Motors Liquidation Co – ‘S-3MEF’ on 2/28/02

On:  Thursday, 2/28/02   ·   Effective:  2/28/02   ·   Accession #:  40730-2-19   ·   File #:  333-83514

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Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Additional Registration                                4     25K 
 2: EX-5        Legal Consent                                          3±    16K 
 3: EX-23       Auditor's Consent                                      1      6K 

S-3MEF   —   Additional Registration
Document Table of Contents

S-3MEF
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 As filed with the Securities and Exchange Commission on February 28, 2002
                                                        No. 333-
=============================================================================   

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ---------------

FORM S-3

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 ---------------

General Motors Corporation
General Motors Nova Scotia Finance Company
(Exact name of registrant as specified in its charter)

 Delaware                               38-0572515
A Nova Scotia Unlimited Liability                   38-0572515            
              Company                   (I.R.S. Employer Identification No.)
(State or other jurisdiction of                                         
incorporation or organization)                                        

300 Renaissance Center                  1908 Colonel Sam Drive
Detroit, Michigan 48265-3000               Oshawa, Ontario L1H8P7   
(313) 556-5000                          (905) 644-5000

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
 ---------------

Peter R. Bible, Chief Accounting Officer    Sharon Y. Pentz, Chief Executive    
General Motors Corporation                       Officer,         
        300 Renaissance Center           Chief Financial Officer and Principal
Detroit, Michigan 48265-3000                 Accounting Officer     
          (313) 556-5000                General Motors Nova Scotia Finance
                                         Company
                                        1908 Colonel Sam Drive
                                        Oshawa, Ontario L1H8P7
                                        (905) 644-5000

(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
 ---------------

Copies of all communications, including communications sent to agent for
service, should be sent to: 

  Martin I. Darvick, Esq.        Fraser MacFadyen      Francis, J. Morison, Esq.
General Motors Corporation  Stewart McKelvey Stirling    Davis Polk & Wardwell  
300 Renaissance Center             Scales               450 Lexington Avenue
    Detroit, Michigan         900-1959 Upper Water    New York, New York 10017
  48265-3000                    Street                (212) 450-4000
(313) 556-5000        Halifax, Nova Scotia B3J2X2                   

      Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.             
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, check the following box.  X                                            
     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. X  No. 333-75534        
      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. ___                                        

 CALCULATION OF REGISTRATION FEE

============================================================================    
          Proposed Maximum
Title of Each Class of Securities   Aggregate Offering         Amount of        
    to be Registered           Price (1)(2)(3)(4)     Registration Fee
----------------------------------------------------------------------------    
Debt Securities of GM............      $625,000,000             $57,500         
Preferred   Stock  (without   par                                               
value) of GM.....................                                               
Preference Stock (par value $0.10                                               
per share) of GM.................                                               
Common  Stock  (par  value $1-2/3                                               
per share) of GM.................                                               
Depositary Shares of GM (5)......                                               
Warrants of GM...................                                               
Units of GM......................                                               
Debt Securities of GM Nova Scotia                                               
Guarantees of Debt Securities of                                                
GM Nova Scotia (6)...............                                               
=============================================================================== 

(1) This Registration Statement also covers such indeterminate number of shares 
of Preferred Stock, Preference Stock and Common Stock of GM as shall be 
issuable or deliverable upon conversion of any Debt Securities,         
Preferred Stock or Preference Stock of GM registered hereby which are   
convertible into such Preferred Stock, Preference Stock or Common Stock.
(2) Or, if any Debt Securities of GM or GM Nova Scotia (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
   $625,000,000 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 not in excess of $625,000,000 or (c) are
    issued with their principal amount payable at maturity to be determined with
    reference to currency exchange rate or other index, such principal amount as
shall result in an aggregate initial offering price of $625,000,000.    
(3) Not specified as to each class of securities to be registered, pursuant to  
 General Instruction II.D of Form S-3 under the Securities Act of 1933, as
amended. The proposed maximum offering price per unit will be determined
 from time to time by a Registrant in connection with, and at the time of,
the issuance by such Registrant of the securities registered hereunder. 
(4) Estimated  solely for the purpose of calculating the  registration  fee     
pursuant to Rule 457(o).                                                
(5) Depositary shares representing Preferred Stock or Preference Stock of GM.   
(6) No Proceeds will be received by GM for the Guarantees.                      

The Registration Statement shall become effective upon filing with the  
Securities and Exchange Commission in accordance with Rule 462(b) under the     
Securities Act of 1933, as amended.                                             

=============================================================================== 

S-3MEF
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 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration        
Statement on Form S-3 (File No. 333-75534) filed by General Motors Corporation  
and General Motors Nova Scotia Finance Company (the "Earlier Registration       
Statement") with the Securities and Exchange Commission (the "Commission") on   
December 20, 2001, which was declared effective by the Commission on January 2, 
2002, including the exhibits thereto, are incorporated by reference into this   
Registration Statement.                                                         

 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.   Exhibits.                                                            

Reference is made to the attached Exhibit Index.                    

S-3MEF
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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
General Motors Corporation 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 on Form S-3 to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the City of Detroit, State of        
Michigan, on February 28, 2002.                                                 

                  GENERAL MOTORS CORPORATION

           By:               *
                                      --------------------------------------
                  (John F. Smith, Jr.,
                                   Chairman of the Board of Directors)

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities indicated on February 28, 2002:                                      

Signatures                                 Capacity             
----------                                 --------             

      *                             Chairman of the Board of Directors
----------------------------                                                    
(John F. Smith, Jr.)                                                        

          *                             President, Chief Executive Officer and
----------------------------             Director                               
(G. Richard Wagoner, Jr.)                                                     

     *                             Vice Chairman and Chief Financial
----------------------------             Officer(1)                             
(John M. Devine)                                                        

   *                             Vice President and Treasurer(1)
----------------------------                                                    
(Eric A. Feldstein)                                                       

*                             Controller(2)               
----------------------------                                                    
(Wallace W. Creek)                                                        

  *                             Assistant Controller and Chief
----------------------------             Accounting Officer (2)                 
(Peter R. Bible)                                                        

*                             Director                    
----------------------------                                                    
(Percy N. Barnevik)                                                       

*                             Director                    
----------------------------                                                    
(John H. Bryan)                                                       

*                             Director                    
----------------------------                                                    
(Thomas E. Everhart)                                                      

*                             Director                    
----------------------------                                                    
(George M.C. Fisher)                                                        

*                             Director                    
----------------------------                                                    
(Nobuyuki Idei)                                                       

*                             Director                    
----------------------------                                                    
(Karen Katen)                                                         

          Director
----------------------------                                                    
(Alan G. Lafley)                                                      

*                             Director                    
----------------------------                                                    
(J. Willard Marriott, Jr.)                                                    

*                             Director                    
----------------------------                                                    
(E. Stanley O'Neal)                                                       

*                             Director                    
----------------------------                                                    
(Eckhard Pfeiffer)                                                      

*                             Director                    
----------------------------                                                    
(Lloyd D. Ward)                                                         

(1)  Denotes the Principal Financial Officers.                                
(2)  Denotes the Principal Accounting Officers.                               

    *The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Power of Attorney executed by each of the
above-named officers and directors of General Motors Corporation and previously 
filed with the Securities and Exchange Commission on behalf of such officers and
directors as part of the Earlier Registration Statement.                        

By:    /s/ Martin I. Darvick                                        
-----------------------------------                                             
Martin I. Darvick                             

SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
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 on Form S-3 to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the Province of        
Ontario, on February 28, 2002.                                                  

Pursuant to the requirements of the Securities Act of 1993, this    
Registration Statement has been signed on February 28, 2002 by the following    
persons in the capacities indicated.                                            

Signatures                                 Capacity             
----------                                 --------             

*                         Chief Executive Officer,
----------------------------             Chief Financial Officer,               
(Sharon Y. Pentz)                Principal Accounting Officer   
              and Director

/s/ Neil J. Macdonald               Director                          
----------------------------                                                    
(Neil J. Macdonald)                                             

    *The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Power of Attorney executed by the        
above-named officer and director of General Motors Nova Scotia Finance Company  
and previously filed with the Securities and Exchange Commission on behalf of   
such officer and director as part of the Earlier Registration Statement.        

By:    /s/ Neil J. Macdonald                                        
-----------------------------------                                             
Neil J. Macdonald                             

S-3MEF
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 EXHIBIT INDEX

Exhibit No.                Description                            
-----------                -----------                            

5.1        Opinion of Counsel.                            
23.1        Consent of Counsel (included in Exhibit 5.1).   
23.2        Consent of Deloitte & Touche.                   
24.1*       Powers of Attorney.                             

 * Incorporated by reference to the Earlier Registration Statement
(File No. 333-75534)                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		2/28/02		1		3			425,  8-A12B
		1/2/02		2
		12/20/01		2					S-3
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