-----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, SLHDw5pDry2dIj0oJgqNs5b9djIscZQCkhByUdDBwAjqVOIngJkCijhULm3o0gl/ 24QYbBCAFvG/yNlRWSpO0Q== 0000950131-96-002768.txt : 19960613 0000950131-96-002768.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950131-96-002768 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960612 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 96580161 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153-0075 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 13E3/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153-0075 BUSINESS PHONE: 3135565000 SC 13E3/A 1 SCHEDULE 13E-3/A - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 (DATED JUNE 12, 1996) TO SCHEDULE 13E-3/A RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) GENERAL MOTORS CORPORATION (NAME OF ISSUER) GENERAL MOTORS CORPORATION (NAME OF PERSON(S) FILING STATEMENT) CLASS E COMMON STOCK (TITLE OF CLASS OF SECURITIES) 37044240 (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) COPIES 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 This statement is filed in connection with (check the appropriate box): a.[X]The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b.[X]The filing of a registration statement under the Securities Act of 1933. c.[_]A tender offer. d.[_]None of the above. Check the following box if soliciting materials or an information statement referred to in checking box (a) are preliminary copies: [X] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEMS 1 THROUGH 17. INTRODUCTION This Rule 13e-3 Transaction Statement is being filed by General Motors Corporation, a Delaware corporation ("General Motors"), in connection with a split-off (the "Split-Off") of General Motors' wholly owned subsidiary, Electronic Data Systems Holding Corporation, a Delaware corporation (together with its subsidiaries, "EDS"), pursuant to a merger in which each outstanding share of General Motors Class E Common Stock, $0.10 par value per share (the "Class E Common Stock"), will be converted into one share of EDS Common Stock, $0.01 par value per share (the "EDS Common Stock"). As a result of the Split- Off, EDS will become an independent, publicly held company, holders of Class E Common Stock will become stockholders of EDS rather than of General Motors, and Class E Common Stock will cease to exist. All other outstanding shares of General Motors capital stock will remain outstanding, and the terms of such stock will remain essentially unchanged. EDS has filed a Registration Statement on Form S-4 (as amended and including exhibits, the "Registration Statement") with the Securities and Exchange Commission concurrently herewith in connection with the Split-Off. The cross reference sheet on the following pages, which is supplied pursuant to General Instruction F to Schedule 13E-3, shows the location in the Solicitation Statement/Prospectus that forms a part of the Registration Statement of the information required to be included in response to the items of this Transaction Statement. The information set forth in the Registration Statement, which is attached hereto as Exhibit (d)(1), is incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by such reference. ITEM 16. ADDITIONAL INFORMATION The information contained in the Registration Statement is incorporated herein by reference in its entirety. The Split-Off and related transactions described in the Registration Statement were consummated on June 7, 1996. 1 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS Exhibit (a)(1) Not Applicable. Exhibit (b)(1) Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), dated March 31, 1996, which is attached as Appendix B-1 to the Solicitation Statement/Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto. Exhibit (b)(2) Opinion of Lehman Brothers Inc. ("Lehman Brothers"), dated March 31, 1996, which is attached as Appendix B-2 to the Solicitation Statement/Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto. Exhibit (b)(3) Opinion of Morgan Stanley & Co. Incorporated ("Morgan Stanley"), dated March 31, 1996, which is attached as Appendix B-3 to the Solicitation Statement/Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto. Exhibit (b)(4) Presentation to the General Motors Board of Directors Regarding Split-Off of EDS, dated March 31, 1996, given by Merrill Lynch. Exhibit (b)(5) Presentation to the General Motors Board of Directors Concerning the Split-Off of EDS, dated March 31, 1996, given by Morgan Stanley and Lehman Brothers. Exhibit (b)(6) Letter, dated August 2, 1995, from McKinsey & Company, Inc. ("McKinsey"). Exhibit (b)(7) Letter, dated March 1, 1996, from McKinsey. Exhibit (b)(8) Report from McKinsey, dated August 23, 1995. Exhibit (c)(1) Merger Agreement dated as of April 19, 1996 between General Motors and GM Mergeco Corporation ("Mergeco"), which is attached as Appendix A to the Solicitation Statement/ Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto. Exhibit (d)(1) Registration Statement. Exhibit (e)(1) Not Applicable. Exhibit (f)(1) Not Applicable. 2 CROSS REFERENCE SHEET
CAPTION OR LOCATION IN SOLICITATION SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS -------------------------- ----------------------------------- 1.Issuer and Class of Security Subject to the Transaction (a)............................ Introduction; Summary--General Motors (b)............................ Introduction; Class E Common Stock-- Introduction; Solicitation of Written Consent of General Motors Common Stockholders (c)............................ Class E Common Stock--Price Range and Dividends (d)............................ Risk Factors Regarding General Motors after the Split-Off--Loss of Potential Availability of EDS Funds and Assets; Class E Common Stock--Price Range and Dividends;--Dividend Policy;-- Considerations Relating to Multi-Class Common Stock Capital Structure (e)............................ Security Ownership of Certain Beneficial Owners and Management of General Motors and EDS--GM Hourly Plan Special Trust (f)............................ See Annex 1 to this Transaction Statement. 2.Identity and Background......... General Motors, the person filing this Transaction Statement, is the issuer of the class of equity securities which is the subject of the Rule 13e-3 transaction. (a)............................ The persons enumerated in General Instruction C to Schedule 13E-3 (each, an "Instruction C Person") are John F. Smith, Jr., Anne L. Armstrong, John H. Bryan, Thomas E. Everhart, Charles T. Fisher, III, J. Willard Marriott, Jr., Ann D. McLaughlin, Harry J. Pearce, Edmund T. Pratt, Jr., John G. Smale, Louis W. Sullivan, Dennis Weatherstone, Thomas H. Wyman, J. Michael Losh, G. Richard Wagoner, Jr., Louis R. Hughes, J.T. Battenberg, III and C. Michael Armstrong. (b)............................ See Annex 1 to this Transaction Statement. (c)............................ See Annex 1 to this Transaction Statement. (d)............................ See Annex 1 to this Transaction Statement. (e)............................ To the best of General Motors' knowledge, during the past five years, no Instruction C Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (f)............................ To the best of General Motors' knowledge, during the past five years, no Instruction C Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. (g)............................ Each Instruction C Person is a U.S. citizen. 3.Past Contacts, Transactions or Negotiations (a)............................ Not Applicable (b)............................ Incorporation of Certain Documents by Reference; Special Factors--Background of the Split-Off; Security Ownership of Certain Beneficial Owners and Management of General Motors and EDS--GM Hourly Plan Special Trust
3
CAPTION OR LOCATION IN SOLICITATION SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS -------------------------- ----------------------------------- 4.Terms of Transaction (a)............................ The Split-Off; Relationship Between General Motors and EDS--Post Split-Off Arrangements; EDS Capital Stock (b)............................ Not Applicable 5.Plans or Proposals of the Issuer or Affiliate (a)............................ Not Applicable (b)............................ Not Applicable (c)............................ Not Applicable (d)............................ Not Applicable (e)............................ Not Applicable (f)............................ Not Applicable (g)............................ Not Applicable 6.Source and Amounts of Funds or Other Consideration (a)............................ Estimated Fees and Expenses (b)............................ Estimated Fees and Expenses (c)............................ Not Applicable (d)............................ Not Applicable 7.Purpose(s), Alternatives, Reasons and Effects (a)............................ Special Factors--Purposes of the Split- Off (b)............................ Special Factors--Alternatives to the Split-Off (c)............................ Special Factors--Alternatives to the Split-Off;--Background of the Split-Off (d)............................ Special Factors--Effects of the Split- Off;--Certain U.S. Federal Income Tax Considerations 8.Fairness of the Transaction (a)............................ Special Factors--Recommendations of the Capital Stock Committee and the GM Board; Fairness of the Transactions; The Split-Off (b)............................ Special Factors--Recommendations of the Capital Stock Committee and the GM Board; Fairness of the Transactions (c)............................ Special Factors--Requisite Vote for the Transactions; The Split-Off--Merger Agreement; Solicitation of Written Consent of General Motors Common Stockholders
4
CAPTION OR LOCATION IN SOLICITATION SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS -------------------------- ----------------------------------- (d)............................ Special Factors--Requisite Vote for the Transactions (e)............................ Special Factors--Recommendations of the Capital Stock Committee and the GM Board; Fairness of the Transactions; The Split-Off (f)............................ Not Applicable 9.Reports, Opinions, Appraisals and Certain Negotiations (a)............................ Special Factors--Background of the Split- Off;--Fairness Opinions (b)............................ Special Factors--Background of the Split- Off;--Fairness Opinions (c)............................ Special Factors--Background of the Split- Off;--Fairness Opinions; Appendix B-- Fairness Opinions 10.Interest in Securities of the Issuer (a)............................ Security Ownership of Certain Beneficial Owners and Management of General Motors and EDS; See also Annex 1 to this Transaction Statement. (b)............................ See Annex 1 to this Transaction Statement. 11.Contracts, Arrangements or Understandings with Respect to the Issuer's Securities....... The Split-Off--Merger Agreement 12.Present Intention and Recommendation of Certain Persons with Regard to the Transaction (a)............................ Solicitation of Written Consent of General Motors Common Stockholders. Other than as set forth in such section, General Motors has not received any notice of intent with respect to the vote on the Split-Off from any person enumerated in Item 12(a) of Schedule 13E-3. (b)............................ Special Factors--Background of the Split- Off;--Recommendations of the Capital Stock Committee and the GM Board; Fairness of the Transactions; The Split- Off; Solicitation of Written Consent of General Motors Common Stockholders. Other than as set forth in such sections, General Motors has not received any notice that any person enumerated in Item 12(a) of Schedule 13E-3 has made any recommendation with respect to the Split-Off. 13.Other Provisions of the Transaction (a)............................ The Split-Off--No Appraisal Rights (b)............................ Not Applicable (c)............................ Not Applicable
5
CAPTION OR LOCATION IN SOLICITATION SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS -------------------------- ----------------------------------- 14.Financial Statements (a)............................ Incorporation of Certain Documents By Reference; Summary--Certain Per Share and Other Financial Information--GM Common Stock Historical Per Share Data; --General Motors Ratios of Earnings to Fixed Charges (b)............................ Summary--Certain Per Share and Other Financial Information--GM Common Stock Pro Forma Per Share Data;--General Motors Summary Consolidated Historical and Pro Forma Financial Data; General Motors Unaudited Pro Forma Condensed Consolidated Financial Statements 15.Persons and Assets Employed, Retained or Utilized (a)............................ Special Factors--Background of the Split- Off--Negotiating Teams; Solicitation of Written Consent of General Motors Common Stockholders (b)............................ Solicitation of Written Consent of General Motors Common Stockholders 16.Additional Information.......... The information contained in the Registration Statement is incorporated by reference herein in its entirety. The Split-Off and related transactions described in the Registration Statement were consummated on June 7, 1996. 17.Material to be Filed as Exhibits (a)............................ Not Applicable (b)............................ Fairness opinions of each of Merrill Lynch, Lehman Brothers and Morgan Stanley, which are attached as Appendix B-1, B-2 and B-3, respectively, to the Solicitation Statement/Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto; Presentations to the General Motors Board of Directors given by (i) Merrill Lynch and (ii) Lehman Brothers and Morgan Stanley, which are filed as Exhibits (b)(4) and (b)(5) hereto, respectively; Letters to H. J. Pearce from McKinsey, which are filed as Exhibits (b)(6) and (b)(7) hereto; Report from McKinsey, which is filed as Exhibit (b)(8) hereto (c)............................ Merger Agreement between General Motors and Mergeco, which is attached as Appendix A to the Solicitation Statement/Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto (d)............................ Registration Statement filed as Exhibit (d)(1) hereto (e)............................ Not Applicable (f)............................ Not Applicable
6 ANNEX 1 ITEM 1(F). ISSUER AND CLASS Since January 1, 1994, General Motors has purchased Class E Common Stock on four occasions. On February 22, 1995, General Motors purchased 106,000 shares of Class E Common Stock at a price of $38.3125 per share, which thereby represented the average purchase price for Class E Common Stock purchased by General Motors during the first quarter of 1995. On November 2, 1995, General Motors purchased (i) 25,000 shares of Class E Common Stock at a price of $48.9375 per share and (ii) 25,000 shares of Class E Common Stock at a price of $48.3125 per share, resulting in an average purchase price of $48.625 per share of Class E Common Stock purchased by General Motors during the third quarter of 1995. On April 2, 1996, General Motors purchased 11,073 shares of Class E Common Stock at a price of $53.1875 per share, which thereby represents the average purchase price for Class E Common Stock purchased by General Motors during the second quarter of 1996 through April 15, 1996. ITEM 2(B) THROUGH (D). IDENTITY AND BACKGROUND The following information with respect to principal occupation or employment and name of the corporation or other organization in which such occupation or employment is carried on and in regard to other affiliations has been furnished to General Motors by the Instruction C Persons. In addition to the affiliations mentioned on the following pages, the Instruction C Persons are active in many local and national cultural, charitable, professional, and trade organizations. ANNE L. ARMSTRONG, P.O. Box 1358, Kingsville, Texas 78364; Chairman, Board of Trustees, Center for Strategic and International Studies; former Chairman of the President's Foreign Intelligence Advisory Board and former Ambassador to Great Britain; Joined General Motors Board in 1977; Director of American Express Company, Boise Cascade Corporation, Glaxo-Wellcome and Halliburton Company; Member of the Council on Foreign Relations and Board of Overseers Hoover Institution. JOHN H. BRYAN, Sara Lee Corporation, Three First National Plaza, Chicago, Illinois 60602-4260; Chairman and Chief Executive Officer, Sara Lee Corporation, Chicago; Joined General Motors Board in 1993; Director of Amoco Corporation, First Chicago NBD Corporation and its subsidiary, First National Bank of Chicago; Member of The Business Roundtable and Vice Chairman of The Business Council; Chairman of Catalyst; Trustee of the University of Chicago and the Committee for Economic Development. THOMAS E. EVERHART, California Institute of Technology, Parsons-Oates Hall of Administration, 1201 East California Boulevard, Pasadena, California 91125; President and Professor of Electrical Engineering and Applied Physics, California Institute of Technology, Pasadena; Former Chancellor of University of Illinois, Urbana-Champaign; Joined General Motors Board in 1989; Director of Hewlett-Packard Corporation, Reveo, Inc., Corporation for National Research Initiatives, Community Television of Southern California (KCET); Member of National Academy of Engineering; Vice Chairman, Council on Competitiveness. CHARLES T. FISHER, III, 100 Renaissance Center, Detroit, Michigan 48243; Retired Chairman and President of NBD Bancorp, Inc. and its subsidiary NBD Bank, N.A., 611 Woodward Avenue, Detroit, Michigan 48226-3408; Joined General Motors Board in 1972; Director of Hughes Electronics Corporation, AMR Corporation and its subsidiary American Airlines, Inc., First Chicago NBD Corporation and its subsidiaries First National Bank of Chicago and NBD Bank (Michigan). J. WILLARD MARRIOTT, JR., Marriott International, Inc., One Marriott Drive, Washington, D.C. 20058; Chairman, President and Chief Executive Officer, Marriott International, Inc., Washington, D.C., since October 1993; Chairman, President and Chief Executive Officer, Marriott Corporation (1985-1993); Joined General Motors Board in 1989; Director of Host Marriott Corporation (formerly Marriott Corporation), Host Marriott Services Corporation, Outboard Marine Corporation, and the U.S.-Russia Business Council; Serves on Board of Trustees of National Geographic Society, Georgetown University and the Mayo Foundation; Member of The Business Council and The Business Roundtable. 7 ANN D. MCLAUGHLIN, 4320 Garfield, N.W., Washington, D.C.; Former U.S. Secretary of Labor (1987-1989); Vice Chairman, The Aspen Institute; President, Federal City Council, Washington, D.C. (1990-1995); Joined General Motors Board in 1990; Director of AMR Corporation and its subsidiary American Airlines, Inc., Federal National Mortgage Association, Harman International Industries, Host Marriott Corporation (formerly Marriott Corporation); Kellogg Company, Nordstrom, Potomac Electric Power Company, Sedgwick Group plc, Union Camp Corporation, and Vulcan Materials Company; Trustee of The Public Agenda Foundation, The Conservation Fund and Rand; Board of Overseers, Wharton School of Business, University of Pennsylvania. HARRY J. PEARCE, General Motors Corporation, 3044 West Grand Boulevard, Detroit, Michigan 48202-3091; Vice Chairman, General Motors Board since January 1, 1996, and Executive Vice President, Electronic Data Systems Corporation, Hughes Electronics Corporation, GM Locomotive Group EMD, Allison Transmission Division and Corporate Affairs since 1994, Executive Vice President and General Counsel (1992-1994), Vice President and General Counsel (1987-1992); Joined General Motors in 1985 and its Board in 1996; Member of The President's Council; Director of Hughes Electronics Corporation, Marriott International, Inc.; Member, The Conference Board, Northwestern University School of Law Visiting Committee, and Board of Visitors, United States Air Force Academy; Trustee, Howard University. EDMUND T. PRATT, JR., Astor Lane, Port Washington, New York 11050; Chairman Emeritus and currently director of Pfizer Inc., 253 East 42nd Street, New York, New York 10017; Joined General Motors Board in 1977; Director of Hughes Electronics Corporation, Chase Manhattan Corporation and its subsidiary Chase Manhattan Bank, N.A., International Paper Company, Minerals Technologies Inc. and AEA Investors, Inc.; Member of The Business Council. JOHN G. SMALE, The Procter & Gamble Company, P.O. Box 599, Cincinnati, Ohio 45201-0599; Chairman of the Executive Committee of General Motors since January 1, 1996, former Chairman, General Motors (November 2, 1992-December 31, 1995); Retired Chairman and Chief Executive of The Procter & Gamble Company; Joined General Motors Board in 1982; Member of the Executive Committee of The Business Council; Board of Governors, The Nature Conservancy; Emeritus Trustee of Kenyon College. JOHN F. SMITH, JR., General Motors Corporation, 3044 West Grand Boulevard, Detroit, Michigan 48202-3091; Chairman, General Motors since January 1, 1996, and Chief Executive Officer and President since November 2, 1992, President (April-November 1992), Vice Chairman, Board of Directors (1990-1992), Executive Vice President, International Operations (1988-1990); Joined General Motors in 1961 and its Board in 1990; Member of The President's Council; Director of Hughes Electronics Corporation, The Procter & Gamble Company; Member of The Business Roundtable, The Business Council, U.S.-Japan Business Council and the Chancellor's Executive Committee of the University of Massachusetts; Member of Board of Overseers of Memorial Sloan-Kettering Cancer Center and Member of Board of Polish-American Enterprise Fund. LOUIS W. SULLIVAN, Morehouse School of Medicine, 720 Westview Drive, S.W., Atlanta, Georgia 30310-1495; President, Morehouse School of Medicine, Atlanta, Georgia, since January 21, 1993; U.S. Secretary of Health and Human Services, 200 Independence, S.W., Washington, D.C. 20201 (1989-1993); Joined General Motors Board in 1993; Director of Georgia Pacific, 3M Corporation, Household International Inc., CIGNA Corporation, Bristol-Myers Squibb Company and Equifax Corporation. DENNIS WEATHERSTONE, J.P. Morgan & Co. Incorporated, 60 Wall Street, 21st Floor, New York, New York 10260; Retired Chairman and currently director of J.P. Morgan & Co. Incorporated and its subsidiary Morgan Guaranty Trust Company of New York; Joined General Motors Board in 1986; Director of L'Air Liquide, Merck & Co., Inc. and the Institute for International Economics; Member of The Business Council; President and trustee of the Royal College of Surgeons Foundation, Inc., New York; Trustee of the Alfred P. Sloan Foundation; Independent member of the Board of Banking Supervision of the Bank of England. THOMAS H. WYMAN, S.G. Warburg & Co., Inc., 277 Park Avenue, New York, New York 10172; Chairman, S.G. Warburg & Co. Inc., New York, and former Chairman, President and Chief Executive Officer, CBS Inc., 8 New York; Joined General Motors Board in 1985; Director of Hughes Electronics Corporation, AT&T, Zeneca Group PLC (London) and United Biscuits (Holdings) plc (Edinburgh); Member of The Business Council; Trustee Emeritus of The Ford Foundation and of The Aspen Institute; Chairman Emeritus of Amherst College. C. MICHAEL ARMSTRONG, Hughes Electronics Corporation, 7200 Hughes Terrace, Los Angeles, California 90045-0066; Chairman and Chief Executive Officer, Hughes Electronics Corporation since March 1992; Senior Vice President, International Business Machines Corporation, Old Orchard Road, Armonk, New York 10504 (1989-March 1992); Member of the President's Council. J. T. BATTENBERG, III, General Motors Corporation, 3044 West Grand Boulevard, Detroit, Michigan, 48202-3091; Executive Vice President, General Motors since July 1995 and President, Delphi Automotive Systems since July 1994, Senior Vice President (July 1994-July 1995), Vice President and Group Executive in charge of the Automotive Components Group (May 1992-July 1994), Vice President and Group Executive in charge of the Buick-Oldsmobile-Cadillac Group (June 1988-May 1992); Associated with General Motors since 1961; Member of the President's Council. LOUIS R. HUGHES, General Motors Corporation, 3044 West Grand Boulevard, Detroit, Michigan, 48202-3091; Executive Vice President, International Operations, General Motors since November 1992 and President, International Operations since September 1994, President, General Motors Europe and Vice President and Group Executive (April-November 1992), Chairman and Managing Director of Adam Opel AG (March 1989-April 1992); Associated with General Motors since 1966; Member of the President's Council. J. MICHAEL LOSH, General Motors Corporation, 3044 West Grand Boulevard, Detroit, Michigan, 48202-3091; Executive Vice President and Chief Financial Officer, General Motors since July 1994, Group Executive in charge of North American Vehicle Sales, Service, and Marketing (May 1992-July 1994), Vice President and General Manager of Oldsmobile Division (June 1989-May 1992); Associated with General Motors since 1964; Member of the President's Council. G. RICHARD WAGONER, JR., General Motors Corporation, 3044 West Grand Boulevard, Detroit, Michigan, 48202-3091; Executive Vice President, General Motors since November 1992 and President, North American Operations since July 1994, Chief Financial Officer (November 1992-July 1994), President and Managing Director of General Motors do Brasil (July 1991-November 1992), Vice President in charge of finance for General Motors Europe (June 1989-July 1991); Associated with General Motors since 1977; Member of the President's Council. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. ITEM 10(A) The following table sets forth, as of February 29, 1996, beneficial ownership of Class E Common Stock for certain Instruction C Persons and pension and profit-sharing or similar plans of General Motors (excluding its subsidiaries). Ownership of less than one percent of the outstanding shares of Class E Common Stock is indicated by an asterisk. Upon consummation of the Split-Off, each outstanding share of Class E Common Stock will be automatically converted into one share of EDS Common Stock.
SHARES PERCENT BENEFICIALLY OF BENEFICIAL OWNER OWNED CLASS ---------------- ------------ ------- J. T. Battenberg, III............................... 1,208 * J. M. Losh.......................................... 5,659 * General Motors Retirement Plan for Salaried Employees............................. 7,295,169 1.5 General Motors Savings Plans Master Trust........... 14,760,025 3.0 General Motors Canadian Savings-Stock Purchase Program............................................ 100,310 *
9 ITEM 10(B) On various dates between February 9 and April 10, 1996, certain pension and profit-sharing or similar plans of General Motors (excluding its subsidiaries) effected transactions in Class E Common Stock. During such period, the General Motors Savings Plans Master Trust purchased an aggregate amount of approximately 4.5 million shares of Class E Common Stock at prices ranging from $53.75 to $56.595 per share and sold an aggregate amount of approximately 323,000 shares of Class E Common Stock at prices ranging from $53.188 to $57.75 per share. The General Motors Canadian Savings-Stock Purchase Program also purchased within such period an aggregate amount of approximately 8,200 shares of Class E Common Stock at an average price of $56.225 per share and sold an aggregate amount of approximately 680 shares of Class E Common Stock at an average price of $56.6801 per share. In addition, on February 21, 1996, the General Motors Retirement Plan for Salaried Employees sold 15,800 shares of Class E Common Stock at a price of $55.855 per share, and on February 23, 1996, the General Motors Hourly-Rate Employees Pension Plan sold 21,300 shares of Class E Common Stock at the same per share price. Since April 10, 1996, other transactions in Class E Common Stock may have been effected by certain General Motors pension and profit-sharing or similar plans in the ordinary course. Due to the fact that under the General Motors Amended 1987 Stock Incentive Plan no provision exists to deal with the treatment of options relating to Class E Common Stock in the event of the elimination of Class E Common Stock as would occur upon the split-off of EDS from General Motors, Harry J. Pearce, Vice Chairman and Director of General Motors, the only holder of options relating to Class E Common Stock under the General Motors Amended 1987 Stock Incentive Plan exercised all of his Class E Common Stock options on April 25, 1996 for the purchase of 12,950 shares of Class E Common Stock at an exercise price of $28.50 per share and 22,300 shares of Class E Common Stock at an exercise price of $38.88 per share. On the same date, Mr. Pearce sold all of the shares of Class E Common Stock acquired pursuant to such exercise, in addition to 1,388 previously held shares, at a price of $56.07 per share. 10 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 /s/ John F. Smith, Jr. By: _________________________________ John F. Smith, Jr. Chairman, Chief Executive Officer, and President Dated: June 12, 1996 II-1 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION OF EXHIBIT PAGE ------- ---------------------- ------------ (a)(1) Not Applicable. (b)(1) Opinion of Merrill Lynch, dated March 31, 1996, which is attached as Appendix B-1 to the Solicitation Statement/Prospectus that forms a part of the Regis- tration Statement filed as Exhibit (d)(1) hereto.* (b)(2) Opinion of Lehman Brothers, dated March 31, 1996, which is attached as Appendix B-2 to the Solicitation Statement/Prospectus that forms a part of the Regis- tration Statement filed as Exhibit (d)(1) hereto.* (b)(3) Opinion of Morgan Stanley, dated March 31, 1996, which is attached as Appendix B-3 to the Solicitation Statement/Prospectus that forms a part of the Regis- tration Statement filed as Exhibit (d)(1) hereto.* (b)(4) Presentation to the General Motors Board of Directors Regarding Split-Off of EDS, dated March 31, 1996, given by Merrill Lynch.* (b)(5) Presentation to the General Motors Board of Directors concerning the Split-Off of EDS, dated March 31, 1996, given by Morgan Stanley and Lehman Brothers.* (b)(6) Letter, dated August 2, 1995, from McKinsey.* (b)(7) Letter, dated March 1, 1996, from McKinsey.* (b)(8) Report from McKinsey dated August 23, 1995. (Filed initially in paper format under cover of Form SE and filed in an EDGAR version herewith; portions of which have been granted confidential treatment pursuant to an order of the Commission).* (c)(1) Merger Agreement dated as of April 19, 1996 between General Motors and Mergeco, which is attached as Ap- pendix A to the Solicitation Statement/Prospectus that forms a part of the Registration Statement filed as Exhibit (d)(1) hereto.* (d)(1) Registration Statement.* (e)(1) Not Applicable. (f)(1) Not Applicable.
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