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 28, 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 28, 1999, General Motors Corporation (GM) issued the following news
release announcing the complete separation of Delphi Automotive Systems from GM.
These actions have now been completed. The news release was as follows:
GENERAL MOTORS TO COMPLETE SEPARATION OF DELPHI AUTOMOTIVE SYSTEMS
DETROIT - General Motors Corporation (NYSE: GM) announced that it will
complete the separation from GM of Delphi Automotive Systems Corporation (NYSE:
DPH) today. This morning GM distributed 0.69893 of a share of Delphi common
stock as a dividend on each share of GM $1-2/3 common stock outstanding on May
25, 1999, which was the record date for the distribution.
As a result of this spin-off of 452,565,000 shares of Delphi common stock and
GM's contribution of its remaining 12,435,000 shares of Delphi common stock to a
Voluntary Employee Beneficiary Association (VEBA) trust to fund benefits for GM
retired hourly employees, GM will no longer own any shares of Delphi.
"This transaction creates value for GM shareholders while allowing for an
even more competitive Delphi," said GM Chairman and Chief Executive Officer
John F. Smith, Jr. "We wish Delphi and its employees great success as they
begin their journey as a fully independent company."
In August 1998, GM announced that its board of directors had determined that
it would be in the best interest of GM and its stockholders to separate Delphi
from GM. As a first step in this separation, Delphi completed an initial public
offering of approximately 17.7 percent of its common stock in February 1999.
GM's distribution and contribution to the VEBA trust today of the remaining 82.3
percent of Delphi common stock are the final steps in completing the separation.
Based on Thursday's closing market price of Delphi stock on the New York
Stock Exchange of $20-1/2, the indicated value of the spin-off dividend to GM
stockholders is approximately $9.3 billion in the aggregate, or approximately
$14.33 per share of GM $1-2/3 common stock. GM $1-2/3 common stockholders will
receive cash instead of any fractional shares of Delphi stock that would
otherwise be delivered to them in the spin-off. As previously announced, GM has
received a private-letter ruling from the Internal Revenue Service to the effect
that the distribution of the Delphi common stock will be tax-free to GM and its
stockholders for U.S. federal income-tax purposes.
An information statement relating to the spin-off has been mailed to holders
of GM $1-2/3 common stock. This Information Statement also is available on GM's
website: http://www.gm.com. Stockholders who have questions about the Delphi
spin-off may also call GM's Information Agent, Morrow & Co., at (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
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(Registrant)
Date May 28, 1999
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By
s/Peter R. Bible
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(Peter R. Bible,
Chief Accounting Officer)
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