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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): April 9, 2003
General Motors Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-143 38-0572515
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(State or Other Jursdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) No.)
300 Renaissance Center
Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
(313) 556-5000
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(Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if changed Since Last Report)
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Item 5. Other Events
On April 9, 2003, General Motors Corporation ("GM") and its subsidiary
Hughes Electronics Corporation ("Hughes"), together with The News Corporation
Limited ("News"), announced the signing of definitive agreements that provide
for the split-off of Hughes from GM and the simultaneous sale of GM's 19.9
percent (19.9%) economic interest in Hughes to News. In addition, pursuant to
these agreements, News would acquire an additional 14.1 percent (14.1%) stake in
Hughes from holders of GM Class H common stock through a merger of Hughes and a
wholly-owned subsidiary of News, with Hughes as the surviving corporation. See
the press release and the selected transaction documents identified as exhibits
in Item 7 below, each of which is hereby incorporated by reference.
In connection with the proposed transactions, GM, Hughes and News
intend to file relevant materials with the Securities and Exchange Commission
("SEC"), including one or more registration statement(s) that contain a
prospectus and proxy/consent solicitation statement. Because those documents
will contain important information, holders of GM $1-2/3 common stock and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they (along with any other documents and reports filed
by GM, Hughes or News with the SEC) will be available for free at the SEC's
website, www.sec.gov, and GM stockholders will receive information at an
appropriate time on how to obtain transaction-related documents for free from
GM. Such documents are not currently available.
GM, and its directors and executive officers, and Hughes, and certain
of its executive officers, may be deemed to be participants in the solicitation
of proxies or consents from the holders of GM $1-2/3 common stock and GM Class H
common stock in connection with the proposed transactions. Information regarding
the participants and their interest in the solicitation 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 prospectus and proxy/consent solicitation statement if and when it
becomes available.
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.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
99.1 Press Release, dated April 9, 2003
99.2 Stock Purchase Agreement, dated as of April 9, 2003, by and
among The News Corporation Limited, Hughes Electronics
Corporation and General Motors Corporation
99.3 Agreement and Plan of Merger, dated as of April 9, 2003, by
and among Hughes Electronics Corporation, The News
Corporation Limited, and GMH Merger Sub, Inc.
99.4 Separation Agreement, dated as of April 9, 2003, by and
between General Motors Corporation and Hughes Electronics
Corporation
99.5 Form of Amended and Restated Certificate of Incorporation of
Hughes Electronics Corporation
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
Date: April 14, 2003 By: /s/ Peter R. Bible
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Name: PETER R. BIBLE
Title: CHIEF ACCOUNTING OFFICER
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release, dated April 9, 2003
99.2 Stock Purchase Agreement, dated as of April 9, 2003, by and
among The News Corporation Limited, Hughes Electronics
Corporation and General Motors Corporation
99.3 Agreement and Plan of Merger, dated as of April 9, 2003, by and
among Hughes Electronics Corporation, The News Corporation
Limited, and GMH Merger Sub, Inc.
99.4 Separation Agreement, dated as of April 9, 2003, by and between
General Motors Corporation and Hughes Electronics Corporation
99.5 Form of Amended and Restated Certificate of Incorporation of
Hughes Electronics Corporation