SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) September 11, 2003
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GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
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ITEM 5. OTHER EVENTS
On September 11, 2003, General Motors Corporation (GM) issued a news
release announcing the receipt of a private-letter ruling from the U.S. Internal
Revenue Service confirming that the distribution of Hughes Electronics
Corporation ("Hughes") common stock to the holders of GM Class H common stock,
in connection with the split-off of Hughes, would be tax-free to GM and its
Class H common stockholders for federal income tax purposes. The release is as
follows:
GM Receives IRS Ruling On Hughes Transaction
NEW YORK - General Motors Corp. (NYSE: GM, GMH) today announced that it has
received a private-letter ruling from the U.S. Internal Revenue Service
confirming that the distribution of Hughes Electronics common stock to the
holders of GM Class H common stock, in connection with the split-off of Hughes,
would be tax-free to GM and its Class H stockholders for federal income tax
purposes.
As previously announced, GM intends to sell its 19.8 percent economic interest
in Hughes to News Corp. (NYSE: NWS, NWS.A). News Corp. would then acquire from
the former GM Class H common stockholders an additional 14.2 percent of the
outstanding shares of Hughes common stock in exchange for News Corp. Preferred
American Depositary Shares (ADSs) and/or cash in a taxable transaction for U.S.
federal income tax purposes.
The transactions remain subject to stockholder approval and regulatory
clearances under the Hart-Scott-Rodino Act and by the U.S. Federal
Communications Commission.
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In connection with the proposed transactions, on August 21, 2003, GM, Hughes,
and News Corp. filed definitive materials with the SEC, including a definitive
GM Proxy Statement on Schedule 14A; a Hughes Registration Statement on Form S-4;
and a News Corp. Registration Statement on Form F-4 - each containing a consent
solicitation statement of GM, a prospectus of Hughes, and a prospectus of News
Corp. Investors and security holders are urged to read these materials, as well
as any other relevant documents filed or that may be filed with the SEC, as they
become available, because these documents contain or will contain important
information.
The materials filed on August 21, 2003 and other relevant materials (when they
become available) and any other documents filed by GM, Hughes or News Corp. with
the SEC, may be obtained without charge at the SEC's website at www.sec.gov. In
addition, the definitive consent solicitation statement contains information
about how GM stockholders may obtain transaction-related documents without
charge directly from GM.
GM and its directors and executive officers, and Hughes and its directors and
executive officers, may be deemed to be participants in the solicitation of
proxies or consents from the holders of GM $1-2/3 par value common stock and GM
Class H common stock in connection with the proposed transactions. Information
about the directors and executive officers of GM and their ownership of GM stock
is set forth in the proxy statement for GM's 2003 annual meeting of
shareholders. Participants in GM's solicitation may also be deemed to include
certain persons whose interests in GM or Hughes are not described in the proxy
statement for GM's 2003 annual meeting. Information regarding these persons and
their interests in GM and/or Hughes was filed pursuant to Rule 425 with the SEC
by each of GM and Hughes on April 10, 2003. Investors may obtain additional
information regarding the interests of such participants by reading the
definitive consent solicitation statement of GM / prospectus of Hughes /
prospectus of News filed with the SEC on August 21, 2003.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such 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.
Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause actual results to be materially different from
historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
Hughes and/or News Corp. to differ materially, many of which are beyond the
control of GM, Hughes or News Corp. include, but are not limited to, the
following: (1) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, which may be greater than expected
following the transaction; (2) the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the anticipated
schedule; (3) the effects of legislative and regulatory changes; (4) an
inability to retain necessary authorizations from the FCC; (5) an increase in
competition from cable as a result of digital cable or otherwise, direct
broadcast satellite, other satellite system operators, and other providers of
subscription television services; (6) the introduction of new technologies and
competitors into the subscription television business; (7) changes in labor,
programming, equipment and capital costs; (8) future acquisitions, strategic
partnerships and divestitures and the ability to access capital to maintain
financial flexibility; (9) general business and economic conditions; and (10)
other risks described from time to time in periodic reports filed by GM, Hughes
or News Corp. with the SEC. Those other risks relating to Hughes include, but
are not limited to, the uncertainties regarding the operations of DIRECTV Latin
America, LLC, Hughes' 75% owned subsidiary, which is currently operating under
Chapter 11 bankruptcy proceedings, and the performance of Hughes satellites. You
are urged to consider statements that include the words "may", "will", "would",
"could", "should", "believes", "estimates", "projects", "potential", "expects",
"plans", "anticipates", "intends", "continues", "forecast", "designed", "goal",
"outlook", "objectives", "strategy", "target", or the negative of those words or
other comparable words to be uncertain and forward-looking. This cautionary
statement applies to all forward-looking statements included in this document.
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
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(Registrant)
Date September 12, 2003
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By
/s/Peter R. Bible
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(Peter R. Bible,
Chief Accounting Officer)