-----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, AiGqP2sp2YtmBrrUD3MN66JZQw1XPjXFPpEW90Af1XaQSRykFMeHMTw3AlsQc+Dx bJlqttE6vmqXP/WjrtPx9A== /in/edgar/work/20000526/0000950131-00-003636/0000950131-00-003636.txt : 20000919 0000950131-00-003636.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950131-00-003636 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: [3711 ] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-37025 FILM NUMBER: 644968 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 3044 W GRAND BOULEVARD CITY: DETROIT STATE: MI ZIP: 48202-3091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: [3711 ] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 3044 W GRAND BOULEVARD CITY: DETROIT STATE: MI ZIP: 48202-3091 SC TO-I/A 1 AMENDMENT #1 TO SCHEDULE TO-I - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of The Securities Exchange Act of 1934 (Amendment No. 1) GENERAL MOTORS CORPORATION (Name of Subject Company (issuer)) GENERAL MOTORS CORPORATION (ISSUER) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK $1 2/3 Par Value Per Share (Title of Class of Securities) 370442105 (CUSIP Number of Class of Securities) Peter R. Bible Chief Accounting Officer General Motors Corporation 300 Renaissance Center Detroit, MI 48265-3000 (313) 556-5000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -Copies to- Warren G. Andersen Marcy J.K. Tiffany General Motors Corporation Hughes Electronics Corporation 300 Renaissance Center 200 North Sepulveda Boulevard Detroit, Michigan 48265 El Segundo, California 90245 (313) 665-4921 (310) 662-9688
Joseph P. Gromacki Frederick S. Green Francis J. Morison Victor I. Lewkow Kirkland & Ellis Michael E. Lubowitz Sarah Beshar Cleary, Gottlieb, Steen & Hamilton 200 East Randolph Drive Weil, Gotshal & Manges LLP Davis Polk & Wardwell One Liberty Plaza New Chicago, Illinois 60601 767 Fifth Avenue 450 Lexington Avenue York, New York 10006 (312) 861-2000 New York, New York 10153 New York, New York 10017 (212) 225-2000 (212) 310-8000 (212) 450-4000
------------- CALCULATION OF FILING FEE ------------------------------------------------ ------------------------------------------------
Transaction Valuation* Amount of Filing Fee ---------------------------------------------------------------- $7,586,739,033 $1,517,347.81 ----------------------------------------------------------------
------------------------------------------------ * Estimated solely for the purpose of calculating the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended. [x] Check the box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,121,428.17 Form or Registration No.: Form S-4 Filing party: General Motors Corporation Registration No. 333-30826 Date Filed: March 22, 2000 [_]Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_]third-party tender offer subject to Rule 14d-1. [X]issuer tender offer subject to Rule 13e-4. [_]going-private transaction subject to Rule 13e-3. [_]amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 to Issuer Tender Offer Statement on Schedule TO ("Amendment No. 1") relates to an offer by General Motors Corporation, a Delaware corporation ("General Motors" or "GM"), to holders of its $1 2/3 par value common stock to exchange 1.065 shares of Class H common stock of General Motors for each share of $1 2/3 par value common stock validly tendered in the exchange offer and accepted by GM, up to a maximum of 86,396,977 shares of $1 2/3 par value common stock to be accepted and 92,012,781 shares of Class H common stock to be issued. The offer to exchange was made upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus, dated April 24, 2000, the related Letter of Transmittal and the instructions thereto, and certain other relevant documents (collectively, the "Exchange Offer"). Copies of the Offering Circular-Prospectus and the related Letter of Transmittal and instructions thereto were previously filed on Schedule TO as Exhibit 12(a)(1)(i) and 12(a)(1)(ii), respectively. This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. Item 4. Terms of the Transaction. Item 4(a) of Schedule TO is hereby amended and supplemented by adding the following language: The Exchange Offer expired at 12:00 midnight, New York City time, on Friday, May 19, 2000, and was not extended. 339,700,412 shares of $1 2/3 par value common stock were validly tendered and not withdrawn prior to the expiration of the Exchange Offer. General Motors accepted 86,396,977 shares of $1 2/3 par value common stock validly tendered and issued 92,012,781 shares of Class H common stock in exchange. The final proration factor for the Exchange Offer was 24.78958662%. On May 26, 2000, General Motors issued a press release announcing the final results of the Exchange Offer, a copy of which is filed as Exhibit 12(a)(5)(iv) to this Amendment No. 1 and is incorporated herein by reference. Item 12. Exhibits. Item 12 of Schedule TO is hereby amended and supplemented by adding the following to the Index of Exhibits, which is incorporated herein by reference: 12(a)(5)(iv) Press Release, dated May 26, 2000. 12(d)(7) Agreement and Acknowledgment of Exchange of Shares and Plan of Reorganization, dated May 26, 2000, between General Motors Corporation and Fleet National Bank, acting in its capacity as stock transfer agent and registrar for General Motors Corporation and exchange agent in the Exchange Offer.
SIGNATURE 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/ Warren G. Andersen By: _________________________________ Name: Warren G. Andersen Title: Assistant Secretary and Attorney In Fact Dated: May 26, 2000 INDEX TO EXHIBITS
Exhibit No. Description ----------- ----------- 12(a)(1)(i) Offering Circular-Prospectus dated April 24, 2000, incorporated by reference to the Registration Statement.* 12(a)(1)(ii) Letter of Transmittal and Instructions to the Letter of Transmittal, incorporated by reference to Exhibit 99.1 to the Registration Statement.* 12(a)(1)(iii) Notice of Guaranteed Delivery, incorporated by reference to Exhibit 99.2 to the Registration Statement.* 12(a)(1)(iv) Letter to Brokers, Securities Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit 99.3 to the Registration Statement.* 12(a)(1)(v) Letter to Clients for use by Brokers, Securities Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit 99.4 to the Registration Statement.* 12(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, incorporated by reference to Exhibit 99.5 to the Registration Statement.* 12(a)(1)(vii) Letter from General Motors Corporation to holders of $1 2/3 par value common stock, incorporated by reference to Exhibit 99.6 to the Registration Statement.* 12(a)(1)(viii) Checklist for Participation in the Exchange Offer, incorporated by reference to Exhibit 99.7 to the Registration Statement.* 12(a)(1)(ix) Letter from General Motors Corporation to Savings Plan Participants.* 12(a)(1)(x) Correspondence to GM Savings Plan Participants.* 12(a)(1)(xi) Correspondence to GM of Canada Savings Plan Participants.* 12(a)(1)(xii) Correspondence to GMAC Mortgage Group Savings Plan Participants.* 12(a)(1)(xiii) Supplemental Disclosure for Belgium in French.* 12(a)(1)(xiv) Supplemental Disclosure for Belgium in Dutch.* 12(a)(1)(xv) Supplemental Disclosure for Germany, which together with the U.K. Prospectus, as defined below, constitutes the German prospectus.* 12(a)(1)(xvi) Supplemental Disclosure for the Canadian Province of Quebec.* 12(a)(1)(xvii) Supplemental Disclosure for the United Kingdom, which together with substantially all of the Registration Statement, incorporated herein by reference, and the Annual Report on Form 10-K of General Motors for the fiscal year ended December 31, 1999, incorporated herein by reference, constitutes the United Kingdom prospectus (the "U.K. Prospectus").* 12(a)(1)(xviii) Letter to holders of $1 2/3 par value common stock in Germany.* 12(a)(1)(xix) Notice to registered holders of $1 2/3 par value common stock in the Netherlands.* 12(a)(1)(xx) Letter of Transmittal for holders of $1 2/3 par value common stock in the Netherlands.* 12(a)(1)(xxi) Checklist for Participation in the Exchange Offer for holders of $1 2/3 par value common stock in the Netherlands.* 12(a)(2) Not applicable. 12(a)(3) Not applicable. 12(a)(4) Offering Circular-Prospectus dated April 24, 2000, incorporated by reference to the Registration Statement.* 12(a)(5)(i) Newspaper Advertisement of Exchange Offer for publication in several U.S. newspapers.* 12(a)(5)(ii) Form of Information Regarding U.S. Federal Income Tax Basis.* 12(a)(5)(iii) Form of Stockholder Attachment to 2000 Federal Income Tax Return.* 12(a)(5)(iv) Press Release, dated May 26, 2000.**
Exhibit No. Description ----------- ----------- 12(b) Not applicable. 12(d)(1) Registration Rights Agreement, dated as of June 21, 1999, between General Motors Corporation and America Online, Inc., incorporated by reference to Exhibit 99.10 to the Registration Statement.* 12(d)(2) Purchase Agreement, dated as of June 21, 1999, by and among General Motors Corporation, Hughes Electronics Corporation and America Online, Inc., incorporated by reference to Exhibit 99.11 to the Registration Statement.* 12(d)(3) Registration Rights Agreement, dated as of April 28, 1999, between General Motors Corporation and PRIMESTAR, Inc., incorporated by reference to Exhibit 99.12 to the Registration Statement.* 12(d)(4) Stock Transfer Agreement, dated April 28, 1999, by and among General Motors Corporation, PRIMESTAR, Inc., TCI Satellite Entertainment, Inc. and Hughes Electronics Corporation, incorporated by reference to Exhibit 99.13 to the Registration Statement.* 12(d)(5) Form of Registration Rights Agreement, by and among General Motors Corporation and United States Trust Company of New York, as Trustee of the General Motors Hourly-Rate Employees Pension Plan and as Trustee of a dedicated account within the General Motors Welfare Benefit Trust, incorporated by reference to Exhibit 99.14 to the Registration Statement.* 12(d)(6) Master Agreement, dated as of March 13, 2000, between Fiat S.p.A. and General Motors Corporation, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of General Motors Corporation dated March 13, 2000.* 12(d)(7) Agreement and Acknowledgment of Exchange of Shares and Plan of Reorganization, dated May 26, 2000, between General Motors Corporation and Fleet National Bank, acting in its capacity as stock transfer agent and registrar for General Motors Corporation and exchange agent in the Exchange Offer.** 12(g) Not applicable. 12(h) Opinion of Kirkland & Ellis, incorporated by reference to Exhibit 8 to the Registration Statement.*
- -------- *Filed previously. **Filed herewith. EX-12.A 2 PRESS RELEASE, DATED 05/26/2000 Exhibit 12(a)(5)(iv) GM ANNOUNCES FINAL RESULTS OF SUCCESSFUL EXCHANGE OFFER DETROIT -- General Motors (NYSE: GM, GMH) today announced the final results of its highly successful exchange offer of GM Class H common stock for outstanding shares of GM $1-2/3 par value common stock, including the final proration factor of 24.78958662 percent. The exchange offer period concluded at midnight on May 19, 2000. The exchange, which was substantially oversubscribed, effectively accomplished the repurchase of about 14 percent of GM $1-2/3 stock and, as a result, will have a significant favorable impact on GM $1-2/3 earnings per share going forward. In addition, GM's plan to contribute up to $7 billion of Class H stock to certain of its employee benefit plans would reduce GM's annual pension expense and other post-retirement employee-benefit expense and would strengthen GM's financial position. Based on the final count by the exchange agent, 339,700,412 shares of GM $1-2/3 stock were validly tendered, including 2,899,364 shares held by eligible odd-lot stockholders. On the basis of 1.065 shares of Class H stock for each share of GM $1-2/3 stock, in accordance with the exchange ratio, GM has accepted 86,396,977 shares of GM $1-2/3 stock in exchange for a total of 92,012,781 shares of Class H stock. All shares of GM $1-2/3 stock tendered by eligible odd-lot stockholders have been accepted; all other shares have been accepted at the proration factor stated above. Morrow & Co., Inc. is GM's information agent for the share exchange. Stockholders with questions about the share exchange may contact Morrow & Co. toll-free within the United States at (877) 816-5329, or collect from outside the U.S. at (212) 754-8000. Shares of GM Class H will be credited promptly to accounts of tendering stockholders by the stock transfer agent, registrar and exchange agent, Fleet National Bank. Morgan Stanley Dean Witter acted as dealer manager for General Motors in connection with the exchange offer. Hughes engaged Salomon Smith Barney, Inc. as marketing manager in connection with the exchange offer. # # # GM has filed a final Registration Statement on Form S-4, including a final prospectus, regarding the exchange offer referred to above and has filed other documents with the SEC which contain related important information, all of which investors are advised to read. Holders of GM $1-2/3 common stock may obtain a free copy of the final prospectus and other documents filed by General Motors at the SEC's website at www.sec.gov, at GM's website at www.gm.com, or from General Motors by directing such request in writing or by telephone to: GM Fulfillment Center, 30200 Stephenson Hwy. (MC 480-000-FC1), Madison Heights, Mich. 48071, telephone: (313) 667-1500, menu option #2. Inquiries from the news media should be directed to GM Communications at (212) 418-6380. # # # EX-12.D 3 AGREEMENT AND ACKNOWLEDGEMENT OF EXCHANGE OFFER Exhibit 12(d)(7) AGREEMENT AND ACKNOWLEDGMENT OF EXCHANGE OF SHARES AND PLAN OF REORGANIZATION AGREEMENT AND ACKNOWLEDGMENT OF EXCHANGE OF SHARES AND PLAN OF REORGANIZATION, dated as of May 26, 2000 (this "Agreement"), between General Motors Corporation, a Delaware corporation ("General Motors"), and Fleet National Bank ("Fleet"), acting in its capacity as stock transfer agent and registrar for General Motors and exchange agent in the Exchange Offer (as defined below). WHEREAS, General Motors on April 24, 2000 commenced an offer (the "Exchange Offer") to holders of its Common Stock, $1 2/3 par value per share ("$1 2/3 Par Value Common Stock"), to exchange 1.065 shares of Class H Common Stock, $0.10 par value per share ("Class H Common Stock"), of General Motors for each share of $1 2/3 Par Value Common Stock (the "Exchange Ratio") validly tendered in the Exchange Offer and accepted by GM, up to a maximum of 86,396,977 shares of $1 2/3 par value common stock to be accepted and 92,012,781 shares of Class H common stock to be issued, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus, dated April 24, 2000, relating to the Exchange Offer, the related Letter of Transmittal and the instructions thereto, and certain other relevant documents; WHEREAS, the Exchange Offer is intended by General Motors to (i) effect a readjustment of continuing interests in GM under a modified corporate form and (ii) qualify as a reorganization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement is intended to constitute a plan of reorganization for purposes of Chapter 1, Subchapter C of the Code; WHEREAS, Fleet is the stock transfer agent and registrar for General Motors and is also serving as the exchange agent for the Exchange Offer; WHEREAS, the Exchange Offer expired as of 12:00 Midnight, New York City Time on Friday, May 19, 2000; WHEREAS, all of the conditions to the consummation of the Exchange Offer described in the Offering Circular-Prospectus, dated April 24, 2000, have been satisfied or waived by General Motors; WHEREAS, 339,700,412 shares of $1 2/3 Par Value Common Stock were validly tendered in the Exchange Offer, including 2,899,364 shares held by eligible odd-lot stockholders, resulting in a proration factor, as determined by Fleet, acting in its capacity as exchange agent in the Exchange Offer, in accordance with the terms and conditions of the Exchange Offer, of 24.78958662%; WHEREAS, General Motors intends to accept 86,396,977 shares of $1 2/3 Par Value Common Stock validly tendered in the Exchange Offer and, in accordance with the terms of the Exchange Offer, General Motors intends to issue 92,012,781 shares of Class H Common Stock in exchange therefor; and NOW, THEREFORE, in consideration of the premises, the parties hereto agree as set forth below: 1. General Motors hereby notifies Fleet that it accepts the tenders of 86,396,977 shares of $1 2/3 Par Value Common Stock for exchange in the Exchange Offer. 2. Fleet hereby agrees to deliver the 86,396,977 shares of $1 2/3 Par Value Common Stock validly tendered in the Exchange Offer and accepted by General Motors. 3. General Motors hereby issues to Fleet, as agent for the tendering stockholders, and Fleet hereby acknowledges receipt from General Motors of the 92,012,781 shares of Class H Common Stock that corresponds, based on the Exchange Ratio and taking into account proration, if any, to the number of shares of $1 2/3 Par Value Common Stock accepted by General Motors in the Exchange Offer. 4. In recognition of the foregoing, Fleet, acting in its capacity as transfer agent and registrar for the Class H Common Stock, hereby agrees promptly to credit such shares of Class H Common Stock to book-entry accounts maintained by Fleet for the benefit of the tendering stockholders, subject to the terms of the Exchange Offer relating to fractional shares, and, as soon as reasonably practicable, to send such tendering stockholders an account statement evidencing their holdings. 5. Fleet, acting as agent for holders of $1 2/3 Par Value Common Stock otherwise entitled to receive fractional shares of Class H Common Stock as a result of the Exchange Offer, hereby agrees to aggregate all fractional shares and sell them for the accounts of those holders of $1 2/3 Par Value Common Stock after the Exchange Offer. Fleet hereby agrees to distribute the proceeds from such sales, net of commissions, to those holders of $1 2/3 Par Value Common Stock on a pro rata basis. 6. The parties hereby agree to execute such other documents as may be necessary or desirable to document and/or confirm the completion of the Exchange Offer. 7. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. -2- 8. This Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together, shall constitute one and the same instrument. * * * * * * -3- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. GENERAL MOTORS CORPORATION /s/ Warren G. Andersen ---------------------------------- By: Warren G. Andersen Its: Assistant Secretary FLEET NATIONAL BANK, as Transfer Agent and Registrar for General Motors, including for the $1 2/3 Par Value Common Stock and the Class H Common Stock, and as Exchange Agent for the Exchange Offer /s/ Daniel J. McGrory ---------------------------------- By: Daniel J. McGrory Its: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----