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) December 18, 2006
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 of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) 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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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))
Item 8.01 Other Events
On December 18, 2006 General Motors Corporation ("GM") entered into the
Framework Support Agreement (the "Framework Agreement") with Delphi Corporation
("Delphi"), which has filed for business reorganization under chapter 11 of the
U.S. Bankruptcy Code, and Appaloosa Management L.P.; Cerberus Capital
Management, L.P.; Harbinger Capital Partners Master Fund I, Ltd.; Merrill Lynch,
Pierce, Fenner & Smith, Incorporated; and UBS Securities LLC (together, the
"Plan Investors"). Delphi is a major supplier to GM and was spun off from GM in
1999.
The Framework Agreement can be terminated by any party in its sole discretion at
any time after April 1, 2007 with or without cause upon two business days'
notice, and would terminate automatically upon termination of a certain
investment agreement between Delphi and the Plan Investors. The Framework
Agreement outlines certain material terms of a proposed Chapter 11 plan (the
"Proposed Plan") for Delphi and its direct and indirect subsidiaries that are
parties to the Chapter 11 proceedings (together, the "Debtors") that is
conditioned on (a) the implementation of an overall transformation strategy that
would include the settlement of certain issues and disputes between GM and the
Debtors (the "Designated Issues") and (b) proposed equity investments by the
Plan Investors in Delphi. The Designated Issues include (a) legacy obligations
related to Delphi employees who formerly were GM employees (the "Transferred
Employees"), including responsibility for various pension and other
post-employment benefit obligations, (b) all alleged claims arising from GM's
spin-off of Delphi, (c) costs associated with the transformation of the Debtors'
business, (d) the restructuring of on-going contractual relationships between GM
and Delphi with respect to continuing operations, and (e) the amount and
treatment of GM's claims against the Debtors in the Chapter 11 proceedings.
Pursuant to the Framework Agreement, the Debtors intend, among other things, to
negotiate and finalize the Proposed Plan and other related documents, seek U.S.
Bankruptcy Court approval of the Proposed Plan and payment of related expenses,
prepare and distribute a draft disclosure statement with respect to the Proposed
Plan to the Plan Investors and GM, and seek Bankruptcy Court approval of such
disclosure statement (the "Disclosure Statement Order"). GM and the Plan
Investors will, among other things, negotiate these matters in good faith but
are not obligated to enter into any agreements. GM and Delphi intend to pursue
definitive documentation evidencing all aspects of the commercial, business, and
labor-related agreements between them. Provided that GM and Delphi reach
agreement on all the documents affecting GM under the Proposed Plan, GM will
support the Disclosure Statement Order and refrain from objecting to or impeding
confirmation of the Proposed Plan by the Bankruptcy Court.
In addition, the Framework Agreement provides that until April 1, 2007 GM and
the Plan Investors will not pursue, negotiate, or facilitate any transaction
inconsistent with the proposed investment of the Plan Investors in Delphi; this
commitment could be extended beyond that date by the consent of GM and the Plan
Investors, which may not be withheld unreasonably.
Under the Framework Agreement, the Plan would provide that GM's claims against
the Debtors would be satisfied by the payment of $2.63 billion in cash and 7
million shares of common stock in Delphi as reorganized (a total of 135 million
fully diluted shares).
GM expects that the obligations and costs that it would assume to resolve the
Designated Issues together with its recoveries contemplated by the Proposed Plan
would be consistent with the $6 billion to $7.5 billion range of net liabilities
associated with Delphi's Chapter 11 proceedings that was previously disclosed.
Delphi has informed GM that it filed the Framework Agreement and a related
agreement between Delphi and the Plan Investors with the Bankruptcy Court on
December 18, 2006.
Forward-Looking Statements
In this report on Form 8-K and in related comments by GM's management, we use
words like "expect," "anticipate," "estimate," "plan," "intend," "pursue," or
"believe," to identify forward-looking statements that represent our current
judgments about possible future events. We believe these judgments are
reasonable, but GM's actual results may differ materially due to a variety of
important factors. Among other items, such factors include negotiations and
bankruptcy court actions with respect to the terms of the Proposed Plan and any
agreements contemplated by the Proposed Plan, resolution of the various issues
and disputes between GM and the Debtors, and negotiations with respect to the
proposed investment in Delphi by the Plan Investors.
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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
(Registrant)
Date: December 18, 2006 By: /s/Frederick A. Henderson
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(Frederick A. Henderson, Vice
Chairman and Chief Financial Officer)