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 12, 1999
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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.)
100 Renaissance Center, Detroit, Michigan 48265-1000
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 12, 1999, General Motors Corporation issued an Information
Statement about the spin-off of Delphi Automotive Systems Corporation. The
statement is as follows:
* * * * *
May 12, 1999
Dear GM Stockholder:
We are pleased to send you this Information Statement about our spin-off of
Delphi Automotive Systems Corporation. The Information Statement provides
you with important information concerning:
- the tax treatment of the Delphi shares you will receive,
- how we determined the number of shares you will receive,
- how fractional shares will be treated,
- a brief description of the background and business of Delphi, and
- how you can obtain additional information about these matters.
We are confident that the spin-off will benefit GM, Delphi and you, our
stockholders.
The Delphi spin-off, our stock repurchase programs and other initiatives to
improve our core business have been designed to maximize stockholder value. With
the GM Board of Directors maintaining GM's dividend at the current quarterly
rate of $0.50 per share after the spin-off, GM stockholders who retain their
Delphi shares (which is expected to yield a dividend of $0.07 quarterly) should
realize a significant increase in the aggregate dividends they receive.
We are convinced that both companies - GM and Delphi - will become stronger and
more competitive as a result of the separation. This is an historic and exciting
time for GM and for Delphi. I hope you share our enthusiasm. Thank you for your
investment in General Motors, and I trust that you will find your investment in
Delphi to be very rewarding.
Sincerely,
John F. Smith, Jr.
Chairman and Chief Executive Officer
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INFOMRATION STATEMENT
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Spin-Off of
Delphi Automotive Systems Corporation
Through the Distribution
By
General Motors Corporation
of 452,565,000 Shares of
Delphi Common Stock
to
GM $1 2/3 Common Stockholders
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We are sending you this Information Statement because we are spinning off
our Delphi Automotive Systems Corporation subsidiary to the holders of our
$1-2/3 common stock. We are effecting this spin-off by distributing about 0.7 of
a share of Delphi common stock as a dividend on each outstanding share of GM
$1-2/3 common stock, amounting to 452,565,000 shares of Delphi common stock in
total. The dividend will be payable on May 28, 1999 to holders of record of GM
$1-2/3 common stock on May 25, 1999.
Delphi is the world's largest and most diversified supplier of automotive
parts, with sales to every major manufacturer of light vehicles in the world.
Delphi is also the principal supplier of automotive parts to General Motors.
Last year, the GM board of directors determined that it would be in the best
interests of GM and its stockholders to separate Delphi from GM. In February
1999, Delphi completed an initial public offering of about 17.7% of its common
stock. Following this spin-off and our contribution of 12,435,000 shares of
Delphi common stock to a trust for the benefit of GM retired hourly employees
promptly thereafter, we will no longer own any shares of Delphi and Delphi will
be a fully independent, publicly traded company.
No vote of GM stockholders is required in connection with the Delphi
spin-off. Therefore, you are not required to take any action.
We are sending you this Information Statement, which contains additional
information about the terms of the spin-off, Delphi and Delphi common stock, for
your information only. If you would like more information, please call Morrow &
Co., Inc., our information agent, at (800) 566-9058.
Neither the Securities and Exchange Commission nor any state securities
regulators have approved the Delphi common stock to be issued to you pursuant to
this spin-off or determined if this Information Statement is accurate or
adequate. Any representation to the contrary is a criminal offense.
The date of this Information Statement is May 12, 1999.
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<PAGE>
INFORMATION ABOUT THE SPIN-OFF
The Spin-Off
On April 12, 1999, the GM board of directors approved the spin-off of
Delphi to holders of GM's $1-2/3 common stock. In order to effect this spin-off,
the GM board declared a dividend on GM $1-2/3 common stock consisting of
452,565,000 shares of Delphi common stock owned by GM, representing about 80.1%
of the outstanding Delphi common stock. The dividend will be paid at 9:00 a.m.,
Eastern time, on May 28, 1999 to the holders of record of GM $1-2/3 common stock
as of 5:00 p.m., Eastern time, on May 25, 1999, in the amount of about 0.7 of a
share of Delphi common stock for each share of outstanding GM $1-2/3 common
stock, as described below.
The Delphi spin-off has an indicated value of about $13.62 per share of GM
$1-2/3 common stock, or about $8.8 billion in the aggregate, based on the
closing price of Delphi common stock on the New York Stock Exchange and the
number of shares of GM $1-2/3 common stock outstanding as of May 7, 1999.
You will not be required to pay any cash or other consideration for the
shares of Delphi common stock distributed to you or to surrender or exchange
your shares of GM $1-2/3 common stock in order to receive the dividend of Delphi
common stock.
The Number of Shares You Will Receive
The actual number of shares of Delphi common stock that will be
distributed to you for each share of GM $1-2/3 common stock that you own at 5:00
p.m., Eastern time, on the May 25, 1999 record date will be calculated as
follows:
452,565,000
(which is the total number of shares of
Delphi common stock to be distributed in the spin-off)
divided by
the total number of shares of GM $1-2/3 common stock outstanding at
5:00 p.m., Eastern time, on May 25, 1999
We cannot determine the actual number of shares of Delphi common stock to
be distributed in respect of each share of GM $1-2/3 common stock until after
May 25, 1999 since that number will be calculated based on the total number of
shares of GM $1-2/3 common stock outstanding at 5:00 p.m., Eastern time, on the
May 25, 1999 record date. Promptly following the record date, we will publicly
announce the actual number of shares of Delphi common stock to be distributed in
respect of each share of GM $1-2/3 common stock in the spin-off. We will also
make that information available on our website at http://www.gm.com.
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Based on the number of shares of GM $1-2/3 common stock outstanding as of
May 7, 1999, which we do not expect to change materially between that date and
May 25, 1999, you would receive 0.69839 of a share of Delphi common stock for
each share of GM $1-2/3 common stock that you own at 5:00 p.m., Eastern time, on
May 25, 1999.
When and How You Will Receive the Dividend
We will pay the dividend on May 28, 1999 by releasing our shares of Delphi
common stock to be distributed in the spin-off to BankBoston, N.A., the payment
agent. As of 9:00 a.m., Eastern time, on May 28, 1999, the payment agent will
cause the shares of Delphi common stock to which you are entitled as a result of
the spin-off to be registered in your name. As of that time, you will become the
record holder of that number of shares of Delphi common stock.
The payment agent is not authorized to deliver any fractional shares of
Delphi common stock as part of the spin-off. Instead, the payment agent has been
instructed to aggregate all of the fractional shares and sell them on behalf of
those holders who otherwise would be entitled to receive a fractional share.
Such holders will then receive a cash payment in the amount of their pro rata
share of the total net proceeds of that sale.
Since Delphi common stock is issued as uncertificated shares registered in
book-entry form through the direct registration system, no certificates
representing your shares of Delphi common stock will be mailed to you in the
ordinary course. Your book-entry shares will be held with the Delphi transfer
agent and registrar, BankBoston, N.A., who serves as the official record-keeper
for Delphi common stock. Under the direct registration system, instead of
receiving stock certificates, you will receive an account statement reflecting
your ownership interest in shares of Delphi common stock. If at any time you
want to receive a physical certificate evidencing your shares of Delphi common
stock, you may do so by contacting the Delphi transfer agent and registrar.
The payment agent will begin mailing account statements reflecting your
ownership of whole shares of Delphi common stock promptly after the May 28, 1999
dividend payment date. When you receive your first account statement, you will
receive information explaining the direct registration system and telling you
how to obtain a physical Delphi stock certificate if you desire to do so. Your
check for any cash that you may be entitled to receive instead of fractional
shares of Delphi common stock will follow separately. We currently estimate that
it will take about two weeks from the dividend payment date for the payment
agent to complete these mailings.
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U.S. Federal Income Tax Consequences
Tax-Free Status of the Spin-Off. We have received a private letter ruling
from the IRS to the effect that our distribution of Delphi common stock to our
$12/3 common stockholders in the spin-off will be tax-free to us and to the
holders of our $1-2/3 common stock for U.S. federal income tax purposes. This
means that, for U.S. federal income tax purposes:
- GM $1-2/3 common stockholders will not recognize gain or loss by reason
of the receipt of whole shares of Delphi common stock as a result of
the spin-off; and
- General Motors will not recognize gain or loss by reason of the
spin-off.
Although private letter rulings are generally binding on the IRS, we will
not be able to rely on the ruling if any of the factual representations or
assumptions we made to obtain the ruling are incorrect or untrue in any material
respect. We are not currently aware of any facts or circumstances that would
cause any of these representations or assumptions to be incorrect or untrue in
any material respect. Nevertheless, if the spin-off were subsequently held to be
taxable, the above consequences would not apply and both GM and the holders of
our $1-2/3 common stock could be subject to tax.
Subsequent Sale of Stock. If you sell your shares of Delphi common stock
or GM $1-2/3 common stock after the spin-off, you will recognize gain or loss on
such sale based on the difference between the proceeds you receive from the sale
and the tax basis allocated to the shares you sold as described below under
"Allocation of Tax Basis." This gain or loss will be a capital gain or loss,
assuming that you held such shares as a capital asset, and will be a long-term
or short-term gain or loss based on your holding period for such shares as
described below under "Holding Period."
Allocation of Tax Basis. Your tax basis for the Delphi common stock
received in the spin-off will be determined based on your tax basis in the GM
$1-2/3 common stock with respect to which your distribution of Delphi common
stock was made. Following the spin-off, your aggregate tax basis in your shares
of GM $1-2/3 common stock and Delphi common stock, including any fractional
shares sold for cash as described above, will be the same as your tax basis in
your shares of GM $1-2/3 common stock immediately prior to the spin-off. The
aggregate tax basis in your shares of GM $1-2/3 common stock immediately prior
to the spin-off will be allocated between your Delphi common stock and GM $1-2/3
common stock in proportion to the fair market value of your shares of GM $1-2/3
common stock and Delphi common stock on the May 28, 1999 dividend payment date.
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Holding Period. The holding period of the shares of Delphi common stock
that you receive as a result of the spin-off will include the holding period for
your shares of GM $1-2/3 common stock with respect to which your distribution of
Delphi common stock was made, provided that your shares of GM $1-2/3 common
stock are held as a capital asset on the dividend payment date.
Treatment of Fractional Shares. If you receive cash in lieu of a
fractional share of Delphi common stock as part of the spin-off, such cash will
be treated for U.S. federal income tax purposes as paid in exchange for such
fractional share of stock. You will realize a capital gain or loss, provided
that the fractional share is considered to be held as a capital asset, measured
by the difference between the cash you receive for such fractional share and
your tax basis in that fractional share as described above. This capital gain or
loss will be treated as a long-term or short-term gain or loss based on your
holding period for the GM $1-2/3 common stock on which you received your
distribution of Delphi common stock.
State, Local and Foreign Tax Consequences. You should consult your own tax
advisor regarding the state, local and foreign tax consequences of your receipt
of shares of Delphi common stock and any payment for fractional shares.
Additional Information To Help You Calculate Your New Tax Basis.
Additional information will be sent to you with your Delphi account statements
concerning the allocation of your old tax basis in your GM $1-2/3 common stock
between your shares of GM $1-2/3 common stock and Delphi common stock, including
fractional shares.
Tax Return Statement. U.S. Treasury regulations require you to attach to
your U.S. federal income tax return for the year in which the spin-off occurs a
detailed statement setting forth certain information regarding the nature of the
spin-off. Within a reasonable time after completion of the spin-off, we will
provide you with the information necessary to comply with that requirement. You
should retain this statement so it can be completed and attached to your tax
return.
The summary of U.S. federal income tax consequences set forth above is for
general information purposes only and may not be applicable to stockholders who
are not citizens or residents of the United States or who are otherwise subject
to special treatment under the Internal Revenue Code. All stockholders should
consult their own tax advisors as to the particular tax consequences to them of
the spin-off, including the state, local and (if applicable) foreign tax
consequences.
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DIVIDENDS ON GM $1-2/3 COMMON STOCK
In April 1999, at the time it approved the Delphi spin-off, the GM board of
directors also indicated its intention to maintain the current $0.50 quarterly
dividend on GM $1-2/3 common stock subsequent to the completion of the spin-off.
On May 3, 1999, the GM board declared a quarterly dividend of $0.50 per share on
GM $1-2/3 common stock, payable on June 10, 1999 to holders of record as of May
13, 1999. This will provide holders of GM $1-2/3 common stock with an effective
dividend increase since GM's dividend on such stock will remain constant and
Delphi currently intends to pay quarterly dividends of $0.07 per share on Delphi
common stock, as described below under "Information About Delphi Common
Stock--Dividends." Assuming Delphi pays dividends at such rate, holders of GM
$1-2/3 common stock who retain their Delphi common stock (about 0.7 shares of
Delphi for every share of GM $1-2/3 common stock owned) after the spin-off will
benefit from an increased overall dividend payment of about $0.20 per year.
While the GM board has no current intention to change its policy with respect to
the payment of dividends on GM $1-2/3 common stock, the declaration and payment
of future dividends by GM will, of course, be subject to the discretion of its
board of directors and will depend on its results of operations, financial
condition, cash requirements and future prospects, general economic and
financial market conditions and other factors deemed relevant by the GM board.
INFORMATION ABOUT DELPHI
Overview of Delphi
Delphi is the world's largest and most diversified supplier of automotive
parts, with 1998 net sales of $28.5 billion. Delphi became a leader in the
global automotive parts industry by capitalizing on the extensive experience it
gained as the principal supplier of automotive parts to General Motors. Delphi
is primarily a "Tier 1" supplier, which means that it generally provides its
products directly to automotive vehicle manufacturers, which we sometimes refer
to as "VMs." Delphi also sells its products to the worldwide aftermarket for
replacement parts and to non-VM customers.
Several years ago, Delphi began to transform its business from a North
America-based, captive component supplier to General Motors into a global
supplier of components, integrated systems and modules for a wide range of
customers. Delphi currently sells its products to every major manufacturer of
light vehicles in the world. Since 1993, Delphi's sales to customers other than
GM have grown from 13.3% of its total sales to 21.4% in 1998. For this purpose,
Delphi's total sales include all sales by entities in which it owns a minority
interest. Also, in 1998, Delphi's sales to GM were impacted by work stoppages at
certain GM and Delphi locations in the United States.
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Delphi has established an expansive global presence, with a network of
manufacturing sites, technical centers, sales offices and joint ventures located
in every major region in the world. Through Delphi's experience with GM, it has
developed a sophisticated understanding of the design, engineering, manufacture
and operation of all aspects of the automotive vehicle. It has both extensive
technical expertise in a broad range of product lines and strong systems
integration skills, which enable Delphi to provide comprehensive, systems-based
solutions for its customers.
Delphi operates its business along three major product sectors which work
closely together to coordinate its product development and marketing efforts.
Delphi believes that it is one of the leading Tier 1 suppliers in each of its
focused business areas. Delphi's three major product sectors are:
- Electronics & Mobile Communication, which includes its automotive
electronics and audio and communications services;
- Safety, Thermal & Electrical Architecture, which includes its interior,
thermal and power and signal distribution products; and
- Dynamics & Propulsion, which includes its energy and engine management,
chassis and steering products.
Background of the Separation of Delphi from General Motors
During the period immediately prior to the spin-off, Delphi has been a
majority-owned subsidiary of General Motors. Before 1991, Delphi's business was
conducted by many separate automotive parts operations which General Motors had
acquired over time, beginning in the early twentieth century.
In 1991, General Motors organized its components businesses into the
Automotive Components Group. GM's objective was to improve the competitiveness
of these operations and then, based on this improved competitive position,
increase its business through penetration of new markets. In 1995, the group was
given the name "Delphi Automotive Systems" in order to establish its separate
identity in the automotive parts industry. In late 1997, in connection with GM's
spin-off of its defense electronics business, GM transferred Delco Electronics
to its Delphi Automotive Systems business sector in order to more closely
integrate Delco Electronics' expertise in automotive electronics with Delphi's
capabilities in automotive components and systems.
For the last several years, General Motors has engaged in a comprehensive
review of Delphi's business in order to address strategic challenges facing
Delphi. In August 1998, the GM board of directors determined that it would be in
the best interests of General Motors and its stockholders to separate Delphi
from General Motors and authorized management to proceed to develop a plan to
implement this separation.
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Delphi was incorporated in Delaware in September 1998 in preparation for
its separation from General Motors. Effective as of January 1, 1999, GM
contributed to Delphi those assets and liabilities comprising the business of
the Delphi Automotive Systems business sector of GM, in each case to the extent
agreed to by GM and Delphi. In February 1999, Delphi completed the initial
public offering of 100,000,000 shares, or about 17.7%, of its common stock. As a
result, GM currently owns the remaining 465,000,000 shares, or about 82.3%, of
Delphi's outstanding common stock.
In April 1999, after consideration of the timing, structure and terms of
various means by which to complete the separation of Delphi from GM, the GM
board of directors approved the spin-off of 452,565,000 of GM's shares of Delphi
common stock, representing about 80.1% of Delphi's outstanding common stock, to
GM $1-2/3 common stockholders by means of a dividend as described in this
Information Statement. At the same time, the GM board also approved the
contribution by GM of the other 12,435,000 shares of Delphi common stock held by
GM, representing about 2.2% of Delphi's outstanding common stock, to a GM
voluntary employees' beneficiary association, the General Motors Welfare Benefit
Trust ("VEBA"), which provides post-retirement health care and life insurance
benefits for GM's U.S. hourly retirees and their dependents. GM will make the
contribution to the VEBA promptly following the spin-off on May 28, 1999 .
Earlier this month, GM received confirmation from the IRS that this contribution
of shares of Delphi common stock to the VEBA will not affect the tax-free status
of the spin-off.
Effective as of the time of the completion of the spin-off, executives of
GM who have been serving on Delphi's board of directors will resign from such
positions. After the spin-off and the VEBA contribution, the separation of
Delphi from GM will be complete, GM will not own any shares of Delphi common
stock and Delphi will be a fully independent, publicly traded company.
Delphi's Ongoing Relationship With General Motors
Delphi and General Motors will continue to have significant ongoing
relationships following the spin-off. Delphi and GM are parties to agreements
providing for the separation of their respective business operations. These
agreements govern various interim and ongoing relationships between the
companies, including certain transitional services that GM will continue to
provide to Delphi following the spin-off.
In particular, Delphi and GM have entered into a supply agreement which is
intended to provide Delphi with a substantial base of business with GM well into
the next decade. General Motors is Delphi's largest customer and Delphi is GM's
largest automotive parts supplier. The supply agreement between GM and Delphi
provides that all existing contracts between GM and Delphi as of January 1, 1999
will generally remain in effect, including the pricing, duration and purchase
order terms and conditions. This includes existing contracts under which Delphi
has not yet begun to supply products.
However,
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the timing of payments from GM to Delphi under the existing contracts changed as
of January 1, 1999 to generally require payment by GM on the second day of the
second month following shipment rather than in the month following GM's receipt
of the Delphi invoice, which is generally earlier. These modified payment terms
are consistent with the new payment terms that GM is currently in the process of
introducing to its other suppliers.
Under the supply agreement, Delphi has the right to provide on competitive
terms the first replacement cycle of all product programs in the United States
and Canada which Delphi was providing to GM as of January 1, 1999, provided that
GM sources such replacement programs prior to January 1, 2002 and Delphi is
competitive in terms of design, quality, price, service and technology as these
factors relate to all aspects of bid packages that may be submitted by other
suppliers. Other suppliers' bids to provide particular products may include
offers of price reductions to GM on other current or future products, and GM may
under the supply agreement consider the overall economic effect of such package
proposals in assessing Delphi's competitiveness. Given that most vehicle
programs last about five to eight years, depending on the vehicle model, GM and
Delphi expect that Delphi's ability to secure next generation business from GM's
North American operations, together with Delphi's existing contracts and other
commitments, will provide Delphi with the opportunity to maintain substantial
business with GM's North American operations well into the next decade. Delphi
will also have the opportunity to bid on the same basis as other suppliers for
other new GM business.
The supply agreement specifies that GM has the right to move its existing
business with Delphi to other suppliers in the event that Delphi is not
competitive in terms of quality, service, design or technology. In addition, GM
has the right at all times to adopt new technology, whether or not such
technology is available through Delphi. If Delphi is unable to provide the new
technology or an equivalent technology acceptable to GM on a competitive basis,
GM is free to move the business from Delphi to another supplier.
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<PAGE>
Information About Delphi Common Stock
Delphi Common Stock
Under Delphi's amended and restated certificate of incorporation, the
authorized capital stock of Delphi is 2,000,000,000 shares, of which
1,350,000,000 shares are common stock, par value $0.01 per share, and
650,000,000 are preferred stock, par value $0.10 per share. As of May 7, 1999,
there were 565,000,000 shares of Delphi common stock outstanding and no shares
of Delphi preferred stock outstanding.
In connection with the initial public offering of Delphi common stock in
February 1999, certain Delphi executives were awarded "founders grant" options
to purchase shares of Delphi common stock and "founders grant" restricted stock
units. In addition, other Delphi employees were awarded "founders grant" options
to purchase shares of Delphi common stock. Stock options awarded to executives
as founders grants will vest in equal annual installments over four years after
the date on which they were granted. Stock options awarded to all other
employees as founders grants will vest in full two years from the date on which
they were granted. A total of about 26,000,000 shares of Delphi common stock
will be issuable upon exercise of these options or vesting of these restricted
stock units.
In addition, in connection with the spin-off, awards of GM $1-2/3 common
stock and GM Class H common stock under GM's incentive and variable pay plans
held by Delphi employees on the dividend payment date will be replaced with
substitute awards in Delphi common stock under Delphi's incentive and variable
pay plans. The substitute awards are intended to preserve the value of the
original awards in all material respects. The substitute awards will be made
based on the relative per share trading prices of GM common stock and Delphi
common stock at the time of the spin-off. Thus, it is not possible at this time
to specify exactly how many shares of Delphi common stock will be subject to
these substitute awards.
Delphi has a stockholders rights plan. Accordingly, one preferred share
purchase right is attached to each share of Delphi common stock to be
distributed. These rights would cause substantial dilution to any person or
group who attempts to acquire a significant interest in Delphi without advance
approval from Delphi's board of directors and thus could make an acquisition of
control of Delphi more difficult, even if such acquisition may be in the best
interests of Delphi and its stockholders.
The shares of Delphi common stock that you receive in the spin-off will be
fully paid and non-assessable and will not be entitled to any preemptive rights.
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Market for Delphi Common Stock
Delphi common stock trades on the New York Stock Exchange under the symbol
"DPH." A public market was established for Delphi common stock as a result of
Delphi's initial public offering in February 1999.
The following table sets forth for the periods indicated the high and low
sale prices of Delphi common stock as reported on the New York Stock Exchange
Composite Tape. We urge you to obtain current quotations for the Delphi common
stock.
1999 High Low
First Quarter (February 5 to March 31) $19 $17 9/16
Second Quarter (through May 7) $20 1/2 $16 3/8
Dividends
As with any company, the declaration and payment of future dividends by
Delphi will be subject to the discretion of its board of directors and will
depend on its results of operations, financial condition, cash requirements and
future prospects, general economic and financial market conditions and other
factors deemed relevant by its board of directors. Subject to its financial
results and action by its board of directors, Delphi has stated that it
currently intends to pay dividends on a quarterly basis, at an initial rate of
$0.07 per share, commencing with the first declaration in June 1999 for payment
in July 1999. If you hold your Delphi shares on the record date established by
the Delphi board of directors when it declares the first dividend, you will be
entitled to participate in such dividend.
Delphi Transfer Agent
The transfer agent and registrar for Delphi common stock is BankBoston,
N.A. You may contact the Delphi transfer agent and registrar at the addresses
set forth below or at its toll-free phone number, which is (800) 818-6599.
Stockholders outside the United States and Canada may contact the Delphi
transfer agent and registrar by calling collect (781) 575-3990.
All correspondence other than overnight deliveries should be sent to:
BANKBOSTON, N.A.
EquiServe Trust Company
Attn: Delphi Automotive Systems Stockholder Services
P.O. Box 9450
Boston, Massachusetts 02205-9450
Overnight deliveries should be sent to:
BANKBOSTON, N.A.
EquiServe Trust Company
Attn: Delphi Automotive Systems Stockholder Services
150 Royall Street
Canton, Massachusetts 02021-1031
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Where You Can Find More Information
Delphi and GM are each subject to the informational reporting requirements
of the Securities Exchange Act of 1934, as amended, and, accordingly, each
company files registration statements, reports, proxy statements and other
information with the SEC, including financial statements. Delphi has been
subject to the Securities Exchange Act reporting requirements for at least 90
days and is current in its reporting. If you would like more information about
Delphi, we urge you to read Delphi's reports filed with the SEC.
You may read and copy Delphi's and GM's reports at the public reference
facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade
Center, Suite 1300, New York, New York; and 500 West Madison Street, Suite 1400,
Chicago, Illinois. You may also inspect these reports at the SEC's website at
http://www.sec.gov or you may obtain copies of these materials at prescribed
rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. You may also inspect these reports at
the New York Stock Exchange, 20 Broad Street, New York, New York; and, in the
case of the GM's reports, at the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California.
Each of GM and Delphi maintains a website which offers additional
information about the company:
- Visit GM's website at http://www.gm.com.
Visit Delphi's website at http://www.delphiauto.com.
You can also obtain more information about the spin-off from the
information agent as set forth below:
MORROW & CO., INC.
445 Park Avenue
5th Floor
New York, New York 10022
Banks and Brokers
Call Toll-Free: (800) 662-5200
or
All Others
Call Toll-Free: (800) 566-9058
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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 May 14, 1999
-----------------
By
s/Peter R. Bible
-------------------------------
(Peter R. Bible,
Chief Accounting Officer)
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