PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 1998)
(Y)50,000,000,000
GENERAL MOTORS CORPORATION
1.25% NOTES DUE DECEMBER 20, 2004
--------------------
The notes will mature on December 20, 2004. Interest will accrue from November
22, 1999 at the rate of 1.25% per year payable semi-annually in arrears on June
20 and December 20 of each year, the first such payment to be made on June 20,
2000 in respect of the period from November 22, 1999 to June 20, 2000. The notes
will not be redeemable prior to maturity unless certain events occur involving
United States taxation.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
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<TABLE>
<CAPTION>
<S> <C> <C>
PER NOTE TOTAL
Public offering price (1) .................................... 99.72% (Y)49,860,000,000
Underwriting discount......................................... 0.325% (Y)162,500,000
Proceeds, before expenses, to General Motors Corporation...... 99.395% (Y)49,697,500,000
(1)...Plus accrued interest, if any, from November 22, 1999
</TABLE>
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery on or about November 22, 1999 only through
The Depository Trust Company, the Euroclear System or Cedelbank.
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BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO.
DAIWA SBCM EUROPE IBJ INTERNATIONAL PLC
J.P. MORGAN SECURITIES LTD. NIKKO SALOMONSMITHBARNEY EUROPE
TOKYO-MITSUBISHI INTERNATIONAL PLC
The activities of the underwriters of the notes are being jointly led by
Bear, Stearns & Co. Inc. and Merrill Lynch International.
-----------
The date of this prospectus supplement is November 12, 1999.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
Incorporation of Certain Documents by Reference......................... S-3
Recent Developments..................................................... S-4
Directors of GM......................................................... S-4
Ratio of Earnings to Fixed Charges...................................... S-5
Consolidated Capitalization of GM....................................... S-5
Selected Consolidated Financial Data.................................... S-6
Use of Proceeds......................................................... S-7
Foreign Exchange Risks.................................................. S-7
Description of Notes.................................................... S-8
United States Federal Taxation.......................................... S-15
Underwriting............................................................ S-20
General Information..................................................... S-23
Legal Opinions.......................................................... S-23
PROSPECTUS
PAGE
Available Information .................................................. 3
Incorporation of Certain Documents by Reference ........................ 4
General Motors Corporation.............................................. 5
Use of Proceeds......................................................... 5
Ratio of Earnings to Fixed Charges...................................... 6
Description of Debt Securities.......................................... 6
Description of Warrants................................................. 18
Plan of Distribution.................................................... 19
Experts................................................................. 21
Legal Opinions.......................................................... 21
Unless the context indicates otherwise, the words "GM", "we", "our",
"ours" and "us" refer to General Motors Corporation.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
different information or to make any additional representations. We are not, and
the underwriters are not, making an offer of any securities other than the
notes. This prospectus supplement is part of and must be read in conjunction
with the accompanying prospectus dated August 19, 1998. You should not assume
that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as the information incorporated by reference,
is accurate as of any date other than the date on the front cover of this
prospectus supplement.
<PAGE>
The distribution of this prospectus supplement and the prospectus and the
offering of the notes may be restricted in certain jurisdictions. You should
inform yourself about and observe any such restrictions. This prospectus
supplement and the prospectus do not constitute, and may not be used in
connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation.
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We accept full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and, having made all reasonable inquiries, confirm that
to the best of our knowledge and belief there are no other facts the omission of
which would make any statement contained in this prospectus supplement and the
accompanying prospectus misleading.
Unless otherwise specified or the context otherwise requires, references
in this prospectus supplement and accompanying prospectus to "dollars", "$" and
"U.S.$" are to United States dollars. Unless otherwise specified or the context
otherwise requires, references in this prospectus supplement and accompanying
prospectus to "Yen" and "(Y)" are to Japanese Yen.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them, which means that we can disclose important information to you by referring
you to those documents, including our annual, quarterly and current reports,
that are considered part of this prospectus supplement and accompanying
prospectus. Information that we file later with the SEC will automatically
update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC. These documents contain important information
about General Motors Corporation and its finances.
SEC FILINGS PERIOD
Annual Report on Form 10-K............. Year ended December 31,1998, updated by
GM's Current Reports on Form 8-K dated
April 12, 1999
Quarterly Reports on Form 10-Q......... Quarters ended March 31, 1999, June 30,
1999 and September 30, 1999
Current Reports on Form 8-K............ Dated January 14, 1999, January 20,
1999, January 22, 1999 (2), January 27,
1999, April 5, 1999, April 9, 1999,
April 12, 1999 (3), April 14, 1999,
April 28, 1999, May 12, 1999, May 25,
1999, May 28, 1999, June 21, 1999, June
24, 1999, July 9, 1999, July 19, 1999,
October 4, 1999 and October 13, 1999
<PAGE>
You may, at no cost, request a copy of the documents incorporated by
reference in this prospectus, except exhibits to such prospectus, by writing or
telephoning us at the following address and telephone number:
General Motors Corporation
100 Renaissance Center
Mail Code 482-000-FC1
Detroit, Michigan 48243-7301
Tel: (313) 667-1500
This prospectus supplement and accompanying prospectus, together with the
documents incorporated by reference, will be available free of charge at the
office of Banque Generale du Luxembourg S.A., 50 Avenue J. F. Kennedy, L-2951,
Luxembourg.
RECENT DEVELOPMENTS
GM reported 1999 third quarter net income from continuing operations of $877
million, up from a strike-impacted net loss of $309 million in the third quarter
of 1998.
DIRECTORS OF GM
Percy N. Barnevik, Chairman, ABB Asea Brown Boveri Ltd.; John H. Bryan,
Chairman and Chief Executive Officer, Sara Lee Corporation; Thomas E. Everhart,
President Emeritus and Professor of Electrical Engineering and Applied Physics,
California Institute of Technology; Charles T. Fisher III, Retired Chairman and
President of NBD Bancorp, Inc. and its subsidiary NBD Bank, N.A.; George M. C.
Fisher, Chairman and Chief Executive Officer, Eastman Kodak Company; Nobuyuki
Idei, President and Chief Executive Officer, Sony Corporation; Karen Katen,
President of the Pfizer U.S. Pharmaceuticals Group, the principal operating
division of Pfizer, Inc.; J. Willard Marriott, Jr., Chairman and Chief Executive
Officer, Marriott International, Inc.; Ann D. McLaughlin, Chairman, The Aspen
Institute; Harry J. Pearce, Vice Chairman; Eckhard Pfeiffer, Chairman, Intershop
Communication Inc.; John G. Smale, Chairman of the Executive Committee; John F.
Smith, Jr., Chairman and Chief Executive Officer; Louis W. Sullivan, President,
Morehouse School of Medicine; G. Richard Wagoner, Jr., President and Chief
Operating Officer; Dennis Weatherstone, Retired Chairman of J. P. Morgan & Co.,
Incorporated and its subsidiary Morgan Guaranty Trust Company of New York.
The business address of each Director and the location of GM's principal
executive offices is 100 Renaissance Center, Detroit, Michigan 48226, United
States.
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1999 1998 1998 1997
---- ---- ---- ----
2.24 1.42 1.71 2.16
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by the
fixed charges. Amounts exclude the discontinued operations of Delphi Automotive
Systems Corporation.
See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus
for additional information.
CONSOLIDATED CAPITALIZATION OF GM
(UNAUDITED)
(IN MILLIONS OF DOLLARS)
Nine Months Ended
SEPTEMBER 30, 1999
Total debt (1) $123,904
Minority interests 635
General Motors - obligated mandatorily redeemable preferred securities
of subsidiary trusts holding solely junior subordinated debentures of
General Motors
Series D 79
Series G 140
STOCKHOLDERS' EQUITY (2):
Preference stocks $ -
GM common stock
$1-2/3 par value common stock 1,071
Class H common stock 14
Capital surplus (principally additional paid-in capital) 15,282
Retained earnings 5,573
Subtotal 21,940
Accumulated foreign currency translation adjustments (1,969)
Net unrealized gains on securities 631
Minimum pension liability adjustment (4,027)
------
Total stockholders' equity 16,575
TOTAL CAPITALIZATION $141,333
There has been no material change in the consolidated capitalization of GM since
September 30, 1999.
- -------------------------
(1) Calculated as the sum of Loans payable and Long-term debt for Automotive,
Electronics and Other Operations plus Debt for Financing and Insurance
Operations.
(2) As of September 30, 1999, all issued capital has been fully paid. As of
September 30, 1999, there were issued 642,050,210 shares of GM $1-2/3 par
value common stock, of which 640,208,136 shares were outstanding; and there
were issued 135,195,966 shares of GM Class H common stock $0.10 par value,
of which 135,137,857 shares were outstanding.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth our selected financial data derived from
the audited consolidated financial statements for the two years ended December
31, 1998 and 1997 and from unaudited financial statements for the nine months
ended September 30, 1999 and 1998. We do not publish non-consolidated financial
statements. We believe that all adjustments necessary for the fair presentation
thereof have been made to the unaudited financial data. The results for the
interim period ended September 30, 1999 are not necessarily indicative of the
results for the full year. The following information should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in the accompanying prospectus. See "Incorporation of
Certain Documents by Reference" in the accompanying prospectus.
GM SUMMARY CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Nine Months Ended Years Ended
SEPTEMBER 30, DECEMBER 31,
<S> <C> <C> <C> <C>
1999 1998 1998 1997
---- ---- ---- ----
(Dollars in Millions Except Per Share Amounts)
STATEMENT OF OPERATIONS DATA: (1)
Total net sales and revenues $130,296 $110,821 $155,445 $172,580
Income from continuing operations 4,431 1,365 3,049 6,483
Income (loss) from discontinued operations 426 (181) (93) 215
------- -------- -------- --------
Net income $4,857 $1,184 $2,956 $6,698
----- ----- ----- -----
$1-2/3 PAR VALUE COMMON STOCK
Basic earnings per share from continuing
operations $6.79 $1.92 $4.40 $8.52
Basic earnings (losses) per share from
discontinued operations 0.66 (0.27) (0.14) 0.18
Diluted earnings per share from continuing operations 6.67 1.87 4.32 8.45
Diluted earnings (losses) per share from discontinued
operations 0.65 (0.27) (0.14) 0.17
Cash dividends declared per share 1.50 1.50 2.00 2.00
GMCLASS H COMMON STOCK SUBSEQUENT TO THE HUGHES TRANSACTIONS (2) Basic (losses)
earnings per share attributable to Class H
common stock (0.17) 0.38 0.68 0.02
Diluted (losses) earnings per share attributable to Class H
common stock (0.17) 0.38 0.68 0.02
- ------------------------
(1) Certain amounts for 1997 have been reclassified to conform with 1998
classifications. Certain amounts for 1998 have been reclassified to conform
with 1999 classifications.
(2) Amounts present the earnings attributable to GM Class H common stock
subsequent to its recapitalization on December 17, 1997, related to Hughes,
consisting principally of its direct-to-home broadcast, satellite services,
satellite systems and network systems businesses.
</TABLE>
<PAGE>
<TABLE>
GM SUMMARY CONSOLIDATED FINANCIAL DATA (CONCLUDED)
Nine Months Ended Years Ended
SEPTEMBER 30, DECEMBER 31,
------------- ------------
<CAPTION>
<S> <C> <C> <C> <C>
1999 1998 1998 1997
---- ---- ---- ----
(Dollars in Millions Except Per Share
Amounts)
GM CLASS H COMMON STOCK PRIOR TO THE HUGHES TRANSACTIONS (3)
Basic earnings per share from continuing operations $- $- $- $2.30
Basic earnings per share from discontinued operations - - - 0.87
Diluted earnings per share from continuing operations - - - 2.30
Diluted earnings per share from discontinued operations - - - 0.87
Cash dividends declared per share - - - 1.00
BALANCE SHEET DATA: (1)
Total assets $261,942 $229,624 $246,345 $221,400
Total debt (4) 123,904 103,758 116,075 93,262
GM-obligated mandatorily redeemable preferred securities
of subsidiary trusts 219 221 220 222
Stockholders' equity 16,575 14,717 15,052 17,584
- -------------------------
</TABLE>
(1) Certain amounts for 1997 have been reclassified to conform with 1998
classifications. Certain amounts for 1998 have been reclassified to conform
with 1999 classifications.
(3) Amounts present the earnings attributable to GM Class H common stock prior
to its recapitalization on December 17, 1997, related to Hughes
Electronics, consisting principally of its defense electronics, automotive
electronics and telecommunications and space businesses.
(4) Calculated as the sum of Loans payable and Long-term debt for Automotive,
Electronics and Other Operations plus Debt for Financing and Insurance
Operations.
USE OF PROCEEDS
We will receive net proceeds before expenses of (Y)49,697,500,000. We
estimate that our expenses will be approximately $250,000. We will use the net
proceeds for general corporate purposes, including the repayment of existing
indebtedness.
FOREIGN EXCHANGE RISKS
An investment in the Notes, which are denominated in, and all payments in
respect of which are to be made in, a currency other than the currency of the
country in which the purchaser is resident or the currency in which the
purchaser conducts its business or activities (the "home currency"), entails
significant risks that are not associated with a similar investment in a
security denominated in the home currency. Such risks include, without
limitation, the possibility of significant changes in rates of exchange between
the home currency and the Japanese Yen and the possibility of the imposition or
modification of foreign exchange controls with respect to the Japanese Yen. Such
risks generally depend on economic and political events over which GM has no
control.
In recent years, rates of exchange for certain currencies have been highly
volatile and such volatility may be expected to continue in the future.
Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations in such rate that may occur
during the term of the Notes. Depreciation of the Japanese Yen against the
relevant home currency could result in a decrease in the effective yield of such
Note below its coupon rate and, in certain circumstances, could result in a loss
to the investor on a home currency basis.
The description of foreign currency risks does not describe all the risks
of an investment in securities denominated in a currency other than the home
currency. Prospective investors should consult their own financial and legal
advisors as to the risks involved in an investment in the Notes.
DESCRIPTION OF NOTES
GENERAL
The following description of the particular terms of the 1.25% Notes Due
December 20, 2004 (the "Notes") offered hereby supplements and, to the extent
that the terms are inconsistent, replaces, the description of the general terms
and provisions of the Debt Securities set forth in the accompanying prospectus.
The Notes are part of the Debt Securities registered with the United States
Securities and Exchange Commission by GM in August 1998 to be issued on terms to
be determined at the time of sale.
The Notes offered hereby will be issued in an aggregate principal amount of
(Y)50,000,000,000 pursuant to an Indenture dated as of December 7, 1995, between
GM and Citibank, N.A. (the "Trustee") which is more fully described in the
accompanying prospectus and the Notes have been authorized and approved by
resolution of the Borrowings Committee of our Board of Directors.
The Indenture and the Notes are governed by, and construed in accordance
with, the laws of the State of New York, United States.
The Notes will be redeemed at par on December 20, 2004. The Notes are not
redeemable by GM prior to maturity unless certain events occur involving U.S.
taxation. See "--Redemption for Tax Reasons." The Notes will bear interest from
November 22, 1999 at the rate of 1.25% per annum, payable in equal semi-annual
installments on June 20 and December 20 of each year, the first such payment to
be made on June 20, 2000 in respect of the period from November 22, 1999 to June
20, 2000, to the person in whose name the Notes are registered at the close of
business on the last day of the calendar month next preceding such June and
December (the "record date"). The amount of the first interest payment is
(Y)7,226 per (Y)1,000,000 of principal amount of Notes. Interest will be
calculated on an actual/365 basis.
Whenever it is necessary to compute any amount of accrued interest in
respect of the Notes for a period of less than one full year, other than with
respect to regular semi-annual interest payments, interest will be calculated on
the basis of the actual number of days in the period and a year of 365 days.
If either a date for payment of principal or interest on the Notes or the
maturity date of the Notes falls on a day that is not a Business Day, the
related payment of principal or interest will be made on the next succeeding
Business Day as if made on the date the payment was due. No interest will accrue
on any amounts payable for the period from and after the date for payment of
principal or interest on the Notes or the maturity date of the Notes. For these
purposes, "Business Day" means any day which is a day on which commercial banks
and foreign exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits) in: (a)
the relevant place of payment; and (b) The City of New York, Tokyo and London.
<PAGE>
A fiscal agency agreement dated as of November 22, 1999 (the "Fiscal Agency
Agreement") will be entered into in relation to the Notes between GM, Citibank,
N.A. as registrar (the "Registrar") and exchange agent (the "Exchange Agent")
and the other paying agents named therein (the "Paying Agents"). A copy of the
Fiscal Agency Agreement will be available for inspection at the office of Banque
Generale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951, Luxembourg.
In these terms, "Registrar", "Paying Agent" and "Exchange Agent" shall
include any successors appointed from time to time in accordance with the
provisions of the Fiscal Agency Agreement, and any reference to an "Agent" or
"Agents" shall mean any or all (as applicable) of such persons.
CURRENCY CONVERSIONS/PAYMENTS ON THE NOTES
Initial investors will be required to pay for the Notes in Japanese Yen.
The underwriters are prepared to arrange for the conversion of U.S. dollars into
Yen to facilitate payments for the Notes by U.S. purchasers. Each conversion
will be made by the underwriters on the terms and subject to the conditions,
limitations and charges as the underwriters may from time to time establish in
accordance with their regular foreign exchange practices, and subject to United
States laws and regulations. All costs of conversion will be borne by investors
of the Notes.
Principal and interest payments in respect of the Notes are payable by GM
in Japanese Yen, but holders of beneficial interests in Global Notes (as defined
below) held through DTC other than Euroclear and Cedelbank, will receive
payments in U.S. dollars unless they elect to receive payments in Japanese Yen.
If a holder through DTC has not made such an election, payments to the holder
will be converted to U.S. dollars by the Trustee (as defined above under
"Description of the Notes"). All costs of conversion will be borne by the holder
by deduction from the payments. The U.S. dollar amount of any payment in respect
of principal or interest received by a holder not electing payment in Japanese
Yen will be the amount of Japanese Yen otherwise payable exchanged into U.S.
dollars at the (Y)/U.S.$ rate of exchange prevailing as of 11:00 a.m. (New York
City time) on the day which is two Business Days (as defined above) prior to the
relevant payment date, less any costs incurred by the Trustee for such
conversion (to be shared pro rata among the holders of beneficial interests in
the Global Notes accepting U.S. dollar payments in the proportion of their
respective holdings), all in accordance with the Indenture (as defined above
under "Description of the Notes").
If an exchange rate bid quotation is not available, the Trustee will
obtain a bid quotation from a leading foreign exchange bank in The City of New
York selected by the Trustee for that purpose after consultation with GM. If no
bid quotation from a leading foreign exchange bank is available, payment will be
in Japanese Yen to the account or accounts specified by DTC to the Trustee.
Until the account or accounts are so specified, the funds held by the Trustee
will bear interest at the rate of interest quoted by the Trustee for deposits
with it on an overnight basis to the extent that the Trustee is reasonably able
to reinvest such funds.
The holder of a beneficial interest in the Global Notes held through a
participant of DTC (other than Euroclear or Cedelbank, the "DTC Participant")
may elect to receive payment or payments under a Global Note in Japanese Yen by
notifying the DTC Participant through which its Notes are held on or prior to
the applicable Record Date (as defined below) of (1) the investor's election to
receive all or a portion of the payment in Japanese Yen, and (2) wire transfer
instructions to a Japanese Yen account located in Japan. DTC must be notified of
an election and wire transfer instructions (1) on or prior to the third New York
Business Day (as defined below) after the Record Date for any payment of
interest, and (2) on or prior to the tenth New York Business Day after the
Record Date for any payment of principal. DTC will notify the Trustee of an
election and wire transfer instructions (1) on or prior to 5:00 p.m. New York
City time on the fifth New York Business Day afer the Record Date for any
payment of interest, and (2) on or prior to 5:00 p.m. New York City time on the
twelfth New York Business Day after the Record Date for any payment of
principal. If complete instructions are forwarded to DTC through DTC
Participants and by DTC to the Trustee on or prior to such dates, such investor
will receive payment in Japanese Yen outside DTC; otherwise, only U.S. dollar
payments will be made by the Trustee to DTC. All costs of conversion will be
borne by holders of beneficial interests in the Global Notes receiving U.S.
dollars by deduction from those payments.
The term "New York Business Day" means any day other than a Saturday or
Sunday or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.
Investors will be subject to foreign exchange risks as to payments of
principal and interest that may have important economic and tax consequences to
them. See "Foreign Exchange Risks" above.
As of November 12, 1999, the (Y)/U.S.$ rate of exchange was (Y)105.30/U.S.
$1
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be offered and sold in principal amounts of (Y)1,000,000
and integral multiples thereof. The Notes will be issued in the form of one or
more fully registered Global Notes (collectively, the "Global Notes") which will
be deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository" or "DTC") and registered in the name of Cede & Co., the
Depository's nominee. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global Notes through
either DTC or Cedelbank or Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System ("Euroclear") if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. Cedelbank and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Cedelbank's and Euroclear's names on the books of their respective depositaries.
Cedelbank's and Euroclear's depositaries will hold interests in customers'
securities accounts in the depositaries' names on the books of the Depository.
Citibank, N.A. will act as depositary for Cedelbank and The Chase Manhattan Bank
will act as depositary for Euroclear (in such capacities, the "U.S.
Depositaries"). Except as set forth below, the Global Notes may be transferred,
in whole and not in part, only to another nominee of the Depository or to a
successor of the Depository or its nominee.
Cedelbank has advised that it is incorporated under the laws of Luxembourg
as a professional depositary. Cedelbank holds securities for its participating
organizations ("Cedelbank Participants"). Cedelbank facilitates the clearance
and settlement of securities transactions between Cedelbank Participants through
electronic book-entry changes in accounts of Cedelbank Participants, eliminating
the need for physical movement of certificates. Cedelbank provides to Cedelbank
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Cedelbank interfaces with domestic markets in several
countries. As a professional depositary, Cedelbank is subject to regulation by
the Luxembourg Monetary Institute. Cedelbank Participants are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Indirect access to Cedelbank is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Cedelbank Participant, either directly
or indirectly.
Distributions, to the extent received by the U.S. Depositary for
Cedelbank, with respect to the Notes held beneficially through Cedelbank will be
credited to cash accounts of Cedelbank Participants in accordance with its rules
and procedures.
Euroclear has advised that it was created in 1968 to hold securities for
its participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, eliminating the need for physical movement of
certificates and eliminating any risk from lack of simultaneous transfers of
securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the underwriters.
Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either
directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions, to the extent received by the U.S. Depositary for
Euroclear, with respect to Notes held beneficially through Euroclear will be
credited to the cash accounts of Euroclear Participants in accordance with the
Terms and Conditions.
In the event definitive Notes are issued, we will appoint a paying agent
and transfer agent in Luxembourg (the "Luxembourg Paying and Transfer Agent").
Holders of definitive Notes will be able to receive payments and effect
transfers at the offices of the Luxembourg Paying and Transfer Agent.
Individual certificates in respect of Notes will not be issued in exchange
for the Global Notes, except in very limited circumstances. If Euroclear,
Cedelbank or DTC notifies us that it is unwilling or unable to continue as a
clearing system in connection with a Global Note or, in the case of DTC only,
DTC ceases to be a clearing agency registered under the Securities Exchange Act,
and in each case we do not appoint a successor clearing system within 90 days
after receiving such notice from Euroclear, Cedelbank or DTC or on becoming
aware that DTC is no longer so registered, we will issue or cause to be issued
individual certificates in registered form on registration of, transfer of or in
exchange for book-entry interests in the Notes represented by such Global Note
upon delivery of such Global Note for cancellation.
Title to book-entry interests in the Notes will pass by book-entry
registration of the transfer within the records of Euroclear, Cedelbank or DTC,
as the case may be, in accordance with their respective procedures. Book-entry
interests in the Notes may be transferred within Euroclear and within Cedelbank
and between Euroclear and Cedelbank in accordance with procedures established
for these purposes by Euroclear and Cedelbank. Book-entry interests in the Notes
may be transferred within DTC in accordance with procedures established for this
purpose by DTC. Transfers of book-entry interests in the Notes between Euroclear
and Cedelbank and DTC may be effected in accordance with procedures established
for this purpose by Euroclear, Cedelbank and DTC.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with Depository rules. Secondary market trading
between Cedelbank Participants and/or Euroclear Participants will occur in the
ordinary way in accordance with the applicable rules and operating procedures of
Cedelbank and Euroclear and will be settled using the procedures applicable to
conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Cedelbank or Euroclear Participants, on the other, will be effected in the
Depository in accordance with the Depository rules on behalf of the relevant
European international clearing system by its U.S. Depositary. However, a
cross-market transfer will require delivery of instructions to the relevant
European international clearing system, by the counterparty in such European
international clearing system, in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering or receiving Notes in the
Depository, and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to the Depository. Cedelbank
Participants and Euroclear Participants may not deliver instructions directly to
their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedelbank
or Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depository settlement date. Credits or any transactions of the
type described above settled during subsequent securities settlement processing
will be reported to the relevant Euroclear or Cedelbank Participants on the
business day that the processing occurs. Cash received in Cedelbank or Euroclear
as a result of sales of Notes by or through a Cedelbank Participant or a
Euroclear Participant to a DTC Participant will be received with value on the
Depository settlement date but will be available in the relevant Cedelbank or
Euroclear cash account only as of the business day following settlement in the
Depository.
Although the Depository, Cedelbank and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of Notes among
participants of the Depository, Cedelbank and Euroclear, they are under no
obligation to perform or continue to perform these procedures. The foregoing
procedures may be changed or discontinued at any time.
<PAGE>
REGISTRAR AND PAYING AGENT
Citibank N.A. has been appointed as Registrar. We may at any time vary or
terminate the appointment of the Registrar or any paying agent or approve any
change in the office through which they act, provided that there shall at all
times be a Registrar, and provided further that so long as the Notes are listed
on any Stock Exchange (and the rules of such Stock Exchange so require), we will
maintain a paying agent with offices in the city in which such Stock Exchange is
located.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the
registered holders of the Notes, create and issue further Notes ranking PARI
PASSU with the Notes in all respects, or in all respects except for the payment
of interest accruing prior to the issue date of such further Notes or except for
the first payment of interest following the issue date of such further Notes.
Such further Notes may be consolidated and form a single series with the Notes
and have the same term as to status, redemption or otherwise as the Notes.
PAYMENT OF ADDITIONAL AMOUNTS
We will pay to the holder of any Note who is a non-United States person
(as defined below) such additional amounts as may be necessary in order that
every net payment in respect of the principal, premium, if any, or interest, if
any, on such Note, after deduction or withholding by GM or any paying agent for
or on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in such Note to be then due and payable before any
such deduction or withholding for or on account of any such tax, assessment or
governmental charge. The foregoing obligation to pay such additional amounts
shall not apply to:
anytax, assessment or other governmental charge which would not have been so
imposed but for:
o the existence of any present or former connection between such holder
(or a fiduciary, settlor, beneficiary, member or shareholder of, or
holder of a power over, such holder, if such holder is an estate,
trust, partnership or corporation) and the United States, including,
without limitation, such holder (or such fiduciary, settlor,
beneficiary, member, shareholder of, or holder of a power) being or
having been a citizen or resident or treated as a resident thereof
or being or having been engaged in a trade or business therein or
being or having been present therein or having or having had a
permanent establishment therein,
o or such holder's present or former status as a personal holding company
or foreign personal holding company or controlled foreign corporation
for United States federal income tax purposes or corporation which
accumulates earnings to avoid United States federal income tax;
(b) any tax, assessment or other governmental charge which would not have
been so imposed but for the presentation by the holder of such Note for
payment on a date more than 10 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal property or
excise tax or any similar tax, assessment or governmental charge;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of principal of,
premium, if any, or interest, if any, on any Note;
(e) any tax, assessment or other governmental charge imposed on interest
received by a holder or beneficial owner of a Note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of GM entitled to vote within the meaning of Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed as a result of
the failure to comply with:
o certification, information, documentation, reporting or other
similar requirements concerning the nationality, residence, identity
or connection with the United States of the holder or beneficial
owner of the Note, if such compliance is required by statute, or by
regulation of the United States Treasury Department, as a
precondition to relief or exemption from such tax, assessment or
other governmental charge (including backup withholding) or
o any other certification, information, documentation, reporting or
other similar requirements under United States income tax laws or
regulations that would establish entitlement to otherwise applicable
relief or exemption from such tax, assessment or other governmental
charge;
(g) any tax, assessment or other governmental charge required to be withheld
by any paying agent from any payment of the principal of, premium, if any, or
interest, if any, on any Note, if such payment can be made without such
withholding by at least one other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor will such additional amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.
The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes--Redemption for Tax
Reasons", GM shall not be required to make any payment with respect to any tax,
assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.
As used under this heading "Payment of Additional Amounts" and under the
headings "Description of Notes--Redemption for Tax Reasons" and "United States
Federal Taxation - Tax Consequences to Non-United States Persons" the term
"United States" means the United States of America (including the States and the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction. "United States person" has the meaning set forth in
"United States Federal Taxation - Tax Consequences to United States Person" and
"non-United States person" has the meaning set forth in "United States Federal
Taxation - Tax Consequences to Non-United States Persons" below.
<PAGE>
REDEMPTION FOR TAX REASONS
If:
o as a result of any change in or amendment to the laws (including any
regulations or rulings promulgated thereunder) of the United States
or any political subdivision thereof or therein affecting taxation,
which becomes effective after the date of this prospectus supplement
or which proposal is made after such date,
o any change in the official application or interpretation of such
laws, including any official proposal for such a change, amendment
or change in the application or interpretation of such laws, which
change, amendment, application or interpretation is announced or
becomes effective after the date of this prospectus supplement or
which proposal is made after such date,
o as a result of any action taken by any taxing authority of the
United States which action is taken or becomes generally known after
the date of this Prospectus Supplement, or any commencement of a
proceeding in a court of competent jurisdiction in the United States
after such date, whether or not such action was taken or such
proceeding was brought with respect to GM,
there is, in such case, in the written opinion of independent legal counsel of
recognized standing to GM, a material increase in the probability that GM has or
may become obligated to pay Additional Amounts (as described above under
"Payment of Additional Amounts"), and GM in its business judgment, determines
that such obligation cannot be avoided by the use of reasonable measures
available to it, not including assignment of the Notes, the Notes may be
redeemed, as a whole but not in part, at GM's option at any time thereafter,
upon notice to the Trustee and the holders of the Notes in accordance with the
provisions of the Indenture at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed together with accrued interest thereon to the
date fixed for redemption.
NOTICES
Notices to holders of the Notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that
publication will be made in The City of New York in THE WALL STREET JOURNAL, in
London in the FINANCIAL TIMES, and in Luxembourg in the LUXEMBURGER WORT. Any
notice given pursuant to these provisions shall be deemed to have been given on
the date of publication or, if published more than once, on the date first
published.
UNITED STATES FEDERAL TAXATION
The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the Notes.
This summary provides general information only and is directed solely to
original holders purchasing Notes at the "issue price", that is, the first price
to the public at which a substantial amount of the Notes in an issue is sold
(excluding sales to bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or wholesalers). This
summary is based on the Internal Revenue Code of 1986, as amended to the date
hereof (the "Code"), existing administrative pronouncements and judicial
decisions, existing and proposed Treasury Regulations currently in effect, and
interpretations of the foregoing, changes to any of which subsequent to the date
of this prospectus supplement may affect the tax consequences described herein,
possibly with retroactive effect. This summary discusses only Notes held as
capital assets within the meaning of Section 1221 of the Code. This summary does
not discuss all of the tax consequences that may be relevant to a holder in
light of the holder's particular circumstances or to holders subject to special
rules, such as certain financial institutions, insurance companies, dealers in
securities, persons holding Notes in connection with a hedging transaction,
"straddle," conversion transaction or other integrated transaction or persons
who have ceased to be United States citizens or to be taxed as resident aliens
or United States persons whose functional currency (as defined in Section 985 of
the Code) is not the U.S. dollar. Persons considering the purchase of Notes
should consult their tax advisors with regard to the application of the United
States federal income and estate tax laws to their particular situations as well
as any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction.
TAX CONSEQUENCES TO UNITED STATES PERSONS
For purposes of the following discussion, "United States person" means a
beneficial owner of a Note that is for United States federal income tax
purposes:
o a citizen or resident of the United States,
o a corporation or other entity created or organized in or under the laws
of the United States or of any political subdivision thereof,
o an estate or trust the income of which is subject to United States
federal income taxation regardless of its source, or
o a trust if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust and (2) one or
more United States persons have the authority to control all
substantial decisions of the trust.
If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
PAYMENTS OF INTEREST
Interest on a Note will generally be taxable to a United States person as
ordinary interest income at the time it is accrued or is received in accordance
with the United States person's method of accounting for tax purposes.
A cash method United States person that elects to receive a payment of
interest on a Note in Japanese Yen (rather than U.S. dollars) will be required
to include in income the U.S. dollar value of the foreign currency payment
(determined on the date such payment is received) regardless of whether the
payment is in fact converted to U.S. dollars at that time, and such U.S. dollar
value will be the United States person's tax basis in the foreign currency.
A United States person that uses the accrual method of accounting will be
required to include in income the U.S. dollar value of the amount of interest
income that has accrued with respect to a Note during an accrual period. When
such a United States person actually receives a payment of interest with respect
to an accrual period, such person will recognize ordinary income or loss to the
extent of the difference between the U.S. dollar payment, or the U.S. dollar
value (determined on the date such payment is received) of the foreign currency
payment, and the U.S. dollar value of accrued interest income. United States
persons should consult their tax advisers with regard to the various methods for
translating interest income into U.S. dollars.
<PAGE>
SALE, EXCHANGE OR RETIREMENT OF THE NOTES
Upon the sale, exchange or retirement of a Note, a United States person
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the Note. For these purposes, the amount realized does not
include any amount attributable to interest on the Note that has not previously
been included in income, which will be includable as interest as described under
"Payments of Interest" above. A United States person's adjusted tax basis in a
Note generally will equal the cost of the Note to the United States person,
which will generally be the U.S. dollar value of the foreign currency amount
paid for such Note, determined on the date of purchase. A United States person
who purchases a Note with previously owned foreign currency will recognize
ordinary income or loss in an amount equal to the difference, if any, between
such United States person's tax basis in the foreign currency and the U.S.
dollar fair market value of the Note on the date of purchase.
In general, gain or loss realized on the sale, exchange or redemption of a
Note will be capital gain or loss. Prospective investors should consult their
tax advisors regarding the treatment of capital gains (which may be taxed at
lower rates than ordinary income for taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
Gain or loss realized upon the sale, exchange or retirement of a Note that
is attributable to fluctuations in currency exchange rates will be ordinary
income or loss, which will not be treated as interest income or expense. Such
foreign currency gain or loss will be recognized only to the extent of the total
gain or loss realized by a United States person on the sale, exchange or
retirement of the Note. Any gain or loss realized by a United States person in
excess of such foreign currency gain or loss will be capital gain or loss.
United States persons should consult their tax advisers with regard to the
calculation of the gain or loss attributable to fluctuations in exchange rates,
and the determination of the source of such gain or loss.
A United States person will have a tax basis in any foreign currency
received on the sale, exchange or retirement of a Note equal to the U.S. dollar
value of such foreign currency, determined at the time of such sale, exchange or
retirement. United States persons should consult their tax advisors with regard
to the rules for translating such foreign currency into U.S. dollars. Any gain
or loss realized by a United States person on a sale or other disposition of
foreign currency (including its exchange for U.S. dollars or its use to purchase
Notes) will be ordinary income or loss.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a Note, and to payments
of proceeds of the sale or redemption of a Note, to certain non-corporate United
States persons. GM, its agent, a broker, or any paying agent, as the case may
be, will be required to withhold from any payment a tax equal to 31 percent of
such payment if the United States person fails to furnish or certify his correct
taxpayer identification number to the payor in the manner required, fails to
certify that such United States person is not subject to backup withholding, or
otherwise fails to comply with the applicable requirements of the backup
withholding rules. Any amounts withheld under the backup withholding rules from
a payment to a United States person may be credited against that United States
person's United States federal income tax and may entitle that United States
person to a refund, provided that the required information is furnished to the
United States Internal Revenue Service.
<PAGE>
TAX CONSEQUENCES TO NON-UNITED STATES PERSONS
As used herein, the term "non-United States person" means an owner of a
Note that is, for United States federal income tax purposes:
o a nonresident alien individual,
o a foreign corporation,
o a nonresident alien fiduciary of a foreign estate or trust.
If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
INCOME AND WITHHOLDING TAX
Subject to the discussion of backup withholding below:
(a) payments of principal and interest on a Note that is beneficially owned
by a non-United States person will not be subject to United States
federal withholding tax; provided, that in the case of interest,
o (1) the beneficial owner does not actually or constructively own 10%
or more of the total combined voting power of all classes of stock
of GM entitled to vote, (2) the beneficial owner is not a controlled
foreign corporation that is related, directly or indirectly, to GM
through stock ownership, and (3) either (A) the beneficial owner of
the Note certifies (generally on an IRS Form W-8) to the person
otherwise required to withhold United States federal income tax from
such interest, under penalties of perjury, that it is not a United
States person 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 the Note certifies to
the person otherwise required to withhold United States federal
income tax from such interest, 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 the payor with a copy thereof;
o the beneficial owner is entitled to the benefits of an income tax
treaty under which the interest is exempt from United States
federal withholding tax and the beneficial owner of the Note or such
owner's agent provides an IRS Form 1001 claiming the exemption; or
o the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the
beneficial owner of the Note or such owner's agent provides an IRS
Form 4224;
provided that in each such case, the relevant certification or IRS Form
is delivered pursuant to applicable procedures and is properly
transmitted to the person otherwise required to withhold United States
federal income tax, and none of the persons receiving the relevant
certification or IRS Form has actual knowledge that the certification
or any statement on the IRS Form is false. After December 31, 2000, a
new IRS Form W-8 will replace current IRS Forms W-8, 1001 and 4224.
The new forms have been finalized and may now be used;
(b) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange or
other disposition of a Note unless the gain is effectively connected
with the beneficial owner's trade or business in the United States or,
in the case of an individual, the holder is present in the United
States for 183 days or more in the taxable year in which the sale,
exchange or other disposition occurs and certain other conditions are
met; and
(c) a Note owned by an individual who at the time of death is not, for
United States estate tax purposes, a citizen or resident of the United
States generally will not be subject to United States federal estate
tax as a result of such individual's death if the individual does not
actually or constructively own 10% or more of the total combined voting
power of all classes of GM's stock entitled to vote and, at the time of
such individual's death the income on the Note would not have been
effectively connected with a United States trade or business of the
individual.
With respect to the certification requirement referred to in subparagraph
(a), for Notes held by a foreign partnership, under current law, the Form W-8
may be provided by the foreign partnership. However, for interest and
disposition proceeds paid with respect to a Note after December 31, 2000, unless
the foreign partnership has entered into a withholding agreement with the IRS, a
foreign partnership will be required, in addition to providing an intermediary
Form W-8, to attach an appropriate certification by each partner. Prospective
investors, including foreign partnerships and their partners, should consult
their tax advisors regarding possible additional reporting requirements.
If a non-United States person holding a Note is engaged in a trade or
business in the United States, and if interest on the Note (or gain realized on
its sale, exchange or other disposition) is effectively connected with the
conduct of such trade or business, such holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular United States income tax on such effectively connected income in the
same manner as if it were a United States person. Such a holder may also need to
provide a United States taxpayer identification number on the forms referred to
in paragraph (a) above in order to meet the requirements set forth above. In
addition, if such holder is a foreign corporation, it may be subject to a 30%
branch profits tax (unless reduced or eliminated by an applicable treaty) of its
effectively connected earnings and profits for the taxable year, subject to
certain adjustments. For purposes of the branch profits tax, interest on, and
any gain recognized on the sale, exchange or other disposition of, a Note will
be included in the effectively connected earnings and profits of such holder if
such interest or gain, as the case may be, is effectively connected with the
conduct by such holder of a trade or business in the United States.
Each holder of a Note should be aware that if it does not properly provide
the required IRS form, or if the IRS form or, if permissible, a copy of such
form, is not properly transmitted to and received by the United States person
otherwise required to withhold United States federal income tax, interest on the
Note may be subject to United States withholding tax at a 30% rate and the
holder, including the beneficial owner, will not be entitled to any additional
amounts from GM described under the heading "Description of Notes-Payment of
Additional Amounts" with respect to such tax. Such tax, however, may in certain
circumstances be allowed as a refund or as a credit against such holder's United
States federal income tax. The foregoing does not deal with all aspects of
federal income tax withholding that may be relevant to foreign holders of the
Notes. Investors are advised to consult their own tax advisors for specific
advice concerning the ownership and disposition of Notes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Under current Treasury Regulations, backup withholding (imposed at the
rate of 31%) will not apply to payments made by GM or a paying agent to a
non-United States person in respect of a Note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are received,
provided in each case that GM or the paying agent, as the case may be, does not
have actual knowledge that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the
sale, exchange or other disposition of a Note made to or through a foreign
office of a broker (including a custodian, nominee or other agent acting on
behalf of the beneficial owner of a Note) generally will not be subject to
information reporting or backup withholding. However, if such broker is a United
States person, a controlled foreign corporation for United States federal tax
purposes, a foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period, or in the case of payments made after December 31, 2000, a foreign
partnership with certain connections with the United States, then information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner is not a United States person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment that such broker is
required to report if such broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker are subject to information reporting and backup withholding unless the
holder or beneficial owner certifies, under penalties of perjury that it is a
non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup
withholding.
Non-United States persons holding Notes should consult their tax advisors
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Backup withholding is
not a separate tax, but is allowed as a refund or credit against the holder's
United States federal income tax, provided the necessary information is
furnished to the Internal Revenue Service.
Interest on a Note that is beneficially owned by a non-United States
person will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
The United States federal income tax discussion set forth above is
included for general information only and may not be applicable depending upon a
holder's particular situation. Holders should consult their own tax advisors
with respect to the tax consequences to them of the ownership and disposition of
the Notes, including the tax consequences under state, local, foreign and other
tax laws and the possible effects of changes in federal or other tax laws.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated as of November 12, 1999 (the "Underwriting Agreement"), we have agreed to
sell to each of the underwriters named below, and each of the underwriters, for
whom Bear, Stearns & Co. Inc. and Merrill Lynch International are acting as
representatives (collectively, the "Representatives"), has severally agreed to
purchase the principal amount of the Notes set forth opposite its name below. In
the Underwriting Agreement, the several underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Notes offered hereby
if any of the Notes are purchased.
<PAGE>
PRINCIPAL AMOUNT
UNDERWRITERS OF NOTES
------------------ -----------------
Bear, Stearns & Co. Inc...............................(Y) 20,000,000,000
Merrill Lynch International........................... 20,000,000,000
Daiwa Securities SB Capital Markets Europe Limited.... 2,000,000,000
IBJ International plc................................. 2,000,000,000
J.P. Morgan Securities Ltd............................ 2,000,000,000
Salomon Brothers International Limited................ 2,000,000,000
Tokyo-Mitsubishi International plc.................... 2,000,000,000
Total..................................(Y) 50,000,000,000
==============
The Representatives of the underwriters have advised us that they propose
initially to offer the Notes to the public at the offering price set forth on
the cover page of this prospectus supplement and to certain dealers at such
price less a concession not in excess of .2% of the principal amount of the
Notes. After the initial public offering, the public offering price and
concession may be changed.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Notes are offered for sale in those jurisdictions in the United
States, Europe, Asia and Canada where it is legal to make such offers. Only
offers and sales of the Notes in the United States, as part of the initial
distribution thereof or in connection with resales thereof under circumstances
where this prospectus supplement and the accompanying prospectus must be
delivered, are made pursuant to the registration statement of which the
accompanying prospectus, as supplemented by this prospectus supplement, is a
part.
Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the Notes or possesses or distributes this
prospectus supplement or the accompanying prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or sale
by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales and
neither GM nor any other underwriter shall have responsibility therefor.
Each underwriter, severally and not jointly, represents and agrees that:
o it has not offered or sold and will not offer or sell any Notes to
persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the Notes except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995;
o it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
of the Notes to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements)(Exemptions)
Order 1996, as amended, or is a person to whom such document may
otherwise lawfully be issued or passed on;
o it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to any Notes in, from or otherwise involving the United
Kingdom; and
o the Notes have not been, and will not be, registered under the
Securities and Exchange Law of Japan (the "Securities and Exchange
Law") and each underwriter has agreed that, so long as the Securities
and Exchang Law and any applicable laws, regulations and ministerial
guidelines of Japan so require, it will not offer or sell any Notes,
directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident
in Japan, including any corporation or other entity organized under
the laws of Japan), or to others for reoffering or resale, directly or
indirectly, in Japan or to, or for the benefit of, a resident of Japan
and that thereafter it will offer or sell such Notes in Japan or to,
or for the benefit of, the residen of Japan only pursuant to an
exemption from the registration requirements of, or otherwise in
compliance with, the Securities and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
Although application has been made to list the Notes on the Luxembourg
Stock Exchange, the Notes are a new issue of securities with no established
trading market. No assurance can be given as to the liquidity of, or the trading
markets for, the Notes. We have been advised by the underwriters that they
intend to make a market in the Notes, but they are not obligated to do so and
may discontinue such market-making at any time without notice.
Purchasers of the Notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page of this prospectus
supplement.
In connection with the sale of the Notes, certain of the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes. Specifically, the underwriters may overallot the offering, creating a
short position. In addition, the underwriters may bid for, and purchase, the
Notes in the open market to cover short positions or to stabilize the price of
the Notes. Any of these activities may stabilize or maintain the market price of
the Notes above independent market levels. The underwriters will not be required
to engage in these activities, and may end any of these activities at any time.
In the ordinary course of their respective businesses, certain of the
underwriters or their affiliates have engaged, and will in the future engage, in
commercial banking and investment banking transactions with GM and certain of
its affiliates. Dennis Weatherstone, a director of J. P. Morgan & Co.
Incorporated, of which J. P. Morgan Securities Inc. is an indirect subsidiary,
is a director of GM.
Bear, Stearns & Co. Inc. and Merrill Lynch International have agreed to
reimburse GM for certain of its expenses in connection with the offering of the
Notes.
The Nikko Securities Co., Ltd. and Citigroup Inc. have established a series
of business alliances in respect of Japan related activities. Salomon Brothers
International Limited is authorised to conduct Japan related business under the
name Nikko SalomonSmithBarney Europe.
<PAGE>
GENERAL INFORMATION
Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of GM and a legal notice relating to the issuance
of the Notes have been deposited prior to listing with the Greffier en Chef du
Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may be
obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the Indenture, GM's Annual
Report on Form 10-K for the year ended December 31, 1998, any future Annual
Reports on Form 10-K to be filed after the date of this prospectus supplement,
and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since
December 31, 1998, so long as any of the Notes are outstanding, will be made
available for inspection at the main office of Banque Generale du Luxembourg
S.A. Banque Generale du Luxembourg S.A. will act as intermediary between the
Luxembourg Stock Exchange and GM and the holders of the Notes. In addition,
copies of the Annual Reports, Quarterly Reports and Current Reports of GM may be
obtained free of charge at such office.
Except as may be disclosed herein (including the Documents Incorporated by
Reference), there has been no material adverse change in the financial or
trading position of GM since December 31, 1998.
Except as may be disclosed in the Documents Incorporated by Reference, GM
is not a party to any legal or arbitration proceedings (including any that are
pending or threatened) which may have or have had during the previous 12 months
a significant effect on GM's consolidated financial position.
The Notes have been accepted for clearance through Euroclear and Cedelbank
and have been assigned Euroclear and Cedelbank Common Code No. 010445752,
International Security Identification Number (ISIN) US370442BA26 and CUSIP No.
370442BA2.
LEGAL OPINIONS
The validity of the Notes offered pursuant to this prospectus supplement
will be passed on for GM by Martin I. Darvick, Esq., Attorney, Legal Staff of
GM, and for the underwriters by Davis Polk & Wardwell. Mr. Darvick owns shares,
and has options to purchase additional shares, of General Motors Corporation
$1-2/3 par value common stock.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of GM and has acted as counsel
for GM and General Motors Acceptance Corporation in various matters.
<PAGE>
PRINCIPAL EXECUTIVE OFFICES OF GM
300 Renaissance Center
Detroit, Michigan 48265
United States
LEGAL AND TAX ADVISORS
TO GM
(AS TO UNITED STATES LAW) (AS TO UNITED STATES LAW)
MARTIN I. DARVICK, ESQ. PETER F. HILTZ, ESQ.
3031 West Grand Boulevard 300 Renaissance Center
Detroit, Michigan 48202 Detroit, Michigan 48265
United States United States
LEGAL ADVISORS TO THE UNDERWRITERS
(AS TO UNITED STATES LAW)
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
United States
AUDITORS
INDEPENDENT AUDITORS
OF GM
DELOITTE & TOUCHE LLP
600 Renaissance Center
Detroit, Michigan 48243-1274
United States
TRUSTEE, REGISTRAR AND EXCHANGE AGENT
CITIBANK
Global Agency & Trust Services
111 Wall Street, Fifth Floor
New York, New York 10043
United States
<PAGE>
PAYING AND TRANSFER AGENT IN LUXEMBOURG
BANQUE GENERALE DU LUXEMBOURG S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
LISTING AGENT
BANQUE GENERALE DU LUXEMBOURG S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
<PAGE>
===============================================================================
(Y)50,000,000,000
GENERAL MOTORS CORPORATION
1.25% Notes due 2004
---------------------
PROSPECTUS SUPPLEMENT
---------------------
Bear, Stearns & Co., Inc.
Merrill Lynch & Co.
Daiwa SBCM Europe
IBJ International plc
J.P. Morgan Securities Ltd.
Salomon Smith Barney International
Tokyo-Mitsubishi International plc
November 12, 1999
================================================================================
<PAGE>
PROSPECTUS
GENERAL MOTORS CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
General Motors Corporation (the "Corporation" or "General Motors"),
directly, through agents designated from time to time, or through dealers or
underwriters also to be designated, may offer from time to time its debt
securities (the "Debt Securities") and/or its warrants (the "Warrants") to
purchase any of the Debt Securities, for issuance and sale, at an aggregate
initial offering price not to exceed $3,000,000,000 or the equivalent thereof in
other currencies, including composite currencies such as the European Currency
Unit ("ECU") (the "Specified Currency"), on terms to be determined at the time
of sale. The Debt Securities and the Warrants are herein collectively called the
"Securities." The Securities may be offered either together or separately and in
one or more series, in amounts, at prices and on terms to be set forth in
supplements to this Prospectus. The Securities may be sold for U.S. dollars or
the Specified Currency and the principal of and any premium and interest on the
Securities may likewise be payable in U.S. dollars or the Specified Currency.
The Specified Currency for which the Securities may be purchased and the
Specified Currency in which principal of and any premium and interest on the
Securities may be payable are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement").
The Debt Securities will be issued in fully registered definitive form
("Certificated Securities") or in the form of global securities which may be
held and registered only in the name of a depositary institution ("Book-Entry
Securities").
The terms of the Debt Securities, including, where applicable, the
specific designation, aggregate principal amount, authorized denominations,
purchase price, maturity, interest rate (which may be fixed or variable) and
time of payment of interest, if any, any redemption or repayment terms, and the
Specified Currency in which the Debt Securities shall be payable (and similar
information with respect to the Debt Securities purchasable upon exercise of
each Warrant), are set forth in the accompanying Prospectus Supplement (the
"Prospectus Supplement"). Where Warrants are to be offered, a Prospectus
Supplement shall set forth the offering price and terms of the Warrants,
including the purchase price, exercise price or prices, detachability,
expiration date or dates, exercise period or periods, the Specified Currency in
which such Warrants are exercisable, the price or prices, if any, at which the
Warrants may be redeemed at the option of the holder or will be redeemed upon
expiration, and the Warrant Agent acting under the Warrant Agreement pursuant to
which the Warrants are to be issued.
The Securities may be sold directly by the Corporation, through agents
of the Corporation designated from time to time, or through underwriters or
dealers, or through a combination of such methods. If any agents, underwriters
or dealers are involved in the sale of the Securities, the names of such agents,
underwriters or dealers and any applicable commissions or discounts are set
forth in the accompanying Prospectus Supplement. Any Agents, underwriters or
dealers participating in the offering may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended. See "Plan of Distribution"
for possible indemnification arrangements for the agents, underwriters and
dealers. The Corporation reserves the sole right to accept and, together with
its agents from time to time, to reject in whole or in part any proposed
purchase of Securities to be made directly or through agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 19, 1998
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus, Prospectus Supplement, and Pricing Supplement, if
any, and, if given or made, such information or representation must not be
relied upon as having been authorized by the Corporation or by any agent,
underwriter or dealer. Neither the delivery of this Prospectus, Prospectus
Supplement and Pricing Supplement, if any, nor any sale made thereunder shall,
under any circumstances, create any implication that the information therein is
correct at any time subsequent to the date thereof. This Prospectus, Prospectus
Supplement and Pricing Supplement, if any, shall not constitute an offer to sell
or a solicitation of an offer to buy any of the Securities offered hereby by
anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected, and copies may be obtained at
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates, as well as at the following
Regional Offices of the Commission: Citicorp Center, 500 Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New
York, New York 10048. Such material may also be accessed electronically by means
of the Commission's home page on the Internet at http://www.sec.gov. Reports,
proxy statements and other information concerning the Corporation can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where the Corporation's Common Stock, $1-2/3 Par Value
and Class H Common Stock, $.10 par value, are listed and at the offices of the
following other stock exchanges where the Corporation's Common Stock, $1-2/3 Par
Value, is listed in the United States: the Chicago Stock Exchange, Inc., One
Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605, the Pacific
Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012
and 301 Pine Street, San Francisco, California 94104, and the Philadelphia Stock
Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103.
The Prospectus constitutes a part of a Registration Statement filed by
the Corporation with the Commission under the Securities Act of 1933, as amended
(the "Securities Act of 1933"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Corporation and the Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended, Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998 and Reports on Form 8-K dated January 9,
1998, January 26, 1998, February 9, 1998, March 2, 1998, April 16, 1998, June 5,
1998, June 8, 1998, July 8, 1998, July 9, 1998, July 14, 1998(2), August 3, 1998
and August 17, 1998, filed with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act are incorporated by reference in this Prospectus.
All documents filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated by reference in this Prospectus and to be a
part thereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE UPON WRITTEN OR ORAL
REQUEST, TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, A COPY OF ANY OR
ALL OF THE DOCUMENTS DESCRIBED ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. SUCH
REQUEST SHOULD BE DIRECTED TO:
GENERAL MOTORS CORPORATION
MAIL CODE: 482-111-238
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202-3091
(TELEPHONE NUMBER: (313) 556-2044)
GENERAL MOTORS CORPORATION
While the major portion of General Motors operations is derived from
the automotive industry, General Motors also has financing and insurance
operations and produces products and provides services in other industries.
General Motors participates in the automotive industry through the activities of
its automotive business operating segments: General Motors-North American
Operations (GM-NAO); Delphi Automotive Systems (Delphi); and General Motors
International Operations (GMIO). GM-NAO designs, manufactures and markets
vehicles primarily in North America under the following nameplates: Chevrolet,
Pontiac, GMC, Oldsmobile, Buick, Cadillac and Saturn. Delphi is a diverse
supplier of automotive systems and components. Delphi offers products and
services in the areas of chassis, interior, lighting, electronics, power and
signal distribution, energy and engine management, steering and thermal systems.
GMIO meets the demands of customers outside North America with vehicles
designed, manufactured and marketed under the following nameplates: Opel,
Vauxhall, Holden, Isuzu, Saab, Chevrolet, GMC and Cadillac. General Motors
financing and insurance operations primarily relate to General Motors Acceptance
Corporation (GMAC). GMAC provides a broad range of financial services, including
consumer vehicle financing, full-service leasing and fleet leasing, dealer
financing, car and truck extended service contracts, residential and commercial
mortgage services, and vehicle and homeowners insurance. GM's other operations
relate to its Hughes Electronics Corporation subsidiary, which is the
telecommunications and space business, and the design, manufacturing and
marketing of locomotives and heavy-duty transmissions.
General Motors principal executive offices are located at 200
Renaissance Center, Detroit, Michigan 48265-2000 (Telephone Number (313)
556-5000).
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, net
proceeds from the sale of the Securities will be used for general Corporate
purposes, including the repayment of existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings from
continuing operations to fixed charges for the Corporation for the periods
indicated.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30 YEARS ENDED DECEMBER 31
------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
1.87 2.93 2.21 2.10 2.39 2.35 1.26
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. This ratio
includes the earnings and fixed charges of the Corporation and its consolidated
subsidiaries; fixed charges consist of interest and discount and the portion of
rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities in
respect of which this Prospectus is being delivered and the extent, if any, to
which such general provisions may not apply thereto will be described in the
Prospectus Supplement relating to such Debt Securities.
The Debt Securities offered hereby are to be issued under an Indenture
(the "Indenture"), dated as of December 7, 1995, between the Corporation and
Citibank, N.A., as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement. The following statements are subject to
the detailed provisions of the Indenture. Numerical references in parentheses
below are to sections in the Indenture. Wherever particular provisions of the
Indenture are referred to, such provisions are incorporated by reference as a
part of the statements made, and the statements are qualified in their entirety
by such reference. Capitalized terms used in this description but not defined
herein have the meanings provided in the Indenture.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, except as authorized from time to time by the
Corporation's Board of Directors. (Section 2.01 of the Indenture.)
GENERAL
Reference is made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the following terms of
the Debt Securities (to the extent such terms are applicable to such Debt
Securities):
(i) the designation of such Debt Securities;
(ii) the authorized denominations and the aggregate
principal amount of such Debt Securities;
(iii) the percentage of their principal amount at which
such Debt Securities will be issued;
(iv) the date or dates on which such Debt Securities will
mature (or the manner of determining the same);
(v) the rate or rates per annum, if any, which may be
fixed or variable, at which such Debt Securities will
bear interest, if any, and, if the rate is variable,
the manner of calculation thereof;
(vi) the date or dates from which interest, if any, shall
accrue or the method by which such date or dates
shall be determined and the date or dates at which
such interest, if any, will be payable and the record
dates therefor;
(vii) the period or periods within which, the terms and
conditions upon which, such Debt Securities may be
redeemed and the redemption price or prices;
(viii) any mandatory or optional sinking fund or analogous
provisions;
(ix) the provisions, if any, for the defeasance of the
Debt Securities;
(x) the form (registered or bearer) in which Debt
Securities may be issued, any restrictions applicable
to the exchange of one form for another and to the
offer, sale and delivery of Debt Securities in either
form;
(xi) whether and under what circumstances the Corporation
will pay additional amounts (the "Additional
Amounts") on Debt Securities held by a person who is
not a United States person (as defined in the
Prospectus Supplement) in respect of specified taxes,
assessments or other governmental charges withheld or
deducted, and if so, whether the Corporation has the
option to redeem the affected Debt Securities rather
than pay such Additional Amounts;
(xii) the Specified Currency for which such Debt Securities
may be purchased and the Specified Currency in which
the principal of, and premium, if any, and interest,
if any, on, such Debt Securities may be payable;
(xiii) the exchanges, if any, on which such Debt Securities
may be listed;
(xiv) whether such Debt Securities are to be issued in
book-entry form and, if so, the identify of the
Depositary for such book-entry Securities;
(xv) the place or places where the principal of, premium,
if any, and interest, if any, on the Debt Securities
will be payable; and
(xvi) any other specific terms of the Debt Securities,
including any additional covenants applicable to such
Debt Securities and any terms which may be required
or advisable under applicable laws or regulations.
(Sections 2.04 and 4.02 of the Indenture.)
The Debt Securities will be unsecured and will rank equally and ratably
with all other unsecured and unsubordinated indebtedness of the Corporation
(other than obligations preferred by mandatory provisions of law).
Unless otherwise specified in a Prospectus Supplement, principal,
premium, if any, interest, if any, and Additional Amounts, if any, will be
payable, and, unless the Debt Securities are issued in book-entry form, the Debt
Securities offered hereby will be transferable, at the office of the Trustee,
111 Wall Street, New York, New York 10043, provided that payment of interest may
be made at the option of the Corporation by check mailed to the address of the
person entitled thereto. Principal of and premium, if any, interest, if any, and
Additional Amounts, if any, on Debt Securities in bearer form, and coupons
appertaining thereto (the "Coupons"), if any, will be payable against surrender
of such Debt Securities or Coupons, as the case may be, subject to any
applicable laws and regulations, at such paying agencies outside the United
States as the Corporation may appoint from time to time at the places and
subject to the restrictions set forth in the Indenture, the Debt Securities and
the Prospectus Supplement. (Section 4.02 of the Indenture.) Debt Securities in
bearer form and the Coupons, if any, appertaining thereto will be transferable
by delivery. No service charge will be made for any transfer or exchange of such
Debt Securities, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 2.05 of the Indenture.)
Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest payable
on any interest payment date, to be determined by reference to one or more
currency exchange rates, commodity prices, equity indices or other factors.
Holders of such Debt Securities may receive a principal amount on any principal
payment date, or a payment of interest on any interest payment date, that is
greater than or less than the amount of principal or interest otherwise payable
on such dates, depending upon the value on such dates of the applicable
currencies, commodities, equity indices or other factors. Information as to the
methods for determining the amount of principal or interest payable on any date,
the currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional United States Federal
income tax considerations will be set forth in the Prospectus Supplement
relating thereto.
As used herein, the term Debt Securities shall include Debt Securities
denominated in United States dollars or, at the option of the Corporation if so
specified in the applicable Prospectus Supplement, in any other freely
transferable currency or units based on or relating to foreign currencies,
including European Currency Units.
If a Prospectus Supplement specifies that Debt Securities are
denominated in a currency or currency unit other than United States dollars,
such Prospectus Supplement shall also specify the denominations in which such
Debt Securities will be issued and the coin or currency in which the principal,
premium, if any, and interest, if any, on such Debt Securities, will be payable,
which may be United States dollars based upon the exchange rate for such other
currency existing on or about the time a payment is due.
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount. Special considerations applicable to the Debt Securities of
any series, including any United States Federal income tax consequences
applicable to any discounted Debt Securities or to certain Debt Securities
issued at par which are treated as having been issued at discount or to Debt
Securities denominated or payable in foreign currencies or currency units, will
be described in the Prospectus Supplement relating thereto.
If a Prospectus Supplement specifies that the Debt Securities will have
a redemption option, the "Option to Elect Repurchase" constitutes an issuer
tender offer under the Exchange Act. The Corporation will comply with all issuer
tender offer rules and regulations under the Exchange Act, including Rule 14e-1,
if such redemption option is elected, including making any required filings with
the Commission and the furnishing of certain information to the holders of the
Debt Securities.
BOOK-ENTRY SECURITIES - DELIVERY AND FORM
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued in the form of one or more fully registered global
securities (collectively, the "Registered Global Debt Securities") which will be
deposited with or on behalf of The Depository Trust Corporation ("DTC") or other
depositary (DTC or such other depositary as is specified in the applicable
Prospectus Supplement is herein referred to as the "Depositary") and registered
in the name of the Depositary or the Depositary's nominee. No single Registered
Global Security shall exceed U.S.$200,000,000. Except as set forth below, the
Registered Global Debt Securities may be transferred, in whole and not in part,
only to another nominee of the Depositary or to a successor of the Depositary or
its nominee.
DTC has advised the Corporation that it is a limited-purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Exchange Act. DTC was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include securities brokers and
dealers (including the agents and/or underwriters named in any Prospectus
Supplement), banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own DTC. Access to
DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Persons who are
not participants may beneficially own securities held by DTC only through
participants. The rules applicable to DTC and its participants are on file with
the Commission.
Upon the issuance by the Corporation of Securities represented by a
Registered Global Debt Security, the Depositary will credit, on its book-entry
registration and transfer system, the participants' accounts with, the
respective principal amounts of the Securities represented by such Registered
Global Debt Security beneficially owned by such participants. The accounts to be
credited shall be designated by the agents, underwriters or dealers
participating in the distribution of such Securities, or the Corporation, if
such Securities are offered and sold directly by the Corporation, as the case
may be. Ownership of beneficial interests in a Registered Global Debt Security
will be limited to participants or persons that hold interests through
participants. Ownership of beneficial interests in Securities represented by a
Registered Global Debt Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
(with respect to interests of participants in the Depositary), or by
participants in the Depositary or persons that may hold interests through such
participants (with respect to persons other than participants in the
Depositary). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Registered Global Debt Security.
So long as the Depositary for a Registered Global Debt Security, or its
nominee, is the registered owner of the Registered Global Debt Security, the
Depositary or its nominee, as the case may be, will be considered the sole owner
or holder of the Book-Entry Securities represented by such Registered Global
Debt Security for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in Book-Entry Securities represented by a
Registered Global Debt Security or Securities will not be entitled to have
Book-Entry Securities represented by such Registered Global Debt Securities
registered in their names, will not receive or be entitled to receive physical
delivery of Book-Entry Securities in definitive form and will not be considered
the owners or holders thereof under the Indenture.
Accordingly, each person owning a beneficial interest in a Registered
Global Debt Security must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
Indenture or a Registered Global Debt Security. The Corporation understands that
under existing policy of the Depositary and industry practices, in the event
that the Corporation requests any action of holders or that an owner of a
beneficial interest in such a Registered Global Debt Security desires to give
any notice or take any action which a holder is entitled to give or take under
the Indenture or a Registered Global Debt Security, the Depositary would
authorize the participants holding the relevant beneficial interests to give
such notice or take such action. Any beneficial owner that is not a participant
must rely on the contractual arrangements it has directly, or indirectly through
its financial intermediary, with a participant to give such notice or take such
action.
Payments of principal of, premium, if any, and interest, if any, on,
the Securities represented by a Registered Global Debt Security registered in
the name of the Depositary or its nominee will be made by the Corporation
through the Trustee to the Depositary or its nominee, as the case may be, as the
registered owner of a Registered Global Debt Security. None of the Corporation,
the Trustee, any paying agent or any other agent of the Corporation will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Registered
Global Debt Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. The Corporation expects that
the Depositary, upon receipt of any payment of principal, premium, if any, or
interest, if any, in respect of a Registered Global Debt Security, will
immediately credit the accounts of the related participants with payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interest in such Registered Global Debt Security as shown on the
records of the Depositary. The Corporation also expects that payments by
participants to owners of beneficial interests in a Registered Global Debt
Security will be governed by standing customer instructions and customary
practices as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name" and will be the responsibility of
such participants.
If the Depositary is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency under the Exchange Act and a
successor depositary registered as a clearing agency under the Exchange Act is
not appointed by the Corporation within 90 days, the Corporation will issue Debt
Securities in definitive form in exchange for all the Registered Global Debt
Securities. In addition, the Corporation may at any time, and in its sole
discretion, determine not to have the Debt Securities represented by the
Registered Global Debt Securities and, in such event, will issue Debt Securities
in definitive form in exchange for all the Registered Global Debt Securities. In
either instance, an owner of a beneficial interest in Registered Global Debt
Securities will be entitled to have Debt Securities equal in principal amount to
such beneficial interest registered in its name and will be entitled to physical
delivery of such Debt Securities in definitive form. Debt Securities so issued
in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without Coupons;
however, Medium-Term Notes issued pursuant to a Prospectus Supplement will be
issued in denominations of $100,000 or any amount in excess thereof which is an
integral multiple of $1,000 (or in such other denominations as shall be provided
in an applicable Pricing Supplement) and will be issued in registered form only,
without Coupons. No service charge will be made for any transfer or exchange of
such Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.05 of the Indenture.)
The Debt Securities of a series may also be issued in the form of one
or more bearer global securities (a "Bearer Global Debt Security") that will be
deposited with a common depositary for the Euroclear System and Cedel Bank,
societe anonyme or with a nominee for such depositary identified in the
Prospectus Supplement relating to such series. The specific terms and
procedures, including the specific terms of the depositary arrangement, with
respect to any portion of a series of Debt Securities to be represented by a
Bearer Global Debt Security will be described in the Prospectus Supplement
relating to such series.
CERTAIN COVENANTS
DEFINITIONS APPLICABLE TO COVENANTS. The following definitions shall be
applicable to the covenants specified below:
(i) "Attributable Debt" means, at the time of determination as
to any lease, the present value (discounted at the actual rate, if
stated, or, if no rate is stated, the implicit rate of interest of such
lease transaction as determined by the chairman, president, any vice
chairman, any vice president, the treasurer or any assistant treasurer
of the Corporation), calculated using the interval of scheduled rental
payments under such lease, of the obligation of the lessee for net
rental payments during the remaining term of such lease (excluding any
subsequent renewal or other extension options held by the lessee). The
term "net rental payments" means, with respect to any lease for any
period, the sum of the rental and other payments required to be paid in
such period by the lessee thereunder, but not including, however, any
amounts required to be paid by such lessee (whether or not designated
as rental or additional rental) on account of maintenance and repairs,
insurance, taxes, assessments, water rates, indemnities or similar
charges required to be paid by such lessee thereunder or any amounts
required to be paid by such lessee thereunder contingent upon the
amount of sales, earnings or profits or of maintenance and repairs,
insurance, taxes, assessments, water rates, indemnities or similar
charges; provided, however, that, in the case of any lease which is
terminable by the lessee upon the payment of a penalty in an amount
which is less than the total discounted net rental payments required to
be paid from the later of the first date upon which such lease may be
so terminated and the date of the determination of net rental payments,
"net rental payments" shall include the then-current amount of such
penalty from the later of such two dates, and shall exclude the rental
payments relating to the remaining period of the lease commencing with
the later of such two dates.
(ii) "Debt" means notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed.
(iii) "Manufacturing Subsidiary" means any Subsidiary (A)
substantially all the property of which is located within the
continental United States of America, (B) which owns a Principal
Domestic Manufacturing Property and (C) in which the Corporation's
investment, direct or indirect and whether in the form of equity, debt,
advances or otherwise, is in excess of $2,500,000,000 as shown on the
books of the Corporation as of the end of the fiscal year immediately
preceding the date of determination; provided, however, that
"Manufacturing Subsidiary" shall not include Hughes Electronics
Corporation and its Subsidiaries, General Motors Acceptance Corporation
and its Subsidiaries (or any corporate successor of any of them) or any
other Subsidiary which is principally engaged in leasing or in
financing installment receivables or otherwise providing financial or
insurance services to the Corporation or others or which is principally
engaged in financing the Corporation's operations outside the
continental United States of America.
(iv) "Mortgage" means any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other
similar encumbrance.
(v) "Principal Domestic Manufacturing Property" means any
manufacturing plant or facility owned by the Corporation or any
Manufacturing Subsidiary which is located within the continental United
States of America and, in the opinion of the Board of Directors, is of
material importance to the total business conducted by the Corporation
and its consolidated affiliates as an entity.
(vi) "Subsidiary" means any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the
time owned by the Corporation, or by one or more Subsidiaries, or by
the Corporation and one or more Subsidiaries. (Section 4.08 of the
Indenture.)
LIMITATION ON LIENS. For the benefit of the Debt Securities, the Corporation
will not, nor will it permit any Manufacturing Subsidiary to, issue or assume
any Debt secured by a Mortgage upon any Principal Domestic Manufacturing
Property of the Corporation or any Manufacturing Subsidiary or upon any shares
of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal
Domestic Manufacturing Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing
concurrently with the issuance or assumption of any such Debt that the Debt
Securities (together with, if the Corporation shall so determine, any other
indebtedness of the Corporation or such Manufacturing Subsidiary ranking equally
with the Debt Securities and then existing or thereafter created) shall be
secured equally and ratably with such Debt, unless the aggregate amount of Debt
issued or assumed and so secured by Mortgages, together with all other Debt of
the Corporation and its Manufacturing Subsidiaries which (if originally issued
or assumed at such time) would otherwise be subject to the foregoing
restrictions, but not including Debt permitted to be secured under clauses (i)
through (vi) of the immediately following paragraph, does not at the time exceed
20% of the stockholders' equity of the Corporation and its consolidated
subsidiaries, as determined in accordance with generally accepted accounting
principles and shown on the audited consolidated balance sheet contained in the
latest published annual report to the stockholders of the Corporation.
The above restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or indebtedness of
any corporation existing at the time such corporation becomes a
Manufacturing Subsidiary;
(ii) Mortgages on property existing at the time of acquisition
of such property by the Corporation or a Manufacturing Subsidiary, or
Mortgages to secure the payment of all or any part of the purchase
price of such property upon the acquisition of such property by the
Corporation or a Manufacturing Subsidiary or to secure any Debt
incurred prior to, at the time of, or within 180 days after, the later
of the date of acquisition of such property and the date such property
is placed in service, for the purpose of financing all or any part of
the purchase price thereof, or Mortgages to secure any Debt incurred
for the purpose of financing the cost to the Corporation or a
Manufacturing Subsidiary of improvements to such acquired property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary
owing to the Corporation or to another Subsidiary;
(iv) Mortgages on property of a corporation existing at the
time such corporation is merged or consolidated with the Corporation or
a Manufacturing Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation as an entirety or
substantially as an entirety to the Corporation or a Manufacturing
Subsidiary;
(v) Mortgages on property of the Corporation or a
Manufacturing Subsidiary in favor of the United States of America or
any State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State
thereof, or in favor of any other country, or any political subdivision
thereof, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase
price or the cost of construction of the property subject to such
Mortgages; or
(vi) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any
Mortgage referred to in the foregoing clauses (i) to (v); provided,
however, that the principal amount of Debt secured thereby shall not
exceed by more than 115% the principal amount of Debt so secured at the
time of such extension, renewal or replacement and that such extension,
renewal or replacement shall be limited to all or a part of the
property which secured the Mortgage so extended, renewed or replaced
(plus improvements on such property). (Section 4.06 of the Indenture.)
LIMITATION ON SALE AND LEASE-BACK. For the benefit of the Debt Securities, the
Corporation will not, nor will it permit any Manufacturing Subsidiary to, enter
into any arrangement with any person providing for the leasing by the
Corporation or any Manufacturing Subsidiary of any Principal Domestic
Manufacturing Property owned by the Corporation or any Manufacturing Subsidiary
on the date that the Debt Securities are originally issued (except for temporary
leases for a term of not more than five years and except for leases between the
Corporation and a Manufacturing Subsidiary or between Manufacturing
Subsidiaries), which property has been or is to be sold or transferred by the
Corporation or such Manufacturing Subsidiary to such person, unless either:
(i) the Corporation or such Manufacturing Subsidiary would be
entitled, pursuant to the provisions of the covenant on limitation on
liens described above, to issue, assume, extend, renew or replace Debt
secured by a Mortgage upon such property equal in amount to the
Attributable Debt in respect of such arrangement without equally and
ratably securing the Debt Securities; provided, however, that from and
after the date on which such arrangement becomes effective the
Attributable Debt in respect of such arrangement shall be deemed for
all purposes under the covenant on limitation on liens described above
and this covenant on limitation on sale and lease-back to be Debt
subject to the provisions of the covenant on limitation on liens
described above (which provisions include the exceptions set forth in
clauses (i) through (vi) of such covenant), or
(ii) the Corporation shall apply an amount in cash equal to
the Attributable Debt in respect of such arrangement to the retirement
(other than any mandatory retirement or by way of payment at maturity),
within 180 days of the effective date of any such arrangement, of Debt
of the Corporation or any Manufacturing Subsidiary (other than Debt
owned by the Corporation or any Manufacturing Subsidiary) which by its
terms matures at or is extendible or renewable at the option of the
obligor to a date more than twelve months after the date of the
creation of such Debt. (Section 4.07 of the Indenture.)
DEFEASANCE
If the terms of a particular series of Debt Securities so provide, the
Corporation may, at its option, (a) discharge its indebtedness and its
obligations under the Indenture with respect to such series or (b) not comply
with certain covenants contained in the Indenture with respect to such series,
in each case by depositing funds or obligations issued or guaranteed by the
United States of America with the Trustee. The Prospectus Supplement will more
fully describe the provisions, if any, relating to such defeasance. (Section
12.02 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture provides that the Corporation and the Trustee may enter
into supplemental indentures without the consent of the holders of the Debt
Securities to (a) evidence the assumption by a successor corporation of the
obligations of the Corporation, (b) add covenants for the protection of the
holders of the Debt Securities, (c) add or change any of the provisions of the
Indenture to permit or facilitate the issuance of Debt Securities of any series
in bearer form, (d) cure any ambiguity or correct any inconsistency in such
Indenture, (e) establish the form or terms of Debt Securities of any series as
permitted by the terms of the Indenture and (f) evidence the acceptance of
appointment by a successor trustee. (Section 10.01 of the Indenture.)
The Indenture also contains provisions permitting the Corporation and
the Trustee to modify or amend the Indenture or any supplemental indenture or
the rights of the holders of the Debt Securities issued thereunder, with the
consent of the holders of not less than a majority in principal amount of the
Debt Securities of all series at the time outstanding under such Indenture which
are affected by such modification or amendment (voting as one class), provided
that no such modification shall (i) extend the fixed maturity of any Debt
Securities, or reduce the principal amount thereof, or premium, if any, or
reduce the rate or extend the time of payment of interest or Additional Amounts
thereon, or reduce the amount due and payable upon acceleration of the maturity
thereof or the amount provable in bankruptcy, or make the principal of, or
interest, premium or Additional Amounts on, any Debt Security payable in any
coin or currency other than that provided in such Debt Security, (ii) impair the
right to initiate suit for the enforcement of any such payment on or after the
stated maturity thereof, or (iii) reduce the aforesaid percentage of Debt
Securities, the consent of the holders of which is required for any such
modification, or the percentage required for the consent of the holders to waive
defaults, without the consent of the holder of each Debt Security so affected.
(Section 10.02 of the Indenture.)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (a) default in payment of any principal or
premium, if any, on such series; (b) default for 30 days in payment of any
interest or Additional Amounts on such series; (c) default for 90 days after
notice in performance of any other covenant applicable to the Debt Securities;
or (d) certain events of bankruptcy, insolvency or reorganization. (Section 6.01
of the Indenture.)
No Event of Default with respect to a particular series of Debt
Securities issued under the Indenture necessarily constitutes an Event of
Default with respect to any other series of Debt Securities issued thereunder.
In case an Event of Default under clause (a), (b) or (c) shall occur and be
continuing with respect to any series, the Trustee or the holders of not less
than 25% in aggregate principal amount of Debt Securities of each such series
then outstanding may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of such series to be due
and payable. In case an Event of Default under clause (d) shall occur and be
continuing, the Trustee or the holders of not less than 25% in aggregate
principal amount of all the Debt Securities then outstanding (voting as one
class) may declare the principal (or, in the case of discounted Debt Securities,
the amount specified in the terms thereof) of all outstanding Debt Securities to
be due and payable. Any Event of Default with respect to a particular series of
Debt Securities may be waived by the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of such series (or of all
the outstanding Debt Securities, as the case may be), except in a case of
failure to pay principal or premium, if any, or interest or Additional Amounts
in respect of such Debt Security for which payment had not been subsequently
made. (Section 6.01 of the Indenture.) The Indenture provides that the Trustee
may withhold notice to the securityholders of any default (except in payment of
principal, premium, if any, or interest or Additional Amounts) if it considers
it in the interests of the securityholders to do so.
(Section 6.07 of the Indenture.)
Subject to the provisions of the Indenture relating to the duties of
the Trustee in case an Event of Default shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers
under the Indenture at the request, order or direction of any of the
securityholders, unless such securityholders shall have offered to the Trustee
reasonable indemnity. (Sections 7.01 and 7.02 of the Indenture.) Subject to such
provisions for the indemnification of the Trustee and to certain other
limitations, the holders of a majority in aggregate principal amount of the Debt
Securities of all series affected (voting as one class) at the time outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee.
(Section 6.06 of the Indenture.)
CONCERNING THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture. Citibank, N.A.
acts as depositary for funds of, makes loans to, acts as trustee and performs
certain other services for, the Corporation and certain of its subsidiaries
and affiliates in the normal course of its business.
DESCRIPTION OF WARRANTS
GENERAL
The Corporation may issue, together with Debt Securities or separately,
Warrants for the purchase of Debt Securities. If the Warrants are issued
together with any Debt Securities, they may be attached to or traded separately
from such Debt Securities. The Warrants are to be issued under one or more
separate Warrant Agreements (each a "Warrant Agreement") between the Corporation
and a banking institution organized under the laws of the United States or one
of the States thereof (each a "Warrant Agent").
The following statements with respect to the Warrants are summaries of
the Warrant Agreement, a form of which is filed as an exhibit to the
Registration Statement. Such summaries of certain provisions of the Warrant
Agreement and the Warrants do not purport to be complete and such summaries are
subject to the detailed provisions of the Warrant Agreement to which reference
is hereby made for a full description of such provisions, including the
definition of certain terms used herein, and for other information regarding the
Warrants. Wherever particular provisions of the Warrant Agreement or terms
defined therein are referred to, such provisions or definitions are incorporated
by reference as a part of the statements made, and the statements are qualified
in their entirety by such reference.
The Warrants will be evidenced by Warrant Certificates (the "Warrant
Certificates") and, except as otherwise specified in the Prospectus Supplement
accompanying this Prospectus, may be traded separately from any Debt Securities
with which they may be issued. Warrant Certificates may be exchanged for new
Warrant Certificates of different denominations at the office of the Warrant
Agent. The holder of a Warrant does not have any of the rights of a holder of a
Debt Security in respect of, and is not entitled to any payments on, any Debt
Securities issuable (but not yet issued) upon exercise of the Warrants.
The Warrants may be issued in one or more series, and reference is made
to the Prospectus Supplement accompanying this Prospectus relating to the
particular series of Warrants offered thereby for the terms of, and other
information with respect to, such Warrants, including: (i) the title and the
aggregate number of Warrants; (ii) the designation, aggregate principal amount,
currency or currencies and terms of the Debt Securities that may be purchased
upon exercise of the Warrants; (iii) the price or prices at which such Warrants
are exercisable; (iv) the currency or currencies in which such Warrants are
exercisable; (v) the places at which such Warrants are exercisable and the date
on which the right to exercise the Warrants shall commence and the date on which
such right shall expire (the "Warrant Expiration Date") or, if the Warrants are
not continuously exercisable throughout such period, the specific date or dates
on which they will be exercisable (each, a "Warrant Exercise Date", which term
shall also mean, with respect to Warrants continuously exercisable for a period
of time, every date during such period); (vi) the terms of any mandatory or
optional call provisions; (vii) the price or prices, if any, at which the
Warrants may be redeemed at the option of the holder or will be redeemed upon
expiration; (viii) the identity of the Warrant Agent; (ix) the exchanges, if
any, on which such Warrants may be listed; (x) whether such Warrants shall be
issued in book-entry form; (xi) if applicable, the designation and terms of the
Debt Securities with which the Warrants are issued and the number of Warrants
issued with each of such Debt Securities; (xii) if applicable, the date on and
after which the Warrants and the related Debt Securities will be separately
transferable; (xiii) whether the Warrant Certificates will be in registered form
or bearer form or both; (xiv) any applicable United States Federal income tax
consequences; (xv) the price at which the Warrants will be issued; and (xvi) any
other terms of the Warrants.
EXERCISE OF WARRANTS
Warrants in registered form may be exercised by payment to the Warrant
Agent of the exercise price, in each case in such currency or currencies as are
specified in the Warrant, and by communicating to the Warrant Agent the identity
of the Warrantholder and the number of Warrants to be exercised. Upon receipt of
payment and the Warrant Certificate properly completed and duly executed, at the
office of the Warrant Agent, the Warrant Agent will, as soon as practicable,
arrange for the issuance of the applicable Debt Securities, the form of which
shall be set forth in the Prospectus Supplement. If less than all of the
Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amounts of Warrants. A more
complete summary for the exercise of Warrants in registered form and for
exercises of Warrants in bearer form is contained in the Prospectus Supplement
accompanying this Prospectus.
PLAN OF DISTRIBUTION
The Corporation may sell the Securities being offered hereby in any of
four ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters, and (iv) through dealers.
Offers to purchase Securities may be solicited directly by the
Corporation or by agents designated by the Corporation from time to time. Any
such agent, who may be deemed to be an underwriter as that term is defined in
the Securities Act of 1933, involved in the offer or sale of the Securities in
respect of which this Prospectus is delivered will be named, and any commissions
payable by the Corporation to such agent set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a reasonable best efforts basis for the period of its
appointment (ordinarily five business days or less). Agents may be entitled
under agreements which may be entered into with the Corporation to
indemnification by the Corporation against certain civil liabilities, including
liabilities under the Securities Act of 1933, and may be customers of, engage in
transactions with, or perform services for, the Corporation and its subsidiaries
in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the
Corporation will enter into an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Corporation
against certain liabilities, including liabilities under the Securities Act of
1933. Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the Securities: Bear, Stearns &
Co. Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, J.P.
Morgan Securities Inc., Morgan Stanley Dean Witter, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney and Salomon Brothers Inc.
If a dealer is utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Corporation will sell such Securities to
the dealer as principal. The dealer may then resell such Securities to the
public at varying prices to be determined by such dealer at the time of resale.
Dealers may be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the applicable Prospectus Supplement, the
Corporation will authorize agents and underwriters to solicit offers by certain
institutions to purchase Securities from the Corporation at the public offering
price set forth in the Prospectus Supplement pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the date stated in
the Prospectus Supplement. Each Contract will be for an amount not less than,
and unless the Corporation otherwise agrees the aggregate principal amount of
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but shall in all cases be
subject to the approval of the Corporation. Contracts will not be subject to any
conditions except that the purchase by an institution of the Securities covered
by its Contract shall not at the time of delivery be prohibited under the laws
of any jurisdiction in the United States to which such institution is subject. A
commission indicated in the applicable Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Securities pursuant to Contracts
accepted by the Corporation.
The place and time of delivery for the Securities in respect of which
this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
--------------------
Dennis Weatherstone, a director of J. P. Morgan & Co. Incorporated,
of which J. P. Morgan Securities Inc. is an indirect wholly-owned subsidiary,
is a director of the Corporation. In the ordinary course of their respective
businesses, affiliates of the Agents have engaged, and will in the future engage
in commercial banking and investment banking transactions with General Motors
and certain of its affiliates.
EXPERTS
The consolidated financial statements and the financial statement
schedule included in the Corporation's 1997 Annual Report on Form 10-K, as
amended, incorporated by reference herein, have been audited by Deloitte &
Touche LLP, independent public accountants, as stated in their reports appearing
therein, and have been so incorporated by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
LEGAL OPINIONS
Unless otherwise indicated in the Prospectus Supplement relating to the
Securities, the legality of the Securities will be passed upon for the
Corporation by Martin I. Darvick, Attorney, Legal Staff, of the Corporation. Mr.
Darvick owns shares, and has options to purchase shares, of the Corporation's
Common Stock, $1-2/3 Par Value and owns shares of the Corporation's Class H
Common Stock, $0.10 par value.
Unless otherwise indicated in the Prospectus Supplement relating to the
Securities, certain legal matters relating to the Securities will be passed upon
for the Underwriters by Davis Polk & Wardwell. Davis Polk & Wardwell acts as
counsel to the Executive Compensation Committee of the Board of Directors of the
Corporation and has acted as counsel for the Corporation and its subsidiaries in
various matters.
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information ................................... 5
Incorporation of Certain
Documents by Reference ............................... 6
General Motors Corporation............................... 6
Use of Proceeds.......................................... 7
Ratio of Earnings to Fixed
Charges................................................ 7
Description of Debt Securities........................... 8
Description of Warrants.................................. 19
Plan of Distribution..................................... 20
Experts.................................................. 22
Legal Opinions........................................... 22
GENERAL MOTORS CORPORATION
DEBT SECURITIES
WARRANTS
Prospectus Dated August 19, 1998
