-----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, rouRScc5hj4XLnK2GahPy22d97lmNiH6VvgTTokjmHNj8N6OAoARXCBzE/c957gN 76119PzCeo+cT7TCyAd1iA== 0000950142-94-000133.txt : 19941223 0000950142-94-000133.hdr.sgml : 19941223 ACCESSION NUMBER: 0000950142-94-000133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941222 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 94565753 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: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4000 JONES BRIDGE ROAD CITY: CHEVY CHASE STATE: MD ZIP: 20815-6789 BUSINESS PHONE: 3012158500 SC 13D/A 1 FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) 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) Craig A. Alexander, Esq., Deputy General Counsel and Assistant Secretary Howard Hughes Medical Institute 4000 Jones Bridge Road, Chevy Chase, MD 20815 Tel. No. (301) 215-8841 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 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 5 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 19,345,900 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH 9 SOLE DISPOSITIVE POWER 19,345,900 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,345,900 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) 20.8% 14 TYPE OF REPORTING PERSON CO Page 3 of 5 Item 1. Security and Issuer. Unchanged. Item 2. Identity and Background. Unchanged. Item 3. Source and Amount of Funds or Other Consideration. Unchanged. Item 4. Purpose of Transaction. Unchanged, except that the last two paragraphs of Item 4 of Amendment No. 7 to Schedule 13D are replaced with the following (capitalized terms used in this Amendment No. 11 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): Consistent with its goal of prudent diversification of its investment portfolio, the Institute intends to reduce its holdings of Class H Stock. The Institute will decide whether, when, and in what manner, it will reduce its holdings of Class H Stock in light of market conditions and the alternatives available to it. As previously reported, the Institute is free to dispose of Core Shares in any manner and at any time except during the five trading days ending on and including February 28, 1995 (the "Lock-out Period"). Prior to March 2, 1995, the Institute may sell or dispose of its Covered Shares only to GM through the exercise of its put rights or through the exercise by GM of its call rights or, except during the Lock-out Period, in non-public transactions to institutional investors. Since the filing of Amendment No. 10 to Schedule 13D, the Institute has disposed of 704,700 Core Shares and now holds 4,345,900 Core Shares and 15,000,000 Covered Shares. Item 5. Interest in Securities of the Issuer. (a) HHMI owns beneficially 19,345,900 shares of Class H Stock, or approximately 20.8% of the 93,082,758 shares of Class H Stock reported to be outstanding on the cover page of GM's most recent quarterly report for the quarter ended September 30, 1994. To the best of HHMI's Page 4 of 5 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 for a sale by HHMI on December 19, 1994, of 300,000 shares at a price of $32.50 per share in the third market. (d) Unchanged. (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. None. Page 5 of 5 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. Dated: December 22, 1994 HOWARD HUGHES MEDICAL INSTITUTE By: /s/ Craig A. Alexander ________________________ Craig A. Alexander, Esq. Deputy General Counsel and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----