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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
(DATED JUNE 1, 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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This 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 3 pages
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AMENDMENT NO. 3 TO
RULE 13E-3 TRANSACTION STATEMENT ON SCHEDULE 13E-3/A
This Amendment No. 3 dated June 1, 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 16. ADDITIONAL INFORMATION.
The exact number of Series B 9 1/8% Depositary Shares acquired pursuant to
the Series B Offer was 24,279,414. The exact number of Series D 7.92% Depositary
Shares acquired pursuant to the Series D Offer was 9,630,091. The exact number
of Series G 9.12% Depositary Shares acquired pursuant to the Series G Offer was
12,920,101.
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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: June 1, 1995
