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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) August 7, 2007
GENERAL MOTORS CORPORATION
(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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TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 9.01 Financial Statements and Exhibits
Signature
Exhibit Index
Press Release dated August 7, 2007
ITEM 2.01 Completion of Acquisition or Disposition of Assets
On August 7, 2007, General Motors Corporation ("GM"), The Carlyle Group
("Carlyle") and Onex Corporation ("Onex") announced that GM has completed the
sale of its Allison Transmission business ("Allison Transmission") to Clutch
Operating Company, Inc., a Delaware corporation formed by Carlyle and Onex for
purposes of the acquisition of Allison Transmission ("Purchaser") for $5.6
billion, pursuant to the Asset Purchase Agreement, dated June 28, 2007, as
amended, by and among GM and Purchaser. The purchase price is subject to
adjustment based on the amount of Allison's (1) net working capital and (2) debt
on the closing date. Based on these amounts, a payment may be due from either
party within approximately forty days after the closing date. Any such payment
will be an adjustment to the amount of gain recognized on the transaction. GM
expects to recognize a gain on the sale of Allison in the range of $5.1 billion
to $5.4 billion in the third quarter of 2007. The sale included the commercial
and military operations 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 dedicated to GM's pick-up trucks was not included in
the sale and remains with GM.
On August 7, 2007, GM issued a press release announcing the completion of the
sale of Allison Transmission. The press release is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits
99.1 Press Release dated August 7, 2007 issued by General Motors Corporation
announcing the completion of the sale of Allison Transmission.
99.2 General Motors Corporation Unaudited Pro Forma Condensed Consolidated
Financial Statements*
*Incorporated by reference from Exhibit 99.1 to the Form 8-K filed on May 23,
2007 pursuant to general instructions B.3. of the Form 8-K, which allows
incorporation by reference of a previously reported event, transaction or
information that is substantially similar.
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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: August 13, 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 August 7, 2007 issued by General Motors
Corporation announcing the completion of the sale of Allison
Transmission.
99.2 General Motors Corporation Unaudited Pro Forma Condensed
Consolidated Financial Statements*
*Incorporated by reference from Exhibit 99.1 to the Form 8-K filed on May 23,
2007 pursuant to general instructions B.3. of the Form 8-K, which allows
incorporation by reference of a previously reported event, transaction or
information that is substantially similar.