-----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, UkYP0tpYzv3PqQs4hx2qUNeIdr7LNfFjurU+3bvS/UUUGsUHQCN7bDRTg42cu7IF SY0EgtL/hObfaA/GrjgU0A== 0000950152-08-007323.txt : 20080919 0000950152-08-007323.hdr.sgml : 20080919 20080919161837 ACCESSION NUMBER: 0000950152-08-007323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080915 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080919 DATE AS OF CHANGE: 20080919 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: 081080658 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 k35622e8vk.htm GENERAL MOTORS CORPORATION 8-K GENERAL MOTORS CORPORATION 8-K
 
 
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) September 15, 2008
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
     
DELAWARE   38-0572515
(State or other jurisdiction of
incorporation) 		  (I.R.S. Employer
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:
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 

 

 

ITEM 3.02 Unregistered Sale of Equity Securities
     Pursuant to an agreement entered into on September 15, 2008 (the “Agreement”), on September19, 2008, General Motors Corporation (“GM”) issued an aggregate of 28,300,000 shares of its common stock, par value $1 2/3 per share (the “Common Stock) in exchange for $321,981,326 principal amount of its 1.50% Series D Convertible Senior Debentures due 2009 (the “Debentures”), beneficially owned by a qualified institutional holder of the Debentures. The Agreement provided that the amount of Common Stock GM exchanged for the Debentures was based on the daily volume weighted average price of the Common Stock on the New York Stock Exchange (“NYSE”) during a four day pricing period.
     GM did not receive any cash proceeds as a result of the exchange of its Common Stock for the Debentures, which Debentures have been retired and cancelled. GM entered into the Agreement to reduce its debt and interest costs, increase its equity and, thereby, improve its liquidity.
     The issuance of the Common Stock as described above was made by GM pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that this offer constituted an exchange with an existing holder of GM securities and no commission or other remuneration was paid to any party for soliciting such exchange.
      GM will from time to time consider entering into additional exchanges of the type mentioned above on an opportunistic basis.

 

 

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: September 19, 2008  By:   /s/Nick S. Cyprus    
    Nick S. Cyprus, Controller and   
    Chief Accounting Officer   
 

 

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