GENERAL MOTORS HOURLY RATE EMPLOYEES PENSION TRUST ET AL
SC 13G, 1996-07-03
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                SCHEDULE 13G

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          (AMENDMENT NO.       )*
                                         ------

                            GENERAL MOTORS EDS
                     ----------------------------------
                              (Name of Issuer)

                               COMMON STOCK
                     ----------------------------------
                       (Title of Class of Securities)

                                370442402
                     ----------------------------------
                              (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  ("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).




                              Page 1 of 8 Pages

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CUSIP No. 370442402                   13G                 Page  2  of  8  Pages


- -------------------------------------------------------------------------------
 (1) NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         U.S. Trust of California, N.A.
         GENERAL MOTORS CORPORATION
         TAX ID# 93-0958104

- -------------------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  / /
                                                                 (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC USE ONLY

- -------------------------------------------------------------------------------
 (4) CITIZENSHIP OR PLACE OF ORGANIZATION
         515 S. Flower Street, Suite 2800
         Los Angeles, CA 90071

- -------------------------------------------------------------------------------
                              (5) SOLE VOTING POWER
                                     -0-

  NUMBER OF      --------------------------------------------------------------
   SHARES                     (6) SHARED VOTING POWER
 BENEFICIALLY                        -0-
   OWNED BY
     EACH        --------------------------------------------------------------
  REPORTING                   (7) SOLE DISPOSITIVE POWER
   PERSON
    WITH
                 --------------------------------------------------------------
                              (8) SHARED DISPOSITIVE POWER


- -------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         -0-
         
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         -0-

- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
         E.P.

- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!


                               Page 2 of 8 pages
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                          INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

(1)  NAMES AND SOCIAL SECURITY NUMBERS OF REPORTING PERSONS--Furnish the full
     legal name of each person for whom the report is filed--i.e., each person
     required to sign the schedule itself--including each member of a group.  Do
     not include the name of a person required to be identified in the report
     but who is not a reporting person.  Reporting persons are also requested to
     furnish their Social Security or I.R.S. identification numbers, although
     disclosure of such numbers is voluntary, not mandatory (see "SPECIAL
     INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below).

(2)  If any of the shares beneficially owned by a reporting person are held as a
     member of a group and such membership is expressly affirmed, please check
     row 2(a).  If the membership in a group is disclaimed or the reporting
     person describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless a joint filing pursuant
     to Rule 13d-1(e)(I) in which case it may not be necessary to check row
     2(b)].

(3)  The third row is for SEC internal use; please leave blank.

(4)  CITIZENSHIP OR PLACE OF ORGANIZATION--Furnish citizenship if the named
     reporting person is a natural person.  Otherwise, furnish place of
     organization.

(5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
     ETC.--Rows (5) through (9) inclusive, and (11) are to be completed in
     accordance with the provisions of Item 4 of Schedule 13G.  All percentages
     are to be rounded off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate amount reported as beneficially owned in row (9)
     does not include shares as to which beneficial ownership is disclaimed
     pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act
     of 1934.

(12) TYPE OF REPORTING PERSON--Please classify each "reporting person" according
     to the following breakdown (see Item 3 of Schedule 13G) and place the
     appropriate symbol on the form:

                CATEGORY                             SYMBOL
          Broker Dealer                                BD
          Bank                                         BK
          Insurance Company                            IC
          Investment Company                           IV
          Investment Adviser                           IA
          Employee Benefit Plan, Pension Fund,
             or Endowment Fund                         EP
          Parent Holding Company                       HC
          Corporation                                  CO
          Partnership                                  PN
          Individual                                   IN
          Other                                        OO

NOTES:
     Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
     Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to
an item or items on the cover page(s).  This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item.  Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange Act or otherwise subject to 
the liablities of that section of the Act.
    Reporting persons may comply with their cover page filing requirements by 
filing either completed copies of the blank forms available from the 
Commission, printed or typed facsimiles, or computer printed facsimiles, 
provided  the documents filed have identical formats to the forms prescribed 
in the Commission's regulations and meet existing Securities Exchange Act 
rules as to such matters as clarity and size (Securities Exchange Act Rule 
12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
     Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is voluntary.  The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities.  This statement will be made a matter of public record. 
Therefore, any information given will be available for inspection by any member
of the public.

                                Page 3 of 8 pages
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     Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions.  Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
     Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.   Statements containing the information required by this schedule shall be
     filed not later than February 14 following the calendar year covered by the
     statement or within the time specified in Rule 13d-1(b)(2), if applicable.

B.   Information contained in a form which is required to be filed by rules
     under section 13(f) (15 U.S.C 78m(f)) for the same calendar year as that
     covered by a statement on this schedule may be incorporated by reference in
     response to any of the items of this schedule.  If such information is
     incorporated by reference in this schedule, copies of the relevant pages of
     such form shall be filed as an exhibit to this schedule.

C.   The item numbers and captions of the items shall be included but the text
     of the items is to be omitted.  The answers to the items shall be so
     prepared as to indicate clearly the coverage of the items without referring
     to the text of the items.  Answer every item.  If an item is inapplicable
     or the answer is in the negative, so state.

ITEM 1.
  (a)  Name of Issuer
  (b)  Address of Issuer's Principal Executive Offices

ITEM 2.
  (a)  Name of Person Filing
  (b)  Address of Principal Business Office or, if none, Residence
  (c)  Citizenship
  (d)  Title of Class of Securities
  (e)  CUSIP Number

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
         CHECK WHETHER THE PERSON FILING IS A:
  (a)  /  /  Broker or Dealer registered under Section 15 of the Act
  (b)  /  /  Bank as defined in section 3(a)(6) of the Act
  (c)  /  /  Insurance Company as defined in section 3(a)(19) of the act
  (d)  /  /  Investment Company registered under section 8 of the Investment
             Company Act
  (e)  /  /  Investment Adviser registered under section 203 of the Investment
             Advisers Act of 1940
  (f)  /  /  Employee Benefit Plan.  Pension Fund which is subject to the 
             provisions of the Employee Retirement Income Security Act of 1974
             or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
  (g)  / /   Parent Holding Company, in accordance with Section 240.13d-
             1(b)(ii)(G)(Note: See Item 7)
  (h)  / /   Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)

ITEM 4. OWNERSHIP
   If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.

  (a)  Amount Beneficially Owned
  (b)  Percent of Class

                                Page 4 of 8 pages
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  (c)  Number of shares as to which such person has:
        (i)  sole power to vote or to direct the vote
       (ii)  shared power to vote or to direct the vote
      (iii)  sole power to dispose or to direct the disposition of
       (iv)  shared power to dispose or to direct the disposition of

INSTRUCTION: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following /X/.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
    If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary .  If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
     If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP
   Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

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.

                                    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.

                                               7/1/96
                                    --------------------------------------
                                                 Date

                                     /s/ Robert S. Cummings
                                    --------------------------------------
                                           Signature


                                    Robert S. Cummings, Sr. Vice President
                                   ---------------------------------------
                                             Name/Title



                                Page 5 of 8 pages
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     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)





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