GM » Topics » GENERAL MOTORS CORPORATION

These excerpts taken from the GM 8-K filed Jul 14, 2009.

GENERAL MOTORS CORPORATION

General Motors Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (theCorporation),

GENERAL MOTORS CORPORATION

For the purposes of section 6.1 (formerly section 6.12) of the bylaws of General Motors Corporation, the board of directors adopted the following definitions effective March 5, 1990:

 

  (i) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on January 1, 1990.

 

  (ii) “Beneficial Owner” and “Beneficial Ownership” shall have the meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 of the General Rules and Regulations under the Exchange Act, as in effect on January 1, 1990.

 

24


  (iii) “GM Equity Security” shall mean any security described in Section 3(a) (11) of the Exchange Act, as in effect on January 1, 1990, which is issued by GM and traded on a national securities exchange or the NASDAQ National Market System.

 

  (iv) “Interested Person” shall mean any person (other than the Corporation or any Subsidiary) that is the direct or indirect Beneficial Owner of more than three percent (3%) of the aggregate voting power of the Voting Shares, and any affiliate or associate of any such person. For the purpose of determining whether a Person is an Interested Person, the outstanding Voting Shares shall include unissued shares of voting stock of the Corporation of which the Interested Person is the Beneficial Owner, but shall not include any other shares of voting stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise, to any Person who is not the Interested Person.

 

  (v) “Market Price” of shares of a class of GM Equity Security on any day shall mean the highest sale price (regular way) of shares of such class of GM Equity Security on such day, or, if that day is not a trading day, on the trading day immediately preceding such day, on the largest principal national securities exchange on which such class of stock is then listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, then the highest reported sale price for such shares in the over-the-counter market as reported on the NASDAQ National Market System, or if such sale prices shall not be reported thereon, the highest bid price so reported, or, if such price shall not be reported thereon, as the same shall be reported by the National Quotation Bureau Incorporated; in the case of any GM Equity Security which is the Preferred Stock or Preference Stock of the Corporation (of any series), the Market Price thereof shall be the Market Price, as hereinabove defined, of the Voting Shares which the holder of such Preferred Stock or Preference Stock may then acquire by reason of the redemption, exchange, conversion or exercise of other rights as may be provided for in the terms of such securities.

 

  (vi) “Person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person pursuant to Section 13(d)(3) of the Exchange Act, as in effect on January 1, 1990.

 

  (vii) “Subsidiary” shall mean any company of which the Corporation owns, directly or indirectly, (A) a majority of the outstanding shares of equity securities, or (B) shares having a majority of the voting power represented by all of the outstanding voting stock of such company. For the purpose of determining whether a company is a Subsidiary, the outstanding voting stock and shares of equity securities thereof shall include unissued shares of which the Corporation is the Beneficial Owner but, except for the purpose of determining whether a company is a Subsidiary for purposes of the definition of Interested Person as used in Bylaw Section 6.12 [now section 6.1], shall not include any other shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person who is not the Corporation.

 

25


  (viii) “Voting Shares” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

 

26

This excerpt taken from the GM 10-Q filed May 8, 2009.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

STATE OF DELAWARE   38-0572515

(State or other jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

300 Renaissance Center, Detroit, Michigan   48265-3000
(Address of Principal Executive Offices)   (Zip Code)
These excerpts taken from the GM 10-K filed Mar 5, 2009.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

STATE OF DELAWARE   38-0572515

(State or other jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan   48265-3000
(Address of Principal Executive Offices)   (Zip Code)

GENERAL MOTORS CORPORATION

ALIGN="center">(Exact Name of Registrant as Specified in its Charter)

 
















STATE OF DELAWARE 38-0572515

(State or other jurisdiction of

FACE="Times New Roman" SIZE="1">Incorporation or Organization)

 

(I.R.S. Employer

FACE="Times New Roman" SIZE="1">Identification No.)

 
















300 Renaissance Center, Detroit, Michigan 48265-3000
(Address of Principal Executive Offices) (Zip Code)
This excerpt taken from the GM 8-K filed Jan 15, 2009.
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
STATE OF DELAWARE   1-43   38-0572515
         
(State or other jurisdiction of
Incorporation or Organization)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)
         
300 Renaissance Center, Detroit, Michigan       48265-3000
         
(Address of Principal Executive Offices)       (Zip Code)
Registrant’s telephone number, including area code (313) 556-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 7.01 REGULATION FD DISCLOSURE
On Thursday, January 15, 2009, General Motors Corporation (GM) presented at the Deutsche Bank 2009 Auto Analysts Conference in Detroit. The press release and the presentations related thereto are attached as Exhibit  99.1 and Exhibit 99.2, respectively.
# # #
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
         
Exhibit   Description   Method of Filing
 
99.1
  Press Release    
 
       
99.2
  Presentations by:    
 
       
 
  F. Henderson    
 
       
 
  R. Young   Attached as Exhibit
# # #

 


 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
 
      GENERAL MOTORS CORPORATION    
 
           
 
      (Registrant)    
 
           
Date: January 15, 2009
  By:   /s/ NICK S. CYPRUS    
 
           
 
      (Nick S. Cyprus    
 
      Controller and Chief Accounting Officer)    

 


 

INDEX TO EXHIBITS
     
Exhibit   Description
 
99.1
  Press Release
 
   
99.2
  Presentations by: F. Henderson and R. Young

 

This excerpt taken from the GM 8-K filed Dec 3, 2008.
General Motors
Corporation
  GM Communications
Detroit, Mich., USA
media.gm.com
For Immediate Release
December 2, 2008
Final
GM Submits Plan for Long-Term Viability to the U.S. Congress
  Reaffirms GM’s commitment to energy-saving vehicles and technologies
 
  Outlines the need for Federal bridge loans and line of credit
 
  Requests Federal board to oversee loans, assist with restructuring
 
  Aggressive plan details GM actions to support long-term success
WASHINGTON — General Motors Corp. today submitted a plan to use Federal bridge loans to create a leaner, more competitive company, one that is profitable and self-sustaining for the long term.
The plan, submitted in response to Congressional hearings in November, includes a detailed blueprint for a successful, sustainable General Motors. Building on a product renaissance and comprehensive restructuring that has been under way for several years, the plan calls for:
    Increased production of fuel-efficient vehicles and energy-saving technologies;
 
    Rationalization of brands, models and retail outlets;
 
    Reduced wage and benefit costs, including further reductions in executive compensation;
 
    Significant capital structure restructuring;
 
    Further consolidation in manufacturing operations.
GM is requesting term loans of up to $12 billion to provide adequate liquidity levels through December 31, 2009. GM anticipates an initial draw of $4 billion in December 2008. In addition to the bridge loans, the company is requesting a $6 billion line of credit to provide liquidity should a severe market downturn persist. GM’s intent is to begin to repay the loans as soon as 2011.
Any draws would be conditioned on achieving specific restructuring requirements in the plan. To help expedite these actions and protect the taxpayers, GM is also seeking the creation of a Federal oversight board to oversee the loans and restructuring plan.
GM is requesting the bridge loans and credit line because of a sharp industry-wide decline in vehicle sales. This decline, due in large part to tight credit and record-low consumer confidence, has led to a corresponding drop in dealer orders that is adversely impacting GM’s first-quarter production schedules, revenue forecasts, and liquidity outlook. Federal assistance would enable GM to weather a credit crisis that has driven

 


 

U.S. industry sales to their lowest per-capita level in half a century, and help the company emerge fully competitive with all manufacturers operating in the U.S.
The complete GM plan is available online <link>. Following are highlights from the plan.
Product Portfolio and Fuel Efficiency — GM has made significant progress in revamping its product lineup, with new GM cars like the Chevy Malibu, Cadillac CTS, Saturn Aura and Opel/Vauxhall Insignia earning car of the year awards. While remaining a full-line manufacturer, GM will substantially change its product mix over the next four years, and launch predominately high mileage, energy-efficient cars and crossovers.
In addition, the Chevy Volt, which can travel up to 40 miles on electricity alone, is scheduled for production in 2010, and GM is planning other vehicles using Volt’s extended-range electric drivetrain. By 2012, more than half of GM vehicles will be flex-fuel capable, and the company will offer 15 hybrid models. GM will continue development of hydrogen fuel cell technology, which, when commercially deployed, will reduce automotive emissions to just water vapor.
During the 2009-12 plan window, GM will invest approximately $2.9 billion in alternative fuels and advanced propulsion technologies, which offer fuel economy improvements ranging from 12 percent to 120 percent, compared with conventional gas engines. As a result, we expect GM to become a significant creator of green jobs in the United States, as well helping suppliers and dealers transform the U.S. economy.
Market and Retail Operations — In the U.S., GM will focus its product development and marketing efforts on four core brands — Chevrolet, Cadillac, Buick and GMC. Pontiac will be a specialty brand with reduced product offerings within the Buick-Pontiac-GMC channel. Hummer has recently been put under strategic review, which includes the possible sale of the brand, and GM will immediately undertake a global strategic review of the Saab brand. As part of the plan, the company also will accelerate discussions with the Saturn retailers, consistent with their unique relationship, to explore alternatives for the Saturn brand.
Manufacturing and Structural Costs — GM will accelerate its current efforts to reduce manufacturing and structural costs, building on significant progress made over the past several years. GM currently has the most productive assembly plants in 11 of the 20 product segments measured by the Harbour Report, and it is a global leader in workplace safety. With the recently negotiated wage rates, turnover expected in our workforce, planned assembly plant consolidations, further productivity improvements in the plan, and additional changes to be negotiated, GM’s wages and benefits for both current workers and new hires will be fully competitive with Toyota by 2012.
Balance Sheet Restructuring — Under the plan, GM would significantly reduce the debt currently carried on its balance sheet. GM plans to engage current lenders, bond holders and its unions to negotiate the needed changes. GM’s plan would preserve the status of existing trade creditors and honor all outstanding warranty obligations to both dealers and consumers, in the U.S. and globally.
Compensation and Dividends —The plan calls for shared sacrifice, including further reduction in the number of executives and total compensation paid to senior leadership.

 


 

For example, the chairman and CEO will reduce his salary to $1 per year. The plan also requires further changes in existing labor agreements, including job security provisions, paid time-off, and post-retirement health-care obligations. The common stock dividend will remain suspended during the life of the loans.
Temporary Federal Bridge Loans — GM is seeking a term bridge loan facility from the Federal government of $12 billion to cover operating requirements under a baseline forecast of 12 million U.S. industry vehicle sales for 2009. In addition, GM is seeking a revolving credit facility of $6 billion that could be drawn should severe industry conditions continue, resulting in sales of 10.5 million total vehicles in 2009. This bridge loan is expected to be fully repaid by 2012 under the baseline industry assumptions. Also, warrants issued as part of the loans would allow taxpayers to benefit from growth in the company’s share price that might result from successful completion of the plan.
Once GM has completed the restructuring actions laid out in the plan, the company will be able to operate profitably at industry volumes between 12.5 and 13 million vehicles. This is substantially below the 17 million industry levels averaged over the last nine years, so it is considered to be a reasonably conservative assumption for gauging liquidity needs.
Federal Oversight Board — Given the importance and urgency of this restructuring for GM, other domestic manufacturers and the U.S. economy as a whole, the company supports the formation of a Federal oversight board. The board would help facilitate restructuring negotiations with a range of stakeholders.
GM’s Commitment to Success
General Motors and its management are committed to the success of the plan summarized in the Congressional submission. The company’s responsibility to its customers, shareholders, employees, retirees, dealers and suppliers is well recognized, as is its century-long commitment to our nation.
GM has never failed to meet a Congressional mandate in the important areas of fuel efficiency and vehicle emissions. We are among the leaders today in fuel efficiency, and set the industry standard for green manufacturing methods. We are committed to meeting the new fuel economy requirements of the 2007 Energy Independence and Security Act. The company’s role in creating green technology and high-paying jobs of the future will increase substantially as a result of implementing the plan.
GM is proud of its century of contributions to the growth of our nation, and the company looks forward to making an equally meaningful contribution over the next century.
# # #
Contacts:
Greg Martin
202-775-5008 (o)
202-744-6285 (c)
greg.a.martin@gm.com

 


 

Renee Rashid-Merem
313-665-3128 (o)
313-701-8560 (c)
renee.rashid-merem@gm.com
Tom Wilkinson
313-667-0366 (o)
313-378-6233 (c)
tom.wilkinson@gm.com
# # #
About GM — General Motors Corp. (NYSE: GM), the world’s largest automaker, has been the annual global industry sales leader for 77 years. Founded in 1908, GM today employs about 252,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 34 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM’s OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com.
Forward-Looking Statements
In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “ensure,” “promote,” “target,” “believe,” “improve,” “intend,” “enable,” “continue,” “will,” “may,” “would,” “could,” “should,” “project,” “projected,” “positioned” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: market acceptance of our products; shortages of and price volatility for fuel; significant changes in the competitive environment and the effect of competition on our markets, including on our pricing policies; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; and changes in general economic conditions.
Our most recent reports on SEC Forms 10-K, 10-Q and 8-K provide information about these and other factors, which may be revised or supplemented in future reports to the SEC on those forms.

 

This excerpt taken from the GM 10-Q filed Nov 10, 2008.
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
 
     
     
STATE OF DELAWARE
(State or other jurisdiction of
Incorporation or Organization)
  38-0572515
(I.R.S. Employer
Identification No.)
     
300 Renaissance Center, Detroit, Michigan
(Address of Principal Executive Offices)
  48265-3000
(Zip Code)
 
This excerpt taken from the GM 8-K filed Oct 29, 2008.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

38-0572515

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

This excerpt taken from the GM 8-K filed Oct 3, 2008.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-43

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

 

38-0572515

(I.R.S. Employer

Identification No.)

 

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

These excerpts taken from the GM 8-K filed Oct 1, 2008.
General Motors Corporation

 

GM Communications

Detroit, Mich., USA

media.gm.com

For Release: 1:45 p.m. ET

October 1, 2008

 

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

38-0572515

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

This excerpt taken from the GM 8-K filed Oct 1, 2008.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

 

38-0572515

(I.R.S. Employer

Identification No.)

 

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

This excerpt taken from the GM 8-K filed Sep 30, 2008.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

 

38-0572515

(I.R.S. Employer

Identification No.)

 

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

This excerpt taken from the GM 8-K filed Sep 25, 2008.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

DELAWARE

(State or other jurisdiction of

incorporation)

38-0572515

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

These excerpts taken from the GM 8-K filed Sep 4, 2008.

General Motors Corporation

 

GM Communications

Detroit, Mich., USA

media.gm.com

For Release: 1:45 p.m. ET

September 3, 2008

 

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

38-0572515

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313)

This excerpt taken from the GM 10-Q filed Aug 7, 2008.
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
 
     
     
STATE OF DELAWARE
(State or other jurisdiction of
Incorporation or Organization)
  38-0572515
(I.R.S. Employer
Identification No.)
     
300 Renaissance Center, Detroit, Michigan
(Address of Principal Executive Offices)
  48265-3000
(Zip Code)
 
This excerpt taken from the GM 8-K filed Jul 23, 2008.

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

38-0572515

(I.R.S. Employer
Identification No.)

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)



(313)

These excerpts taken from the GM 8-K filed Jul 1, 2008.
General Motors Corporation
 

GM Communications
Detroit, Mich., USA

media.gm.com

For Release: 1:45 p.m. ET

July 1, 2008

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

STATE OF DELAWARE

(State or other jurisdiction of

Incorporation or Organization)

1-143

(Commission File Number)

38-0572515

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

 

48265-3000

(Zip Code)

 

 

(313)

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Jul 14, 2009
10-Q
May 8, 2009
10-K (2 sections)
Mar 5, 2009
8-K
Jan 15, 2009
8-K
Dec 3, 2008
10-Q
Nov 10, 2008
8-K
Oct 29, 2008
8-K
Oct 3, 2008
8-K (2 sections)
Oct 1, 2008
8-K
Oct 1, 2008
8-K
Sep 30, 2008
8-K
Sep 25, 2008
8-K (2 sections)
Sep 4, 2008
10-Q
Aug 7, 2008
8-K
Jul 23, 2008
8-K (2 sections)
Jul 1, 2008

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