such Series D
7.92% Depositary Shares are held by such Soliciting Dealer as nominee and such
Series D 7.92% Depositary Shares are being tendered for the benefit of one or
more beneficial owners identified on this Letter of Transmittal or on the Notice
of Solicited Tenders (included in the materials provided to brokers and
dealers). No solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender of Series D 7.92% Depositary Shares unless this Letter of
Transmittal accompanying such tender designates such Soliciting Dealer as such
in the box captioned "Solicited Tenders."
If tendered Series D 7.92% Depositary Shares are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent with the
Book-Entry Facility designated below, the Soliciting Dealer must return a Notice
of Solicited Tenders to the Exchange Agent within three NYSE trading days after
the Series D Expiration Date in order to receive a solicitation fee. No
solicitation fee shall be payable to a Soliciting Dealer in respect of Series D
7.92% Depositary Shares (i) beneficially owned by such Soliciting Dealer or (ii)
registered in the name of such Soliciting Dealer unless such Series D 7.92%
Depositary Shares are held by such Soliciting Dealer as nominee and such Series
D 7.92% Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on this Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting Dealer
with respect to the tender of Series D 7.92% Depositary Shares by the holder of
record, for the benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
12. Lost, Stolen or Destroyed Certificates for Series D 7.92% Depositary
Shares.
Any holder of Series D 7.92% Depositary Shares whose certificate(s) for
such shares have been lost, stolen or destroyed should contact either the
Exchange Agent or the Information Agent at their respective addresses shown on
the back page of this Letter of Transmittal for special instructions.
13. Irregularities.
All questions as to the number of Series D 7.92% Depositary Shares to be
accepted, the validity, form, eligibility (including time of receipt) and
acceptance of any tender of Series D 7.92% Depositary Shares will be determined
by General Motors, in its sole discretion, which determination shall be final
and binding. General Motors reserves the absolute right to reject any or all
tenders made pursuant to the Series D Offer determined by it not to be in
appropriate form or the acceptance of or payment for any Series D 7.92%
Depositary Shares which would, in the opinion of General Motors' counsel, be
unlawful. General Motors also reserves the absolute right to waive any of the
conditions set forth in the Series D Offer (other than the Minimum Distribution
Condition and the Minimum Holders Condition, both as described in the
Prospectus) or any defect or irregularity in any tender with respect to any
particular Series D 7.92% Depositary Shares or any particular stockholder, and
General Motors' interpretation of the terms and conditions of the Series D Offer
(including these instructions) will be final and binding. Tenders will not be
deemed to have been made until all defects and irregularities have been cured or
waived prior to the Series D Expiration Date or such times as General Motors
shall determine. Neither General Motors, the Exchange Agent, the Information
Agent, the Dealer Managers nor any other person will be obligated to give notice
of defects or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a tendering holder of Series D
Preferred Securities is required to provide the Series D Trust (as payor) with
such holder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below. If the tendering holder is an individual, the TIN is his or her
social security number. If the Series D Trust is not provided with the correct
TIN, payments that are made to such tendering holder or other payee with respect
thereto may be subject to 31% backup withholding.
7
<PAGE> 8
Certain tendering holders of Series D Preferred Securities (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. In order for a foreign
individual to qualify as an exempt recipient, the tendering holder of Series D
Preferred Securities must submit a signed Form W-8 attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange Agent.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for more instructions.
If backup withholding applies, the Series D Trust is required to withhold
31% of (i) the sum of (x) any payments made to the tendering holder of Series D
Preferred Securities or other payee and (y) the fair market value of the Series
D Preferred Securities that would be distributed to such tendering holder
pursuant to the Series D Offer and (ii) any payments that are made in respect of
the Series D Preferred Securities. Such withholding obligation may cause General
Motors (or the Exchange Agent) to sell some portion of the Series D Preferred
Securities that otherwise would have been distributed to a tendering holder.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld, provided that the required information is given to the Internal
Revenue Service. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
submitting holder of Series D Preferred Securities has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked, the holder of Series D Preferred Securities or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that the box
in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification
Number is completed, the Series D Trust will withhold 31% (i) of all payments
made prior to the time a properly certified TIN is provided to the Series D
Trust and (ii) of the Series D Preferred Securities that otherwise would be
distributed to such holder. However, such amounts and/or Series D Preferred
Securities will be refunded to each such tendering holder of Series D Preferred
Securities if a TIN is provided to the Series D Trust (or the Exchange Agent)
within 60 days.
The tendering holder of Series D Preferred Securities is required to give
the Series D Trust the TIN of the record owner of the Series D Preferred
Securities or of the last transferee appearing on the transfers attached to, or
endorsed on, the Series D Preferred Securities. If the Series D Preferred
Securities are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
8
<PAGE> 9
NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 14 AND 15 BELOW
PLEASE READ THE PRECEDING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to General Motors Capital Trust D, a
Delaware statutory business trust (the "Series D Trust"), Series D 7.92%
Depositary Shares (the "Series D 7.92% Depositary Shares"), each representing
one-fourth of a share of Series D 7.92% Preference Stock (the "Series D 7.92%
Preference Stock") of General Motors Corporation ("General Motors"), pursuant to
the offer by the Series D Trust to exchange its 8.67% Trust Originated Preferred
Securities(SM) ("TOPrS(SM)"), Series D (the "Series D Preferred Securities"),
for up to 5,462,917 Series D 7.92% Depositary Shares, upon the terms and subject
to the conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Series D Offer").
Subject to and effective upon acceptance for exchange of the Series D 7.92%
Depositary Shares tendered herewith, the undersigned hereby exchanges, assigns
and transfers to or upon the order of the Series D Trust all right, title and
interest in and to all the Series D 7.92% Depositary Shares that are being
tendered hereby and irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Series D 7.92% Depositary Shares, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates for such Series D 7.92% Depositary Shares
or transfer ownership of such Series D 7.92% Depositary Shares on the account
books maintained by DTC or PDTC, as applicable, together, in any such case, with
all accompanying evidences of transfer and authenticity, to the Exchange Agent
for the account of the Series D Trust, (b) present such Series D 7.92%
Depositary Shares for transfer on the books of General Motors and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Series D 7.92% Depositary Shares, all in accordance with the terms of the Series
D Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Series D
7.92% Depositary Shares and the underlying Series D 7.92% Preference Stock
tendered hereby and to acquire Series D Preferred Securities issuable upon the
exchange of such tendered Series D 7.92% Depositary Shares and that, when the
undersigned's Series D 7.92% Depositary Shares are accepted for exchange, the
Series D Trust will acquire good and unencumbered title to such tendered Series
D 7.92% Depositary Shares and the underlying Series D 7.92% Preference Stock,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The undersigned will, upon request, sign and
deliver any additional documents deemed by the Series D Trust to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Series D
7.92% Depositary Shares or to transfer ownership of such Series D 7.92%
Depositary Shares.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Series D Offer, this tender is irrevocable.
The undersigned understands that tenders of Series D 7.92% Depositary
Shares pursuant to the Series D Offer are subject to proration as described in
the Prospectus under "The Offers -- Terms of the Offers." The undersigned also
understands that tenders of Series D 7.92% Depositary Shares pursuant to any one
of the procedures described in "The Offers -- Procedures for Tendering" in the
Prospectus and in the instructions hereto will constitute agreements between the
undersigned and the Series D Trust upon the terms and subject to the conditions
of the Series D Offer.
Unless otherwise indicated under "Special Exchange Instructions," please
cause Series D Preferred Securities to be issued, and return any Series D 7.92%
Depositary Shares not tendered or not accepted for exchange, in the name(s) of
the undersigned (and, in the case of Series D 7.92% Depositary Shares tendered
by book-entry transfer, by credit to the account at the Book-Entry Facility
designated below). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail any certificates for Series D 7.92% Depositary Shares
not tendered or not accepted for exchange (and accompanying documents, as
appropriate), and any certificates for Series D 7.92% Depositary Shares, to the
undersigned at the address
9
<PAGE> 10
shown below the undersigned's signature(s). If both "Special Exchange
Instructions" and "Special Delivery Instructions" are completed, please cause
Series D Preferred Securities to be issued, and return any Series D 7.92%
Depositary Shares not tendered or not accepted for exchange, in the name(s) of,
and deliver any certificates for such Series D 7.92% Depositary Shares to, the
person(s) so indicated (and in the case of Series D 7.92% Depositary Shares
tendered by book-entry transfer, by credit to the account at the Book-Entry
Facility designated below). The undersigned recognizes that the Series D Trust
has no obligation, pursuant to the "Special Exchange Instructions," to transfer
any Series D 7.92% Depositary Shares from the name of the registered holder(s)
thereof if the Series D Trust does not accept for exchange any of the Series D
7.92% Depositary Shares so tendered.
10
<PAGE> 11
PLEASE COMPLETE:
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SERIES D 7.92% DEPOSITARY SHARES BEING TENDERED
- ---------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) SERIES D 7.92% DEPOSITARY SHARES TENDERED
ON CERTIFICATE(S).) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S) CERTIFICATE(S)* TENDERED**
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
TOTAL SHARES
- ---------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the full number of Series D 7.92%
Depositary Shares
represented by the tendered certificates. See Instruction 4.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
ELIGIBLE INSTITUTIONS OR BROKERS TO COMPLETE ONLY IF APPLICABLE:
[ ] CHECK HERE IF TENDERED SERIES D 7.92% DEPOSITARY SHARES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER TO THE ACCOUNT OF THE EXCHANGE AGENT, AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
--------------------------------------------
Check applicable box: [ ] DTC [ ] PDTC
Account No.:
--------------------------------------------------------------
Transaction Code No.:
------------------------------------------------------
[ ] CHECK HERE IF TENDERED SERIES D 7.92% DEPOSITARY SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Tendering Stockholder(s):
--------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Institution which Guaranteed Delivery:
-----------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution:
--------------------------------------------
Check applicable box: [ ] DTC [ ] PDTC
Account No.:
---------------------------------------------------------------
Transaction Code No.:
-----------------------------------------------------
11
<PAGE> 12
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS
(SEE INSTRUCTION 11)
General Motors will pay to any Soliciting Dealer, as defined in Instruction
11, a solicitation fee of $0.50 per Series D 7.92% Depositary Share (except that
in the case of transactions equal to or exceeding 10,000 Series D 7.92%
Depositary Shares, General Motors will pay $0.25 per Series D 7.92% Depositary
Share) validly tendered and accepted for exchange pursuant to the Series D
Offer.
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:
--------------------------------------------------------------
(Please print)
Name of Individual Broker or Financial Consultant:
-------------------------
Identification Number (if known):
------------------------------------------
Address:
-------------------------------------------------------------------
(Include zip code)
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder in connection with such solicitations; (ii) it is
entitled to such compensation for such solicitation under the terms and
conditions of the Series D Offer (unless the undersigned is not being
compensated for such solicitation); (iii) in soliciting tenders of Series D
7.92% Depositary Shares, it has used no soliciting materials other than those
furnished by General Motors and the Series D Trust; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National Association of
Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
If tendered Series D 7.92% Depositary Shares are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent with DTC
or PDTC, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent to receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR SERIES D 7.92% DEPOSITARY
SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
12
<PAGE> 13
COMPLETE ONLY IF APPLICABLE:
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Series D Preferred Securities, or
certificates for Series D 7.92% Depositary Shares not tendered or not accepted
for exchange, are to be issued in the name of someone other than the
undersigned.
Issue [ ] certificates for Series D Preferred
Securities to:
[ ] certificates for Series D 7.92% Depositary Shares to:
Name
----------------------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------------------
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Taxpayer Identification No.:
----------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificates for Series D Preferred Securities, or
certificates for Series D 7.92% Depositary Shares not tendered or not accepted
for exchange, are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature(s).
Mail: [ ] certificates for Series D Preferred
Securities to:
[ ] certificates for Series D 7.92% Depositary Shares to:
Name
----------------------------------------------------------------------------
(PLEASE PRINT)
Address
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
UNLESS YOU ARE AN ELIGIBLE INSTITUTION, IF YOU HAVE COMPLETED EITHER OF THE TWO
BOXES IMMEDIATELY ABOVE, YOU MUST HAVE THE "GUARANTEE OF SIGNATURE(S)" PORTION
OF THE NEXT BOX COMPLETED BY AN ELIGIBLE INSTITUTION.
13
<PAGE> 14
PLEASE COMPLETE:
- --------------------------------------------------------------------------------
HOLDER(S) OF SERIES D 7.92% DEPOSITARY SHARES SIGN HERE
(PLEASE COMPLETE AND SIGN THE BOX ENTITLED "SUBSTITUTE FORM W-9" ON PAGE
15)
(Must be signed by registered holder(s) exactly as name(s) appear(s)
on certificate(s) for Series D 7.92% Depositary Shares or on a security
position listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth full title and see Instruction 5.)
X
---------------------------------------------------------------------------
X
---------------------------------------------------------------------------
Signature(s) of owner(s)
Dated:
----------------------------------------------------------------------
Name(s):
--------------------------------------------------------------------
-----------------------------------------------------------------------------
(Please Print)
Capacity (full title):
------------------------------------------------------
Address:
---------------------------------------------------------------------
(Include zip code)
Area Code and Telephone No.:
------------------------------------------------
GUARANTEE OF SIGNATURE(S) (IF APPLICABLE)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
-------------------------------------------------------
Name:
-----------------------------------------------------------------------
Title:
----------------------------------------------------------------------
Address:
--------------------------------------------------------------------
Name of Firm:
---------------------------------------------------------------
Area Code and Telephone Number:
---------------------------------------------
Dated:
----------------------------------------------------------------------
- --------------------------------------------------------------------------------
DO NOT SIGN YOUR STOCK CERTIFICATES.
14
<PAGE> 15
TO BE COMPLETED BY ALL TENDERING HOLDERS:
PAYOR'S NAME: GENERAL MOTORS CAPITAL TRUST D
<TABLE>
<S> <C> <C>
------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX SOCIAL SECURITY NUMBER
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING OR EMPLOYER
BELOW. IDENTIFICATION NUMBER
----------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY, Part 2 -- Check the box if you are NOT subject to backup withholding under the
INTERNAL REVENUE SERVICE provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you
are exempt from backup withholding (2) you have not been notified that you are
subject to backup withholding as a result of failure to report all interest or
dividends or (3) the Internal Revenue Service has notified you that you are no
longer subject to backup withholding. [ ]
----------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY
IDENTIFICATION (TIN) AND THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE,
CERTIFICATION CORRECT AND COMPLETE. Part 3
Awaiting
SIGNATURE TIN [ ]
----------------------------------------- (AND SEE NEXT BOX.)
DATE
----------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE ABOVE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that 31% of all reportable payments made to me will be withheld
until I provide a number and that if such number is provided to you within
sixty (60) days, such withheld amounts will be refunded.
SIGNATURE DATE
------------------------------------------------- --------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
15
<PAGE> 16
THE INFORMATION AGENT FOR THE SERIES D OFFER AND THE SERIES G OFFER IS:
GEORGESON & COMPANY INC. LOGO
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
<PAGE> 17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payor.
<TABLE>
<CAPTION>
- --------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF--
- --------------------------------------------------------
<S> <C>
1. Individual The Individual
2. Two or more The actual owner of the
individuals, including account or, if combined
husband and wife funds, any one of the
(joint account) individuals(1)
3. Custodian account of a The minor(1)
minor (Uniform Gift to
Minors Act)
4. Adult and minor (joint The adult or, if the minor
account) is the only contributor,
the minor(1)
5. Account in the name of The ward, minor, or
guardian or committee incompetent person(1)
for a designated ward,
minor, or incompetent
person
6. a. The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid
trust under State
law
7. Sole proprietorship The owner(2)
account
- --------------------------------------------------------
<CAPTION>
- --------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- --------------------------------------------------------
<S> <C>
8. Valid trust, estate, Legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(3)
9. Corporate The corporation
10. Religious, charitable, The organization
or educational
organization
11. Partnership The partnership
12. Association, club, or The organization
other tax-exempt
organization
13. A broker or registered The broker or nominee
nominee
14. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
- --------------------------------------------------------
</TABLE>
(1) List and identify all parties to account and mark the name of the person
whose Social Security Number is furnished.
(2) The individual's name must be shown. The business name may be shown as well.
Use of Social Security Number permissible.
(3) List and identify all parties to account and mark the name of the legal
trust, estate, or pension trust whose Employer Identification Number is
furnished.
Note: If no name is specified when there is more than one listed, the number
will be considered to be that of the first so listed.
<PAGE> 18
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended) (the "Code"), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a) of the Code.
- An exempt charitable remainder trust, or a non-exempt trust described in
Section 4947(a)(1) of the Code.
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441
of the Code.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
- Payments described in Section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under Section 1451 of the Code.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should nonetheless file Form W-9 to avoid possible
erroneous backup withholding. ON SUCH FORM, FURNISH A TAXPAYER IDENTIFICATION
NUMBER, CHECK THE BOX INDICATING THE PAYEE'S STATUS AS EXEMPT, SIGN AND DATE THE
FORM, AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE A COMPLETED FORM W-8 (CERTIFICATE
OF FOREIGN STATUS) WITH THE PAYOR.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(a),
6045, 6050A and 6050N of the Code.
PRIVACY ACT NOTICE.--Section 6109 of the Code requires most recipients of
dividends, interest, or other payments to give taxpayer identification numbers
to payors who must report the payments to IRS. IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are required to file tax returns. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--Penalty
for Failure to Furnish Taxpayer Identification Number--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE> 1
EXHIBIT 99(a)(ii)
LETTER OF TRANSMITTAL
TO TENDER DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES G 9.12% PREFERENCE STOCK
(THE "SERIES G 9.12% DEPOSITARY SHARES")
(CUSIP 370442790)
OF
GENERAL MOTORS CORPORATION
PURSUANT TO THE OFFER BY GENERAL MOTORS CORPORATION
AND GENERAL MOTORS CAPITAL TRUST G
TO EXCHANGE ITS 9.87% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS(SM)"),
SERIES G, FOR UP TO 9,071,910 SERIES G 9.12% DEPOSITARY SHARES OF GENERAL MOTORS
CORPORATION
THE SERIES G OFFER (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS THE SERIES G OFFER IS
EXTENDED.
THE EXCHANGE AGENT FOR THE SERIES G OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<C> <C> <C>
If delivered by Facsimile, to: If delivered by Hand, If delivered by Mail, to:
(For Eligible Institutions Only) to:
The First National Bank of Boston The First National Bank of Boston
(617) 575-2233 Securities Transfer & Shareholder Services Division
(Confirm Receipt by Telephone Reporting Services P.O. Box 9360
(800) 331-9922) 55 Broadway, Third Floor Mail Stop 45-02-53
New York, New York 10006 Boston, Massachusetts 02205-9360
</TABLE>
If delivered by Overnight Courier, to:
The First National Bank of Boston
Shareholder Services Division
Mail Stop 45-02-53
150 Royall Street
Canton, Massachusetts 02021
DELIVERY OF THIS LETTER OF TRANSMITTAL OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY.
Georgeson & Company Inc. has been retained as the Information Agent to
assist in connection with the Series G Offer. REQUESTS FOR ASSISTANCE REGARDING
COMPLETION OF THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION
AGENT AS FOLLOWS: GEORGESON & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW
YORK 10005, (800) 223-2064 (TOLL-FREE); BANKS AND BROKERS CALL COLLECT, (212)
440-9800.
- ---------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
THE INSTRUCTIONS PERTAINING TO THIS LETTER OF TRANSMITTAL, WHICH BEGIN ON
THE FOLLOWING PAGE, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
Subject to the terms and conditions set forth in the Prospectus (as defined
below) and herein, General Motors Capital Trust G (the "Series G Trust") will
accept for exchange up to 9,071,910 Series G 9.12% Depositary Shares validly
tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of Series G 9.12%
Depositary Shares, either if certificates for Series G 9.12% Depositary Shares
are to be forwarded herewith or, unless an Agent's Message (as defined in the
accompanying Prospectus of General Motors Corporation ("General Motors") and the
Series G Trust (as amended or supplemented and including documents incorporated
therein by reference, the "Prospectus")) is utilized, if tenders of Series G
9.12% Depositary Shares are to be made by book-entry transfer into the account
of The First National Bank of Boston, as Exchange Agent (the "Exchange Agent"),
at The Depository Trust Company ("DTC") or The Philadelphia Depository Trust
Company ("PDTC") (each of DTC and PDTC are referred to herein as a "Book-Entry
Facility"), as applicable, pursuant to the procedures described under "The
Offers -- Procedures for Tendering" in the Prospectus. Holders of Series G 9.12%
Depositary Shares who tender Series G 9.12% Depositary Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders."
THIS LETTER OF TRANSMITTAL RELATES ONLY TO THE SERIES G 9.12% DEPOSITARY
SHARES AND THE SERIES G OFFER. THIS LETTER OF TRANSMITTAL MAY NOT BE USED FOR
THE SERIES D 7.92% DEPOSITARY SHARES (AS DEFINED IN THE PROSPECTUS) TENDERED IN
CONNECTION WITH THE SERIES D OFFER (AS DEFINED IN THE PROSPECTUS). COPIES OF THE
LETTER OF TRANSMITTAL RELATING TO THE SERIES D 7.92% DEPOSITARY SHARES AND THE
SERIES D OFFER MAY BE OBTAINED FROM THE INFORMATION AGENT OR THE EXCHANGE AGENT
AT THEIR RESPECTIVE ADDRESSES OR TELEPHONE NUMBERS SET FORTH ON PAGE 1 HEREOF.
Any holder of Series G 9.12% Depositary Shares who submits this Letter of
Transmittal and tenders Series G 9.12% Depositary Shares in accordance with the
instructions contained herein prior to the Series G Expiration Date (as defined
in the Prospectus) will thereby have directed the Series G Trust to deliver its
9.87% Trust Originated Preferred Securities(SM) ("TOPrS(SM)"), Series G (the
"Series G Preferred Securities") in exchange for such holder's Series G 9.12%
Depositary Shares and in consideration of the deposit by General Motors of its
9.87% Junior Subordinated Deferrable Interest Debentures, Series G, due 2012
(the "Series G Junior Subordinated Debentures"), as trust assets into the Series
G Trust, as set forth in the Prospectus. Tenders of Series G 9.12% Depositary
Shares pursuant to this Letter of Transmittal are subject to withdrawal as
described in the Prospectus under the caption "The Offers -- Withdrawal of
Tenders" and are subject to proration as described in the Prospectus under "The
Offers -- Terms Of the Offers."
2
<PAGE> 3
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE SERIES G OFFER
To complete this Letter of Transmittal, you must do the following:
- Complete the box entitled "Description of Series G 9.12% Depositary
Shares Being Tendered" and the four subsequent boxes, if applicable.
- Complete, sign and date the box entitled "Holder(s) of Series G 9.12%
Depositary Shares Sign Here."
- Complete, sign and date the box entitled "Substitute Form W-9."
In completing this Letter of Transmittal, you may (but are not required to)
do the following:
- If you want certificates for Series G Preferred Securities, or
certificates for Series G 9.12% Depositary Shares not tendered or not
accepted for exchange, to be issued in the name of a third party,
complete the box entitled "Special Exchange Instructions."
- If you want certificates for Series G Preferred Securities, or
certificates for Series G 9.12% Depositary Shares not tendered or not
accepted for exchange, to be mailed to a third party, or to be delivered
to an address other than that appearing under your signature, complete
the box entitled "Special Delivery Instructions."
If you complete the box entitled "Special Exchange Instructions" or
"Special Delivery Instructions," you must have your signature guaranteed by an
Eligible Institution (as defined in Instruction 1 below) unless this Letter of
Transmittal is signed by an Eligible Institution.
DO NOT SIGN YOUR STOCK CERTIFICATES.
1. Guarantee of Signatures.
No signature guarantee is required on this Letter of Transmittal if (i)
tendered Series G 9.12% Depositary Shares are registered in the name(s) of the
undersigned and the Series G Preferred Securities to be issued in exchange
therefor are to be issued (and any Series G 9.12% Depositary Shares not tendered
or not accepted for exchange are to be returned) in the name of the registered
holder(s) (which term, for the purposes described herein, shall include any
participant in DTC or PDTC whose name appears on a security listing as the owner
of Series G 9.12% Depositary Shares) and (ii) such holder(s) have not completed
the box entitled "Special Exchange Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal. If the tendered Series G 9.12%
Depositary Shares are registered in the name(s) of someone other than the
undersigned or if the Series G Preferred Securities to be issued in exchange
therefor are to be issued (or Series G 9.12% Depositary Shares not tendered or
not accepted for exchange are to be returned) in the name of any other person,
such tendered Series G 9.12% Depositary Shares must be endorsed or accompanied
by written instruments of transfer in form satisfactory to the Series G Trust
and duly signed by the registered holder, and the signature on the endorsement
or instrument of transfer must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter referred to as an
"Eligible Institution"). See Instruction 5.
2. Delivery of Letter of Transmittal and Series G 9.12% Depositary Shares.
This Letter of Transmittal is to be completed by holders of Series G 9.12%
Depositary Shares either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined in the Prospectus) is utilized, if tenders are to
be made pursuant to the procedure for tender by book-entry transfer set forth
under "The Offers -- Procedures for Tendering" in the Prospectus. Certificates
for Series G 9.12% Depositary Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Series G 9.12% Depositary Shares
into the Exchange Agent's account at the Book-Entry Facility designated below,
as well as this Letter of Transmittal (or a facsimile hereof), properly
completed and duly signed, with any required signature guarantees, or an Agent's
Message in the case of a book-entry delivery, and any other documents required
by this Letter of Transmittal, must be received by the Exchange Agent at one of
its addresses set forth herein prior to the Series G Expiration Date (as defined
in the Prospectus).
3
<PAGE> 4
If a holder of Series G 9.12% Depositary Shares desires to participate in
the Series G Offer and time will not permit this Letter of Transmittal or any
tendered Series G 9.12% Depositary Shares to reach the Exchange Agent before the
Series G Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if the Exchange Agent has
received at one of the addresses set forth herein prior to the Series G
Expiration Date, a signed letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of the tendering holder,
the name(s) in which the Series G 9.12% Depositary Shares are registered and, if
the Series G 9.12% Depositary Shares are held in certificated form, the
certificate numbers of the Series G 9.12% Depositary Shares to be tendered, and
stating that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange ("NYSE") trading days after the date of signature of
such letter, telegram or facsimile transmission by the Eligible Institution, the
Series G 9.12% Depositary Shares in proper form for transfer together with this
Letter of Transmittal, properly completed and duly signed (and any other
required documents), or a confirmation of book-entry transfer of such Series G
9.12% Depositary Shares into the Exchange Agent's account at the Book-Entry
Facility designated below, will be delivered by such Eligible Institution.
Unless the Series G 9.12% Depositary Shares being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by this Letter of Transmittal,
properly completed and duly signed, and any other required documents) or a
confirmation of book-entry transfer of such Series G 9.12% Depositary Shares
into the Exchange Agent's account at the Book-Entry Facility designated below in
accordance with such Book Entry Facility's Automated Tender Offer Program
("ATOP") procedures, if applicable, is received, the Series G Trust may, at its
option, reject the tender.
THE METHOD OF DELIVERY OF SERIES G 9.12% DEPOSITARY SHARES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY FACILITY
DESIGNATED BELOW, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF
CERTIFICATES FOR SERIES G 9.12% DEPOSITARY SHARES ARE SENT BY MAIL, REGISTERED
OR CERTIFIED MAIL, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Series G 9.12% Depositary Shares will be accepted for exchange. By
signing this Letter of Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of the Series G 9.12%
Depositary Shares for exchange.
Upon the terms and subject to the conditions of the Series G Offer,
including the Minimum Distribution Condition and the Minimum Holders Condition,
if 9,071,910 or fewer Series G 9.12% Depositary Shares have been validly
tendered and not withdrawn prior to the Series G Expiration Date, the Series G
Trust will accept for exchange all such Series G 9.12% Depositary Shares. Upon
the terms and subject to the conditions of the Series G Offer, if more than
9,071,910 Series G 9.12% Depositary Shares (or, if decreased as described in the
Prospectus, such lesser number as the Series G Trust may elect to purchase
pursuant to the Series G Offer) have been validly tendered and not withdrawn
prior to the Series G Expiration Date, the Series G Trust will accept for
exchange Series G Depositary Shares from each tendering Holder on a pro rata
basis, subject to adjustment to avoid the acceptance for exchange of fractional
shares. If proration of tendered Series G 9.12% Depositary Shares is required,
because of the difficulty in determining the number of Series G 9.12% Depositary
Shares validly tendered (including shares tendered by the guaranteed delivery
procedures described in the Prospectus under "The Offers -- Procedures for
Tendering"), the Series G Trust does not expect that it would be able to
announce the final proration factor or to commence the exchange for any Series G
9.12% Depositary Shares until approximately five Business Days (as defined in
the Prospectus) after the Series G Expiration Date. Preliminary results of the
proration will be announced by press release as promptly as practicable after
the Series G Expiration Date. Holders of Series G 9.12% Depositary Shares may
obtain such preliminary information from the Information Agent or the Exchange
Agent and may also be able to obtain such information from their brokers.
3. Inadequate Space.
If the space provided herein is inadequate, the certificate numbers and/or
the amounts of Series G 9.12% Depositary Shares should be listed on a separate
signed schedule and attached hereto.
4
<PAGE> 5
4. Partial Tenders (Not Applicable to Book-Entry Stockholders).
If fewer than all the Series G 9.12% Depositary Shares represented by any
certificate delivered to the Exchange Agent are to be tendered, fill in the
number of Series G 9.12% Depositary Shares which are to be tendered in the box
entitled "Number of Shares Tendered." In such case, a new certificate for the
remainder of the Series G 9.12% Depositary Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as promptly as practicable following the Series G Expiration Date. All Series G
9.12% Depositary Shares represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Series G 9.12% Depositary Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Series G 9.12% Depositary Shares tendered hereby are held of
record by two or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Series G 9.12% Depositary Shares tendered hereby are
registered in different names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Series G 9.12% Depositary Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless Series G Preferred
Securities issued in exchange therefor are to be issued, or Series G 9.12%
Depositary Shares not tendered or not exchanged are to be returned, in the name
of any person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Series G 9.12% Depositary Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificates for such Series G 9.12% Depositary Shares. Signature(s) on
any such certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Series G Trust of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes.
General Motors will pay all stock transfer taxes, if any, applicable to the
exchange of any Series G 9.12% Depositary Shares pursuant to the Series G Offer.
If, however, certificates representing Series G Preferred Securities or Series G
9.12% Depositary Shares not tendered or accepted for exchange are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Series G 9.12% Depositary Shares tendered or if a
transfer tax is imposed for any reason other than the exchange of Series G 9.12%
Depositary Shares pursuant to the Series G Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
7. Special Exchange and Delivery Instructions.
If certificates representing Series G Preferred Securities are to be issued
in the name of, or any Series G 9.12% Depositary Shares not tendered or not
accepted for exchange are to be issued or to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or any certificates for Series
G Preferred Securities or certificates for Series G 9.12% Depositary Shares not
tendered or not accepted for exchange are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown below, the appropriate
boxes on this Letter of Transmittal should be completed.
5
<PAGE> 6
8. Substitute Form W-9.
Under the federal income tax laws, the Series G Trust may be required to
withhold 31% of the amount of any payments made and/or the fair market value of
any Series G Preferred Securities to be distributed to a holder of Series G
Preferred Securities in exchange therefor pursuant to the Series G Offer or with
respect to the amount of any payments made to certain holders of Series G
Preferred Securities. In order to avoid such backup withholding, each tendering
holder, and, if applicable, each other payee, must provide such holder's or
payee's correct taxpayer identification number, and certify that such holder or
payee is not subject to such backup withholding by completing and signing the
box entitled "Substitute Form W-9" set forth on page 15 of this Letter of
Transmittal. In general, if a holder of Series G Preferred Securities or payee
is an individual, the taxpayer identification number is the Social Security
Number of such individual. If the Series G Trust is not provided with the
correct taxpayer identification number, the holder or payee providing such
number may be subject to a $50 penalty imposed by the Internal Revenue Service.
Certain holders of Series G Preferred Securities or payees (including, among
others, all corporations and certain foreign individual(s)) are not subject to
these backup withholding and reporting requirements. In order to satisfy the
Series G Trust that a foreign individual qualifies as an exempt recipient, such
holder of Series G Preferred Securities or payee must submit a statement, signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and/or how to complete the Substitute Form W-9 if the Series G 9.12%
Depositary Shares being tendered are held in more than one name and/or the
Series G Preferred Securities will be held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
9. Waiver of Conditions.
The conditions of the Series G Offer may be waived by the Series G Trust
from time to time in accordance with, and subject to the limitations described
in, the Prospectus, provided that acceptance of Series G 9.12% Depositary Shares
validly tendered in the Series G Offer is subject to (a) the condition that as
of the Series G Expiration Date there be at least 400 record or beneficial
holders of at least 1,000,000 Series G Preferred Securities to be issued in
exchange for such Series G 9.12% Depositary Shares and (b) the condition that as
of the Series G Expiration Date there shall not have been tenders by a number of
holders of the Series G 9.12% Depositary Shares such that General Motors has
determined that the consummation of the Series G Offer would have a reasonable
likelihood of producing, either directly or indirectly, (i) the Series G 9.12%
Depositary Shares to be held of record by less than 300 persons (as determined
for purposes of Rule 13e-3 under the Securities Exchange Act of 1934, as
amended) or (ii) the Series G 9.12% Depositary Shares to cease to be listed on
the NYSE after the consummation of the Series G Offer, which conditions may not
be waived.
10. Requests for Assistance or Additional Copies.
Requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal (or the Letter of Transmittal relating to the Series D
7.92% Depositary Shares and the Series D Offer) may be obtained from the
Information Agent or the Exchange Agent at their respective addresses or
telephone numbers set forth herein.
11. Solicited Tenders.
General Motors will pay to a Soliciting Dealer (as defined herein)
designated by the record or beneficial owner, as appropriate, a solicitation fee
of $0.50 per Depositary Share (except that in the case of transactions equal to
or exceeding 10,000 Series G 9.12% Depositary Shares, General Motors will pay
$0.25 per Series G 9.12% Depositary Share) validly tendered and accepted for
exchange pursuant to the Series G Offer. For purposes of this Instruction 11,
"Soliciting Dealer" includes (i) any broker or dealer in securities, including
each Dealer Manager in its capacity as dealer or broker, who is a member of any
national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD who agrees to conform to the NASD's Rules of Fair
Practice in
6
<PAGE> 7
soliciting tenders outside the United States to the same extent as though it
were an NASD member, or (iii) any bank or trust company, any one of whom has
solicited and obtained a tender pursuant to the Series G Offer. No such fee
shall be payable to a Soliciting Dealer in respect of Series G 9.12% Depositary
Shares registered in the name of such Soliciting Dealer unless such Series G
9.12% Depositary Shares are held by such Soliciting Dealer as nominee and such
Series G 9.12% Depositary Shares are being tendered for the benefit of one or
more beneficial owners identified on this Letter of Transmittal or on the Notice
of Solicited Tenders (included in the materials provided to brokers and
dealers). No solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender of Series G 9.12% Depositary Shares unless this Letter of
Transmittal accompanying such tender designates such Soliciting Dealer as such
in the box captioned "Solicited Tenders."
If tendered Series G 9.12% Depositary Shares are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent with the
Book-Entry Facility designated below, the Soliciting Dealer must return a Notice
of Solicited Tenders to the Exchange Agent within three NYSE trading days after
the Series G Expiration Date in order to receive a solicitation fee. No
solicitation fee shall be payable to a Soliciting Dealer in respect of Series G
9.12% Depositary Shares (i) beneficially owned by such Soliciting Dealer or (ii)
registered in the name of such Soliciting Dealer unless such Series G 9.12%
Depositary Shares are held by such Soliciting Dealer as nominee and such Series
G 9.12% Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on this Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting Dealer
with respect to the tender of Series G 9.12% Depositary Shares by the holder of
record, for the benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
12. Lost, Stolen or Destroyed Certificates for Series G 9.12% Depositary
Shares.
Any holder of Series G 9.12% Depositary Shares whose certificate(s) for
such shares have been lost, stolen or destroyed should contact either the
Exchange Agent or the Information Agent at their respective addresses shown on
the back page of this Letter of Transmittal for special instructions.
13. Irregularities.
All questions as to the number of Series G 9.12% Depositary Shares to be
accepted, the validity, form, eligibility (including time of receipt) and
acceptance of any tender of Series G 9.12% Depositary Shares will be determined
by General Motors, in its sole discretion, which determination shall be final
and binding. General Motors reserves the absolute right to reject any or all
tenders made pursuant to the Series G Offer determined by it not to be in
appropriate form or the acceptance of or payment for any Series G 9.12%
Depositary Shares which would, in the opinion of General Motors' counsel, be
unlawful. General Motors also reserves the absolute right to waive any of the
conditions set forth in the Series G Offer (other than the Minimum Distribution
Condition and the Minimum Holders Condition, both as described in the
Prospectus) or any defect or irregularity in any tender with respect to any
particular Series G 9.12% Depositary Shares or any particular stockholder, and
General Motors' interpretation of the terms and conditions of the Series G Offer
(including these instructions) will be final and binding. Tenders will not be
deemed to have been made until all defects and irregularities have been cured or
waived prior to the Series G Expiration Date or such times as General Motors
shall determine. Neither General Motors, the Exchange Agent, the Information
Agent, the Dealer Managers nor any other person will be obligated to give notice
of defects or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a tendering holder of Series G
Preferred Securities is required to provide the Series G Trust (as payor) with
such holder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below. If the tendering holder is an individual, the TIN is his or her
social security number. If the Series G Trust is not provided with the correct
TIN, payments that are made to such tendering holder or other payee with respect
thereto may be subject to 31% backup withholding.
7
<PAGE> 8
Certain tendering holders of Series G Preferred Securities (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. In order for a foreign
individual to qualify as an exempt recipient, the tendering holder of Series G
Preferred Securities must submit a signed Form W-8 attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange Agent.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for more instructions.
If backup withholding applies, the Series G Trust is required to withhold
31% of (i) the sum of (x) any payments made to the tendering holder of Series G
Preferred Securities or other payee and (y) the fair market value of the Series
G Preferred Securities that would be distributed to such tendering holder
pursuant to the Series G Offer and (ii) any payments that are made in respect of
the Series G Preferred Securities. Such withholding obligation may cause General
Motors (or the Exchange Agent) to sell some portion of the Series G Preferred
Securities that otherwise would have been distributed to a tendering holder.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld, provided that the required information is given to the Internal
Revenue Service. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
submitting holder of Series G Preferred Securities has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked, the holder of Series G Preferred Securities or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that the box
in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification
Number is completed, the Series G Trust will withhold 31% (i) of all payments
made prior to the time a properly certified TIN is provided to the Series D
Trust and (ii) of the Series G Preferred Securities that otherwise would be
distributed to such holder. However, such amounts and/or Series G Preferred
Securities will be refunded to each such tendering holder of Series G Preferred
Securities if a TIN is provided to the Series G Trust (or the Exchange Agent)
within 60 days.
The tendering holder of Series G Preferred Securities is required to give
the Series G Trust the TIN of the record owner of the Series G Preferred
Securities or of the last transferee appearing on the transfers attached to, or
endorsed on, the Series G Preferred Securities. If the Series G Preferred
Securities are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
8
<PAGE> 9
NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 14 AND 15 BELOW
PLEASE READ THE PRECEDING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to General Motors Capital Trust G, a
Delaware statutory business trust (the "Series G Trust"), Series G 9.12%
Depositary Shares (the "Series G 9.12% Depositary Shares"), each representing
one-fourth of a share of Series G 9.12% Preference Stock (the "Series G 9.12%
Preference Stock") of General Motors Corporation ("General Motors"), pursuant to
the offer by the Series G Trust to exchange its 9.87% Trust Originated Preferred
Securities(SM) ("TOPrS(SM)"), Series G (the "Series G Preferred Securities"),
for up to 9,071,910 Series G 9.12% Depositary Shares, upon the terms and subject
to the conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Series G Offer").
Subject to and effective upon acceptance for exchange of the Series G 9.12%
Depositary Shares tendered herewith, the undersigned hereby exchanges, assigns
and transfers to or upon the order of the Series G Trust all right, title and
interest in and to all the Series G 9.12% Depositary Shares that are being
tendered hereby and irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Series G 9.12% Depositary Shares, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates for such Series G 9.12% Depositary Shares
or transfer ownership of such Series G 9.12% Depositary Shares on the account
books maintained by DTC or PDTC, as applicable, together, in any such case, with
all accompanying evidences of transfer and authenticity, to the Exchange Agent
for the account of the Series G Trust, (b) present such Series G 9.12%
Depositary Shares for transfer on the books of General Motors and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Series G 9.12% Depositary Shares, all in accordance with the terms of the Series
G Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Series G
9.12% Depositary Shares and the underlying Series G 9.12% Preference Stock
tendered hereby and to acquire Series G Preferred Securities issuable upon the
exchange of such tendered Series G 9.12% Depositary Shares and that, when the
undersigned's Series G 9.12% Depositary Shares are accepted for exchange, the
Series G Trust will acquire good and unencumbered title to such tendered Series
G 9.12% Depositary Shares and the underlying Series G 9.12% Preference Stock,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The undersigned will, upon request, sign and
deliver any additional documents deemed by the Series G Trust to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Series G
9.12% Depositary Shares or to transfer ownership of such Series G 9.12%
Depositary Shares.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Series G Offer, this tender is irrevocable.
The undersigned understands that tenders of Series G 9.12% Depositary
Shares pursuant to the Series G Offer are subject to proration as described in
the Prospectus under "The Offers -- Terms of the Offers." The undersigned also
understands that tenders of Series G 9.12% Depositary Shares pursuant to any one
of the procedures described in "The Offers -- Procedures for Tendering" in the
Prospectus and in the instructions hereto will constitute agreements between the
undersigned and the Series G Trust upon the terms and subject to the conditions
of the Series G Offer.
Unless otherwise indicated under "Special Exchange Instructions," please
cause Series G Preferred Securities to be issued, and return any Series G 9.12%
Depositary Shares not tendered or not accepted for exchange, in the name(s) of
the undersigned (and, in the case of Series G 9.12% Depositary Shares tendered
by book-entry transfer, by credit to the account at the Book-Entry Facility
designated below). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail any certificates for Series G 9.12% Depositary Shares
not tendered or not accepted for exchange (and accompanying documents, as
9
<PAGE> 10
appropriate), and any certificates for Series G 9.12% Depositary Shares, to the
undersigned at the address shown below the undersigned's signature(s). If both
"Special Exchange Instructions" and "Special Delivery Instructions" are
completed, please cause Series G Preferred Securities to be issued, and return
any Series G 9.12% Depositary Shares not tendered or not accepted for exchange,
in the name(s) of, and deliver any certificates for such Series G 9.12%
Depositary Shares to, the person(s) so indicated (and in the case of Series G
9.12% Depositary Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Facility designated below). The undersigned recognizes
that the Series G Trust has no obligation, pursuant to the "Special Exchange
Instructions," to transfer any Series G 9.12% Depositary Shares from the name of
the registered holder(s) thereof if the Series G Trust does not accept for
exchange any of the Series G 9.12% Depositary Shares so tendered.
10
<PAGE> 11
PLEASE COMPLETE:
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SERIES G 9.12% DEPOSITARY SHARES BEING TENDERED
- ---------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) SERIES G 9.12% DEPOSITARY SHARES TENDERED
ON CERTIFICATE(S).) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S) CERTIFICATE(S)* TENDERED**
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
TOTAL SHARES
- ---------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the full number of Series G 9.12%
Depositary Shares represented by the tendered certificates. See Instruction 4.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
ELIGIBLE INSTITUTIONS OR BROKERS TO COMPLETE ONLY IF APPLICABLE:
[ ] CHECK HERE IF TENDERED SERIES G 9.12% DEPOSITARY SHARES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER TO THE ACCOUNT OF THE EXCHANGE AGENT, AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------------------------------------------
Check applicable box: [ ] DTC [ ] PDTC
Account No.:
----------------------------------------------------------------
Transaction Code No.:
-------------------------------------------------------
[ ] CHECK HERE IF TENDERED SERIES G 9.12% DEPOSITARY SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Tendering Stockholder(s):
---------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------------
Name of Institution which Guaranteed Delivery:
------------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution:
----------------------------------------------------------------------------
Check applicable box: [ ] DTC [ ] PDTC
Account No.:
----------------------------------------------------------------
Transaction Code No.:
-------------------------------------------------------
11
<PAGE> 12
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS
(SEE INSTRUCTION 11)
General Motors will pay to any Soliciting Dealer, as defined in Instruction
11, a solicitation fee of $0.50 per Series G 9.12% Depositary Share (except that
in the case of transactions equal to or exceeding 10,000 Series G 9.12%
Depositary Shares, General Motors will pay $0.25 per Series G 9.12% Depositary
Share) validly tendered and accepted for exchange pursuant to the Series G
Offer.
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:
-----------------------------------------------------------
(Please print)
Name of Individual Broker or Financial Consultant:
----------------------
Identification Number (if known):
---------------------------------------
Address:
---------------------------------------------------------------
(Include zip code)
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder in connection with such solicitations; (ii) it is
entitled to such compensation for such solicitation under the terms and
conditions of the Series G Offer (unless the undersigned is not being
compensated for such solicitation); (iii) in soliciting tenders of Series G
9.12% Depositary Shares, it has used no soliciting materials other than those
furnished by General Motors and the Series G Trust; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National Association of
Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
If tendered Series G 9.12% Depositary Shares are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent with DTC
or PDTC, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent to receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR SERIES G 9.12% DEPOSITARY
SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
12
<PAGE> 13
COMPLETE ONLY IF APPLICABLE:
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Series G Preferred Securities, or
certificates for Series G 9.12% Depositary Shares not tendered or not accepted
for exchange, are to be issued in the name of someone other than the
undersigned.
Issue [ ] certificates for Series G Preferred
Securities to:
[ ] certificates for Series G 9.12% Depositary Shares to:
Name
--------------------------------------------------------------------------
(PLEASE PRINT)
Address
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Taxpayer Identification No.:
---------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificates for Series G Preferred Securities, or
certificates for Series G 9.12% Depositary Shares not tendered or not accepted
for exchange, are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature(s).
Mail: [ ] certificates for Series G Preferred
Securities to:
[ ] certificates for Series G 9.12% Depositary Shares to:
Name
--------------------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------------------
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
UNLESS YOU ARE AN ELIGIBLE INSTITUTION, IF YOU HAVE COMPLETED EITHER OF THE TWO
BOXES IMMEDIATELY ABOVE, YOU MUST HAVE THE "GUARANTEE OF SIGNATURE(S)" PORTION
OF THE NEXT BOX COMPLETED BY AN ELIGIBLE INSTITUTION.
13
<PAGE> 14
PLEASE COMPLETE:
- --------------------------------------------------------------------------------
HOLDER(S) OF SERIES G 9.12% DEPOSITARY SHARES SIGN HERE
(PLEASE COMPLETE AND SIGN THE BOX ENTITLED "SUBSTITUTE FORM W-9" ON PAGE
15)
(Must be signed by registered holder(s) exactly as name(s) appear(s)
on certificate(s) for Series G 9.12% Depositary Shares or on a security
position listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth full title and see Instruction 5.)
X
----------------------------------------------------------------------------
X
----------------------------------------------------------------------------
Signature(s) of owner(s)
Dated:
----------------------------------------------------------------------
Name(s):
-------------------------------------------------------------------
(Please Print)
Capacity (full title):
------------------------------------------------------
Address:
--------------------------------------------------------------------
(Include zip code)
Area Code and Telephone No.:
------------------------------------------------
GUARANTEE OF SIGNATURE(S) (IF APPLICABLE)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
-------------------------------------------------------
Name:
-----------------------------------------------------------------------
Title:
----------------------------------------------------------------------
Address:
--------------------------------------------------------------------
Name of Firm:
---------------------------------------------------------------
Area Code and Telephone Number:
---------------------------------------------
Dated:
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
DO NOT SIGN YOUR STOCK CERTIFICATES.
14
<PAGE> 15
TO BE COMPLETED BY ALL TENDERING HOLDERS:
PAYOR'S NAME: GENERAL MOTORS CAPITAL TRUST G
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX SOCIAL SECURITY NUMBER
SUBSTITUTE AT RIGHT AND CERTIFY BY SIGNING AND DATING OR EMPLOYER
FORM W-9 BELOW. IDENTIFICATION NUMBER
----------------------------------------------------------------------------------
Part 2 -- Check the box if you are NOT subject to backup withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you
are exempt from backup withholding (2) you have not been notified that you are
subject to backup withholding as a result of failure to report all interest or
DEPARTMENT OF THE TREASURY, dividends or (3) the Internal Revenue Service has notified you that you are no
INTERNAL REVENUE SERVICE longer subject to backup withholding. [ ]
----------------------------------------------------------------------------------
CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY
THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE,
CORRECT AND COMPLETE.
PAYER'S REQUEST FOR TAXPAYER SIGNATURE Part 3
IDENTIFICATION (TIN) AND ----------------------------------------- Awaiting
CERTIFICATION DATE TIN [ ]
---------------------------------------------- (AND SEE NEXT BOX.)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE ABOVE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that 31% of all reportable payments made to me will be withheld
until I provide a number and that if such number is provided to you within
sixty (60) days, such withheld amounts will be refunded.
SIGNATURE DATE
--------------------------------------------- ------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
15
<PAGE> 16
THE INFORMATION AGENT FOR THE SERIES G OFFER AND THE SERIES D OFFER IS:
GEORGESON & COMPANY INC. LOGO
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
<PAGE> 17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payor.
<TABLE>
<CAPTION>
- --------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF--
- --------------------------------------------------------
<S> <C>
1. Individual The Individual
2. Two or more The actual owner of the
individuals, including account or, if combined
husband and wife funds, any one of the
(joint account) individuals(1)
3. Custodian account of a The minor(1)
minor (Uniform Gift to
Minors Act)
4. Adult and minor (joint The adult or, if the minor
account) is the only contributor,
the minor(1)
5. Account in the name of The ward, minor, or
guardian or committee incompetent person(1)
for a designated ward,
minor, or incompetent
person
6. a. The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid
trust under State
law
7. Sole proprietorship The owner(2)
account
- --------------------------------------------------------
<CAPTION>
- --------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- --------------------------------------------------------
<S> <C>
8. Valid trust, estate, Legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(3)
9. Corporate The corporation
10. Religious, charitable, The organization
or educational
organization
11. Partnership The partnership
12. Association, club, or The organization
other tax-exempt
organization
13. A broker or registered The broker or nominee
nominee
14. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
- --------------------------------------------------------
</TABLE>
(1) List and identify all parties to account and mark the name of the person
whose Social Security Number is furnished.
(2) The individual's name must be shown. The business name may be shown as well.
Use of Social Security Number permissible.
(3) List and identify all parties to account and mark the name of the legal
trust, estate, or pension trust whose Employer Identification Number is
furnished.
Note: If no name is specified when there is more than one listed, the number
will be considered to be that of the first so listed.
<PAGE> 18
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended) (the "Code"), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a) of the Code.
- An exempt charitable remainder trust, or a non-exempt trust described in
Section 4947(a)(1) of the Code.
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441
of the Code.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
- Payments described in Section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under Section 1451 of the Code.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should nonetheless file Form W-9 to avoid possible
erroneous backup withholding. ON SUCH FORM, FURNISH A TAXPAYER IDENTIFICATION
NUMBER, CHECK THE BOX INDICATING THE PAYEE'S STATUS AS EXEMPT, SIGN AND DATE THE
FORM, AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE A COMPLETED FORM W-8 (CERTIFICATE
OF FOREIGN STATUS) WITH THE PAYOR.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(a),
6045, 6050A and 6050N of the Code.
PRIVACY ACT NOTICE.--Section 6109 of the Code requires most recipients of
dividends, interest, or other payments to give taxpayer identification numbers
to payors who must report the payments to IRS. IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are required to file tax returns. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--Penalty
for Failure to Furnish Taxpayer Identification Number--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE> 1
EXHIBIT 99(b)(i)
NOTICE OF GUARANTEED DELIVERY
DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES D 7.92% PREFERENCE STOCK
(THE "SERIES D 7.92% DEPOSITARY SHARES")
(CUSIP 370442857)
GENERAL MOTORS CORPORATION
This form, or a substantial equivalent, must be used to accept the Series D
Offer (as defined below) if (i) certificates for depositary shares (the "Series
D 7.92% Depositary Shares"), each representing one-fourth of a share of Series D
7.92% Preference Stock, $0.10 par value per share, of General Motors Corporation
("General Motors"), cannot be delivered to the Exchange Agent by the Series D
Expiration Date (as defined in the Prospectus dated June , 1997 (as amended or
supplemented and including documents incorporated therein by reference, the
"Prospectus")), (ii) the procedure for book-entry transfer of Series D 7.92%
Depositary Shares (as set forth in the Prospectus) cannot be completed by the
Series D Expiration Date or (iii) the Letter of Transmittal (or a facsimile
thereof) and all other required documents cannot be delivered to the Exchange
Agent prior to the Series D Expiration Date. This form, properly completed and
duly executed, may be delivered by facsimile transmission, hand or overnight
courier to the Exchange Agent. See the Prospectus.
THE SERIES D OFFER (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EXTENDED.
THE EXCHANGE AGENT FOR THE SERIES D OFFER AND THE SERIES G OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<C> <C> <C>
If delivered by Facsimile, to: If delivered by Hand, If delivered by Overnight
(For Eligible Institutions Only) to: Courier,
The First National Bank of Boston to:
(617) 575-2233 Securities Transfer & The First National Bank of Boston
(Confirm Receipt by Telephone: Reporting Services Shareholder Services Division
(800) 331-9922) 55 Broadway, Third Floor Mail Stop 45-02-53
New York, New York 10006 150 Royall Street
Canton, Massachusetts 02021
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY RELATES ONLY TO THE SERIES D 7.92%
DEPOSITARY SHARES AND THE SERIES D OFFER. THIS NOTICE OF GUARANTEED DELIVERY MAY
NOT BE USED FOR SERIES G 9.12% DEPOSITARY SHARES TENDERED IN CONNECTION WITH THE
SERIES G OFFER. COPIES OF THE NOTICE OF GUARANTEED DELIVERY RELATING TO THE
SERIES G OFFER MAY BE OBTAINED FROM THE EXCHANGE AGENT AT THE ADDRESS OR
TELEPHONE NUMBER SET FORTH ABOVE OR FROM THE INFORMATION AGENT AT THE ADDRESS OR
TELEPHONE NUMBER SET FORTH BELOW.
THE INFORMATION AGENT FOR THE SERIES D OFFER AND THE SERIES G OFFER IS:
GEORGESON COMPANY INC. LOGO
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll Free)
Banks and Brokers Call Collect:
(212) 440-9800
<PAGE> 2
LADIES AND GENTLEMEN:
The undersigned hereby tenders to General Motors Capital Trust D (the
"Series D Trust"), upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal relating to the Series D 7.92%
Depositary Shares (which together constitute the "Series D Offer"), receipt of
which is hereby acknowledged, the number of Series D 7.92% Depositary Shares set
forth below, pursuant to the guaranteed delivery procedure set forth in the
Prospectus.
Number of Series D 7.92% Depositary Shares Tendered:
...............................................................................
Certificate Nos. (if available):
...............................................................................
If Series D 7.92% Depositary Shares will be tendered by book-entry transfer,
check applicable box:
[ ] The Depository Trust Company
[ ] The Philadelphia Depository Trust Company
Name(s) of Record Holder(s):
...............................................................................
...............................................................................
(Please Print)
Address(es):
...............................................................................
...............................................................................
(ZIP Code)
Name of
Tendering Institution:..........................................................
Account Number:.................................................................
Dated:..........................................................................
Area Code and Tel. No.:.........................................................
Signature(s):...................................................................
2
<PAGE> 3
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) "own(s)" the Series
D 7.92% Depositary Shares tendered hereby within the meaning of Rule 14e-4 under
the Securities Exchange Act of 1934, as amended, (b) that such tender of Series
D 7.92% Depositary Shares complies with Rule 14e-4 and (c) to deliver to the
Exchange Agent either the Series D 7.92% Depositary Shares tendered hereby, in
proper form or transfer, or confirmation of the book-entry transfer of the
Series D 7.92% Depositary Shares tendered hereby into the account of the
Exchange Agent at The Depository Trust Company or The Philadelphia Depository
Trust Company, together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required signature guarantees
(or an Agent's Message (as defined in the Prospectus)) and any other required
documents within three New York Stock Exchange trading days after the date of
execution of this Notice.
<TABLE>
<S> <C>
Name of Firm: X
------------------------------------ ----------------------------------------------------
Address: (Authorized Signature)
-----------------------------------------
Name:
Telephone Number: ---------------------------------------------
--------------------------------
Title:
Dated: --------------------------------------------
------------------------------------------- (Please Type or Print)
</TABLE>
DO NOT SEND CERTIFICATES FOR SERIES D 7.92% DEPOSITARY SHARES WITH THIS
NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SERIES D 7.92% DEPOSITARY SHARES
SHOULD BE SENT (UNSIGNED) WITH THE LETTER OF TRANSMITTAL RELATING TO THE SERIES
D 7.92% DEPOSITARY SHARES.
3
<PAGE> 1
EXHIBIT 99(b)(ii)
NOTICE OF GUARANTEED DELIVERY
DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES G 9.12% PREFERENCE STOCK
(THE "SERIES G 9.12% DEPOSITARY SHARES")
(CUSIP 370442790)
GENERAL MOTORS CORPORATION
This form, or a substantial equivalent, must be used to accept the Series G
Offer (as defined below) if (i) certificates for depositary shares (the "Series
G 9.12% Depositary Shares"), each representing one-fourth of a share of Series G
9.12% Preference Stock, $0.10 par value per share, of General Motors Corporation
("General Motors"), cannot be delivered to the Exchange Agent by the Series G
Expiration Date (as defined in the Prospectus dated June , 1997 (as amended or
supplemented and including documents incorporated therein by reference, the
"Prospectus")), (ii) the procedure for book-entry transfer of Series G 9.12%
Depositary Shares (as set forth in the Prospectus) cannot be completed by the
Series G Expiration Date or (iii) the Letter of Transmittal (or a facsimile
thereof) and all other required documents cannot be delivered to the Exchange
Agent prior to the Series G Expiration Date. This form, properly completed and
duly executed, may be delivered by facsimile transmission, hand or overnight
courier to the Exchange Agent. See the Prospectus.
THE SERIES G OFFER (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EXTENDED.
THE EXCHANGE AGENT FOR THE SERIES G OFFER AND THE SERIES D OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<C> <C> <C>
If delivered by Facsimile, to: If delivered by Hand, to: If delivered by Overnight
(For Eligible Institutions Courier,
Only) Securities Transfer & to:
The First National Bank of Reporting Services The First National Bank of
Boston 55 Broadway, Third Floor Boston
(617) 575-2233 New York, New York 10006 Shareholder Services Division
(Confirm Receipt by Mail Stop 45-02-53
Telephone: (800) 331-9922) 150 Royall Street
Canton, Massachusetts 02021
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY RELATES ONLY TO THE SERIES G 9.12%
DEPOSITARY SHARES AND THE SERIES G OFFER. THIS NOTICE OF GUARANTEED DELIVERY MAY
NOT BE USED FOR SERIES D 7.92% DEPOSITARY SHARES TENDERED IN CONNECTION WITH THE
SERIES D OFFER. COPIES OF THE NOTICE OF GUARANTEED DELIVERY RELATING TO THE
SERIES D OFFER MAY BE OBTAINED FROM THE EXCHANGE AGENT AT THE ADDRESS OR
TELEPHONE NUMBER SET FORTH ABOVE OR FROM THE INFORMATION AGENT AT THE ADDRESS OR
TELEPHONE NUMBER SET FORTH BELOW.
THE INFORMATION AGENT FOR THE SERIES G OFFER AND THE SERIES D OFFER IS:
GEORGESON COMPANY INC. LOGO
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
<PAGE> 2
LADIES AND GENTLEMEN:
The undersigned hereby tenders to General Motors Capital Trust G (the
"Series G Trust"), upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal relating to the Series G 9.12%
Depositary Shares (which together constitute the "Series G Offer"), receipt of
which is hereby acknowledged, the number of Series G 9.12% Depositary Shares set
forth below, pursuant to the guaranteed delivery procedure set forth in the
Prospectus.
Number of Series G 9.12% Depositary Shares Tendered:
...............................................................................
Certificate Nos. (if available):
...............................................................................
If Series G 9.12% Depositary Shares will be tendered by book-entry transfer,
check applicable box:
[ ] The Depository Trust Company
[ ] The Philadelphia Depository Trust Company
Name(s) of Record Holder(s):
...............................................................................
...............................................................................
(Please Print)
Address(es):
...............................................................................
...............................................................................
(ZIP Code)
Name of
Tendering Institution:..........................................................
Account Number:.................................................................
Dated:..........................................................................
Area Code and Tel. No.:.........................................................
Signature(s):...................................................................
2
<PAGE> 3
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) "own(s)" the Series
G 9.12% Depositary Shares tendered hereby within the meaning of Rule 14e-4 under
the Securities Exchange Act of 1934, as amended, (b) that such tender of Series
G 9.12% Depositary Shares complies with Rule 14e-4 and (c) to deliver to the
Exchange Agent either the Series G 9.12% Depositary Shares tendered hereby, in
proper form or transfer, or confirmation of the book-entry transfer of the
Series G 9.12% Depositary Shares tendered hereby into the account of the
Exchange Agent at The Depository Trust Company or The Philadelphia Depository
Trust Company, together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required signature guarantees
(or an Agent's Message (as defined in the Prospectus)) and any other required
documents within three New York Stock Exchange trading days after the date of
execution of this Notice.
<TABLE>
<S> <C>
Name of Firm: X
------------------------------------ ---------------------------------------------------
(Authorized Signature)
Address: Name:
----------------------------------------- ---------------------------------------------
Telephone Number: Title:
------------------------------- --------------------------------------------
(Please Type or Print)
Dated:
------------------------------------------
</TABLE>
DO NOT SEND CERTIFICATES FOR SERIES G 9.12% DEPOSITARY SHARES WITH THIS
NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SERIES G 9.12% DEPOSITARY SHARES
SHOULD BE SENT (UNSIGNED) WITH THE LETTER OF TRANSMITTAL RELATING TO THE SERIES
G 9.12% DEPOSITARY SHARES.
3
<PAGE> 1
EXHIBIT 99(c)
GENERAL MOTORS CORPORATION
GENERAL MOTORS CAPITAL TRUST D GENERAL MOTORS CAPITAL TRUST G
<TABLE>
<C> <C>
General Motors Capital Trust D General Motors Capital Trust G
Offer to Exchange its Offer to Exchange its
8.67% Trust Originated Preferred 9.87% Trust Originated Preferred
Securities(SM) Securities(SM)
("TOPrS(SM)"), Series D ("TOPrS(SM)"), Series G
for up to 5,462,917 for up to 9,071,910
Depositary Shares, Each Representing Depositary Shares, Each Representing
One-Fourth of a Share of One-Fourth of a Share of
Series D 7.92% Preference Stock Series G 9.12% Preference Stock
of General Motors Corporation of General Motors Corporation
CUSIP 370442857 CUSIP 370442790
</TABLE>
EACH OF THE OFFERS (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EITHER OR BOTH OF THE
OFFERS IS EXTENDED.
, 1997
To: Brokers, Dealers, Commercial Banks,
Trust Companies and
Other Nominees
We have been appointed by General Motors Corporation, a Delaware
corporation ("General Motors"), General Motors Capital Trust D, a Delaware
statutory business trust (the "Series D Trust"), and General Motors Capital
Trust G, a Delaware statutory business trust (the "Series G Trust"), to act as
Dealer Managers in connection with the Series D Offer and the Series G Offer,
each as defined below.
The Series D Trust has offered to exchange, upon the terms and subject to
the conditions set forth in the Prospectus referred to below and the Letter of
Transmittal relating to the Series D 7.92% Depositary Shares (which, together
with the Prospectus, constitutes the "Series D Offer"), its 8.67% Trust
Originated Preferred Securities(SM) ("TOPrS(SM)"), Series D (the "Series D
Preferred Securities"), for up to 5,462,917 Depositary Shares (the "Series D
7.92% Depositary Shares"), each representing one-fourth of a share of Series D
7.92% Preference Stock of General Motors, not owned by General Motors, that are
validly tendered and accepted for exchange pursuant to the Series D Offer. In
connection with the Series D Offer, General Motors will deposit into the Series
D Trust as trust assets its 8.67% Junior Subordinated Deferrable Interest
Debentures, Series D, due 2012, as set forth in the Prospectus.
The Series G Trust has offered to exchange, upon the terms and subject to
the conditions set forth in the Prospectus referred to below and the Letter of
Transmittal relating to the Series G 9.12% Depositary Shares (which, together
with the Prospectus, constitutes the "Series G Offer"), its 9.87% Trust
Originated Preferred Securities ("TOPrS(SM)"), Series G (the "Series G Preferred
Securities"), for up to 9,071,910 Depositary Shares (the "Series G 9.12%
Depositary Shares"), each representing one-fourth of a share of Series G 9.12%
Preference Stock of General Motors, not owned by General Motors, that are
validly tendered and accepted for exchange pursuant to the Series G Offer. In
connection with the Series G Offer, General Motors will deposit into the Series
G Trust as trust assets its 9.87% Junior Subordinated Deferrable Interest
Debentures, Series G, due 2012, as set forth in the Prospectus.
Pursuant to the terms and conditions of the Offers, exchanges will be made
on the basis of one Series D Preferred Security for each Series D 7.92%
Depositary Share validly tendered and accepted for exchange in
- ---------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
the Series D Offer and one Series G Preferred Security for each Series G 9.12%
Depositary Share validly tendered and accepted for exchange in the Series G
Offer.
The Series D Trust will accept for exchange up to 5,462,917 Series D 7.92%
Depositary Shares validly tendered and not withdrawn, upon the terms and subject
to the conditions of the Series D Offer described in the Prospectus dated June
, 1997 (as amended or supplemented and including all documents incorporated
therein by reference, the "Prospectus"), and the Series G Trust will accept for
exchange up to 9,071,910 Series G 9.12% Depositary Shares validly tendered and
not withdrawn, upon the terms and subject to the conditions of the Series G
Offer described in the Prospectus.
For your information and for forwarding to your clients, for whom you hold
either Series D 7.92% Depositary Shares or Series G 9.12% Depositary Shares (or
both) registered in your name or in the name of your nominee, we are enclosing
an appropriate number of sets of the following documents with respect to either
or both Offers, as applicable:
1. Prospectus;
2. Letter of Transmittal relating to the applicable Offer for your use
and for the information of your clients, for whom you hold Depositary
Shares of the applicable series, together with Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 providing
information relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery relating to the applicable Offer, to
be used to accept such Offer if Depositary Shares of the applicable series
and all other required documents cannot be delivered to the Exchange Agent
by the applicable Expiration Date (as defined in the Prospectus), or the
book-entry transfer of such Depositary Shares cannot be completed by such
Expiration Date;
4. A form of letter that may be sent to your clients, for whom you
hold Depositary Shares, with space provided for obtaining such clients'
instructions and their designation of Soliciting Dealer with regard to the
applicable Offer;
5. A letter from John F. Smith, Jr., Chairman, Chief Executive Officer
and President of General Motors relating to both of the Offers that may be
sent to your clients;
6. A Question and Answer pamphlet relating to both of the Offers that
may be sent to your clients; and
7. A return envelope addressed to The First National Bank of Boston,
the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
2
<PAGE> 3
EACH OF THE OFFERS (AND THE RELATED WITHDRAWAL RIGHTS)
WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY,
JULY 2, 1997 UNLESS EITHER OR BOTH OF THE OFFERS IS EXTENDED.
NONE OF GENERAL MOTORS, THE BOARD OF DIRECTORS OF GENERAL MOTORS, THE
TRUSTEES OF THE SERIES D TRUST, THE SERIES D TRUST, THE TRUSTEES OF THE SERIES G
TRUST OR THE SERIES G TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY
SHARES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING IN EITHER OR BOTH OF
THE OFFERS. HOLDERS OF DEPOSITARY SHARES ARE URGED TO CONSULT THEIR FINANCIAL
AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF
THEIR OWN PARTICULAR CIRCUMSTANCES.
General Motors will pay a solicitation fee of $0.50 per Depositary Share
(except that in the case of transactions equal to or exceeding 10,000 Depositary
Shares of any given series, General Motors will pay $0.25 per Depositary Share)
for any Depositary Shares validly tendered and accepted for exchange and
exchanged pursuant to the Offers, provided that such Depositary Shares are
covered by a Letter of Transmittal which properly designates as having solicited
and obtained the tender, (i) any broker or dealer in securities, including each
Dealer Manager in its capacity as a broker or dealer, which is a member of any
national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD which agrees to conform to the NASD's Rules of Fair
Practice in soliciting tenders outside the United States to the same extent as
though it were an NASD member, or (iii) any bank or trust company (each of which
is referred to herein as a "Soliciting Dealer"). No solicitation fee shall be
payable to a Soliciting Dealer with respect to the tender of Depositary Shares
by a holder unless the applicable Letter of Transmittal accompanying such tender
designates such Soliciting Dealer as such in the box captioned "Solicited
Tenders."
Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with either Offer consist solely of forwarding to clients material
relating to such Offer, including the Prospectus and the related Letter of
Transmittal, and tendering Depositary Shares as directed by beneficial owners
thereof; provided that under no circumstances shall any fee be paid to
Soliciting Dealers more than once with respect to any Depositary Share. No
Soliciting Dealer is required to make any recommendation to holders of
Depositary Shares as to whether to tender or refrain from tendering in the
applicable Offer. No assumption is made, in making payment to any Soliciting
Dealer, that its activities in connection with an Offer included any activities
other than those described above, and for all purposes noted in all materials
relating to the Offers, the term "solicit" shall be deemed to mean no more than
processing shares tendered or forwarding to customers materials regarding the
Offers.
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with The Depository Trust
Company or The Philadelphia Depository Trust Company, the Soliciting Dealer must
return a Notice of Solicited Tenders to the Exchange Agent within three business
days after the applicable Expiration Date (as defined in the Prospectus) in
order to receive a solicitation fee. Such Notice of Solicited Tenders for the
Series D 7.92% Depositary Shares is attached hereto on page 5, and such Notice
of Solicited Tenders for the Series G 9.12% Depositary Shares is attached hereto
on page 6. No solicitation fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares (i) beneficially owned by such Soliciting Dealer or
(ii) registered in the name of such Soliciting Dealer unless such Depositary
Shares are held by such Soliciting Dealer as nominee and such Depositary Shares
are being tendered for the benefit of one or more beneficial owners identified
on the applicable Letter of Transmittal or the applicable Notice of Solicited
Tenders. No solicitation fee shall be payable to the Soliciting Dealer with
respect to the tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of General Motors, the
Series D Trust, the
3
<PAGE> 4
Trustees of the Series D Trust, the Series G Trust, the Trustees of the Series G
Trust, the Exchange Agent, the Information Agent or the Dealer Managers for
purposes of the Offers.
General Motors will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. General Motors will
pay all stock transfer taxes applicable to the acceptance of Depositary Shares
pursuant to the Offers, in each case, subject to Instruction 6 of the applicable
Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Series D Offer or the Series
G Offer should be addressed to, and additional copies of the enclosed materials
may be obtained from, the Information Agent at the address and telephone number
set forth on the back cover of the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
SMITH BARNEY INC.
MORGAN STANLEY & CO. INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF GENERAL MOTORS, THE SERIES D TRUST, THE TRUSTEES OF THE SERIES D
TRUST, THE SERIES G TRUST, THE TRUSTEES OF THE SERIES G TRUST, THE DEALER
MANAGERS, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH EITHER OR BOTH OF THE OFFERS OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
4
<PAGE> 5
NOTICE OF SOLICITED TENDERS
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE BUSINESS DAYS AFTER THE APPLICABLE EXPIRATION DATE TO THE ADDRESS
SET FORTH ON THE BACK COVER OF THE PROSPECTUS. NOTICES MAY BE DELIVERED BY
FACSIMILE TO THE EXCHANGE AGENT AT (617) 575-2233 (CONFIRM RECEIPT BY TELEPHONE
(800) 331-9922).
ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE
DIRECTED TO THE INFORMATION AGENT AS FOLLOWS: GEORGESON & COMPANY INC., WALL
STREET PLAZA, NEW YORK, NEW YORK 10005, (800) 223-2064 (TOLL-FREE); BANKS AND
BROKERS CALL COLLECT, (212) 440-9800.
GENERAL MOTORS CAPITAL TRUST D
SERIES D 7.92% DEPOSITARY SHARES
List below the number of Series D 7.92% Depositary Shares whose tender you
have solicited. All Series D 7.92% Depositary Shares beneficially owned by a
beneficial owner, whether in one account or several, and in however many
capacities, must be aggregated for purposes of completing the tables below. Any
questions as to what constitutes beneficial ownership should be directed to the
Exchange Agent. If the space below is inadequate, list the Series D 7.92%
Depositary Shares on a separate signed schedule and affix the list to this
Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE TABLES
HEADED "TO BE COMPLETED ONLY BY EXCHANGE AGENT."
BENEFICIAL OWNERS OF FEWER THAN 10,000 SERIES D 7.92% DEPOSITARY SHARES
<TABLE>
<CAPTION>
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
--------------------------------------------- ------------------------------
NUMBER OF VOI TICKET NUMBER OF FEE $0.50
BENEFICIAL OWNERS SHARES TENDERED NUMBER(1) SHARES ACCEPTED PER SHARE
----------------- --------------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Beneficial Owner No. 1...
------------ ----------------------- ------------ --------
Beneficial Owner No. 2...
------------ ----------------------- ------------ --------
Beneficial Owner No. 3...
------------ ----------------------- ------------ --------
Beneficial Owner No. 4...
------------ ----------------------- ------------ --------
Beneficial Owner No. 5...
------------ ----------------------- ------------ --------
Total...............
------------ ----------------------- ------------ --------
</TABLE>
BENEFICIAL OWNERS OF 10,000 OR MORE SERIES D 7.92% DEPOSITARY SHARES
<TABLE>
<CAPTION>
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
--------------------------------------------- ------------------------------
NUMBER OF VOI TICKET NUMBER OF FEE $0.25
BENEFICIAL OWNERS SHARES TENDERED NUMBER SHARES ACCEPTED PER SHARE
----------------- --------------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Beneficial Owner No. 1...
------------ ----------------------- ------------ --------
Beneficial Owner No. 2...
------------ ----------------------- ------------ --------
Beneficial Owner No. 3...
------------ ----------------------- ------------ --------
Beneficial Owner No. 4...
------------ ----------------------- ------------ --------
Beneficial Owner No. 5...
------------ ----------------------- ------------ --------
Total...............
------------ ----------------------- ------------ --------
</TABLE>
- -------------------------
(1) Complete if Series D 7.92% Depositary Shares are being delivered by
book-entry transfer. Please submit a separate VOI ticket for Series D 7.92%
Depositary Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Series D 7.92%
Depositary Shares in Book-Entry form, please indicate your request in the
comments field.
5
<PAGE> 6
GENERAL MOTORS CAPITAL TRUST G
SERIES G 9.12% DEPOSITARY SHARES
List below the number of Series G 9.12% Depositary Shares whose tender you
have solicited. All Series G 9.12% Depositary Shares beneficially owned by a
beneficial owner, whether in one account or several, and in however many
capacities must be aggregated for purposes of completing the tables below. Any
questions as to what constitutes beneficial ownership should be directed to the
Exchange Agent. If the space below is inadequate, list the Series G 9.12%
Depositary Shares on a separate signed schedule and affix the list to this
Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE TABLES
HEADED "TO BE COMPLETED ONLY BY EXCHANGE AGENT."
BENEFICIAL OWNERS OF FEWER THAN 10,000 SERIES G 9.12% DEPOSITARY SHARES
<TABLE>
<CAPTION>
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
--------------------------------------------- ------------------------------
NUMBER OF VOI TICKET NUMBER OF FEE $0.50
BENEFICIAL OWNERS SHARES TENDERED NUMBER(2) SHARES ACCEPTED PER SHARE
----------------- --------------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Beneficial Owner No. 1...
------------ ----------------------- ------------ --------
Beneficial Owner No. 2...
------------ ----------------------- ------------ --------
Beneficial Owner No. 3...
------------ ----------------------- ------------ --------
Beneficial Owner No. 4...
------------ ----------------------- ------------ --------
Beneficial Owner No. 5...
------------ ----------------------- ------------ --------
Total...............
------------ ----------------------- ------------ --------
</TABLE>
BENEFICIAL OWNERS OF 10,000 OR MORE SERIES G 9.12% DEPOSITARY SHARES
<TABLE>
<CAPTION>
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
--------------------------------------------- ------------------------------
NUMBER OF VOI TICKET NUMBER OF FEE $0.25
BENEFICIAL OWNERS SHARES TENDERED NUMBER SHARES ACCEPTED PER SHARE
----------------- --------------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Beneficial Owner No. 1...
------------ ----------------------- ------------ --------
Beneficial Owner No. 2...
------------ ----------------------- ------------ --------
Beneficial Owner No. 3...
------------ ----------------------- ------------ --------
Beneficial Owner No. 4...
------------ ----------------------- ------------ --------
Beneficial Owner No. 5...
------------ ----------------------- ------------ --------
Total...............
------------ ----------------------- ------------ --------
</TABLE>
- -------------------------
(2) Complete if Series G 9.12% Depositary Shares are being delivered by
book-entry transfer. Please submit a separate VOI ticket for Series G 9.12%
Depositary Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Series G 9.12%
Depositary Shares in Book-Entry form, please indicate your request in the
comments field.
6
<PAGE> 7
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tender
or incur any liability for failure to give such notification.
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus (unless the undersigned is not
being compensated for such solicitation); (iii) in soliciting tenders of Series
D 7.92% Depositary Shares or Series G 9.12% Depositary Shares, as applicable, it
has used no soliciting materials other than those furnished by General Motors
and the Series D Trust or the Series G Trust, as applicable; and (iv) if it is a
foreign broker or dealer not eligible for membership in the NASD, it has agreed
to conform to the NASD's Rules of Fair Practice in making solicitations outside
the United States to the same extent as though it were an NASD member.
<TABLE>
<S> <C>
Print Firm Name Address
-------------------------------------- --------------------------------------
Authorized Signature City, State, Zip Code
---------------------------------- -------------------------
Area Code and Telephone Number Attention
---------------------- -------------------------------------
</TABLE>
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE APPLICABLE
LETTER OF TRANSMITTAL.
7
<PAGE> 1
EXHIBIT 99(d)(i)
GENERAL MOTORS CAPITAL TRUST D
OFFER TO EXCHANGE ITS
8.67% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS(SM)"), SERIES D
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY
AND FULLY AND UNCONDITIONALLY GUARANTEED
BY GENERAL MOTORS CORPORATION)
FOR UP TO 5,462,917 DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES D 7.92% PREFERENCE STOCK
(CUSIP 370442857)
OF
GENERAL MOTORS CORPORATION
THE SERIES D OFFER (AND THE RELATED WITHDRAWAL RIGHTS)
WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS
EXTENDED.
To Our Clients:
Enclosed for your consideration are the Prospectus dated June , 1997 (as
amended or supplemented and including all documents incorporated therein by
reference, the "Prospectus") and the Letter of Transmittal relating to the
Series D 7.92% Depositary Shares (which, together with the Prospectus,
constitutes the "Series D Offer") in connection with the offer by General Motors
Capital Trust D, a Delaware statutory business trust (the "Series D Trust"), to
exchange its 8.67% Trust Originated Preferred Securities(SM) ("TOPrS(SM)"),
Series D (the "Series D Preferred Securities"), for up to 5,462,917 depositary
shares (the "Series D 7.92% Depositary Shares"), each representing one-fourth of
a share of Series D 7.92% Preference Stock of General Motors Corporation, a
Delaware corporation ("General Motors"), not owned by General Motors, that are
validly tendered and accepted for exchange pursuant to the Series D Offer. In
connection with the Series D Offer, General Motors will deposit into the Trust
as trust assets its 8.67% Junior Subordinated Deferrable Interest Debentures,
Series D, due 2012, as set forth in the Prospectus.
Pursuant to the Series D Offer, exchanges will be made on the basis of one
Series D Preferred Security for each Series D 7.92% Depositary Share validly
tendered (and not withdrawn) and accepted for exchange in the Series D Offer.
The Series D Trust will accept for exchange Series D 7.92% Depositary
Shares validly tendered and not withdrawn, up to the maximum number of shares
set forth above, upon the terms and subject to the conditions of the Series D
Offer. We are the holder of record of Series D 7.92% Depositary Shares held for
your account. A tender of such Series D 7.92% Depositary Shares can be made only
by us as the holder of record and pursuant to your instructions. The Letter of
Transmittal relating to the Series D 7.92% Depositary Shares is furnished to you
for your information only and cannot be used by you to tender Series D 7.92%
Depositary Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Series D 7.92% Depositary Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Prospectus and the applicable
Letter of Transmittal. We also request that you designate, in the box captioned
"Soliciting Tenders," any Soliciting Dealer who solicited your tender of Series
D 7.92% Depositary Shares.
- ---------------
(SM)"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
Your attention is called to the following:
1. The Series D Offer and the related withdrawal rights expire at 12:00
Midnight, Eastern time, on Wednesday, July 2, 1997, unless extended.
2. Consummation of the Series D Offer is conditioned on, among other
things, tenders by a sufficient number of holders of Series D 7.92% Depositary
Shares such that there be at least 400 record or beneficial holders of at least
1,000,000 Series D Preferred Securities to be issued in exchange for such Series
D 7.92% Depositary Shares (the "Minimum Distribution Condition"), which
condition may not be waived. Consummation of the Series D Offer is also
conditioned on there not having been tenders by a number of holders of the
Series D 7.92% Depositary Shares such that General Motors has determined that
the consummation of the Series D Offer would have a reasonable likelihood of
producing, either directly or indirectly, (i) the Series D 7.92% Depositary
Shares to be held of record by less than 300 persons (as determined for purposes
of Rule 13e-3 under the Securities Exchange Act of 1934, as amended) or (ii) the
Series D 7.92% Depositary Shares to cease to be listed on the New York Stock
Exchange after the consummation of the Series D Offer (the "Minimum Holders
Condition"), which condition may not be waived.
3. The Series D Trust expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate the Series D Offer and not accept
for exchange any Series D 7.92% Depositary Shares and promptly return all Series
D 7.92% Depositary Shares upon the failure of any of the conditions specified
above and in "The Offers -- Conditions To The Offers" in the Prospectus, (ii)
waive any condition to the Series D Offer (other than the Minimum Distribution
Condition and the Minimum Holders Condition) and accept all Series D 7.92%
Depositary Shares previously tendered, subject to the maximum number of shares
set forth above, pursuant to the Series D Offer, (iii) extend the Expiration
Date of the Series D Offer (the "Series D Expiration Date") and retain all
Series D 7.92% Depositary Shares tendered pursuant to such Series D Offer until
the Series D Expiration Date, subject, however, to all withdrawal rights of
holders (see "The Offers -- Withdrawal of Tenders" in the Prospectus), (iv)
amend the terms of the Series D Offer, (v) modify the form of the consideration
to be paid pursuant to the Series D Offer, or (vi) not accept for exchange
Series D 7.92% Depositary Shares at any time on or prior to the Series D
Expiration Date, for any reason, including, without limitation, if fewer than
100,000 Series D 7.92% Depositary Shares would remain outstanding upon
acceptance of those tendered (which condition may be waived by the Trust). Any
amendment applicable to the Series D Offer will apply to all Series D 7.92%
Depositary Shares tendered pursuant to the Series D Offer. The minimum period
during which the Series D Offer must remain open following material changes in
the terms of the Series D Offer or the information concerning the Series D
Offer, other than a change in the amount of Series D 7.92% Depositary Shares
sought for exchange or an increase or decrease in the consideration offered to
holders of Series D 7.92% Depositary Shares, depends upon the facts and
circumstances, including the relative materiality of such terms or information.
See "The Offers -- Expiration Dates; Extensions; Amendments; Termination" in the
Prospectus.
4. Tendering stockholders will not pay brokerage fees or commissions,
solicitation fees or, subject to Instruction 6 of the Letter of Transmittal
relating to the Series D 7.92% Depositary Shares, any stock transfer taxes
applicable to the exchange of Series D 7.92% Depositary Shares pursuant to the
Series D Offer.
Please note that a Question and Answer pamphlet regarding the Series D
Preferred Securities is enclosed for your information.
If you wish to have us tender any or all of your Series D 7.92% Depositary
Shares, please instruct us by completing, executing, detaching and returning to
us the detachable portion hereof captioned "Instructions With Respect to the
Series D Offer." An envelope to return your instructions to us is enclosed. If
you authorize the tender of your Series D 7.92% Depositary Shares, all such
Series D 7.92% Depositary Shares will be tendered unless otherwise specified on
such instructions. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf before the Series D Expiration Date.
THE SERIES D OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM
OR ON BEHALF OF, HOLDERS OF SERIES D 7.92% DEPOSITARY SHARES IN ANY JURISDICTION
IN WHICH THE MAKING OF THE SERIES D OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS
OF WHICH REQUIRE THAT THE SERIES D OFFER BE
2
<PAGE> 3
MADE BY A LICENSED BROKER OR DEALER, THE SERIES D OFFER SHALL BE DEEMED TO
BE MADE ON BEHALF OF THE SERIES D TRUST BY MERRILL LYNCH & CO., SMITH BARNEY
INC., MORGAN STANLEY & CO. INCORPORATED, PAINEWEBBER INCORPORATED, PRUDENTIAL
SECURITIES INCORPORATED OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
INSTRUCTIONS WITH RESPECT TO THE SERIES D OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated June , 1997 and the Letter of Transmittal relating to the
Series D 7.92% Depositary Shares in connection with the Series D Offer by the
Series D Trust to exchange its Series D Preferred Securities for up to 5,462,917
Series D 7.92% Depositary Shares of General Motors that are validly tendered and
accepted for exchange. Pursuant to the Series D Offer, exchanges will be made on
the basis of one Series D Preferred Security for each Series D 7.92% Depositary
Share validly tendered and accepted for exchange in the Series D Offer.
This will instruct you to tender the number of Series D 7.92% Depositary
Shares indicated below held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Prospectus and the Letter
of Transmittal relating to the Series D 7.92% Depositary Shares.
By checking this box, all Series D 7.92% Depositary Shares held by you for
our account, including fractional shares, will be tendered in the Series D
Offer. If fewer than all Series D 7.92% Depositary Shares are to be
tendered, we have checked the box below and indicated the aggregate number
of Series D 7.92% Depositary Shares to be tendered by you.
shares*
- ------------------------------
SIGN HERE
Signature(s):
-------------------------------------------------------------------
Name(s):
-----------------------------------------------------------------------
Address(es):
-------------------------------------------------------------------
Social Security or Taxpayer ID No(s).:
------------------------------------------
Dated:
-------------------------------------------------------------------------
(SEE OTHER SIDE)
- ---------------
* Unless otherwise indicated, it will be assumed that all such Series D 7.92%
Depositary Shares are to be tendered.
3
<PAGE> 4
PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER
WHO SOLICITED YOUR TENDER.
- --------------------------------------------------------------------------------
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:
Name of Firm:
----------------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant:
------------------------------------------------
Identification Number (if known):
----------------------------------------
Address:
----------------------------------------------------------------
----------------------------------------------------------------
(INCLUDE ZIP CODE)
SIGN HERE
<TABLE>
<S> <C>
X
- ----------------------------------------- -----------------------------------------
X
- ----------------------------------------- -----------------------------------------
SIGNATURE(S) PRINT NAME(S) AND ADDRESS(ES) HERE
</TABLE>
Dated:
-----------------------------------
- --------------------------------------------------------------------------------
4
<PAGE> 1
EXHIBIT 99(d)(ii)
GENERAL MOTORS CAPITAL TRUST G
OFFER TO EXCHANGE ITS
9.87% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS(SM)"), SERIES G
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY
AND FULLY AND UNCONDITIONALLY GUARANTEED
BY GENERAL MOTORS CORPORATION)
FOR UP TO 9,071,910 DEPOSITARY SHARES
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES G 9.12% PREFERENCE STOCK
(CUSIP 370442790)
OF
GENERAL MOTORS CORPORATION
THE SERIES G OFFER (AND THE RELATED WITHDRAWAL RIGHTS)
WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME ON WEDNESDAY, JULY 2, 1997,
UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Prospectus dated June , 1997 (as
amended or supplemented and including all documents incorporated therein by
reference, the "Prospectus") and the Letter of Transmittal relating to the
Series G 9.12% Depositary Shares (which, together with the Prospectus,
constitutes the "Series G Offer") in connection with the offer by General Motors
Capital Trust G, a Delaware statutory business trust (the "Series G Trust"), to
exchange its 9.87% Trust Originated Preferred Securities(SM) ("TOPrS(SM)"),
Series G (the "Series G Preferred Securities"), for up to 9,071,910 depositary
shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of
a share of Series G 9.12% Preference Stock of General Motors Corporation, a
Delaware corporation ("General Motors"), not owned by General Motors, that are
validly tendered and accepted for exchange pursuant to the Series G Offer. In
connection with the Series G Offer, General Motors will deposit into the Trust
as trust assets its 9.87% Junior Subordinated Deferrable Interest Debentures,
Series G, due 2012, as set forth in the Prospectus.
Pursuant to the Series G Offer, exchanges will be made on the basis of one
Series G Preferred Security for each Series G 9.12% Depositary Share validly
tendered (and not withdrawn) and accepted for exchange in the Series G Offer.
The Series G Trust will accept for exchange Series G 9.12% Depositary
Shares validly tendered and not withdrawn, up to the maximum number of shares
set forth above, upon the terms and subject to the conditions of the Series G
Offer. We are the holder of record of Series G 9.12% Depositary Shares held for
your account. A tender of such Series G 9.12% Depositary Shares can be made only
by us as the holder of record and pursuant to your instructions. The Letter of
Transmittal relating to the Series G 9.12% Depositary Shares is furnished to you
for your information only and cannot be used by you to tender Series G 9.12%
Depositary Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Series G 9.12% Depositary Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Prospectus and the applicable
Letter of Transmittal. We also request that you designate, in the box captioned
"Soliciting Tenders," any Soliciting Dealer who solicited your tender of Series
G 9.12% Depositary Shares.
- ---------------
(SM)"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
Your attention is called to the following:
1. The Series G Offer and the related withdrawal rights expire at 12:00
Midnight, Eastern time, on Wednesday, July 2, 1997, unless extended.
2. Consummation of the Series G Offer is conditioned on, among other
things, tenders by a sufficient number of holders of Series G 9.12% Depositary
Shares such that there be at least 400 record or beneficial holders of at least
1,000,000 Series G Preferred Securities to be issued in exchange for such Series
G 9.12% Depositary Shares (the "Minimum Distribution Condition"), which
condition may not be waived. Consummation of the Series G Offer is also
conditioned on there not having been tenders by a number of holders of the
Series G 9.12% Depositary Shares such that General Motors has determined that
the consummation of the Series G Offer would have a reasonable likelihood of
producing, either directly or indirectly, (i) the related Series G 9.12%
Depositary Shares to be held of record by less than 300 persons (as determined
for purposes of Rule 13e-3 under the Securities Exchange Act of 1934, as
amended) or (ii) the Series G 9.12% Depositary Shares to cease to be listed on
the New York Stock Exchange after the consummation of the Series G Offer (the
"Minimum Holders Condition"), which condition may not be waived.
3. The Series G Trust expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate the Series G Offer and not accept
for exchange any Series G 9.12% Depositary Shares and promptly return all Series
G 9.12% Depositary Shares upon the failure of any of the conditions specified
above and in "The Offers -- Conditions To The Offers" in the Prospectus, (ii)
waive any condition to the Series G Offer (other than the Minimum Distribution
Condition and the Minimum Holders Condition) and accept all Series G 9.12%
Depositary Shares previously tendered, subject to the maximum number of shares
set forth above, pursuant to the Series G Offer, (iii) extend the Expiration
Date of the Series G Offer (the "Series G Expiration Date") and retain all
Series G 9.12% Depositary Shares tendered pursuant to such Series G Offer until
the Series G Expiration Date, subject, however, to all withdrawal rights of
holders (see "The Offers -- Withdrawal of Tenders" in the Prospectus), (iv)
amend the terms of the Series G Offer, (v) modify the form of the consideration
to be paid pursuant to the Series G Offer, or (vi) not accept for exchange
Series G 9.12% Depositary Shares at any time on or prior to the Series G
Expiration Date, for any reason, including, without limitation, if fewer than
100,000 Series G 9.12% Depositary Shares would remain outstanding upon
acceptance of those tendered (which condition may be waived by the Trust). Any
amendment applicable to the Series G Offer will apply to all Series G 9.12%
Depositary Shares tendered pursuant to the Series G Offer. The minimum period
during which the Series G Offer must remain open following material changes in
the terms of the Series G Offer or the information concerning the Series G
Offer, other than a change in the amount of Series G 9.12% Depositary Shares
sought for exchange or an increase or decrease in the consideration offered to
holders of Series G 9.12% Depositary Shares, depends upon the facts and
circumstances, including the relative materiality of such terms or information.
See "The Offers -- Expiration Dates; Extensions; Amendments; Termination" in the
Prospectus.
4. Tendering stockholders will not pay brokerage fees or commissions,
solicitation fees or, subject to Instruction 6 of the Letter of Transmittal
relating to the Series G 9.12% Depositary Shares, any stock transfer taxes
applicable to the exchange of Series G 9.12% Depositary Shares pursuant to the
Series G Offer.
Please note that a Question and Answer pamphlet regarding the Series G
Preferred Securities is enclosed for your information.
If you wish to have us tender any or all of your Series G 9.12% Depositary
Shares, please instruct us by completing, executing, detaching and returning to
us the detachable portion hereof captioned "Instructions With Respect to the
Series G Offer." An envelope to return your instructions to us is enclosed. If
you authorize tender of your Series G 9.12% Depositary Shares, all such Series G
9.12% Depositary Shares will be tendered unless otherwise specified on such
instructions. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf before the Series G Expiration Date.
THE SERIES G OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM
OR ON BEHALF OF, HOLDERS OF SERIES G 9.12% DEPOSITARY SHARES IN ANY JURISDICTION
IN WHICH THE MAKING OF THE SERIES G OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS
OF WHICH REQUIRE THAT THE SERIES G OFFER BE
2
<PAGE> 3
MADE BY A LICENSED BROKER OR DEALER, THE SERIES G OFFER SHALL BE DEEMED TO
BE MADE ON BEHALF OF THE SERIES G TRUST BY MERRILL LYNCH & CO., SMITH BARNEY
INC., MORGAN STANLEY & CO. INCORPORATED, PAINEWEBBER INCORPORATED, PRUDENTIAL
SECURITIES INCORPORATED OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
INSTRUCTIONS WITH RESPECT TO THE SERIES G OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated June , 1997 and the Letter of Transmittal relating to the
Series G 9.12% Depositary Shares in connection with the Series G Offer by the
Series G Trust to exchange its Series G Preferred Securities for up to 9,071,910
Series G 9.12% Depositary Shares of General Motors that are validly tendered and
accepted for exchange. Pursuant to the Series G Offer, exchanges will be made on
the basis of one Series G Preferred Security for each Series G 9.12% Depositary
Share validly tendered and accepted for exchange in the Series G Offer.
This will instruct you to tender the number of Series G 9.12% Depositary
Shares indicated below held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Prospectus and the Letter
of Transmittal relating to the Series G 9.12% Depositary Shares.
By checking this box, all Series G 9.12% Depositary Shares held by you for
our account, including fractional shares, will be tendered in the Series G
Offer. If fewer than all Series G 9.12% Depositary Shares are to be
tendered, we have checked the box below and indicated the aggregate number
of Series G 9.12% Depositary Shares to be tendered by you.
shares*
- ------------------------------
SIGN HERE
Signature(s):
-------------------------------------------------------------------
Name(s):
-----------------------------------------------------------------------
Address(es):
--------------------------------------------------------------------
Social Security or Taxpayer ID No(s).:
------------------------------------------
Dated:
--------------------------------------------------------------------------
(SEE OTHER SIDE)
- ---------------
* Unless otherwise indicated, it will be assumed that all such Series G 9.12%
Depositary Shares are to be tendered.
3
<PAGE> 4
PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER
WHO SOLICITED YOUR TENDER.
- --------------------------------------------------------------------------------
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:
Name of Firm:
-------------------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant:
-------------------------------------------------
Identification Number (if known):
------------------------------------------
Address:
------------------------------------------------------------------
--------------------------------------------------------------------------
(INCLUDE ZIP CODE)
SIGN HERE
<TABLE>
<S> <C>
X
- ----------------------------------------- -----------------------------------------
X
- ----------------------------------------- -----------------------------------------
SIGNATURE(S) PRINT NAME(S) AND ADDRESS(ES) HERE
</TABLE>
Dated:
------------------------------------
- --------------------------------------------------------------------------------
4
<PAGE> 1
EXHIBIT 99(g)
GM LOGO
, 1997
Dear Stockholder:
A special purpose trust (the "Series D Trust") formed by General Motors
Corporation ("General Motors") is offering to exchange its 8.67% Trust
Originated Preferred Securities(SM) ("TOPrS(SM)"), Series D (the "Series D
Preferred Securities"), for up to 5,462,917 (i.e., approximately 90%) of General
Motors' depositary shares (the "Series D 7.92% Depositary Shares"), each
representing one-fourth of a share of General Motors' Series D 7.92% Preference
Stock. Similarly, a special purpose trust (the "Series G Trust") formed by
General Motors is offering to exchange its 9.87% Trust Originated Preferred
Securities ("TOPrS(SM)"), Series G (the "Series G Preferred Securities"), for up
to 9,071,910 (i.e., approximately 90%) of General Motors' depositary shares (the
"Series G 9.12% Depositary Shares"), each representing one-fourth of a share of
General Motors' Series G 9.12% Preference Stock. Such exchanges are to be made
on the basis of one Series D Preferred Security for one Series D 7.92%
Depositary Share, and one Series G Preferred Security for one Series G 9.12%
Depositary Share.
Enclosed for your consideration are a Prospectus dated June , 1997 (as
amended or supplemented, the "Prospectus") and a Letter of Transmittal relating
to each Offer to which your Depositary Shares (as defined in the Prospectus) are
subject (the Letter of Transmittal relating to the Series D 7.92% Depositary
Shares, together with the Prospectus, constitutes the "Series D Offer" and the
Letter of Transmittal relating to the Series G 9.12% Depositary Shares, together
with the Prospectus, constitutes the "Series G Offer"). These enclosures contain
detailed information concerning the Offers, including the terms and conditions
of the Offers, the purpose of the Offers and the procedures for tendering
Depositary Shares in exchange for Preferred Securities pursuant to either or
both of the Offers. These enclosures also contain detailed information relating
to certain tax consequences of exchanging Depositary Shares for Preferred
Securities pursuant to either or both of the Offers. Please read the enclosed
information carefully before deciding whether or not you wish to tender your
Depositary Shares for exchange in the applicable Offer(s).
In reviewing the enclosed material, please bear in mind the following:
- Each of the Offers and the related withdrawal rights will expire at
12:00 Midnight, Eastern time, on Wednesday, July 2, 1997, unless either
or both is extended. The First National Bank of Boston, as exchange
agent for each of the Offers (the "Exchange Agent"), must receive the
certificates representing your Depositary Shares and the related
Letter(s) of Transmittal (or the related Notice(s) of Guaranteed
Delivery, if applicable) by that time. THERE IS A SEPARATE LETTER OF
TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY FOR EACH OFFER.
- The exchange of Depositary Shares for Preferred Securities pursuant to
either of the Offers is a taxable transaction under present United
States federal income tax laws. In addition, your ownership and
disposition of Preferred Securities may have different tax consequences
than your ownership and disposition of Depositary Shares. You should
consult your own tax advisor regarding the tax consequences to you of
the exchange and the ownership and disposition of Preferred Securities,
including the application and effect of United States federal, state,
local and, where applicable, foreign tax laws.
- Consummation of each of the Offers is conditioned on, among other
things, tenders by a sufficient number of holders of Depositary Shares
subject to each Offer such that there be at least 400 record or
beneficial holders of at least 1,000,000 Preferred Securities of the
series to be issued in exchange
- ---------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
for the Depositary Shares tendered in such Offer, which condition may
not be waived with respect to either Offer.
- Consummation of each Offer is also conditioned on there not having
been tenders by a number of holders of the Depositary Shares of the
applicable series such that General Motors has determined that the
consummation of such Offer would have a reasonable likelihood of
producing, either directly or indirectly, (i) the related series of
Depositary Shares to be held of record by less than 300 persons (as
determined for purposes of Rule 13e-3 under the Securities Exchange Act
of 1934, as amended) or (ii) the related series of Depositary Shares to
cease to be listed on the New York Stock Exchange after the consummation
of such Offer, which condition may not be waived with respect to either
Offer.
Although the Board of Directors of General Motors (the "General Motors
Board") has authorized the Series D Offer and the Series G Offer, neither the
General Motors Board nor General Motors makes any recommendation as to whether
you should tender all or any of your Depositary Shares for exchange in either or
both of the Offers. The General Motors Board has made no determination as to the
fairness of the consideration to be received in either or both of the Offers.
You should make your own decision as to whether to tender Depositary Shares in
either or both of the Offers and, if so, how many Depositary Shares to tender.
The Offers make good economic sense for General Motors. The purpose of the
Offers is to refinance the Depositary Shares with the Preferred Securities to
restructure a portion of General Motors' outstanding equity while achieving
competitive financing and certain tax efficiencies. The refinancings effected
pursuant to the Offers will permit General Motors to deduct interest payable to
the Trusts for United States federal income tax purposes.
I encourage you to read the enclosed materials carefully. If, after
reviewing the information set forth in the Prospectus and related Letter(s) of
Transmittal, you wish to tender Depositary Shares, please either follow the
instructions contained in the Prospectus and applicable Letter of Transmittal or
contact your broker, dealer, commercial bank, trust company or other nominee to
effect the tender for you.
If you need additional information or assistance in connection with either
of the Offers, please contact the Information Agent, Georgeson & Company Inc.,
whose toll-free telephone number is (800) 223-2064.
Very truly yours,
John F. Smith, Jr.
John F. Smith, Jr.
Chairman of the Board, Chief Executive
Officer
and President
2
<PAGE> 1
EXHIBIT 99(h)
THE
SERIES D AND SERIES G
EXCHANGE OFFERS
QUESTIONS
&
ANSWERS
GM LOGO
<PAGE> 2
Questions and Answers
relating to
the Offer by General Motors Capital Trust D
to exchange its
8.67% Trust Originated
Preferred Securities(SM) ("TOPrS(SM)"), Series D
(the "Series D Preferred Securities"),
for up to 5,462,917 Depositary Shares
(the "Series D 7.92% Depositary Shares"),
each representing one-fourth of a share of
Series D 7.92% Preference Stock
(the "Series D 7.92% Preference Stock")
of General Motors Corporation ("General Motors")
and
the Offer by General Motors Capital Trust G
to exchange its
9.87% Trust Originated
Preferred Securities(SM) ("TOPrS(SM)"), Series G
(the "Series G Preferred Securities" and,
together with the Series D Preferred Securities,
the "Preferred Securities"),
for up to 9,071,910 Depositary Shares
(the "Series G 9.12% Depositary Shares" and,
together with the Series D 7.92% Depositary Shares,
the "Depositary Shares"),
each representing one-fourth of a share of
Series G 9.12% Preference Stock
(the "Series G 9.12% Preference Stock" and,
together with the Series D 7.92% Preference Stock,
the "Preference Stock")
of General Motors
THE OFFERS (AND THE RELATED
WITHDRAWAL RIGHTS) WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME,
ON WEDNESDAY, JULY 2, 1997,
- ------------------------- UNLESS EXTENDED.
(SM) "Trust Originated Preferred Securities" and
"TOPrS" are service marks of Merrill Lynch & Co.
Please note that the following information does not purport to be complete
and is subject in all respects to the provisions of, and is qualified in its
entirety by reference to the Prospectus dated June , 1997 (the "Prospectus")
and the accompanying Letter of Transmittal relating to the Series D 7.92%
Depositary Shares (which, together with the Prospectus, constitutes the "Series
D Offer") and/or the accompanying Letter of Transmittal relating to the Series G
9.12% Depositary Shares (which, together with the Prospectus, constitutes the
"Series G Offer" and, together with the Series D Offer, the "Offers"), as
applicable. Please refer to the Prospectus for details of the Offers and the
defined terms used herein.
Q: WHAT ARE THE TERMS OF THE OFFERS?
A: Series D. In the Series D Offer, the Series D Trust will exchange one Series
D Preferred Security for each Series D 7.92% Depositary Share validly
tendered and accepted for exchange, up to a maximum of 5,462,917 (i.e.,
approximately 90%) of the outstanding Series D 7.92% Depositary Shares not
owned by General Motors.
Series G. In the Series G Offer, the Series G Trust will exchange one
Series G Preferred Security for each Series G 9.12% Depositary Share
validly tendered and accepted for exchange, up to a maximum of 9,071,910
(i.e., approximately 90%) of the outstanding Series G 9.12% Depositary
Shares not owned by General Motors.
See "The Offers" in the Prospectus.
Q: WHAT ARE SERIES D PREFERRED SECURITIES AND SERIES G PREFERRED SECURITIES?
A: Series D. Series D Preferred Securities represent undivided beneficial
ownership interests in the Series D Trust's assets, which assets consist
solely of 8.67% Junior Subordinated Deferrable Interest Debentures, Series
D, due 2012 (the "Series D Junior Subordinated Debentures") issued by
General Motors to the Series D Trust. The Series D Preferred Securities pay
quarterly distributions corresponding to the interest rate and the payment
dates on the Series D Junior Subordinated Debentures.
Series G. Series G Preferred Securities represent undivided beneficial
ownership interests in the Series G Trust's assets, which assets consist
2
<PAGE> 3
solely of 9.87% Junior Subordinated Deferrable Interest Debentures, Series
G, due 2012 (the "Series G Junior Subordinated Debentures") issued by
General Motors to the Series G Trust. The Series G Preferred Securities pay
quarterly distributions corresponding to the interest rate and the payment
dates on the Series G Junior Subordinated Debentures.
See "Description of the Preferred Securities" and "Description of the
Junior Subordinated Debentures" in the Prospectus.
Q: WHAT IS THE PURPOSE OF THE OFFERS?
A: The principal purpose of the Offers is to refinance the Depositary Shares
with the Preferred Securities to restructure a portion of General Motors'
outstanding equity. This restructuring will achieve competitive financing
and certain tax efficiencies. The refinancings effected pursuant to the
Offers will permit General Motors to deduct interest payable on the Junior
Subordinated Debentures for United States federal income tax purposes (in
contrast to the dividends payable on the Depositary Shares, which are not
deductible).
Q: WILL THE PREFERRED SECURITIES BE LISTED ON THE NEW YORK STOCK EXCHANGE?
A: General Motors will apply to list the Series D Preferred Securities on the
New York Stock Exchange under the ticker symbol "GM Pr X" and to list the
Series G Preferred Securities on the New York Stock Exchange under the
ticker symbol "GM Pr Y."
Q: ARE THE PREFERRED SECURITIES RATED?
A: As of the date of the Prospectus, General Motors expects that the Series D
Preferred Securities and Series G Preferred Securities will receive the
same ratings by Moody's Investors Service and Standard & Poor's Ratings
Services as the corresponding series of Depositary Shares.
A rating of any class of securities does not constitute a recommendation to
buy, sell, or hold such securities, nor does it address the price of such
securities or the suitability of such securities to any investor. A rating
addresses the likelihood of the ultimate payment of distributions on
securities, but does not address the timing of such payments or any
prepayment or yield considerations. A rating is subject to revision or
withdrawal at any time by the applicable rating agency.
Q: HOW ARE THE JUNIOR SUBORDINATED DEBENTURES RANKED?
A: Although the obligations of General Motors under the Junior Subordinated
Debentures are unsecured and will be subordinated and junior to all Senior
Indebtedness and Other Financial Obligations of General Motors, they will
rank pari passu with General Motors' other general unsecured creditors and
will be senior to all capital stock of General Motors now or hereafter
issued by General Motors (including the Preference Stock underlying the
Depositary Shares).
Q: HOW ARE THE PREFERRED SECURITIES GUARANTEED?
A: Payments of distributions on the Series D and Series G Preferred Securities
and on liquidation or redemption are guaranteed on a subordinated basis by
General Motors, but only if and to the extent payments have been made on
the corresponding series of Junior Subordinated Debentures. See
"Description of the Preferred Securities Guarantees" in the Prospectus.
Q: ARE THE REDEMPTION PROVISIONS OF THE PREFERRED SECURITIES DIFFERENT FROM
THOSE OF THE DEPOSITARY SHARES?
A: The Preferred Securities contain optional redemption provisions generally
equivalent to the optional redemption provisions of the Depositary Shares
(i.e., the Series D Preferred Securities may be redeemed at face value on
and after August 1, 1999 and the Series G Preferred Securities may be
redeemed at face value on and after January 1, 2001). In contrast to the
Depositary Shares, the Preferred Securities may be redeemed at any time
upon the occurrence of a Tax Event (as defined in the Prospectus); any such
redemption occurring prior to the respective dates set forth in the
preceding sentence would be at a premium, as described in more detail in
the Prospectus. Finally, again in contrast to the Depositary Shares, the
Preferred Securities must be redeemed upon the maturity of the related
Junior Subordinated Debentures, which will occur not later than in the year
2012. The Depositary Shares do not have a stated maturity and are not
mandatorily redeemable.
3
<PAGE> 4
See "Risk Factors and Special Considerations Relating to the Offers,"
"Comparison of Preferred Securities and Depositary Shares," "Description of
the Preferred Securities," and "Description of the Junior Subordinated
Debentures" in the Prospectus.
DISTRIBUTION AND DIVIDEND MATTERS
Q: HOW DO THE DISTRIBUTION RATES ON THE PREFERRED SECURITIES COMPARE TO THE
DIVIDEND RATES ON THE DEPOSITARY SHARES?
A: Series D. The distribution rate on the Series D Preferred Securities is
8.67% per annum, while the dividend rate for Series D 7.92% Depositary
Shares is 7.92% per annum.
Series G. The distribution rate on the Series G Preferred Securities is
9.87% per annum, while the dividend rate for Series G 9.12% Depositary
Shares is 9.12% per annum.
Q: WILL DISTRIBUTIONS ON THE PREFERRED SECURITIES BE PAID ON THE SAME SCHEDULE
AS DIVIDENDS ON THE DEPOSITARY SHARES?
A: Yes, subject to General Motors' right to defer such distributions, as
explained below.
Q: A DIVIDEND WAS PAID ON THE DEPOSITARY SHARES ON MAY 1, 1997, AND THE NEXT
SCHEDULED DIVIDEND PAYMENT DATE ON THE DEPOSITARY SHARES IS AUGUST 1, 1997.
WILL TENDERING HOLDERS BE COMPENSATED FOR THE AMOUNT OF DIVIDENDS ON ANY
DEPOSITARY SHARES THAT ARE EXCHANGED IN THE OFFERS ACCRUED THROUGH THE DATE
OF EXCHANGE?
A: Yes.
Series D. If the Series D Offer is consummated, holders of Series D
Depositary Shares tendered for exchange pursuant to the Series D Offer who
hold Series D Preferred Securities on the applicable record date will be
entitled to a cash distribution on August 1, 1997 at the rate of 7.92% per
annum from April 1, 1997 through and including the Expiration Date of the
Series D Offer.
Series G. If the Series G Offer is consummated, holders of Series G
Depositary Shares tendered for exchange pursuant to the Series G Offer who
hold Series G Preferred Securities on the applicable record date will be
entitled to a cash distribution on August 1, 1997 at the rate of 9.12% per
annum from April 1, 1997 through and including the Expiration Date of the
Series G Offer.
See "Description of the Preferred Securities--Distributions" in the
Prospectus.
Q: EXPLAIN THE 20 QUARTER DISTRIBUTION DEFERRAL PROVISIONS OF THE PREFERRED
SECURITIES.
A: Quarterly interest payments on the Series D and/or Series G Junior
Subordinated Debentures may be deferred, at the option of General Motors,
for one or more periods of up to 20 consecutive quarters each (each, an
"Extension Period"), provided that any such Extension Period may not extend
beyond the applicable Stated Maturity. In the case of any such deferral,
distributions on the Preferred Securities of such Series will be similarly
deferred. In the event that General Motors exercises this right with
respect to either series of Junior Subordinated Debentures, General Motors
will not be permitted to, among other things, declare or pay dividends on
any of its capital stock (subject to certain exceptions), as described in
the Prospectus. See "Description of the Preferred
Securities--Distributions" in the Prospectus. In contrast, quarterly
dividend payments on the Depositary Shares are payable only if declared by
General Motor's Board of Directors, and thus such dividends may in effect
be deferred indefinitely. To date, General Motors has made each quarterly
dividend payment with respect to the Series D 7.92% and Series 9.12%
Depositary Shares on the respective scheduled payment dates. The Depositary
Shares have no maturity date.
Deferred distributions on Preferred Securities continue to accrue and, if
in arrears, are compounded quarterly, at a rate of 8.67% per annum in the
case of the Series D Preferred Securities and at a rate of 9.87% per annum
in the case of the Series G Preferred Securities. However, while dividends
on Depositary Shares continue to accrue if such dividends are suspended,
there is no such compounding feature. During such a deferral, the
applicable Trust will continue to accrue interest income (as original issue
discount) in respect of the applicable Junior Subordinated Debentures which
will be taxable to beneficial owners of the Preferred Securities of such
Trust. As a result, beneficial owners of such Preferred Securities during
such a deferral would be required
4
<PAGE> 5
to include their pro rata share of the interest in
their gross income, despite not having received such income in cash.
See "Risk Factors and Special Considerations Relating to the
Offers--Options to Extend Interest Payment Periods" and "Description of the
Preferred Securities--Distributions" in the Prospectus.
TAX ISSUES
Q: WILL THE EXCHANGE OF PREFERRED SECURITIES FOR DEPOSITARY SHARES CONSTITUTE A
TAXABLE EVENT?
A: Yes. General Motors recommends that each holder read the section entitled
"United States Federal Income Taxation" in the Prospectus and consult their
own tax advisor.
Q: WHAT WILL BE THE INITIAL TAX BASIS FOR THE PREFERRED SECURITIES?
A: The initial tax basis of Preferred Securities acquired in either of the
Offers generally will be equal to the fair market value of such Preferred
Securities on the Exchange Date of the applicable Offer. Thereafter,
adjusted tax basis will be determined as described in "United States
Federal Income Taxation" in the Prospectus.
Q: HOW WILL DISTRIBUTIONS ON PREFERRED SECURITIES BE REPORTED TO THE IRS?
A: Distributions on Preferred Securities will be reported on Forms 1099-INT.
Q: CORPORATE HOLDERS CAN CLAIM A DIVIDENDS RECEIVED DEDUCTION WITH RESPECT TO
DIVIDENDS RECEIVED ON DEPOSITARY SHARES. ARE DISTRIBUTIONS ON PREFERRED
SECURITIES ELIGIBLE FOR THAT DEDUCTION?
A: No.
PROCEDURES FOR EXCHANGING DEPOSITARY SHARES
Q: IF DEPOSITARY SHARES ARE REGISTERED IN MY NAME, HOW DO I PARTICIPATE IN THE
APPLICABLE OFFER(S)?
A: With respect to each Offer, as applicable, you should have received a package
consisting of this Question and Answer pamphlet and the following documents:
- Letter from John F. Smith, Jr., Chairman of the Board, Chief Executive
Officer and President of General Motors.
- Prospectus dated June , 1997.
- Letter of Transmittal relating to the applicable series of Depositary
Shares (printed on blue paper for the Series D Offer and green paper for
the Series G Offer) bearing a pre-printed label with your account name
and address.
- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
- Notice of Guaranteed Delivery relating to the applicable series of
Depositary Shares (printed on blue paper for the Series D Offer and green
paper for the Series G Offer).
- Return envelope addressed to The First National Bank of Boston, the
Exchange Agent in connection with the Offers.
If, after reviewing these materials carefully, you decide to participate in
either or both of the Offers, as applicable, please do the following:
- Complete the applicable Letter(s) of Transmittal:
- Read the instructions carefully.
- Complete all applicable sections.
- Sign the Letter(s) of Transmittal in the boxes entitled "Holder(s) of
Series Depositary Shares Sign Here" and "Substitute Form W-9" and, if
applicable, the box entitled "Certificate of Awaiting Taxpayer
Identification Number."
- Do not sign your certificate(s) representing the applicable Depositary
Shares.
- Send the applicable Letter(s) of Transmittal together with your
certificate(s) representing the applicable Depositary Shares to The First
National Bank of Boston, as Exchange Agent, at the address shown on the
Letter(s) of Transmittal. It is recommended that you use registered or
certified mail.
IF YOU HAVE ANY QUESTIONS, HAVE NOT RECEIVED THE APPLICABLE LETTER(S) OF
TRANSMITTAL OR OTHER DOCUMENTS PERTAINING TO THE APPLICABLE OFFER(S), OR
NEED OTHER ASSISTANCE IN COMPLETING THE APPLICABLE LETTER(S) OF
TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT: GEORGESON & COMPANY
INC., WALL STREET PLAZA, NEW YORK, NEW YORK 10005, (800) 223-2064 (TOLL
FREE); BANKS AND BROKERS CALL COLLECT (212) 440-9800.
A holder of record may also contact his or her broker to tender the
Depositary Shares owned by such holder on such holder's behalf. If you
cannot deliver your certificate(s) to the Exchange Agent before the
applicable Expiration Date, then you must arrange for your broker to
guarantee delivery of your Depositary Shares.
5
<PAGE> 6
See "The Offers--Procedures for Tendering"
in the Prospectus.
Q: IF MY DEPOSITARY SHARES ARE HELD BY A BROKER OR BANK FOR MY ACCOUNT, HOW DO
I PARTICIPATE IN THE APPLICABLE OFFER(S)?
A: With respect to each Offer, as applicable, if your Depositary Shares are
held by a broker or bank for your account, you should have received a
package from them as holder of record containing, along with this Question
and Answer pamphlet, the following:
- Letter from John F. Smith, Jr., Chairman of the Board, Chief Executive
Officer and President of General Motors.
- Prospectus dated June , 1997.
- Letter of Transmittal relating to the applicable series of Depositary
Shares, for your information only.
- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
- Notice of Guaranteed Delivery relating to the applicable series of
Depositary Shares, for your information only.
- Cover letter or notice from your broker or bank.
If you decide to participate in either or both Offers, as applicable, you
must contact your broker or bank to tender your Depositary Shares on your
behalf. See "The Offers--Procedures for Tendering--Special Procedure for
Beneficial Owners" in the Prospectus.
Q: ONCE I HAVE TENDERED MY DEPOSITARY SHARES, OR INSTRUCTED MY BROKER OR BANK
TO TENDER THEM ON MY BEHALF, MAY I WITHDRAW THEM FROM THE APPLICABLE
OFFER(S)?
A: Yes. Tenders of Depositary Shares may be withdrawn at any time prior to the
applicable Expiration Date(s) and, unless accepted for exchange by the
applicable Trust, may be withdrawn at any time after 40 business days from
the date of the Prospectus. See "The Offers--Withdrawal of Tenders" in the
Prospectus.
Q: WHEN DO THE OFFERS EXPIRE?
A: Each Offer expires at 12:00 midnight, Eastern time, on Wednesday, July 2,
1997, unless extended by the applicable Trust. Either Trust may also amend
or terminate its respective Offer as described in the Prospectus.
For additional details,
or if you have any questions,
please call the Information Agent:
GEORGESON & COMPANY INC. LOGO
(800) 223-2064
or
Banks and Brokers Call Collect:
(212) 440-9800
GM LOGO
6
<PAGE> 1
EXHIBIT 99(i)
This announcement is neither an offer to exchange or sell nor a solicitation of
an offer to exchange or buy any of these securities. Each of the Offers is made
only by the Prospectus and the applicable Letter of Transmittal and no Offer is
being made to, nor will tenders be accepted from or on behalf of, holders of the
securities in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities or blue sky laws of such jurisdiction.
In any jurisdiction where the securities or blue sky laws require an offer to be
made by a licensed broker or dealer, each Offer is being made on behalf of the
applicable Trust by Merrill Lynch & Co., Smith Barney Inc., Morgan Stanley & Co.
Incorporated, PaineWebber Incorporated, Prudential Securities Incorporated or
one or more other brokers or dealers which are licensed under the laws of such
jurisdiction.
NOTICE OF EXCHANGE OFFERS TO HOLDERS OF
GENERAL MOTORS CORPORATION
DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES D 7.92%
PREFERENCE STOCK
DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12%
PREFERENCE STOCK
General Motors Corporation, a Delaware corporation ("General Motors"), and
General Motors Capital Trust D, a Delaware statutory business trust (the "Series
D Trust"), are offering, upon the terms and subject to the conditions set forth
in a Prospectus dated June , 1997 (as amended or supplemented and including
all documents incorporated therein by reference, the "Prospectus") and the
Letter of Transmittal relating to the Series D 7.92% Depositary Shares (which,
together with the Prospectus, constitutes the "Series D Offer"), to exchange
8.67% Trust Originated Preferred Securities ("TOPrS(SM)"), Series D (the "Series
D Preferred Securities"), for up to 5,462,917 (i.e., approximately 90%) of the
outstanding depositary shares (the "Series D 7.92% Depositary Shares"), each
representing one-fourth of a share of General Motors' Series D 7.92% Preference
Stock, $0.10 par value per share, not owned by General Motors.
General Motors and General Motors Capital Trust G, a Delaware statutory
business trust (the "Series G Trust"), are offering, upon the terms and subject
to the conditions set forth in the Prospectus and the accompanying Letter of
Transmittal relating to the Series G 9.12% Depositary Shares (which, together
with the Prospectus, constitutes the "Series G Offer"), to exchange 9.87% Trust
Originated Preferred Securities ("TOPrS(SM)"), Series G (the "Series G Preferred
Securities"), for up to 9,071,910 (i.e., approximately 90%) of the outstanding
depositary shares (the "Series G 9.12% Depositary Shares"), each representing
one-fourth of a share of General Motors' Series G 9.12% Preference Stock, $0.10
par value per share, not owned by General Motors.
The Series D Offer and the Series G Offer are each an "Offer" and together
constitute the "Offers." The Series D 7.92% Depositary Shares and the Series G
9.12% Depositary Shares together constitute the "Depositary Shares." Each of the
Series D Preferred Securities and the Series G Preferred Securities is a
"Preferred Security" and together constitute the "Preferred Securities."
Exchanges will be made on the basis of one Series D Preferred Security for
each Series D 7.92% Depositary Share validly tendered and accepted for exchange
in the Series D Offer and one Series G Preferred Security for each Series G
9.12% Depositary Share validly tendered and accepted for exchange in the Series
G Offer. If more than the maximum number of Depositary Shares of either series
is validly tendered and not withdrawn on or prior to the Expiration Date for the
applicable Offer, the applicable Trust will accept such related Depositary
Shares for exchange on a pro rata basis as described in the Prospectus. In
connection with the Offers, General Motors will deposit into the Series D Trust
as trust assets its 8.67% Junior Subordinated Deferrable Interest Debentures,
Series D, due 2012 (the "Series D Junior Subordinated Debentures") and General
Motors will deposit into the Series G Trust as trust assets its 9.87% Junior
Subordinated Deferrable Interest Debentures, Series G, due 2012 (the "Series G
Junior Subordinated Debentures"), in each case as set forth in the Prospectus.
<PAGE> 2
EACH OF THE OFFERS (AND THE RELATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EITHER OR BOTH OF THE
OFFERS IS EXTENDED.
None of General Motors, the Board of Directors of General Motors, the
Trustees of the Series D Trust, the Series D Trust, the Trustees of the Series G
Trust or the Series G Trust makes any recommendation to holders of Depositary
Shares as to whether to tender or refrain from tendering in either or both of
the Offers. Holders of Depositary Shares are urged to contact their financial
and tax advisors in making their decision on what action to take in light of
their own particular circumstances. The Board of Directors of General Motors has
made no determination as to the fairness of the consideration to be received in
either or both of the Offers.
Upon the terms and subject to the conditions of the Series D Offer, the
Series D Trust will accept for exchange up to 5,462,917 (i.e., approximately
90%) of the outstanding Series D 7.92% Depositary Shares validly tendered and
not withdrawn prior to 12:00 midnight, Eastern time, on Wednesday, July 2, 1997,
or if the Series D Offer is extended by the Series D Trust, in its sole
discretion, the latest date and time to which the Series D Offer has been
extended (the "Series D Expiration Date"). Tenders of Series D 7.92% Depositary
Shares pursuant to the Series D Offer may be withdrawn at any time prior to the
Series D Expiration Date and, unless accepted for exchange by the Series D
Trust, may be withdrawn at any time after 40 business days after the date of the
Prospectus.
Upon the terms and subject to the conditions of the Series G Offer, the
Series G Trust will accept for exchange up to 9,071,910 (i.e., approximately
90%) of the outstanding Series G 9.12% Depositary Shares validly tendered and
not withdrawn prior to 12:00 midnight, Eastern time, on Wednesday, July 2, 1997,
or if the Series G Offer is extended by the Series G Trust, in its sole
discretion, the latest date and time to which the Series G Offer has been
extended (the "Series G Expiration Date"). Tenders of Series G 9.12% Depositary
Shares pursuant to the Series G Offer may be withdrawn at any time prior to the
Series G Expiration Date and, unless accepted for exchange by the Series G
Trust, may be withdrawn at any time after 40 business days after the date of the
Prospectus. The Series D Expiration Date and the Series G Expiration Date are
each an "Expiration Date" and together constitute the "Expiration Dates."
EACH OFFER IS INDEPENDENT FROM THE OTHER OFFER. FURTHERMORE, EACH OFFER IS
SUBJECT TO CERTAIN CONDITIONS, AS DESCRIBED HEREIN AND IN THE PROSPECTUS.
Consummation of each Offer is conditioned on, among other things, tenders
by a sufficient number of holders of Depositary Shares subject to each Offer
such that, as of the applicable Expiration Date, there shall be at least 400
record or beneficial owners of at least 1,000,000 Preferred Securities of the
series to be issued in exchange for the Depositary Shares tendered in such Offer
(with respect to each Offer, the "Minimum Distribution Condition"), which
condition may not be waived with respect to either Offer.
Consummation of each Offer is also conditioned on there not having been
tenders by a number of holders of the Depositary Shares of the applicable series
such that General Motors has determined that the consummation of such Offer
would have a reasonable likelihood of producing, either directly or indirectly,
(i) the related series of Depositary Shares to be held of record by less than
300 persons (as determined for purposes of Rule 13e-3 under the Securities
Exchange Act of 1934, as amended) or (ii) the related series of Depositary
Shares to cease to be listed on the New York Stock Exchange after the
consummation of such Offer (with respect to each Offer, the "Minimum Holders
Condition"), which condition may not be waived with respect to either Offer.
Each of the Trusts expressly reserves the right with respect to its Offer,
in its sole discretion, subject to applicable law, to (i) terminate its Offer,
not accept for exchange the Depositary Shares tendered in its Offer and promptly
return such Depositary Shares upon the failure of any condition specified above
or in "The Offers -- Conditions to the Offers" in the Prospectus, (ii) waive any
condition to its Offer (other than the Minimum Distribution Condition and the
Minimum Holders Condition) and accept all Depositary Shares previously tendered
pursuant to its Offer, (iii) extend the Expiration Date of its Offer and retain
all Depositary Shares tendered pursuant to its Offer until such Expiration Date,
subject, however, to all withdrawal rights of holders tendering Depositary
Shares in its Offer (see "The Offers -- Withdrawal of Tenders" in the
Prospectus), (iv) amend the terms of its Offer, (v) modify the form of the
consideration to be paid pursuant to its Offer or (vi) not accept for exchange
the Depositary Shares tendered in its Offer at any time on or prior to the
Expiration Date for its Offer, for any reason. Any amendment applicable to an
Offer will apply to all Depositary Shares tendered pursuant to such Offer. The
minimum period during which an Offer must remain
<PAGE> 3
open following material changes in the terms of such Offer or the information
concerning such Offer, other than a change in the percentage of securities
sought or the price, depends upon the facts and circumstances, including the
relative materiality of such terms or information. See "The Offers -- Expiration
Dates; Extensions; Amendments; Termination" in the Prospectus.
The purpose of the Offers is to refinance the Depositary Shares with the
Preferred Securities in order to restructure a portion of General Motors'
outstanding equity while achieving certain tax efficiencies.
The Prospectus and applicable Letter of Transmittal contain important
information which should be read before any action is taken by holders of
Depositary Shares with respect to either or both of the Offers. Tenders may be
made only by a properly completed and executed Letter of Transmittal relating to
the applicable series of Depositary Shares and in conformance with the terms
thereof and as set forth in the Prospectus. The information contained in the
Prospectus, the Letters of Transmittal and the other offering documents is
hereby incorporated in this Notice by reference.
General Motors will pay to Soliciting Dealers (as defined in the
Prospectus) designated by the record or beneficial owner, as appropriate, of
Depositary Shares validly tendered and accepted pursuant to the Offers a
solicitation fee of $0.50 per Depositary Share (except that in the case of
transactions equal to or exceeding 10,000 Depositary Shares of either series,
General Motors will pay $0.25 per Depositary Share), in each case subject to
certain conditions. Soliciting Dealers are not entitled to a solicitation fee
for any Depositary Shares beneficially owned by such Soliciting Dealer.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Prospectus and is incorporated herein by
reference.
The Prospectus and the applicable Letter of Transmittal are first being
sent to holders of Depositary Shares on June , 1997, and are being furnished
to brokers, dealers, banks and similar persons whose names, or names of whose
nominees, appear on the lists of holders of the Depositary Shares or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Depositary
Shares.
Any questions or requests for assistance may be directed to the Information
Agent and the Dealer Managers at the addresses and telephone numbers set forth
below. Requests for copies of the Prospectus, the Letters of Transmittal or the
Notices of Guaranteed Delivery may be directed to the Information Agent and
copies will be forwarded promptly at General Motors' expense. Stockholders may
also contact their broker, dealer, commercial bank or trust company for
assistance concerning the Offers.
THE INFORMATION AGENT FOR THE OFFERS IS:
[GEORGESON COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
or
All Others Call Toll-Free: (800) 223-2064
THE DEALER MANAGERS FOR THE OFFERS ARE:
<TABLE>
<C> <C>
MERRILL LYNCH & CO. SMITH BARNEY INC.
World Financial Center, North Tower-Seventh 388 Greenwich Street
Floor New York, New York 10013
New York, New York 10281 (800) 655-4811 (Toll-Free)
(888) ML4-TNDR (Toll-Free) Attn: Paul S. Galant
(888) 654-8637 (Toll-Free)
Attn: Susan L. Weinberg
MORGAN STANLEY DEAN WITTER PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED
1585 Broadway, Second Floor 1285 Avenue of the Americas One New York Plaza
New York, New York 10036 New York, New York 10019 New York, New York 10292
(800) 624-1808 (Toll-Free) (800) 324-0210 (Toll-Free) (888) 778-2241 (Toll-Free)
Attention: Steve Sahara Attention: David G. Zahka Attention: Ryan Donovan
</TABLE>
June , 1997
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 1
EXHIBIT 99(j)
SUMMARY INSTRUCTIONS FOR PARTICIPATION IN EXCHANGE OFFER(S)
(1) CHECK CONTENTS OF PACKAGE: Before proceeding, please ensure that this
package contains the following materials:
- Letter from John F. Smith, Jr., Chairman of the Board, Chief Executive
Officer and President of General Motors Corporation.
- Prospectus dated June , 1997.
- Letter of Transmittal relating to the applicable series of Depositary
Shares (printed on blue paper for the Series D Offer and green paper for
the Series G Offer) bearing a pre-printed label with your account number
and address (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).
- Notice of Guaranteed Delivery relating to the applicable series of
Depositary Shares (printed on blue paper for the Series D Offer and green
paper for the Series G Offer).
- Question and Answer Pamphlet.
- Return envelope addressed to The First National Bank of Boston, the
Exchange Agent for both of the Offers.
(2) REVIEW MATERIALS CAREFULLY BEFORE DECIDING TO PARTICIPATE: Please
review all enclosed materials carefully before deciding to participate in either
or both of the Offers. If your Depositary Shares are held by a broker or bank
for your account and you decide to participate, you must contact your broker or
bank and instruct them to tender your Depositary Shares on your behalf. (If you
have so instructed your bank or broker, you do not need to proceed with
instructions #3 and #4 below). If your Depositary Shares are registered in your
name and you decide to participate, you must continue with instructions #3 and
#4 below.
(3) COMPLETE THE APPLICABLE LETTER(S) OF TRANSMITTAL: You must do the
following to complete the Letter of Transmittal (printed on blue paper for the
Series D Offer and green paper for the Series G Offer):
- Read the "Instructions," "Important Tax Information" and the body of the
transmittal letter on pages 3-8.
- Complete the box entitled "Description of Shares" (page 11).
- Complete, sign and date the box entitled "Holder(s) of Depositary Shares
Sign Here" (page 14).
- Complete, sign and date the "Substitute Form W-9" and, if applicable, the
box entitled "Certificate of Awaiting Taxpayer Identification Number"
(page 15).
- Some portions of the Letter of Transmittal should only be completed if
applicable:
- If you cannot deliver your certificate(s) to the Exchange Agent before
the applicable Expiration Date, a broker must guarantee delivery of your
Depositary Shares. The broker must complete the applicable portion of
page 11 and submit the separate document entitled "Notice of Guaranteed
Delivery."
- If your tender has been solicited by a Soliciting Dealer, the name of
the firm and the name of the individual broker or financial consultant
should be identified in the box entitled "Solicited Tenders" on page 12.
- If you would like the Preferred Securities (or, if applicable,
Depositary Shares) to be issued in the name of someone other than the
current holder or to be mailed to someone other than the current holder,
or to the current holder at an address other than that shown on the
current certificate, please complete the appropriate sections of page 13
(See Instructions #1, 4, 5, 6, and 7 on the Letter of Transmittal).
(4) MAIL UNSIGNED DEPOSITARY SHARE CERTIFICATES AND SIGNED LETTER(S) OF
TRANSMITTAL TO THE EXCHANGE AGENT: Send the applicable Letter(s) of Transmittal
together with your certificate(s) representing Depositary Shares to The First
National Bank of Boston, as Exchange Agent, at the address shown on the
Letter(s) of Transmittal. Use of registered or certified mail is recommended.
(Eligible institutions may tender by book-entry transfer -- please see page 11
of the Letter of Transmittal).
IF YOU HAVE ANY QUESTIONS, HAVE NOT RECEIVED THE APPLICABLE LETTER(S) OF
TRANSMITTAL OR OTHER DOCUMENTS PERTAINING TO THE APPLICABLE OFFER(S), OR NEED
OTHER ASSISTANCE IN COMPLETING THE APPLICABLE LETTER(S) OF TRANSMITTAL, PLEASE
CONTACT THE INFORMATION AGENT: GEORGESON & COMPANY INC., WALL STREET PLAZA, NEW
YORK, NEW YORK 10005, (800) 223-2064 (TOLL FREE); BANKS AND BROKERS CALL
COLLECT, (212) 440-9800.
