-----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, IYMIIHOeMrCI2UaO4wrA9M40CJfYQMfOzAfRtWa4w1z7obaUHTG88T3+2uIr1iWw HAkNj7nUzrcQseKQPSX14A== 0000040730-06-000046.txt : 20061006 0000040730-06-000046.hdr.sgml : 20061006 20061006165241 ACCESSION NUMBER: 0000040730-06-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061006 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: 20061006 DATE AS OF CHANGE: 20061006 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: 061134450 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 yorkcover100606.txt COVER ON JEROME B. YORK'S RESIGNATION 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 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. General Motors Corporation confirmed today that it had accepted the resignation of Jerome B. York from its Board of Directors. Mr. York was a member of the Investment Funds Committee and the Public Policy Committee of the Board. Mr. York's letter, which is attached hereto as an exhibit and incorporated herein by reference, includes his description of the circumstances related to his resignation. Also included as an exhibit is a news release reporting Mr. York's resignation issued by GM on October 6, 2006. ITEM 9.01 Financial Statements and Exhibits Exhibit Description - ------------------------------------------------------------------------ 17 Letter from Jerome B. York, dated October 6, 2006 99 News Release of General Motors Corporation, dated October 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: October 6, 2006 By: /s/PAUL W. SCHMIDT --- ------------------ (Paul W. Schmidt, Controller) EX-17 2 yorkex17letter100606.txt LETTER OF RESIGNATION FROM JEROME B. YORK Jerome B. York Oakland Township, Michigan October 6, 2006 Mr. George Fisher Lead Director General Motors Corporation Dear George: Based on my experiences in the GM board room situation since I was elected to the board of directors some eight months ago, I have concluded there is little point in my remaining on the board. While everyone can rightfully feel good that we have succeeded in greatly reducing the risk of near term bankruptcy (in very substantial part through the cooperation of the UAW leadership and rank-and-file, but also in substantial part through the sale of 51% of a strategic asset), the longer term fundamentals in my view have not yet changed much as regards free cash flow and North American market share trends. As I have pointed out both publicly and in the board room, the company has made excellent progress in a number of areas, and initiatives like higher levels of product refinement, expansion in Asia and Eastern Europe, and the globalization of product development can be expected to produce even further results. But are they enough? I don't think so. I have grave reservations concerning the ability of the company's current business model to successfully compete in the marketplace with those of the Asian producers. The overriding issue remains that of North American share decline, which while seemingly having been attenuated somewhat over the past few months as we move through the "sweet spot" in our product renewal cycle, may also be a function of heavier sales incentive spending of varying forms, as to some degree came out when I asked the question at Tuesday's board meeting. But frankly, to get to the crux of the matter, I have not found an environment in the board room that is very receptive to probing much beyond the materials provided by management (and too often, at least in my experience, materials are not sent to the board ahead of time to allow study prior to board discussion). For obvious reasons I can understand why that environment exists, but in the sense that all parties' interests are fully aligned around long term shareholder value creation, that environment has been a puzzle to me. Mr. George Fisher October 6, 2006 The combination of these various factors--ongoing market share pressures and negative cash flow, and all parties' mutual objective of shareholder value creation--was what lead me to propose that the company pursue alliance studies with Renault-Nissan. And while from a narrow legal perspective the company may have properly conducted its assessment of the potential benefits of the alliance, to use a contract law term, there was certainly not a "meeting of the minds" regarding my views as to how the study was conducted. I thought I made that clear in the executive session at the end of the board meeting, but apparently I didn't. The right thing to have done here--from a governance perspective if not a legal perspective--would have been for the board to have hired its own independent advisors, who in turn could have designed the study process to more fully get at particularly the potential procurement savings. So in summary, I want to be sure I'm entirely clear regarding the reason for my resignation. It will undoubtedly be interpreted by many as being driven by the outcome of the Renault-Nissan matter, but that is not the case. Rather, it relates to the board room environmental situation I discussed above. I will shortly make arrangements to return the confidential company materials in my possession to the Corporate Secretary's office. Sincerely, /s/ Jerome B. York cc: Members of the GM Board of Directors Robert Osborne EX-99 3 yorkex99pr100606.txt PRESS RELEASE ON JEROME B. YORK'S RESIGNATION General Motors statement regarding the resignation of Jerome B. York from the GM Board of Directors Oct. 6, 2006 GM has received Mr. York's resignation from the GM Board of Directors, effective today. Under the direction of the GM Board, we remain focused on our North America turnaround, where we are making real progress, progress that is well ahead of what some skeptics thought possible. Over the past 12 months, we have implemented several fundamental moves - in health care, manufacturing capacity, hourly attrition, salaried and executive headcount and benefits, asset sales and liquidity enhancements, acceleration of key product launches, introduction of the industry's best warranty, and completely revamping our marketing strategy. These actions are already yielding very significant and needed improvement in our results - more than $9 billion in yearly cost savings on a running rate basis by the end of 2006, and record revenues in the first two quarters of this year, to name but two significant ones. General Motors is focused today on several other key matters, as well: The successful resolution of Delphi and closing the GMAC transaction in the fourth quarter; on the acceleration of the GM Europe turnaround; and continued profitable growth, especially in Asia and South America. With respect to the comments on the Renault-Nissan alliance study in Tracinda's 13D filing, it's appropriate to note that the decision to end the equity alliance discussions was unanimously approved by the GM Board, which consists of 12 directors, 11 of whom are independent of management. This decision was made after a comprehensive process that included joint synergy evaluation by the management of all three companies and receipt of advice on the proposal by two prominent financial advisers. The GM Board concluded that the alliance framework required by Renault-Nissan would substantially disadvantage GM shareholders. This structure included the potential joint projects, which we agreed could yield significant aggregate synergies, but which were highly skewed to Renault-Nissan. The structure also included the requirement to sell a substantial equity stake in GM at no premium, along with preferential rights, which could have had the practical effect of foreclosing GM from entering equity alliances with other OEMs. Renault-Nissan made it clear they were unwilling to pay any premium in any of these areas. Through its support and actions, the GM Board has indicated the best way to drive value is to continue to remain focused and vigilant in our stated turnaround program. Forward-looking Statements In this statement and in related comments by General Motors management, we will use words like "expect," "estimate," "plan," "goal," "project," "priorities," "target," "intend," "may," "would," "could," or "potential," to identify forward-looking statements that represent our current judgments about possible future events. We believe these judgments are reasonable, but GM's actual results may differ materially due to a variety of important factors. Among other items, such factors might include: our ability to achieve reductions in costs as a result of the turnaround restructuring, health care cost reductions and an accelerated attrition program, to realize production efficiencies and to implement capital expenditures at levels and times planned by management; the pace of product introductions and market acceptance of our new products; the effect of a strategic relationship on the competitive environment and the effect of competition in our markets; changes in relations with unions and employees/retirees and the legal interpretations of the agreements with those unions with regard to employees/retirees; our ability to complete the timely sale of a 51-percent controlling interest in GMAC; labor strikes or work stoppages at our key suppliers such as Delphi Corporation or financial difficulties at those key suppliers; negotiations and bankruptcy court actions with respect to our relationship with Delphi; and changes in economic conditions, commodity prices, currency exchange rates or political stability in the markets in which we operate. The most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed by GM provide information about these factors, which may be revised or supplemented in future reports to the SEC on those forms or on Form 8-K. We caution investors not to place undue reliance on forward-looking statements, and do not undertake any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other such factors that affect the subject of these statements, except where expressly required by law. ### Contact: Tony Cervone GMNA Communications 313-665-8829 (office) 313-421-1341 (mobile) -----END PRIVACY-ENHANCED MESSAGE-----