<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
Lexmark International Group, Inc.
________________________________________________________________
(Name of Issuer)
Class A Common Stock
________________________________________________________________
(Title of Class of Securities)
529771107
_____________________________
(CUSIP Number)
Page 1 of 8 Pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 529771107 13G Page 2 of 8 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Plaza Group Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF ----
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
----
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING ----
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
----
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
6,738,941 shares
(see Item 4(a) FN.1).
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
9.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
EP
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 529771107 13G Page 3 of 8 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Motors Investment Management Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 6,738,941 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
----
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 6,738,941 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
----
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
6,738,941 shares
(see Item 4(a) FN.1).
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
9.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 8 Pages
<PAGE>
SCHEDULE 13G
------------
(Amendment No. 1)
Item 1(a) Name of Issuer:
Lexmark International Group, Inc.
1(b) Address of Issuer's Principal Executive Offices:
One Lexmark Centre Drive
Lexington, Kentucky 40550
Item 2(a) Name of Person Filing:
This Statement is filed on behalf of:
(1) First Plaza Group Trust ("First Plaza"); and
(2) General Motors Investment Management Corporation
("GMIMCo")
First Plaza and GMIMCo are referred to herein collectively as the
"Reporting Persons". A joint filing agreement of the Reporting
Persons is attached hereto as Exhibit 1.
2(b) Address of Principal Business Office or, if none,
Residence:
(1) c/o Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(2) 767 Fifth Avenue
New York, New York 10153
2(c) Citizenship:
(1) New York
(2) Delaware
2(d) Title of Class of Securities:
Class A Common Stock
2(e) CUSIP Number:
529771107
Page 4 of 8 Pages
<PAGE>
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b):
The Reporting Persons are not filing in any of the
capacities listed in Item 3; rather, the Reporting Persons
are filing pursuant to Rule 13d-1(c).
Item 4(a) Amount beneficially owned:
(1) By First Plaza: 6,738,941 shares
(2) By GMIMCo: 6,738,941 shares/1/
FN 1. First Plaza is a group trust formed pursuant to the
laws of the State of New York and the United States of
America under and 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.
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 (the
"Plans") and with respect to the assets of certain direct
and indirect subsidiaries of GM and associated entities.
GMIMCo is serving as First Plaza's investment manager with
respect to these shares and in that capacity it has the sole
power to direct Mellon Bank, N.A., as the Trustee for First
Plaza (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.
4(b) Percent of Class/2/:
(1) 9.6%
(2) 9.6%/1/
FN 2. The percentage of issued and outstanding shares of
Class A Common Stock of the Issuer held by the Reporting
Person has been calculated on the basis of 70,213,603 shares
of Class A Common Stock issued and outstanding (excluding
treasury shares) at December 31, 1996.
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:/3/
(1) By First Plaza: ----
(2) By GMIMCo: 6,738,941
(ii) shared power to vote or to direct the vote:
----
Page 5 of 8 Pages
<PAGE>
(iii) sole power to dispose or to direct the disposition of:/3/
(1) By First Plaza: ----
(2) By GMIMCo: 6,738,941
FN 3. 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 Class A 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 such trusts 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 such trusts under the Plans. No
information regarding any such holdings by such trusts
under the Plans is contained in this Statement.
(iv) shared power to dispose or to direct the disposition of:
----
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
Page 6 of 8 Pages
<PAGE>
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
The certification presented in Item 10 is not required as the
Reporting Persons are filing pursuant to Rule 13d-1(c) rather
than Rule 13d-1(b).
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Mellon Bank, N.A., solely 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/ Allan M. Seaman
--------------------------------------------
Name: Allan M. Seaman
Title: Associate Counsel
General Motors Investment Management Corporation
By: /s/ Margaret M. Eisen
--------------------------------------------
Name: Margaret M. Eisen
Title: Managing Director,
North American Equities
February 6, 1997
*The decision to participate in this investment, any representations made
herein by the participant, and any actions taken hereunder by the
participant has/have been made solely at the direction of the investment
fiduciary who has sole investment discretion with respect to this
investment.
Page 7 of 8 Pages
<PAGE>
Exhibit 1
---------
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and between all the undersigned that
Amendment No. 1 to the Schedule 13G filed on or about this date with respect to
the beneficial ownership by the undersigned of shares of Class A Common Stock,
par value $.01 per share, of Lexmark International Group, Inc. 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 6, 1997
MELLON BANK, N.A.,
as Trustee for First Plaza Group Trust
(as directed by General Motors Investment
Management Corporation)*
By: /s/ Allan M. Seaman
-------------------------------------------
Name: Allan M. Seaman
Title: Associate Counsel
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Margaret M. Eisen
------------------------------------------
Name: Margaret M. Eisen
Title: Managing Director,
Domestic Equity
*The decision to participate in this investment, any representations made
herein by the participant, and any actions taken hereunder by the
participant has/have been made solely at the direction of the investment
fiduciary who has sole investment discretion with respect to this
investment.
Page 8 of 8 Pages
<PAGE>
SCHEDULE I
----------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Lexmark International Group, Inc.
________________________________________________________________
(Name of Issuer)
Class A Common Stock
________________________________________________________________
(Title of Class of Securities)
529771107
_____________________________
(CUSIP Number)
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting 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
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 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 8 Pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 529771107 13G Page 2 of 8 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Plaza Group Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF ----
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
----
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING ----
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
----
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
8,029,941 shares
(see Item 4(a) FN.1).
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
EP
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 529771107 13G Page 3 of 8 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Motors Investment Management Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 8,029,941 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
----
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 8,029,941 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
----
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
8,029,941 shares
(see Item 4(a) FN.1).
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 8 Pages
<PAGE>
SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
Lexmark International Group, Inc.
1(b) Address of Issuer's Principal Executive Offices:
55 Railroad Avenue
Greenwich, Connecticut 06836
Item 2(a) Name of Person Filing:
This Statement is filed on behalf of:
(1) First Plaza Group Trust ("First Plaza"); and
(2) General Motors Investment Management Corporation
("GMIMCo")
First Plaza and GMIMCo are referred to herein collectively as
the "Reporting Persons". A joint filing agreement of the
Reporting Persons is attached hereto as Exhibit 1.
2(b) Address of Principal Business Office or, if none,
Residence:
(1) c/o Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(2) 767 Fifth Avenue
New York, New York 10153
2(c) Citizenship:
(1) New York
(2) Delaware
2(d) Title of Class of Securities:
Class A Common Stock
2(e) CUSIP Number:
529771107
Page 4 of 8 Pages
<PAGE>
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b):
The Reporting Persons are not filing in any of the
capacities listed in Item 3; rather, the Reporting Persons
are filing pursuant to Rule 13d-1(c).
Item 4(a) Amount beneficially owned:
(1) By First Plaza: 8,029,941 shares
(2) By GMIMCo: 8,029,941 shares/1/
FN 1. First Plaza is a group trust formed pursuant to the
laws of the State of New York and the United States of
America under and 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.
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 (the
"Plans") and with respect to the assets of certain direct
and indirect subsidiaries of GM and associated entities.
GMIMCo is serving as First Plaza's investment manager with
respect to these shares and in that capacity it has the sole
power to direct Mellon Bank, N.A., as the Trustee for First
Plaza (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.
4(b) Percent of Class:
(1) 11.4%
(2) 11.4%/1/
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:/2/
(1) By First Plaza: ----
(2) By GMIMCo: 8,029,941
(ii) shared power to vote or to direct the vote:
----
Page 5 of 8 Pages
<PAGE>
(iii) sole power to dispose or to direct the disposition of:/2/
(1) By First Plaza: ----
(2) By GMIMCo: 8,029,941
FN 2. 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 Class A 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 such trusts 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 such trusts under the Plans. No
information regarding any such holdings by such trusts
under the Plans is contained in this Statement.
(iv) shared power to dispose or to direct the disposition of:
----
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:
The Finance Committee of the Board of Directors of GM as the
named fiduciary of the Plans has the authority to direct that
payments be made from one or more of the trusts under the Plans
(which may include dividends from or proceeds from the sale of
share of Class A Common Stock) to other trusts under the Plans
and to other persons.
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
Page 6 of 8 Pages
<PAGE>
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
The certification presented in Item 10 is not required as the
Reporting Persons are filing pursuant to Rule 13d-1(c) rather
than Rule 13d-1(b).
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Mellon Bank, N.A., solely 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/ Allan M. Seaman
--------------------------------------------
Name: Allan M. Seaman
Title: Associate Counsel
General Motors Investment Management Corporation
By: /s/ Margaret M. Eisen
--------------------------------------------
Name: Margaret M. Eisen
Title: Managing Director,
Domestic Equity
February 12, 1996
*The decision to participate in this investment, any representations made
herein by the participant, and any actions taken hereunder by the
participant has/have been made solely at the direction of the investment
fiduciary who has sole investment discretion with respect to this
investment.
Page 7 of 8 Pages
<PAGE>
Exhibit 1
---------
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and between 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 Class A Common Stock, par value $.01
per share, of Lexmark International Group, Inc. 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 12, 1996
MELLON BANK, N.A.,
as Trustee for First Plaza Group Trust
(as directed by General Motors Investment
Management Corporation)*
By: /s/ Allan M. Seaman
----------------------------------------
Name: Allan M. Seaman
Title: Associate Counsel
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Margaret M. Eisen
----------------------------------------
Name: Margaret M. Eisen
Title: Managing Director,
Domestic Equity
*The decision to participate in this investment, any representations made
herein by the participant, and any actions taken hereunder by the
participant has/have been made solely at the direction of the investment
fiduciary who has sole investment discretion with respect to this
investment.
Page 8 of 8 Pages
