UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
General Motors Corporation
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(Name of Issuer)
Common, $1-2/3 par value
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(Title of Class of Securities)
370442105
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(CUSIP Number)
July 24, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("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 13G
CUSIP NO. 370442105 Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FIAT S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
Not Applicable. (b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
5 SOLE VOTING POWER
NUMBER OF Not applicable.
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 32,053,422
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH
Not applicable.
8 SHARED DISPOSITIVE POWER
32,053,422
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,053,422
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12 TYPE OF REPORTING PERSON*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 370442105 Page 3 of 6 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FIAT AUTO PARTECIPAZIONI S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[ ]
Not applicable.
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
5 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY Not applicable.
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING
PERSON 32,053,422
WITH 7 SOLE DISPOSITIVE POWER
Not applicable.
8 SHARED DISPOSITIVE POWER
32,053,422
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,053,422
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12 TYPE OF REPORTING PERSON*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
------------
Item 1 (a) Name of Issuer:
General Motors Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
300 Renaissance Center, Jefferson Avenue, Detroit,
MI 48265-3000
Item 2 (a) Name of Person Filing:
(1) Fiat S.p.A.
(2) Fiat Auto Partecipazioni S.p.A.
Item 2 (b) Address of Principal Business Office:
The address of the principal business office of each
person filing is:
(1) Fiat S.p.A.: Via Nizza 250, 10126 Turin, Italy
(2) Fiat Auto Partecipazioni S.p.A. C.so Agnelli 200, 10135
Turin, Italy
Item 2 (c) Citizenship:
Each person filing is a corporation organized under
the laws of Italy.
Item 2 (d) Title of Class of Securities:
Common Stock, par value $1-2/3 per share.
Item 2 (e) CUSIP Number:
370442105
Item 3 Not applicable.
Item 4 Ownership:
(a) Amount Beneficially Owned:32,053,422
(b) Percent of Class: 5.6%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Not applicable.
(ii) Shared power to vote or to direct the vote:
32,053,422
(iii) Sole power to dispose or to direct the
disposition of:
Not applicable
(iv) Shared power to dispose or to direct the
disposition of:
32,053,422
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below we certify that, to the best of our
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
<PAGE>
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.
FIAT S.p.A.
Dated: July 28, 2000 By:/s/ Paolo Cantarella
------------------------------
Name: Paolo Cantarella
Title: Chief Executive Officer
<PAGE>
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.
FIAT AUTO PARTECIPAZIONI S.p.A.
Dated: July 28, 2000 By:/s/ Paolo Cantarella
------------------------
Name: Paolo Cantarella
Title: Chairman
<PAGE>
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as amended,
each of the undersigned agrees that the statement on Schedule 13G filed herewith
shall be filed on behalf of each of the undersigned.
FIAT S.p.A.
By:/s/ Paolo Cantarella
------------------------------
Name: Paolo Cantarella
Title: Chief Executive Officer
FIAT AUTO PARTECIPAZIONI S.p.A.
By:/s/ Paolo Cantarella
------------------------------
Name: Paolo Cantarella
Title: Chairman
