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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C> <C>
GENERAL MOTORS CORPORATION DELAWARE 38-0572515
GENERAL MOTORS CAPITAL TRUST D DELAWARE 38-6690680
GENERAL MOTORS CAPITAL TRUST G DELAWARE 38-6690679
(Exact Name of issuer as (State or other jurisdiction of (IRS Employer
specified in its charter) incorporation or organization) Identification Number)
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100 Renaissance Center, Detroit, Michigan 48243-7301; (313) 556-5000
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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8.67% Trust Originated Preferred Securities(SM) (TOPrS)(SM), NEW YORK STOCK EXCHANGE
Series D, of General Motors Capital Trust D
Preferred Securities Guarantee by General Motors Corporation NEW YORK STOCK EXCHANGE
relating to the 8.67% Trust Originated Preferred Securities(SM)
(TOPrS)(SM), Series D
9.87% Trust Originated Preferred Securities(SM) (TOPrS)(SM), NEW YORK STOCK EXCHANGE
Series G, of General Motors Capital Trust G
Preferred Securities Guarantee by General Motors Corporation NEW YORK STOCK EXCHANGE
relating to the 9.87% Trust Originated Preferred Securities(SM)
(TOPrS)(SM), Series G
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If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES
The information called for by this item is set forth under the captions
"Description of Preferred Securities," "Description of the Preferred
Securities Guarantees," "Description of the Junior Subordinated
Debentures" and "Relationship Among the Preferred Securities, the
Junior Subordinated Debentures and the Preferred Securities
Guarantees" in the Registration Statement on Form S-4 (Registration
No. 333-25221) of General Motors Corporation, General Motors Capital
Trust D and General Motors Capital Trust G as filed on April 15, 1997
and amended on April 24, May 21, May 29 and June 2, 1997 under the
Securities Act of 1933, as amended (as amended and supplemented, the
"Registration Statement"), which information is incorporated herein
by reference.
ITEM 2. EXHIBITS
1. Certificate of Trust of General Motors Capital Trust D
(incorporated by reference to Exhibit 4(a)(i) to the Registration
Statement).
2. Certificate of Trust of General Motors Capital Trust G
(incorporated by reference to Exhibit 4(a)(ii) to the Registration
Statement).
3. Declaration of Trust of General Motors Capital Trust D
(incorporated by reference to Exhibit 4(b)(i) to the Registration
Statement).
4. Declaration of Trust of General Motors Capital Trust G
(incorporated by reference to Exhibit 4(b)(ii) to the Registration
Statement).
5. Form of Amended and Restated Declaration of Trust to be used in
connection with the issuance of the 8.67% Trust Originated Preferred
Securities, Series D (the "Series D Preferred Securities")
(incorporated by reference to Exhibit 4(c)(i) to the Registration
Statement).
6. Form of Amended and Restated Declaration of Trust to be used in
connection with the issuance of the 9.87% Trust Originated Preferred
Securities, Series G (the "Series G Preferred Securities")
(incorporated by reference to Exhibit 4(c)(ii) to the Registration
Statement).
7. Form of the Series D Preferred Security (incorporated by reference
to Exhibit 4(e)(i) to the Registration Statement).
8. Form of the Series G Preferred Security (incorporated by reference
to Exhibit 4(e)(ii) to the Registration Statement).
9. Form of the Indenture between General Motors and Wilmington Trust
Company, as Trustee (incorporated by reference to Exhibit 4(d)(i) to
the Registration Statement).
10. Form of the Supplemental Indenture with respect to the Series D
Junior Subordinated Debentures between General Motors and Wilmington
Trust Company (incorporated by reference to Exhibit 4(d)(ii) to the
Registration Statement).
11. Form of the Supplemental Indenture with respect to the Series G
Junior Subordinated Debentures between General Motors and Wilmington
Trust Company (incorporated by reference to Exhibit 4(d)(iii) to the
Registration Statement).
12. Form of the Series D Junior Subordinated Debenture (incorporated
by reference to Exhibit 4(f)(i) to the Registration Statement).
13. Form of the Series G Junior Subordinated Debenture (incorporated
by reference to Exhibit 4(f)(ii) to the Registration Statement).
14. Form of Preferred Securities Guarantee relating to Series D
Preferred Securities (incorporated by reference to Exhibit 4(g)(i) to
the Registration Statement).
15. Form of Preferred Securities Guarantee relating to Series G
Preferred Securities (incorporated by reference to Exhibit 4(g)(ii) to
the Registration Statement).
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrants have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
GENERAL MOTORS CAPITAL TRUST D
By /s/ John D. Finnegan
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John D. Finnegan,
Regular Trustee
GENERAL MOTORS CAPITAL TRUST G
By /s/ John D. Finnegan
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John D. Finnegan,
Regular Trustee
GENERAL MOTORS CORPORATION
By /s/ John D. Finnegan
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John D. Finnegan
Vice President and
Treasurer
Date: June 5, 1997
