<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
General Motors Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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Explanatory Note
In connection with the Registrant's proxy solicitation for its 2000 annual
meeting of stockholders, the Registrant has directed certain of its officers and
employees to solicit votes in favor of the adoption of an amendment to its
Certificate of Incorporation to increase the number of authorized shares of
Class H Common Stock. The following information, which was first used on May 31,
2000, was furnished to such persons in connection with such solicitation:
<PAGE>
CONSIDERATIONS RELATING TO
ITEM NO. 3 IN THE 2000 PROXY STATEMENT
<TABLE>
<CAPTION>
Millions
--------
<S> <C>
Dividend Base 432
Reserved for Issuance Upon
Conversion of GM Series H
Convertible Preference Stock Issued
to AOL in 1999 21
Reserved for Issuance
for Executive Stock Options 21
-----
474 Fully diluted dividend base
x3 Split (expected 6/7/00 if Item 3
----- approved by stockholders)
1,422
x2 Split (possible future split if
----- rate of stock price growth
2,844 continues)
Strategic Alliances/Acquisitions
& Stock Options 756 (27%)
-----
3,600 Amount Requested
</TABLE>
Success of Exchange Offer Demonstrates
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. $1-2/3 stockholders want Class H Stock
. Need: price accessibility (not too high for round lot acquisitions at
$30-$50/share) share accessibility
. High level of stockholder interest in acquiring Class H stock in exchange
offer reflects expectations of growth of Hughes business
- Growth would be greatly facilitated by Hughes having access to an equity
security as transaction currency
- Flexibility needed for future (post 3:1) split to avoid price going
significantly above $30-$50 range
Governance Standards of GM Board
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. Governance Guidelines recognized as model in corporate governance circles
. 75% of Board Members Have Independent Status
. Board active in creating stockholder value; would not use excess share
authorization to propose highly dilutive transaction
. Any stock issuance of 20% or more of a class would require stockholder
approval under NYSE guidelines
Class H Stock Price -
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. Recent High $140/share
. Currently $96-$100/share
. High price level can restrain liquidity and continued rate of price increase
due to high cost of round lot purchases
Regarding need for access to additional shares for strategic alliances,
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acquisitions or stock options
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. Retention of key executives requires flexibility to issue additional stock
options annually
. AOL-Time Warner Industry Consolidation confirms trend toward industry
consolidation
. Hughes wants flexibility to participate in industry consolidation by
participating in strategic alliances and acquisitions:
- Participation by Hughes requires access to an equity security to use as
currency.
- That security would be Class H stock.
- Its attractiveness in this context requires in part, that it be highly
liquid.
- Stock trading at $100-$140/share range less liquid that one trading in
$30-$50 range
- Stock less liquid in $100 - $140 price range
Gap between current 474 million fully diluted dividend base and 600 million
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authorized shares is too small to allow for even a 2 for 1 split
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