UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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)
May 4, 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 2,503,800
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,503,800
WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,503,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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 as follows (capitalized terms
used in this Amendment No. 15 to Schedule 13D
and not defined herein have the meaning
assigned to them in the Schedule 13D and
amendments thereto previously filed by HHMI
with respect to its holdings of Class H Stock,
in the Class H Stock Agreement, as amended, in
the 1992 Agreement or in the Class H Stock Sale
Agreement):
On May 4, 1995, HHMI completed the sale of
15,000,000 shares of Class H Stock to the
Underwriters pursuant to the terms of the
Underwriting Agreement and the Pricing
Agreement. Based upon the purchase price of
$37.45 per share, HHMI received $561,750,000 at
the closing of the sale. Pursuant to the Class
H Stock Sale Agreement, HHMI has agreed to
reimburse GM for GM's out-of-pocket expenses
incurred in the connection with the Offering.
As previously reported, HHMI has agreed to
refrain from offering to sell, selling or
otherwise disposing of Class H Stock or any
securities convertible into or exchangeable for
Class H Stock for 90 days following the
Offering. HHMI currently holds 2,503,800
shares of Class H Stock. These shares are held
as part of HHMI's core investment portfolio.
HHMI will make decisions with respect to the
retention or disposition of such shares in the
same manner as it deals with other securities
in its portfolio. HHMI has no current plan or
intent to sell any shares of its Class H Stock.
HHMI's Class H Stock investment constitutes one
of its largest equity positions.
Since the filing of Amendment No. 14 to
Schedule 13D, HHMI, as described above, has
disposed of 15,000,000 shares of Class H Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) HHMI owns beneficially 2,503,800 shares of
Class H Stock, or approximately 2.6% of
the 95,093,416 shares of Class H Stock
reported to be outstanding as of March 31,
1995 in Amendment No. 2 to the
registration statement filed on Form S-3
by GM in connection with the Offering. 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) Except for the sale of 15,000,000 shares
of Class H Stock to the Underwriters (as
described herein), 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.
(d) Unchanged.
(e) Unchanged.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Unchanged, except as follows (capitalized terms
used in this Amendment No. 15 to Schedule 13D
and not defined herein have the meaning
assigned to them in the Schedule 13D and
amendments thereto previously filed by HHMI
with respect to its holdings of Class H Stock,
in the Class H Stock Agreement, as amended, in
the 1992 Agreement or in the Class H Stock Sale
Agreement):
The sale by HHMI of 15,000,000 shares of Class
H Stock to the Underwriters pursuant to the
Underwriting Agreement and the Pricing
Agreement was completed on May 4, 1995. The
purchase price paid by the Underwriters to HHMI
for the Class H Shares was $37.45 per share.
HHMI received $561,750,000 from the
Underwriters at the closing of the sale.
HHMI has agreed that during the period
beginning from the date of the prospectus and
continuing to and including the date 90 days
after the date of the Prospectus, not to offer
or sell, or solicit offers to purchase, any
shares of Class H Stock or any securities which
are convertible or exchangeable into Class H
Stock, without the written consent of Goldman,
Sachs & Co. and Salomon Brothers Inc, except
for the shares offered in connection with the
Offering.
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: May 8, 1995
HOWARD HUGHES MEDICAL INSTITUTE
\s\ Craig A. Alexander
Craig A. Alexander, Esq.
Deputy General Counsel
and Assistant Secretary
