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 report) May 25, 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 25, 1999, General Motors Corporation (GM) issued the following press
release announcing the exact number of shares of Delphi stock to be distributed
on May 28, 1999 per share of $1-2/3 par value common stock:
GENERAL MOTORS CORPORATION
General Motors Building, Detroit, Michigan 48202
NEWS
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For Release May 25, 1999 Contact: Mark A. Tanner
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(212) 418-6380
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GM ANNOUNCES DISTRIBUTION RATIO FOR DELPHI STOCK BEING
DISTRIBUTED TO HOLDERS OF GM $1-2/3 PAR VALUE COMMON STOCK
DETROIT -- General Motors Corporation (NYSE: GM) today announced the
distribution ratio relating to its previously announced spin-off of 452,565,000
shares of the common stock of Delphi Automotive Systems Corporation (NYSE: DPH)
to holders of General Motors $1-2/3 par value common stock. Based upon the
647,515,250 outstanding shares of its $1-2/3 par value common stock held of
record at 5:00 p.m. EDT today, which is the record date for the distribution, GM
will distribute 0.69893 shares of Delphi common stock on May 28 for each share
of GM $1-2/3 common stock.
As previously announced, no fractional shares of Delphi common stock will be
delivered as part of the spin-off. Instead, fractional shares will be aggregated
and sold on behalf of all stockholders. The sale proceeds will then be
distributed on a pro-rata basis to the affected stockholders.
In order to effect the spin-off, the GM Board of Directors declared a
dividend on April 12, 1999, consisting of 452,565,000 shares of Delphi common
stock, representing approximately 80.1 percent of the outstanding Delphi common
stock, payable as of 9:00 a.m. EDT on May 28, 1999, to holders of record of GM's
$1-2/3 par value common stock on May 25, 1999.
In addition, as announced May 10, 1999, GM will contribute 12.4 million
shares of its Delphi stock to a Voluntary Employee Beneficiary Association
(VEBA) trust previously established by GM, which can be used to fund benefits
for hourly retirees. These shares comprise 2.2 percent of the outstanding shares
of Delphi common stock, and combined with the shares being spun off represent
the 465,000,000 total shares of Delphi stock held by General Motors.
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As previously announced, GM has received a private-letter ruling from the
Internal Revenue Service to the effect that our distribution of the Delphi
common stock will be tax-free to GM and its stockholders for U.S. federal
income-tax purposes.
The "ex dividend" date for GM $1-2/3 common stock will be May 28, 1999.
Trading in such stock on that date will adjust the price of that stock downward
to reflect completion of the Delphi spin-off. That adjustment is expected to be
based on the value of the Delphi stock being distributed on each share of GM
$1-2/3 common stock, which at the close of trading on the New York Stock
Exchange (NYSE) today was approximately $14.42 per share, reflecting the value
of 0.69893 of a share of Delphi common stock, which closed on the NYSE today at
$20-5/8 per share.
Although Delphi's financial results will no longer be part of the
consolidated financial results of General Motors, the GM Board of Directors has
indicated its current intent to maintain the level of quarterly dividends paid
on GM $1-2/3 common stock at $0.50 per share. This will provide GM $1-2/3
stockholders with an effective dividend increase since Delphi currently intends
to pay quarterly dividends of $0.07 per share.
To reflect the separation of Delphi from General Motors, GM has filed
restated financial statements with the U.S. Securities and Exchange Commission
for prior periods, which exclude Delphi's results. GM's future financial
statements will classify Delphi's historical results as discontinued operations.
Consistent with these adjustments, future estimates of GM's projected
financial results published by various securities analysts should reflect the
exclusion of Delphi's financial results from those of General Motors.
Holders of GM $1-2/3 par value common stock will receive an Information
Statement relating to the spin-off. This Information Statement is also available
on GM's website at http://www.gm.com. Stockholders who have questions about the
Delphi spin-off may also call the 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 26, 1999
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By
s/Peter R. Bible,
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(Peter R. Bible,
Chief Accounting Officer)
