Motors Liquidation Co – ‘8-K’ for 10/4/05

On:  Wednesday, 10/5/05, at 7:58am ET   ·   For:  10/4/05   ·   Accession #:  40730-5-88   ·   File #:  1-00043

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         General Motors and Fhi Announcement                    4     15K 
 2: EX-99       Exhibit 99 Gm Press Release on Fhi                     1      6K 

8-K   —   General Motors and Fhi Announcement
Document Table of Contents

8-K
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 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
--------------------------
(Exact Name of Registrant as Specified in its Charter)

       STATE OF DELAWARE                  1-143           38-0572515
       -----------------                  -----           ----------
      (State or other jurisdiction of     (Commission     (I.R.S. Employer
        Incorporation or Organization)      File Number)   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
                                                    --------------

================================================================================
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))                                      

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ITEMS 4.02(a) and 8.01 Non-Reliance on Previously Issued Financial Statements;  
Other Events                            

SIGNATURES                                                                      

INDEX TO EXHIBIT                                                                

EXHIBIT 99          Press Release                                               

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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)  

 # # # #

Exhibit                       Description                   Method of Filing    
-------                       -----------                   ----------------    
99                            Press Release                 Attached as Exhibit 

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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:  October 5, 2005               By:  /s/PETER R. BIBLE                     
                ---  -----------------
                    (Peter R. Bible,
                               Chief Accounting Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/5/05		4
For Period End:		10/4/05		1		3
		10/2/05		3
		7/20/05		3					8-K,  SC TO-T/A
		6/30/05		3					10-Q,  10-Q/A
									List all Filings