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 1, 2000
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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.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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 February 1, 2000, General Motors Corporation (GM) issued a press release
announcing it will offer to repurchase GM $1-2/3 stock in exchange for $8
billion of Class H stock, and make $7 billion in Class H stock contributions to
benefit plans. Hughes Electronics Corporation (Hughes) issued two press releases
on February 1, 2000. The first announced that Hughes will continue to focus on
its delivery of business objectives and the second announced Hughes' new board
member, Bernee D.L. Strom. On February 2, 2000, GM announced G. Richard Wagoner,
Jr. as their new Chief Executive Officer. The releases are as follows:
GM WILL OFFER TO REPURCHASE GM $1-2/3 STOCK IN EXCHANGE FOR $8 BILLION OF
CLASS H STOCK, AND MAKE $7 BILLION IN CLASS H STOCK CONTRIBUTIONS TO BENEFIT
PLANS
TRANSACTIONS WILL REDUCE GM'S ECONOMIC INTEREST IN HUGHES TO APPROXIMATELY
35 PERCENT , AND SIGNIFICANTLY INCREASE EPS FOR GM $1-2/3 STOCK
DETROIT -- General Motors Corp. (NYSE: GM, GMH) today announced plans for a
broad restructuring of its economic interest in Hughes Electronics (Hughes),
including an offer to its current shareholders to repurchase GM $1-2/3 par value
common stock in exchange for approximately $8 billion of GM Class H common
stock, and contributions of approximately $7 billion of Class H stock to GM
benefit plans.
"The GM Board of Directors today authorized this series of transactions
that continue GM's efforts to deliver significant value to its shareholders and
further strengthen the corporation's financial position," said GM Chairman and
Chief Executive Officer John F.
Smith, Jr.
Exchange offer to be made
GM will offer to exchange approximately $8 billion of Class H stock for GM
$1-2/3 stock. This exchange would significantly reduce the number of shares of
GM $1-2/3 stock outstanding. Specifically, GM will offer to holders of GM $1-2/3
stock an opportunity to voluntarily tender any portion of their holdings of GM
$1-2/3 stock in order to acquire Class H stock. The exchange generally will be
tax-free to GM and its U.S. stockholders for U.S. income tax purposes. Shares
tendered will be subject to pro-ration if the exchange offer is oversubscribed.
A Form S-4 registration statement detailing the terms and conditions of the
proposed exchange offer will be filed shortly with the Securities and Exchange
Commission. GM expects to complete the proposed transaction during the second
quarter of this year. The per-share exchange ratio for the offering will be
determined immediately prior to the commencement of the offer. No offering of
Class H stock will be made except by means of a prospectus to be included in the
Form S-4 registration statement.
Contributions to benefit plans
GM plans to contribute up to $7 billion of Class H stock to certain of its
benefit plans in the second quarter, including a significant amount to its U.S.
Hourly-Rate Employees Pension Plan, and the balance to its voluntary employees'
beneficiary association (VEBA) trust. The VEBA trust was set up in 1997 to fund
the corporation's other post-retirement employee benefit (OPEB) obligations for
hourly employees. The pension plan contribution will help to ensure that GM's
U.S. pension plans remain fully funded on an SFAS-87 basis for the foreseeable
future. The contributions to the benefit plans, which are not subject to any
regulatory approvals, will significantly reduce annual pension and OPEB expense,
and will strengthen the company's overall financial position.
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"These actions enable GM to realize $15 billion of the value of Hughes, and
improve GM's financial flexibility to pursue business and growth initiatives in
our automotive and financial services businesses," said Smith. "We will improve
net income through reduced pension and OPEB expense while substantially reducing
the number of GM $1-2/3 shares outstanding. This will translate to a significant
increase in GM's earnings per share."
In connection with these transactions, GM will issue approximately $15
billion of Class H stock. However, the proposed transactions will not have any
dilutive effect on the earnings per share attributable to the outstanding Class
H stock. The issuance of additional Class H shares in connection with these
transactions will substantially increase the liquidity of that stock in the
securities market, which should benefit trading of Class H stock over time.
Upon completion of a fully subscribed exchange offer and contributions to
the benefit plans, GM will retain approximately a 35 percent, or $18 billion,
economic interest in Hughes (based on yesterday's NYSE closing price of Class H
stock) and Hughes will remain a wholly-owned subsidiary of GM. Consequently, GM
$1-2/3 common shareholders would benefit indirectly in any further improvement
in the Class H stock price as a result of GM's retained economic interest in
Hughes as well as the Class H stock held by the GM benefit plans.
GM has no current plans or intention to separate Hughes or any of its
businesses from GM, whether by means of a spin-off, split-off or any other
transaction. However, GM will continue to evaluate what Hughes ownership
structure would be optimal for the two companies and GM stockholders.
GM has the flexibility to use the economic interest that it retains in
Hughes in a variety of ways, including as a currency for additional GM $1-2/3
stock repurchases, acquisitions, benefit plan contributions, to raise cash
proceeds in a tax-efficient manner, or to implement further corporate
restructurings.
The transactions will not affect the business operations of Hughes, and
GM's automotive operations will continue to have direct access to the
opportunities for strategic synergies with Hughes' rapidly growing
communications services businesses.
"It is important to retain our strategic relationship with Hughes. We
continue to create new communications capabilities and functionality in our
vehicles. Hughes has redefined itself as a premier provider of digital
entertainment and business communications, which strengthens its ability to
contribute to GM's strategy to grow its service-oriented businesses," Smith
said.
GM has repurchased approximately $9 billion of GM $1-2/3 stock since 1997,
in addition to the significant reduction in the number of GM $1-2/3 shares
outstanding expected to result from the proposed exchange offer. Moreover, GM
has distributed approximately $12 billion of value to its shareholders as part
of the spin-offs of the Hughes defense business in 1997 and the Delphi business
in 1999.
"GM has a strong and consistent track record of finding ways to return
value to shareholders, and that record is being extended through these proposed
transactions," Smith said. "GM will strive to continue to increase earnings with
less capital employed. This is an excellent formula to deliver superior
shareholder returns."
GM $1-2/3 stock and Class H stock are both common stocks of General Motors.
Class H earnings per share and amounts available for payment of dividends are
determined by the financial performance of Hughes. As of year-end 1999, there
were 137.1 million shares of Class H outstanding, representing a 32 percent
tracking stock interest in the earnings of Hughes, and 617.4 million shares of
GM $1-2/3 stock outstanding.
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Morgan Stanley Dean Witter will act as dealer manager for General Motors in
connection with the exchange offer. Hughes will engage Salomon Smith Barney in
connection with the offering.
In this news release, use of the words anticipate, expect, should, believe,
plan, intensify, overcome and similar words are associated with forward-looking
statements that are inherently subject to numerous risks and uncertainties.
Accordingly, there can be no assurance that the results described in such
forward-looking statements will be realized. The principal risk factors that may
cause actual results to differ materially from those expressed in
forward-looking statements contained in this news release are described in
various documents filed by GM with the U.S. Securities and Exchange Commission,
including GM's Current Reports on Form 8-K dated April 12, 1999, and filed on
April 15, 1999, and April 21, 1999.
We urge holders of GM $1-2/3 common stock to read the Registration
Statement on Form S-4, including the prospectus, regarding the exchange offer
referred to above, when it becomes available, as well as the other documents
which General Motors has filed or will file with the Securities and Exchange
Commission, because they contain or will contain important information. Holders
of GM $1-2/3 common stock may obtain a free copy of the prospectus, when it
becomes available, and other documents filed by General Motors at the
Commission's web site at at General Motors' web site at or from General Motors
by directing such request in writing or by telephone to: General Motors
Corporation, 100 Renaissance Center, Detroit, Michigan 48243-7301, Attention: GM
Investor Relations, Telephone: (212) 418-6270, Facsimile: (212)418-3658. This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of securities in any state in which
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended. Inquiries
from the news media should be directed to GM Corporation Communications:
212-418-6380.
# # #
Chairman Michael T. Smith Says Company Will Continue Its Focus on
Delivery of Business Objectives
EL SEGUNDO, Calif., Feb. 1, 2000 - The announcement today by General Motors
Corp. that GM will restructure its economic interest in Hughes Electronics
Corporation will have no impact on Hughes' current business plans, or on its
strategy to be the world leader in digital entertainment and business
communication services, according to Hughes Chairman and CEO Michael T. Smith.
The announced actions by GM would, however, provide the flexibility to use the
economic interest that it retains in Hughes in a variety of ways, including as a
currency for additional GM $1-2/3 stock repurchases, acquisitions, benefit plan
contributions, to raise cash proceeds in a tax-efficient manner, or to implement
further corporate restructuring, Smith noted.
Smith, who on January 13 announced the sale of Hughes' satellite
manufacturing operations and a restructuring of the company into two sectors
focused on its consumer and business customer groups, emphasized that Hughes'
strategy would focus on fueling the growth of its entertainment and business
communication service businesses, and on the successful convergence of
technologies for both the consumer and business markets.
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"We are focused entirely on the execution and delivery of our business
plans," said Smith. "We believe we can deliver revenue growth in excess of 20
percent, while accelerating our EBITDA performance." EBITDA (earnings before
interest, taxes, depreciation and amortization) is the key measurement used by
financial analysts to evaluate the performance of entertainment and
communications companies investing heavily in high-growth business activities.
"Also, we are concentrating on the convergence of entertainment, data,
voice, internet, and other communications on a variety of platforms, including
television, desktop computers, mobile telephones, automobiles, airplanes, and
others," said Smith.
"We believe the combination of delivering on our commitments and long-term
investment will support great value for our shareholders," said Smith.
The year 2000 holds many significant milestones for Hughes. Content
enhancements of its DIRECTV(R) service, combined with the continuous addition of
local channels in major television markets, have resulted in greater demand for
DIRECTV, which is expecting a record year in subscriber growth. Partnerships
with Wink and TiVo, which add interactive capabilities to DIRECTV service, will
premiere by mid-year. Also, as part of its previously announced agreement with
America Online (AOL), Hughes and AOL will jointly launch a digital interactive
service, "AOL Plus by DirecPC," this year. Later, as part of the same agreement,
its DIRECTV unit will launch AOL TV, a new content-rich interactive service on
the television platform.
Hughes also plans to launch a total of five new satellites for its 81
percent-owned satellite communication services unit, PanAmSat. It will increase
its production of DIRECTV set top boxes to meet the growing demands of DIRECTV
customers. Its Latin American DIRECTV partnership, Galaxy Latin America, will
focus on maintaining strong double digit growth in the key consumer markets of
Brazil, Argentina and Mexico. And Hughes Network Systems continues to maintain
more than a 50 percent market share in satellite based business-to-business
private network communications, while at the same time investing in the
development and deployment of its two-way, broadband Spaceway(TM) system in
2003.
Hughes Electronics is a unit of General Motors Corporation. The earnings of
Hughes are used to calculate the earnings per share attributable to the General
Motors Class H common stock (NYSE:GMH)
NOTE: Hughes Electronics Corporation believes that certain statements in
this press release may constitute forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release, the words "estimate," "plan," "project," "anticipate," "expect,"
"intend," "outlook," "believe," and other similar expressions are intended to
identify forward-looking statements and information. Actual results of Hughes
may differ materially from anticipated results as a result of certain risks and
uncertainties, which include but are not limited to those associated with:
economic conditions; demand for products and services, and market acceptance;
government action; local political or economic developments in or affecting
countries where we have international operations; our ability to obtain export
licenses; competition; our ability to achieve cost reductions; technological
risks; our ability to address the year 2000 issue; interruptions to production
attributable to causes outside our control; limitations on access to
distribution channels; the success and timelines of satellite launches; the
in-orbit performance of satellites; the ability of our customers to obtain
financing; and our ability to access capital to maintain our financial
flexibility. Hughes cautions that these important factors are not exclusive.
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We urge holders of GM $1-2/3 common stock to read the Registration
Statement on Form S-4, including the prospectus, regarding the exchange offer
referred to above, when it becomes available, as well as the other documents
which General Motors has filed or will file with the Securities and Exchange
Commission, because they contain or will contain important information. Holders
of GM $1-2/3 common stock may obtain a free copy of the prospectus, when it
becomes available, and other documents filed by General Motors at the
Commission's web site at at General Motors' web site at or from General Motors
by directing such request in writing or by telephone to: General Motors
Corporation, 100 Renaissance Center, Detroit, Michigan 48243-7301, [Attention:
GM Investor Relations, Telephone: (212) 418-6270, Facsimile: (212)418-3658.]
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any state in which
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended. Inquiries
from the news media should be directed to GM Corporation Communications:
212-418-6380.
# # #
INTERNET EXECUTIVE BERNEE STROM ELECTED
TO HUGHES ELECTRONICS BOARD
EL SEGUNDO, Calif., Feb. 1, 2000 - Bernee D.L. Strom, president of
InfoSpace.com Ventures, LLC and former chief executive officer of Priceline.com,
has been elected to the board of directors of Hughes Electronics Corporation.
Strom's appointment is the continuation of Hughes' strategy to broaden the
expertise of its board by adding independent members with knowledge and
experience directly related to Hughes' future markets and growth opportunities.
"Bernee Strom brings a wealth of information on managing Internet content
and e-commerce to Hughes at a time when Hughes is focusing its resources on the
growth of its services businesses," said Michael T. Smith, chairman and chief
executive officer of Hughes. "Hughes is the world's leading provider of digital
entertainment and information, and Bernee's insight into the rapidly growing
Internet market will be valued as Hughes rolls out the interactive DIRECTV(R)
and consumer DirecPC(R) products it is introducing with America Online, and
develops future broadband opportunities."
Strom was elected to the board on Monday, bringing the membership to nine.
The board includes one member of Hughes management, three members of General
Motors management, three members who are also outside GM directors, and two
independent, non-affiliated members.
Hughes in October elected Alfred C. Sikes, president of Hearst Interactive
Media and former chairman of the Federal Communications Commission (FCC), to its
board.
Ms. Strom, 51, was named president of InfoSpace.com Ventures in January
after having served as president and chief operating officer of InfoSpace.com,
Inc. since November 1998. She remains a member of the board of directors of
InfoSpace.com, a leading global provider of infrastructure services for Web
sites, merchants and wireless devices.
Ms. Strom from July 1997 to December 1998 served on the board of directors
of Walker Digital, an intellectual property studio that invents, patents and
licenses processes, systems and technologies that leverage larger existing
marketing systems. She served as the founding CEO of Walker Digital's first
spin-out Internet commerce company, Priceline.com.
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Prior to joining Walker, Ms. Strom was president and CEO of U.S.A. Digital
Radio, which is developing a technology to serve as a worldwide standard for AM
and FM digital radio broadcasting. She also is a founder and shareholder, and
was a principal, of the Gemstar International Group Ltd., which invented the VCR
Plus+ Instant Programmer. Ms. Strom was responsible for developing and
implementing the business strategy and marketing for the products worldwide.
Ms. Strom was founder, president and CEO of MBS Technologies, Inc., a
computer software company that published the FileRunner program, and served as
chairman of Quantum Development Corporation, a software company specializing in
business analysis and optimization applications.
Since 1990, Ms. Strom has served as managing partner of the Strom Group, an
investment, management consulting and business advisory firm that specializes in
the startup of new firms, especially in high technology.
A graduate of New York University with a bachelor's degree, summa cum
laude, in mathematics and history, Ms. Strom also earned a master's degree in
mathematics and mathematics education from New York University, and received an
MBA with highest honors in finance from the Anderson School at the University of
California, Los Angeles.
Ms. Strom, who served as a former senior executive at the Los Angeles
Herald Examiner and a senior management consultant at Deloitte, Haskins & Sells,
is on the boards of directors of Polaroid Corporation, InfoSpace.com and
ImageX.com.
She is on the board of advisors of the J.L. Kellogg Graduate School of
Management of Northwestern University, and is a trustee of the National Public
Radio Foundation.
Hughes Electronics is a unit of General Motors Corporation. The earnings of
Hughes are used to calculate the earnings per share attributable to the General
Motors Class H common stock (NYSE:GMH).
# # #
GM BOARD ANNOUNCES MANAGEMENT CHANGES;
WAGONER ELECTED CEO, SMITH REMAINS AS CHAIRMAN
DETROIT -- The General Motors Board of Directors has elected G. Richard
Wagoner, Jr., 46, chief executive officer and president, effective June 1, 2000.
Currently, he is president and chief operating officer. In his new capacity,
Wagoner has responsibility for the strategic and operational leadership of
General Motors.
John F. Smith, Jr., 61, currently chairman and chief executive officer,
will continue as chairman and maintain his key role of building strong
relationships with GM's business partners, unions, dealers, with governments
around the world and with external business groups. He will also act as the
primary interface between the Board of Directors and GM management.
"Everyone at General Motors has a deep sense of gratitude for the
tremendous leadership Jack Smith has provided since he was named CEO in 1992,"
Wagoner said. "Having Jack's continuing leadership counsel and years of
experience at hand will be an invaluable strategic advantage for us as we go
forward."
Harry J. Pearce, 58, vice chairman, will continue in that position and will
continue to provide oversight for Hughes Electronics. He maintains
responsibility for Allison Transmission Division, GM Electro-Motive Group and
its Defense Operations. He will also continue to be responsible for GM's focus
on advanced vehicle technology, safety, the environment and key public policy
issues.
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Wagoner, Pearce and Thomas A. Gottschalk, GM's general counsel, will
continue to report to Smith. Smith, Wagoner and Pearce continue as GM directors.
In addition to the four regional automotive presidents and key "global
process leaders" (for such enterprise activities as engineering, manufacturing,
purchasing and human resources) who already report to Wagoner, the Company's
chief financial officer and General Motors Acceptance Corp. will be realigned to
report to him as well. These latter organizations previously reported to Smith.
In communications to employees earlier this morning, Smith said that this
action was part of the Board's continuing succession planning activity and that
it will maintain continuity at the senior-most executive level and further build
on the momentum General Motors has generated over the past several years.
"We have a lot of momentum right now," Smith said. "I'm proud of the work
we've accomplished, but even more important, I'm excited about the potential we
have as a company going forward.
"Rick has been instrumental in putting together a winning automotive
strategy, one based on operating as one company worldwide, getting our
organization to aggressively pursue stretch targets, moving with a greater sense
of urgency and enhancing our focus globally on product," Smith said. "Rick's
being elected chief executive officer is not only a reward for what he's
accomplished, but is a vote of confidence that he can take GM to even greater
heights in terms of products, services and shareholder value."
"While it's gratifying to have Jack's and the Board's confidence, it's
clear that winning in today's competitive global auto industry is a team sport,"
Wagoner said. "The progress we've made at GM in recent years is the result of a
lot of great people working together with a focus on winning. And that's
certainly what we'll need in the future as well.
"I'm very pleased that the Board is keeping the leadership team in place,"
Wagoner added. "Jack, Harry and I, along with our leadership group at GM, work
well together. Under Jack's leadership, we've accomplished a great deal since
the trying days of 1992, and, given Jack's example, we know that together with
our employees, unions, dealers, suppliers and all the other members of the
worldwide GM team, we can accomplish even more - a lot more."
"I fully support the Board's decision," Pearce commented. "Rick is a
talented executive with a broad range of experience. We have worked closely
these last eight years, and will continue to going forward. We share a common
vision, with Jack, on where we want to take GM. We're ready for the challenges
and opportunities that lie before us."
BIOGRAPHIES
JOHN F. SMITH, JR.
CHAIRMAN, CHIEF EXECUTIVE OFFICER
GENERAL MOTORS CORP.
John F. "Jack" Smith, Jr., became chairman of the General Motors Corp.
board of directors in January 1996. He has been chief executive officer since
November 1992.
Effective June 1, Smith will no longer have CEO responsibilities, but will
remain chairman. Smith had served as president from April 1992 to October 1998,
and as president and chief operating officer from April 1992 to November 1992.
From Aug. 1, 1990, to April 6, 1992, Smith served as vice chairman of GM with
responsibility for international operations. He previously had been executive
vice president in charge of GM's international operations since June 1988.
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Smith was born April 6, 1938, in Worcester, Mass. He received his bachelor's
degree in business administration from the University of Massachusetts in 1960,
and a master's degree in business administration from Boston University in 1965.
Smith joined General Motors in 1961 at the Fisher Body plant in Framingham,
Mass. He transferred to the New York financial staff in 1966 and was named an
assistant treasurer in September 1974. In February 1976, he was named an
assistant comptroller on the financial staff in Detroit.
On Aug. 1, 1980, he was named comptroller. He became director of worldwide
product planning in Detroit on Feb. 1, 1982. He was appointed president and
general manager of General Motors of Canada Ltd. and a GM vice president on Jan.
9, 1984. On Feb. 1, 1986, Smith was named executive vice president of GM
Europe-Passenger Cars, in charge of operations and engineering, and was
appointed president of GM Europe on April 1, 1987.
Smith is a member of the Procter & Gamble Co. board of directors as well as
chairman of the Economic Club of Detroit, chairman of Catalyst, and co-chairman
of the Business Roundtable. He is also a director of Detroit Renaissance and the
U.S.-Japan Business Council. He also serves on the board of trustees of the
United Way of Southeastern Michigan.
Smith is a member of the American Society of Corporate Executives, The Nature
Conservancy board of directors and the Business Council. He is president of the
Beta Gamma Sigma's Director's Table, a member of the Chancellor's Executive
Committee of the University of Massachusetts, and a member of the board of
trustees at Boston University. He has been awarded honorary doctoral degrees
from those universities as well as Providence College, Michigan State
University, Kettering University and Holy Cross College.
HARRY J. PEARCE
VICE CHAIRMAN
GENERAL MOTORS CORP.
Harry J. Pearce was elected a member of the General Motors Corp. board of
directors and became vice chairman on Jan. 1, 1996.
Pearce had been an executive vice president since Nov. 2, 1992. He provides
oversight for Hughes Electronics and has responsibility for Allison Transmission
Division, GM Electro-Motive Group and its Defense Operations. He continues to be
responsible for GM's focus on advanced vehicle technology, safety, the
environment and key public policy issues.
Pearce joined General Motors as associate general counsel in October 1985,
assuming responsibility for all product litigation and product safety issues
worldwide. He served as general counsel with responsibility for GM's legal staff
from May 1987 to August 1994.
Prior to joining GM, Pearce had been a senior partner in the firm of Pearce &
Durick of Bismarck, N.D. In that capacity, he represented GM and other
industrial companies nationwide in a variety of product liability cases over 15
years.
Pearce was born Aug. 20, 1942, in Bismarck. He received a bachelor's degree in
engineering sciences from the United States Air Force Academy in 1964, and in
1967 he earned his law degree from Northwestern University's School of Law,
where he was a Hardy Scholar.
During his Air Force career, Pearce served as a staff judge advocate and was
certified as a military judge. On his return to civilian life, he joined a law
firm in Bismarck. He was a municipal judge there from 1970 to 1976 and also
served as United States commissioner and U.S. magistrate.
- 9 -
Pearce also is a member of the board of directors of Hughes Electronics, General
Motors Acceptance Corp. (GMAC), Marriott International Inc., the Alliance of
Automobile Manufacturers, Economic Strategy Institute, Theodore Roosevelt Medora
Foundation, MDU Resources Group Inc., National Defense University Foundation and
the Detroit Investment Fund. He also is a member of the U.S. Air Force Academy's
board of visitors and chairman of the U.S. Air Force Academy's Sabre Society.
Pearce is a fellow in the American College of Trial Lawyers and the
International Society of Barristers. He is chairman of the Product Liability
Advisory Council Foundation and a founding member of the Minority Counsel
Demonstration Program of the American Bar Association's Commission on
Opportunities for Minorities in the Profession.
Pearce is a member of the American Law Institute, the President's Council on
Sustainable Development, the World Business Council for Sustainable Development,
and the Mentor Group's Forum for U.S.-European Union Legal-Economic Affairs. He
also serves on The Conference Board, the Network of Employers for Traffic
Safety's Leadership Council and the World Economic Forum's Council of Innovative
Leaders in Globalization. He is a member of Northwestern University School of
Law's Law Board, and a trustee of Howard University, the United States Council
for International Business and New Detroit Inc.
G. RICHARD WAGONER, JR.
NAMED CHIEF EXECUTIVE OFFICER OF GENERAL MOTORS CORP.
G. Richard Wagoner, Jr., was elected president and chief operating officer of
General Motors Corp. and a member of GM's board of directors on Oct. 5, 1998.
Effective June 1, Wagoner will take on the additional responsibilities of chief
executive officer.
Wagoner, who leads GM's unified global Automotive Operations and serves as
chairman of GM's Automotive Strategy Board, had served as a GM executive vice
president and president of GM's North American Operations since 1994.
Born in Wilmington, Del., on Feb. 9, 1953, and raised in Richmond, Va., Wagoner
received a bachelor's degree in economics from Duke University in 1975 and a
master's degree in business administration from Harvard University in 1977.
Wagoner began his GM career in 1977 as an analyst in the Treasurer's Office in
New York. While there, he held several positions, including manager of Latin
American financing, director of Canadian and overseas borrowing, and director of
capital analysis and investment.
In 1981, Wagoner became treasurer of General Motors do Brasil in Sao Paulo. In
1984, he became executive director of finance for that unit. He moved to GM of
Canada Ltd. in 1987 as vice president and finance manager. In October 1988, he
became group director, strategic business planning for the former
Chevrolet-Pontiac-GM of Canada Group.
Wagoner served as vice president in charge of finance for General Motors Europe,
based in Zurich, from June 1989 to July 1991, when he was named president and
managing director of General Motors do Brasil.
Wagoner was elected executive vice president and chief financial officer of GM
in November 1992, and also had direct responsibility for GM's Worldwide
Purchasing Group from April 1993 to July 1994.
# # #
Note to Editors: Complete press releases and photography available on the
Internet at GM Media Online (http://media.gm.com). Photography is also available
through Wieck Photo Database at 972-392-0888.
- 10 -
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 2, 2000
-----------------
By
s/Peter R. Bible
-------------------------------
(Peter R. Bible,
Chief Accounting Officer)
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