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) November 21, 2008

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

1-43 (Commission File Number)	DELAWARE (State or other jurisdiction of incorporation)	38-0572515 (I.R.S. Employer Identification No.)
300 Renaissance Center, Detroit, Michigan (Address of Principal Executive Offices)		48265-3000 (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 (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
	ITEM 8.01 Other Events
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EX-99.1
EX-99.2

ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 30, 2008, General Motors Corporation (“GM”) announced on September 30, 2008 that it had suspended purchases of its common stock, par value $1 2/3 per share (the “Common Stock”), by employees in GM’s Savings-Stock Purchase Plan (“S-SPP”) and the Personal Savings Plan (“PSP”) (collectively the “Plans”). All purchases of Common Stock under the Plans were suspended because the Plans had issued all of their registered shares of Common Stock. This suspension was the result of recent unexpectedly high demand among the Plans’ participants due to increased employee interest and a lower market price for the Common Stock. The demand significantly exceeded the usual volume and exhausted the supply of registered stock more quickly than the administrators of the Plans foresaw. This trading blackout began on September 30, 2008 and was expected to end the week of November 9, 2008 when GM planned to file a registration statement with the SEC registering additional shares for the Plans.

On November 21, 2008, GM announced that State Street Bank and Trust Company (“State Street”), which serves as the independent fiduciary of the GM Common Stock Fund in the Plans, determined that, due to GM’s recent earnings announcement and related information about GM’s business, it was not appropriate to allow additional investments by participants into the GM Common Stock Fund. As independent fiduciary, State Street is specifically authorized pursuant to its agreements with GM and the Plan documents to impose restrictions on purchases or exchanges into and out of the GM Common Stock Fund at any time. Accordingly, the temporary suspension on purchases of the GM Common Stock Fund that began on September 30 and is described in the paragraph above continues until further notice. GM has not registered additional shares of GM Common Stock for the Plans with the SEC.

Plan participants, other than directors and officers, are not prevented from selling Common Stock through the Plans, or buying or selling Common Stock outside the Plans, during the blackout period. Based on the provisions of the Plans, these participants may also at any time exchange shares in the Common Stock Fund for other investment options or change their contribution election. The contributions of participants currently directed to the GM Common Stock Fund, will be invested in the default fund for the Plan in which they participate, unless they provide new instructions. This means that, until the temporary suspension for Common Stock purchases is removed, that contributions to the S-SPP will be invested in the Pyramis Strategic Balanced Commingled Pool investment option and that contributions to the PSP will be invested in the Pyramis Active Lifecycle Commingled Pool Investment option closest to the year that the participant will attain the age of 65.

On November 21, 2008, GM sent a notice to its directors and executive officers informing them of the trading restrictions in the Common Stock Fund imposed by State Street and that the blackout period instituted on September 30, 2008 would continue. During the blackout period, GM’s directors and executive officers will be prohibited from directly acquiring, disposing of or transferring any equity securities of GM acquired by them in connection with their service and/or employment with GM in such capacities. The notice was sent to ensure compliance with Section 306(a) of the Sarbanes-Oxley Act of 2002. In accordance with the unforeseeable circumstance exemption under Section 306(a) GM determined that it was unable to give advance notice of the blackout period to the directors and executive officers. A copy of the notice is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 8.01 Other Events

On November 18, 2008, GM sold its remaining equity stake in Suzuki Motor Corporation (“Suzuki”). GM sold 16,413,000 Suzuki shares, representing approximately 3% of Suzuki’s total issued common stock on the open market. GM received approximately $230 million in proceeds from the sale.

See the News Release dated November 17, 2008, which is attached as Exhibit 99.2 for additional information.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended.

(d) Exhibits

Exhibit No.	Description	Page
99.1	Notice to executive officers and directors of General Motors Corporation dated November 21, 2008
99.2	News Release dated November 17, 2008

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: November 25, 2008	By:	/s/ Nick S. Cyprus
		Nick S. Cyprus, Controller and
		Chief Accounting Officer

EX-99.1

Exhibit 99.1

General Motors Corporation
Employee Benefits and
Human Resources Operations
Mail Code 482-C26-A68
300 Renaissance Center
Detroit, Michigan 48265-3000
USA

Fax # (313) 665-6728

November 21, 2008

To: GM Directors and Executive Officers

Re: Trading Blackout on GM Common Stock

We are required under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) to notify you that you may not purchase or sell, or otherwise acquire or transfer, any GM stock that you have acquired or would acquire in connection with your service to GM as a director or executive officer. This notice is in addition to the notice you previously received.

As you were previously informed, on September 30, 2008, all purchases of GM common stock under GM’s Savings-Stock Purchase Plan (S-SPP) and the Personal Savings Plan (PSP) (collectively, the “Plans”) were suspended because the Plans had issued all of their registered shares of GM common stock. This updated notice is intended to provide you with additional information regarding the GM Common Stock Fund. State Street Bank and Trust Company (“State Street”) serves as the independent fiduciary of the GM Common Stock Fund for the GM S-SPP and PSP. As independent fiduciary, State Street is specifically authorized pursuant to its agreements with GM and the Plan documents to impose restrictions on purchases or exchanges into and out of the GM Common Stock Fund at any time. As such, State Street has determined that due to GM’s recent earnings announcement and related information about GM’s business, it is not appropriate at this time to allow additional investments by participants into the GM Common Stock Fund. Because this decision was made by State Street and not by GM, we were not able to provide advance notice of the suspension of purchases of GM stock under the Plans or of your trading blackout. Under the requirements of Sarbanes-Oxley, we will provide you with a copy of our determination that our inability to provide 15 days notice was due to unforeseeable events.

Aside from directors and executive officers, Plan participants are not prevented from selling GM stock through the Plans during the blackout period. Plan participants may also at any time exchange shares in the GM Common Stock Fund for other investment options or change their contribution election, in accordance with the provisions of the Plans. Participants’ contributions that had been directed to the GM Common Stock Fund are being invested in the default investment option for the Plan in which they participate, unless they have provided new instructions.

- 2 -

Under Sarbanes-Oxley, directors and executive officers are prohibited from trading in their company’s stock, subject to certain limited exceptions, for as long as a majority of participants in the company stock plans are not able to purchase or sell stock. It is presently unknown how long this trading blackout will last since the decision was made by State Street alone and not by GM.

During the blackout period you may receive information about the status of the blackout by contacting Anne Larin, and the actual beginning and ending dates of this blackout period will be available for two years after the ending date from Anne. If you have any other inquiries about this blackout, such as whether a proposed transaction would be acceptable during the blackout, please contact:

Anne Larin
GM Legal Staff
482-C23-D24
300 GM Renaissance Center
P.O. Box 300
Detroit, MI 48265-3000
313-665-4927
anne.t.larin@gm.com

Attached, for your information, is a copy of the Prospectus Addendum that will be sent to all S-SPP and PSP Participants.

Sincerely,
 

 

Preston M. Crabill, Director
Pension and Savings Plans
Employee Benefits and
    Human Resources Operations 

EX-99.2

Exhibit 99.2

For Release:
November 17, 2008 General Motors GM Communications
media.gm.com

GM Sells Equity Stake in Suzuki Motor Corp.
Automakers Maintain Other Business Relationships

Detroit — General Motors Corp. announced today it would sell its remaining equity stake in Suzuki Motor Corp. but based on a mutual agreement would continue the implementation and expansion of its business relationships with the company.

GM plans to sell 16,413,000 Suzuki shares, which is equal to 3 percent of Suzuki’s total issued common stock, on the open market. Based on today’s market price, the shares are worth approximately $230 million.

GM has held an equity stake in Suzuki since 1981, when it purchased approximately 5.3 percent of the Suzuki shares outstanding. GM’s stake was diluted to 3.5 percent in subsequent years, but in 1998 GM increased its holding in Suzuki to 10 percent, and to slightly over 20 percent in 2001. In 2006, GM sold a 17.4 percent stake in Suzuki.

Suzuki and GM will continue promoting and implementing their existing projects, including development and collaboration on advanced technologies such as hybrids and fuel cells; joint operation of their CAMI vehicle manufacturing joint venture in Canada; collaboration on the development of powertrains; the cross-supply of OEM vehicles; joint global purchasing activities; and collaboration on entries in new emerging markets.

“We highly value our strategic relationship with Suzuki,” said Rick Wagoner, GM chairman and chief executive officer. “Despite the sale of our remaining Suzuki shares, this action will have no impact on our existing bilateral business relationships. We look forward to continue building on our success to date with our long-term partner.”

Suzuki and GM also agreed that they would discuss the repurchase of Suzuki shares by GM, should GM express its desire to do so at a future date.

General Motors Corp. (NYSE: GM), the world’s largest automaker, has been the annual global industry sales leader for 77 years. Founded in 1908, GM today employs about 252,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 34 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM’s OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com.

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CONTACT(S):
Michael T. Albano
(86 21) 2899 6463 (office)
(86 13) 81 613 6496 (cell)
Michael.albano@gm.com

Julie M. Gibson
212.418.6381(office)
313.213.3086 (cell)
julie.m.gibson@gm.com