Purchase of Own Securities
General Motors Corp
20 April 2000
GM ANNOUNCES EXCHANGE RATIO FOR REPURCHASE OF GM $1-2/3 COMMON STOCK
DETROIT - General Motors Corp. (NYSE: GM, GMH) today announced the exchange
ratio relating to its plan to repurchase up to about 14% of its GM $1-2/3 par
value common stock through an exchange offer of approximately $9 billion of GM
Class H common stock. GM will issue 1.065 shares of Class H stock for each
share of GM $1-2/3 stock that is validly tendered in the exchange offer. The
exchange ratio reflects a premium of 17.7% on GM $1-2/3 stock, based on
yesterday's closing prices of $88.50 per share of GM $1-2/3 and $97.81 per share
of Class H on the NYSE composite tape.
GM will accept up to 86,396,977 shares of GM $1-2/3 stock and will issue up to
92,012,781 shares of Class H stock. If more than 86,396,977 shares of GM $1-2/3
stock are validly tendered, GM will accept such shares on a pro rata basis under
the terms of the exchange offer.
GM plans to commence the offer on Monday, April 24, 2000. The offer is expected
to expire at midnight, EDT, on Friday, May 19, 2000.
This exchange offer is an important element of GM's previously announced plan to
restructure its economic interest in Hughes in order for GM and its stockholders
to realize more of the economic value of Hughes arising from the corporation's
ownership of Hughes. GM also plans to contribute, during the second quarter of
2000, about $7 billion of Class H stock to its U.S. Hourly Rate Employee Pension
Plan and a trust established principally to fund retiree health care benefits.
These two transactions are a continuation of General Motors' efforts to further
strengthen its financial position and to create significant value for its
stockholders. Specifically, GM expects that the plan will result in the
following benefits to GM and its stockholders:
- A significant improvement in the earnings per share attributable to GM $1-2/3
common stock as a result of the reduction of the number of shares of GM $1-2/3
stock outstanding.
- A strengthening in GM's overall financial position as a result of a reduction
in annual pension expense and other post-retirement employee benefit expenses.
- A substantial benefit to the liquidity of Class H stock as a result of the
issuance of Class H stock in connection with these transactions, which GM
believes will benefit Class H stockholders over time.
General Motors originally announced the transactions on Feb. 1, 2000, and later
increased the maximum amount of Class H stock to be issued in the exchange offer
from $8 billion to $9 billion.
GM has returned more than $25 billion of value to stockholders since 1997,
through the spin-offs of Hughes Defense and Delphi Automotive Systems and
significant repurchases of shares of GM $1-2/3 stock. From 1997-1999, GM
effectively returned approximately 84 percent of its earnings to stockholders
through dividends and share repurchases.
A prospectus covering the exchange offer will be distributed to holders of GM's
$1-2/3 stock when the exchange offer commences. If stockholders have questions
about the transaction after reading the prospectus, GM's information agent will
be available to answer questions and provide assistance.
Morgan Stanley Dean Witter is acting as dealer manager for General Motors in
connection with the exchange offer. Hughes has engaged Salomon Smith Barney,
Inc. as marketing manager in connection with the exchange offer.
GM urges holders of GM $1-2/3 common stock to read the final Registration
Statement on Form S-4, including the final prospectus, regarding the exchange
offer referred to above, when it is finalized and distributed to GM $1-2/3
common stockholders, as well as the other documents which General Motors has
filed or will file with the SEC, because they contain or will contain important
information for making an informed investment decision. Holders of GM $1-2/3
common stock may obtain a free copy of the final prospectus, when it becomes
available, and other documents filed by General Motors at the SEC's web site at
www.sec.gov, at General Motors' web site at www.gm.com, or from General Motors
by directing such request in writing or by telephone to: GM Fulfillment Center,
30200 Stephenson Hwy., (MC 480-000-FC1), Madison Heights, Mich. 48071.
Telephone: (313) 667-1500, menu option £2. This communciation shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of securities in any state in which offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state. 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. Inquiries from the news media should be
directed to GM Corporate Communications at 212-418-6380.