AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2002
REGISTRATION NO. 333-45104
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 38-0572515
------------------------------ ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
300 RENAISSANCE CENTER
DETROIT, MICHIGAN 48265-3000
(313) 556-5000
(Address, Including Zip Code, and Telephone Number, Including
Area Code,of Registrant's Principal Executive Offices)
------------------------------
PETER R. BIBLE
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 556-5000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
--------------------------------------
Copies to:
ROBERT L. MESSINEO, ESQ. WARREN G. ANDERSEN, ESQ.
WEIL, GOTSHAL & MANGES LLP GENERAL MOTORS CORPORATION
767 FIFTH AVENUE 300 RENAISSANCE CENTER
NEW YORK, NEW YORK 10153 DETROIT, MICHIGAN 48265
(212) 310-8000 (313) 665-4921
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Not applicable
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [ ]
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. [ ]
This Post-Effective Amendment shall become effective in accordance
with Section 8(c) of the Securities Act of 1933, on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
On September 1, 2000, we filed a registration statement on Form S-3
(No. 333-45104) covering a total of 42,000,000 shares of our common stock, par
value $1-2/3 per share -- (i) 32,053,422 shares to be sold from time to time by
a selling stockholder, Fiat Auto Partecipazioni S.p.A. and (ii) 9,946,578 shares
that we may issue from time to time to settle certain derivative transactions.
In accordance with the undertaking contained in the registration
statement pursuant to Item 512(a)(3) of Regulation S-K, we are filing this
post-effective amendment to remove from registration all of the 42,000,000
shares, which remain unsold under the registration statement as of the date
hereof. We are deregistering the 32,053,422 shares to be sold by the selling
stockholder because our obligation to maintain the effectiveness of the
registration statement with respect to such shares pursuant to the terms of the
registration rights agreement, dated as of July 24, 2000, between us, Fiat Auto
Partecipazioni S.p.A. and Fiat S.p.A., has expired. We are also deregistering
the 9,946,578 shares that we may issue from time to time to settle certain
derivative transactions.
[The remainder of this page is intentionally left blank.]
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and Rule 478(a)(4) thereunder, the registrant 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 Post-Effective Amendment No. 1 to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit, State of Michigan, on November 22,
2002.
GENERAL MOTORS CORPORATION
By: Peter R. Bible
-----------------------------------
Peter R. Bible
Chief Accounting Officer
Agent for Service
II-1