UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. 2)
InSite Vision Incorporated
(NAME OF ISSUER)
Common Stock
(TITLE CLASS OF SECURITIES)
457660108
(CUSIP NUMBER)
12/31/98
(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 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).
CUSIP NO. 457660108 PAGE 2 OF 6
1. NAME OF REPORTING PERSON/EIN
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
SHARES 0
6. SHARED VOTING POWER
SHARES 1,007,902
7. SOLE DISPOSITIVE POWER
SHARES 0
8. SHARED DISPOSITIVE POWER
SHARES 1,007,902
9. TOTAL BENEFICIALLY OWNED
SHARES 1,007,902
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.60%
12. TYPE OF REPORTING PERSON*
IA, CO
SCHEDULE 13G PAGE 3 OF 6
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 (SSB or other)
(i) General Motors Investment Management Corporation
("GMIMCo")
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
(i) GMIMCo
767 Fifth Avenue
New York, NY 10153
(C) CITIZENSHIP
(i) GMIMCo - Delaware
(D) TITLE 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:
(select)
(E)[x] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940 (in the case of GMIMCO)
Page 4 of 6
ITEM 4. OWNERSHIP
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.
GMIMCo is referred to herein as the "Reporting Person."
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 they manage including voting and investment power with respect to
securities of the Issuer 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, 1998 with respect to such securities of
the Issuer under management for the benefit of the Plans (1):
(A) AMOUNT BENEFICIALLY OWNED
(i) GMIMCo - 1,007,902
(B) PERCENT OF CLASS
(i) GMIMCo - 6.60%
(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 DISPOSITIO -
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 the Issuer 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
NOT APPLICABLE
- --------------
(footnotes)
(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
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
PAGE 5 OF 6
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 6 of 6
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.
Dated: March ___, 1999
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: ______________________________________
Name:
Title:
