-----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, gwZFxfEINhDFIT0mtTomnLjJ/3qH/xCre1+uFJ/E45tWxzwYcIToP6YruG2zXgnF l6dKIUdcVyvTdPnHgAimAQ== 0000950142-94-000096.txt : 19941014 0000950142-94-000096.hdr.sgml : 19941014 ACCESSION NUMBER: 0000950142-94-000096 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941013 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: 3711 IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 94552596 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES HOWARD MEDICAL INSTITUTE CENTRAL INDEX KEY: 0000810386 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4000 JONES BRIDGE ROAD CITY: CHEVY CHASE STATE: MD ZIP: 20815-6789 BUSINESS PHONE: 3012158500 SC 13D 1 FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) GENERAL MOTORS CORPORATION (Name of Issuer) Class H Common Stock, par value $0.10 per share (Title of Class of Securities) 370442 50 1 (CUSIP Number) Joan S. Leonard, Esq., Vice President, General Counsel and Secretary Howard Hughes Medical Institute 4000 Jones Bridge Road, Chevy Chase, MD 20815 Tel. No. (301) 215-8841 (Name, Address and Telephon Number of Person Authorized to Receive Notices and Communications) October 12, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box __. Check the following box if a fee is being paid with the statement __. (A fee is not required only if the reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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 ("Act") 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). SCHEDULE 13D CUSIP No. 370442 501 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Howard Hughes Medical Institute 59-0735717 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)__ (b)__ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 20,050,600 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH 9 SOLE DISPOSITIVE POWER 21,038,300 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,050,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8% 14 TYPE OF REPORTING PERSON CO Page 3 of 7 Item 1. Security and Issuer. Unchanged. Item 2. Identity and Background. Unchanged, except that Exhibit A is deleted in its entirety and is replaced by Exhibit A to this Statement, which sets forth the name, business address, and present principal occupation or employment (and the name, principal business, and address of any corporation or other organization in which such employment is conducted) of each of the trustees and executive officers of Howard Hughes Medical Institute ("HHMI"). Item 3. Source and Amount of Funds or Other Consideration. Unchanged. Item 4. Purpose of Transaction. Unchanged, except as follows (capitalized terms used in this Amendment No. 9 to Schedule 13D and not defined herein have the meaning assigned to them in the Schedule 13D and amendments thereto previously filed by the Institute with respect to its holdings of Class H Stock, in the Class H Stock Agreement, as amended, or in the 1992 Agreement): Since the filing of Amendment No. 9 to Schedule 13D, the Institute has disposed of 987,700 Core Shares and now holds 5,050,600 Core Shares as part of its core investment portfolio and makes decisions from time to time with respect to the retention or disposition thereof in the same manner as it deals with other securities in its portfolio. Item 5. Interest in Securities of the Issuer. (a) HHMI owns beneficially 20,050,600 shares of Class H Stock, or approximately 21.7% of the 92,268,354 shares of Class H Stock reported to be outstanding on the cover page of GM's most recent quarterly report for the quarter ended June 30, 1994. To the best of HHMI's knowledge, none of the other persons named or referred to in the response to Item 2 hereof beneficially owns any shares of Class H Stock. (b) Unchanged. (c) Within the last 60 days, no transactions in shares of Class H Stock were effected by HHMI or, to the best of HHMI's knowledge, by any of the persons named or referred to in response to Item 2 hereof, except the following open market sales on the Page 4 of 7 New York Stock Exchange of Core Shares by HHMI: Date Number of Price Per Shares Share August 29, 1994 5,000 $37.50 August 30, 1994 46,000 37.50 September 1, 1994 57,500 37.50 September 19, 1994 36,900 37.70 September 22, 1994 100,000 37.50 September 30, 1994 20,000 37.69 October 11, 1994 57,000 37.52 October 12, 1994 105,000 37.51 (d) and (e) Unchanged. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Unchanged. Item 7. Material to be Filed as Exhibits. The following Exhibit is filed with this Amendment No. 9: Trustees and Executive Officers of HHMI (Exhibit A) Page 5 of 7 SIGNATURE After reasonable inquiry, and to be best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 13, 1994 HOWARD HUGHES MEDICAL INSTITUTE By:Joan S. Leonard Joan S. Leonard, Esq. Vice President, General Counsel and Secretary Page 6 of 7 EXHIBIT A TRUSTEES OF HOWARD HUGHES MEDICAL INSTITUTE Irving S. Shapiro, Esq., Chairman William R. Lummis, Esq. Of Counsel Chairman of the Board of Directors Skadden, Arps, Slate, Meagher & Flom SUMMA Corporation P.O. Box 636 Suite 4525 One Rodney Square 4200 Texas Commerce Tower Wilmington, DE 19801 600 Travis Houston, TX 77002 George W. Thorn, M.D. Mr. James D. Wolfensohn Chairman Emeritus President Howard Hughes Medical Institute James D. Wolfensohn, Inc. Children's Hospital 599 Lexington Avenue, 40th Floor Enders Building, Room 650 New York, NY 10022 320 Longwood Avenue Boston, MA 02115 Alexander G. Bearn, M.D. Adjunct Professor The Rockefeller University 1230 York Avenue New York, NY 10021 Mrs. Helen K. Copley Chairman and Chief Executive Officer Copley Newspapers 7776 Ivanhoe Avenue La Jolla, California 92037 Mr. Frank W. Gay #9 Kingwood Villas Court Kingwood, TX 77339 James H. Gilliam, Jr., Esq. Executive Vice President Beneficial Corporation P.O. Box 911 One Christina Centre 301 North Walnut Street Wilmington, DE 19801 Hanna H. Gray, Ph.D. President Emeritus and Professor of the Department of History and the College The University of Chicago 1126 East 59th Street Chicago, IL 60637 Page 7 of 7 EXHIBIT A OFFICERS OF HOWARD HUGHES MEDICAL INSTITUTE Purnell W. Choppin, M.D. Mark W. Smith President Controller Howard Hughes Medical Institute Howard Hughes Medical Institute 4000 Jones Bridge Road 4000 Jones Bridge Road Chevy Chase, MD 20815 Chevy Chase, MD 20815 W. Maxwell Cowan, M.D., Ph.D. Edward J. Palmerino Vice President and Chief Scientific Assistant Controller Officer Howard Hughes Medical Institute Howard Hughes Medical Institute 4000 Jones Bridge Road 4000 Jones Bridge Road Chevy Chase, MD 20815 Chevy Chase, MD 20815 Joan S. Leonard, Esq. Vice President, General Counsel and Secretary Howard Hughes Medical Institute 4000 Jones Bridge Road Chevy Chase, MD 20815 Joseph G. Perpich, M.D., J.D. Vice President for Grants and Special Programs Howard Hughes Medical Institute 4000 Jones Bridge Road Chevy Chase, MD 20815 Jon C. Strauss, Ph.D. Vice President and Chief Financial Officer and Treasurer Howard Hughes Medical Institute 4000 Jones Bridge Road Chevy Chase, MD 20815 Carter F. Wolfe Vice President and Chief Investment Officer Howard Hughes Medical Institute 4000 Jones Bridge Road Chevy Chase, MD 20815 Craig A. Alexander, Esq. Assistant Secretary Howard Hughes Medical Institute 4000 Jones Bridge Road Chevy Chase, MD 20815 -----END PRIVACY-ENHANCED MESSAGE-----