-----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, AuVVhEUSsw7fz+RvYHw7aLbWFsyKORIx26EZL/J+woiAztA4QyyUCxo7KT3vSdC2 kUJMYNwFGKszpIhegm0mVQ== 0000040730-06-000007.txt : 20060206 0000040730-06-000007.hdr.sgml : 20060206 20060206171138 ACCESSION NUMBER: 0000040730-06-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060206 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 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: 06582772 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 york020606.txt ANNOUNCEMENT OF NEW BOARD MEMBER 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) February 6, 2006 GENERAL MOTORS CORPORATION -------------------------- (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 1-143 38-0572515 ----------------- ----- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) 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 -------------- ================================================================================ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) On February 6, 2006, E. Stanley O'Neal resigned from the Board of Directors (the "Board) of General Motors Corporation (the "Corporation"), citing increased time demands resulting from the expanded schedule of GM board meetings which were difficult to accommodate given his responsibilities at Merrill Lynch, as well as limits on his ability to act as a GM director because of potential conflicts with matters in which Merrill Lynch is involved. Kent Kresa will succeed Mr. O'Neal as chairman of the Board's Investment Funds Committee. (d) Also on February 6, the Board elected Jerome B. York to the Board, effective February 7, for a term ending at the Corporation's 2006 annual meeting of stockholders. Mr. York will serve on the Board's Public Policy Committee and Investment Funds Committee. The Board determined that Mr. York will be an independent director, according to the standards of General Motors' bylaws and corporate governance guidelines, and the corporate governance listing standards of the New York Stock Exchange. Mr. York is a consultant to Tracinda Corporation ("Tracinda"), which is owned by Kirk Kerkorian. Tracinda has reported that it is the beneficial owner of approximately 9.9% of the Corporation's outstanding common stock. Tracinda initially recommended Mr. York for consideration by the GM Board and his election was subsequently recommended to the Board by its Directors and Corporate Governance Committee. In his past business career, Mr. York spent fourteen years at Chrysler Corporation in a variety of executive positions and served as Executive Vice President and Chief Financial Officer, and as a director of Chrysler, from May 1990 to May 1993. Mr. York currently serves as a director of Tyco International Ltd., Apple Computer, Inc. and Exide Technologies, Inc. He has been Chief Executive Officer of Harwinton Capital Corporation, a private investment company that he controls, since September 2000. From May 1993 to September 1995 he was Senior Vice President and Chief Financial Officer of IBM Corporation, and served as a member of IBM's Board of Directors from January 1995 to August 1995. From September 1995 to October 1999, he was Vice Chairman of Tracinda Corporation. Mr. York was Chairman and Chief Executive Officer of Micro Warehouse, Inc., a reseller of computer hardware, software and peripheral products from January 2000 until September 2003 (when the company filed voluntary petitions for relief under Chapter 11 of the bankruptcy code). Mr. York also served as a director of MGM MIRAGE from November 1995 to May 2002. The press release from February 6, 2006 announcing the election of Mr. York to the Board and the resignation of Mr. O'Neal from the Board is attached hereto as Exhibit 99.1 and is incorporated into this Item 5.02 by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBITS -------- Exhibits Description Method of Filing - -------- ----------- ---------------- Exhibit 99.1 News Release Dated Attached as Exhibit February 6, 2006 # # # 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: February 6, 2006 By: /s/PETER R. BIBLE --- ----------------- (Peter R. Bible, Chief Accounting Officer) EX-99 2 yorkexhibit99020606.txt PRESS RELEASE ON NEW BOARD MEMBER EXHIBIT 99.1 York Elected to GM Board of Directors O'Neal to step down DETROIT - The General Motors Board of Directors today elected Jerome York to the GM Board, effective February 7, 2006. He will serve on the Board's Public Policy Committee and Investment Funds Committee. "Jerry brings years of business experience and knowledge of the automotive industry to the GM Board," said Rick Wagoner, GM chairman and chief executive officer. "We are pleased to welcome him to our Board." York is a consultant to Tracinda Corp., the beneficial owner of approximately 9.9 percent of the common stock of GM. Tracinda Corp. is owned by Kirk Kerkorian. In his past business career, York spent 30 years in the automotive industry, having worked at General Motors, Ford and Chrysler. He spent 14 years at Chrysler Corp. in a variety of executive positions and served as executive vice president and chief financial officer of Chrysler from 1990 to 1993 and as a director from 1992 to 1993. York currently serves as a director of Tyco International Ltd., Apple Computer, Inc. and Exide Technologies, Inc. He has been chief executive officer of Harwinton Capital Corp., a private investment company that he controls, since 2000. From 1993 to 1995 he was senior vice president and chief financial officer of IBM Corp. and served as a member of IBM's Board of Directors in 1995. From 1995 to 1999, he was vice chairman of Tracinda Corp. York was chairman and chief executive officer of Micro Warehouse, Inc., a reseller of computer hardware, software and peripheral products from 2000 until 2003. He also served as a director of MGM MIRAGE from 1995 to 2005. Wagoner also announced that the GM Board accepted the resignation of E. Stanley O'Neal, chairman and chief executive officer of Merrill Lynch & Co., Inc. In submitting his resignation, O'Neal cited increased time demands resulting from the expanded schedule of GM board meetings which were difficult to accommodate given his responsibilities at Merrill Lynch, as well as limits on his ability to act as a GM director because of potential conflicts with matters in which Merrill Lynch is involved. "Stan O'Neal has been a great asset on the GM Board and to General Motors management over his 5 years of service as a director," Wagoner said. "We are grateful for his many positive contributions to General Motors and wish him the best." General Motors Corp. (NYSE: GM), the world's largest automaker, has been the global industry sales leader for 75 years. Founded in 1908, GM today employs about 327,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 33 countries. In 2005, 9.17 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. More information on GM can be found at www.gm.com. -----END PRIVACY-ENHANCED MESSAGE-----