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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of
The Securities Exchange Act of 1934
(Amendment No. 1)
GENERAL MOTORS CORPORATION
(Name of Subject Company (issuer))
GENERAL MOTORS CORPORATION (ISSUER)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK
$1 2/3 Par Value Per Share
(Title of Class of Securities)
370442105
(CUSIP Number of Class of Securities)
Peter R. Bible
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, MI 48265-3000
(313) 556-5000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
-Copies to-
Warren G. Andersen Marcy J.K. Tiffany
General Motors Corporation Hughes Electronics Corporation
300 Renaissance Center 200 North Sepulveda Boulevard
Detroit, Michigan 48265 El Segundo, California 90245
(313) 665-4921 (310) 662-9688
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Joseph P. Gromacki Frederick S. Green Francis J. Morison Victor I. Lewkow
Kirkland & Ellis Michael E. Lubowitz Sarah Beshar Cleary, Gottlieb, Steen & Hamilton
200 East Randolph Drive Weil, Gotshal & Manges LLP Davis Polk & Wardwell One Liberty Plaza New
Chicago, Illinois 60601 767 Fifth Avenue 450 Lexington Avenue York, New York 10006
(312) 861-2000 New York, New York 10153 New York, New York 10017 (212) 225-2000
(212) 310-8000 (212) 450-4000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$7,586,739,033 $1,517,347.81
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* Estimated solely for the purpose of calculating the filing fee pursuant to
Rule 0-11 under the Securities Exchange Act of 1934, as amended.
[x] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,121,428.17 Form or Registration No.: Form S-4
Filing party: General Motors Corporation Registration No. 333-30826
Date Filed: March 22, 2000
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_]third-party tender offer subject to Rule 14d-1.
[X]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
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This Amendment No. 1 to Issuer Tender Offer Statement on Schedule TO
("Amendment No. 1") relates to an offer by General Motors Corporation, a
Delaware corporation ("General Motors" or "GM"), to holders of its $1 2/3 par
value common stock to exchange 1.065 shares of Class H common stock of General
Motors for each share of $1 2/3 par value common stock validly tendered in the
exchange offer and accepted by GM, up to a maximum of 86,396,977 shares of $1
2/3 par value common stock to be accepted and 92,012,781 shares of Class H
common stock to be issued. The offer to exchange was made upon the terms and
subject to the conditions set forth in the Offering Circular-Prospectus, dated
April 24, 2000, the related Letter of Transmittal and the instructions
thereto, and certain other relevant documents (collectively, the "Exchange
Offer"). Copies of the Offering Circular-Prospectus and the related Letter of
Transmittal and instructions thereto were previously filed on Schedule TO as
Exhibit 12(a)(1)(i) and 12(a)(1)(ii), respectively. This Amendment No. 1 is
intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the
Securities Exchange Act of 1934, as amended.
Item 4. Terms of the Transaction.
Item 4(a) of Schedule TO is hereby amended and supplemented by adding the
following language:
The Exchange Offer expired at 12:00 midnight, New York City time, on
Friday, May 19, 2000, and was not extended. 339,700,412 shares of $1 2/3 par
value common stock were validly tendered and not withdrawn prior to the
expiration of the Exchange Offer. General Motors accepted 86,396,977 shares of
$1 2/3 par value common stock validly tendered and issued 92,012,781 shares of
Class H common stock in exchange. The final proration factor for the Exchange
Offer was 24.78958662%.
On May 26, 2000, General Motors issued a press release announcing the final
results of the Exchange Offer, a copy of which is filed as Exhibit
12(a)(5)(iv) to this Amendment No. 1 and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented by adding the
following to the Index of Exhibits, which is incorporated herein by reference:
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12(a)(5)(iv) Press Release, dated May 26, 2000.
12(d)(7) Agreement and Acknowledgment of Exchange of Shares and Plan
of Reorganization, dated May 26, 2000, between General Motors
Corporation and Fleet National Bank, acting in its capacity
as stock transfer agent and registrar for General Motors
Corporation and exchange agent in the Exchange Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
General Motors Corporation
/s/ Warren G. Andersen
By: _________________________________
Name: Warren G. Andersen
Title: Assistant Secretary
and Attorney In Fact
Dated: May 26, 2000
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INDEX TO EXHIBITS
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Exhibit No. Description
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12(a)(1)(i) Offering Circular-Prospectus dated April 24, 2000,
incorporated by reference to the Registration
Statement.*
12(a)(1)(ii) Letter of Transmittal and Instructions to the Letter of
Transmittal, incorporated by reference to Exhibit 99.1
to the Registration Statement.*
12(a)(1)(iii) Notice of Guaranteed Delivery, incorporated by reference
to Exhibit 99.2 to the Registration Statement.*
12(a)(1)(iv) Letter to Brokers, Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees, incorporated by
reference to Exhibit 99.3 to the Registration
Statement.*
12(a)(1)(v) Letter to Clients for use by Brokers, Securities
Dealers, Commercial Banks, Trust Companies and Other
Nominees, incorporated by reference to Exhibit 99.4 to
the Registration Statement.*
12(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9, incorporated by reference
to Exhibit 99.5 to the Registration Statement.*
12(a)(1)(vii) Letter from General Motors Corporation to holders of $1
2/3 par value common stock, incorporated by reference to
Exhibit 99.6 to the Registration Statement.*
12(a)(1)(viii) Checklist for Participation in the Exchange Offer,
incorporated by reference to Exhibit 99.7 to the
Registration Statement.*
12(a)(1)(ix) Letter from General Motors Corporation to Savings Plan
Participants.*
12(a)(1)(x) Correspondence to GM Savings Plan Participants.*
12(a)(1)(xi) Correspondence to GM of Canada Savings Plan
Participants.*
12(a)(1)(xii) Correspondence to GMAC Mortgage Group Savings Plan
Participants.*
12(a)(1)(xiii) Supplemental Disclosure for Belgium in French.*
12(a)(1)(xiv) Supplemental Disclosure for Belgium in Dutch.*
12(a)(1)(xv) Supplemental Disclosure for Germany, which together with
the U.K. Prospectus, as defined below, constitutes the
German prospectus.*
12(a)(1)(xvi) Supplemental Disclosure for the Canadian Province of
Quebec.*
12(a)(1)(xvii) Supplemental Disclosure for the United Kingdom, which
together with substantially all of the Registration
Statement, incorporated herein by reference, and the
Annual Report on Form 10-K of General Motors for the
fiscal year ended December 31, 1999, incorporated herein
by reference, constitutes the United Kingdom prospectus
(the "U.K. Prospectus").*
12(a)(1)(xviii) Letter to holders of $1 2/3 par value common stock in
Germany.*
12(a)(1)(xix) Notice to registered holders of $1 2/3 par value common
stock in the Netherlands.*
12(a)(1)(xx) Letter of Transmittal for holders of $1 2/3 par value
common stock in the Netherlands.*
12(a)(1)(xxi) Checklist for Participation in the Exchange Offer for
holders of $1 2/3 par value common stock in the
Netherlands.*
12(a)(2) Not applicable.
12(a)(3) Not applicable.
12(a)(4) Offering Circular-Prospectus dated April 24, 2000,
incorporated by reference to the Registration
Statement.*
12(a)(5)(i) Newspaper Advertisement of Exchange Offer for
publication in several U.S. newspapers.*
12(a)(5)(ii) Form of Information Regarding U.S. Federal Income Tax
Basis.*
12(a)(5)(iii) Form of Stockholder Attachment to 2000 Federal Income
Tax Return.*
12(a)(5)(iv) Press Release, dated May 26, 2000.**
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Exhibit No. Description
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12(b) Not applicable.
12(d)(1) Registration Rights Agreement, dated as of June 21, 1999,
between General Motors Corporation and America Online,
Inc., incorporated by reference to Exhibit 99.10 to the
Registration Statement.*
12(d)(2) Purchase Agreement, dated as of June 21, 1999, by and among
General Motors Corporation, Hughes Electronics Corporation
and America Online, Inc., incorporated by reference to
Exhibit 99.11 to the Registration Statement.*
12(d)(3) Registration Rights Agreement, dated as of April 28, 1999,
between General Motors Corporation and PRIMESTAR, Inc.,
incorporated by reference to Exhibit 99.12 to the
Registration Statement.*
12(d)(4) Stock Transfer Agreement, dated April 28, 1999, by and
among General Motors Corporation, PRIMESTAR, Inc., TCI
Satellite Entertainment, Inc. and Hughes Electronics
Corporation, incorporated by reference to Exhibit 99.13 to
the Registration Statement.*
12(d)(5) Form of Registration Rights Agreement, by and among General
Motors Corporation and United States Trust Company of New
York, as Trustee of the General Motors Hourly-Rate
Employees Pension Plan and as Trustee of a dedicated
account within the General Motors Welfare Benefit Trust,
incorporated by reference to Exhibit 99.14 to the
Registration Statement.*
12(d)(6) Master Agreement, dated as of March 13, 2000, between Fiat
S.p.A. and General Motors Corporation, incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K
of General Motors Corporation dated March 13, 2000.*
12(d)(7) Agreement and Acknowledgment of Exchange of Shares and Plan
of Reorganization, dated May 26, 2000, between General
Motors Corporation and Fleet National Bank, acting in its
capacity as stock transfer agent and registrar for General
Motors Corporation and exchange agent in the Exchange
Offer.**
12(g) Not applicable.
12(h) Opinion of Kirkland & Ellis, incorporated by reference to
Exhibit 8 to the Registration Statement.*
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*Filed previously.
**Filed herewith.
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Exhibit 12(a)(5)(iv)
GM ANNOUNCES FINAL RESULTS OF SUCCESSFUL EXCHANGE OFFER
DETROIT -- General Motors (NYSE: GM, GMH) today announced the final results
of its highly successful exchange offer of GM Class H common stock for
outstanding shares of GM $1-2/3 par value common stock, including the final
proration factor of 24.78958662 percent. The exchange offer period concluded at
midnight on May 19, 2000.
The exchange, which was substantially oversubscribed, effectively
accomplished the repurchase of about 14 percent of GM $1-2/3 stock and, as a
result, will have a significant favorable impact on GM $1-2/3 earnings per share
going forward. In addition, GM's plan to contribute up to $7 billion of Class H
stock to certain of its employee benefit plans would reduce GM's annual pension
expense and other post-retirement employee-benefit expense and would strengthen
GM's financial position.
Based on the final count by the exchange agent, 339,700,412 shares of GM
$1-2/3 stock were validly tendered, including 2,899,364 shares held by eligible
odd-lot stockholders. On the basis of 1.065 shares of Class H stock for each
share of GM $1-2/3 stock, in accordance with the exchange ratio, GM has accepted
86,396,977 shares of GM $1-2/3 stock in exchange for a total of 92,012,781
shares of Class H stock. All shares of GM $1-2/3 stock tendered by eligible
odd-lot stockholders have been accepted; all other shares have been accepted at
the proration factor stated above.
Morrow & Co., Inc. is GM's information agent for the share exchange.
Stockholders with questions about the share exchange may contact Morrow & Co.
toll-free within the United States at (877) 816-5329, or collect from outside
the U.S. at (212) 754-8000.
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Shares of GM Class H will be credited promptly to accounts of tendering
stockholders by the stock transfer agent, registrar and exchange agent, Fleet
National Bank.
Morgan Stanley Dean Witter acted as dealer manager for General Motors in
connection with the exchange offer. Hughes engaged Salomon Smith Barney, Inc.
as marketing manager in connection with the exchange offer.
# # #
GM has filed a final Registration Statement on Form S-4, including a final
prospectus, regarding the exchange offer referred to above and has filed other
documents with the SEC which contain related important information, all of which
investors are advised to read. Holders of GM $1-2/3 common stock may obtain a
free copy of the final prospectus and other documents filed by General Motors at
the SEC's website at www.sec.gov, at GM's website at www.gm.com, or from General
Motors by directing such request in writing or by telephone to: GM Fulfillment
Center, 30200 Stephenson Hwy. (MC 480-000-FC1), Madison Heights, Mich. 48071,
telephone: (313) 667-1500, menu option #2. Inquiries from the news media should
be directed to GM Communications at (212) 418-6380.
# # #
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Exhibit 12(d)(7)
AGREEMENT AND ACKNOWLEDGMENT
OF EXCHANGE OF SHARES AND
PLAN OF REORGANIZATION
AGREEMENT AND ACKNOWLEDGMENT OF EXCHANGE OF SHARES AND PLAN OF
REORGANIZATION, dated as of May 26, 2000 (this "Agreement"), between General
Motors Corporation, a Delaware corporation ("General Motors"), and Fleet
National Bank ("Fleet"), acting in its capacity as stock transfer agent and
registrar for General Motors and exchange agent in the Exchange Offer (as
defined below).
WHEREAS, General Motors on April 24, 2000 commenced an offer (the
"Exchange Offer") to holders of its Common Stock, $1 2/3 par value per share
("$1 2/3 Par Value Common Stock"), to exchange 1.065 shares of Class H Common
Stock, $0.10 par value per share ("Class H Common Stock"), of General Motors for
each share of $1 2/3 Par Value Common Stock (the "Exchange Ratio") validly
tendered in the Exchange Offer and accepted by GM, up to a maximum of 86,396,977
shares of $1 2/3 par value common stock to be accepted and 92,012,781 shares of
Class H common stock to be issued, upon the terms and subject to the conditions
set forth in the Offering Circular-Prospectus, dated April 24, 2000, relating to
the Exchange Offer, the related Letter of Transmittal and the instructions
thereto, and certain other relevant documents;
WHEREAS, the Exchange Offer is intended by General Motors to (i)
effect a readjustment of continuing interests in GM under a modified corporate
form and (ii) qualify as a reorganization under Section 368(a)(1)(E) of the
Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement is
intended to constitute a plan of reorganization for purposes of Chapter 1,
Subchapter C of the Code;
WHEREAS, Fleet is the stock transfer agent and registrar for General
Motors and is also serving as the exchange agent for the Exchange Offer;
WHEREAS, the Exchange Offer expired as of 12:00 Midnight, New York
City Time on Friday, May 19, 2000;
WHEREAS, all of the conditions to the consummation of the Exchange
Offer described in the Offering Circular-Prospectus, dated April 24, 2000, have
been satisfied or waived by General Motors;
WHEREAS, 339,700,412 shares of $1 2/3 Par Value Common Stock were
validly tendered in the Exchange Offer, including 2,899,364 shares held by
eligible odd-lot stockholders, resulting in a proration factor, as determined by
Fleet, acting in its capacity as exchange agent in the Exchange Offer, in
accordance with the terms and conditions of the Exchange Offer, of 24.78958662%;
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WHEREAS, General Motors intends to accept 86,396,977 shares of $1 2/3
Par Value Common Stock validly tendered in the Exchange Offer and, in accordance
with the terms of the Exchange Offer, General Motors intends to issue 92,012,781
shares of Class H Common Stock in exchange therefor; and
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as set forth below:
1. General Motors hereby notifies Fleet that it accepts the tenders of
86,396,977 shares of $1 2/3 Par Value Common Stock for exchange in the Exchange
Offer.
2. Fleet hereby agrees to deliver the 86,396,977 shares of $1 2/3 Par
Value Common Stock validly tendered in the Exchange Offer and accepted by
General Motors.
3. General Motors hereby issues to Fleet, as agent for the tendering
stockholders, and Fleet hereby acknowledges receipt from General Motors of the
92,012,781 shares of Class H Common Stock that corresponds, based on the
Exchange Ratio and taking into account proration, if any, to the number of
shares of $1 2/3 Par Value Common Stock accepted by General Motors in the
Exchange Offer.
4. In recognition of the foregoing, Fleet, acting in its capacity as
transfer agent and registrar for the Class H Common Stock, hereby agrees
promptly to credit such shares of Class H Common Stock to book-entry accounts
maintained by Fleet for the benefit of the tendering stockholders, subject to
the terms of the Exchange Offer relating to fractional shares, and, as soon as
reasonably practicable, to send such tendering stockholders an account statement
evidencing their holdings.
5. Fleet, acting as agent for holders of $1 2/3 Par Value Common Stock
otherwise entitled to receive fractional shares of Class H Common Stock as a
result of the Exchange Offer, hereby agrees to aggregate all fractional shares
and sell them for the accounts of those holders of $1 2/3 Par Value Common Stock
after the Exchange Offer. Fleet hereby agrees to distribute the proceeds from
such sales, net of commissions, to those holders of $1 2/3 Par Value Common
Stock on a pro rata basis.
6. The parties hereby agree to execute such other documents as may be
necessary or desirable to document and/or confirm the completion of the Exchange
Offer.
7. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE.
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8. This Agreement may be executed in any number of counterparts, and by
each of the parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed an original, but all such
counterparts taken together, shall constitute one and the same instrument.
* * * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
GENERAL MOTORS CORPORATION
/s/ Warren G. Andersen
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By: Warren G. Andersen
Its: Assistant Secretary
FLEET NATIONAL BANK, as Transfer Agent and
Registrar for General Motors, including for
the $1 2/3 Par Value Common Stock and the
Class H Common Stock, and as Exchange Agent
for the Exchange Offer
/s/ Daniel J. McGrory
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By: Daniel J. McGrory
Its: Managing Director
