UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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., Deputy 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)
December 21, 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).
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SCHEDULE 13D
CUSIP No. 370442 501 Page 2 of 5
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
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 19,345,900
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
19,345,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,345,900
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)
20.8%
14 TYPE OF REPORTING PERSON
CO
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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 that the last two paragraphs of
Item 4 of Amendment No. 7 to Schedule 13D are replaced with
the following (capitalized terms used in this Amendment No.
11 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):
Consistent with its goal of prudent
diversification of its investment portfolio, the Institute
intends to reduce its holdings of Class H Stock. The
Institute will decide whether, when, and in what manner, it
will reduce its holdings of Class H Stock in light of market
conditions and the alternatives available to it. As
previously reported, the Institute is free to dispose of
Core Shares in any manner and at any time except during the
five trading days ending on and including February 28, 1995
(the "Lock-out Period"). Prior to March 2, 1995, the
Institute may sell or dispose of its Covered Shares only to
GM through the exercise of its put rights or through the
exercise by GM of its call rights or, except during the
Lock-out Period, in non-public transactions to institutional
investors.
Since the filing of Amendment No. 10 to
Schedule 13D, the Institute has disposed of 704,700 Core
Shares and now holds 4,345,900 Core Shares and 15,000,000
Covered Shares.
Item 5. Interest in Securities of the Issuer.
(a) HHMI owns beneficially 19,345,900 shares of
Class H Stock, or approximately 20.8% of the 93,082,758
shares of Class H Stock reported to be outstanding on the
cover page of GM's most recent quarterly report for the
quarter ended September 30, 1994. To the best of HHMI's
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Page 4 of 5
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 for a sale
by HHMI on December 19, 1994, of 300,000 shares at a price
of $32.50 per share in the third market.
(d) Unchanged.
(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.
None.
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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: December 22, 1994
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Craig A. Alexander
________________________
Craig A. Alexander, Esq.
Deputy General Counsel
and Assistant Secretary
