SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) August 14, 2002
---------------
GENERAL MOTORS CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-143 38-0572515
---------------------------- ----------------------- -------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
--------------
- 1 -
ITEM 5. OTHER EVENTS
On August 14, 2002, General Motors Corporation (GM) announced it is in
discussions with Isuzu Motors Ltd. and Isuzu's banks, including Mizuho Corporate
Bank, Ltd., regarding a comprehensive operational and financial restructuring of
Isuzu. The announcement is as follows:
GM, Isuzu, banks discuss restructuring initiatives
Tokyo - General Motors (NYSE: GM, GMH) confirmed today it is in discussions
with Isuzu Motors Ltd. and Isuzu's banks, including Mizuho Corporate Bank, Ltd.,
regarding a comprehensive operational and financial restructuring of Isuzu.
Isuzu announced the framework of its new three-year restructuring plan
earlier today. The principal components of the Isuzu restructuring package
include the following:
- GM would acquire a majority ownership of certain Isuzu diesel engine
businesses and other assets strategic to GM, and complete ownership of
certain diesel engine technologies, for about Y50 billion (U.S.$420
million). GM would appoint a senior executive to support Isuzu management.
Isuzu would retire GM's existing equity in Isuzu Motors, and GM would
purchase new equity for about Y10 billion (U.S.$80 million), representing
a 12-percent ownership stake.
- Isuzu's broad financial restructuring would include: A debt-to-equity swap
in which Y100 billion (U.S$833 million) of Isuzu debt would convert to
preferred equity; new funding from lenders sufficient to execute the
operational plan; and the rollover of certain of Isuzu's current debt.
- A comprehensive operational restructuring under which Isuzu would
rationalize under-performing operations as well as its overall employment
levels.
General Motors participation
Under the restructuring proposal, GM would spend a total of Y60 billion
(U.S.$500 million). Of this total expenditure, about Y50 billion (U.S.$420
million) would be used to acquire a majority interest in certain of Isuzu's
diesel engine businesses and complete ownership of Duramax, Circle L 1.7-liter
and V-6 diesel engine technologies. This includes an acquisition of a 60-percent
interest in Isuzu Motors Polska Sp. Z.O.O (Ispol), Isuzu's small-displacement
diesel engine business based in Poland, and an increase GM's equity investment
in the U.S.-based DMAX Ltd. heavy-duty diesel engine business from 40 to 60
percent. GM also would acquire a majority interest in a new diesel engine
engineering joint venture with Isuzu as well as rights to use various related
technologies.
GM, which wrote down the value of its 49 percent investment in Isuzu to zero
in the second quarter of 2001, would have its existing equity in the company
retired as part Isuzu's financial restructuring plan. GM would then purchase
about Y10billion (U.S.$80 million) of new equity in the company, leaving GM with
a 12-percent ownership stake in Isuzu Motors.
Finally, GM would identify a senior executive to be co-representative
director of Isuzu, who would support Isuzu President Yoshinori Ida in
implementing Isuzu's new recovery plan.
- 2 -
"We believe our actions continue to reinforce a collaborative effort that
provides benefits to both GM and Isuzu," said Frederick Henderson, GM group vice
president and president of GM Asia Pacific. "The initiatives would provide Isuzu
additional liquidity, accelerate Isuzu's recovery, and help establish a
foundation for their future business structure. For GM, the proposals would
allow us to take control of key technologies that are important to GM while
maintaining our longstanding business relationship with Isuzu."
The implementation of the Isuzu restructuring plan is dependent upon reaching
satisfactory conclusions in the discussions among all parties, including
definitive agreements. GM expects Isuzu and its creditors will reach agreements
shortly so that GM and Isuzu can finalize agreements by calendar-year-end.
In this press release and related comments by General Motors management, our use
of the words "outlook," "expect," "anticipate," "estimate," "forecast,"
"project," "likely," "objective," "plan," "designed," "goal," "target," and
similar expressions is intended to identify forward looking statements. While
these statements represent our current judgment on what the future may hold, and
we believe these judgments are reasonable, actual results may differ materially
due to numerous important factors that are described in GM's most recent report
on SEC Form 10-K (at page II-15, 16) which may be revised or supplemented in
subsequent reports on SEC Forms 10-Q and 8-K. Such factors include, among
others, the following: changes in economic conditions, currency exchange rates
or political stability; shortages of fuel or interruptions in transportation
systems, labor strikes or work stoppages; market acceptance of the corporation's
new products; significant changes in the competitive environment; changes in
laws, regulations and tax rates; and the ability of the corporation to achieve
reductions in cost and employment levels to realize production efficiencies and
implement capital expenditures at levels and times planned by management.
# # #
SIGNATURE
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 August 14, 2002
---------------
By
/s/Peter R. Bible
--------------------------
(Peter R. Bible,
Chief Accounting Officer)
- 3 -