As filed with the Securities and Exchange Commission on October 2, 2001
Registration No. [ ]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY
A Nova Scotia Unlimited Liability Company
1908 Colonel Sam Dr.
Oshawa, Ontario L1H 8P7
(905-644-5000)
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Sharon Y. Pentz, Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer
General Motors Nova Scotia Finance Company
1908 Colonel Sam Dr.
Oshawa, Ontario L1H 8P7
(905-644-5000)
General Motors Corporation
A Delaware Corporation-- I.R.S. Employer No. 38-0572515
300 Renaissance Center
Detroit, Michigan 48265-3000
(313-556-5000)
--------------------
Peter R. Bible, Chief Accounting Officer
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000 (313-556-5000)
Copies to:
Martin I. Darvick, Esq. Fraser MacFadyen Francis J. Morison,
General Motors Stewart McKelvey Esq.
Corporation Stirling Scales Davis Polk & Wardwell
300 Renaissance Center 900-1959 Upper Water 450 Lexington Avenue
Detroit, Michigan Street New York, New York
48265-3000 Halifax, Nova Scotia 10017-3904
B3J 2X2
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/__/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /__/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate
Of Securities to be Amount to be Price Offering Amount of
Registered Registered Per Unit Price(1) Registration Fee
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Debt Securities $750,000,000 100% $750,000,000 $187,500
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Guarantees of Debt -- (2) (2) None
Securities
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Or, if any Debt Securities (a) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $750,000,000, at the time of
initial offering, (b) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$750,000,000, or (c) are issued with their principal amount payable at maturity
to be determined with reference to a currency exchange rate or other index, such
principal amount as shall result in an aggregate initial offering price of
$750,000,000.
(1) Estimated solely for the purpose of determining the amount of the
registration fee.
(2) No proceeds will be received by General Motors Corporation for the
Guarantees.
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION, DATED October 2, 2001
PROSPECTUS
$750,000,000
GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY
% Guaranteed Notes due
guaranteed absolutely and unconditionally by
General Motors Corporation
------------------
The notes will mature on . Interest will accrue from ,
2001 at the rate of % per year payable semi-annually in arrears on
and of each year, commencing on . The notes will be redeemable
prior to maturity at prices determined in the manner described herein and also
if certain events occur involving Canadian taxation.
Per Note Total
-------- -----
Public Offering Price (1)......... % $
Underwriting Discount............. % $
Proceeds, before expenses, to GM
Nova Scotia.................... % $
(1) Plus accrued interest from if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The notes will be ready for delivery through The Depository Trust Company
on or about October , 2001.
------------------
Goldman, Sachs & Co.
, 2001
ABOUT THIS PROSPECTUS
You should rely only on the information contained in or incorporated by
reference in this prospectus. GM Nova Scotia and General Motors have not
authorized anyone to provide you with different information or to make any
additional representations. GM Nova Scotia and General Motors are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in or incorporated by reference
in this prospectus is accurate as of any date other than the date on the front
of this prospectus. Unless the context indicates otherwise, "Issuer" or "GM Nova
Scotia" means General Motors Nova Scotia Finance Company, "Guarantor", "General
Motors" or "GM" means General Motors Corporation, and the words "we", "our",
"ours" and "us" refer to General Motors Nova Scotia Finance Company.
The distribution of this 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 does 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
persons to whom it is unlawful to make such offer or solicitation.
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PRINCIPAL EXECUTIVE OFFICES
GM Nova Scotia's principal executive offices are located at 1908 Colonel Sam
Dr., Oshawa, Ontario L1H 8P7, and the telephone number is 905-644-5000.
General Motors principal executive offices are located at 300 Renaissance
Center, Detroit, Michigan 48265-3000, and the telephone number is 313-556-5100.
WHERE YOU CAN FIND MORE INFORMATION
General Motors files annual, quarterly, and special reports and other
information with the Securities and Exchange Commission, referred to as the
Commission or the SEC. You may read and copy any reports or other information
General Motors files at the public reference room of the SEC located at 450
Fifth Street, N.W., Washington, D.C. 20549. You may also inspect General Motors
filings at the Regional Office of the SEC located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also request
copies of General Motors documents upon payment of a duplicating fee by writing
to the SEC's Public Reference Room. You may obtain information regarding the
Public Reference Room by calling the SEC at 1-800-SEC-0330. SEC filings are also
available to the public from commercial document retrieval services and over the
Internet at http://www.sec.gov. and at the General Motors website at
http://www.gm.com. Reports and other information can also be inspected at the
offices of the following stock exchanges where General Motors common stock,
$1-2/3 par value is listed in the United States: the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005, 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 95104 and the
Philadelphia Stock Exchange, Inc., 1900 Market Street, Philadelphia,
Pennsylvania 19103.
GM Nova Scotia and General Motors have filed with the SEC a registration
statement on Form S-3 (together with all amendments and exhibits, the
"registration statement") under the Securities Act of 1933 with respect to the
notes. This prospectus, which constitutes part of the registration statement,
does not contain all of the information set forth in the registration statement.
Certain parts of the registration statement are omitted from the prospectus in
accordance with the rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information General Motors
files with them, which means that General Motors can disclose important
information to you by referring you to those documents, including General Motors
annual, quarterly and current reports, that are considered part of this
prospectus. Information that General Motors files later with the SEC will
automatically update and supersede this information.
We incorporate by reference the documents set forth below that General
Motors previously filed with the SEC and any future filings made with the SEC
until the offering of all the securities has been completed. These documents
contain important information about GM and its finances.
SEC Filings (File No. 1-143) Period
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Annual Report on Form 10-K Year ended December 31, 2000
Quarterly Reports on Form 10-Q Quarters ended March 31, 2001 and June 30, 2001
Current Reports on Form 8-K January 3, 2001, January 8, 2001, January 16,
2001(2), January 17, 2001, February 1, 2001,
February 6, 2001, February 9, 2001,
February 22, 2001, March 1, 2001, March 29,
2001, April 3, 2001, April 17, 2001(2),
April 18, 2001 (3), April 20, 2001, May 1,
2001, May 25, 2001 (2), June 1, 2001, July 3,
2001, July 17, 2001, August 1, 2001, August 7,
2001, August 21, 2001, August 27, 2001,
September 4, 2001, September 18, 2001,
September 21, 2001, September 25, 2001,
September 26, 2001 and October 2, 2001.
You may request a copy of the documents incorporated by reference in this
prospectus, except exhibits to such prospectus, at no cost, by writing or
telephoning the office of W. W. Creek, Controller, at the following address and
telephone number:
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
Tel: (313) 556-5000
DESCRIPTION OF GM NOVA SCOTIA
GM Nova Scotia, organized on September 28, 2001 as a Nova Scotia unlimited
liability company, is a direct, wholly owned subsidiary of General Motors. GM
Nova Scotia has no independent operations other than acting as a finance company
for General Motors and affiliates of General Motors. GM Nova Scotia does not,
and will not, file separate reports with the Securities and Exchange Commission.
DESCRIPTION OF GENERAL MOTORS CORPORATION
General Motors is primarily engaged in the automotive and, through its
wholly-owned Hughes subsidiary, the communications services industries. General
Motors is the world's largest manufacturer of automotive vehicles. General
Motors also has financing and insurance operations and, to a lesser extent, is
engaged in other industries.
General Motors automotive segment is comprised of four regions:
- GM North America;
- GM Europe;
- GM Latin America/Africa/Mid-East; and
- GM Asia Pacific.
GM North America designs, manufactures and markets vehicles primarily in
North America under the following nameplates:
-Chevrolet -GMC -Buick -Saturn
-Pontiac -Oldsmobile -Cadillac
GM Europe, GM Latin America/Africa/Mid-East, and GM Asia Pacific meet the
demands of customers outside North America with vehicles designed, manufactured
and marketed under the following nameplates:
-Opel -Holden -Saab -GMC -Buick
-Vauxhall -Isuzu -Chevrolet -Cadillac
General Motors participates in the communications services industry through
its Hughes subsidiary, which is a leading global provider of digital
entertainment services, information and communications services and
satellite-based private business networks.
General Motors financing and insurance operations primarily relate to
General Motors Acceptance Corporation, which 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, commercial vehicle and homeowner's insurance
and asset-based lending. General Motors other industrial operations include the
design, manufacturing and marketing of locomotives and heavy-duty transmissions.
Substantially all of General Motors automotive-related products are marketed
through retail dealers and through distributors and jobbers in the United
States, Canada and Mexico, and through distributors and dealers overseas. At
December 31, 2000, there were approximately 8,000 GM vehicle dealers in the
United States, 840 in Canada and 155 in Mexico. Additionally, there were a total
of approximately 11,220 outlets overseas which include dealers and authorized
sales, service and parts outlets.
GENERAL MOTORS RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended Years Ended
June 30, December 31,
-------------------- ---------------------------------------
2001 2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ---- ----
1.29 2.12 1.71 2.12 1.72 2.22 1.96
-------------------- ---------------------------------------
General Motors computes the ratio of earnings to fixed charges by dividing
earnings before income taxes and fixed charges by the fixed charges. This ratio
includes the earnings and fixed charges of GM 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.
CONSOLIDATED CAPITALIZATION OF GENERAL MOTORS
(unaudited)
(dollars in millions )
June 30,
2001
----
Total Debt........................................................ $144,180
---------
Minority interests................................................ 699
Stockholders' Equity..............................................
$1-2/3 par value common stock (issued, 549,606,968 shares) and
Class H common stock (issued, 876,465,865 shares) and Capital
surplus (principally additional paid-in-capital).............. $ 22,118
Retained earnings............................................... 10,233
Net unrealized loss on derivatives.............................. (187)
Net unrealized gains on securities.............................. 355
Accumulated foreign currency translation adjustments............ (2,814)
Minimum pension liability adjustment............................ (45)
Total stockholders' equity........................................ $ 29,660
---------
Total Capitalization.............................................. $174,539
=========
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Note: Guarantees and contingent liabilities of GM are as disclosed on page
II-38 of the Annual Report on Form 10-K for the year ended December 31, 2000.
GM has had no material capitalization changes since June 30, 2001.
SELECTED CONSOLIDATED FINANCIAL DATA OF GENERAL MOTORS
The following table sets forth General Motors selected financial data derived
from the audited consolidated financial statements for the two years ended
December 31, 2000 and 1999 and from unaudited financial statements for the six
months ended June 30, 2001 and 2000. General Motors does not publish
non-consolidated financial statements. General Motors believes that all
adjustments necessary for the fair presentation thereof have been made to the
unaudited financial data. The results for the interim period ended June 30, 2001
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 this prospectus. See
"Incorporation of Certain Documents by Reference".
Balance Sheet Data (1):
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
June 30, June 30, Year Ended
2001 2000 Dec. 31. Dec. 31,
(unaudited)(unaudited) 2000 1999
----------- ---------- ---- ----
(dollars in millions)
ASSETS
Automotive, Communications Services, and
Other Operations
Cash and cash equivalents............... $8,370 $9,441 $9,119 $9,730
Marketable securities................... 795 893 1,161 1,698
Total cash and marketable securities.. 9,165 10,334 10,280 11,428
Accounts and notes receivable (less
allowances)........................... 6,533 5,968 5,835 5,093
Inventories (less allowances) .......... 11,072 11,680 10,945 10,638
Equipment on operating leases (less
accumulated depreciation)............. 5,084 5,973 5,699 5,744
Deferred income taxes and other current
assets................................ 8,499 9,678 8,388 9,006
Total current assets.................. 40,353 43,633 41,147 41,909
Equity in net assets of nonconsolidated
associates............................ 4,934 3,377 3,497 1,711
Property - net.......................... 33,922 33,436 33,977 32,779
Intangible assets - net................. 7,743 8,726 7,622 8,527
Deferred income taxes................... 15,560 13,456 14,870 15,277
Other assets............................ 31,226 30,207 32,243 25,358
Total Automotive, Communication
Services, and Other Operations
assets.............................. 133,738 132,835 133,356 125,561
Financing and Insurance Operations
Cash and cash equivalents............... 1,139 692 1,165 712
Investments in securities............... 10,614 9,447 9,595 9,110
Finance receivables - net .............. 89,608 85,782 92,415 80,627
Investment in leases and other
receivables........................... 35,701 37,883 36,752 36,407
Other assets............................ 31,281 23,528 27,846 21,312
Net receivable from Automotive,
Communication Services, and Other
Operations............................ 1,582 1,182 1,971 1,001
Total Financing and Insurance
Operations assets..................... 169,925 158,514 169,744 149,169
Total assets............................ $303,663 $291,349 $303,100 $274,730
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services,
and Other Operations
Accounts payable (principally trade).... $19,177 $17,329 $18,309 $17,254
Loans payable........................... 2,430 2,554 2,208 1,991
Accrued expenses........................ 34,512 32,527 33,252 32,854
Net payable to Financing and Insurance
Operations............................ 1,582 1,182 1,971 1,001
Total current liabilities............. 57,701 53,592 55,740 53,100
Long-term debt.......................... 8,662 8,518 7,410 7,415
Postretirement benefits other than
pensions.............................. 34,109 33,931 34,306 34,166
Pensions................................ 3,111 3,338 3,480 3,339
Other liabilities and deferred income
taxes ................................ 14,791 17,279 15,768 17,426
Total Automotive, Communications
Services, and Other Operations
liabilities......................... 118,374 116,658 116,704 115,446
Financing and Insurance Operations
Accounts payable........................ 6,348 4,611 7,416 4,262
Debt.................................... 133,088 128,164 135,037 122,282
Other liabilities and deferred income
taxes ................................ 15,494 12,161 12,922 11,282
Total Financing and Insurance
Operations liabilities................ 154,930 144,936 155,375 137,826
Minority interests...................... 699 647 707 596
General Motors - obligated mandatorily
redeemable preferred securities of
subsidiary trusts holding solely
junior subordinated debentures of
General Motors
Series D............................ - - - 79
Series G............................ - 139 139 139
Stockholders' equity
$1-2/3 par value common stock (issued,
549,606,968; 536,912,451; 548,181,757
and 619,412,233 shares)............... 916 895 914 1,033
Class H common stock (issued,
876,465,865; 873,646,596 875,286,559
and 411,345,561 shares)............... 88 87 88 14
Capital surplus (principally additional
paid-in capital)...................... 21,114 19,668 21,020 13,794
Retained earnings....................... 10,233 9,816 10,119 6,961
Subtotal.............................. 32,351 30,466 32,141 21,802
Accumulated foreign currency
translation adjustments............... (2,814) (2,252) (2,502) (2,033)
Net unrealized loss on derivatives...... (187) - -
Net unrealized gains on securities...... 355 876 581 996
Minimum pension liability adjustment.... (45) (121) (45) (121)
Accumulated other comprehensive loss.. (2,691) (1,497) (1,966) (1,158)
Total stockholders' equity.......... 29,660 28,969 30,175 20,644
Total liabilities and stockholders'
equity................................ $303,663 $291,349 $303,100 $274,730
================================================================================
Six Months Ended Year Ended
June 30, Dec. 31. Dec. 31,
2001 2000 2000 1999
-------- ------- ------ ------
(dollars in millions)
Income Statement Data (1):
Total net sales and revenues.......... $88,835 $95,601 $184,632 $176,558
------- ------- ------- --------
Cost of sales and other expenses...... 71,691 75,210 145,664 140,708
Selling, general, and administrative
expenses........................... 11,245 10,338 22,252 19,053
Interest expense...................... 4,470 4,586 9,552 7,750
----- ----- ----- -----
Total costs and expenses............ 87,406 90,134 177,468 167,511
------ ------ ------- -------
Income from continuing operations
before Income taxes and minority
interests.......................... 1,429 5,467 7,164 9,047
Income tax expense.................... 512 1,712 2,393 3,118
Equity income/(loss) and minority
interests.......................... (203) (221) (319) (353)
---- ---- ---- ----
Income from continuing operations..... 714 3,534 4,452 5,576
Income from discontinued operations... - - - 426
--- ----- ----- -----
Net income......................... $ 714 $3,534 $4,452 $6,002
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(1) Certain amounts for 1999 and 2000 have been reclassified to conform with
2001 classifications.
USE OF PROCEEDS
All or a substantial portion of the proceeds from the sale of the debt
securities will be lent by GM Nova Scotia to General Motors or its affiliates,
and General Motors or such affiliates will use such proceeds for general
corporate purposes.
DESCRIPTION OF NOTES
General
The notes offered hereby will be issued in aggregate principal amount
initially limited to $750,000,000 pursuant to an indenture dated as of October
__, 2001 among GM Nova Scotia, as issuer, General Motors, as guarantor, and
Citibank, N.A., as trustee, a copy of which is filed as an exhibit to the
registration statement. The following summaries of certain provisions of the
indenture are not complete and are subject to all provisions of the indenture,
including the definition of certain terms. The notes and the guarantees have
been authorized and approved by resolution of GM Nova Scotia's and General
Motors Boards of Directors.
The indenture provides that, in addition to the notes and the guarantees
being offered, additional debt securities and guarantees may be issued without
limitation as to aggregate principal amount, but only as authorized by GM Nova
Scotia's and General Motors Boards 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 mature and be redeemed at par on . The notes will be
redeemable by GM Nova Scotia prior to maturity at prices determined in the
manner described below and also if certain events occur involving Canadian
taxation. See "Optional Redemption" and "Redemption for Tax Reasons." The notes
will bear interest, calculated on the basis of a 360-day year consisting of
twelve 30-day months, from , 2001 at the rate of ___% per annum, payable on and
of each year, the first payment to be made on in respect of the period from to ,
to the person in whose name the notes are registered at the close of business on
the day of the calendar month next preceding such and .
Guarantee
General Motors, in its capacity as guarantor, will guarantee (each, a
"Guarantee") the punctual payment of the principal of, premium, if any, and
interest and all other amounts payable on the notes, when and as the same are
due and payable. Each Guarantee is absolute and unconditional, irrespective of
any circumstance that might otherwise constitute a legal or equitable discharge
of a surety or guarantor. To evidence the Guarantee, a guarantee, executed by
General Motors, will be endorsed on each note. A form of the Guarantee is
attached as Appendix I.
Optional Redemption
The notes will be redeemable at any time, at GM Nova Scotia's option, in
whole or in part, on not less than 30 nor more than 60 days' prior notice, prior
to their maturity at a redemption price equal to the sum of the principal amount
of the notes, the Make-Whole Amount described below and any accrued and unpaid
interest to the date of redemption. Holders of record on a record date that is
on or prior to a redemption date will be entitled to receive interest due on the
interest payment date.
The term "Make-Whole Amount" means, the excess, if any, of (i) the aggregate
present value as of the date of the redemption of principal being redeemed and
the amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable if redemption had not been made, determined by
discounting, on a semiannual basis, the remaining principal and interest at the
Reinvestment Rate described below (determined on the third business day
preceding the date notice of redemption is given) from the dates on which the
principal and interest would have been payable if the redemption had not been
made, to the date of redemption, over (ii) the aggregate principal amount of the
notes being redeemed.
The term "Reinvestment Rate" means ____% plus the arithmetic mean of the
yields under the heading "Week Ending" published in the most recent weekly
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest tenth) corresponding to the remaining life to
maturity, as of the payment date of the principal being redeemed or paid. If no
maturity exactly corresponds to the maturity, yields for the two published
maturities most closely corresponding to the maturity would be so calculated and
the Reinvestment Rate would be interpolated or extrapolated on a straight-line
basis, rounding to the nearest tenth. The most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount will be
used for purposes of calculating the Reinvestment Rate.
The Make-Whole Amount will be calculated by an independent investment
banking institution of national standing appointed by GM Nova Scotia. If GM Nova
Scotia fails to make the appointment at least 45 business days prior to the date
of redemption, or if the institution is unwilling or unable to make the
calculation, the calculation will be made by an independent investment banking
institution of national standing appointed by the trustee.
If the Reinvestment Rate is not available as described above, the
Reinvestment Rate will be calculated by interpolation or extrapolation of
comparable rates selected by the independent investment banking institution.
In the case of any partial redemption, selection of the notes for redemption
will be made by the trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the notes are listed or, if the
notes are not listed on a national securities exchange, by lot or by such other
method as the trustee in its sole discretion deems to be fair and appropriate.
Book-Entry, Delivery and Form
The notes will be offered and sold in principal amounts of U.S. $1,000 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 "Depositary" or "DTC") and registered in the name of Cede & Co., the
Depositary'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
Depositary. Investors may elect to hold interests in the Global Notes through
DTC. Except as set forth below, the Global Notes 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.
The Depositary has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating organizations and to
facilitate the clearance and settlement of securities transactions between
participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
o securities brokers and dealers, including the underwriters named in this
prospectus;
o banks and trust companies;
o clearing corporations; and
o certain other organizations.
Access to the Depositary's 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 the Depositary only
through participants or indirect participants.
The Depositary advises that pursuant to procedures established by it:
o upon issuance of the Global Notes by GM Nova Scotia, the Depositary will
credit the account of participants designated by the underwriters with the
principal amounts of the Global Notes purchased by the underwriters; and
o ownership of beneficial interests in the Global Notes will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary (with respect to participants' interests),
the participants and the indirect participants (with respect to the owners
of beneficial interests in the Global Notes).
The laws of some states require that certain persons take physical delivery
in definitive form of securities which they own. Consequently, the ability to
transfer beneficial interests in the Global Notes is limited to such extent.
As long as the Depositary's nominee is the registered owner of the Global
Notes, such nominee for all purposes will be considered the sole owner or holder
of the notes under the indenture. Except as provided below, you will not:
o be entitled to have any of the notes registered in your name;
o receive or be entitled to receive physical delivery of the notes in
definitive form; or
o be considered the owners or holders of the notes under the indenture.
GM Nova Scotia, General Motors, the trustee, any paying agent and the
Depositary will not have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Principal and interest payments on the notes registered in the name of the
Depositary's nominee will be made by the trustee to the Depositary's nominee as
the registered owner of the Global Notes. Under the terms of the indenture, GM
Nova Scotia, General Motors and the trustee will treat the persons in whose
names the notes are registered as the owners of the notes for the purpose of
receiving payment of principal and interest on the notes and for all other
purposes whatsoever. Therefore, GM Nova Scotia and General Motors do not have,
and neither the trustee nor any paying agent has, any direct responsibility or
liability for the payment of principal or interest on the notes to owners of
beneficial interests in the Global Notes. The Depositary has advised GM Nova
Scotia, General Motors and the trustee that its present practice is, upon
receipt of any payment of principal or interest, to immediately credit the
accounts of the participants with such payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in the Global
Notes as shown on the records of the Depositary. Payments by participants and
indirect participants to owners of beneficial interests in the Global Notes will
be the responsibility of such participants and indirect participants and will be
governed by their standing 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".
Individual certificates in respect of the notes will not be issued in
exchange for the Global Notes, except in very limited circumstances. If the
Depositary is at any time unwilling or unable to continue as depositary and GM
Nova Scotia has not appointed a successor depositary within 90 days, GM Nova
Scotia will issue notes in definitive form in exchange for the Global Notes. In
addition, GM Nova Scotia may at any time determine not to have the notes
represented by the Global Notes and, in such event, will issue notes in
definitive form in exchange for the Global Notes. In either instance, an owner
of a beneficial interest in Global Notes will be entitled to have notes equal in
principal amount to the beneficial interest registered in its name and will be
entitled to physical delivery of the notes in definitive form. Notes so issued
in definitive form will be issued in denominations of U.S. $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.
No service charge will be made for any transfer or exchange of the notes, but GM
Nova Scotia may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Title to book-entry interests in the notes will pass by book-entry
registration of the transfer within the records of DTC, in accordance with its
procedures. Book-entry interests in the notes may be transferred within DTC in
accordance with procedures established for this purpose by 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 Depositary rules.
Further Issues
GM Nova Scotia 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
having Guarantees endorsed thereon. Such further notes may be consolidated and
form a single series with the notes and have the same terms as to status,
redemption or otherwise as the notes.
Payment of Additional Amounts
All payments of principal, premium, if any, and interest, if any, in respect
of the notes will be made without withholding of or deduction for, or on account
of, any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed or levied by or on behalf of the government of Canada or
any political subdivision thereof, or any authority or agency therein or thereof
having power to tax, unless the withholding or deduction of such taxes, duties,
assessments or governmental charges is required by law or the application or
interpretation thereof. If such withholding or deduction is so required, GM Nova
Scotia shall pay (subject to GM Nova Scotia's right of redemption referred to
under "Redemption for Tax Reasons" below) as additional interest such additional
amounts as may be necessary in order that the net amounts received by the
holders of notes after such withholding or deduction shall equal the net payment
in respect of such notes which would have been received by them in respect of
the notes, in the absence of such withholding or deduction; except that no
additional amounts shall be payable with respect to any note presented for
payment:
(a) by or on behalf of a holder (i) that is not a "Non-Canadian Person"
as defined under the heading "Taxation-Canadian Federal Taxation" or (ii) in
respect of whom such taxes, duties, assessments or governmental charges are
required to be withheld or deducted by reason of such holder failing to
comply with any certification or information reporting as may be required
under Canadian income tax law to qualify for an exemption from such deduction
or withholding;
(b) more than 10 days after the later of (a) the date on which payment
in respect of the notes becomes due and payable or (b) if the full amount of
monies payable on such date has not been received by the trustee on or prior
to such date, the date on which notice that such monies have been received is
published, except to the extent that the holder thereof would have been
entitled to such additional amounts on presenting such note for payment on
the last day of such period of 10 days.
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 "Redemption for Tax Reasons", GM Nova Scotia
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.
Redemption for Tax Reasons
If, as a result of-
o any change or proposed change in or amendment or proposed amendment
to the laws (including any regulations or rulings promulgated
thereunder) of Canada or any political subdivision thereof or
therein affecting taxation, or in or to the income tax treaty
between the United States and Canada which becomes effective after
the date of this prospectus or which proposal is made after such
date,
o any change in the official application or interpretation of such
laws or such treaty, including any official proposal for such a
change, amendment or change in the application or interpretation of
such laws or such treaty, which change, amendment, application or
interpretation is announced or becomes effective after the date of
this prospectus or which proposal is made after such date, or
o any action taken or proposed to be taken by any taxing authority of
Canada which action or proposed action is taken or becomes generally
known after the date of this Prospectus,
there is, in the written opinion of independent legal counsel of recognized
standing to GM Nova Scotia, a material increase in the probability that GM Nova
Scotia has or may become obligated to pay additional amounts (as described above
under "Payment of Additional Amounts"), and GM Nova Scotia in its business
judgment, determines that such obligation cannot be avoided by the use of
reasonable measures available to it, the notes may be redeemed, as a whole but
not in part, at GM Nova Scotia'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 but excluding
the date fixed for redemption.
Certain Covenants of General Motors
DEFINITIONS APPLICABLE TO COVENANTS. The following definitions shall b
applicable to the covenants of General Motors in the indenture in its capacity
as guarantor:
(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 General Motors), 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 General Motors 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 General Motors 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 General Motors or others or which
is principally engaged in financing General Motors 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 General Motors 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 General Motors 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 General Motors, or by one or more
Subsidiaries, or by General Motors and one or more Subsidiaries.
LIMITATION ON LIENS. For the benefit of the notes, General Motors 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 General
Motors 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 guarantees (together
with, if General Motors shall so determine, any other indebtedness of General
Motors or such Manufacturing Subsidiary ranking equally with the guarantees and
then existing or thereafter created) shall be secured equally and ratably with
such secured Debt, unless the aggregate amount of Debt issued or assumed and so
secured by Mortgages, together with all other Debt of General Motors 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 General Motors and its consolidated subsidiaries, as determined in accordance
with accounting principles generally accepted in the U.S. and shown on the
audited consolidated balance sheet contained in the latest published annual
report to the stockholders of General Motors.
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 General Motors 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 General Motors 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 General Motors or a Manufacturing Subsidiary of
improvements to such acquired property;
(iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to
General Motors or to another Subsidiary;
(iv) Mortgages on property of a corporation existing at the time such
corporation is merged or consolidated with General Motors 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
General Motors or a Manufacturing Subsidiary;
(v) Mortgages on property of General Motors 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).
LIMITATION ON SALE AND LEASE-BACK. For the benefit of the notes, General Motors
will not, nor will it permit any Manufacturing Subsidiary to, enter into any
arrangement with any person providing for the leasing by General Motors or any
Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned
by General Motors or any Manufacturing Subsidiary on the date that the notes are
originally issued (except for temporary leases for a term of not more than five
years and except for leases between General Motors and a Manufacturing
Subsidiary or between Manufacturing Subsidiaries), which property has been or is
to be sold or transferred by General Motors or such Manufacturing Subsidiary to
such person, unless either:
(i) General Motors 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 guarantees; 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) General Motors 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 General Motors or any
Manufacturing Subsidiary (other than Debt owned by General Motors 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.
Defeasance
The indenture provides that either GM Nova Scotia or General Motors, in its
capacity as guarantor, may, at its option, (a) discharge its indebtedness and
its obligations under the indenture with respect to the notes or (b) not comply
with certain covenants contained in the indenture with respect to the notes, in
each case by depositing trust funds or obligations guaranteed by the United
States of America with the trustee sufficient to pay and discharge the entire
indebtedness of all outstanding notes. Such defeasance is subject to other
conditions including receipt of a tax opinion to the effect that the holders of
the notes will not recognize income, gain or loss for United States Federal
income tax purposes as a result of such defeasance and will be subject to United
States Federal income tax on the same amounts and in the same manner and at the
same times, as would have been the case if such defeasance had not occurred.
Merger and Consolidation; Assumption
The indenture provides that neither GM Nova Scotia nor General Motors, will
merge or consolidate with another corporation or sell or convey all or
substantially all of its assets unless either GM Nova Scotia or General Motors,
as the case may be, is the continuing corporation or the new corporation shall
expressly assume the interest and principal, or guarantee as the case may be,
and all other amounts due under the notes or guarantees. In either case, the
indenture provides that neither GM Nova Scotia nor General Motors, as the case
may be, nor any successor companies may be in default of performance immediately
after a merger or consolidation. Additionally, the indenture provides that in
the case of any such merger or consolidation, either GM Nova Scotia or its
successor companies may continue to issue securities under the indenture.
General Motors or any wholly-owned subsidiary of General Motors organized and
existing under United States or Canadian law may, without merging or
consolidating with or acquiring all or substantially all of the assets of GM
Nova Scotia, assume the due and punctual payment of the principal, interest and
any additional amounts on all the notes. If the assuming corporation is not
General Motors, then General Motors shall unconditionally guarantee payment of
the obligations assumed as fully and to the same extent as it guarantees the
obligation prior to assumption. Such assumption is subject to other conditions
including receipt of a tax opinion to the effect that the holders of the notes
will not recognize income, gain or loss for United States Federal income tax
purposes as a result of such assumption and will be subject to United States
Federal income tax on the same amounts and in the same manner and at the same
times, as would have been the case if such assumption had not occurred.
Modification of the Indenture
The indenture contains provisions permitting GM Nova Scotia, General Motors
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 aggregate 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:
o 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 thereon, or make the principal of or interest
thereon payable in any coin or currency other than so provided in the debt
securities, without the consent of the holder of each debt security so
affected; or
o reduce the aforesaid percentage of debt securities, the consent of the
holders of which is required for any such modification, without the
consent of the holders of all debt securities then outstanding under the
indenture.
Events of Default
An event of default with respect to any series of debt securities issued
subject to the indenture is defined in the indenture as being:
o default in payment of any principal or premium, if any, on such series;
o default for 30 days in payment of any interest (including Additional
Amounts) on such series;
o default for 90 days after notice in performance of any other covenant in the
indenture; or
o certain events of bankruptcy, insolvency or reorganization.
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 as set out in the first, second and third items listed above
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 as set out in the
fourth item listed above 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 (including Additional Amounts) on such debt security for which payment
had not been subsequently made. GM Nova Scotia and General Motors are each
required to file with the trustee annually an Officers' Certificate as to the
absence of certain defaults under the terms 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, if it
considers it in the interest of the securityholders to do so.
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 or security.
Subject to such provisions for the indemnification of the trustee and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
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.
Concerning the Trustee
Citibank, N.A. is the trustee under the indenture. It is also trustee under
various indentures covering outstanding notes and debentures of General Motors.
Citibank, N.A. and its affiliates act as depositary for funds of, make loans to,
act as trustee and perform certain other services for, certain of General Motors
affiliates and General Motors in the normal course of its business. As trustee
of various trusts, it has purchased securities of General Motors and those of
certain of its affiliates.
TAXATION
Canadian Federal Taxation
The following summary describes the material Canadian federal tax
consequences of ownership and disposition of the notes generally applicable to a
holder who acquires the notes in this offering. This summary is based upon the
provisions of the Income Tax Act (Canada) (the "Canadian Tax Act") in force on
the date hereof and the regulations adopted thereunder (the "Regulations"),
proposed amendments to the Act and the Regulations publicly announced by or on
behalf of the Minister of Finance (Canada) prior to the date of this prospectus
and the current published administrative practices and policies of the Canada
Customs and Revenue Agency, changes to any of which subsequent to the date of
this prospectus may affect the tax consequences described herein, possibly with
retroactive effect. This summary does not otherwise take into account or
anticipate any other changes in law or administrative practice, whether by
legislative, governmental or judicial action, nor does it take into account
foreign income tax considerations. This summary does not discuss all of the
Canadian federal tax considerations that may be relevant to a holder in light of
the holder's particular circumstances. It is of a general nature only and is
not, and should not be construed to be, advice to any particular holder of
notes. Persons considering the purchase of notes should consult their own tax
advisors with regard to the application of the Canadian federal tax laws to
their particular situation, as well as any tax consequences arising under the
laws of any provincial or non-Canadian taxing jurisdiction.
For purposes of the following discussion, "Non-Canadian person" means a
beneficial owner of a note that, for purposes of the Canadian Tax Act:
o is not (and is not deemed to be) a resident of Canada,
o deals at arm's length with GM Nova Scotia,
o does not use or hold and is not deemed to use or hold the notes in, or in
the course of, carrying on business in Canada, and
o in the case of a person who carries on an insurance business in
Canada and elsewhere, establishes that the notes are not "designated
insurance property" and are not effectively connected with such
insurance business carried on in Canada.
Interest and Other Payments
A Non-Canadian holder will not be subject to Canadian federal tax (including
withholding tax) on the payment of interest, premium or principal on the notes.
Dispositions
Gains realized on the disposition or deemed disposition of a note by a
Non-Canadian holder will not be subject to Canadian federal tax.
United States Federal Income Taxation
The following summary describes the material United States federal income 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 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, and does not apply to holders that are not "United
States persons" (as defined below) 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 tax laws to their particular situations as well as any tax consequences
arising under the laws of any state, local or foreign taxing jurisdiction.
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 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
United States source 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.
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.
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).
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 Nova Scotia, General Motors, its agent, a broker, or any
paying agent, as the case may be, will be required to withhold from any payment
tax at the rates specified in the Code 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.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated October __, 2001 (the "Underwriting Agreement'), GM Nova Scotia has agreed
to sell, and General Motors has agreed to guarantee, to each of the underwriters
named below, and each of the underwriters, for whom Goldman, Sachs & Co. is
acting as representative (the "Representative"), 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.
Principal Amount
Underwriters of Notes
------------ --------
Goldman, Sachs & Co.................. $
$
Total............................ $ 750,000,000
================================================================================
The Representative has advised GM Nova Scotia and General Motors that the
underwriters propose initially to offer the notes to the public at the offering
price set forth on the cover page of this prospectus and to certain dealers at
such price less a concession not in excess of ___% of the principal amount of
the notes. After the initial public offering, the public offering price and
concession may be changed.
GM Nova Scotia and General Motors have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
The notes are a new issue of securities with no established trading market.
GM Nova Scotia and General Motors have been advised by the representative that
the Underwriters intend to make a market in the notes but are not obligated to
do so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the notes.
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.
John H. Bryan, a director of Goldman, Sachs Group Inc., of which Goldman,
Sachs & Co. is a direct wholly owned subsidiary, is a director of General
Motors. 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 Nova Scotia,
General Motors and certain of their affiliates.
LEGAL OPINIONS
The validity of the notes offered in this prospectus will be passed upon for
GM Nova Scotia and General Motors by Martin I. Darvick, Esq., an attorney on
General Motors Legal Staff and for the underwriters by Davis Polk & Wardwell.
Mr. Darvick and Davis Polk & Wardwell will rely on Stewart McKelvey Stirling
Scales as to matters of Nova Scotia law. Mr. Darvick owns shares and holds
options to purchase shares of General Motors common stock, $1-2/3 par value and
owns shares of General Motors Class H common stock, $0.10 par value. Davis Polk
& Wardwell acts as counsel to the Executive Compensation Committee of the
General Motors Board of Directors and has acted as counsel to General Motors and
certain of its affiliates in various matters.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from General Motors Annual
Report on Form 10-K for the year ended December 31, 2000 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
Appendix I
Form of Guarantee
General Motors Corporation (the "Guarantor") hereby unconditionally
guarantees to the holder of this Note duly authenticated and delivered by the
Trustee, the due and punctual payment of the principal, and premium, if any, of,
and interest (together with any Additional Amounts payable pursuant to the terms
of this Note), on this Note, when and as the same shall become due and payable,
whether at maturity or upon redemption or upon declaration of acceleration or
otherwise according to the terms of this Note and of the Indenture. In case of
default by General Motors Nova Scotia Finance Company (the "Issuer") in the
payment of any such principal, interest (together with any Additional Amounts
payable pursuant to the terms of this Note), the Guarantor agrees duly and
punctually to pay the same. The Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional irrespective of any extension of
the time for payment of this Note, any modification of this Note, any
invalidity, irregularity or unenforceability of this Note or the Indenture, any
failure to enforce the same or any waiver, modification or indulgence granted to
the Issuer with respect thereto by the holder of this Note or the Trustee, or
any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Issuer, any right to require a demand or proceeding
first against the Issuer, protest or notice with respect to this Note or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this guarantee will not be discharged as to this Note except by payment in full
of the principal of, and interest (together with any Additional Amounts payable
pursuant to the terms of this Note), thereon.
The Guarantor irrevocably waives any and all rights to which it may be
entitled, by operation of law or otherwise, upon making any payment hereunder
(i) to be subrogated to the rights of a Holder against the Issuer with respect
to such payment or otherwise to be reimbursed, indemnified or exonerated by the
Issuer in respect thereof or (ii) to receive any payment, in the nature of
contribution or for any other reason, from any other obligor with respect to
such payment.
This guarantee shall not be valid or become obligatory for any purpose with
respect to this Note until the certificate of authentication on this Note shall
have been signed by the Trustee.
This guarantee is governed by the laws of the State of New York.
IN WITNESS WHEREOF, General Motors Corporation has caused this guarantee to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
GENERAL MOTORS CORPORATION
By:
-----------------------------------
By:
-----------------------------------
===================================== ====================================
No dealer, salesperson or other
person is authorized to give any
information or to represent
anything not contained in this $750,000,000
prospectus. You must not rely on
any unauthorized information or
representations. This prospectus
is an offer to sell only the notes [General Motors Logo]
offered hereby, but only under
circumstances and in jurisdictions
where it is lawful to do so. The
information contained in this
prospectus is current only as of
its date. % Guaranteed Notes due
guaranteed absolutely and
---------------------------- unconditionally by
General Motors Corporation
TABLE OF CONTENTS
Page
About This Prospectus........ 1
Principal Executive Offices.. 1
Where You Can Find More
Information.............. 1
Incorporation of Certain
Documents by Reference .. 1
Description of GM Nova Scotia 2
Description of General Motors ---------------------------
Corporation.............. 2
General Motors Ratio of PROSPECTUS
Earnings to Fixed Charges 3
Consolidated Capitalization ---------------------------
of General Motors........ 3
Selected Consolidated
Financial Data of General
Motors................... 4
Use of Proceeds.............. 5
Description of Notes......... 6
Taxation.................... 13
Underwriting................ 16
Legal Opinions.............. 16
Experts..................... 16
Goldman, Sachs & Co.
APPENDICES
Appendix I - Form of Guarantee
=================================== ====================================
II-6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the Registration Statement:
Securities and Exchange Commission registration fee..... $187,500
Fees and expenses of Trustee............................
Printing Registration Statement, Prospectus
and other documents..................................
Accountants' fees.......................................
Rating Agencies' fees...................................
Miscellaneous expenses..................................
Total................................................
Item 15. Indemnification of Directors and Officers
General Motors
Under Section 145 of the Delaware Corporation Law, General Motors is
empowered to indemnify its directors and officers in the circumstances therein
provided.
General Motors Certificate of Incorporation, as amended, provides that no
director shall be personally liable to General Motors or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to General
Motors, or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or any successor provision thereto, of the Delaware Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Under Article V of its By-Laws, General Motors shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of General Motors, or is
or was serving at the request of General Motors as a director, officer,
employee, fiduciary or member of any other corporation, partnership, joint
venture, trust, organization or other enterprise. General Motors shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the Board of Directors of General
Motors. General Motors shall pay the expenses of directors and officers incurred
in defending any proceeding in advance of its final disposition ("advancement of
expenses"); provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under Article V of the By-Laws or
otherwise. If a claim for indemnification or advancement of expenses by an
officer or director under Article V of the By-Laws is not paid in full within
ninety days after a written claim therefor has been received by General Motors,
the claimant may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action General Motors shall have the burden
of proving that the claimant was not entitled to the requested indemnification
or advancement of expenses under applicable law. The rights conferred on any
person by Article V of the By-Laws shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, provision of
General Motors Certificate of Incorporation or By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.
General Motors is insured against liabilities which it may incur by reason of
Article V of its By-Laws. In addition, directors and officers are insured, at
General Motors expense, against some liabilities which might arise out of their
employment and not be subject to indemnification under Article V of the By-Laws.
Pursuant to a resolution adopted by General Motors Board of Directors on
December 1, 1975, General Motors to the fullest extent permissible under law
will indemnify, and has purchased insurance on behalf of, directors or officers
of General Motors and its subsidiaries, including GM Nova Scotia, or any of
them, who incur or are threatened with personal liability, including expenses,
under the Employee Retirement Income Security Act of 1974, as amended, or any
amendatory or comparable legislation or regulation thereunder.
GM Nova Scotia
Under the applicable Canadian law, GM Nova Scotia is permitted to indemnify
its officers and directors on terms acceptable to the shareholders. The Articles
of Association of GM Nova Scotia provide that no director or officer, former
director or officer, or person who acts or acted at GM Nova Scotia's request, as
a director or officer of GM Nova Scotia, a body corporate, partnership or other
association of which GM Nova Scotia is or was a shareholder, partner, member or
creditor, in the absence of any dishonesty on such person's part, shall be
liable for the acts, receipts, neglects or defaults of any other director,
officer or such person, or for joining in any receipt or other act for
conformity, or for any loss, damage or expense of any kind which happens in the
execution of the duties of such person or in relation thereto. The Articles of
Association of GM Nova Scotia also provide that no director or officer, former
director or officer, or person who acts or acted at GM Nova Scotia's request, as
a director or officer of GM Nova Scotia, a body corporate, partnership or other
association of which GM Nova Scotia is or was a shareholder, partner, member or
creditor, and the heirs and legal representatives of such person, in the absence
of any dishonesty on the part of such person, shall be indemnified by GM Nova
Scotia against, and it shall be the duty of the directors out of the funds of GM
Nova Scotia to pay, all costs, losses and expenses, including an amount paid to
settle an action or claim or satisfy a judgment, that such director, officer or
person may incur or become liable to pay in respect of any claim made against
such person or civil, criminal or administrative action or proceeding to which
such person is made a party by reason of being or having been a director or
officer of GM Nova Scotia or such body corporate, partnership or other
association, whether GM Nova Scotia is a claimant or party to such action or
proceeding or otherwise; and the amount for which such indemnity is proved shall
immediately attach as a lien on the property of GM Nova Scotia and have priority
as against the shareholders over all other claims. As a subsidiary of General
Motors, GM Nova Scotia is insured against liabilities which it may incur by
reason of the foregoing provisions of its Articles of Association and directors
and officers of GM Nova Scotia are insured against some liabilities which might
arise out of their employment and not be subject to the indemnification
contained in the Articles of Association of GM Nova Scotia as previously
described.
Item 16. Exhibits
*1 -- Form of proposed Underwriting Agreement
4(a) -- Form of Indenture, dated as of October __, 2001 among GM Nova Scotia,
General Motors and Citibank, N.A., as trustee
4(b) -- Form of Guarantee between GM Nova Scotia and General Motors, as
Guarantor (included in Exhibit 4(a))
4(c) -- Form of Note (included in Exhibit 4(a))
5(a) -- Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal Staff
of General Motors
5(b) -- Opinion and Consent of Stewart McKelvey Stirling Scales
12 -- Computation of Ratio of Earnings to Fixed Charges
23(a) -- Independent Auditors' Consent
23(b) -- Consent of Counsel (included in Exhibit 5)
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Citibank, N.A.
----------------------
* To be filed by amendment
Item 17. Undertakings
(a) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrants hereby further undertake that, for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective and each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of the registrants
pursuant to the provisions discussed in Item 15 above, or otherwise, the
registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director or officer of the
registrants in the successful defense of any action, suit or proceeding) is
asserted by such director or officer in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General Motors
Nova Scotia Finance Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Province of Ontario, on October 2, 2001.
GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY
By:/s/ Sharon Y. Pentz
----------------------------
Sharon Y. Pentz
Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sharon Y. Pentz and Neil J. Macdonald, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and any and
all additional registration statements pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agents full power and
authority to do and perform each and every act in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them or their
or his or her substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on October 2, 2001 by the following persons in the
capacities indicated.
Signature Title
--------- -----
/s/ Sharon Y. Pentz Chief Executive Officer,
-------------------- Chief Financial Officer,
Sharon Y. Pentz Principal Accounting Officer and Director
/s/ Neil J. Macdonald Director
---------------------
Neil J. Macdonald
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General Motors
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on October 2, 2001.
GENERAL MOTORS CORPORATION
/s/JOHN F. SMITH, JR.
-----------------------------------
(John F. Smith, Jr., Chairman
of the Board of Directors)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on October 2, 2001 by the following persons in the
capacities indicated.
Signature Title
/s/JOHN F. SMITH, JR. Chairman of the Board of Directors
--------------------------
(John F. Smith, Jr.)
/s/G. RICHARD WAGONER, JR. President and Chief Executive Officer
--------------------------
(G. Richard Wagoner, Jr.)
/s/JOHN M. DEVINE Vice Chairman and )
-------------------------- Chief Financial Officer )
(John M. Devine) )Principal
)Financial
)Officers
/s/ERIC A. FELDSTEIN Vice President Finance )
-------------------------- and Treasurer )
(Eric A. Feldstein) )
/s/WALLACE W. CREEK Controller )
-------------------------- )
(Wallace W. Creek) )Principal
)Accounting
)Officers
/s/PETER R. BIBLE Assistant Controller and )
-------------------------- Chief Accounting Officer )
(Peter R. Bible) )
SIGNATURES (continued)
Signature Title
--------- -----
Director
--------------------------
(Percy Barnevik)
/s/JOHN H. BRYAN Director
--------------------------
(John H. Bryan)
/s/THOMAS E. EVERHART Director
--------------------------
(Thomas E. Everhart)
/s/GEORGE M. C. FISHER Director
--------------------------
(George M.C. Fisher)
Director
--------------------------
(Nobuyuki Idei)
/s/ KAREN KATEN Director
--------------------------
(Karen Katen)
/s/J. WILLARD MARRIOTT, JR. Director
--------------------------
(J. Willard Marriott, Jr.)
/s/E. STANLEY O'NEAL Director
--------------------------
(E. Stanley O'Neal)
/s/ECKHARD PFEIFFER Director
--------------------------
(Eckhard Pfeiffer)
/s/LLOYD D. WARD Director
--------------------------
(Lloyd D. Ward)
*An asterisk denotes execution by [name of attorney-in-fact],
as attorney-in-fact
EXHIBIT INDEX
EXHIBITS
*1 -- Form of proposed Underwriting Agreement
4(a) -- Form of Indenture, dated as of October __, 2001, among GM Nova Scotia,
General Motors and Citibank, N.A., as trustee
4(b) Form of Guarantee between GM Nova Scotia and General Motors, as
Guarantor (included in Exhibit 4(a))
4(c) -- Form of Note (included in Exhibit 4(a))
5(a) -- Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal Staff
of General Motors
5(b) -- Opinion and Consent of Stewart McKelvey Stirling Scales
12 -- Computation of Ratio of Earnings to Fixed Charges
23(a) -- Independent Auditors' Consent
23(b) -- Consent of Counsel (included in Exhibit 5)
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Citibank, N.A.
----------------------
* To be filed by amendment.