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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 28, 2007
GENERAL MOTORS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 38-0572515
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
(313) 556-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
{ } Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
{ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
240.14a-12)
{ } Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
{ } Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
On June 28, 2007, General Motors Corporation ("GM"), The Carlyle Group
("Carlyle") and Onex Corporation ("Onex") announced that GM has entered into an
Asset Purchase Agreement (the "Agreement") with Clutch Operating Company, Inc.,
a Delaware corporation (the "Purchaser"), pursuant to which GM will sell its
Allison Transmission commercial and military business ("Allison Transmission")
to the Purchaser for $5.575 billion (the "Acquisition"). The Purchaser is an
investment vehicle formed by Carlyle and Onex for purposes of the Acquisition.
The Agreement covers substantially all of Allison Transmission, including seven
manufacturing facilities in Indianapolis, Indiana and Allison Transmission's
worldwide distribution network and sales offices. The transmission production
facility near Baltimore, Maryland is dedicated to GM's retail pick-up trucks and
will remain with GM. The Agreement contains non-compete provisions for the
benefit of both Allison Transmission and GM with a duration of 10 years (other
than in Europe, where the non-competition period is 5 years).
The current labor contract will be extended for Allison Transmission until
the resolution of GM's negotiations with the United Auto Workers (the "UAW")
this fall. Allison Transmission will then assume the same terms as GM and the
UAW agree to in the new collective bargaining agreement. GM will retain pension
and OPEB obligations (and assets) relating to existing retirees and will remain
responsible for pension and OPEB expenses accrued prior to the completion of the
Acquisition.
The Acquisition is subject to the satisfaction or waiver of customary and
other closing conditions, including the receipt of certain regulatory approvals.
The Agreement may be terminated if the Acquisition is not completed by October
31, 2007.
On May 24, 2007, GM filed a Current Report on Form 8-K providing pro forma
financial information under Article 11 of Regulation S-X reflecting a potential
sale of Allison Transmission.
On June 28, 2007, GM issued a press release announcing the execution of the
Agreement. The press release is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
Forward-Looking Statements
In this report and in reports subsequently filed by GM with the SEC on Forms
10-K and 10-Q and filed or furnished on Form 8-K, and in related comments by
management of GM, our use of the words "expect," "anticipate," "estimate,"
"forecast," "initiative," "objective," "plan," "goal," "project," "outlook,"
"priorities," "target," "intend," "evaluate," "pursue," "seek," "may," "would,"
"could," "should," "believe," "potential," "continue," "designed," "impact," or
the negative of any of those words or similar expressions is intended to
identify forward-looking statements that represent our current judgment about
possible future events. All statements in this report and subsequent reports
which GM may file with the SEC on Form 10-K or Form 10-Q or file or furnish on
Form 8-K, other than statements of historical fact, including without
limitation, statements about future events and financial performance, are
forward-looking statements that involve certain risks and uncertainties. We
believe these judgments are reasonable, but these statements are not guarantees
of any events or financial results, and GM's actual results may differ
materially due to a variety of important factors that may be revised or
supplemented in subsequent reports on SEC Forms 10-K, 10-Q, and 8-K. Such
factors include, among others, GM's ability to consummate the Acquisition within
the timeframe and on the terms set forth in the Agreement and summarized in this
report.
We caution investors not to place undue reliance on forward-looking
statements. We undertake no obligation to update publicly or otherwise revise
any forward-looking statements, whether as a result of new information, future
events, or other such factors that affect the subject of these statements,
except where we are expressly required to do so by law.
ITEM 9.01 Financial Statements and Exhibits
99.1 Press Release dated June 28, 2007 issued by General Motors Corporation
announcing the execution of the Asset Purchase Agreement.
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SIGNATURES
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: July 5, 2007 By: /s/NICK S. CYPRUS
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(Nick S. Cyprus
Controller and
Chief Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated June 28, 2007 issued by General Motors
Corporation announcing the execution of the Asset Purchase
Agreement.