SC 13E4/A 1 SC 13E4/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 (DATED MAY 23, 1995) TO SCHEDULE 13E-4/A ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) GENERAL MOTORS CORPORATION (NAME OF ISSUER) GENERAL MOTORS CORPORATION (NAME OF PERSON(S) FILING STATEMENT) DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES B 9 1/8% PREFERENCE STOCK DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES D 7.92% PREFERENCE STOCK DEPOSITARY SHARES, EACH REPRESENTING ONE-FOURTH OF A SHARE OF SERIES G 9.12% PREFERENCE STOCK (TITLE OF CLASS OF SECURITIES) 370442808 370442857 370442790 (CUSIP NUMBER OF CLASS OF SECURITIES) J. MICHAEL LOSH EXECUTIVE VICE PRESIDENT GENERAL MOTORS CORPORATION 3044 WEST GRAND BOULEVARD DETROIT, MICHIGAN 48202-3091 (313) 556-3549 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) COPY TO: WARREN G. ANDERSEN ROBERT S. OSBORNE, P.C. GENERAL MOTORS CORPORATION KIRKLAND & ELLIS 3031 WEST GRAND BOULEVARD 200 EAST RANDOLPH ST. DETROIT, MICHIGAN 48202-3091 CHICAGO, ILLINOIS 60601-6636 (313) 974-1528 (312) 861-2368
APRIL 25, 1995 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Page 1 of 6 pages Exhibit Index on Page 4 AMENDMENT NO. 2 TO ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4/A This Amendment No. 2 dated May 23, 1995, supplements the Issuer Tender Offer Statement on Schedule 13E-4 filed with the Securities and Exchange Commission on April 25, 1995, by General Motors Corporation, a Delaware corporation (the "Corporation"), in connection with its Offer to Purchase for Cash dated April 25, 1995 (the "Offer to Purchase"), to purchase any and all of its: - SERIES B 9 1/8% DEPOSITARY SHARES: 44,300,000 outstanding depositary shares (the "Series B 9 1/8% Depositary Shares"), each representing one-fourth of a share of its Series B 9 1/8% Preference Stock, par value $0.10 per share (the "Series B 9 1/8% Preference Stock") at a purchase price of $27.50 per Series B 9 1/8% Depositary Share (the "Series B Purchase Price"), net to the seller in cash (the "Series B Offer"). - SERIES D 7.92% DEPOSITARY SHARES: 15,700,000 outstanding depositary shares (the "Series D Depositary Shares"), each representing one-fourth of a share of its Series D 7.92% Preference Stock, par value $0.10 per share (the "Series D 7.92% Preference Stock") at a purchase price of $26.375 per Series D 7.92% Depositary Share (the "Series D Purchase Price"), net to the seller in cash (the "Series D Offer"). - SERIES G 9.12% DEPOSITARY SHARES: 23,000,000 outstanding depositary shares (the "Series G 9.12% Depositary Shares"), each representing one-fourth of a share of its Series G 9.12% Preference Stock, par value $0.10 per share (the "Series G 9.12% Preference Stock") at a purchase price of $28.25 per Series G 9.12% Depositary Share (the "Series G Purchase Price"), net to the seller in cash (the "Series G Offer"). The Series B Offer, the Series D Offer and the Series G Offer collectively constitute the "Offers". The Series B 9 1/8% Depositary Shares, the Series D 7.92% Depositary Shares and the Series G 9.12% Depositary Shares collectively constitute the "Depositary Shares". Each Offer has its own Letter of Transmittal and Notice of Guaranteed Delivery. The following information supplements the information previously included in the original Schedule 13E-4. ------------------------------------------- ITEM 9. MATERIALS TO BE FILED AS EXHIBITS. (a)(10) Form of press release dated May 23, 1995 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. General Motors Corporation By: __WARREN G. ANDERSEN______________ Warren G. Andersen Assistant Secretary Dated: May 23, 1995 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE ----------- ---------------------------------------------------------------------------------------- --------------- (a)(10) Form of press release dated May 23, 1995
EX-99.(A)(10) 2 PRESS RELEASE [Logo] GENERAL MOTORS CORPORATION 767 FIFTH AVENUE NEWS NEW YORK, N.Y. 10153 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- FOR RELEASE Tuesday, May 23, 1995 Contact: Toni Simonetti (212) 418-6380 GM CONCLUDES TENDER OFFERS FOR DEPOSITARY PREFERENCE SHARES New York - General Motors Corporation today announced that its tender offers to purchase for cash any and all of its outstanding Series B, Series D and Series G depositary shares have expired as originally scheduled at 12 midnight (ET) on Monday, May 22, 1995. Based upon a preliminary count, the following approximate number of shares were tendered in offers that began on April 25, 1995: 24.4 million Series B depositary shares, 9.6 million Series D depositary shares, and 12.9 million Series G depositary shares. In accordance with the terms of the offers, GM will purchase all the depositary shares properly tendered, for an aggregate purchase price of approximately $1.3 billion. Following payment for shares properly tendered, the shares which will remain outstanding will be as follows: approximately 19.9 million Series B depositary shares, 6.1 million Series D depositary shares, and 10.1 million Series G depositary shares. Payment for the tendered depositary shares is expected to be made in approximately one week. * * *