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TYPE: 425
SEQUENCE: 1
DESCRIPTION: FILING OF COMMUNICATION
Filed by General Motors Corporation (GM)
Subject Company - General Motors Corporation
Pursuant to Rule 425 under the Securities Act of 1933
File No. 333-30826
The following communication contains forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. Reference made in the following is based on management's
current expectations or beliefs and is subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements.
The principal risk factors that may cause actual results to differ materially
from those expressed in forward-looking statements contained in this
communication are described in various documents filed by GM with the U.S.
Securities and Exchange Commission (SEC), including GM's Annual Report on Form
10-K for the year ended December 31, 1999.
* * * * * * * * *
The following is an addition, first used on May 16, 2000, to a script to answer
questions from stockholders by Fleet National Bank and Morrow & Co., Inc.:
General Motors $1 2/3 Par Value Common Stock
Exchange for Class H Common Stock
Supplemental Script for Questions & Answers
Q1. What is the date for determining whether I hold fewer than 100 shares of
$1-2/3 par value common stock (i.e., an "odd-lot") to qualify for
preferential treatment if the exchange offer is oversubscribed?
A1. The date for determining whether you hold fewer than 100 shares of $1-2/3
par value common stock is the expiration date of the exchange offer, which
is Friday, May 19, 2000, or any later date to which the exchange offer may
be extended by General Motors. To qualify for preferential treatment in the
event that the exchange offer is oversubscribed, you must own fewer than
100 shares of $1-2/3 par value common stock on the expiration date and have
validly tendered all of your shares of $1-2/3 par value common stock.
Shares of $1-2/3 par value common stock held in a GM or GM affiliated
company savings plan are not eligible for this
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preferential treatment. Beneficial holders of 100 or more shares of $1-2/3
par value common stock are not eligible for preferential treatment, even if
such holders have separate stock certificates or multiple accounts
representing fewer than 100 shares of $1-2/3 par value common stock.
Q2. May I participate in the exchange offer if I reside in France or Japan?
A2. No. As described in the Offering Circular-Prospectus, the exchange offer
is not being conducted, directly or indirectly, in France or Japan. In
other words, the exchange offer may not be extended to, or accepted by, any
stockholder located in those countries. Therefore, exchange offer
documents, such as the Offering-Circular Prospectus, may not be distributed
in or forwarded to stockholders located in France or Japan. Any purported
acceptance of or tender in this exchange offer that may be construed as
violating these restrictions shall be null and void for all purposes.
Q3. May I forward the exchange offer documents to a person residing in France
or Japan?
A3. No. As described in the Offering Circular-Prospectus, the exchange offer
is not being conducted, directly or indirectly, in France or Japan.
Therefore, exchange offer documents, such as the Offering-Circular
Prospectus, may not be forwarded to any stockholder located in France or
Japan. Any purported acceptance of or tender in this exchange offer that
may be construed as violating these restrictions shall be null and void for
all purposes.
Q4. In my capacity as a broker, may I forward the exchange offer documents to a
beneficial holder residing in Austria, Brazil, China, Ireland, Israel,
Italy, Mexico, Norway or Sweden?
A4. No. Exchange offer documents may not be forwarded by brokers or securities
dealers to any beneficial holder located in Austria, Brazil, China,
Ireland, Israel, Italy, Mexico, Norway or Sweden.
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GM urges holders of the GM $1-2/3 par value common stock to read the final
registration statement on Form S-4, including the final prospectus, regarding
the exchange offer referred to above, as well as the other documents which
General Motors has filed or will file with the SEC, because they contain or will
contain important information for making an informed investment decision.
Holders of GM $1-2/3 par value 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 General Motors' website 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, Michigan 48071,
telephone: (313) 667-1500, menu option #2. This communication shall not
constitute an offer to sell, or a solicitation of any offer to buy, nor shall
there be any sale of securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful
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prior to registration or qualification under the securities laws of any such
jurisdiction. 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.
