mm03-1710_8ka1.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549-1004
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) March 11, 2010
MOTORS
LIQUIDATION COMPANY
(Exact Name of
Registrant as Specified in its Charter)
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1-43
(Commission
File Number)
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DELAWARE
(State
or other jurisdiction of
incorporation)
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38-0572515
(I.R.S.
Employer
Identification
No.)
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500
Renaissance Center, Suite 1400, Detroit, Michigan
(Address
of Principal Executive Offices)
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48243
(Zip
Code)
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(313) 486-4044
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
7.01 Regulation
FD Disclosure.
On March 12, 2010, Motors Liquidation
Company (the “Company”) filed a Current Report on Form 8-K (the “Prior
8-K”) disclosing the Company’s filing on March 11, 2010 of their
unaudited Monthly Operating Report for the month ending January 31, 2010 (the
“Monthly Operating Report”) with the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”) (jointly administered
proceedings, In re Motors
Liquidation Company, et al., f/k/a General Motors Corp., et
al., Case Number 09-50026 (REG)). Page one of Exhibit 99.1 to
the Prior 8-K mistakenly identified the Monthly Operating Report as covering the
month ending on “November 30, 2009”. The Monthly Operating Report
instead covered the month ending on “January 31, 2010”, as correctly stated in
the Monthly Operating Report filed with the Bankruptcy Court. A
corrected copy of the Monthly Operating Report is contained in the attached
Exhibit 99.1 and is incorporated herein by reference. This Current
Report on Form 8-K (including the Exhibits hereto) shall not be deemed an
admission as to the materiality of any information required to be disclosed
herein.
Cautionary
Statements Regarding Financial and Other Data
Upon the closing of the sale of
substantially all of the Company’s assets to General Motors Company pursuant to
Section 363(b) of the United States Bankruptcy Code on July 10, 2009, the
Company ceased to have material operations. It is the Company’s
strong belief that there will be no value at all for common stockholders in the
bankruptcy liquidation process, even under the most optimistic of
scenarios.
The Company cautions investors and
potential investors not to place undue reliance upon the information contained
in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of the Company. The Monthly Operating Report has been prepared solely for the
purpose of complying with the Operating Guidelines and Reporting Requirements
for Debtors in Possession and Trustees (Revised 2/1/08) established by the
Office of the United States Trustee for the Southern District of New York in
accordance with 28 U.S.C. § 586(a)(3). The Monthly Operating Report
is limited in scope and only covers a limited time period.
The financial statements in the Monthly
Operating Report were not audited or reviewed by independent accountants and
were not prepared in accordance with accounting principles generally accepted in
the United States of America (GAAP). The Monthly Operating Report presents
condensed financial information of the Debtors.
There can be no assurance that, from
the perspective of an investor or potential investor in the Company’s
securities, the Monthly Operating Report is complete. The Monthly Operating
Report may be subject to future adjustment and reconciliation. The Monthly
Operating Report also contains information for periods which are shorter or
otherwise different from those required in the Company’s reports pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such
information might not be indicative of the Company’s financial condition or
operating results for the period that would be reflected in the Company’s
financial statements or in its reports pursuant to the Exchange Act. The
information set forth in the Monthly Operating Report should not be viewed as
indicative of future results.
Limitation
on Incorporation by Reference
In accordance with General Instruction
B.2 of Form 8-K, the information in this Item 7.01 is being furnished for
informational purposes only and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as otherwise
expressly stated in such filing. The filing of this Form 8-K shall not be deemed
an admission as to the materiality of any information herein that is required to
be disclosed solely by Regulation FD.
Cautionary
Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and
Exhibit 99.1 hereto may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to the
Company’s financial condition, results of operations, and business that is not
historical information. As a general matter, forward-looking
statements are those focused upon future or anticipated events or trends and
expectations and beliefs relating to matters that are not historical in
nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,”
or “anticipate” and similar expressions, as well as future or conditional verbs
such as “will,” “should,” “would,” and “could,” often identify forward-looking
statements. The Company believes there is a reasonable basis for its
expectations and beliefs, but they are inherently uncertain, and the Company may
not realize its expectations and its beliefs may not prove
correct. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events, or otherwise. The Company’s actual results and future
financial condition may differ materially from those described or implied by any
such forward-looking statements as a result of many factors that may be outside
the Company’s control. Such factors include, without limitation: (i) the ability
of the Company to develop, prosecute, confirm, and consummate its plan of
liquidation with respect to the Company’s chapter 11 proceedings or any other
plan of liquidation; (ii) the Company’s ability to obtain Bankruptcy Court
approval with respect to motions in the Company’s chapter 11 proceedings; (iii)
risks associated with third parties seeking and obtaining court approval for the
appointment of a chapter 11 trustee; and (iv) the potential adverse impact of
the Company’s chapter 11 proceedings on the Company’s liquidity or
results. This list is not intended to be exhaustive.
The
Company’s informational filings with the Court, including the Monthly Operating
Report and additional information about the Debtors’ filing under chapter 11 of
title 11 of the United States Code, are available to the public at the office of
the Clerk of the Bankruptcy Court, Alexander Hamilton Custom House, One Bowling
Green, New York, New York 10004-1408. Such informational filings may
be available electronically, for a fee, through the Court’s Internet world wide
web site (www.nysb.uscourts.gov),
and/or free of cost, at a world wide web site maintained by the Company's
Court-approved noticing agent (www.motorsliquidationdocket.com).
ITEM
9.01 Financial
Statements and Exhibits
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Number
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Description
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99.1
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Motors
Liquidation Company Monthly Operating Report for the month ending January
31, 2010, filed with the United States Bankruptcy Court for the Southern
District of New York on March 11,
2010
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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.
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MOTORS
LIQUIDATION COMPANY
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(Registrant)
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March
17, 2010
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By:
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/s/ James
Selzer
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(Date)
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James
Selzer
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Vice
President and Treasurer
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EXHIBIT
INDEX
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99.1
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Motors
Liquidation Company Monthly Operating Report for the month ending January
31, 2010, filed with the United States Bankruptcy Court for the Southern
District of New York on March 11,
2010
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