-----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, QUy1mT/ZdbQu1xdo1MMn83zx6Vjd+qD2ZN19Q/1SZVzdCF3dOcDpjPjP0XizeFZN M4QDrbK/TFBSP9maQvvL1w== 0000040730-07-000027.txt : 20070705 0000040730-07-000027.hdr.sgml : 20070704 20070705134056 ACCESSION NUMBER: 0000040730-07-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070705 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070705 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: 07964086 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 allisonagreement070307.txt COVER FOR 8-K ON ALLISON 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) June 28, 2007 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) (313) 556-5000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) 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 1.01 Entry into a Material Definitive Agreement On June 28, 2007, General Motors Corporation ("GM"), The Carlyle Group ("Carlyle") and Onex Corporation ("Onex") announced that GM has entered into an Asset Purchase Agreement (the "Agreement") with Clutch Operating Company, Inc., a Delaware corporation (the "Purchaser"), pursuant to which GM will sell its Allison Transmission commercial and military business ("Allison Transmission") to the Purchaser for $5.575 billion (the "Acquisition"). The Purchaser is an investment vehicle formed by Carlyle and Onex for purposes of the Acquisition. The Agreement covers substantially all of Allison Transmission, including seven manufacturing facilities in Indianapolis, Indiana and Allison Transmission's worldwide distribution network and sales offices. The transmission production facility near Baltimore, Maryland is dedicated to GM's retail pick-up trucks and will remain with GM. The Agreement contains non-compete provisions for the benefit of both Allison Transmission and GM with a duration of 10 years (other than in Europe, where the non-competition period is 5 years). The current labor contract will be extended for Allison Transmission until the resolution of GM's negotiations with the United Auto Workers (the "UAW") this fall. Allison Transmission will then assume the same terms as GM and the UAW agree to in the new collective bargaining agreement. GM will retain pension and OPEB obligations (and assets) relating to existing retirees and will remain responsible for pension and OPEB expenses accrued prior to the completion of the Acquisition. The Acquisition is subject to the satisfaction or waiver of customary and other closing conditions, including the receipt of certain regulatory approvals. The Agreement may be terminated if the Acquisition is not completed by October 31, 2007. On May 24, 2007, GM filed a Current Report on Form 8-K providing pro forma financial information under Article 11 of Regulation S-X reflecting a potential sale of Allison Transmission. On June 28, 2007, GM issued a press release announcing the execution of the Agreement. The press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Forward-Looking Statements In this report and in reports subsequently filed by GM with the SEC on Forms 10-K and 10-Q and filed or furnished on Form 8-K, and in related comments by management of GM, our use of the words "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook," "priorities," "target," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential," "continue," "designed," "impact," or the negative of any of those words or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. All statements in this report and subsequent reports which GM may file with the SEC on Form 10-K or Form 10-Q or file or furnish on Form 8-K, other than statements of historical fact, including without limitation, statements about future events and financial performance, are forward-looking statements that involve certain risks and uncertainties. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and GM's actual results may differ materially due to a variety of important factors that may be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q, and 8-K. Such factors include, among others, GM's ability to consummate the Acquisition within the timeframe and on the terms set forth in the Agreement and summarized in this report. We caution investors not to place undue reliance on forward-looking statements. We undertake no 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 we are expressly required to do so by law. ITEM 9.01 Financial Statements and Exhibits 99.1 Press Release dated June 28, 2007 issued by General Motors Corporation announcing the execution of the Asset Purchase 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: July 5, 2007 By: /s/NICK S. CYPRUS --- ----------------- (Nick S. Cyprus Controller and Chief Accounting Officer) EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release dated June 28, 2007 issued by General Motors Corporation announcing the execution of the Asset Purchase Agreement. EX-99 2 allisonagreementex991070307.txt EXHIBIT 99.1 PRESS RELEASE FILED JUNE 28, 2007 Exhibit 99.1 General Motors GM Communications New York, NY, USA media.gm.com For Release: June 28, 2007, 9:15 a.m. EDT GM Agrees to Sell Allison Transmission to The Carlyle Group and Onex NEW YORK -- General Motors Corp. (NYSE: GM) today announced that it has reached a definitive agreement for the company to sell its Allison Transmission (Allison) commercial and military business to The Carlyle Group (Carlyle) and Onex Corporation (Onex) for approximately $5.6 billion. The sale agreement covers substantially all of Allison Transmission, including seven manufacturing facilities in Indianapolis, Ind. and its worldwide distribution network and sales offices. The production facility in Baltimore, Md. is dedicated to the production of conventional and hybrid 2MODE transmissions used in GM's retail pick-up trucks and SUVs and will remain with GM. The transaction is structured to preserve GM's and Allison's competitive strengths in their respective product lines and is expected to close as early as the third quarter of this year pending union and regulatory approval. "This is another important step to strengthen our liquidity and provide resources to support our heavy investments in new products and technology," said Rick Wagoner, GM chairman and CEO. "At the same time, this sale will position Allison for growth with strong partners in Carlyle and Onex, which have well-established track records of working effectively with their management teams, unions and employees," Wagoner went on to say. Seth Mersky, managing director of Onex said, "We believe Allison is poised for excellent growth in its sector with the increasing rate of adoption of automatic transmissions in commercial vehicles both in North America and abroad. Allison's exceptional reputation for product quality and reliability, its strong brand and talented management team provide it with a competitive advantage that will allow the company to capture that growth." Carlyle managing director Greg Ledford said, "We are excited to partner with Onex, the Allison management team and employees as we grow this iconic brand and support its transition to a stand-alone business." General Motors Corp. (NYSE: GM), the world's largest automaker based on 2006 sales, has been the annual global industry sales leader for 76 years. Founded in 1908, GM today employs about 280,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 33 countries. In 2006, nearly 9.1 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. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com. Allison Transmission is the leading designer and manufacturer of automatic transmissions for medium and heavy duty commercial vehicles. Its products are used in on-highway, off-highway and vehicles. Headquartered in Indianapolis, Indiana, Allison Transmission employs approximately 3,400 people, has seven plants in Indianapolis and sells its transmissions through a worldwide distribution network with sales offices in North America, South America, Europe, Africa and Asia. The company generates annual revenues in excess of $2 billion. The Carlyle Group is a global private equity firm with $58.5 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $28.3 billion of equity in 636 transactions for a total purchase price of $132.0 billion. The Carlyle Group employs more than 800 people in 18 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. www.carlyle.com. Onex Corporation is one of Canada's largest corporations with businesses that generate annual revenues of C$30 billion and have 184,000 employees worldwide. The Company makes private equity investments through its Onex Partners and ONCAP family of Funds. Onex also has a Real Estate Fund and a Public Markets Fund. Since its inception in 1983, Onex has invested approximately C$8 billion of equity in a variety of industries, including electronics manufacturing services, aerospace, healthcare, financial services, automotive, metal services, customer support services, transportation and logistics, theatre exhibition, consumer products and communications infrastructure. Onex is a public company whose shares are traded on the Toronto Stock Exchange under the symbol OCX. www.onex.com Forward-looking statements In this press release and related comments by GM's management, we use words like "expect," "anticipate," ""plan," "intend," "pursue," or "believe," to identify forward-looking statements that represent our current judgments about possible future events. We believe these judgments are reasonable, but the actual events may differ materially due to a variety of important factors. Among other items, such factors include our ability to obtain the required consents and approvals, changes in the business results or prospects of Allison Transmission, or changes in the general business environment or economic conditions. ### Contacts: Melisa Tezanos GM Financial Communications Office: 212.418.6261 Mobile: 212.542.0358 Melisa.tezanos@gm.com -----END PRIVACY-ENHANCED MESSAGE-----