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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. References made in the following are based on management's
current expectations or beliefs and are 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.
* * * * * * * * *
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The following is a script first used on April 24, 2000 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
Shareholder Services Script for Questions and Answers
Q1. What did I just receive from GM?
A1. (Shareholder Service Reps will assist stockholders in identifying their
exchange materials)
White scannable card = Letter of Transmittal
First white page = Chairman's letter
Orange-Yellow document = Checklist for Participation in the Exchange Offer
Blue document = Instructions to Letter of Transmittal
Return Envelope = Envelope addressed to Fleet National Bank
Yellow document = Notice of Guaranteed Delivery
White double-sided page = Guidelines for Taxpayer Identification on
Substitute Form W-9
Glossy-covered document = Offering Circular-Prospectus relating to
the Exchange Offer
You should read these materials, including the Offering Circular-Prospectus,
very carefully before making a decision about whether to participate in the
exchange offer.
Q2. What is this exchange offer all about?
A2.
. This is a voluntary exchange offer which means you can tender all, some
or none of your shares of $1-2/3 par value common stock. The choice to
participate is yours.
. For each share of $1-2/3 par value common stock properly tendered,
General Motors is offering to exchange 1.065 shares of Class H
common stock, up to a maximum of 86,396,977 shares of $1-2/3 par
value common stock to be accepted in the exchange offer.
. The exchange ratio is: 1.065 shares of Class H common stock per share of
$1-2/3 par value common stock. This means that for each share of $1-2/3
par value common stock tendered and accepted by GM you'll receive 1.065
shares of Class H common stock.
. The exchange offer is only for a limited time and will expire at 12:00
midnight, EDT, New York City time, on May 19, 2000 unless GM extends
this date.
(page 12 of the S-4)
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
Q3. Why is General Motors offering this exchange?
A3. This exchange offer is part of GM's overall plan to restructure its
economic interest in Hughes Electronics (Hughes), its wholly-owned
subsidiary in order to realize some of the economic value arising from GM's
ownership of Hughes. The overall plan includes this exchange offer to
current stockholders which is being used to repurchase GM $1-2/3 par value
common stock in exchange for about $9 billion of GM Class H common stock,
and anticipated contributions of about $7 billion of Class H common stock
to certain of GM's employee benefit plans.
Class H common stock currently trades on the NYSE and its ticker symbol is
"GMH."
(page 1 GM 2/1/00 Press Release)
Q4. Is it worthwhile for me to participate in the exchange?
A4. We cannot make a recommendation and you must make your own decision
regarding whether to tender and, if so, how many shares to tender in the
exchange offer. We encourage you to review all of the exchange offer
materials, including the Offering Circular-Prospectus, the Letter of
Transmittal and the Instructions to the Letter of Transmittal, which
describe the terms and conditions of the exchange offer. You should also
read and consider carefully the risk factors (pages 22 to 31 of the S-4)
and consult with your financial advisor before deciding whether to
participate in the exchange offer. GM expects that its overall plan to
restructure its economic interest in Hughes will have benefits to GM and
its stockholders. These benefits are described on page 4, A1 of the
Offering Circular-Prospectus.
Q5. Is General Motors spinning-off or splitting off Hughes?
A5. No. The exchange offer is not a spin-off or split-off of Hughes. 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's stockholders. As a result, GM may
determine to pursue any number of future transactions involving Hughes, or
no transaction at all.
(page 4, A2 of the S-4)
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
Q6. How will the pending Boeing transaction impact the Class H common stock?
A6. The proposed Boeing transaction will have no direct impact on the Class H
common stock. Pursuant to the Boeing transaction, Hughes is selling a
portion of their assets (the satellite systems manufacturing businesses) to
Boeing for approximately 3.75 billion dollars in cash. There will not be an
exchange of stock.
Q7. Will my Class H earnings per share be diluted with the issuance of $9
billion worth of Class H common stock in the exchange offer?
A7. No. GM's Class H common stock is a "tracking stock" to which GM allocates
a portion of the earnings of its Hughes subsidiary in order to determine
earnings per share. Because the number of shares of Class H common stock
and the earnings allocated to such stock will increase proportionately as a
result of the exchange offer, there will be no dilution or other effect to
the earnings per share of Class H common stock.
(page 5, A4 of the S-4)
Q8. What is a "tracking stock"?
A8. A "tracking stock" is a separate class of a company's common stock that is
designed to provide holders with financial returns based on the financial
performance of a group of assets or a specific business unit, division or
subsidiary. Holders of a tracking stock are stockholders of the parent
company and not of the underlying tracked business or subsidiary. In the
case of Class H common stock, the security tracks the financial performance
of Hughes, which is a wholly-owned subsidiary of GM.
Q9. Does Class H common stock pay a dividend?
A9. No. The payment of dividends on Class H common stock is determined by GM's
board of directors. GM does not currently expect to pay dividends on the
Class H common stock in the foreseeable future.
(last paragraph on page 11 of the S-4)
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
Q10. Who is eligible to participate in the exchange offer?
A10. You may elect to participate in the exchange offer if you hold shares of
GM $1-2/3 par value common stock and you validly tender your shares during
the exchange offer period in a jurisdiction where this exchange offer is
permitted under the laws of that jurisdiction. For more information about
certain legal restrictions governing the exchange offer in certain foreign
jurisdictions, you should refer to the section of the Offering Circular-
Prospectus entitled "Certain Matters Relating to Foreign Jurisdictions -
Legal Restrictions Governing the Exchange Offer" on page 50.
(page 5, A7 of the S-4)
Q11. Do I have to participate in the exchange offer?
A11. No. This is a voluntary exchange offer, which means that you may tender
all, some or none of your shares of GM $1-2/3 par value common stock in
the exchange offer.
(first paragraph on page 12 of the S-4)
Q12. How do I tender my shares?
A12. (representative inquires whether stockholder is registered, beneficial or
an employee plan participant).
Before tendering your shares, you should read carefully the Offering
Circular-Prospectus, the Letter if Transmittal and the Instructions to the
Letter of Transmittal. These documents contain important information
regarding the terms and conditions of the exchange offer.
If registered: (representative walks through the Letter of Transmittal with
stockholder)
. determine how your stock is being held (physical certificates, DRP or
book-entry). If the shares you wish to tender are represented by
physical certificates, you must send the certificates in with your
Letter of Transmittal (photo copies of certificates will be rejected).
. determine the number of shares you wish to tender
. if you want to tender all your shares, place an "X" in box #6 on the
Letter of Transmittal
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
. if you want to tender some, but not all, of your shares, place an "X"
in box #7 AND indicate exactly the number of shares you wish to tender
in the space provided.
. all registered owners must sign the Letter of Transmittal.*
* Trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity who sign the Letter of Transmittal, notice of
guaranteed delivery or any certificates or stock powers must indicate
the capacity in which they are signing, and must submit evidence of
their power to act in that capacity certified within the last 180 days.
If beneficial: (representative informs stockholder that they should contact
their broker for information on the exchange)
If plan participant: (representative provides appropriate telephone number of
plan's record keeper)
Q13. Where do I send my Letter of Transmittal and certificate(s) and what is
the best way to send them?
A13. It's critical that you send your Letter of Transmittal and stock
certificates to one of the following addresses so that it is received by
the exchange agent prior to the expiration date of the exchange offer. Do
not use any other address.
Delivery of the election form to an address other than as set forth below will
not constitute a valid delivery to the exchange agent.
By Overnight Courier:
Fleet National Bank
Attn: Corporate Actions
40 Campanelli Drive
Braintree, MA 02184
By Mail (registered & insured):
Fleet National Bank
Attn: Corporate Actions
P.O. Box 9573
Boston, MA 02205-9573
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
By Hand:
--------
Securities Transfer & Reporting Services, Inc.
c/o Fleet National Bank/EquiServe
100 Williams Street, Galleria
New York, NY 10038
Attn: Delivery Window
Please note: If you choose to send your Letter of Transmittal and stock
certificates by mail, it is recommended that they be sent by registered
mail, insured for at least 2% of the current market value ($20.00
minimum), with return receipt requested.
Q14. My stock certificates are lost, what should I do?
A14.
. indicate on the front of the Letter of Transmittal that your shares
have been lost, destroyed, mutilated or stolen by placing an "X" in box
#8.
. complete Box A on the reverse side of the Letter of Transmittal to
determine your surety bond amount.
. make out a check payable to SAFECO Surety Company for the calculated
amount (note that the minimum amount is $20.00).
. enclose the check with your Letter of Transmittal.
Q15. What if I want to have my Class H common stock or any $1-2/3 par value
common stock not accepted in the exchange offer or cash instead of
fractional shares issued in a different name or sent to a different
address?
A15.
. complete the Special Issuance Instructions on pages 12-13 of the Instructions
to the Letter of Transmittal if you wish to have shares of Class H common
stock and/or shares of $1-2/3 par value common stock tendered but not
accepted by GM for exchange credited in the name of and/or cash received
instead of fractional shares of Class H common stock payable to someone other
than the person signing the Letter of Transmittal.
If you complete the Special Issuance Instructions box, you must obtain a
"medallion" signature guarantee on the Letter of Transmittal by a
financial institution such as a commercial bank, a trust company, a
national bank, a credit union or a brokerage firm that is participating in
the "medallion" program. Please
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
note that a medallion signature guarantee is required for this request; a
notary public seal is not sufficient.
Trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity who sign the Letter of Transmittal, notice of guaranteed delivery
or any certificates or stock powers must indicate the capacity in which
they are signing, and must submit evidence of their power to act in that
capacity certified within the last 180 days.
If your request is not received with the proper documentation or medallion
signature guarantee, the exchange agent will issue the Class H common
stock, $1-2/3 par value common stock and/or cash in the same name as your
shares of GM $1-2/3 par value common stock being tendered in the exchange
offer. In such case, the exchange agent will send you transfer
instructions and return any additional documents that you have provided to
them.
. complete the Special Delivery Instructions on page 14 of the Instructions to
the Letter of Transmittal if you wish to have payment of cash instead of
fractional shares of Class H common stock to be mailed to an address other
than the one printed on the front of the Letter of Transmittal or in the box
entitled "Special Issuance Instructions".
Q16. What if I change my mind after I have tendered my shares?
A16. You may withdraw tenders of shares of GM $1-2/3 common stock at any time
prior to the expiration date. As provided under federal securities laws,
you may also withdraw your tenders after 40 business days following the
commencement date if GM has not by such time accepted your shares.
The withdrawal must:
-----
. be a written notice received by the exchange agent at one of the valid
addresses (see answer 13).
. specify the name of the person who tendered the shares,
. identify the number of shares to be withdrawn,
. specify the name in which any physical stock certificates are
registered, if different from that of the withdrawing holder.
You should follow the withdrawal procedures described in the section of the
Offering Circular-Prospectus entitled "The Exchange Offer - Withdrawal Rights."
(page 43 of the S-4)
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
Q17. Question 14 of the S-4 mentions a "premium". What is meant by a premium
and does this exchange involve a premium?
A17. A premium in an exchange offer refers to the higher market value of the
shares received as a result of the exchange than of the shares originally
tendered. Based on the closing trading prices of $1-2/3 par value common
stock and Class H common stock on April 19, 2000, the exchange ratio would
result in a tendering $1-2/3 par value stockholder receiving shares of
Class H common stock with a market value higher than the market value of
the shares of $1-2/3 par value common stock tendered. For more information
about how you can calculate an indicated premium based on the relative
trading prices of $1-2/3 par value common stock and Class H common stock,
see the formula found on page 7, A14 of the Offering Circular-Prospectus.
It is impossible to predict what the amount of the premium, if any, will
be at the closing of the exchange offer or the prices at which shares of
Class H common stock or $1-2/3 par value common stock will trade over
time.
Q18. What happens if too many shares of $1-2/3 common stock are tendered?
A18. If more than 86,396,977 shares of $1-2/3 common stock are tendered, all
shares of $1-2/3 common stock that are validly tendered will be accepted
for exchange on a pro-rata basis. However, tenders from persons who own
fewer than 100 shares of $1-2/3 par value common stock and who tender all
of their shares, will be accepted in full, except for tenders from
employee benefit plans.
(page 8, A18 of the S-4)
Note: if you have tendered all of your Dividend and Cash Investment Plan
shares and all of your shares are not accepted due to proration, you will
need to re-enroll in the Dividend and Cash Investment Plan after the close
of the exchange offer.
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
Q19. Is the exchange offer tax-free?
A19. For U.S. federal income tax purposes, the exchange offer will generally be
tax-free to GM and, except in connection with cash received instead of
fractional shares, its stockholders. As always, it is advisable to consult
your tax advisor regarding the tax consequences to you of the exchange
offer. Stockholders in certain foreign jurisdictions should refer to "The
Exchange Offer--Certain Matters Relating to Foreign Jurisdictions--Income
Tax Consequences in Certain Jurisdictions on p. 52 of the Offering
Circular-Prospectus.
(page 8, A20 of the S-4)
Q20. When will I receive my new stock certificate for my shares of Class H
common stock**?
A20. As soon as reasonably practicable following the close of the exchange
offer you will receive an account statement reflecting your ownership of
Class H common stock. Your shares will be held with GM's transfer agent in
book-entry form under the Direct Registration System (DRS). You will
receive a brochure with your statement explaining DRS and the benefits of
keeping your shares in book-entry form.
Some of the benefits of book-entry are:
. eliminates problems associated with paper documents, such as the need
for safe storage;
. eliminates the requirement for physical movement of certificates at
time of sale, and the accompanying potential for loss;
. transactions such as share transfers and sales will be processed
electronically and therefore, more efficiently; and
. eliminates the cost of the surety bond for replacement of lost
certificates.
You are not required to maintain a book-entry account and you may at any time
obtain a physical stock certificate for all or portion of your shares.
Instructions describing how you can obtain stock certificates will be included
with the account statement mailed to you and also can be obtained upon request
from GM's transfer agent.
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General Motors $1-2/3 Par Value Common Stock Exchange for Class H
Common Stock
Shareholder Services Script for Questions and Answers
Q21. When will I receive my check for my fractional share**?
A21. Your check for the proceeds of the sale of your fractional share will be
sent to you under separate cover from your account statement of holdings.
Enclosed with your cash-in-lieu check will be: a 1099-B tax form, an
attachment to your U.S. federal tax return, a cost basis worksheet and
examples to assist with the computation of your per share cost basis.
Q22. If shares of GM $1-2/3 par value common stock will be returned to me due
to either proration or a partial tender, when and how will I receive my
shares**?
A22. All shares of GM $1-2/3 par value common stock being returned to you due
to proration or partial tenders will be returned to your account in book-
entry form. You will receive an account statement of your holdings of GM
$1-2/3 par value common stock by book-entry as soon as practicable after
the close of the exchange.
** We anticipate that all of your documents from the exchange will be
received by you within about three (3) weeks after the close of the
exchange offer.
* * * * *
GM urges holders of GM $1-2/3 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 common stock may obtain a free copy of the
final prospectus and other documents filed by General Motors at the SEC's
web site at www.sec.gov, at General Motors' 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, Michigan 48071, telephone: (313)667-1500, menu option #2. This
communication shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which an offer, solicitation or sale would be unlawful
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. Inquiries from the news media should be directed
to GM Corporate Communications at 212-418-6380.
* * * * *
10
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The following is a press release issued by
General Motors Corporation on April 24, 2000:
- - --------------------------------------------------------------------------------
GENERAL MOTORS CORPORATION
[GM LOGO] NEWS
300 Renaissance Center, Detroit Michigan, 48265-3000
- - --------------------------------------------------------------------------------
================================================================================
For Release Monday, April 24, 2000 Contact: Catherine Dunsby
-------- (212) 418-6385
GM LAUNCHES EXCHANGE OFFER FOR REPURCHASE OF GM $1-2/3 COMMON STOCK
DETROIT -- General Motors Corp. (NYSE: GM, GMH) today commenced its
previously announced exchange offer. GM is repurchasing up to about 14 percent
of its GM $1-2/3 par value common stock through an exchange of approximately $9
billion of GM Class H common stock for outstanding shares of GM $1-2/3 stock.
Today, GM will complete the mailing to its GM $1-2/3 stockholders of an
offering circular-prospectus and other materials relating to the exchange offer.
The exchange offer will expire at midnight, EDT, on May 19, 2000, unless it is
extended by GM.
If stockholders have questions about the transaction after reading the
prospectus they may call GM's information agent, Morrow & Co., Inc., toll-free
within the United States at (877) 816-5329, or collect from outside the U.S. at
(212) 754-8000. An investor presentation on the exchange offer, using
information from the prospectus, will be available to GM $1-2/3 stockholders in
the U.S. on the internet at www.msdw.com/gm-gmh-exchange on May 1, 2000.
GM urges holders of GM $1-2/3 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
common stock may obtain a free copy of the final prospectus and other documents
filed by General Motors at the SEC web site at www.sec.gov, at General Motors
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, Michigan 48071, telephone: (313) 667-1500,
menu option #2. This communication shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of securities in
any jurisdiction in which an offer, solicitation or sale would be unlawful 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. Inquiries from the news media should be directed to GM Corporate
Communications at 212-418-6380.
* * * * *
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The following is a newspaper advertisement of the exchange offer for
publication in several U.S. newspapers:
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================================================================================
This announcement is not an offer to sell, and is not soliciting any offer to
buy, any securities. The Exchange Offer is made only by means of the Offering
Circular-Prospectus dated April 24, 2000 and the related Letter of
Transmittal (and the instructions thereto) and is not being made to any
General Motors Corporation stockholders in any jurisdiction where the
making of the Exchange Offer or its acceptance would not be legal.
In those jurisdictions in the United States where the securities or
blue sky laws require the Exchange Offer to be made by a licensed
broker or dealer, the Exchange Offer shall be deemed to be
made an behalf of General Motors Corporation by Morgan
Stanley & Co. Incorporated and in other jurisdictions by
one or more registered brokers or dealers under
the laws of such jurisdictions.
General Motors Corporation
Notice of Offer to Exchange
1.065 Shares of Class H Common Stock
for each share of
$1 2/3 Par Value Common Stock,
up to 92,012,781 shares of Class H Common Stock
--------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY 19,
2000 UNLESS THE EXCHANGE OFFER IS EXTENDED.
--------------------------------------------------------
General Motors Corporation, a Delaware corporation ("GM"), is offering to
exchange 1.065 shares of Class H Common Stock, par value $0.10 per share, of GM
("Class H Common Stock") for each share of Common Stock, par value $1 2/3 per
share, of GM ("$1 2/3 Par Value Common Stock") (the "Exchange Offer") validly
tendered and not withdrawn by 12:00 midnight, New York City time, on May 19,
2000, or any later date to which the Exchange Offer may be extended by GM for
any reason (such date and time, as it may be so extended, the "Expiration Date")
and accepted by GM upon the terms and subject to the conditions set forth in the
Offering Circular-Prospectus, dated April 24, 2000 (the "Offering Circular-
Prospectus"), and the related Letter of Transmittal (and the instructions
thereto). GM will accept up to a maximum of 86,396,977 shares of $1 2/3 Par
Value Common Stock and will issue up to a maximum of 92,012,781 shares of Class
H Common Stock in the Exchange Offer. GM's Class H Common Stock is a "tracking
stock" of GM designed to provide holders with financial returns based on the
financial performance of Hughes Electronics Corporation ("Hughes"), which is a
wholly-owned subsidiary of GM. All persons holding $1 2/3 Par Value Common Stock
are eligible to participate in the Exchange Offer if they tender their shares in
a jurisdiction where the Exchange Offer is permitted under local law.
The Exchange Offer is an important element of GM's overall plan to
restructure its economic interest in Hughes in order to realize some of the
economic value arising from GM's ownership of Hughes, as described in the
Offering Circular-Prospectus. The Exchange Offer provides holders of $1 2/3 Par
Value Common Stock with an opportunity to increase, in a manner generally free
of U.S. federal income tax, their interest in the financial performance of
Hughes.
The Exchange Offer is subject to various conditions, including the
condition that at least 28,798,992 shares of $1 2/3 Par Value Common Stock
(approximately 4.6% of the outstanding $1 2/3 Par Value Common Stock as of March
31, 2000) are validly tendered and not withdrawn on or prior to the Expiration
Date.
If more than 86,396,977 shares of $1 2/3 Par Value Common Stock are validly
tendered and not withdrawn on or prior to the Expiration Date, GM will accept
such shares on a pro rata basis when the Exchange Offer expires. A holder of
$1 2/3 Par Value Common Stock who beneficially owns an aggregate of fewer than
100 shares of $1 2/3 Par Value Common Stock and who validly tenders all such
shares will generally not be subject to proration, as described in the Offering
Circular-Prospectus. In addition, no fractional shares of Class H Common Stock
will be issued in the Exchange Offer. Instead, cash will be paid to 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.
NONE OF GM, HUGHES, THE EXCHANGE AGENT, THE INFORMATION AGENT, THE DEALER
MANAGER, THE MARKETING MANAGER OR ANY OF THEIR RESPECTIVE OFFICERS OR DIRECTORS
MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ANY SHARES
OF $1 2/3 PAR VALUE COMMON STOCK PURSUANT TO THE EXCHANGE OFFER. EACH
STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION REGARDING WHETHER TO TENDER SHARES
OF $1 2/3 PAR VALUE COMMON STOCK AND, IF SO, HOW MANY SHARES TO TENDER PURSUANT
TO THE EXCHANGE OFFER.
For purposes of the Exchange Offer, the exchange of shares will be complete
if GM gives oral or written notice to Fleet National Bank (the "Exchange Agent")
that it has accepted the tenders of such shares for exchange. Promptly following
the announcement by GM of the final results of the Exchange Offer, including
proration, if any, the Exchange Agent will deliver the tendered shares of $1 2/3
Par Value Common Stock to GM and, as agent for the tendering stockholders, will
receive from GM the shares of Class H Common Stock that correspond to the number
of shares of $1 2/3 Par Value Common Stock accepted and credit such shares to
book-entry accounts maintained for the tendering stockholders.
In all cases, exchange of shares of $1 2/3 Par Value Common Stock will be
made only upon receipt by the Exchange Agent prior to 12:00 midnight, New York
City time, on the Expiration Date of the Exchange Offer of (1) if applicable,
certificates representing such shares of $1 2/3 Par Value Common Stock (or
timely confirmation of a book-entry transfer of such $1 2/3 Par Value Common
Stock into the Exchange Agent's account at The Depository Trust Company) and
(2) a properly completed and duly executed Letter of Transmittal or an agent's
message (as described in the Offering Circular-Prospectus) in connection with a
book-entry transfer of shares, together with any other documents required by the
instructions to the Letter of Transmittal. Under no circumstances will interest
be paid by GM pursuant to the Exchange Offer, regardless of any delay in making
such exchange or crediting or delivering shares.
GM expressly reserves the right, at any time or from time to time, in its
sole and absolute discretion for any reason and regardless of whether any of the
conditions specified in the Offering Circular-Prospectus under the caption "The
Exchange Offer--Conditions for Completion of the Exchange Offer" have been
satisfied, (1) to extend the period of time during which the Exchange Offer is
open or (2) to amend the Exchange Offer in any respect (including termination of
the Exchange Offer if the conditions described in the Offering Circular-
Prospectus are not met or changing the exchange ratio), in each case by issuing
a press release or by making another public announcement of such extension or
amendment.
Tenders of shares of $1 2/3 Par Value Common Stock made pursuant to the
Exchange Offer may be withdrawn as set forth in the Offering Circular-Prospectus
under the caption "The Exchange Offer--Withdrawal Rights" and in the
instructions to the Letter of Transmittal. Tendered shares may be withdrawn at
any time prior to the Expiration Date and may also be withdrawn after the
expiration of 40 business days from the commencement of the Exchange Offer if GM
has not previously accepted such shares. To be effective, a written notice of
withdrawal must be received by the Exchange Agent by the Expiration Date at one
of its addresses set forth on the back cover of the Offering Circular-Prospectus
and must specify the name of the person who tendered the shares of $1 2/3 Par
Value Common Stock to be withdrawn, the number of shares of $1 2/3 Par Value
Common Stock to be withdrawn and the name in which the $1 2/3 Par Value Common
Stock certificates are registered, if different from that of the withdrawing
holder, as described in the Offering Circular-Prospectus. All questions as to
the form of documents (including notices of withdrawal) and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
tender of shares of $1 2/3 Par Value Common Stock will be determined by GM in
its sole and absolute discretion, which determination will be final and binding
on all tendering stockholders. None of GM, Hughes, the Exchange Agent, the
Information Agent, the Dealer Manager, the Marketing Manager, the soliciting
dealers or any other person will be under any duty to give notification of any
defect or irregularity in tenders or notices of withdrawal or incur any
liability for failure to give any such notification.
The Offering Circular-Prospectus, the Letter of Transmittal (and the
instructions thereto) and other relevant materials are being mailed to record
holders of $1 2/3 Par Value Common Stock and furnished to brokers, securities
dealers, banks, trust companies and similar persons whose names, or the name of
whose nominees, appear on the most recent stockholder list of GM or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of $1 2/3 Par
Value Common Stock. The Offering Circular-Prospectus, the Letter of Transmittal
(and the instructions thereto) and the related materials contain important
information which should be read carefully before any decision is made with
respect to the Exchange Offer.
Salomon Smith Barney Inc. is acting as the Marketing Manager for Hughes in
connection with the Exchange Offer.
Questions and requests for assistance or additional copies of the Offering
Circular-Prospectus, the Letter of Transmittal (and the instructions thereto)
and other materials relating to the Exchange Offer may be directed to the
Information Agent or the Dealer Manager, as set forth below.
The Information Agent for the Exchange Offer is:
Morrow & Co., Inc.
445 Park Avenue, 5th Floor
New York, New York 10022
(877) 816-5329 (toll free)
for calls in the United States
(212) 754-8000 (collect)
for calls outside the United States
The Dealer Manager for the Exchange Offer is:
MORGAN STANLEY DEAN WITTER
Call (212) 761-0039
April 24, 2000
GM urges holders of $1 2/3 Par Value Common Stock to read the final
Registration Statement, including the final Offering Circular-Prospectus,
regarding the Exchange Offer, as well as the other documents that GM has filed
or will file with the Securities and Exchange Commission (the "SEC"), because
they contain or will contain important information for making an informed
investment decision. Holders of $1 2/3 Par Value Common Stock may obtain a free
copy of the final Offering Circular-Prospectus and other documents filed by GM
at the SEC's website at www.sec.gov or at GM's website at www.gm.com, or from GM
by directing such request in writing to: GM Fulfillment Center, 30200
Stephenson Hwy, (MC 480-000-FC1), Madison Heights, Michigan 48071.
================================================================================
<PAGE>
The following is a statement posted to the website www.msdw.com/gm-gmh-exchange
on April 24, 2000:
Morgan Stanley Dean Witter For Individual Investors
Success. One investor at a time.
[GENERAL MOTORS CORPORATION LOGO]
[HUGHES ELECTRONICS CORPORATION LOGO]
GM-GMH Exchange Offer
A presentation by Hughes Electronics' Management on the GM-GMH Exchange Offer
will be available to GM $1 2/3 shareholders in the U.S. on this site as of
May 1, 2000.
GM urges holders of GM $1-2/3 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
common stock may obtain a free copy of the final prospectus and other documents
filed by General Motors at the SEC's web site at www.sec.gov, at General Motors'
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, Michigan 48071, telephone: 313-667-1500, menu
option #2. This communication shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of securities in
any jurisdiction in which an offer, solicitation or sale would be unlawful 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. Inquiries from the news media should be directed to GM Corporate
Communications at 212-418-6380.
* * * * *
