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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
(AMENDMENT NO. 2)*
ELECTRONIC DATA SYSTEMS CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE 285661 10 4
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1999
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(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 should 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 is the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
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CUSIP No. 285661 10 4 13G Page 2 of 6
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1 NAMES OF REPORTING PERSONS: INVESTMENT FUNDS COMMITTEE OF THE BOARD OF DIRECTORS OF GENERAL
MOTORS CORPORATION, AS A NAMED FIDUCIARY OF CERTAIN PENSION FUNDS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
NOT APPLICABLE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION: NOT APPLICABLE
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NUMBER OF 5 SOLE VOTING POWER: -- (SEE ITEM 4)
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 77,073,652 (SEE ITEM 4)
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: -- (SEE ITEM 4)
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 77,073,652 (SEE ITEM 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 77,073,652 (SEE ITEM 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.4% (SEE ITEM 4)
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12 TYPE OF REPORTING PERSON: OO
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ITEM 1
(a) NAME OF ISSUER:
Electronic Data Systems Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5400 Legacy Drive
Plano, Texas 75024
ITEM 2
(a) NAME OF PERSON FILING:
Investment Funds Committee (the "Committee") of the Board of Directors of
General Motors Corporation ("GM"), as a named fiduciary under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), for the General
Motors Hourly-Rate Employees Pension Plan (the "Plan"). As of December 31, 1999,
the members of the Committee were Messrs. C.T. Fisher III (Chairman), P.N.
Barnevik, G.D.C. Fisher, J.W. Marriott, Jr., J.G. Smale and J.F. Smith, Jr.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Principal Business Office:
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c/o General Motors Corporation
767 Fifth Avenue
New York, New York 10153
Attention: Chief Investment Funds Officer
(c) CITIZENSHIP:
Not applicable
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value (the "Common Stock")
(e) CUSIP NUMBER: 285661-10-4
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR RULE
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(f) [x] An employee benefit plan or
endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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ITEM 4 OWNERSHIP.
(a)-(c)
Subject to the discussion below, as of December
31, 1999, the Committee may be deemed the beneficial owner,
on behalf of the Plan, for purposes of Sections 13(d) and
13(g) of the Securities Exchange Act of 1934, as amended
(the "Act"), of a total of 77,073,652 shares of Common
Stock, representing approximately 16.4% of the shares of
Common Stock outstanding (based on the 470,781,539 shares
outstanding as of October 31, 1999 as reported in the
Issuer's Form 10-Q for the quarterly period ended September
30, 1999), as to all of which shares the Committee may be
deemed to share the power to direct the voting or
disposition thereof.
The Committee is a named fiduciary (in accordance
with ERISA) of the Plan and in such capacity has and
exercises the power to appoint, and terminate the
appointment of, investment managers for holdings of
securities or other property contributed to the Plan by GM.
The Committee, as a named fiduciary for the Plan, has also
retained General Motors Investment Management Corporation
("GMIMCo"), a wholly-owned subsidiary of GM that is
registered with the U.S. Securities and Exchange Commission
as an investment adviser under the Investment Advisers Act
of 1940, as amended, to perform certain investment
management and administrative functions for the Plan,
including to appoint independent investment managers for
all other holdings of the Plan. GMIMCo has appointed
various independent investment managers for the Plan, some
of whom have authority to cause the Plan to acquire
publicly traded equity securities, including shares of
Common Stock.
Pursuant to appointment by the Committee, at
December 31, 1999, United States Trust Company of New York
("U.S. Trust"), as trustee and investment manager, held and
had the power to vote and dispose of 77,073,652 shares of
Common Stock owned by the Plan, representing approximately
16.4% of the outstanding shares of Common Stock.
Neither the Committee nor GMIMCo has directed
U.S. Trust with respect to the voting or the disposition or
continued ownership by the Plan of any shares of Common
Stock over which they had management. Although the
Committee does not exercise voting or dispositive powers
with respect to any shares of Common Stock owned by the
Plan, it may be deemed to be a beneficial owner, on behalf
of the Plan, for purposes of Sections 13(d) and 13(g) of
the Act of the shares of Common Stock held in trust and
managed for the Plan by U.S. Trust because it has the power
under certain circumstances to terminate within 60 days the
appointment of U.S. Trust as trustee and investment manager
for the Plan with respect to such shares. Notwithstanding
the foregoing, the filing of this statement is not an
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admission that the Committee is, for the purposes of
Section 13(d) or 13(g) of the Act, a beneficial owner of
any of the securities covered by this statement and such
beneficial ownership is disclaimed.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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 CERTIFICATIONS.
(a)
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
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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: February 11, 2000
By: R. Charles Tschampion
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Name: R. Charles Tschampion
Title: Managing Director, Investment
Strategy & Asset Allocation
and Representative of the
Investment Funds Committee of
the Board of Directors of
General Motors Corporation (*)
(*) Certification of authorization to sign this statement has been
filed with the Commission as Exhibit 1 to the reporting person's
Amendment No. 1 dated April 10, 1995 to its Schedule 13G respecting
Class E Common Stock of General Motors Corporation, and is hereby
incorporated by reference.
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