UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. "___")
DATA PROCESSING RESOURCES CP
(NAME OF ISSUER)
Common Stock
(TITLE CLASS OF SECURITIES)
237823109
(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. 237823109 PAGE 2 OF 9
1. NAME OF REPORTING PERSON/EIN
State Street Bank and Trust Co as trustee for General Motors Employees Global
Group Pension Trust
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
6. SHARED VOTING POWER 1,038,900
SHARES
7. SOLE DISPOSITIVE POWER
SHARES
8. SHARED DISPOSITIVE POWER 1,038,900
SHARES
9. TOTAL BENEFICIALLY OWNED 1,038,900
SHARES
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
8.81%
12. TYPE OF REPORTING PERSON* EP
CUSIP NO. 237823109 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
6. SHARED VOTING POWER 1,038,900
SHARES
7. SOLE DISPOSITIVE POWER
SHARES
8. SHARED DISPOSITIVE POWER 1,038,900
SHARES
9. TOTAL BENEFICIALLY OWNED 1,038,900
SHARES
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
8.81%
12. TYPE OF REPORTING PERSON* IA, CO
SCHEDULE 13G PAGE 4 OF 9
ITEM 1.
(A) NAME OF ISSUER
DATA PROCESSING RESOURCES CP
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
4400 MACARTHUR BLVD
SUITE 600
NEWPORT BEACH, CA 92660
ITEM 2.
(A) NAME OF PERSON FILING (SSB or other)
(i) State Street Bank and Trust Company ("Trust") as trustee for
General Motors Employes Global Group Pension Trust ("GMIMCo")
(ii) General Motors Investment Management Corp.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
(i) 225 Franklin Street Boston MA 02110
(ii) 767 Fifth Ave. New York, NY 10153
(C) CITIZENSHIP
(i) Trust - New York
(ii) GMIMCo - Delaware
(D) TITLE CLASS OF SECURITIES
Common
(E) CUSIP NUMBER
237823109
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 ADVISOR REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISORS 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. Five investment managers acting with respect to the plans are Pecks
Management Partners Ltd., Capital Guardian Trust Company, Franklin
Portfolio Associates, Geewax Terker & Company, and West Peak Investment
Advisors, L.P. (the "External Mangers"). GMIMCo and the External Managers
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 Managers, the following information is being provided as of
December 31, 1998 with respect to such securities of the Issuer under
management by the External Mangers for the benefit of the Plans (1) (2):
(A) AMOUNT BENEFICIALLY OWNED
(i) Trust 1,038,900 (2)
(ii) GMIMCo 1,038,900 (2)
(B) PERCENT OF CLASS
(i) Trust 8.81% (2)
(ii) GMIMCo 8.81% (2)
(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
1,038,900
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
1,038,900
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.
- - - - - - - - - - - - - - - - - -
(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.
(2)Includes 941,300 shares which may be acquired upon the conversion of
certain of the Issuer's convertible securities, calculated in accordance
with Rule 13d-3(d)(1).
PAGE 6 of 9
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. 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
GLOBAL 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/ Margaret M. Eisen
Name: Margaret M. Eisen
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 Data Processing
Resources CP 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
GLOBAL 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/ Margaret M. Eisen
Name: Margaret M. Eisen
Title: Managing Director
