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) October 4, 2005
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))
TABLE OF CONTENTS
ITEMS 4.02(a) and 8.01 Non-Reliance on Previously Issued Financial Statements;
Other Events
SIGNATURES
INDEX TO EXHIBIT
EXHIBIT 99 Press Release
ITEMS 4.02(a) and 8.01 Non-Reliance on Previously Issued Financial Statements;
Other Events
In the second quarter of this year, discussions ensued between Toyota
Motor Corporation ("Toyota"), Fuji Heavy Industries Ltd. ("FHI") and General
Motors Corporation ("GM"), regarding the sale of GM's interest in FHI to those
parties. Those discussions have resulted in action by the boards of directors of
all three companies, concluding during the week of October 2, 2005, which
authorized two transactions, announced today, wherein GM will sell all the FHI
shares it holds. Toyota will immediately purchase from GM 68 million shares of
FHI, or approximately 8.7 percent of the outstanding FHI shares, for JPY 520
(US$4.60) per share, or about US$315 million in cash. FHI will soon thereafter
extend a share repurchase program to all its shareholders in which GM will
tender its remaining 89 million shares, or approximately 11.4 percent of the FHI
shares outstanding. If and to the extent any of the FHI shares held by GM are
not taken up by FHI through that repurchase program, GM will subsequently sell
those shares in the open market.
On October 4, 2005, GM concluded that GM's interim consolidated financial
statements for the period ended June 30, 2005, included in its Quarterly Report
on Form 10-Q for that period, and the related financial information for that
period filed on two Form 8-Ks dated July 20, 2005, should no longer be relied
upon because GM is making an adjustment to the carrying value of its investment
in the common stock of FHI owned by GM that was reflected in those reports.
As of June 30, 2005, GM owned approximately 20% of the common stock of
FHI, which common stock had a book value of approximately $1.5 billion. GM uses
the equity method of accounting for this investment. At the time of GM's initial
investment in FHI and during most of the holding period since then, the book
value of the FHI shares GM acquired has been in excess of the fair value of the
underlying shares of common stock of FHI, as determined by trades on the Tokyo
Stock Exchange. However, the carrying amount had been considered recoverable
based on periodic estimates of fair value that comprehended FHI's future
business plans, financial prospects and synergies that GM expected to realize as
a result of, among other things, joint vehicle programs with FHI.
In May 2005, management of FHI formulated a business plan that indicated
the company's expectation of a decline in revenues and substantial reductions in
future profits and cash flows in the near term from those levels comprehended in
its previous business plan. In addition, GM's expectations regarding synergies
through its joint vehicle programs with FHI were being realized below the level
that had been expected. GM has now determined that, as of the end of the second
quarter, the value of its investment in the common stock of FHI was impaired on
an other than temporary basis. The write-down due to this impairment is
currently estimated to be between approximately $700 million and $800
million. GM intends to file an amended Form 10-Q for the quarter ended June 30,
2005, as soon as practicable, in order to reflect the adjustments that will be
associated with this impairment.
The adjustments in the carrying value of the common stock of FHI will not
change the amounts shown on the consolidated statements of cash flows from
operating activities or the net decrease in cash and cash equivalents in the
above referenced financial statements.
Due to the write-down in the carrying value of those shares in the second
quarter, the transactions with Toyota and FHI may result in GM recording a gain
on sale in the fourth quarter. The amount of any such gain is not determinable
at this time.
The audit committee of the board of directors of GM has discussed this
matter with its independent registered public accounting firm, Deloitte & Touche
LLP.
(See press release regarding GM sale of FHI shares filed as an exhibit hereto)
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Exhibit Description Method of Filing
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99 Press Release Attached as Exhibit
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: October 5, 2005 By: /s/PETER R. BIBLE
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(Peter R. Bible,
Chief Accounting Officer)