-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPo3C4Vcw58c4Mc2VXW02kSEKX47jQALptpQ8xkaccANazBdv7IX00mbIT6z+5Vc bIEn29bJUiSTni7WB6P1fQ== 0000909518-96-000033.txt : 19960216 0000909518-96-000033.hdr.sgml : 19960216 ACCESSION NUMBER: 0000909518-96-000033 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 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: 96519724 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153-0075 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 TSCHAMPION STREET 2: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2124183509 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 SCHEDULE 13G AMEND NO. 3 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. 3)* 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 5 Pages) CUSIP No. 370442 24 2 13G Page 2 of 5 1 NAME OF REPORTING Finance Committee of the Board of PERSONS: Directors of General Motors Corporation, as named fiduciary of certain pension funds. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: 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: 157,455,371** OWNED BY EACH 7 SOLE DISPOSITIVE N/A REPORTING POWER: PERSON WITH 8 SHARED DISPOSITIVE 157,455,371** POWER: 9 AGGREGATE AMOUNT 157,455,371** 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 35.9%** (9): 12 TYPE OF REPORTING 00 PERSON:* * SEE INSTRUCTIONS BEFORE FILLING OUT! ** See Item 4. ITEM 4. OWNERSHIP (a)-(c) Subject to the discussion below, as of December 31, 1995, the Committee may be deemed the beneficial owner, on behalf of the Plans (as defined in Item 2 of this information statement), for purposes of Sections 13(d) and 13(g) of the Act of a total of 157,455,371 shares of Class E Common Stock, representing approximately 35.9% of the shares of Class E Common Stock outstanding or deemed 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 (in accordance with ERISA) 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 shares of 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 then 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 then outstanding shares of Class E Common Stock. The Committee's deemed beneficial ownership at March 31, 1995 of the shares of Class E Common Stock owned by the Plans and managed by U.S. Trust, Bankers Trust and various other independent investment managers for the Plans was reported on the Committee's Amendment No. 1 dated April 10, 1995 to its Schedule 13G information statement respecting Class E Common Stock. On June 14 and 15, 1995, the Hourly Plan, as directed by U.S. Trust, sold a total of 40,550,000 shares of Class E Common Stock (thereby reducing the Hourly Plan's ownership of shares of Class E Common Stock by Page 3 of 5 Pages more than 5% of such shares outstanding) and the Salaried Plan, as directed by Bankers Trust, sold a total of 2,000,000 shares of Class E Common Stock, in each case pursuant to a registered public offering. The Committee did not direct U.S. Trust or Bankers Trust with respect to such sales of shares of Class E Common Stock. The Committee's deemed beneficial ownership at June 30, 1995 of the shares of Class E Common Stock owned by the Plans and managed by U.S. Trust, Bankers Trust and various other independent investment managers for the Plans was reported on the Committee's Amendment No. 2 dated July 7, 1995 to its Schedule 13G information statement respecting Class E Common Stock. In addition, at about this time, the Salaried Plan, as directed by Bankers Trust, sold 106,000 shares of Class E Common Stock to another GM employee benefit plan. The Committee did not direct Bankers Trust with respect to such disposition of such shares of Class E Common Stock. At December 31, 1995, U.S. Trust had the power to vote and dispose of 149,537,219 shares of Class E Common Stock owned by the Hourly Plan, representing approximately 34.1% of the then outstanding shares of Class E Common Stock, and Bankers Trust had the power to vote and dispose of 7,068,416 shares of Class E Common Stock owned by the Salaried Plan, representing approximately 1.6% of the then outstanding shares of Class E Common Stock. In addition, at December 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 perform certain investment management and administrative functions for the Plans, had the power to vote and dispose of a total of 400,900 shares of Class E Common Stock owned by the Plans and certain shares of preference stock of GM that are convertible into 448,836 shares of Class E Common Stock, representing together approximately 0.2% of the shares of Class E Common Stock that would then 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 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. Page 4 of 5 Pages 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. February 14, 1996 -------------------------------- 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) ____________________________ * Certification of authorization to sign this statement has been filed as Exhibit 1 to the reporting person's Amendment No. 1 dated April 10, 1995 to its Schedule 13G information statement respecting Class E Common Stock. Page 5 of 5 Pages NYFS05...:\40\72240\0208\114\SCH4055P.36C -----END PRIVACY-ENHANCED MESSAGE-----