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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
General Motors Corporation
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(Name of Issuer)
Class E Common Stock, 370442 24 2
par value $.10 per share
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(Title of class of securities) (CUSIP number)
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Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing 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.)
*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 the disclosures provided in a prior cover page.
The information required in 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 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).
(Continued on following page(s))
(Page 1 of 5 Pages) <PAGE>
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CUSIP No. 370442 24 2 13G Page 2 of 5
1 NAME OF REPORTING Finance Committee of the Board of
PERSONS: Directors of General Motors
Corporation, as named fiduciary of
certain pension funds.
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE
PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A N/A
GROUP:* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF N/A
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: N/A
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 157,455,371**
OWNED BY
EACH 7 SOLE DISPOSITIVE N/A
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE 157,455,371**
POWER:
9 AGGREGATE AMOUNT 157,455,371**
BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A
EXCLUDES CERTAIN SHARES:* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 35.9%**
(9):
12 TYPE OF REPORTING 00
PERSON:*
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
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ITEM 4. OWNERSHIP
(a)-(c) Subject to the discussion below, as of December 31, 1995,
the Committee may be deemed the beneficial owner, on behalf of the
Plans (as defined in Item 2 of this information statement), for
purposes of Sections 13(d) and 13(g) of the Act of a total of
157,455,371 shares of Class E Common Stock, representing approximately
35.9% of the shares of Class E Common Stock outstanding or deemed
outstanding, as to all of which shares the Committee may be deemed to
share the power to direct the voting or disposition thereof.
The Committee is the named fiduciary (in accordance with ERISA) of
the Plans and in such capacity has the power to appoint investment
managers for holdings of GM securities contributed to the Plans. On
November 4, 1992, pursuant to an Exchange and Registration Agreement
with GM, the Plans acquired from GM 26,098,448 shares of Class E
Common Stock, which then represented approximately 11% of the issued
and outstanding shares of Class E Common Stock, and also received a
cash payment, all in exchange for certain shares of preference stock
of GM previously contributed by GM to and then owned by the Plans.
The Prudential Insurance Company of America ("Prudential") had
previously been appointed by the Committee as investment manager for
the Plans with respect to such preference stock and Prudential acted
for the Plans in such exchange and continued as investment manager
with responsibility for the shares of Class E Common Stock issued in
exchange therefor. Pursuant to the terms of such appointment,
Prudential had the power to vote and dispose of such shares of Class E
Common Stock held by the Plans (until September 1, 1993). The
Committee did not direct Prudential with respect to the acquisition of
such shares of Class E Common Stock or subsequently with respect to
the voting thereof or the disposition or continued ownership thereof
by the Plans.
On September 1, 1993, Bankers Trust Company ("Bankers Trust")
succeeded Prudential as trustee and investment manager for the Plans
with respect to such shares of Class E Common Stock, by appointment by
the Committee. Pursuant to the terms of such appointment, Bankers
Trust had the power to vote and dispose of such shares of Class E
Common Stock held by the Plans (until March 13, 1995). The Committee
did not direct Bankers Trust with respect to the voting or the
disposition or continued ownership by the Plans of such shares of
Class E Common Stock.
On March 13, 1995, GM contributed to the Hourly Plan 173,163,187
shares of Class E Common Stock, constituting approximately 39.5% of
the then outstanding shares of Class E Common Stock. The Committee
had appointed United States Trust Company of New York ("U.S. Trust")
to act for the Hourly Plan in connection with such contribution and on
March 13, 1995, pursuant to such appointment, U.S. Trust became
trustee and investment manager for the Hourly Plan with respect to
such shares and also with respect to 16,924,032 shares of Class E
Common Stock then held in trust for the Hourly Plan and managed by
Bankers Trust, as discussed above. Bankers Trust continued as trustee
and investment manager on behalf of the Salaried Plan for the
9,174,416 shares of Class E Common Stock it then held in trust for the
Salaried Plan. Accordingly, on March 13, 1995, U.S. Trust had the
power to vote and dispose of 190,087,219 shares of Class E Common
Stock owned by the Hourly Plan, representing approximately 43.3% of
the then outstanding shares of Class E Common Stock, and Bankers Trust
had the power to vote and dispose of 9,174,416 shares of Class E
Common Stock owned by the Salaried Plan, representing approximately
2.1% of the then outstanding shares of Class E Common Stock. The
Committee's deemed beneficial ownership at March 31, 1995 of the
shares of Class E Common Stock owned by the Plans and managed by U.S.
Trust, Bankers Trust and various other independent investment managers
for the Plans was reported on the Committee's Amendment No. 1 dated
April 10, 1995 to its Schedule 13G information statement respecting
Class E Common Stock.
On June 14 and 15, 1995, the Hourly Plan, as directed by U.S.
Trust, sold a total of 40,550,000 shares of Class E Common Stock
(thereby reducing the Hourly Plan's ownership of shares of Class E
Common Stock by
Page 3 of 5 Pages
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more than 5% of such shares outstanding) and the Salaried Plan, as
directed by Bankers Trust, sold a total of 2,000,000 shares of Class E
Common Stock, in each case pursuant to a registered public offering.
The Committee did not direct U.S. Trust or Bankers Trust with respect
to such sales of shares of Class E Common Stock. The Committee's
deemed beneficial ownership at June 30, 1995 of the shares of Class E
Common Stock owned by the Plans and managed by U.S. Trust, Bankers
Trust and various other independent investment managers for the Plans
was reported on the Committee's Amendment No. 2 dated July 7, 1995 to
its Schedule 13G information statement respecting Class E Common
Stock. In addition, at about this time, the Salaried Plan, as
directed by Bankers Trust, sold 106,000 shares of Class E Common Stock
to another GM employee benefit plan. The Committee did not direct
Bankers Trust with respect to such disposition of such shares of Class
E Common Stock.
At December 31, 1995, U.S. Trust had the power to vote and dispose
of 149,537,219 shares of Class E Common Stock owned by the Hourly
Plan, representing approximately 34.1% of the then outstanding shares
of Class E Common Stock, and Bankers Trust had the power to vote and
dispose of 7,068,416 shares of Class E Common Stock owned by the
Salaried Plan, representing approximately 1.6% of the then outstanding
shares of Class E Common Stock. In addition, at December 31, 1995,
various other independent investment managers for the Plans, who were
appointed to act for the Plans by General Motors Investment Management
Corporation ("GMIMCo"), a wholly-owned subsidiary of GM retained by
the Committee to perform certain investment management and
administrative functions for the Plans, had the power to vote and
dispose of a total of 400,900 shares of Class E Common Stock owned by
the Plans and certain shares of preference stock of GM that are
convertible into 448,836 shares of Class E Common Stock, representing
together approximately 0.2% of the shares of Class E Common Stock that
would then be outstanding upon conversion of such shares of preference
stock.
Although the Committee does not exercise voting or dispositive
powers with respect to the Class E Common Stock owned by the Plans, it
may be deemed to be the beneficial owner, on behalf of the Plans, for
purposes of Sections 13(d) and 13(g) of the Act of the shares of Class
E Common Stock held in trust for the Plans by U.S. Trust and Bankers
Trust because it has the right under certain circumstances to
terminate within 60 days the appointment of U.S. Trust and/or Bankers
Trust as trustees and investment managers for the Hourly Plan and
Salaried Plan, respectively, with respect to such shares. In
addition, although the Committee does not exercise voting or
dispositive powers with respect to the other shares of Class E Common
Stock or the shares of GM preference stock convertible into shares of
Class E Common Stock owned by the Plans and managed by other
independent investment managers appointed by GMIMCo, it may be deemed
to be the beneficial owner on behalf of the Plans for purposes of
Sections 13(d) and 13(g) of the Act of such shares of Class E Common
Stock because it has the power under certain circumstances to cause
GMIMCo to terminate such appointments within 60 days. Notwithstanding
the foregoing, the filing of this statement is not an admission that
the Committee is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this statement
and such beneficial ownership is disclaimed.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 14, 1996
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Date
/s/ R. Charles Tschampion
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Signature
R. Charles Tschampion, Managing
Director, Investment Strategy &
Asset Allocation and
Representative of the Finance
Committee of the Board of
Directors of General Motors
Corporation *
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Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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* Certification of authorization to sign this statement
has been filed as Exhibit 1 to the reporting person's
Amendment No. 1 dated April 10, 1995 to its Schedule 13G
information statement respecting Class E Common Stock.
Page 5 of 5 Pages
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