UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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., Associate 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)
May 19, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 7 Pages
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
00
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
7 SOLE VOTING POWER
21,038,300
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 21,038,300
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,038,300
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)
23.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged, except that Exhibit A is deleted in its
entirety and is replaced by Exhibit A to this Statement, which
sets forth the name, business address, and present principal
occupation or employment (and the name, principal business, and
address of any corporation or other organization in which such
employment is conducted) of each of the trustees and executive
officers of Howard Hughes Medical Institute ("HHMI").
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows (capitalized terms used in
this Amendment No. 9 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):
Since the filing of Amendment No. 8 to Schedule 13D,
the Institute has disposed of 1,305,300 Core Shares and now holds
6,038,300 Core Shares as part of its core investment portfolio
and makes decisions from time to time with respect to the
retention or disposition thereof in the same manner as it deals
with other securities in its portfolio.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 21,038,300 shares of
Class H Stock, or approximately 23.1% of the 91,073,827 shares of
Class H Stock reported to be outstanding on the cover page of
GM's most recent quarterly report for the quarter ended March 31,
1994. To the best of HHMI's 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 the following open market sales on the
<PAGE>
Page 4 of 7 Pages
New York Stock Exchange of Core Shares of HHMI:
Number of Price Per
Date Shares Share
May 19, 1994 35,000 $36.50
May 20, 1994 140,000 36.84
May 24, 1994 70,000 36.53
May 25, 1994 10,000 36.38
(d) and (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.
The following Exhibit is filed with this Amendment
No. 9:
Trustees and Executive Officers of HHMI (Exhibit A)
<PAGE>
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry, and to be best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: May 26, 1994
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Craig A. Alexander
Craig A. Alexander
Associate General Counsel
and Assistant Secretary
<PAGE>
Page 6 of 7 Pages
EXHIBIT A
TRUSTEES OF HOWARD HUGHES MEDICAL INSTITUTE
Irving S. Shapiro, Esq., Chairman William R. Lummis, Esq.
Of Counsel Chairman of the Board of Directors
Skadden, Arps, Slate, Meagher & Flom SUMMA Corporation
P.O. Box 636 Suite 4525
One Rodney Square 4200 Texas Commerce Tower
Wilmington, DE 19801 600 Travis
Houston, TX 77002
George W. Thorn, M.D. Mr. James D. Wolfensohn
Chairman Emeritus President
Howard Hughes Medical Institute James D. Wolfensohn, Inc.
Children's Hospital 599 Lexington Avenue, 40th Floor
Enders Building, Room 650 New York, NY 10022
320 Longwood Avenue
Boston, MA 02115
Alexander G. Bearn, M.D.
Adjunct Professor
The Rockefeller University
1230 York Avenue
New York, NY 10021
Mrs. Helen K. Copley
Chairman and Chief Executive Officer
Copley Newspapers
7776 Ivanhoe Avenue
La Jolla, California 92037
Mr. Frank W. Gay
#9 Kingwood Villas Court
Kingwood, TX 77339
James H. Gilliam, Jr., Esq.
Executive Vice President
Beneficial Corporation
P.O. Box 911
One Christina Centre
301 North Walnut Street
Wilmington, DE 19801
Hanna H. Gray, Ph.D.
President Emeritus and Professor of the Department
of History and the College
The University of Chicago
1126 East 59th Street
Chicago, IL 60637
<PAGE>
Page 7 of 7 Pages
EXHIBIT A
OFFICERS OF HOWARD HUGHES MEDICAL INSTITUTE
Purnell W. Choppin, M.D. Mark W. Smith
President Controller
Howard Hughes Medical Institute Howard Hughes Medical Institute
4000 Jones Bridge Road 4000 Jones Bridge Road
Chevy Chase, MD 20815 Chevy Chase, MD 20815
W. Maxwell Cowan, M.D., Ph.D. Edward J. Palmerino
Vice President and Chief Scientific Officer Assistant Controller
Howard Hughes Medical Institute Howard Hughes Medical Institute
4000 Jones Bridge Road 4000 Jones Bridge Road
Chevy Chase, MD 20815 Chevy Chase, MD 20815
Joseph G. Perpich, M.D., J.D.
Vice President for Grants and Special Programs
Howard Hughes Medical Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815
Robert C. White
Vice President and Chief Financial Officer and
Treasurer
Howard Hughes Medical Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815
Carter F. Wolfe
Vice President and Chief Investment Officer
Howard Hughes Medical Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815
Craig A. Alexander, Esq.
Assistant Secretary
Howard Hughes Medical Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815
Joan S. Leonard, Esq.
Assistant Secretary
Howard Hughes Medical Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815
<PAGE>
As required by Rule 101(a)(2)(ii) of Regulation
S-T of the federal securities laws, restated
hereafter is the original 13D and subsequent
amendments that have been previously filed.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
Donald S. Frederickson, M.D., President & Chief Executive Officer
Howard Hughes Medical Institute
7984 Old Georgetown Road, Bethesda, MD 20814
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 1985
(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 schedule 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 x . (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).
Page 1 of 12 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 12 Pages
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)
Not Applicable (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
50,000,000
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 50,000,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000
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)
76.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 12
Item 1. Security and Issuer.
This statement (the "Statement") relates to the Class H
Common Stock, par value $0.10 per share (the "Class H Stock"), of
General Motors Corporation, a Delaware corporation ("GM"). The
principal executive offices of GM are located at 767 Fifth
Avenue, New York, New York 10153, and 3044 West Grand Boulevard,
Detroit, Michigan 48202.
Item 2. Identity and Background.
(a) through (c). This statement is being filed on
behalf of Howard Hughes Medical Institute, a Delaware not-for-
profit corporation ("HHMI"). HHMI's principal offices and
business headquarters are located at 7984 Old Georgetown Road,
Bethesda, Maryland 20814.
HHMI is a medical research organization.
(d) During the last five years, neither HHMI nor, to
the knowledge of HHMI, any executive officer or trustee of HHMI,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither HHMI nor, to
the knowledge of HHMI, any executive officer or trustee of HHMI,
was a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which HHMI or, to the knowledge of HHMI, any executive officer or
<PAGE>
Page 4 of 12
trustee of HHMI, was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Not applicable.
Exhibit A to this Statement sets forth the name,
business address, present principal occupation or employment (and
the name, principal business and address of any corporation or
other organization in which such employment is conducted) of each
of the executive officers and trustees of HHMI. To the best of
HHMI's knowledge, all such persons are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
HHMI acquired 50,000,000 shares of Class H Stock on
December 20, 1985 as partial consideration for the sale (the
"Sale") by HHMI of all the issued and outstanding capital stock
of GM Hughes Electronics Corporation (which owns all the issued
and outstanding capital stock of Hughes Aircraft Company),
pursuant to an Amended and Restated Stock Purchase Agreement
between HHMI and GM, dated as of October 8, 1985 (the "Stock
Purchase Agreement").
<PAGE>
Page 5 of 12
Item 4. Purpose of Transaction.
On December 20, 1985, HHMI acquired 50,000,000
shares of Class H Stock (the "Shares"). The Shares were
issued pursuant to the Stock Purchase Agreement, as partial
consideration for the Sale. HHMI also received treasury
securities having a market value of $2.7 billion as
consideration for the Sale. The Shares were acquired for
investment purposes only.
The Shares are not registered under the Securities
Act of 1933 (the "Securities Act"), and therefore cannot be sold
in interstate commerce without such registration by GM, unless an
exemption is available under the Securities Act. The Amended and
Restated Registration Rights and Payment Agreement between HHMI
and GM, dated as of October 8, 1985 (the "Rights Agreement")
provides that HHMI may periodically request that GM register the
sale of all or a portion of the Shares under the Securities Act.
Upon receipt of such a request, and subject to certain
limitations, GM is required to (i) notify all other persons to
which HHMI may have transferred any Shares of such request
(except persons who have purchased Shares in a public offering by
HHMI) and (ii) file, at GM's expense until December 31, 1989, a
registration statement under the Securities Act covering the sale
of such Shares of HHMI (and of any such transferees) as HHMI may
request. GM is not required to effect more than one such
<PAGE>
Page 6 of 12
registration in any six-month period. Prior to 90 days after
December 31, 1989, GM may decline to include Shares in a
registration statement to the extent that sale of such Shares
would cause an aggregate of more than 20 million shares of Class
H Stock to have been distributed to the public by GM or HHMI, but
only if and to the extent that GM believes that such registration
could be expected to have an adverse impact on the market for
Class H Stock.
In addition, if GM proposes to register the sale of
any shares of Class H Stock under the Securities Act for its own
account, it is required to notify HHMI and, if so requested, to
include Shares held by HHMI in such registration statement, under
certain conditions and subject to certain limitations. Such a
registration will not be considered a periodic demand registra-
tion as described in the paragraph above.
Subject to the foregoing, HHMI is not limited with
respect to how many times it may exercise its registration
rights, but these rights will terminate at such time as HHMI
holds less than one million Shares.
In connection with these registration rights, GM has
agreed to make available certain information of the nature
referred to in Rule 144 under the 1933 Act and to enter into
customary indemnification arrangements with HHMI and any
underwriters of the Shares.
<PAGE>
Page 7 of 12
HHMI, and, to the best of its knowledge, the
executive officers and trustees of HHMI have no plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional
securities of GM, or the disposition of securities of GM;
(b) any extraordinary corporate transaction such as
a merger, reorganization or liquidation, involving GM or any of
its subsidiaries;
(c) a sale or transfer of a material amount of
assets of GM or any of its subsidiaries;
(d) any change in the present board of directors or
management of GM, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies on
the board;
(e) any material change in the present
capitalization or dividend policy of GM;
(f) any other material change in GM's business or
corporate structure;
(g) changes in GM's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of GM by any person;
(h) causing a class of securities of GM to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
<PAGE>
Page 8 of 12
(i) a class of equity securities of GM becoming
eligible for termination of registration pursuant to section
12(g) (4) of the Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 50,000,000 shares, or
approximately 76.92% of the issued and outstanding Class H Stock.
To the best of the knowledge of HHMI, none of the other persons
named or referred to in response to Item 2 hereof beneficially
owns any shares of Class H Stock.
(b) HHMI has sole power to vote and dispose of all
the shares of Class H Stock held.
(c) HHMI has not engaged nor, to the knowledge of
HHMI, has any of the other persons named or referred to in
response to Item 2 hereof engaged, in any transactions in Class H
Stock during the past 60 days.
(d) No other person is known to HHMI to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of
Class H Stock.
<PAGE>
Page 9 of 12
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Except pursuant to the Rights Agreement, neither HHMI
nor, to the best of the knowledge of HHMI, any other person named
or referred to in response to Item 2 hereof has any contracts,
arrangements, understandings or relationships with any person
relating to any securities of GM, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Pursuant to the Rights Agreement, GM has agreed to pay
to HHMI on December 31, 1989 (the "Contingent Payment Date"), for
each share of Class H Common Stock issued to the Institute in
connection with the Sale and held by it on that date, the amount
by which the average market value per share of Class H Stock is
below $60; provided that such payment shall not be greater than
$40 per share. Average market value per share is, in general,
defined as the average of the daily closing sales prices of the
Class H Stock on the New York Stock Exchange ("NYSE"), as
reported in The Wall Street Journal (or, if not so reported, as
reported in another newspaper of national circulation selected by
<PAGE>
Page 10 of 12
GM) for the 90 consecutive calendar days ending 10 days prior to
the Contingent Payment Date. Ninety days after the Contingent
Payment Date (the "Recomputation Date"), the average market value
will be recomputed by the same method using the average of the
closing sales prices over the 180-day period ending 10 days prior
to the Recomputation Date, and if such average market value is
greater than the value initially calculated, HHMI will refund to
GM the difference between the amount paid and the amount that
would have been paid had the original payment been based on the
average market value as recomputed.
In addition, if and to the extent that the estimated
net proceeds in connection with a public offering of 10 million
shares of Class H Stock on the Contingent Payment Date would be
less than $60 per share, GM has agreed to pay to HHMI, also on
the Contingent Payment Date, an amount equal to twice the
estimated transaction costs in connection with such an offering.
GM's obligation in this respect will be reduced to the extent
that HHMI holds fewer than 20 million shares. Transaction costs
are defined as the excess of the average market value per share
of the Class H Stock (or $60 per share, if the average market
value is higher) over the estimated net proceeds per share
realizable by a seller in connection with an underwritten public
offering of 10 million shares. The estimate of such net
<PAGE>
Page 11 of 12
realizable proceeds will be made by an investment banker selected
by HHMI, subject to the right of GM to contest that estimate and
commence an arbitration proceeding.
Item 7. Material to be Filed as Exhibits.
(1) Executive Officers
and Trustees of HHMI (Exhibit A)
(2) Stock Purchase
Agreement (Exhibit B)
(3) Rights Agreement (Exhibit C)
<PAGE>
Page 12 of 12
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.
Date: February 21, 1986
HOWARD HUGHES MEDICAL INSTITUTE
By /s/ Donald S. Fredrickson, M.D.
Donald S. Fredrickson, M.D.
President and Chief Executive Officer
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
William T. Quillen, Esq., Vice President, General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 1988
(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 schedule 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).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 6 Pages
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)
Not Applicable (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
99,500,000
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 99,500,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,500,000
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)
77%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 6
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
(a) through (c) Unchanged, except that HHMI's
principal offices and business headquarters are located at 6701
Rockledge Drive, Bethesda, Maryland 20817.
(d) through (f) Unchanged, except that Exhibit A is
deleted in its entirety and is replaced by Exhibit A to this
Statement, which sets forth the name, business address, present
principal occupation or employment (and the name, principal
business and address of any corporation or other organization in
which such employment is conducted) of each of the executive
officers and trustees of HHMI. To the best of HHMI's knowledge,
all such persons are United States citizens except for W. Maxwell
Cowan, M.D., Ph.D., who is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows:
(i) In addition to the disposition of Class H Stock
reported in response to Item 5 hereof, HHMI intends to dispose of
additional shares of Class H Stock, in reliance upon and in
accordance with the provisions of Rule 144 under the Securities
<PAGE>
Page 4 of 6 Pages
Act or otherwise in accordance with the provisions of applicable
securities laws, from time to time if and when favorable market
conditions exist; and
(ii) as required under the Rights Agreement to reflect
the 2-for-1 stock split described in response to Item 5.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 99,500,000 shares, or
approximately 77% of the issued and outstanding Class H Stock.
To the best of the knowledge of HHMI, none of the other persons
named or referred to in response to Item 2 hereof beneficially
owns any shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock were
effected within the past 60 days by HHMI or, to the knowledge of
HHMI, by any of the persons named or referred to in response to
Item 2 hereof, except as follows:
(1) On March 10, 1988, GM distributed shares of
Class H Stock as a 100% stock dividend, thereby effecting a
2-for-1 stock split. (All information on beneficial
ownership of shares herein gives effect to such split).
(2) On April 6, 1988, HHMI sold an aggregate of
500,000 shares of Class H Stock in a transaction on the New
York Stock Exchange, to Morgan Stanley & Co. Incorporated,
for a purchase price of $32.50 per share, in reliance upon
<PAGE>
Page 5 of 6 Pages
and in accordance with the requirements of Rule 144 under the
Securities Act.
(d) and (e) Unchanged.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the issuer.
Unchanged, except as required under the Rights
Agreement to reflect the 2-for-1 stock split described in
response to Item 5 hereof.
Item 7. Material to be Filed as Exhibits.
The following Exhibit is filed with this Amendment
No. 1:
Executive Officers and (Exhibit A)
Trustees of HHMI
<PAGE>
Page 6 of 6 Pages
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.
Date: April 7, 1988
HOWARD HUGHES MEDICAL INSTITUTE
By /s/ William T. Quillen
WilliAM T. Quillen
Vice President, General Counsel
and Secretary
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
William T. Quillen, Esq., Vice President, General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 1989
(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 schedule 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 12 Pages
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)
Not Applicable (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
64,453,200
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 64,453,200
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,453,200
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)
50.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 12
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged, except that Exhibit A is deleted in its
entirety and is replaced by Exhibit A to this Statement, which
sets forth the name, business address, present principal
occupation or employment (and the name, principal business and
address of any corporation or other organization in which such
employment is conducted) of each of the executive officers and
trustees of HHMI.
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows:
(i) On February 27, 1989, HHMI and GM entered
into a Class H Stock Agreement (the "Class H Stock Agreement"),
providing, among other things, for the sale by HHMI to GM, and
the purchase by GM from HHMI, of 35,000,000 shares of Class H
Stock on February 28, 1989, the termination of the Rights
Agreement, termination of an arbitration proceeding between HHMI
and GM relating to one aspect of the original transaction in
which HHMI acquired its Class H Stock and exchanges of releases
with respect to the subject matter thereof and payment by GM to
<PAGE>
Page 4 of 12
HHMI, consisting of (a) $674,814,844 in cash, (b) one or more
notes of GM due June l, 1989 and redeemable in whole by GM at any
time prior to June 1, 1989 in the aggregate principal amount of
$270,000,000 and bearing interest thereon at the rate of 10.05%
per annum from March 1, 1989 to the date of redemption or
maturity (the "Ninety-Day Notes") and (c) a zero coupon note of
GM, due December 29, 1989, in the principal amount of
$30,580,000, without interest (the "Zero Coupon Note"). The
Ninety-Day Notes are payable at maturity either (i) in cash or
(ii) by delivery of one or more notes of GM due May 31, 1999 in
the aggregate principal amount of $270,000,000 (the "Ten-Year
Notes"). In the event GM pays the Ninety-Day Notes at maturity
by delivery of Ten-Year Notes, GM and HHMI will endeavor to
effect a resale of the Ten-Year Notes by HHMI on or prior to
June 1, 1989, in an underwritten public offering pursuant to the
Class H Stock Agreement designed to give HHMI net proceeds of
$270,000,000 upon the completion of such underwritten offering.
The Ten-Year Notes will bear interest at a per annum rate
necessary to offer such Notes to the public initially at a price
equal to the principal amount thereof, and such interest rate
will be established through a customary competitive bidding
auction involving at least four substantial underwriters selected
by GM. If the offering of such Notes does not occur, or does not
yield $270,000,000 to HHMI, GM will pay to HHMI in cash not later
than June l, 1989 an amount to make up any shortfall.
<PAGE>
Page 5 of 12 Pages
(ii) The Class H Stock Agreement imposes certain
restrictions on the transfer by HHMI of 55,000,000 of the shares
of Class H Stock held by it on the date hereof (the "Covered
Shares"), as described in Item 6. The 9,453,200 shares of Class
H Stock (the "Core Shares") owned by HHMI in addition to the
Covered Shares are not subject to any restrictions under the
Class H Stock Agreement other than a prohibition on the sale of
such Shares by HHMI during the 30 days prior to each date on
which HHMI may exercise put rights with respect to Covered
Shares, as described in Item 6.
HHMI presently intends to dispose of the Covered Shares
from time to time, if and when favorable market conditions exist,
(i) through the exercise of the put rights or the exercise by GM
of the call rights with respect to such Shares or (ii) through
public or private sales of such Shares, in each case in
accordance with the terms of the Class H Stock Agreement as
described in Item 6 and the provisions of applicable securities
law.
HHMI will hold the Core Shares as part of its core
investment portfolio and will make decisions from time to time
with respect to the retention or disposition thereof in
<PAGE>
Page 6 of 12 Pages
the same manner as it deals with other securities in its
portfolio.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 64,453,200 shares, or
approximately 50.7% of the issued and outstanding Class H Stock.
To the best of HHMI's knowledge, none of the other persons named
or referred to in response to Item 2 hereof beneficially owns any
shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock were
effected within the past 60 days 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 the disposition by HHMI of
35,000,000 shares on February 28, 1989 described in paragraph (i)
of Item 4.
(d) and (e) Unchanged.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except pursuant to the Class H Stock Agreement, neither
HHMI nor, to the best of HHMI's knowledge, any other person named
or referred to in response to Item 2 hereof has any contracts,
arrangements, understandings or relationships with any person
relating to any securities of GM, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
<PAGE>
Page 7 of 12 Pages
The Class H Stock Agreement imposes certain
restrictions on the transfer by HHMI of the Covered Shares,
including the granting of puts and calls with respect to such
Shares and a prohibition on the sale, transfer or other
disposition by HHMI of Covered Shares prior to the expiration of
such put and call rights with respect to those Shares.
Under its put rights, HHMI has the right
(exercisable in whole or in part at HHMI's option) to sell to GM
Covered Shares on the dates and in the maximum amounts set forth
below:
Date Number of Covered Shares
March l, 1991 20,000,000
March l, 1992 10,000,000
March l, 1993 10,000,000
March l, 1995 15,000,000
The purchase price per share of the shares subject to such put
rights is $30, except that if the average market price of Class H
Stock over the 10 consecutive business days preceding the put
(the "Put Share Market Value") is less than $10, then such price
per share will be the sum of such Put Share Market Value and $20,
and except that, subject to certain conditions, the purchase
price for the final 15,000,000 put shares will be increased to
$33.25 (or, if the Put Share Market Value is less than $10, the
sum of such Put Share Market Value and $23.25) if the public
market (as defined in the Agreement) for Class H Stock on
December 31, 1994 is less than 50,000,000 shares. GM has agreed
that it will endeavor in good faith to create such a market.
<PAGE>
Page 8 of 12 Pages
Under its call rights, GM has the right, exercisable at
any time or times in whole or in part, to purchase Covered Shares
from HHMI at any time from March l, 1989 until the dates set
forth below, in the amounts set forth below:
Date Number of Covered Shares
February 28, 1991 20,000,000
February 29, 1992 10,000,000
February 28, 1993 10,000,000
February 28, 1995 15,000,000
The purchase price per share of the shares set forth opposite the
first three dates above is $35.00, and the purchase price per
share of the shares set forth opposite the final date above (the
"1995 Call Shares") is $37.50. HHMI has the right to sell any or
all of the 1995 Call Shares together with the put rights related
thereto and, at HHMI's option, the call obligations related
thereto to institutional buyers after March l, 1990 subject to an
escrow arrangement. HHMI has a cash settlement option with
respect to any or all of the 1995 Call Shares called by GM, which
it may exercise by paying to GM the amount, if any, for each 1995
Call Share as to which such call option is exercised, equal to
the amount by which (i) the average market price of Class H Stock
over the 10 consecutive business days preceding the call of such
shares by GM exceeds (ii) $37.50. Any 1995 Call Shares as to
which HHMI exercises the foregoing option will no longer be
subject to the benefits or restrictions of the Class H Stock
Agreement.
<PAGE>
Page 9 of 12 Pages
Except as described above, HHMI is prohibited during
the term of the Class H Stock Agreement from selling,
transferring or otherwise disposing of Covered Shares as to which
the related puts and calls have expired, other than pursuant to
(i) a public offering of 2,000,000 or more shares of Class H
Stock effected through customary firm commitment underwriting
arrangements (an "Organized Offering"), which shares HHMI may,
subject to certain exceptions, request GM to register under the
Securities Act, (ii) one or more offers, sales, transfers or
other dispositions of Covered Shares by or for the account of
HHMI in any manner other than in an Organized Offering during any
consecutive thirty-day period (a "Thirty-Day Offering" and,
together with an Organized Offering, a "Distribution"), or (iii)
a registration statement filed by GM under the Securities Act
with respect to an underwritten offering by GM for its own
account of shares of Class H Stock in which HHMI may elect to
participate, subject to certain limitations. GM has the right,
subject to appeal by HHMI to an independent investment banker, to
prevent any proposed Distribution by HHMI on terms which GM
believes will have a material adverse effect on the market price
of Class H Stock. The Class H Stock Agreement also prohibits
HHMI from making more than two Distributions during any
consecutive twelve-month period (determined on a rolling basis),
commencing any Distribution within 120 days after the termination
of any Organized Offering, or within 30 days after termination of
<PAGE>
Page 10 of 12 Pages
a Thirty-Day Offering by HHMI, or selling, transferring or
otherwise disposing of shares of Class H Stock during the 30
consecutive calendar days prior to each date on which HHMI may
exercise put rights with respect to Covered Shares. In addition,
GM has the right to purchase, on the terms and subject to the
conditions set forth therein, all or a portion of any Covered
Shares (or, in some cases, Core Shares) proposed to be sold by
HHMI in a Distribution. Pursuant to the Class H Stock Agreement,
HHMI is also prohibited from commencing any Distribution or
otherwise offering or selling or soliciting offers to purchase
Covered Shares during the 30-day period following a request by GM
that it refrain from such transactions in Covered Shares. GM
may, subject to certain exceptions and limitations, make such a
request whenever it intends to make a public offering of Class H
Stock.
The Class H Stock Agreement generally will terminate on
the earlier of (i) the date on which all put and call rights
<PAGE>
Page 11 of 12 Pages
described above have expired or been exercised, or
(ii) ten business days after March 1, 1995.
Item 7. Material to be Filed as Exhibits.
The following Exhibits are filed with this Amendment
No. 2:
Executive Officers and Trustees of HHMI (Exhibit A)
Class H Stock Agreement (Exhibit B)
<PAGE>
Page 12 of 12 Pages
Signatures
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 28, 1989
HOWARD HUGHES MEDICAL INSTITUTE
By /s/ William T. Quillen
William T. Quillen, Esq.
Vice President, General Counsel
and Secretary
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
William T. Quillen, Esq., Vice President, General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1991
(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 schedule 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).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 5 Pages
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)
Not Applicable (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
43,935,000
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 43,935,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,935,000
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)
49.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 5 Pages
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged, except that Exhibit A is deleted in its
entirety and is replaced by Exhibit A to this Statement,
which sets forth the name, business address, present
principal occupation or employment (and the name, principal
business and address of any corporation or other
organization in which such employment is conducted) of each
of the executive officers and trustees of Howard Hughes
Medical Institute ("HHMI").
Item 3. Source and Amount of Funds or other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows (defined terms used
herein are as defined in the Class H Stock Agreement):
(i) HHMI exercised the 1991 Put Right created
under the Class H Stock Agreement dated as of February 27,
1989 between HHMI and General Motors Corporation ("General
Motors") in a transaction which involved the sale of
20,000,000 shares of Class H stock to General Motors. The
purchase price per share was $30. The Put Closing Date was
March 1, 1991.
(ii) Since the filing of Amendment No. 2 on
February 28, 1989, the Institute has disposed of 518,200
Core Shares and now holds 8,935,000 Core Shares as part of
<PAGE>
Page 4 of 5 Pages
its core investment portfolio and makes decisions from time
to time with respect to the retention or disposition thereof
in the same manner as it deals with other securities in its
portfolio.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 43,935,000 shares, or
approximately 49.9 percent of the issued and outstanding
Class H Stock. To the best of HHMI's knowledge, none of the
other persons named or referred to in response to Item 2
hereof beneficially owns any shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock
were effected within the past 60 days 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 the
disposition by HHMI of 20,000,000 shares on March 1, 1991
described in paragraph (i) of Item 4.
(d) and (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.
The following Exhibits are filed with this
Amendment No. 3:
Executive Officers and Trustees of HHMI (Exhibit
A)
<PAGE>
Page 5 of 5 Pages
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: March 1, 1991
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ William T. Quillen
William T. Quillen, Esq.
Vice President, General Counsel,
and Secretary
<PAGE>
Page 1 of 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
Jose E. Trias, Esq., Vice President and General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 1992
(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 schedule 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 4 Pages
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
00
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
7 SOLE VOTING POWER
33,779,700
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 33,779,700
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,779,700
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)
47.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 4
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged, except that Exhibit A is deleted in its
entirety and is replaced by Exhibit A to this statement, which
sets forth the name, business address, present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted) of each of the executive officers and
trustees of Howard Hughes Medical Institute ("HHMI").
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows (defined terms used herein
are as defined in the Class H Stock Agreement):
(i) HHMI exercised the 1992 Put Right created under
the Class H Stock Agreement dated as of February 27, 1989 between
HHMI and General Motors Corporation ("General Motors") in a
transaction which involved the sale of 10,000,000 shares of Class
H stock to General Motors. The purchase price per share was $30.
The Put Closing Date was March 2, 1992.
(ii) Since the filing of Amendment No. 3 on March 1,
1991, the Institute has disposed of 155,300 Core Shares and now
holds 8,779,700 Core Shares as part of its core investment
portfolio and makes decisions from time to time with respect to
the retention or disposition thereof in the same manner as it
deals with other securities in its portfolio.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 33,779,700 shares, or
approximately 47.3 percent of the issued and outstanding Class H
stock. To the best of HHMI's knowledge, none of the other
persons named or referred to in response to Item 2 hereof
beneficially owns any shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock were
effected within the past 60 days 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 the disposition by HHMI of
10,000,000 shares on March 2, 1992 described in paragraph (i) of
Item 4.
<PAGE>
Page 4 of 4 Pages
(d) and (e) Unchanged.
Item 6. Contracts. Arrangements. Understandings or
Relationship With Respect to Securities of the Issuer.
Unchanged.
Item 7. Material to be Filed as Exhibits.
The following Exhibits are filed with this Amendment
No. 4: Executive Officers and Trustees of HHMI
(Exhibit A).
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: March 2, 1992
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Jose E. Trias
Jose E. Trias, Esq.
Vice President, General Counsel,
and Secretary
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
Jose E. Trias, Esq., Vice President and General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 1992
(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 schedule 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 6 Pages
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
00
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
7 SOLE VOTING POWER
32,903,600
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 32,903,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,903,600
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)
50.96%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 6
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 as follows (capitalized terms used
herein have the meaning assigned to them herein or in the Class H
Stock Agreement):
(i) On September 4, 1992, HHMI and GM entered into an
agreement (the "1992 Agreement") related to an offering of Class
H Stock (the "Offering") contemplated by the Registration
Statement on Form S-3 (File No. 33-48951) filed by GM on
August 28, 1992, as amended (the "Registration Statement"). The
1992 Agreement provides that, upon the execution by GM, prior to
January 1, 1993, of an underwriting agreement or agreements with
respect to the Offering (the "Underwriting Agreement"), GM will
promptly notify HHMI and deliver to HHMI with such notice (a) a
letter agreement by and among HHMI, GM, and certain underwriters
for the Offering, relating to HHMI's shares of Class H Stock (the
"Lock-up Agreement") and (b) an agreement to amend certain
provisions of the Class H Stock Agreement as described below (the
"Amendment"). The Lock-up Agreement will provide that, except
with respect to any exercise of Call Rights or Put Rights under
the Class H Stock Agreement, as amended, HHMI will not offer,
sell, contract to sell, or otherwise dispose of shares of Class H
Stock, without the prior written consent of Merrill Lynch,
Pierce, Fenner & Smith Incorporated on behalf of the underwriters
for the Offering, for a period of 90 days after the date of the
notice by GM to HHMI of the execution of the Underwriting
Agreement (the "Lock-up Period"). The 1992 Agreement will expire
on January 1, 1993 and will be of no further force or effect if
GM has not executed an Underwriting Agreement prior to such date.
(ii) Since filing Amendment No. 4 on March 2, 1992,
HHMI has disposed of 876,100 Core Shares and now holds 7,903,600
Core Shares. As more fully described in Item 6, if, pursuant to
the terms of the 1992 Agreement, the Class H Stock Agreement is
amended, at least 250,000 Core Shares and up to 500,000 Core
Shares, as determined under a formula in the 1992 Agreement, will
be converted to Series III Call Shares and 1993 Put Shares.
<PAGE>
Page 4 of 6
In addition, the restriction imposed under the Class H Stock
Agreement on the sale, transfer, or other disposition by HHMI of
its shares of Class H Stock (or the offer for sale or
solicitation of offers to purchase any such shares) during the 30
calendar days prior to each Put Date would be changed to a
restriction on the sale, transfer, or other disposition by HHMI
of any such shares (or offer for sale or solicitation of offers
to purchase any such shares) during the five consecutive New York
Stock Exchange trading days ending on and including the trading
day immediately prior to each Put Date. HHMI has no agreement
with any party limiting its right freely to sell or otherwise
dispose of Core Shares except as provided for pursuant to the
Class H Stock Agreement or the 1992 Agreement.
(iii) It is HHMI's present intent not to sell or
otherwise dispose of its Core Shares prior to expiration of the
1992 Agreement providing for execution of the Lock-Up Agreement.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 32,903,600 shares, or
approximately 50.96 percent, of the issued and outstanding shares
of Class H Stock. To the best of HHMI's knowledge, none of the
other persons named or referred to in response to Item 2 hereof
beneficially owns any shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock were
effected within the past 60 days 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 the following open market sales
on the New York Stock Exchange of Core Shares by HHMI:
Date Number of Shares Price Per Share
July 15, 1992 8,600 $25.375
July 24, 1992 17,800 25.250
August 5, 1992 7,200 25.644
August 6, 1992 32,000 26.027
(d) and (e) Unchanged.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except pursuant to the Class H Stock Agreement and the
1992 Agreement, neither HHMI nor, to the best of HHMI's
knowledge, any other person named or referred to in response to
Item 2 hereof, has any contracts, arrangements, understandings,
or relationships with any person relating to any securities of
GM, including but not limited to transfer or voting of any of the
<PAGE>
Page 5 of 6
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
In the event of the execution by GM of the Underwriting
Agreement prior to January 1, 1993, GM and HHMI would execute the
Lock-up Agreement and the Amendment, thereby imposing certain
restrictions on the sale or other disposition by HHMI of Core
Shares, and amending certain terms of the Class H Stock
Agreement, effective as of the date of notice by GM to HHMI of
the execution by GM of the Underwriting Agreement.
The Lock-up Agreement would provide that, except with
respect to any exercise of Call Rights or Put Rights under the
Class H Stock Agreement, as amended, HHMI will not offer, sell,
contract to sell, or otherwise dispose of shares of Class H
Stock, without the prior written consent of Merrill Lynch,
Pierce, Fenner & Smith Incorporated on behalf of the
Underwriters, for a period of 90 days after the date of notice by
GM to HHMI of the execution of the Underwriting Agreement.
Under the Amendment, the maximum number of Series III Call
Shares which GM has the right to purchase from HHMI, and the
number of 1993 Put Shares which HHMI has the right to sell to GM
under the Class H Stock Agreement, would be increased to
10,000,000 plus (a) 500,000, if the total number of shares of
Class H Stock to be sold in the Offering as set forth in the
Underwriting Agreement (not including any shares to be sold
pursuant to any over-allotment option) (the "Firm Shares") equals
or exceeds 20,000,000, or (b) if the number of Firm Shares is
less than 20,000,000, the greater of (I) 250,000 and (II) 500,000
multiplied by a fraction, the numerator of which equals the
number of Firm Shares and the denominator of which equals
20,000,000. The Class H Stock Agreement, as amended by the
Amendment, will remain in full force and effect.
Item 7. Material to be Filed as Exhibits.
The following Exhibit is filed with this Amendment No. 5:
1992 Agreement (Exhibit A).
<PAGE>
Page 6 of 6
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: September 4, 1992
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Jose E. Trias, Esq.
Jose E. Trias, Esq.
Vice President, General Counsel,
and Secretary
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
Jose E. Trias, Esq., Vice President and General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1992
(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 schedule 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 5 Pages
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
00
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
7 SOLE VOTING POWER
32,903,600
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 32,903,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,903,600
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)
50.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
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 as follows (capitalized terms used
herein have the meaning assigned to them herein or in the Class H
Stock Agreement or in the 1992 Agreement):
(i) On October 15, 1992, HHMI received notice from GM
that GM had executed the Underwriting Agreement in connection
with the Offering contemplated by the Registration Statement.
Accordingly, GM, HHMI, and certain underwriters for the Offering
entered into the Lock-up Agreement which provides that HHMI will
not offer, sell, contract to sell, or otherwise dispose of shares
of Class H Stock, without the prior written consent of Merrill
Lynch, Pierce, Fenner & Smith Incorporated on behalf of the
underwriters for the Offering, for a period of 90 days from
October 15, 1992.
(ii) As more fully described in Item 6, the Class H
Stock Agreement has been amended to reduce the number of Core
Shares by 500,000 shares and to increase the Series III Call
Shares and 1993 Put Shares by 500,000 shares. In addition, the
restriction imposed under the Class H Stock Agreement on the
sale, transfer, or other disposition by HHMI of its shares of
Class H Stock (or the offer for sale or solicitation of offers to
purchase any such shares) during the 30 calendar days prior to
each Put Date has been amended to a restriction on the sale,
transfer, or other disposition by HHMI of any such shares (or
offer for sale or solicitation of offers to purchase any such
shares) during the five consecutive New York Stock Exchange
trading days ending on and including the trading day immediately
prior to each Put Date.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 32,903,600 shares, or
approximately 50.6 percent, of the 65,024,374 issued and
outstanding shares of Class H Stock as of September 30, 1992, and
approximately 35.4 percent of the 93,024,374 issued and
outstanding shares after giving effect to the 28,000,000 issuance
<PAGE>
Page 4 of 5
of the shares in the Offering. To the best of HHMI's knowledge,
none of the other persons named or referred to in response to
Item 2 hereof beneficially owns any shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock were
effected within the past 60 days 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.
(d) and (e) Unchanged.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Unchanged, except as follows (capitalized terms used
herein have the meaning assigned to them herein, in the Class H
Stock Agreement or in the 1992 Class H Stock Agreement):
On October 15, 1992 HHMI received notice from GM that
GM had executed the Underwriting Agreement in connection with the
Offering contemplated by the Registration Statement. Accordingly,
GM, HHMI, and certain underwriters for the Offering entered into
the Lock-up Agreement which provides that HHMI will not offer,
sell, contract to sell, or otherwise dispose of shares of Class H
Stock, without the prior written consent of Merrill Lynch,
Pierce, Fenner & Smith Incorporated on behalf of the underwriters
for the Offering, for a period of 90 days from October 15, 1992.
Pursuant to the Amendment, the maximum number of
Series III Call Shares which GM has the right to purchase from
HHMI, and the number of 1993 Put Shares which HHMI has the right
to sell to GM under the Class H Stock Agreement, has been
increased to 10,500,000. The Class H Stock Agreement, as amended
by the Amendment, remains in full force and effect.
Item 7. Material to be Filed as Exhibits.
The following Exhibits are filed with this Amendment
No. 6:
Lock-up Agreement (Exhibit A)
Amendment (Exhibit B)
<PAGE>
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: November 6, 1992
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Jose E. Trias, Esq.
Jose E. Trias, Esq.
Vice President, General Counsel,
and Secretary
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
GENERAL MOTORS CORPORATION
(Name of Issuer)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
Jose E. Trias, Esq., Vice President and General Counsel and Secretary
Howard Hughes Medical Institute
6701 Rockledge Drive, Bethesda, MD 20817 (301) 571-0200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 1993
(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 schedule 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 7 Pages
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
00
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
7 SOLE VOTING POWER
32,903,600
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 32,903,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,903,600
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)
34.8%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 7
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged, except that Exhibit A is deleted in its
entirety and is replaced by Exhibit A to this Statement, which
sets forth the name, business address, and present principal
occupation or employment (and the name, principal business, and
address of any corporation or other organization in which such
employment is conducted) of each of the trustees and executive
officers of Howard Hughes Medical Institute ("HHMI").
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows (capitalized terms used in
this Amendment No. 7 to Schedule 13D have the meaning assigned to
them herein, in the Class H Stock Agreement, as amended, or in
the 1992 Agreement):
On October 15, 1992, HHMI, GM, and certain underwriters
for the Offering entered into the Lock-up Agreement which
provided that HHMI would not offer, sell, contract to sell, or
otherwise dispose of shares of Class H Stock, without the prior
written consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated on behalf of the underwriters for the Offering, for
a period of 90 days from October 15, 1992. The 90-day period
provided for in the Lock-up Agreement ended on January 13, 1993.
Consequently, the Institute's Class H Stock is no longer subject
to restriction under the Lock-up Agreement.
HHMI presently intends to dispose of Covered Shares
from time to time, if and when favorable market conditions exist,
(i) through the exercise of the put rights or the exercise by GM
of the call rights with respect to such Shares or (ii) through
public or private sales of such Shares, in each case in
accordance with the terms of the Class H Stock Agreement, as
amended, and the provisions of applicable securities law.
HHMl will hold its shares of Class H Stock other than
Covered Shares ("Core Shares") as part of its core investment
portfolio and will make decisions from time to time with respect
to the retention or disposition thereof in the same manner as it
deals with other securities in its portfolio.
<PAGE>
Page 4 of 7
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 32,903,600 shares of Class
H Stock, or approximately 34.8% of the 94,545,722 shares of Class
H Stock issued and outstanding as of November 30, 1992, as
provided to HHMI by the issuer's investor relations department.
To the best of HHMI's knowledge, none of the other persons named
or referred to in response to Item 2 hereof beneficially owns any
shares of Class H Stock.
(b) Unchanged.
(c) No transactions in shares of Class H Stock were
effected within the past 60 days 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.
(d) and (e) Unchanged.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Unchanged, except as follows:
On October 15, 1992, HHMI, GM, and certain underwriters
for the Offering entered into the Lock-up Agreement which
provided that HHMI would not offer, sell, contract to sell, or
otherwise dispose of shares of Class H Stock, without the prior
written consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated on behalf of the underwriters for the Offering, for
a period of 90 days from October 15, 1992. The 90-day period
provided for in the Lock-up Agreement ended on January 13, 1993.
Consequently, the Institute's Class H Stock is no longer subject
to restriction under the Lock-up Agreement.
Item 7. Material to be Filed as Exhibits.
The following Exhibits are filed with this Amendment
No. 7:
Trustees and Executive Officers of HHMI (Exhibit A)
<PAGE>
Page 5 of 7
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: January 14, 1993
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Jose E. Trias, Esq.
Jose E. Trias, Esq.
Vice President, General Counsel,
and Secretary
<PAGE>
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)
Class H Common Stock, par value $0.10 per share
(Title of Class of Securities)
370442 501
(CUSIP Number)
Jose E. Trias, Esq., Vice President and General Counsel and Secretary
Howard Hughes Medical Institute
4000 Jones Bridge Road, Chevy Chase, MD 20815 (301) 215-8850
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1993
(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 schedule 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 6 Pages
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
00
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
7 SOLE VOTING POWER
22,343,600
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 22,343,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,343,600
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)
26.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 6
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged, except that Exhibit A is deleted in its
entirety and is replaced by Exhibit A to this Statement, which
sets forth the name, business address, and present principal
occupation or employment (and the name, principal business, and
address of any corporation or other organization in which such
employment is conducted) of each of the trustees and executive
officers of Howard Hughes Medical Institute ("HHMI").
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows (capitalized terms used in
this Amendment No. 8 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):
(i) HHMI exercised the 1993 Put Right under the
Class H Stock Agreement in a transaction which involved the sale
of 10,500,000 shares of Class H Stock to General Motors
Corporation ("General Motors"). The purchase price per share was
$30. The Put Closing Date was March 1, 1993.
(ii) Since the filing of Amendment No. 7 to Schedule
13D on January 14, 1993, the Institute has disposed of 60,000
core Shares and now holds 7,343,600 Core Shares as part of its
Core investment portfolio and makes decisions from time to time
with respect to the retention or disposition thereof in the same
manner as it deals with other securities in its portolio.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 22,343,600 shares of
Class H Stock, or approximately 26.2% of 85,313,989 shares of
Class H Stock (95,813,989 shares of Class H Stock issued and
outstanding as of January 31, 1993, as provided to HHMI by the
issuer's investor relations department, minus 10,500,000 shares
purchased by General Motors from HHMI on March 1, 1993, described
in paragraph (i) of Item 4, above). To the best of HHMI's
knowledge, none of the other persons named or referred to in
<PAGE>
Page 4 of 6
response to Item 2 hereof benefically owns any shares of Class H
Stock.
(b) Unchanged.
(c) Since the filing of Amendment No. 7 to Schedule
13D, 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 the
disposition by HHMI of 10,500,000 1993 Put Shares on March 1,
1993, described in paragraph (i) of Item 4, above, and the
following open market sales on the New York Stock Exchange of
Core Shares by HHMI:
Date Number of Shares Price Per Share
January 18, 1993 500 $26.75
January 19, 1993 10,000 26.75
January 22, 1993 25,000 26.625
February 3, 1993 24,500 26.9592
(d) and (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.
The following Exhibits are filed with this Amendment
No. 8:
Trustees and Executive Officers of HHMI (Exhibit A)
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: March 1, 1993
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Jose E. Trias, Esq.
Jose E. Trias, Esq.
Vice President, General Counsel,
and Secretary
