Schedule 13D Amendment No. 8

-----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, Vkp6lQDdTlo89ltSGHH46CU/zGWarDFdo3+ZZwr1wqJ6DDSANLA83UVbxShVRLki uvccVryAffG+IGn7NdjnIw== 0001193125-06-020830.txt : 20060206 0001193125-06-020830.hdr.sgml : 20060206 20060206164125 ACCESSION NUMBER: 0001193125-06-020830 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 GROUP MEMBERS: 250 RODEO, INC. GROUP MEMBERS: KIRK KERKORIAN 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: 005-42630 FILM NUMBER: 06582258 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 8 Schedule 13D Amendment No. 8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

General Motors Corporation

(Name of Issuer)

Common Stock, par value $1²/3 per share

(Title of Class of Securities)

370442105

(CUSIP Number)

Richard Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 6, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

CUSIP No. 370442105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Nevada

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

48,386,300

8. Shared Voting Power

7,613,700

9. Sole Dispositive Power

48,386,300

10. Shared Dispositive Power

7,613,700


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 56,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9% *
14.	Type of Reporting Person (See Instructions) CO

*	Percentage calculated on the basis of 565,506,606 shares of common stock issued and outstanding on October 31, 2005, as set forth in General Motors’ Form 10-Q filed on November 9, 2005, for the period ending September 30, 2005.

CUSIP No. 370442105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

56,000,000

8. Shared Voting Power

9. Sole Dispositive Power

56,000,000

10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 56,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9% *
14.	Type of Reporting Person (See Instructions) IN

*	Percentage calculated on the basis of 565,506,606 shares of common stock issued and outstanding on October 31, 2005, as set forth in General Motors’ Form 10-Q filed on November 9, 2005, for the period ending September 30, 2005.

CUSIP No. 370442105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 250 Rodeo, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

7,613,700

8. Shared Voting Power

9. Sole Dispositive Power

7,613,700

10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,613,700
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 1.35% *
14.	Type of Reporting Person (See Instructions) CO

*	Percentage calculated on the basis of 565,506,606 shares of common stock issued and outstanding on October 31, 2005, as set forth in General Motors’ Form 10-Q filed on November 9, 2005, for the period ending September 30, 2005.

This Amendment No. 8 amends and supplements the Statement on Schedule 13D filed on June 17, 2005, as amended on September 1, 2005, September 21, 2005, October 12, 2005, October 19, 2005, December 20, 2005, January 10, 2006 and January 25, 2006 (as amended, the “Schedule 13D”) by Tracinda Corporation, a Nevada corporation (“Tracinda”), 250 Rodeo, Inc., a Delaware corporation (“250 Rodeo”), and Kirk Kerkorian, relating to the common stock, par value $1²/3 per share, of General Motors Corporation, a Delaware corporation. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 shall have the meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following information:

On February 6, 2006, Jerome York, a consultant of Tracinda, was elected as a director by the General Motors Board of Directors. Other than as set forth in this Item 4, the Filing Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to add the following information:

On February 6, 2006, Tracinda and Mr. York amended Mr. York’s consulting agreement, dated as of April 19, 2005, to clarify that Mr. York will not share with Tracinda any confidential information with respect to any other corporation, including General Motors, which Mr. York may obtain in his capacity as a director or other fiduciary of such corporation. A copy of such amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits


Exhibit No.		Description
10.1		Amendment No. 1 to Agreement for Services, dated as of February 6, 2006, between Jerome York and Tracinda Corporation

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 6, 2006


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Secretary/Treasurer

KIRK KERKORIAN

By:		/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Attorney-on-Fact*

250 RODEO, INC.

By:		/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Secretary/Treasurer*

*	Power of Attorney previously filed as Exhibit (i) to Schedule TO/A filed by Tracinda Corporation on May 26, 2005.

EX-10.1 2 dex101.htm AMENDMENT NO. 1 TO AGREEMENT FOR SERVICES Amendment No. 1 to Agreement for Services

Exhibit 10.1

AMENDMENT TO

AGREEMENT FOR SERVICES

This Amendment, entered into as of February 6, 2006 (this “Amendment”), amends the Agreement for Services, dated as of April 19, 2005 (the “Agreement”), by and between Tracinda Corporation, a Nevada corporation (“Tracinda”), and Jerome B. York (“Contractor”).

WHEREAS, Tracinda and Contractor desire to clarify certain aspects of the services to be provided by Contractor pursuant to the Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.	Paragraph 1 of the Agreement shall be amended by adding the following subparagraph:

“(e) Contractor and Tracinda agree that the services to be performed pursuant to this Agreement shall not include the sharing of any confidential information with respect to another corporation which Contractor may obtain in his capacity as a director or other fiduciary of such corporation.”

2. Except as otherwise provided in this Amendment, all other terms and provisions of the Agreement shall remain in full force and effect.

3. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
Name:		Anthony L. Mandekic
Title:		Secretary/Treasurer

/s/ Jerome B. York
Jerome B. York

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