<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
InSite Vision Incorporated
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
457660108
-----------------------------------------
(CUSIP Number)
* 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
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 1 of 10 Pages
<PAGE> 2
CUSIP No. 457660108 SCHEDULE 13G Page 2 of 10 Pages
--------------------- -------- -------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
Mellon Bank, N.A. as Trustee for the
General Motors Hourly-Rate Employes Pension Trust
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) Citizenship or Place of Organization
New York
---------------------------------------------------------------------
(5) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 503,951
Each --------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(8) Shared Dispositive Power
503,951
--------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
503,951
---------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
3.9%
---------------------------------------------------------------------
(12) Type of Reporting Person*
EP
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 457660108 SCHEDULE 13G Page 3 of 10 Pages
--------------------- -------- -------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
Mellon Bank, N.A. as Trustee for the
General Motors Salaried Employes Pension Trust
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) Citizenship or Place of Organization
New York
---------------------------------------------------------------------
(5) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 503,951
Each --------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(8) Shared Dispositive Power
503,951
--------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
503,951
---------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
3.9%
---------------------------------------------------------------------
(12) Type of Reporting Person*
EP
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 457660108 SCHEDULE 13G Page 4 of 10 Pages
--------------------- -------- -------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
General Motors Investment Management Corporation
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
---------------------------------------------------------------------
(5) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 1,007,902
Each --------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(8) Shared Dispositive Power
1,007,902
--------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,007,902
---------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
7.8%
---------------------------------------------------------------------
(12) Type of Reporting Person*
IA, CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Page 5 of 10 Pages
-------- --------
Item 1.
(a) Name of Issuer:
InSite Vision Incorporated ("IVI")
(b) Address of Issuer's Principal Executive Offices:
965 Atlantic Ave.
Alameda, CA 94501
Item 2.
(a) Name of Person Filing:
(i) Mellon Bank, N.A. as Trustee for the General
Motors Hourly-Rate Employes Pension Trust,
and
Mellon Bank, N.A. as Trustee for the General
Motors Salaried Employes Pension Trust
("Trust Funds")
(ii) General Motors Investment Management
Corporation ("GMIMCo")
(b) Address of Principal Business Office:
(i) Trust Funds
c/o Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
(ii) GMIMCo
767 Fifth Avenue
New York, New York 10153
(c) Citizenship:
(i) Trust Funds - New York
(ii) GMIMCo - Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number: 457660108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ X ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940 (in the case of GMIMCo)
(f) [ X ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund (in the case of
the Trust)
(g) [ ] Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with section 230.13d-1(b)(1)(ii)(H)
<PAGE> 6
Page 6 of 10 Pages
-------- --------
Item 4. Ownership.
The Trust Funds are trusts formed under and for the benefit of one or
more employee benefit plans ("Plans") of General Motors Corporation
("GM") and its subsidiaries. GMIMCo is registered as an investment
adviser under the Investment Advisers Act of 1940. Its principal
business is providing investment advice and investment management
services with respect to the assets of the Plans and of certain direct
and indirect subsidiaries of GM and associated entities. The Trust
Funds and GMIMCo are referred to herein as the "Reporting Persons."
GMIMCo has the responsibility to select and terminate investment
managers with respect to the Plans. It also itself manages certain
assets of the Plans. GMIMCo has discretionary authority over the
assets of the Plans which it manages including voting and investment
power with respect to shares of IVI Common included among such assets.
In view of GMIMCo's management of certain assets of the Plans, the
following information is being provided as of December 31, 1997 with
respect to such shares of IVI Common under management by the GMIMCo
for the benefit of the Plans(1)(2):
(a) Amount of Beneficially Owned:
(i) Trust Funds - 503,951 shares, General Motors Hourly-Rate
Employes Pension Trust
and
503,951 shares, General Motors Salaried
Employes Pension Trust
(ii) GMIMCo - 1,007,902 shares;
(b) Percent of Class:
(i) Trust Funds - 3.9% General Motors Hourly Rate
Employes Pension Trust
and
3.9% General Motors Salaried
Employes Pension Trust
(ii) GMIMCo - 7.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 0
(ii) shared power to vote or to direct the vote -
same as set forth under Item 4(a) above
(iii) sole power to dispose or to direct the
disposition of - 0
(iv) shared power to dispose or to direct the
disposition of - same as set forth under
Item 4(a) above.
The various trusts established under the Plans invest in a variety of
investment media, including publicly traded and privately placed
securities. Such investments could include shares of IVI Common
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 such trusts are made by the trustees thereof or unrelated
investment managers, who, in so acting, act independently of GMIMCo
(although the appointment of such investment managers is subject
to authorization of and termination by GMIMCo as noted above).
No information regarding any such holdings by such trusts under the
Plans is contained in this statement.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ X ]. (3)
- ------------
(1) Pursuant to Rule 13d-4, the Reporting Person expressly declares that the
filing of this statement shall not be construed as an admission that any such
Person is, for the purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities
covered by this statement.
(2) This Schedule 13G amends the Schedule 13D filed November 4, 1993, for this
Issuer by this Reporting Person.
(3) Applies to the Trust Funds only.
<PAGE> 7
Page 7 of 10 Pages
-------- --------
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. Certification.
By signing below the undersigned certifies that, to the best of
the undersigned's 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.
<PAGE> 8
Page 8 of 10 Pages
-------- --------
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 20, 1998
MELLON BANK, N.A. as Trustee for the
GENERAL MOTORS HOURLY-RATE EMPLOYES
PENSION TRUST (as directed by General
Motors Investment Management Corporation)
By: ROBERT F. SASS
--------------------------------------
Name: Robert F. Sass
Title: Vice President
Mellon Bank, N.A.
MELLON BANK, N.A. as Trustee for the
GENERAL MOTORS SALARIED EMPLOYES
PENSION TRUST (as directed by General
Motors Investment Management Corporation)
By: ROBERT F. SASS
--------------------------------------
Name: Robert F. Sass
Title: Vice President
Mellon Bank, N.A.
<PAGE> 9
Page 9 of 10 Pages
-------- --------
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 20, 1998
GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
By: MARGARET M. EISEN
---------------------------------------------
Name: Margaret M. Eisen
Title: Managing Director,
North American Equities
<PAGE> 10
Page 10 of 10 Pages
--------- --------
Exhibit 1
JOINT REPORTING PERSON AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership by the undersigned of shares of Common Stock of InSite Vision
Incorporated 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.
Date: February 20, 1998
MELLON BANK, N.A. as Trustee for the
GENERAL MOTORS HOURLY-RATE EMPLOYES
PENSION TRUST (as directed by General
Motors Investment Management Corporation)
By: ROBERT F. SASS
--------------------------------------
Name: Robert F. Sass
Title: Vice President
Mellon Bank, N.A.
MELLON BANK, N.A. as Trustee for the
GENERAL MOTORS SALARIED EMPLOYES
PENSION TRUST (as directed by General
Motors Investment Management Corporation)
By: ROBERT F. SASS
--------------------------------------
Name: Robert F. Sass
Title: Vice President
Mellon Bank, N.A.
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
BY: MARGARET M. EISEN
--------------------------------------
Name: Margaret M. Eisen
Title: Managing Director,
North American Equities
