Form S-4 Registration Stmt
General Motors Corp
22 February 2000
GM FILES PRELIMINARY REGISTRATION STATEMENT
COVERING PLANNED EXCHANGE OFFER
DETROIT -- General Motors Corp. (NYSE: GM) today filed a preliminary Form S-4
registration statement with the Securities and Exchange Commission (SEC)
covering GM's plan to offer to repurchase GM $1-2/3 par value common stock from
holders of that stock through an exchange of approximately $8 billion of GM
Class H common stock for outstanding shares of GM$1-2/3 stock. General Motors
originally announced the transaction as part of a broad restructuring of GM's
economic interest in its wholly-owned Hughes Electronics subsidiary on Feb 1,
2000.
Today's filing does not signify the commencement of the exchange offer. GM
currently expects the 20-business day offering period to occur in the second
quarter of 2000, following the SEC's review of the Form S-4 registration
statement filed today.
GM's proposed exchange offer would significantly reduce the number of shares of
GM $1-2/3 stock outstanding and increase the number of shares of Class H stock
outstanding, while not being dilutive to the Class H stock. The per-share
exchange ratio for the offering will be determined by GM immediately prior to
the commencement of the offer.
Holders of GM's $1-2/3 stock will receive the definitive offering circular and
prospectus when the exchange offer commences. If stockholders still have
questions after reading that document, GM's information agent will be available
to answer questions and provide assistance in responding to the exchange offer.
While General Motors has filed a Registration Statement on Form S-4, including a
preliminary prospectus, regarding the exchange offer with the SEC, it has not
yet become effective, which means it is not yet final. 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,
when it is finalized and distributed to GM$1-2/3 common stockholders, 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, when it becomes available, and other
documents filed by General Motors at the SEC's web site at www.sec.gov, at
General Motors' web site 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 No.2. 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 Corporate Communications at 212 418
6380.
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