-----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, QWTMCVPPvArZfRyWPq+PeQZJIMDemUJTgvSFFqVxLVVqwnDAi3e6XlKi8p6Tsbef cTlHXeW778qzo1vnGZ+hUg== 0001140361-08-003078.txt : 20080207 0001140361-08-003078.hdr.sgml : 20080207 20080207101059 ACCESSION NUMBER: 0001140361-08-003078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 GROUP MEMBERS: JPMORGAN CHASE BANK, N.A. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS INVESTMENT MANAGEMENT CORP CENTRAL INDEX KEY: 0000883422 IRS NUMBER: 382903925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: STATE STREET BANK STREET 2: 1 ENTERPRISE DRIVE CITY: QUINCY STATE: MA ZIP: 02171 MAIL ADDRESS: STREET 1: STATE STREET BANK STREET 2: 1 ENTERPRISE DRIVE CITY: QUINCY STATE: MA ZIP: 02171 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINDEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000922717 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 133097642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0709 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53133 FILM NUMBER: 08583379 BUSINESS ADDRESS: STREET 1: 4340 EAST WEST HWY STREET 2: SUITE 1100 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3012157777 MAIL ADDRESS: STREET 1: 4340 EAST WEST HWY STREET 2: SUITE 1100 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: US CHINA INDUSTRIAL EXCHANGE INC DATE OF NAME CHANGE: 19940505 SC 13G/A 1 form13ga.htm GENERAL MOTORS 13-G A 12-31-2007 form13ga.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. “1”)

Chindex International, Inc.
(NAME OF ISSUER)
Common Stock, par value $0.01 per share 
(TITLE CLASS OF SECURITIES)
169467107
(CUSIP NUMBER)
12/31/07
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED:

 
x
RULE 13D-1(B)
 
¨
RULE 13D-1(C)
 
¨
RULE 13D-1(D)

*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR AREPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THESUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENTCONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDEDIN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALLNOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THESECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THELIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALLOTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
 




CUSIP NO. 169467107
PAGE 2 OF 9
 
1.
NAME OF REPORTING PERSON/EIN
 
General Motors Investment Management Corporation
       
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
       
 
NOT APPLICABLE
A ¨
 
 
 
B ¨
3.
SEC USE ONLY
       
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York, New York
       
       
5.
SOLE VOTING POWER
 
SHARES
0
 
6.
SHARED VOTING POWER
 
SHARES
177,096
 
7.
SOLE DISPOSITIVE POWER
 
SHARES
0
 
8.
SHARED DISPOSITIVE POWER
 
SHARES
177,096
 
9.
TOTAL BENEFICIALLY OWNED
 
SHARES
177,096
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
       
 
NOT APPLICABLE
       
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       
 
2.63%
   
       
12.
TYPE OF REPORTING PERSON*
 
IA, CO
   
_______
 


CUSIP NO. 169467107
13G
PAGE 3 OF 9

1.
NAME OF REPORTING PERSON/EIN
 
JPMorgan Chase Bank,N.A. as trustee for First Plaza Group Trust
       
       
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
       
 
NOT APPLICABLE
 
A ¨
     
B ¨
3.
SEC USE ONLY
   
       
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York, New York
       
       
5.
SOLE VOTING POWER
  0  
6.
SHARED VOTING POWER
  177,096  
7.
SOLE DISPOSITIVE POWER
  0  
8.
SHARED DISPOSITIVE POWER
  177,096  
9.
TOTAL BENEFICIALLY OWNED
  177,096  
       
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
       
 
NOT APPLICABLE
       
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       
 
2.63%
   
       
12.
TYPE OF REPORTING PERSON*
 
EP
   
 


SCHEDULE 13G
PAGE 4 OF 9

ITEM 1.

 
(A)
NAME OF ISSUER
Chindex International, Inc.  (‘CHDX’)

 
(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
7201 Wisconsin Ave
Bethesda, MD 20814

ITEM 2.

(A) 
 NAME OF PERSON FILING

 
(i)
General Motors Investment Management Corporation
(“GMIMCo”)

 
(ii)
JPMorgan Chase Bank,N.A. as Trustee for First Plaza Group Trust
(“Trust”)


 
(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 
(i)
GMIMCo
767 Fifth Avenue
New York, NY 10153


 
(ii)
Trust
c/o JPMorgan Chase Bank
1 Chase Manhattan Plaza
New York,NY 10005


 
(C)
CITIZENSHIP

(i) 
 GMIMCo – Delaware
(ii) 
 Trust – New York

 
(D)
TITLE CLASS OF SECURITIES
Common Stock, par value $0.01 per share (Chindex International, Inc. Shares)

 
(E)
CUSIP NUMBER
169467107

ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
 
(select either E or F)
 
(E)
x
Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (in the case of GMIMCo)

 
(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 (in the case of the Trust) SEE SECTION 240.13d-1(b)(1)(ii)(F)



PAGE   5 of 9
 
ITEM 4. OWNERSHIP
The Trust is a trust formed under and for the benefit of one or more employee benefit plans (“Plans”) of General Motors Corporation (“GM”), its subsidiaries and unrelated employers. GMIMCo is registered as an investment adviser under the Investment Advisers Act of 1940.  Its principal business is providing investment advice and investment management services with respect to the assets of the Plans and of certain direct and indirect subsidiaries of GM and other entities.  The Trust and GMIMCo are referred to herein as the “Reporting Persons.”

GMIMCo has the responsibility to select and terminate investment managers with respect to the Plans.  It also itself manages certain assets of the Plans. One investment manager acting with respect to the plans is Martin Currie Investment Management, Ltd. (“the Manager”) GMIMCo and the Manager have discretionary authority over the assets of the Plans which they manage including voting and investment power with respect to securities of the Issuer included among such assets. In view of GMIMCo’s management of certain assets of the Plans and GMIMCO’s authority to terminate the Manager, the following information is being provided as of December 31, 2007 with respect to such securities of the Issuer under management by the Manager for the benefit of the Plans (1):

 
(A)
AMOUNT BENEFICIALLY OWNED

(i)
GMIMCo
177,096
(ii)
Trust
177,096
 
 
(B)
PERCENT OF CLASS

(i)
GMIMCo
2.63
%
(ii)
Trust
2.63
%

 
(C)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
 
(I)
SOLE POWER TO VOTE OR TO DIRECT THE VOTE
0
 
(II)
SHARED POWER TO VOTE OR TO DIRECT THE VOTE -
Same as set forth under Item 4 (a) above
 
(III)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION -
0
 
(IV)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF-Same as set forth under Item 4 (a) above.

The various trusts established under the Plans invest in a variety of investment media, including publicly traded and privately placed securities.  Such investments could include shares of the Issuer and/or other securities of the Issuer in addition to those referred to in this statement (“Additional Securities”).  The investment and voting decisions regarding any Additional Securities which might be owned by such trusts are made by the trustees thereof or unrelated investment managers, who, in so acting, act independently of GMIMCo  (although the appointment of such investment managers is subject to authorization of and termination by GMIMCo as noted above). No information regarding any such holdings by such trusts under the Plans is contained in this statement.

ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
(X)
_____________
(footnotes)

(1) Pursuant to Rule 13d-4.  The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such Person is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act      of 1934, as amended, the beneficial owner of any securities covered by this statement.



PAGE 6 OF 9

ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

NOT APPLICABLE

ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

NOT APPLICABLE

ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

ITEM 9.
NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

ITEM 10.
CERTIFICATION

By signing below the undersigned certifies that, to the best of the undersigned’s 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 7 of 9

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 7, 2008

 
GENERAL MOTORS INVESTMENT MANAGEMENT
 
CORPORATION

 
 
By:
/S/ Duen-Li Kao
   
Name: Duen-Li Kao
   
Title: Senior Managing Director, Global Public Markets
 


PAGE 8 of 9

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 7, 2008


 
JPMORGAN CHASE BANK,N.A.
 
As trustee for FIRST PLAZA GROUP TRUST
 
(as directed by General Motors Investment Management Corporation)

  By:
 /s/Edward J. Petrow
   
Name: Edward J. Petrow
   
Title: Vice President
 


PAGE 9 OF 9

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock of Chindex International, Inc. being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:   February 7, 2008

  GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
     
  By:
 /S/ Duen-Li Kao
     
Name: Duen-Li Kao
     
Title: Senior Managing Director, Global Public Markets
   
  JPMORGAN CHASE BANK,N.A.
  As trustee for FIRST PLAZA GROUP TRUST
  (as directed by General Motors Investment Management Corporation)
   
  By:
 /s/Edward J. Petrow
     
Name: Edward J. Petrow
     
Title: Vice President
 
 

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