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GENERAL MOTORS CORPORATION
FORM 8-K
CURRENT REPORT
DATE OF REPORT - MAY 30, 1995
FILED PURSUANT TO SECTION 13
OF THE
SECURITIES EXCHANGE ACT OF 1934
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) May 30, 1995
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GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
767 Fifth Avenue, New York, New York 10153-0075
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
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ITEM 5. OTHER EVENTS.
(a) On May 30, 1995, Electronic Data Systems Corporation ("EDS") and A.T.
Kearney issued press releases announcing that they are engaged in discussions
regarding the possibility of an acquisition of A.T. Kearney by EDS. If a
transaction were to occur, it is expected that EDS' management
consulting business would merge with A.T. Kearney to create a new EDS-owned
management consulting subsidiary. A.T. Kearney, headquartered in Chicago, is
an international management consulting firm with approximately 1900
professional consulting and administrative employees in offices throughout the
Americas, Europe, Asia and Australia. EDS' consulting unit was formed in 1993
and has rapidly grown to more than 1600 professionals organized by industry
expertise and delivering a complete spectrum of consulting services globally.
EDS believes that the proposed transactions if consummated upon terms currently
under discussion, would be minimally dilutive to EDS earnings per share of
General Motors Class E Common Stock in 1995, at least neutral in 1996, and
accretive thereafter. However, no assurance can be made as to actual effects of
a transaction, if consummated, on EDS' earnings, since no agreement has been
reached, and since such predictions rely on assumptions and estimates
concerning the ability of the consulting subsidiary to attain certain revenues,
synergies, cost savings and other matters over significant periods of time.
Assuming that discussion of a transaction continues, the parties contemplate
that initially a letter of intent would be executed which would be subject to
the execution of definitive merger agreements. Thereafter, the transaction
would be subject to the approval of the boards of directors of A.T. Kearney,
EDS and General Motors and the stockholders of A.T. Kearney, as well as to
certain regulatory approvals. There can be no assurance as to the final terms
of any transaction, that a letter of intent or definitive merger agreements
will be entered into or that a transaction will be consummated.
(b) On May 30, 1995, Moody's Investors Service (Moody's) issued a press
release announcing that it had raised the credit ratings of General Motors
Corporation (GM), General Motors Acceptance Corporation (GMAC), Hughes
Electronics Corporation (Hughes) and certain related affiliates. In this
action, the credit rating of GMAC's commercial paper was also raised. The
ratings for commercial paper and term debt of Electronic Data Systems
Corporation and the rating for the commercial paper of Hughes were not affected
by the action announced by Moody's.
In the action announced by Moody's, the rating of senior debt issued by GM,
GMAC and certain of their affiliates was raised to A3 from Baa1. Moody's
defines A3 bonds as having "upper-medium grade" quality, whereas the Baa1
rating signifies "medium grade" quality. The rating for GM preference stock
was upgraded two levels, to baa1 from baa3 (baa3 is the lowest investment grade
category). The rating of commercial paper issued by GMAC was raised to P-1
from P-2. Moody's employs its P-1 rating to indicate that an issuer's ability
to repay is superior relative to other issuers, while the P-2 rating indicates
that the issuer has a strong ability for repayment relative to other issuers.
In response to Moody's action, GM's Executive Vice President and Chief
Financial Officer, J. Michael Losh, stated that "GM is extremely pleased that
Moody's has upgraded its ratings of GM for both long term and short term
credit. We're especially pleased with the upgraded rating of GMAC's commercial
paper, as this will enhance GMAC's financial flexibility and competitiveness.
The significant improvement in GM's profitability, its balance sheet position,
and its cash flow generation, as well as its long-term business strategies,
clearly demonstrate that General Motors earned these upgrades. However, GM
will not be satisfied until we have restored our credit ratings to a superior
(strong A) level."
SIGNATURE
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
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(Registrant)
Date June 1, 1995 By
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/s/ Leon J. Krain
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(Leon J. Krain, Vice President
and Group Executive)
