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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
(DATED MAY 23, 1995)
TO
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) 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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APRIL 25, 1995
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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Page 1 of 6 pages
Exhibit Index on Page 4
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AMENDMENT NO. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4/A
This Amendment No. 2 dated May 23, 1995, supplements the Issuer Tender Offer
Statement on Schedule 13E-4 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-4.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Form of press release dated May 23, 1995
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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: __WARREN G. ANDERSEN______________
Warren G. Andersen
Assistant Secretary
Dated: May 23, 1995
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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(a)(10) Form of press release dated May 23, 1995
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[Logo] GENERAL MOTORS CORPORATION
767 FIFTH AVENUE NEWS
NEW YORK, N.Y. 10153
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FOR RELEASE
Tuesday, May 23, 1995 Contact: Toni Simonetti
(212) 418-6380
GM CONCLUDES TENDER OFFERS FOR DEPOSITARY PREFERENCE SHARES
New York - General Motors Corporation today announced that its tender
offers to purchase for cash any and all of its outstanding Series B, Series D
and Series G depositary shares have expired as originally scheduled at 12
midnight (ET) on Monday, May 22, 1995.
Based upon a preliminary count, the following approximate number of shares
were tendered in offers that began on April 25, 1995: 24.4 million Series B
depositary shares, 9.6 million Series D depositary shares, and 12.9 million
Series G depositary shares.
In accordance with the terms of the offers, GM will purchase all the
depositary shares properly tendered, for an aggregate purchase price of
approximately $1.3 billion. Following payment for shares properly tendered, the
shares which will remain outstanding will be as follows: approximately 19.9
million Series B depositary shares, 6.1 million Series D depositary shares, and
10.1 million Series G depositary shares.
Payment for the tendered depositary shares is expected to be made in
approximately one week.
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