-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iFN4JCNyq+cq72ttkM1bDKdNcr5QrzdPWXTeqTeqORRAVipxBPDGg2dyRpcqKxdo EXUqme3gEtmrQA7o4J6XTg== 0000315066-95-002670.txt : 19950511 0000315066-95-002670.hdr.sgml : 19950511 ACCESSION NUMBER: 0000315066-95-002670 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950509 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 95535558 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 SCHEDULE 13G - 5-10-95 - ***CORRECTED FILING*** SEE FOLLOWING ATTACHMENT. SCHEDULE 13G Amendment No. 1 General Motors Corporation Class E Common Stock Cusip # 370442402 Filing Fee: No Cusip # 370442402 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: Commonwealth of Massachusetts Item 5: 754,763 Item 6: None Item 7: 4,311,894 Item 8: None Item 9: 4,311,894 Item 11: 1.61% - ***CORRECTED FILING*** SEE FOLLOWING ATTACHMENT. Item 12: HC Cusip # 370442402 Item 1: Reporting Person - Edward C. Johnson 3d - (Tax ID: ###-##-####) Item 4: United States of America Item 5: None Item 6: None Item 7: 4,311,894 Item 8: None Item 9: 4,311,894 Item 11: 1.61% - ***CORRECTED FILING*** SEE FOLLOWING ATTACHMENT. Item 12: IN ATTACHMENT PLEASE NOTE ***CORRECTED FILING*** Due to an incorrect shares outstanding figure for General Motors Class E common stock supplied to Fidelity by an outside vendor, a Securities and Exchange Commission 13G filing for the period ended March 31, 1995, misstated Fidelity Investments' percentage ownership. Therefore, the attached Securities and Exchange Commission 13G amended filing for the period ended March 31, 1995 reflects the correct percentage ownership of 1.61%. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: General Motors Corporation Item 1(b). Name of Issuer's Principal Executive Offices: 3044 West Grand Blvd. Detroit, MI 48202-3091 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Class E Common Stock Item 2(e). CUSIP Number: 370442402 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 4,311,894 (b) Percent of Class: 1.61% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 754,763 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 4,311,894 (iv) shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person is not the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A, B, and C. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons were not the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons had no reporting obligation under section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp's beneficial ownership of the Class E common stock of General Motors Corporation at March 31, 1995 is true, complete and correct. May 10, 1995 Date /s/Arthur S. Loring Signature Arthur S. Loring, Vice President Name/Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,854,581 shares or 1.06% of the Class E common stock outstanding of General Motors Corporation ("the Company") as a result of acting as investment adviser to several investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Class E common stock of General Motors Corporation owned by the investment companies at March 31, 1995 included 281,481 shares of Class E common stock resulting from the assumed conversion of 200,200 shares of the 3.25% Convertible Preferred Stock (1.406 shares of Class E common stock for each share of the 3.25% Convertible Preferred Stock). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the Funds each has sole power to dispose of the 2,854,581 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 1,380,313 shares or 0.51% of the Class E common stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). The number of shares of Class E common stock of General Motors Corporation owned by the institutional account(s) at March 31, 1995 included 703 shares of Class E common stock resulting from the assumed conversion of 500 shares of the 3.25% Convertible Preferred Stock described above. Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, has sole dispositive power over 1,380,313 shares and sole power to vote or to direct the voting of 677,763 shares, and no power to vote or to direct the voting of 702,550 Shares of Class E common stock owned by the institutional account(s) as reported above. Edward C. Johnson 3d and Abigail P. Johnson each own 24.9% of the outstanding voting common stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. Various Johnson family members and trusts for the benefit of Johnson family members own FMR Corp. voting common stock. These Johnson family members, through their ownership of voting common stock and the execution of a family shareholders' voting agreement, form a controlling group with respect to FMR Corp. Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies (the "International Funds") and certain institutional investors. Fidelity International Limited is the beneficial owner of 77,000 shares or 0.03% of the Class E common stock outstanding of the Company. Additional information with respect to the beneficial ownership of Fidelity International Limited is shown on Exhibit B, page 10. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to instructions in Item 7 of Schedule 13G, this Exhibit has been prepared to identify Fidelity International Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, a Bermudian joint stock company incorporated for an unlimited duration by private act of the Bermuda Legislature (FIL) and an investment adviser to various investment companies (the "International Funds") and certain institutional investors, as a beneficial owner of the 77,000 shares or 0.03% of the Class E common stock outstanding of General Motors Corporation. Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR Corp. On that date, the shares of FIL held by Fidelity were distributed, as a dividend, to the shareholders of FMR Corp. FIL currently operates as an entity independent of FMR Corp. and Fidelity. The International Funds and FIL's other clients, with the exception of Fidelity and an affiliated company of Fidelity, are non-U.S. entities. A partnership controlled by Edward C. Johnson 3d and members of his family owns shares of FIL voting stock with the right to cast approximately 47.22% of the total votes which may be cast by all holders of FIL voting stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL are separate and independent corporate entities. FMR Corp. and FIL are managed independently and their Boards of Directors are generally composed of different individuals. Other than when one serves as a subadviser to the other, their investment decisions are made independently, and their clients are different organizations. FMR Corp. and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934" Act) and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the view that the shares held by the other corporation need not be aggregated for purposes of Section 13(d). However, FMR Corp. is making this filing on a voluntary basis as if all of the shares are beneficially owned by FMR Corp. and FIL on a joint basis. FIL may continue to have the International Funds or other accounts purchase shares subject to a number of factors, including, among others, the availability of shares for sale at what FIL considers to be reasonable prices and other investment opportunities that may be available to the International Funds. FIL intends to review continuously the equity position of the International Funds and other accounts in the Company. Depending upon its future evaluations of the business and prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, FIL may determine to cease making additional purchases of shares or to increase or decrease the equity interest in the Company by acquiring additional shares, or by disposing of all or a portion of the shares. FIL does not have a present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale or transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. FIL has the sole power to vote and the sole power to dispose of 77,000 shares. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on May 10, 1995, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Class E common stock of General Motors Corporation at March 31, 1995. FMR Corp. By /s/Arthur S. Loring Arthur S. Loring Vice President - Legal Edward C. Johnson 3d By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 5/17/89 On File with Schedule 13G for Airborne Freight Corp. 9/10/91 Fidelity Management & Research Company By /s/Arthur S. Loring Arthur S. Loring Sr. V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----