UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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
400 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)
January 10, 1995
(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 this statement: [ ]
SCHEDULE 13D
CUSIP No. 370442 50 1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Howard Hughes Medical Institute
I.R.S. Identification No. 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
State of Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 18,394,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 18,394,000
WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,394,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14. TYPE OF REPORTING PERSON
CO
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 paragraph of
Item 4 of Amendment No. 11 to Schedule 13D is
replaced with the following (capitalized terms
used in this Amendment No. 12 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. 11 to
Schedule 13D, the Institute has disposed of
951,900 Core Shares and now holds 3,394,000
Core Shares and 15,000,000 Covered Shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented as
follows:
(a) HHMI owns beneficially 18,394,000 shares
of Class H Stock, or approximately 19.8%
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 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 New York Stock Exchange of Core Shares
by HHMI:
(i) On January 11, 1995, HHMI sold
1,100 shares of Class H Stock, at
a price of $34.625 per share;
(ii) On January 10, 1995, HHMI sold
163,200 shares of Class H Stock,
at a price of $34.7032 per share;
(iii) On January 9, 1995, HHMI sold
164,700 shares of Class H Stock,
at a price of $34.5112 per share;
(iv) On January 9, 1995, HHMI sold
54,000 per shares of Class H Stock
at a price of $34.519 per share;
(v) On January 6, 1995, HHMI sold
53,600 shares of Class H Stock, at
a price of $34.558;
(vi) On January 5, 1995, HHMI sold
84,600 shares of Class H Stock, at
a price of $34.665 per share;
(vii) On January 5, 1995, HHMI sold
44,000 shares of Class H Stock, at
a price of $34.75 per share;
(viii) On January 3, 1995, HHMI sold
83,800 shares of Class H Stock, at
a price of $34.925;
(ix) On January 4, 1995, HHMI sold
37,000 shares of Class H Stock, at
a price of $34.966;
(x) On December 30, 1994, HHMI sold
60,200 shares of Class H Stock, at
a price of $35.0631 per share;
(xi) On December 29, 1994, HHMI sold
62,500 shares of Class H Stock, at
a price of $35.0040 per share;
(xii) On December 28, 1994, HHMI sold
25,000 shares of Class H Stock, at
a price of $35.625;
(xiii) On December 23, 199, HHMI sold
108,200 shares of Class H Stock,
at a price of $36.00 per share;
and
(xiv) On December 22, 1994, HHMI sold
10,000 shares of Class H Stock, at
a price of $35.75 per share.
(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.
S I G N A T U R E
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 12, 1995
HOWARD HUGHES MEDICAL INSTITUTE
/s/ Craig A. Alexander
__________________________________
Craig A. Alexander, Esq.
Deputy General Counsel
and Assistant Secretary
