-----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, RQtnnlxHaF+v8ArrCyDCxkyI7M1fSBipayrizl+3XmrCbBC4iBts4dCdmH2sbDSR wbZPYLObzmWdfOzRqHc3Qw== 0000909518-95-000063.txt : 19950414 0000909518-95-000063.hdr.sgml : 19950414 ACCESSION NUMBER: 0000909518-95-000063 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950410 SROS: NYSE 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: 95527984 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCE COMMITTEE OF THE BOARD OF DIRECTORS OF GM CENTRAL INDEX KEY: 0000900749 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O R CHARLES T S CHAMPIONJ STREET 2: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 13G AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------- (Amendment No. 1)* General Motors Corporation -------------------------------------------------------------------------- (Name of Issuer) Class E Common Stock, 370442 24 2 par value $.10 per share ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) ------------- Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) (Page 1 of 8 Pages) CUSIP No. 370442 24 2 13G Page 2 of 8 1 NAME OF REPORTING PERSONS: S.S. OR I.R.S. Finance Committee of the IDENTIFICATION NO. OF ABOVE Board of Directors of General PERSONS: Motors Corporation, as named fiduciary of certain pension funds. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A N/A GROUP:* (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF N/A ORGANIZATION: NUMBER OF 5 SOLE VOTING POWER: N/A SHARES BENEFICIALLY 6 SHARED VOTING POWER: 200,282,820** OWNED BY EACH 7 SOLE DISPOSITIVE N/A REPORTING POWER: PERSON WITH 8 SHARED DISPOSITIVE 200,282,820** POWER: 9 AGGREGATE AMOUNT 200,282,820** BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A EXCLUDES CERTAIN SHARES:* [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 45.6%** (9): 12 TYPE OF REPORTING 00 PERSON:* * SEE INSTRUCTIONS BEFORE FILLING OUT! ** See Item 4. ITEM 1. NAME OF ISSUER AND ADDRESS (a)-(b) This statement relates to the Class E Common Stock of General Motors Corporation ("GM"). The address of the principal executive offices of GM is 3044 West Grand Boulevard, Detroit, Michigan 48202. ITEM 2. IDENTITY OF PERSON FILING (a)-(c) This statement is being filed by the Finance Committee (the "Committee") of the Board of Directors of GM, in its capacity as named fiduciary in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with respect to the General Motors Hourly-Rate Employees Pension Plan (the "Hourly Plan") and the General Motors Retirement Program for Salaried Employees (the "Salaried Plan" and, collectively with the Hourly Plan, the "Plans"). The current members of the Committee are Charles T. Fisher, III, J. Willard Marriott, Jr., Edmund T. Pratt, John F. Smith, Jr., Thomas H. Wyman and, ex officio, John G. Smale, each of whom is a Director of GM -- ------- and a U.S. citizen. The address of the Committee's principal business office is 3044 West Grand Boulevard, Detroit, Michigan 48202. (d)-(e) The title of the class of securities reported on herein is Class E Common Stock, par value $.10 per share ("Class E Common Stock"), of GM. The CUSIP No. for such shares is 370442 24 2. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) Broker or Dealer registered under Section 15 of the Act -- (b) Bank as defined in section 3(a)(6) of the Act -- (c) Insurance Company as defined in section 3(a)(19) of the Act -- (d) Investment Company registered under section 8 of the -- Investment Company Act (e) Investment Adviser registered under section 203 of the -- Investment Advisers Act of 1940 (f) X Employee Benefit Plan, Pension Fund which is subject -- to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F) (g) Parent Holding Company, in accordance with section 240.13d- -- 1(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with section 240.13d-1(b)(1)(ii)(H) -- Page 3 of 8 pages NYFS05...:\40\72240\0208\114\SCH4055P.360 ITEM 4. OWNERSHIP (a)-(c) Subject to the discussion below, as of March 31, 1995, the Committee may be deemed the beneficial owner, on behalf of the Plans (as defined in Item 2 above), for purposes of Sections 13(d) and 13(g) of the Act of a total of 200,282,820 shares of Class E Common Stock, representing approximately 45.6% of the shares of Class E Common Stock outstanding, as to all of which shares the Committee may be deemed to share the power to direct the voting or disposition thereof. The Committee is the named fiduciary of the Plans and in such capacity has the power to appoint investment managers for holdings of GM securities contributed to the Plans. On November 4, 1992, pursuant to an Exchange and Registration Agreement with GM, the Plans acquired from GM 26,098,448 shares of Class E Common Stock, which then represented approximately 11% of the issued and outstanding shares of Class E Common Stock, and also received a cash payment, all in exchange for certain shares of preference stock of GM previously contributed by GM to and then owned by the Plans. The Prudential Insurance Company of America ("Prudential") had previously been appointed by the Committee as investment manager for the Plans with respect to such preference stock and Prudential acted for the Plans in such exchange and continued as investment manager with responsibility for the shares of Class E Common Stock issued in exchange therefor. Pursuant to the terms of such appointment, Prudential had the power to vote and dispose of such shares of Class E Common Stock held by the Plans (until September 1, 1993). The Committee did not direct Prudential with respect to the acquisition of such Class E Common Stock or subsequently with respect to the voting thereof or the disposition or continued ownership thereof by the Plans. On September 1, 1993, Bankers Trust Company ("Bankers Trust") succeeded Prudential as trustee and investment manager for the Plans with respect to such shares of Class E Common Stock, by appointment by the Committee. Pursuant to the terms of such appointment, Bankers Trust had the power to vote and dispose of such shares of Class E Common Stock held by the Plans (until March 13, 1995). The Committee did not direct Bankers Trust with respect to the voting or the disposition or continued ownership by the Plans of such shares of Class E Common Stock. On March 13, 1995, GM contributed to the Hourly Plan 173,163,187 shares of Class E Common Stock, constituting approximately 39.5% of the then outstanding shares of Class E Common Stock. The Committee had appointed United States Trust Company of New York ("U.S. Trust") to act for the Hourly Plan in connection with such contribution and on March 13, 1995, pursuant to such appointment, U.S. Trust became trustee and investment manager for the Hourly Plan with respect to such shares and also with respect to 16,924,032 shares of Class E Common Stock then held in trust for the Hourly Plan and managed by Bankers Trust, as discussed above. Bankers Trust continued as trustee and investment manager on behalf of the Salaried Plan for the 9,174,416 shares of Class E Common Stock it then held in trust for the Salaried Plan. Accordingly, on March 13, 1995, U.S. Trust had the power to vote and dispose of 190,087,219 shares of Class E Common Stock owned by the Hourly Plan, representing approximately 43.3% of the outstanding shares of Class E Common Stock, and Bankers Trust had the power to vote and dispose of 9,174,416 shares of Class E Common Stock owned by the Salaried Plan, representing approximately 2.1% of the outstanding shares of Class E Common Stock. At March 31, 1995, U.S. Trust and Bankers Trust continued to have the power to vote and to dispose of such shares, representing approximately the same percentage of the shares of Class E Common Stock outstanding at such date as at March 13, 1995. In addition, at March 31, 1995 various other independent investment managers for the Plans, who were appointed to act for the Plans by General Motors Investment Management Corporation ("GMIMCo"), a wholly-owned subsidiary of GM retained by the Committee to furnish certain investment management and administrative functions for the Plans, had the power to vote and dispose of a total of 541,800 shares of Class E Common Stock owned by the Plans and certain shares of Page 4 of 8 pages preference stock of GM that are convertible into 479,385 shares of Class E Common Stock, representing together approximately 0.2% of the shares of Class E Common Stock that would be outstanding upon conversion of such shares of preference stock. Although the Committee does not exercise voting or dispositive powers with respect to the Class E Common Stock owned by the Plans, it may be deemed to be the beneficial owner, on behalf of the Plans, for purposes of Sections 13(d) and 13(g) of the Act of the shares of Class E Common Stock held in trust for the Plans by U.S. Trust and Bankers Trust because it has the right under certain circumstances to terminate within 60 days the appointment of U.S. Trust and/or Bankers Trust as trustees and investment managers for the Hourly Plan and Salaried Plan, respectively, with respect to such shares. In addition, although the Committee does not exercise voting or dispositive powers with respect to the other shares of Class E Common Stock or the shares of GM preference stock convertible into shares of Class E Common Stock owned by the Plans and managed by other independent investment managers appointed by GMIMCo, it may be deemed to be the beneficial owner on behalf of the Plans for purposes of Sections 13(d) and 13(g) of the Act of such shares of Class E Common Stock because it has the power under certain circumstances to cause GMIMCo to terminate such appointments within 60 days. Notwithstanding the foregoing, the filing of this statement is not an admission that the Committee is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement and such beneficial ownership is disclaimed. 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 has ceased to be a beneficial owner of more than five percent of the class of securities, check the following . --- ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Any dividends received in respect of the Class E Common Stock reported herein as well as the proceeds of any sale thereof are for the benefit of the Hourly Plan or the Salaried Plan, as the case may be. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A Page 5 of 8 pages ITEM 10. CERTIFICATION The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 10, 1995 ---------------------------- Date /s/ R. Charles Tschampion ---------------------------- Signature R. Charles Tschampion, Managing Director, Investment Strategy & Asset Allocation and Representative of the Finance Committee of the Board of Directors of General Motors Corporation -------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 6 of 8 pages EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 1 Secretary's Certificate signed by Peter X. Sickinger and Patricia M. McDonald, dated April 10th, 1995. Page 7 of 8 pages EX-1 2 SECRETARY'S CERTIFICATE EXHIBIT 1 SECRETARY'S CERTIFICATE The undersigned, Peter X. Sickinger, Assistant Secretary of General Motors Corporation ("GM"), and Patricia M. McDonald, Secretary of General Motors Investment Management Corporation ("GMIMCo"), a wholly- owned subsidiary of GM, do hereby certify that R. Charles Tschampion is Managing Director, Investment Strategy & Asset Allocation of GMIMCo and has been authorized as a representative of the Finance Committee of the Board of Directors of GM to sign on behalf of the Finance Committee Amendment No. 1 dated on or about the date hereof to the Schedule 13G under the Securities Exchange Act of 1934 filed on behalf of the Finance Committee on or about February 22, 1993, and any future amendment thereto. IN WITNESS WHEREOF, I have signed this Certificate this 10th day of April, 1995. /s/ Peter X. Sickinger -------------------------- Peter X. Sickinger Assistant Secretary of General Motors Corporation /s/ Patricia M. McDonald -------------------------- Patricia M. McDonald Secretary of General Motors Investment Management Corporation Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----