GM Files Supplemental Exchange Offer Prospectus



    DETROIT, May 19 /CNW/ -- General Motors (NYSE:   GM) today filed a
prospectus supplement with the Securities and Exchange Commission relating to
its exchange offers for $27 billion of its unsecured public notes and the
related consent solicitations that were commenced on April 27, 2009.
    The prospectus supplement, which amends the information in GM's
Registration Statement on Form S-4 dated April 27, 2009 and GM's Tender Offer
Statement on Schedule TO filed on that date, includes:
    
    --  GM's unaudited historical and unaudited pro forma financial data for
        the first quarter of 2009 and GM's pro forma financial data for the
        year ended December 31, 2008;
    --  GM's updated historical financial data for the years ended December
31,
        2008, 2007, 2006, 2005 and 2004 reflecting a change in the
organization
        and presentation of financial information and the adoption of certain
        accounting pronouncements;
    --  Additional disclosures relating to the forbearance, waiver and
        extension provisions for the 1.50% Convertible Series D Senior
        Debentures tendered in the exchange offers;
    --  Updated disclosures relating to withdrawal rights;
    --  Updates for recent GM business developments;
    --  Updated disclosures relating to bankruptcy alternatives that GM is
        considering in the event that it does not receive prior to June 1,
2009
        enough tenders of notes to consummate the exchange offers;
    --  Additional disclosures relating to the calculation of the maximum
        number of shares of GM's common stock to be issued to the U.S.
Treasury
        and the UAW healthcare VEBA in connection with the exchange offers;
and

    --  An updated list of documents filed with the Securities and Exchange
        Commission that are incorporated by reference in the prospectus.
    
    Except for the changes described in the prospectus supplement, all other
terms of the exchange offers remain the same as in the original prospectus.
    


    For More Information Regarding the Exchange Offer

    
    The exchange offers and consent solicitations are being made to holders
of GM's outstanding unsecured notes solely upon the terms and subject to the
conditions set forth in the Registration Statement on Form S-4 dated April 27,
2009 (as amended and/or supplemented), which includes a combined prospectus
and proxy statement and information in accordance with the disclosure
requirements of the tender offer rules of the Securities and Exchange
Commission (SEC) that likewise is reflected in GM's Schedule TO dated April
27, 2009 (as amended and/or supplemented), and the related letter of
transmittal (or form of electronic instruction notice, in the case of notes
held through Euroclear or Clearstream), as amended by the prospectus
supplement filed today and as each may be further amended from time to time
(collectively, the Exchange Offer Documents). GM strongly encourages you to
carefully read the Exchange Offer Documents (including all amendments and
supplements thereto) and other documents relating to the exchange offers that
have been filed (or will be filed) with the SEC, because they contain
important information regarding the proposed transaction. Noteholders can
access free copies of the Exchange Offer Documents at the SEC's website (at
www.sec.gov), and at GM's website (at
http://www.gm.com/corporate/investor_information). Any requests for paper
copies of any of these Exchange Offer Documents (including any amendment or
supplement thereto) should be directed to D.F. King & Co., the Information and
Solicitation Agent, by mail at 48 Wall Street, 22nd floor, New York, NY 10005,
and by telephone at (800) 769-7666.

    GM and its directors and executive officers and other members of
management and employees may be deemed participants in the solicitation of
proxies with respect to the consent solicitations. Information regarding the
interests of these directors and executive officers in the consent
solicitations is included in the documents described above. Additional
information, including information regarding GM's directors and executive
officers, is available in GM's Annual Report on Form 10-K, which was filed
with the SEC on March 5, 2009 and can be obtained without charge at
www.sec.gov.
    

    Cautionary Statement

    
    A registration statement relating to the securities offered in the
exchange offers has been filed with the SEC but has not yet become effective.
The securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. The exchange offers and
consent solicitations are not being made to (nor will tenders be accepted from
or on behalf of) holders of notes in any jurisdiction where the offers or the
acceptance thereof would not be in compliance with the securities or other
laws of such jurisdiction.

    The securities being offered in exchange for the notes are being offered
and will be issued outside the United States only to holders who are "non-U.S.
qualified offerees" (as defined in the U.S. prospectus included in the
Exchange Offer Documents). Offers to holders in the United Kingdom, Austria,
Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain and
Switzerland will be made only pursuant to the prospectus dated April 27, 2009
(as amended and/or supplemented), including any documents incorporated by
reference into the prospectus, as approved by the United Kingdom Listing
Authority as competent authority under EU Directive 2003/71/EC, which will
incorporate the U.S. prospectus included in the Exchange Offer Documents (as
amended and/or supplemented) and will indicate on the front cover thereof that
it can be used for such offers. Holders outside of these jurisdictions (and
the United States) are authorized to participate in the exchange offers and
consent solicitations, as described in the "Non-U.S. Offer Restrictions"
section of the U.S. prospectus included in the Exchange Offer Documents. In
Canada, the exchange offers will only be made to non-US qualified offerees (as
defined in the Exchange Offer Documents) and only pursuant to the Canadian
Offering Memorandum dated April 27, 2009, which incorporates the U.S.
prospectus included in the Exchange Offer Documents (as amended and/or
supplemented). Holders of old notes resident in Canada should contact the
Solicitation and Information Agent for a copy of the Canadian Offering
Memorandum.
    


    Forward Looking Statements

    
    This document contains "forward-looking statements." Such statements are
based on the current expectations and assumptions of GM management, and as
such involve a number of risks, uncertainties and other factors that could
cause actual results to differ materially from those now anticipated -- both
in connection with the proposed exchange offers and consent solicitations, and
GM's business and financial prospects -- including (without limitation) those
set forth in the prospectus filed with the SEC as part of GM's Registration
Statement on Form S-4 dated April 27, 2009 (as amended and/or supplemented),
as well as GM's Tender Offer Statement on Schedule TO dated April 27, 2009 (as
amended and/or supplemented). To better understand these risks and
uncertainties, holders of notes and other readers are encouraged to read
carefully the Exchange Offer Documents (as amended and/or supplemented), GM's
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which
was filed March 5, 2009, GM's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2009 which was filed on May 8, 2009, GM's Current
Report on Form 8-K filed on May 13, 2009 and other GM filings with the SEC,
all of which can be accessed free of charge at the websites of the SEC
(www.sec.gov) and GM (at http://www.gm.com/corporate/investor_information).

    General Motors Corp. (NYSE:   GM), one of the world's largest automakers,
was founded in 1908, and today manufactures cars and trucks in 34 countries.
With its global headquarters in Detroit, GM employs 243,000 people in every
major region of the world, and sells and services vehicles in some 140
countries. In 2008, GM sold 8.35 million cars and trucks globally under the
following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer,
Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's largest national market
is the United States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader in vehicle
safety, security and information services.  More information on GM can be
found at www.gm.com.
    






    




For further information:

For further information: Julie M. Gibson of GM Financial Communications,
+1-212-418-6381, Julie.m.gibson@gm.com, or Renee Rashid-Merem of GM
Communications, +1-313-665-3128, Renee.rashid-merem@gm.com; or for Investor
inquiries:  D.F. King for General Motors Corp., In North America:
1-800-769-7666, In Europe: 00-800-5464-5464, gm@dfking.com

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