<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
(DATED JUNE 12, 1996)
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)
CLASS E COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
37044240
(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)
COPIES TO :
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
This statement is filed in connection with (check the appropriate box):
a.[X]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.[X]The filing of a registration statement under the Securities Act of
1933.
c.[_]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: [X]
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ITEMS 1 THROUGH 17. INTRODUCTION
This Rule 13e-3 Transaction Statement is being filed by General Motors
Corporation, a Delaware corporation ("General Motors"), in connection with a
split-off (the "Split-Off") of General Motors' wholly owned subsidiary,
Electronic Data Systems Holding Corporation, a Delaware corporation (together
with its subsidiaries, "EDS"), pursuant to a merger in which each outstanding
share of General Motors Class E Common Stock, $0.10 par value per share (the
"Class E Common Stock"), will be converted into one share of EDS Common Stock,
$0.01 par value per share (the "EDS Common Stock"). As a result of the Split-
Off, EDS will become an independent, publicly held company, holders of Class E
Common Stock will become stockholders of EDS rather than of General Motors,
and Class E Common Stock will cease to exist. All other outstanding shares of
General Motors capital stock will remain outstanding, and the terms of such
stock will remain essentially unchanged.
EDS has filed a Registration Statement on Form S-4 (as amended and including
exhibits, the "Registration Statement") with the Securities and Exchange
Commission concurrently herewith in connection with the Split-Off.
The cross reference sheet on the following pages, which is supplied pursuant
to General Instruction F to Schedule 13E-3, shows the location in the
Solicitation Statement/Prospectus that forms a part of the Registration
Statement of the information required to be included in response to the items
of this Transaction Statement. The information set forth in the Registration
Statement, which is attached hereto as Exhibit (d)(1), is incorporated herein
by reference in its entirety, and responses to each item herein are qualified
in their entirety by such reference.
ITEM 16. ADDITIONAL INFORMATION
The information contained in the Registration Statement is incorporated
herein by reference in its entirety.
The Split-Off and related transactions described in the Registration
Statement were consummated on June 7, 1996.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Exhibit (a)(1) Not Applicable.
Exhibit (b)(1) Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), dated March 31, 1996, which
is attached as Appendix B-1 to the Solicitation
Statement/Prospectus that forms a part of the Registration
Statement filed as Exhibit (d)(1) hereto.
Exhibit (b)(2) Opinion of Lehman Brothers Inc. ("Lehman Brothers"), dated
March 31, 1996, which is attached as Appendix B-2 to the
Solicitation Statement/Prospectus that forms a part of the
Registration Statement filed as Exhibit (d)(1) hereto.
Exhibit (b)(3) Opinion of Morgan Stanley & Co. Incorporated ("Morgan
Stanley"), dated March 31, 1996, which is attached as
Appendix B-3 to the Solicitation Statement/Prospectus that
forms a part of the Registration Statement filed as Exhibit
(d)(1) hereto.
Exhibit (b)(4) Presentation to the General Motors Board of Directors
Regarding Split-Off of EDS, dated March 31, 1996, given by
Merrill Lynch.
Exhibit (b)(5) Presentation to the General Motors Board of Directors
Concerning the Split-Off of EDS, dated March 31, 1996, given by
Morgan Stanley and Lehman Brothers.
Exhibit (b)(6) Letter, dated August 2, 1995, from McKinsey & Company, Inc.
("McKinsey").
Exhibit (b)(7) Letter, dated March 1, 1996, from McKinsey.
Exhibit (b)(8) Report from McKinsey, dated August 23, 1995.
Exhibit (c)(1) Merger Agreement dated as of April 19, 1996 between General
Motors and GM Mergeco Corporation ("Mergeco"), which is
attached as Appendix A to the Solicitation Statement/
Prospectus that forms a part of the Registration Statement
filed as Exhibit (d)(1) hereto.
Exhibit (d)(1) Registration Statement.
Exhibit (e)(1) Not Applicable.
Exhibit (f)(1) Not Applicable.
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN SOLICITATION
SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS
-------------------------- -----------------------------------
<C> <S>
1.Issuer and Class of Security
Subject to the Transaction
(a)............................ Introduction; Summary--General Motors
(b)............................ Introduction; Class E Common Stock--
Introduction; Solicitation of Written
Consent of General Motors Common
Stockholders
(c)............................ Class E Common Stock--Price Range and
Dividends
(d)............................ Risk Factors Regarding General Motors
after the Split-Off--Loss of Potential
Availability of EDS Funds and Assets;
Class E Common Stock--Price Range and
Dividends;--Dividend Policy;--
Considerations Relating to Multi-Class
Common Stock Capital Structure
(e)............................ Security Ownership of Certain Beneficial
Owners and Management of General Motors
and EDS--GM Hourly Plan Special Trust
(f)............................ See Annex 1 to this Transaction
Statement.
2.Identity and Background......... General Motors, the person filing this
Transaction Statement, is the issuer of
the class of equity securities which is
the subject of the Rule 13e-3
transaction.
(a)............................ The persons enumerated in General
Instruction C to Schedule 13E-3 (each,
an "Instruction C Person") are John F.
Smith, Jr., Anne L. Armstrong, John H.
Bryan, Thomas E. Everhart, Charles T.
Fisher, III, J. Willard Marriott, Jr.,
Ann D. McLaughlin, Harry J. Pearce,
Edmund T. Pratt, Jr., John G. Smale,
Louis W. Sullivan, Dennis Weatherstone,
Thomas H. Wyman, J. Michael Losh, G.
Richard Wagoner, Jr., Louis R. Hughes,
J.T. Battenberg, III and C. Michael
Armstrong.
(b)............................ See Annex 1 to this Transaction
Statement.
(c)............................ See Annex 1 to this Transaction
Statement.
(d)............................ See Annex 1 to this Transaction
Statement.
(e)............................ To the best of General Motors' knowledge,
during the past five years, no
Instruction C Person has been convicted
in a criminal proceeding (excluding
traffic violations or similar
misdemeanors).
(f)............................ To the best of General Motors' knowledge,
during the past five years, no
Instruction C Person has been party to a
civil proceeding of a judicial or
administrative body of competent
jurisdiction and as a result of such
proceeding was or is subject to a
judgment, decree or final order
enjoining further violations of, or
prohibiting activities subject to,
federal or state securities laws or
finding any violation of such laws.
(g)............................ Each Instruction C Person is a U.S.
citizen.
3.Past Contacts, Transactions or
Negotiations
(a)............................ Not Applicable
(b)............................ Incorporation of Certain Documents by
Reference; Special Factors--Background
of the Split-Off; Security Ownership of
Certain Beneficial Owners and Management
of General Motors and EDS--GM Hourly
Plan Special Trust
</TABLE>
3
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<TABLE>
<CAPTION>
CAPTION OR LOCATION IN SOLICITATION
SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS
-------------------------- -----------------------------------
<C> <S>
4.Terms of Transaction
(a)............................ The Split-Off; Relationship Between
General Motors and EDS--Post Split-Off
Arrangements; EDS Capital Stock
(b)............................ Not Applicable
5.Plans or Proposals of the Issuer
or Affiliate
(a)............................ Not Applicable
(b)............................ Not Applicable
(c)............................ Not Applicable
(d)............................ Not Applicable
(e)............................ Not Applicable
(f)............................ Not Applicable
(g)............................ Not Applicable
6.Source and Amounts of Funds or
Other Consideration
(a)............................ Estimated Fees and Expenses
(b)............................ Estimated Fees and Expenses
(c)............................ Not Applicable
(d)............................ Not Applicable
7.Purpose(s), Alternatives,
Reasons and Effects
(a)............................ Special Factors--Purposes of the Split-
Off
(b)............................ Special Factors--Alternatives to the
Split-Off
(c)............................ Special Factors--Alternatives to the
Split-Off;--Background of the Split-Off
(d)............................ Special Factors--Effects of the Split-
Off;--Certain U.S. Federal Income Tax
Considerations
8.Fairness of the Transaction
(a)............................ Special Factors--Recommendations of the
Capital Stock Committee and the GM
Board; Fairness of the Transactions;
The Split-Off
(b)............................ Special Factors--Recommendations of the
Capital Stock Committee and the GM
Board; Fairness of the Transactions
(c)............................ Special Factors--Requisite Vote for the
Transactions; The Split-Off--Merger
Agreement; Solicitation of Written
Consent of General Motors Common
Stockholders
</TABLE>
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<TABLE>
<CAPTION>
CAPTION OR LOCATION IN SOLICITATION
SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS
-------------------------- -----------------------------------
<C> <S>
(d)............................ Special Factors--Requisite Vote for the
Transactions
(e)............................ Special Factors--Recommendations of the
Capital Stock Committee and the GM
Board; Fairness of the Transactions; The
Split-Off
(f)............................ Not Applicable
9.Reports, Opinions, Appraisals
and Certain Negotiations
(a)............................ Special Factors--Background of the Split-
Off;--Fairness Opinions
(b)............................ Special Factors--Background of the Split-
Off;--Fairness Opinions
(c)............................ Special Factors--Background of the Split-
Off;--Fairness Opinions; Appendix B--
Fairness Opinions
10.Interest in Securities of the
Issuer
(a)............................ Security Ownership of Certain Beneficial
Owners and Management of General Motors
and EDS; See also Annex 1 to this
Transaction Statement.
(b)............................ See Annex 1 to this Transaction
Statement.
11.Contracts, Arrangements or
Understandings with Respect to
the Issuer's Securities....... The Split-Off--Merger Agreement
12.Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a)............................ Solicitation of Written Consent of
General Motors Common Stockholders.
Other than as set forth in such section,
General Motors has not received any
notice of intent with respect to the
vote on the Split-Off from any person
enumerated in Item 12(a) of Schedule
13E-3.
(b)............................ Special Factors--Background of the Split-
Off;--Recommendations of the Capital
Stock Committee and the GM Board;
Fairness of the Transactions; The Split-
Off; Solicitation of Written Consent of
General Motors Common Stockholders.
Other than as set forth in such
sections, General Motors has not
received any notice that any person
enumerated in Item 12(a) of Schedule
13E-3 has made any recommendation with
respect to the Split-Off.
13.Other Provisions of the
Transaction
(a)............................ The Split-Off--No Appraisal Rights
(b)............................ Not Applicable
(c)............................ Not Applicable
</TABLE>
5
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<TABLE>
<CAPTION>
CAPTION OR LOCATION IN SOLICITATION
SCHEDULE 13E-3 ITEM NUMBER STATEMENT/PROSPECTUS
-------------------------- -----------------------------------
<C> <S>
14.Financial Statements
(a)............................ Incorporation of Certain Documents By
Reference; Summary--Certain Per Share
and Other Financial Information--GM
Common Stock Historical Per Share Data;
--General Motors Ratios of Earnings to
Fixed Charges
(b)............................ Summary--Certain Per Share and Other
Financial Information--GM Common Stock
Pro Forma Per Share Data;--General
Motors Summary Consolidated Historical
and Pro Forma Financial Data; General
Motors Unaudited Pro Forma Condensed
Consolidated Financial Statements
15.Persons and Assets Employed,
Retained or Utilized
(a)............................ Special Factors--Background of the Split-
Off--Negotiating Teams; Solicitation of
Written Consent of General Motors Common
Stockholders
(b)............................ Solicitation of Written Consent of
General Motors Common Stockholders
16.Additional Information.......... The information contained in the
Registration Statement is incorporated
by reference herein in its entirety. The
Split-Off and related transactions
described in the Registration Statement
were consummated on June 7, 1996.
17.Material to be Filed as Exhibits
(a)............................ Not Applicable
(b)............................ Fairness opinions of each of Merrill
Lynch, Lehman Brothers and Morgan
Stanley, which are attached as Appendix
B-1, B-2 and B-3, respectively, to the
Solicitation Statement/Prospectus that
forms a part of the Registration
Statement filed as Exhibit (d)(1)
hereto; Presentations to the General
Motors Board of Directors given by (i)
Merrill Lynch and (ii) Lehman Brothers
and Morgan Stanley, which are filed as
Exhibits (b)(4) and (b)(5) hereto,
respectively; Letters to H. J. Pearce
from McKinsey, which are filed as
Exhibits (b)(6) and (b)(7) hereto;
Report from McKinsey, which is filed as
Exhibit (b)(8) hereto
(c)............................ Merger Agreement between General Motors
and Mergeco, which is attached as
Appendix A to the Solicitation
Statement/Prospectus that forms a part
of the Registration Statement filed as
Exhibit (d)(1) hereto
(d)............................ Registration Statement filed as Exhibit
(d)(1) hereto
(e)............................ Not Applicable
(f)............................ Not Applicable
</TABLE>
6
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ANNEX 1
ITEM 1(F). ISSUER AND CLASS
Since January 1, 1994, General Motors has purchased Class E Common Stock on
four occasions. On February 22, 1995, General Motors purchased 106,000 shares
of Class E Common Stock at a price of $38.3125 per share, which thereby
represented the average purchase price for Class E Common Stock purchased by
General Motors during the first quarter of 1995. On November 2, 1995, General
Motors purchased (i) 25,000 shares of Class E Common Stock at a price of
$48.9375 per share and (ii) 25,000 shares of Class E Common Stock at a price
of $48.3125 per share, resulting in an average purchase price of $48.625 per
share of Class E Common Stock purchased by General Motors during the third
quarter of 1995. On April 2, 1996, General Motors purchased 11,073 shares of
Class E Common Stock at a price of $53.1875 per share, which thereby
represents the average purchase price for Class E Common Stock purchased by
General Motors during the second quarter of 1996 through April 15, 1996.
ITEM 2(B) THROUGH (D). IDENTITY AND BACKGROUND
The following information with respect to principal occupation or employment
and name of the corporation or other organization in which such occupation or
employment is carried on and in regard to other affiliations has been
furnished to General Motors by the Instruction C Persons. In addition to the
affiliations mentioned on the following pages, the Instruction C Persons are
active in many local and national cultural, charitable, professional, and
trade organizations.
ANNE L. ARMSTRONG, P.O. Box 1358, Kingsville, Texas 78364; Chairman, Board
of Trustees, Center for Strategic and International Studies; former Chairman
of the President's Foreign Intelligence Advisory Board and former Ambassador
to Great Britain; Joined General Motors Board in 1977; Director of American
Express Company, Boise Cascade Corporation, Glaxo-Wellcome and Halliburton
Company; Member of the Council on Foreign Relations and Board of Overseers
Hoover Institution.
JOHN H. BRYAN, Sara Lee Corporation, Three First National Plaza, Chicago,
Illinois 60602-4260; Chairman and Chief Executive Officer, Sara Lee
Corporation, Chicago; Joined General Motors Board in 1993; Director of Amoco
Corporation, First Chicago NBD Corporation and its subsidiary, First National
Bank of Chicago; Member of The Business Roundtable and Vice Chairman of The
Business Council; Chairman of Catalyst; Trustee of the University of Chicago
and the Committee for Economic Development.
THOMAS E. EVERHART, California Institute of Technology, Parsons-Oates Hall
of Administration, 1201 East California Boulevard, Pasadena, California 91125;
President and Professor of Electrical Engineering and Applied Physics,
California Institute of Technology, Pasadena; Former Chancellor of University
of Illinois, Urbana-Champaign; Joined General Motors Board in 1989; Director
of Hewlett-Packard Corporation, Reveo, Inc., Corporation for National Research
Initiatives, Community Television of Southern California (KCET); Member of
National Academy of Engineering; Vice Chairman, Council on Competitiveness.
CHARLES T. FISHER, III, 100 Renaissance Center, Detroit, Michigan 48243;
Retired Chairman and President of NBD Bancorp, Inc. and its subsidiary NBD
Bank, N.A., 611 Woodward Avenue, Detroit, Michigan 48226-3408; Joined General
Motors Board in 1972; Director of Hughes Electronics Corporation, AMR
Corporation and its subsidiary American Airlines, Inc., First Chicago NBD
Corporation and its subsidiaries First National Bank of Chicago and NBD Bank
(Michigan).
J. WILLARD MARRIOTT, JR., Marriott International, Inc., One Marriott Drive,
Washington, D.C. 20058; Chairman, President and Chief Executive Officer,
Marriott International, Inc., Washington, D.C., since October 1993; Chairman,
President and Chief Executive Officer, Marriott Corporation (1985-1993);
Joined General Motors Board in 1989; Director of Host Marriott Corporation
(formerly Marriott Corporation), Host Marriott Services Corporation, Outboard
Marine Corporation, and the U.S.-Russia Business Council; Serves on Board of
Trustees of National Geographic Society, Georgetown University and the Mayo
Foundation; Member of The Business Council and The Business Roundtable.
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ANN D. MCLAUGHLIN, 4320 Garfield, N.W., Washington, D.C.; Former U.S.
Secretary of Labor (1987-1989); Vice Chairman, The Aspen Institute; President,
Federal City Council, Washington, D.C. (1990-1995); Joined General Motors
Board in 1990; Director of AMR Corporation and its subsidiary American
Airlines, Inc., Federal National Mortgage Association, Harman International
Industries, Host Marriott Corporation (formerly Marriott Corporation); Kellogg
Company, Nordstrom, Potomac Electric Power Company, Sedgwick Group plc, Union
Camp Corporation, and Vulcan Materials Company; Trustee of The Public Agenda
Foundation, The Conservation Fund and Rand; Board of Overseers, Wharton School
of Business, University of Pennsylvania.
HARRY J. PEARCE, General Motors Corporation, 3044 West Grand Boulevard,
Detroit, Michigan 48202-3091; Vice Chairman, General Motors Board since
January 1, 1996, and Executive Vice President, Electronic Data Systems
Corporation, Hughes Electronics Corporation, GM Locomotive Group EMD, Allison
Transmission Division and Corporate Affairs since 1994, Executive Vice
President and General Counsel (1992-1994), Vice President and General Counsel
(1987-1992); Joined General Motors in 1985 and its Board in 1996; Member of
The President's Council; Director of Hughes Electronics Corporation, Marriott
International, Inc.; Member, The Conference Board, Northwestern University
School of Law Visiting Committee, and Board of Visitors, United States Air
Force Academy; Trustee, Howard University.
EDMUND T. PRATT, JR., Astor Lane, Port Washington, New York 11050; Chairman
Emeritus and currently director of Pfizer Inc., 253 East 42nd Street, New
York, New York 10017; Joined General Motors Board in 1977; Director of Hughes
Electronics Corporation, Chase Manhattan Corporation and its subsidiary Chase
Manhattan Bank, N.A., International Paper Company, Minerals Technologies Inc.
and AEA Investors, Inc.; Member of The Business Council.
JOHN G. SMALE, The Procter & Gamble Company, P.O. Box 599, Cincinnati, Ohio
45201-0599; Chairman of the Executive Committee of General Motors since
January 1, 1996, former Chairman, General Motors (November 2, 1992-December
31, 1995); Retired Chairman and Chief Executive of The Procter & Gamble
Company; Joined General Motors Board in 1982; Member of the Executive
Committee of The Business Council; Board of Governors, The Nature Conservancy;
Emeritus Trustee of Kenyon College.
JOHN F. SMITH, JR., General Motors Corporation, 3044 West Grand Boulevard,
Detroit, Michigan 48202-3091; Chairman, General Motors since January 1, 1996,
and Chief Executive Officer and President since November 2, 1992, President
(April-November 1992), Vice Chairman, Board of Directors (1990-1992),
Executive Vice President, International Operations (1988-1990); Joined General
Motors in 1961 and its Board in 1990; Member of The President's Council;
Director of Hughes Electronics Corporation, The Procter & Gamble Company;
Member of The Business Roundtable, The Business Council, U.S.-Japan Business
Council and the Chancellor's Executive Committee of the University of
Massachusetts; Member of Board of Overseers of Memorial Sloan-Kettering Cancer
Center and Member of Board of Polish-American Enterprise Fund.
LOUIS W. SULLIVAN, Morehouse School of Medicine, 720 Westview Drive, S.W.,
Atlanta, Georgia 30310-1495; President, Morehouse School of Medicine, Atlanta,
Georgia, since January 21, 1993; U.S. Secretary of Health and Human Services,
200 Independence, S.W., Washington, D.C. 20201 (1989-1993); Joined General
Motors Board in 1993; Director of Georgia Pacific, 3M Corporation, Household
International Inc., CIGNA Corporation, Bristol-Myers Squibb Company and
Equifax Corporation.
DENNIS WEATHERSTONE, J.P. Morgan & Co. Incorporated, 60 Wall Street, 21st
Floor, New York, New York 10260; Retired Chairman and currently director of
J.P. Morgan & Co. Incorporated and its subsidiary Morgan Guaranty Trust
Company of New York; Joined General Motors Board in 1986; Director of L'Air
Liquide, Merck & Co., Inc. and the Institute for International Economics;
Member of The Business Council; President and trustee of the Royal College of
Surgeons Foundation, Inc., New York; Trustee of the Alfred P. Sloan
Foundation; Independent member of the Board of Banking Supervision of the Bank
of England.
THOMAS H. WYMAN, S.G. Warburg & Co., Inc., 277 Park Avenue, New York, New
York 10172; Chairman, S.G. Warburg & Co. Inc., New York, and former Chairman,
President and Chief Executive Officer, CBS Inc.,
8
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New York; Joined General Motors Board in 1985; Director of Hughes Electronics
Corporation, AT&T, Zeneca Group PLC (London) and United Biscuits (Holdings)
plc (Edinburgh); Member of The Business Council; Trustee Emeritus of The Ford
Foundation and of The Aspen Institute; Chairman Emeritus of Amherst College.
C. MICHAEL ARMSTRONG, Hughes Electronics Corporation, 7200 Hughes Terrace,
Los Angeles, California 90045-0066; Chairman and Chief Executive Officer,
Hughes Electronics Corporation since March 1992; Senior Vice President,
International Business Machines Corporation, Old Orchard Road, Armonk, New
York 10504 (1989-March 1992); Member of the President's Council.
J. T. BATTENBERG, III, General Motors Corporation, 3044 West Grand
Boulevard, Detroit, Michigan, 48202-3091; Executive Vice President, General
Motors since July 1995 and President, Delphi Automotive Systems since July
1994, Senior Vice President (July 1994-July 1995), Vice President and Group
Executive in charge of the Automotive Components Group (May 1992-July 1994),
Vice President and Group Executive in charge of the Buick-Oldsmobile-Cadillac
Group (June 1988-May 1992); Associated with General Motors since 1961; Member
of the President's Council.
LOUIS R. HUGHES, General Motors Corporation, 3044 West Grand Boulevard,
Detroit, Michigan, 48202-3091; Executive Vice President, International
Operations, General Motors since November 1992 and President, International
Operations since September 1994, President, General Motors Europe and Vice
President and Group Executive (April-November 1992), Chairman and Managing
Director of Adam Opel AG (March 1989-April 1992); Associated with General
Motors since 1966; Member of the President's Council.
J. MICHAEL LOSH, General Motors Corporation, 3044 West Grand Boulevard,
Detroit, Michigan, 48202-3091; Executive Vice President and Chief Financial
Officer, General Motors since July 1994, Group Executive in charge of North
American Vehicle Sales, Service, and Marketing (May 1992-July 1994), Vice
President and General Manager of Oldsmobile Division (June 1989-May 1992);
Associated with General Motors since 1964; Member of the President's Council.
G. RICHARD WAGONER, JR., General Motors Corporation, 3044 West Grand
Boulevard, Detroit, Michigan, 48202-3091; Executive Vice President, General
Motors since November 1992 and President, North American Operations since July
1994, Chief Financial Officer (November 1992-July 1994), President and
Managing Director of General Motors do Brasil (July 1991-November 1992), Vice
President in charge of finance for General Motors Europe (June 1989-July
1991); Associated with General Motors since 1977; Member of the President's
Council.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 10(A)
The following table sets forth, as of February 29, 1996, beneficial
ownership of Class E Common Stock for certain Instruction C Persons and
pension and profit-sharing or similar plans of General Motors (excluding its
subsidiaries). Ownership of less than one percent of the outstanding shares of
Class E Common Stock is indicated by an asterisk. Upon consummation of the
Split-Off, each outstanding share of Class E Common Stock will be
automatically converted into one share of EDS Common Stock.
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
---------------- ------------ -------
<S> <C> <C>
J. T. Battenberg, III............................... 1,208 *
J. M. Losh.......................................... 5,659 *
General Motors Retirement Plan
for Salaried Employees............................. 7,295,169 1.5
General Motors Savings Plans Master Trust........... 14,760,025 3.0
General Motors Canadian Savings-Stock Purchase
Program............................................ 100,310 *
</TABLE>
9
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ITEM 10(B)
On various dates between February 9 and April 10, 1996, certain pension and
profit-sharing or similar plans of General Motors (excluding its subsidiaries)
effected transactions in Class E Common Stock. During such period, the General
Motors Savings Plans Master Trust purchased an aggregate amount of
approximately 4.5 million shares of Class E Common Stock at prices ranging
from $53.75 to $56.595 per share and sold an aggregate amount of approximately
323,000 shares of Class E Common Stock at prices ranging from $53.188 to
$57.75 per share. The General Motors Canadian Savings-Stock Purchase Program
also purchased within such period an aggregate amount of approximately 8,200
shares of Class E Common Stock at an average price of $56.225 per share and
sold an aggregate amount of approximately 680 shares of Class E Common Stock
at an average price of $56.6801 per share. In addition, on February 21, 1996,
the General Motors Retirement Plan for Salaried Employees sold 15,800 shares
of Class E Common Stock at a price of $55.855 per share, and on February 23,
1996, the General Motors Hourly-Rate Employees Pension Plan sold 21,300 shares
of Class E Common Stock at the same per share price. Since April 10, 1996,
other transactions in Class E Common Stock may have been effected by certain
General Motors pension and profit-sharing or similar plans in the ordinary
course.
Due to the fact that under the General Motors Amended 1987 Stock Incentive
Plan no provision exists to deal with the treatment of options relating to
Class E Common Stock in the event of the elimination of Class E Common Stock
as would occur upon the split-off of EDS from General Motors, Harry J. Pearce,
Vice Chairman and Director of General Motors, the only holder of options
relating to Class E Common Stock under the General Motors Amended 1987 Stock
Incentive Plan exercised all of his Class E Common Stock options on April 25,
1996 for the purchase of 12,950 shares of Class E Common Stock at an exercise
price of $28.50 per share and 22,300 shares of Class E Common Stock at an
exercise price of $38.88 per share. On the same date, Mr. Pearce sold all of
the shares of Class E Common Stock acquired pursuant to such exercise, in
addition to 1,388 previously held shares, at a price of $56.07 per share.
10
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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
/s/ John F. Smith, Jr.
By: _________________________________
John F. Smith, Jr.
Chairman, Chief Executive Officer,
and President
Dated: June 12, 1996
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
(a)(1) Not Applicable.
(b)(1) Opinion of Merrill Lynch, dated March 31, 1996, which
is attached as Appendix B-1 to the Solicitation
Statement/Prospectus that forms a part of the Regis-
tration Statement filed as Exhibit (d)(1) hereto.*
(b)(2) Opinion of Lehman Brothers, dated March 31, 1996,
which is attached as Appendix B-2 to the Solicitation
Statement/Prospectus that forms a part of the Regis-
tration Statement filed as Exhibit (d)(1) hereto.*
(b)(3) Opinion of Morgan Stanley, dated March 31, 1996,
which is attached as Appendix B-3 to the Solicitation
Statement/Prospectus that forms a part of the Regis-
tration Statement filed as Exhibit (d)(1) hereto.*
(b)(4) Presentation to the General Motors Board of Directors
Regarding Split-Off of EDS, dated March 31, 1996,
given by Merrill Lynch.*
(b)(5) Presentation to the General Motors Board of Directors
concerning the Split-Off of EDS, dated March 31,
1996, given by Morgan Stanley and Lehman Brothers.*
(b)(6) Letter, dated August 2, 1995, from McKinsey.*
(b)(7) Letter, dated March 1, 1996, from McKinsey.*
(b)(8) Report from McKinsey dated August 23, 1995. (Filed
initially in paper format under cover of Form SE and
filed in an EDGAR version herewith; portions of which
have been granted confidential treatment pursuant to
an order of the Commission).*
(c)(1) Merger Agreement dated as of April 19, 1996 between
General Motors and Mergeco, which is attached as Ap-
pendix A to the Solicitation Statement/Prospectus
that forms a part of the Registration Statement filed
as Exhibit (d)(1) hereto.*
(d)(1) Registration Statement.*
(e)(1) Not Applicable.
(f)(1) Not Applicable.
</TABLE>
- --------
*Filed previously.
