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) January 23, 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
Shareholder and Bondholder Class Actions and Shareholder Derivative Suits
General Motors, certain of its subsidiaries, and certain current and former of
their respective directors and officers, are defendants in a number of lawsuits
currently pending that allege breaches of fiduciary duty and/or various
violations of the Exchange and Securities Acts. The actions have been brought
either as purported class actions on behalf of stockholders or bondholders, or
as derivative actions. These actions are summarized below:
Shareholder Class Actions
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o In re General Motors Securities Litigation -- On September 23, 2005, a
case captioned Folksam Asset Management v. General Motors, et al. was
filed in the U.S. District Court for the Southern District of New York
against GM, GMAC and certain current and former GM directors and officers.
In October 2005, a substantially identical case captioned Galliani v.
General Motors, et al. was filed and consolidated with the Folksam case.
The consolidated suit is now called In re General Motors Securities
Litigation. Plaintiffs purport to bring the claim on behalf of purchasers
of GM debt and/or equity securities during the period February 25, 2002
through November 9, 2005 and allege, among other things, violations of
anti-fraud provisions of the Exchange Act with respect to certain
statements regarding GM's financial performance and disclosure provisions
of the Securities Act in connection with certain registered debt offerings
during the class period. On January 17, 2006, the court made provisional
designations of lead plaintiff and lead counsel.
o Rosen v. General Motors Corporation, et al. -- On December 21, 2005,
plaintiff filed this purported class action in federal court in the
Eastern District of Michigan against GM and certain current and former GM
directors and officers. Plaintiffs purport to bring the claim on behalf of
purchasers of GM stock during the period April 18, 2001 through November
9, 2005 and allege violations of anti-fraud provisions of the Exchange Act
with respect to certain statements regarding GM's financial performance.
Bondholder Class Actions
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o Zielezienski v. General Motors, et al. -- On November 29, 2005, plaintiff
filed this purported class action in the Circuit Court for Palm Beach
County, Florida against GM, GMAC and certain current and former GM and
GMAC directors and officers. The action also names certain underwriters
of GMAC debt securities as defendants. Among other things, plaintiff
alleges violations of disclosure provisions of the Securities Act in
connection with the offering for sale of GMAC debt securities issued
between April 2004 and March 2005, including GMAC SmartNotes. In December
2005, plaintiff filed an amended complaint making substantially the same
allegations as were in the prior filing, and adding approximately 60
additional underwriters as defendants. On January 6, 2006, the defendants
named in the original complaint removed this case to the U.S. District
Court for the Southern District of Florida.
o J&R Marketing, et al. v. General Motors Corporation, et al. -- On December
28, 2005, plaintiff filed this purported class action in the Circuit Court
for Wayne County, Michigan against GM, GMAC, certain current and former
GM and GMAC directors and officers, and several underwriters of GMAC debt
securities. Similar to the original complaint filed in the Zielezinski
case, plaintiff alleges violations of disclosure provisions of the
Securities Act in connection with the offering for sale of GMAC SmartNotes
purchased between September 30, 2003 and March 16, 2005. On January 13,
2006, defendants removed this case to the U.S. District Court for the
Eastern District of Michigan.
Shareholder Derivative Suits
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o Stein v. Bowles, et al. -- On November 10, 2005, plaintiff filed this
purported shareholder derivative action in the Eastern District of
Michigan, ostensibly on behalf of GM, against the GM board of directors.
The complaint alleges that defendants breached their fiduciary duties of
due care, loyalty and good faith by, among other things, causing GM to
overstate its income (as reflected in GM's restatement of 2001 earnings
and second quarter 2005 earnings) and exposing GM to potential damages in
SEC investigations and investor lawsuits. On December 27, 2005, plaintiffs
filed a motion to consolidate the Stein case and both the Gluckstern and
Orr shareholder derivative actions (discussed below), to appoint lead
plaintiff, and to approve selection of lead counsel.
o Bouth v. Barnevik, et al. -- On December 2, 2005, plaintiff filed this
purported shareholder derivative action in the State Court of Michigan,
Circuit Court of Wayne County, ostensibly on behalf of GM, against the GM
board of directors and a GM officer. The complaint alleges that defendants
breached their fiduciary duties of due care, loyalty and good faith by,
among other things, causing GM to overstate its earnings and cash flow and
improperly account for certain transactions and exposing GM to potential
damages in SEC investigations and investor lawsuits.
o Gluckstern v. Wagoner, et al. -- On December 15, 2005, plaintiff filed
this purported shareholder derivative action in the United States District
Court for the Eastern District of Michigan, ostensibly on behalf of GM,
against the GM board of directors. This case is substantially identical to
the Stein case.
o Orr v. Wagoner, et al. -- On December 15, 2005, plaintiff filed this
purported shareholder derivative action in the United States District
Court for the Eastern District of Michigan, ostensibly on behalf of GM,
against the GM board of directors. This case is substantially identical to
the Stein case.
o Salisbury v. Barnevik, et al. -- On December 16, 2005, plaintiff filed
this purported shareholder derivative action in the State Court of
Michigan, Circuit Court of Wayne County, ostensibly on behalf of GM,
against the GM board of directors and a GM officer. This case is
substantially identical to the Bouth case. Counsel for the Salisbury and
Bouth plaintiffs has stated an intent to seek consolidation of these
actions and to file an amended consolidated complaint.
A motion is pending before the federal Judicial Panel on Multidistrict
Litigation to consolidate the In re General Motors Securities Litigation, Rosen,
Stein, Gluckstern and Orr cases in the Eastern District of Michigan for
coordinated pretrial proceedings.
Matters described above that involve GMAC are also described in GMAC's January
19, 2006 Form 8-K filing, Commission File No. 1-3754.
All of the above cases are in preliminary phases. No determination has been made
that the shareholder and bondholder cases can be maintained as class actions or
that the shareholder derivative actions can proceed without making a demand in
accordance with Delaware law that the GM board bring the actions. As a result,
the scope of the actions and whether they will be permitted to proceed is
uncertain. While damages are generally alleged, as well as injunctive relief in
some cases, the amount of damages claimed is not specified. General Motors
intends to vigorously defend the claims asserted against it in these cases.
ERISA Class Actions
In May 2005, the United States District Court for the Eastern District of
Michigan consolidated under the case caption In re General Motors ERISA
Litigation three related Employment Retirement Income Security Act ("ERISA")
purported class actions against GM and other named defendants who are alleged to
be fiduciaries of the GM stock purchase programs and personal savings plans for
salaried and hourly employees. In June 2005, plaintiffs filed a consolidated
class action complaint against GM, the Investment Funds Committee of the GM
board, its individual members, GM's chairman and chief executive officer,
members of GM's Employee Benefits Committee during the putative class period,
General Motors Investment Management Company ("GMIMCo"), and State Street Bank.
The complaint alleges that the GM defendants breached their fiduciary duties to
plan participants by, among other things, investing their assets, or offering
them the option of investing, in GM stock on the ground that it was not a
prudent investment. Plaintiffs purport to bring these claims on behalf of all
persons who were participants in or beneficiaries of the plans from March 18,
1999 to the present, and seek to recover losses allegedly suffered by the plans.
The complaint does not specify the amount of damages sought and defendants have
no means at this time to estimate damages the plaintiffs will seek. Defendants
filed a motion to dismiss the complaint in September 2005, and oral argument has
been set for February 2006. No determination has been made that the case can be
maintained as a class action. General Motors intends to vigorously defend
against the allegations of liability.
In addition, GMIMCo, a wholly-owned subsidiary of GM, is one of numerous
defendants in nine purported class action lawsuits filed in March and April
2005, in the United States District Court for the Eastern District of Michigan
alleging violations of ERISA with respect to the Delphi Corporation company
stock plans for salaried and hourly employees. GMIMCo is a named fiduciary of
the Delphi plans. The complaints allege that GMIMCo breached fiduciary duties
under ERISA by permitting investment in the Delphi company stock plans.
Plaintiffs are seeking recovery of losses to the plans. On September 13, 2005,
the cases were consolidated under the case caption In re Delphi ERISA Litigation
and have been transferred to a judge in the Eastern District of Michigan for
coordinated pretrial proceedings with other Delphi shareholder lawsuits in which
GMIMCo is not named as a defendant. No determination has been made that a class
action can be maintained against GMIMCo and there have been no decisions on the
merits of the claims. GMIMCo intends to defend these cases vigorously.
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: January 23, 2006 By: /s/PETER R. BIBLE
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(Peter R. Bible,
Chief Accounting Officer)