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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
(Amendment No. _)*
APPLIED MAGNETICS CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.10 PER SHARE. 038213104
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
FEBRUARY 12, 1999
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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:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page should 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 purposes 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).
(Continued on following page(s))
(Page 1 of 9 Pages)
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NYFS05...:\40\72240\0366\2220\SCH2099R.41A
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CUSIP No. 038213104 13G Page 2 of 9 pages
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<S> <C>
1 NAMES OF REPORTING PERSONS: GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: 0
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,900,989
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 4,900,989
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9 AGGREGATE AMOUNT BENEFICIALLY 4,900,989
OWNED BY EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES:
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11.7%(1)
(9)
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12 TYPE OF REPORTING PERSON: IA
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(1) Based upon the shares outstanding pursuant to information received from
ChaseMellon Shareholder Services, as Transfer Agent, on February 12, 1999
and the shares that Applied Magnetics Corporation is obligated to issue
pursuant to its merger with Das Devices, Inc., which was consummated on
February 11, 1999.
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CUSIP No. 038213104 13G Page 3 of 9 pages
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1 NAMES OF REPORTING PERSONS: THE CHASE MANHATTAN BANK,
AS TRUSTEE FOR
FIRST PLAZA GROUP TRUST
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF NEW YORK
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: 0
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,900,989
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 4,900,989
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9 AGGREGATE AMOUNT BENEFICIALLY 4,900,989
OWNED BY EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES:
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11.7%(1)
(9)
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12 TYPE OF REPORTING PERSON: EP
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(1) Based upon the shares outstanding pursuant to information received from
ChaseMellon Shareholder Services, as Transfer Agent, on February 12, 1999
and the shares that Applied Magnetics Corporation is obligated to issue
pursuant to its merger with Das Devices, Inc., which was consummated on
February 11, 1999.
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SCHEDULE 13G
ITEM 1
(a) NAME OF ISSUER:
APPLIED MAGNETICS CORPORATION
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
75 Robin Hill Road
Goleta, California 93117
ITEM 2
(a) NAME OF PERSON FILING:
(1) The Chase Manhattan Bank, as Trustee for
First Plaza Group Trust (the "Trust")
(2) General Motors Investment Management Corporation ("GMIMCo")
The Trust and GMIMCo are referred to herein collectively as the
"Reporting Persons". A joint filing agreement of the Reporting
Persons is attached hereto as Exhibit I.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
(1) c/o The Chase Manhattan Bank
Floor 18-W
4 Chase Metrotech Center
Brooklyn, New York 11245
(2) 767 Fifth Avenue
New York, New York 10153
Page 4 of 9
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(c) CITIZENSHIP:
(1) New York
(2) Delaware
(d) TITLE OF CLASS OF SECURITIES:
Common Stock par value $0.10 per share
(e) CUSIP NUMBER: 038213104
ITEM 3
(1) The Trust - (f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(2) GMIMCo - (e) [x] An investment adviser in accordance with Rule
13d- 1(b)(1)(ii)(E);
ITEM 4 OWNERSHIP.
(a) Amount Beneficially Owned:
(1) The Trust: 4,900,989 shares [1]
(2) GMIMCo: 4,900,989 shares [1]
(b) Percent of Class (based upon the shares outstanding pursuant to
information received from ChaseMellon Shareholder Services, as
Transfer Agent, on February 12, 1999 and the shares that Applied
Magnetics corporation is obligated to issue pursuant to its merger
with Das Devices, Inc., which was consummated on February 11, 1999):
(1) 11.7% [1]
(2) 11.7% [1]
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(1) The Trust: 0
Page 5 of 9
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(2) GMIMCo: 0
(ii) Shared power to vote or to direct the vote
(1) The Trust: 4,900,989 [2]
(2) GMIMCo: 4,900,989 [2]
(iii) Sole power to dispose or to direct the disposition of
(1) The Global Trust: 0
(2) GMIMCo: 0
(iv) Shared power to dispose or to direct the disposition of
(1) The Trust: 4,900,989 [2]
(2) GMIMCo: 4,900,989 [2]
[1] The Trust is a pension trust formed pursuant to the laws of the State of
New York and the United States of America and presently holds assets in
respect of trusts for the benefit of certain employee benefit plans of
General Motors Corporation ("GM") and its subsidiaries. These shares may be
deemed to be owned beneficially by GMIMCo, a wholly-owned subsidiary of GM;
however, interests in the Trust are held for the account of certain
employee benefit plans. GMIMCo is registered as an investment adviser under
the Investment Advisers Act of 1940. GMIMCo's principal business is
providing investment advice and investment management services with respect
to the assets of certain employee benefit plans of GM and its subsidiaries
and with respect to the assets of certain direct and indirect subsidiaries
of GM and associated entities. GMIMCo is serving as investment manager with
respect to these shares and in that capacity it has the sole power to
direct The Chase Manhattan Bank, as a Trustee for the Trust (the
"Trustee"), as to the voting and disposition of these shares. Because of
the Trustee's limited role, beneficial ownership of the shares by the
Trustee is disclaimed.
[2] The Trust invests in a variety of investment media, including publicly
traded and privately placed securities. Such investments could include
Common Stock and/or other securities of the Issuer in addition to those
referred to in this Statement ("Additional Securities"). The investment and
voting decisions regarding any Additional Securities which might be owned
by the Trust are made by the trustees thereof or unrelated investment
managers who, in so acting, act independently of the Reporting Persons
(although the appointment of the trustees and the investment managers is
subject to authorization of GMIMCo). The Reporting Persons do not have or
share voting power or investment power over any Additional Securities which
might be held by the Trust. No information regarding any such holdings by
the Trust is contained in this Statement.
Page 6 of 9
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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.
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 CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and 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 7 of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
THE CHASE MANHATTAN BANK, in its capacity as
Trustee for FIRST PLAZA GROUP TRUST (as
directed by General Motors Investment
Management Corporation), and not in its
individual capacity
By: /s/ Joseph Connell
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Name: Joseph Connell
Title: Vice President
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Charles Froland
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Name: Charles Froland
Title: Managing Director
General Motors Investment
Management Corporation
February 19, 1999
Page 8 of 9
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EXHIBIT INDEX
Exhibit No. Description
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I Joint Filing Agreement, dated February 19, 1999 between The
Chase Manhattan Bank, as Trustee for First Plaza Group Trust
and General Motors Investment Management Corporation.
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that
the Schedule 13G filed on or about this date with respect to the beneficial
ownership by the undersigned of Common Stock of Applied Magnetics Corporation is
being, and any and all amendments to such Schedule may be, filed on behalf of
each of the undersigned. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: February 19, 1999
THE CHASE MANHATTAN BANK, in its capacity as
Trustee for FIRST PLAZA GROUP TRUST (as
Directed by General Motors Investment
Management Corporation), and not in its
individual capacity
By: /s/ Joseph Connell
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Name: Joseph Connell
Title: Vice President
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Charles Froland
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Name: Charles Froland
Title: Managing Director
General Motors Investment
Management Corporation
Page 9 of 9
