Section 240.14a-103 Notice of Exempt Solicitation.
Information to be included in statements submitted
by or on behalf of a person pursuant to
Section 240.14a-6(g)
Notice of Exempt Transaction
1. Name of Registrant:
General Motors Corp.
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2. Name of Person relying on exemption:
Stonington Management Corporation
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3. Address of person relying on the exemption:
712 Fifth Avenue, New York, NY 10019
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4. Written materials. Attach written material required to be submitted
pursuant to Rule 14a-6(g)(1). See Exhibit 1 attached hereto and
incorporated herein by reference.
<PAGE>
EXHIBIT 1
STONINGTON MANAGEMENT CORPORATION
712 FIFTH AVENUE
NEW YORK, NEW YORK 10019
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TEL. (212) 974-6000
FAX: (212) 974-2092
December 5, 1997
Via Fax and FedEx
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Mr. Michael T. Smith, Chairman
Hughes Electronics Corporation
7200 Hughes Terrace
Westchester, CA. 90045-0066
Fax No. 310-417-2840
Dear Mr. Smith:
A number of people have told us that, in the teleconference you
conducted yesterday to solicit shareholder consents from Hughes employees, you
made several statements regarding my firm, including that (i) my firm is short
ordinary GM common stock, (ii) as such we stand to gain financially by a drop in
the price of ordinary GM common stock, and (iii) we are betting that ordinary GM
shares will drop in price if the 120% Provision in GM's charter is honored
rather than (as GM seeks) abrogated. You also reportedly stated during the
teleconference that my firm has lost money by shorting ordinary GM shares and
that our opposition to GM's pending proposal is simply motivated by our
resulting disgruntlement.
Your statements were false, and you had no basis for making them. We
are not now, and at no point during the solicitation process have we been, short
ordinary GM shares. Nor have we lost money by shorting ordinary GM shares. We
therefore make the following demand of you personally, of Hughes Electronics
Corporation, and (by copy of this letter to GM's general counsel) of GM:
Immediately (i) retract in writing the foregoing misstatements; (ii) disseminate
that retraction to all Hughes employees (whether or not they attended
yesterday's teleconference); (iii) advise all Hughes employees that they have
the right to change their vote, and provide them with the form and adequate time
for doing so; (iv) provide us with copies of the foregoing material; and (v) if
you or others acting on behalf of GM have made similar misstatements to any
other persons, take appropriate steps to rectify that error and provide us with
all materials used for that purpose. Please let us know by noon on Monday,
December 8, whether and when you will be complying with this demand.
The foregoing is without prejudice to any other relief available to us.
Very truly yours,
Mark D. Brodsky
Portfolio Manager
cc (by fax and FedEx):
Thomas A. Gottschalk, Esq.
Senior Vice President and General Counsel
General Motors Corporation
3031 W. Grand Boulevard
Detroit, MI 48202-3091
Fax 313-556-5108
