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) February 9, 1998
----------------
GENERAL MOTORS CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-143 38-0572515
- ---------------------------- ----------------------- -------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
100 Renaissance Center, Detroit, Michigan 48243-7301
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
--------------
- 1 -
ITEM 5. OTHER EVENTS
On February 9, 1998, and February 10, 1998, General Motors Corporation
(GM) issued the following news releases regarding the announcement of a new $4
billion stock repurchase program and the establishment of voting and liquidation
rights for Class H common stock, which was recapitalized on December 17, 1997.
GM BOARD APPROVES NEW $4 BILLION STOCK REPURCHASE PROGRAM
DETROIT -- Reaffirming its commitment to return enhanced value to
stockholders, the General Motors Board of Directors today announced a new $4
billion stock repurchase program. Upon completion of this program, GM stock
repurchases since January 1997 will total $9 billion.
"GM's strong cash position and our expectations for future cash flow make
it possible for us to return cash directly to stockholders in an effective and
timely manner," said GM Chairman, Chief Executive Officer and President John F.
Smith, Jr. "At the current stock price, we firmly believe that our
stock-repurchase programs are the best way to return cash to GM stockholders."
The stock repurchases will be made over a 12-month period principally
through open market transactions, and would represent about 10 percent of the
outstanding shares of GM $1-2/3 par value common stock, based on the NYSE's
closing price on Friday, February 6, 1998, of $60.56 per share. The new stock
repurchase program is expected to begin in mid-March, upon completion of the
current program.
GM initiated two stock repurchase programs in 1997. The initial $2.5
billion program, which began in January 1997, was completed in six months. In
August, GM began repurchasing shares in a second $2.5 billion program. At year's
end, GM was 50 percent complete with the second program and had repurchased a
total of $3.8 billion or 63.5 million shares under the stock repurchase
programs, principally through open market transactions. The number of GM $1-2/3
common stock shares outstanding at the close of 1997 was 692.5 million, down
from 756 million shares at the end of 1996.
GM also repurchases stock in order to meet the needs of employee benefit
programs and the exercise of stock options. The stock repurchase program
announced today (as well as previously announced programs) are in addition to
those intended for employee benefit and stock option programs.
"The size and pace of GM's repurchase programs -- $9 billion in just over
two years -- underscores our commitment to enhancing stockholder value," Smith
stressed. "Taken together, these programs will reduce the total number of
outstanding shares by about 20 percent."
The GM Board today also declared a quarterly dividend on GM $1-2/3 common
stock of $0.50 per share. The dividend is payable March 10, 1998, to holders of
record as of Feb. 19, 1998. The dividend rate is unchanged from the previous
quarter. The GM Board will continue to review periodically the dividend rate.
- 2 -
"GM has a philosophy of consistently returning cash to shareholders,"
Smith said. "Our stock repurchase programs, combined with our current dividend,
provide stockholders with both immediate and longer-term enhanced value."
With respect to GM Class H common stock, the GM Board has determined that
it will not pay any cash dividends at this time in order to allow the earnings
of Hughes Electronics to be retained for investment in its telecommunications
business.
The GM Board also declared the following quarterly dividends: $0.570313
per GM Series B depositary share; $0.495 per Series D depositary; and $0.57 per
GM Series G depositary share. These dividends are payable May 1, 1998, to
holders of record on April 6, 1998.
# # #
GM SETS VOTING AND LIQUIDATION RIGHTS FOR NEW CLASS H COMMON STOCK
NEW YORK -- General Motors Corporation (NYSE: GM, GMH) today announced
voting and liquidation rights for its new GM Class H common stock.
Voting and liquidation rights of the new Class H common stock will be 0.6
votes per share and 0.6 liquidation units per share compared to 0.5 votes per
share and 0.5 liquidation units per share of the former Class H common stock.
GM completed a strategic restructuring of its Hughes Electronics
subsidiary, including the spin-off and merger of its defense electronics unit
with Raytheon Company and the transfer of Delco Electronics to GM's Delphi
Automotive Systems, on Dec. 17, 1997. Under the terms of the Hughes
transactions, the voting and liquidation rights of GM's new Class H common stock
were to be established in accordance with a specified formula. The formula was
based upon the relative market value of GM's new Class H common stock compared
to the market value of the GM $1-2/3 par value common stock over a 20-day
trading period, which concluded on Feb. 2, 1998.
The voting and liquidation rights of GM $1-2/3 common stock will continue
to be one vote per share and one liquidation unit per share as it was prior to
the Hughes transactions.
* * * * * *
- 3 -
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
--------------------------
(Registrant)
Date February 10, 1998
-----------------
By
s/Peter R. Bible
-------------------------------
(Peter R. Bible,
Chief Accounting Officer)
- 4 -
