-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcjlzBloxcqKG+33qTGA6ciUho10zhM9c3bcwqq4fN20PlNqfJZpTwK7V1aoTrew BwAWuB6kmFbClDh5q3RWXQ== 0000040730-03-000127.txt : 20031027 0000040730-03-000127.hdr.sgml : 20031027 20031027130758 ACCESSION NUMBER: 0000040730-03-000127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031026 ITEM INFORMATION: Other events FILED AS OF DATE: 20031027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00043 FILM NUMBER: 03958031 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 8-K 1 fiat.txt PRESS RELEASE ON FIAT AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 =============================================================================== FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 26, 2003 GENERAL MOTORS CORPORATION -------------------------- (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 38-0572515 ----------------- ---------- (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 300 Renaissance Center, Detroit, Michigan 48265-3000 ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (313) 556-5000 -------------- ITEM 5. OTHER ITEMS General Motors Corporation issued the following press release on Sunday, October 26, 2003. Fiat and General Motors Announce Agreements Relating to Their Strategic Alliance DETROIT/TURIN- Fiat S.p.A. (NYSE: FIA) and General Motors Corp. (NYSE: GM, GMH) announced today certain agreements relating to their ongoing strategic alliance. The first agreement shifts the put period by one year, from January 24, 2004 to July 24, 2009 of the Master Agreement, to January 24, 2005 to July 24, 2010. The second agreement precludes the parties from initiating legal proceedings relating to the Master Agreement until December 15, 2004, while preserving their respective rights. General Motors and Fiat continue to believe that the joint ventures between Fiat Auto and General Motors are working well, generating synergies, and that both parties would like to see expanded cooperation. General Motors has alleged that the sale of certain assets of the retail financing business of Fiat Auto and the capital increase of Fiat Auto Holdings, carried out by Fiat, constitute breaches of the Master Agreement entitling General Motors to terminate the Master Agreement and with it the put option. Fiat contends that both of these transactions were wholly proper and did not violate the Master Agreement or any of General Motors' rights. Fiat regards the put option as effective and exercisable in accordance with the provisions of the Master Agreement. The Amendment and the Standstill Agreements have been executed in the context of ongoing discussions between Fiat and General Motors regarding the re-defining of the structure of the strategic alliance in order to permit their industrial cooperation to continue constructively and resolve both parties' concerns. The Board of Directors of Fiat S.p.A., chaired by Mr. Umberto Agnelli, has authorized today the entering into the above mentioned agreements. The text of both agreements and of the Master Agreement are available on www.fiatgroup.com and http://media.gm.com. Attachments GM-Fiat Standstill Agreement Amendment to Master Agreement # # # SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL MOTORS CORPORATION (Registrant) Date: October 27, 2003 By: /s/PETER R. BIBLE. --- ------------------ (Peter R. Bible, Chief Accounting Officer) EX-99 3 fiatstandstill.txt FIAT STANDSTILL AGREEMENT STANDSTILL AGREEMENT OF OCTOBER 26 , 2003, BETWEEN - FIAT S.p.A. AND GENERAL MOTORS CORPORATION Agreement dated as of October 26, 2003 (this "Agreement"), between Fiat S.p.A., an Italian corporation ("Fiat"), and General Motors Corporation, a Delaware corporation ("General Motors"). WHEREAS, Fiat and General Motors are parties to the Master Agreement between Fiat and General Motors dated as of March 13, 2000, and amended as of July 24, 2000, and October 26, 2003 (the "Master Agreement"); WHEREAS, pursuant to the Master Agreement, Fiat and General Motors have also entered into various agreements providing for a broad strategic alliance, including the Powertrain JV (as defined in the Master Agreement) and the Purchasing JV (as defined in the Master Agreement); WHEREAS, Fiat (or its subsidiaries) entered into agreements for the sale of certain assets of the financing business of Fiat Auto Holdings B.V. ("FAH") or its subsidiaries (collectively, the "Fidis Transaction"); WHEREAS, at a meeting of the shareholders of FAH held on April 23, 2003, through the vote of the majority shareholder of FAH, a (euro)5 billion capital increase of FAH was approved (the "Recapitalization"); WHEREAS, General Motors regards the Fidis Transaction to be a material breach of Section 6.10(a) of the Master Agreement and the Recapitalization to be a material breach of Section 6.10(b)(iv) of the Master Agreement (collectively, the "Disputes"); WHEREAS, General Motors regards the Fidis Transaction and the Recapitalization to be prejudicial to General Motors, particularly in the event Fiat were to later seek to utilize the Master Agreement to exercise its Put Option (as provided for in Section 8.03 of the Master Agreement), and General Motors believes it has the legal right to terminate the Master Agreement at this time; WHEREAS, Fiat contends that the Fidis Transaction and the Recapitalization were wholly proper and not violative of any of General Motors' rights; WHEREAS, Fiat disagrees with and rejects General Motors' legal positions and contends that neither the Fidis Transaction nor the Recapitalization constitute breaches of the Master Agreement and that General Motors has no legal basis for terminating the Master Agreement; WHEREAS, both Fiat and General Motors desire to continue their business relationship while at the same time preserving their current legal claims and defenses related to the Disputes; and WHEREAS, both Fiat and General Motors have determined that the course that best protects each company's respective interests is to enter into this Agreement in order to preserve fully their respective claims and defenses related to the Disputes, and concurrently with the execution of this Agreement to enter into the amendment to the Master Agreement of even date herewith (the "Amendment") providing for, among other things, the postponement of the Put Period (as defined in the Master Agreement); NOW THEREFORE, in consideration of the following mutual covenants and agreements, the parties (on their behalf and on behalf of their respective subsidiaries) agree and intend to be legally bound as follows: 1. Subject to the other provisions of this Agreement, the parties agree that between the date of this Agreement and December 15, 2004 (the "Standstill Period") neither party (nor any of its respective subsidiaries) shall exercise any remedy (including seeking resolution of a dispute under Section 10.08 of the Master Agreement) or initiate any litigation, action, complaint or other legal proceeding relating to (a) the Disputes and any actions related to the Fidis Transaction or the Recapitalization (including any closings or follow-on actions that occur after the date hereof in connection with consummating the Fidis Transaction and any subsequent subscription by Fiat or its affiliates to the FAH capital increase approved on April 23, 2003 and the subsequent use of any proceeds of such subscription) or (b) the Master Agreement arising out of or in connection with any event, circumstance or omission existing on or occurring on or prior to the date hereof. 2. The parties agree that each party shall fully preserve and retain its respective rights, claims, and defenses (a) as they existed on June 30, 2003 related to the Disputes and (b) as they exist on the date hereof related to any other event, circumstance or omission existing on or occurring on or prior to the date hereof (collectively "Other Events"). The parties' positions with respect to the Disputes and the Other Events shall not be affected or prejudiced (including by arguments of waiver, laches, or excuse) by the subsequent passage of time or continued pursuit of the business relationship established by the Master Agreement, including acceptance of benefits thereunder by such party. In so agreeing, neither party, with respect to the Disputes or the Other Events, (a) concedes the validity of any claim or defense asserted by the other party or (b) shall be prejudiced in any manner in any legal proceeding, or be subject to any argument that it has elected any remedy or has waived any of its rights, or otherwise has been prejudiced respecting its claims or defenses, by virtue of entering into this Agreement. 3. The parties each specifically recognize and agree that, in addition to any other remedy at law or equity to which the parties may be entitled, injunctive relief is an available remedy for breach of the terms of this Agreement. 4. In the event Fiat delivers a written notice to General Motors pursuant to Section 2.1 of the Amendment, the Standstill Period shall terminate effective as of the date of the actual receipt of such notice by General Motors. 5. The parties further agree that Section 6.07 of the Master Agreement applies to this Agreement and the subject matter of this Agreement. 6. The parties agree that Sections 1.03, 10.02 (as in effect on the date hereof), 10.03, 10.07, 10.08, 10.09, 10.10 and 10.11 of the Master Agreement shall apply mutatis mutandis to this Agreement. 7. Except as specifically provided in the Amendment, neither this Agreement nor the Amendment amends or supersedes the Master Agreement, the Joint Venture agreements, or any other written agreement between the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their duly authorized officers. FIAT S.p.A. By: ------------------------------------ Name: Bruno L. Cova Title: Senior Vice President and General Counsel GENERAL MOTORS CORPORATION By: ------------------------------------ Name: Thomas A.Gottschalk Title: ExecutiveVice President - Law and Public Policy EX-99 4 fiatamendment.txt FIAT AMENDMENT AGREEMENT AMENDMENT As of October 26, 2003, TO THE MASTER AGREEMENT BETWEEN FIAT S.p.A. AND GENERAL MOTORS CORPORATION Dated as of March 13, 2000 and Amended as of July 24, 2000 AMENDMENT dated as of October 26, 2003 (this "Amendment"), between Fiat S.p.A., a corporation organized under the laws of Italy ("Fiat"), and General Motors Corporation, a Delaware corporation ("General Motors"), to the Master Agreement entered into between such parties as of March 13, 2000, and amended as of July 24, 2000 (the "Agreement"). WHEREAS, the parties have determined that it is desirable and in their best interests to amend certain provisions of the Agreement to provide that the time period representing the Put Period (as defined in the Agreement) shall commence on January 24, 2005 and extend through to and including July 23, 2010 and to conform certain other provisions of the Agreement affected by the postponement of the Put Period; WHEREAS, the parties have, concurrently with the execution of this Amendment, entered into a Standstill Agreement (the "Standstill Agreement") of even date herewith; NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Fiat and General Motors hereby amend the Agreement as follows: ARTICLE I DEFINITIONS SECTION 1.0. Except as otherwise specifically provided for herein, capitalized terms used in this Amendment shall have the same meaning as those used in the Agreement. SECTION 1.1. The provisions of Sections 1.03, 10.02 (as in effect on the date hereof), 10.03, 10.06, 10.07, 10.08, 10.09, 10.10 and 10.11 of the Agreement shall apply with equal force and effect to this Amendment. ARTICLE II AMENDMENTS SECTION 2.0. The sections of the Master Agreement referred to in the below numbered paragraphs are hereby amended by deleting those words shown below as being stricken and by adding those words shown below that are in bold and underlined: 1) Section 8.02 (a): "If Fiat, at any time after the first anniversary of the Closing Date and prior to the ninth tenth anniversary thereof . . ." 2) Section 8.02 (f): "At any time on or after the ninth tenth anniversary of the Closing Date and for a period of ten years thereafter, subject to Section 8.06 hereof, but in no event after the nineteenth twentieth anniversary of the Closing Date . . ." 3) Section 8.03 (a): "On two occasions (excluding any put pursuant to Section 8.07) after the date in the 42nd 54th month following the Closing Date which corresponds to the Closing Date and prior to the ninth tenth anniversary of the Closing Date . . ." 4) Section 8.05: "From and after the ninth tenth anniversary hereof, subject to Section 8.06, the shares of Fiat Auto Holdings Common Stock held by Fiat and General Motors and shares of Fiat Auto Common Stock held by Fiat Auto Holdings shall be freely transferable." 5) Section 8.06: "No later than the sixth month prior to the ninth tenth ----- anniversary hereof, the chief executive officers of Fiat and General Motors shall meet at a mutually convenient time and place to discuss in good faith the extension of the rights and obligations of the parties pursuant to Sections 8.02, 8.03 and 8.04 hereof... provided that it shall not be entitled to elect to extend such period beyond the 19th 20th anniversary of the Closing." ---- SECTION 2.1. In the event that General Motors or any of its Subsidiaries exercise any legal remedy (including seeking resolution of a dispute under Section 10.08 of the Master Agreement) or initiate any litigation, action, complaint or other legal proceeding against Fiat or any of its Affiliates, Fiat may elect, in its sole discretion, by delivering written notice to General Motors, to accelerate the commencement of the Put Period, in which case Section 8.03 of the Agreement shall be amended, without any further action of the parties being required, so that the Put Period shall commence on the later of (a) January 24, 2004 and (b) the 45th day after the date on which General Motors or any of its Subsidiaries exercised such remedy or initiated such litigation, action, complaint or other legal proceeding against Fiat or any of its Affiliates, as the case may be. SECTION 2.2. The parties hereby agree that the amendments described in this Amendment to the Agreement are the only amendments agreed upon and that all other terms, conditions and provisions of the Agreement not specifically changed by the terms of the Amendment shall remain in full force and effect. IN WITNESS WHEREOF, Fiat and General Motors have caused this Agreement to be executed as of the date first written above by their duly authorized officers. FIAT S.p.A. By: ------------------------------------ Name: Giuseppe Morchio Title: Chief Executive Officer GENERAL MOTORS CORPORATION By: ------------------------------------ Name: John M. Devine Title: Vice Chairman and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----