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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
(DATED MAY 19, 1995)
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)
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:
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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
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is statement is filed in connection with (check the appropriate box):
a. / / 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. / / The filing of a registration statement under the Securities Act
of 1933.
c. /X/ 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: / /
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Page 1 of 7 pages
Exhibit Index on Page 4
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AMENDMENT NO. 1 TO
RULE 13E-3 TRANSACTION STATEMENT ON SCHEDULE 13E-3/A
This Amendment No. 1 dated May 19, 1995, supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 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-3.
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ITEM 14. 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 17. MATERIALS TO BE FILED AS EXHIBITS.
(f) Additional Solicitation Materials
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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
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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(f) Additional Solicitation Materials
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APRIL 25, 1995
SEC # 31785
PROCESSED DATE APR 25, 1995
USER LETTER NUMBER 00594X
IMPORTANT NOTICE
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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
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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
