UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. 1)
Americas Income Trust, Inc.
(NAME OF ISSUER)
Common Stock
(TITLE CLASS OF SECURITIES)
03060Q103
(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. 03060Q103 PAGE 2 OF 9
1. NAME OF REPORTING PERSON/EIN
State Street Bank and Trust Company, as trustee for General Motors
Employee Domestic Group Pension Trust (Trust)(1)
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
New York, New York
5. SOLE VOTING POWER
SHARES 0
6. SHARED VOTING POWER
SHARES 0
7. SOLE DISPOSITIVE POWER
SHARES 0
8. SHARED DISPOSITIVE POWER
SHARES 0
9. TOTAL BENEFICIALLY OWNED
SHARES 0
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
0.0%
12. TYPE OF REPORTING PERSON*
EP
(footnote)
1. State Street Bank and Trust Company succeeded Mellon Bank, N.A. as
trustee in 1998
CUSIP NO. 03060Q103 PAGE 3 OF 9
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 0
7. SOLE DISPOSITIVE POWER
SHARES 0
8. SHARED DISPOSITIVE POWER
SHARES 0
9. TOTAL BENEFICIALLY OWNED
SHARES 0
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
0.0%
12. TYPE OF REPORTING PERSON*
IA, CO
SCHEDULE 13G PAGE 4 OF 9
ITEM 1.
(A) NAME OF ISSUER
Americas Income Trust, Inc. ("AIT")
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
222 S. 9th Street
Minneapolis, MN 55402
ITEM 2.
(A) NAME OF PERSON FILING (SSB or other)
(i) State Street Bank and Trust Company, as trustee for
General
Motors Employes Domestic Group Pension Trust ("Trust")
(ii) General Motors Investment Management Corporation
("GMIMCo")
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
(i) Trust
c/o State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(ii) GMIMCo
767 Fifth Avenue
New York, NY 10153
(C) CITIZENSHIP
(i) Trust - New York
(ii) GMIMCo - Delaware
(D) TITLE CLASS OF SECURITIES
Common Stock
(E) CUSIP NUMBER
03060Q103
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 either E or F)
(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)
SEE SECTION 240.13d-1(b)(1)(ii)(F)
Page 5 of 9
ITEM 4. OWNERSHIP
The Trust is a trust 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 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 and the External Manager have
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 and GMIMCo's
authority to terminate the External Manager, the following
information is being provided as of December 31, 1998 with respect to
such securities of the Issuer under management by the External
Manager for the benefit of the Plans (1):
(A) AMOUNT BENEFICIALLY OWNED
(i) Trust - 0
(ii) GMIMCO - 0
(B) PERCENT OF CLASS
(i) Trust - 0
(ii) GMIMCO - 0
(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 [x]
- --------------
(footnotes)
(1) Pursuant to Rule 13d-4. The Reporting Persons expressly declare
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
PAGE 6 OF
9
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 7 of 9
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 18, 1999
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS EMPLOYES
DOMESTIC GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)
By: /s/ Michael Connors
Name: Michael Connors
Title: Assistant Vice President
Page 8 of 9
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 18, 1999
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Charles G. Froland
Name: Charles G. Froland
Title: Managing Director
Page 9 of 9
JOINT FILING 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
Americas Income Trust, 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: March 18, 1999
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS EMPLOYES
DOMESTIC GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)
By: /s/ Michael Connors
Name: Michael Connors
Title: Assistant Vice President
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Charles G. Froland
Name: Charles G. Froland
Title: Managing Director
