Motors Liquidation Co – ‘8-K’ for 10/6/06 – EX-17

On:  Friday, 10/6/06, at 4:52pm ET   ·   For:  10/6/06   ·   Accession #:  40730-6-46   ·   File #:  1-00043

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Cover on Jerome B. York's Resignation                  2     10K 
 2: EX-17       Letter of Resignation From Jerome B. York              2      9K 
 3: EX-99       Press Release on Jerome B. York's Resignation          2     10K 

EX-17   —   Letter of Resignation From Jerome B. York

EX-17
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Jerome B. York
Oakland Township, Michigan

                                                               October 6, 2006

Mr. George Fisher                                                               
Lead Director                                                                   
General Motors Corporation                                                      

Dear George:                                                                    

Based on my experiences in the GM board room situation since I was elected to   
the board of directors some eight months ago, I have concluded there is little  
point in my remaining on the board.                                             

While everyone can rightfully feel good that we have succeeded in greatly       
reducing the risk of near term bankruptcy (in very substantial part through the 
cooperation of the UAW leadership and rank-and-file, but also in substantial    
part through the sale of 51% of a strategic asset), the longer term fundamentals
in my view have not yet changed much as regards free cash flow and North        
American market share trends.                                                   

As I have pointed out both publicly and in the board room, the company has made 
excellent progress in a number of areas, and initiatives like higher levels of  
product refinement, expansion in Asia and Eastern Europe, and the globalization 
of product development can be expected to produce even further results. But are 
they enough? I don't think so. I have grave reservations concerning the ability 
of the company's current business model to successfully compete in the          
marketplace with those of the Asian producers.                                  

The overriding issue remains that of North American share decline, which while  
seemingly having been attenuated somewhat over the past few months as we move   
through the "sweet spot" in our product renewal cycle, may also be a function of
heavier sales incentive spending of varying forms, as to some degree came out   
when I asked the question at Tuesday's board meeting.                           

But frankly, to get to the crux of the matter, I have not found an environment  
in the board room that is very receptive to probing much beyond the materials   
provided by management (and too often, at least in my experience, materials are 
not sent to the board ahead of time to allow study prior to board discussion).  
For obvious reasons I can understand why that environment exists, but in the    
sense that all parties' interests are fully aligned around long term shareholder
value creation, that environment has been a puzzle to me.                       

EX-17
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Mr. George Fisher October 6, 2006                                               

The combination of these various factors--ongoing market share pressures and    
negative cash flow, and all parties' mutual objective of shareholder value      
creation--was what lead me to propose that the company pursue alliance          
studies with Renault-Nissan.                                                    

And while from a narrow legal perspective the company may have properly         
conducted its assessment of the potential benefits of the alliance, to use a    
contract law term, there was certainly not a "meeting of the minds" regarding my
views as to how the study was conducted. I thought I made that clear in the     
executive session at the end of the board meeting, but apparently I didn't.     

The right thing to have done here--from a governance perspective if not a legal 
perspective--would have been for the board to have hired its own independent    
advisors, who in turn could have designed the study process to more fully get at
particularly the potential procurement savings.                                 

So in summary, I want to be sure I'm entirely clear regarding the reason for my 
resignation. It will undoubtedly be interpreted by many as being driven by the  
outcome of the Renault-Nissan matter, but that is not the case. Rather, it      
relates to the board room environmental situation I discussed above.            

I will shortly make arrangements to return the confidential company materials in
my possession to the Corporate Secretary's office.                              

Sincerely,                                                                      

/s/                                                                             
Jerome B. York                                                                  

cc:   Members of the GM Board of Directors                                      
Robert Osborne                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		10/6/06		1		2			SC 13D/A
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