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 29, 1996
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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
On May 29, 1996 Electronic Data Systems Holding Corporation filed a
Quarterly Report on Form 10-Q for the three month period ended March 31, 1996
which reported the same legal proceedings and financial information for
Electronic Data Systems Corporation as were reported in the General Motors
Corporation Quarterly Report on Form 10-Q for the three month period ended
March 31, 1996 filed with the Securities and Exchange Commission on May 15,
1996, except that Part II, Item 1. "Legal Proceedings" and the penultimate
paragraph of the management's discussion and analysis section entitled
"Restructuring Activities" were revised. The Legal Proceedings section and
the revised paragraph are set forth below:
Legal Proceedings
Two suits, Stephen A. Solomon v. General Motors Corporation, et al. and
TRV Holding Company v. General Motors Corporation, et al.,
(collectively "Solomon/TRV"), were filed in Delaware Chancery Court on
May 13 and 18, 1994, respectively. Such actions have been
consolidated, and a consolidated amended complaint was filed on April
2, 1996. In addition, on May 10, 1996, a second amended and
supplemental consolidated complaint (the "Second Amended Complaint")
was filed by plaintiffs in this action. Another lawsuit, Ward et al.,
as Trustees for the Eisenberg Children's Irrevocable Trust II v.
General Motors Corporation, et al. ("Ward"), was filed in Delaware
Chancery Court on November 15, 1995. On May 17, 1996, Solomon/TRV and
Ward (collectively, "Solomon/TRV/Ward") were consolidated and the
Second Amended Complaint was adopted as the complaint for the
consolidated action.
Solomon/TRV/Ward purports to be a class action brought on behalf of
holders of Class E common stock, $0.10 par value per share (the "Class
E Common Stock"), of General Motors Corporation, a Delaware corporation
("General Motors"), against certain present and former directors of
General Motors, as well as a double derivative action brought on behalf
of EDS against certain present and former directors of General Motors
and certain former directors of EDS (all of whom are also directors or
officers of General Motors). EDS is named in the complaint only as a
nominal defendant with respect to the double derivative action. The
Second Amended Complaint alleges that defendants have breached and are
continuing to breach their fiduciary duties in connection with their
conduct with respect to EDS and the proposed split-off of EDS from
General Motors (the "Split-Off"). In particular, the complaint alleges
that the process of establishing terms for the Split-Off, including the
consideration of alternatives to such transaction and the negotiating
process in connection therewith, was unfairly dominated and controlled
by General Motors and that the resulting terms unfairly benefit General
Motors and its continuing shareholders (including the holders of common
stock, $1-2/3 par value per share (the "$1-2/3 Common Stock"), and the
Class H common stock, $0.10 par value per share (the "Class H Common
Stock"), of General Motors) to the detriment of EDS and the holders of
Class E Common Stock. The complaint also alleges that the Split-Off
would unfairly effect a disposition of EDS because it would not provide
for a recapitalization of the Class E Common Stock into $1-2/3 Common
Stock at a 120% exchange ratio, as currently provided in the General
Motors Certificate of Incorporation upon a disposition by General
Motors of substantially all of the business of EDS. Furthermore, the
complaint alleges that the solicitation of consents by General Motors
with respect to the proposed Split-Off is wrongfully coercive and the
solicitation statement being used in connection therewith is materially
deficient. The Second Amended Complaint seeks monetary damages from
the defendants, as well as an injunction against further action in
connection with the Split-Off. In addition, the complaint seeks an
order appointing independent representatives to act on behalf of and
protect the interests of EDS and the holders of Class E Common Stock.
The complaint also seeks an order requiring the defendants to
disseminate completely all material information to the holders of Class
E Common Stock in connection with the Split-Off.
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On May 10, 1996, the plaintiffs in the consolidated action filed a
motion for expedited proceedings, including a request for a hearing on
their application for a preliminary injunction against further action
in connection with the Split-Off. As a result of such application, a
hearing on the plaintiffs' application for a preliminary injunction had
been scheduled for May 30, 1996. On May 23, 1996, after limited
discovery, the plaintiffs counsel informed the court that plaintiffs
had concluded that adequate relief could be afforded to the plaintiff
class members after the Split-Off is consummated and were withdrawing
their application for expedited proceedings including a preliminary
injunction hearing. Accordingly, in these proceedings plaintiffs are
no longer pursuing an injunction to prevent consummation of the
Split-Off.
EDS and General Motors believe that the action described above is
without merit and, to the extent that they are parties thereto, they
intend to defend against this action vigorously.
Restructuring Activities
EDS will incur a pre-tax non-recurring charge in the second quarter of
1996 in connection with the restructuring actions discussed above. The
amount of the aggregate charge (including the employee related actions,
asset writedowns, and other actions being considered) will depend on
the number of employees who elect to accept early retirement offers and
the determination of which EDS business functions and related
facilities would be eliminated or consolidated. EDS has estimated that
all such actions could result in an aggregate pre-tax non-recurring
charge in the second quarter of 1996 in the range of $500.0 million to
$750.0 million (between $.66 and $.99 per share, after tax). Although
EDS is continuing to evaluate these matters, it is currently
considering actions which, including those that may be taken after the
proposed Split-Off, may result in an aggregate charge at the higher end
of this range. A portion of the contemplated charge will be of a
non-cash nature, the amount of which has not yet been determined. EDS
expects that any restructuring actions implemented by it will result in
savings commencing in the second half of 1996. The restructuring
activities discussed above are not contingent upon the approval or
consummation of the Split-Off.
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 May 30, 1996
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By
s/Wallace W. Creek
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(Wallace W. Creek, Comptroller)
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