DETROIT. August 8, 2009.  General Motors Co. plans to register 3.5 billion shares of stock to ready itself for a public offering sometime next year, using the proceeds to repay at least part of what it owes the U.S. government and other stakeholders.

GM disclosed in a filing with the U.S. Securities and Exchange Commission on Friday that it would register 2.5 billion common and 1 billion preferred shares in preparation for the public sale. Its executives and the government have said they expect the sale sometime in 2010, but no date has been disclosed.

Spokeswoman Julie Gibson said the company is merely authorizing 3.5 billion shares but likely would not sell that high of a number in an initial public offering. It is common practice, she said, for companies to register more shares than they issue.

Current GM stakeholders include the U.S. government, which now owns 61 percent of the Detroit Company. So far GM has received $50 billion in U.S. government aid, some of which is to be repaid with the stock sale.

GM emerged from bankruptcy court on July 10 after a lightning-quick 40-day stay, cleansed of much of its debt and burdensome contracts. Its good assets were sold to a new company.

Just before it filed for bankruptcy protection, GM had about 611 million shares outstanding, but those shares stayed with the old GM, which now is mainly a collection of debt as well as closed plants and bad assets waiting to be liquidated.

The company also disclosed Friday that it would not report second-quarter earnings this year, but it will disclose its performance for the three- and nine-month periods before Sept. 30. Those reports will come after the third quarter closes, and the company says they will not comply with general U.S. accounting principles.

GM PRESS  RELEASE: 2009-08-07

GM Statement Regarding the Filing of General Motors Company’s Current Report on Form 8-K

General Motors Company (GM) today filed with the Securities and Exchange Commission (SEC) a Form 8-K with details on a number of matters that have occurred since the new company launched on July 10, 2009 as well as a comprehensive review of the business. GM agreed to provide this qualitative, non-financial information as part of its understanding with the SEC regarding the company’s filing requirements and those of Motors Liquidation Company (formerly General Motors Corporation), which sold substantially all of its assets to GM.

Some of the information filed today includes:

• information on ownership structure, corporate governance, directors and executive officers and previously disclosed compensation details for 2008 and 2009 as filed with the SEC by Motors Liquidation Company under the name General Motors Corporation on March 5, 2009 and for 2009 by GM on July 16, 2009
• description of securities and warrants
• significant operational and financial agreements and related exhibits
• risk factors and regulatory issues that may affect GM’s operations

“Today’s disclosures are consistent with our commitment to remain transparent and to keep the public informed of our progress,” said Fritz Henderson, GM president and CEO.

Although GM is a private company and not subject to the same filing requirements as publicly held companies under the Securities Exchange Act of 1934, the company will continue to file certain information with the SEC about material business matters as well as provide certain disclosures about the company’s financial status and key indicators of the company’s progress.

Upon the completion of the third quarter 2009 and finalization of GM’s accounting records, the new company will file a Form 8-K with quarterly information for the three- and nine-month periods ending September 30, 2009. The financial and related information will be consistent with information used by management to assess operating results for the period but will not comply with GAAP, as it will not incorporate “fresh start” accounting and other adjustments related to the recently concluded 363 sale.

In 2010 GM plans to file a fully compliant Form 10 to register its common stock under Section 12 of the Exchange Act, as well as fully compliant Forms 10-Q and 10-K, including GAAP compliant financials, for the periods ending September 30, 2009 and December 31, 2009 respectively.

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GM strives to ensure that all of the information contained in a press release is accurate at the time it is issued.

Spokeswoman Renee Rashid-Merem said GM won’t file the second-quarter earnings because of the extensive work still needed to set up the books for the new company. The new company also needs to finish accounting changes made necessary by selling its good assets to the new company.