-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nwxA/9I8Egm85V3GgqyUVfMTf6mVFOS2NcIlX9vKCywC5lttI3XG0RTbwXe8dD3r GgdD6xdZVgJOCO0OoQPOYw== 0000912057-95-004036.txt : 19950530 0000912057-95-004036.hdr.sgml : 19950530 ACCESSION NUMBER: 0000912057-95-004036 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950519 SROS: NYSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 95541193 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 SC 13E4/A 1 SC 13E4/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 (DATED MAY 19, 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 7 pages Exhibit Index on Page 4 AMENDMENT NO. 1 TO ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4/A This Amendment No. 1 dated May 19, 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 7. FINANCIAL INFORMATION. (a) The Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 is hereby incorporated by reference. ITEM 8. ADDITIONAL INFORMATION. (e) Reference is made to Section 1 of the Offer to Purchase, "Purpose of the Offers; Certain Effects of the Offers." Due to the fixed income nature of each series of Depositary Shares, the Corporation did not consider their net book value, going concern value or liquidation value to be material factors in its consideration of the fairness of the Offers to holders of Depositary Shares. Reference is made to Section 8 of the Offer to Purchase, "Certain Conditions of Each Offer." The Corporation confirms that it would exercise its judgment in a reasonable manner in connection with any and all determinations described in said Section 8 as being in the sole judgment of the Corporation. ITEM 9. MATERIALS TO BE FILED AS EXHIBITS. (f) Additional Solicitation Materials 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: __HEIDI KUNZ______________________ Heidi Kunz Vice President and Treasurer Dated: May 19, 1995 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE - ------------ ---------------------------------------------------------------------------------------- --------------- (f) Additional Solicitation Materials
EX-99.(F) 2 ADDITIONAL SOLICITATION MATERIALS APRIL 25, 1995 SEC # 31785 PROCESSED DATE APR 25, 1995 USER LETTER NUMBER 00594X IMPORTANT NOTICE ---------------- GENERAL MOTORS CORPORATION DEPOSITARY SHARES (EACH REPRESENTING ONE-FOURTH OF A SHARE OF ITS 9.12X SERIES G PREFERENCE STOCK PAR VALUE $0.10) THIS OFFER TO PURCHASE THE ABOVE SECURITY IS MADE SUBJECT TO THE TERMS SET BY THE PURCHASER. IT WILL BE OPEN FOR A LIMITED TIME AND ITS TERMS MAY BE CHANGED WITHOUT ADVANCE NOTIFICATION. IF YOU DECIDE TO ACCEPT THIS OFFER PLEASE GIVE YOUR INSTRUCTIONS TO YOUR FINANCIAL CONSULTANT AS SOON AS POSSIBLE IN ORDER THAT MERRILL LYNCH MAY DEPOSIT YOUR SECURITIES IN ACCEPTANCE OF THE OFFER BEFORE THE CURRENT EXPIRATION DATE. WE HAVE BEEN ADVISED THAT THE COMPANY IS OFFERING TO PURCHASE ITS ABOVE SECURITY SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. AMOUNT TO BE ACQUIRED: ANY AND ALL OF THE ABOVE SECURITY PER SHARE PURCHASE PRICE: $28.25 EXPIRATION DATE: MAY 22, 1995 (12:00 MIDNIGHT, EASTERN TIME) FINAL DATE TO ENTER INSTRUCTIONS: MAY 19, 1995 (4:30 P.M., JERSEY CITY, NEW JERSEY TIME) DEPOSITED SECURITY MAY BE WITHDRAWN BY: MAY 22, 1995 (12:00 MIDNIGHT, EASTERN TIME) FINAL DATE TO ENTER INSTRUCTIONS: MAY 19, 1995 (4:30 P.M., JERSEY CITY, NEW JERSEY TIME) CONSUMMATION OF THIS OFFER WILL BE SUBJECT TO VARIOUS CONDITIONS BEING SATISFIED. THIS OFFER MAY BE AMENDED OR TERMINATED UNDER CERTAIN CONDITIONS. THE COMPANY RESERVES THE RIGHT TO EXTEND THIS OFFER AT ITS ELECTION. CURRENT MARKET PRICES SHOULD BE CHECKED. IT IS SUGGESTED THAT CLIENTS CONSULT THEIR OWN PERSONAL TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THIS TRANSACTION. IN ORDER TO ACCEPT THIS OFFER CLIENTS SHOULD GIVE THEIR SPECIFIC INSTRUCTIONS TO THE OFFICE HANDLING THEIR ACCOUNTS NO LATER THAN THE SPECIFIED DATE AND TIME GIVEN ABOVE. INSTRUCTIONS TO WITHDRAW DEPOSITED SECURITIES ALSO SHOULD BE RECEIVED BY THE ABOVE SPECIFIED DATE AND TIME. ENTRIES COVERING THE ABOVE TRANSACTION WILL APPEAR ON THE MONTHLY STATEMENTS. FOR FULL DETAILS PERTAINING TO THIS OFFER IT IS SUGGESTED THAT YOU CAREFULLY READ THE OFFERING MATERIAL WHICH IS MAILED HEREWITH OR WILL BE MAILED UNDER SEPARATE COVER. MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED -----END PRIVACY-ENHANCED MESSAGE-----