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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Electronic Data Systems Corporation
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(Name of Issuer)
Common Stock, 285661-99-7
par value $0.01 per share
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(Title of class of securities) (CUSIP number)
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Check the following box if a fee is being paid with this statement [x].
(A fee is not required only if the filing 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 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 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).
(Continued on following page(s))
(Page 1 of 7 Pages)
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CUSIP No. 285661-99-7 13G Page 2 of 7
1 NAME OF REPORTING Investment Funds Committee of the
PERSONS: Board of Directors of General
Motors Corporation, as named
fiduciary of certain pension
funds.
S.S. OR I.R.S. N/A
IDENTIFICATION NO. OF ABOVE
PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF N/A
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: --**
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 133,807,135**
OWNED BY
EACH 7 SOLE DISPOSITIVE --**
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE 133,807,135**
POWER:
9 AGGREGATE AMOUNT 133,807,135**
BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A
EXCLUDES CERTAIN SHARES:* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 27.5%**
(9):
12 TYPE OF REPORTING 00
PERSON:*
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
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ITEM 1(A). NAME OF ISSUER:
Electronic Data Systems Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5400 Legacy Drive
Plano, Texas 75024
ITEM 2(A). NAME OF PERSON FILING:
Investment Funds Committee (the "Committee") of the Board of
Directors of General Motors Corporation ("GM"), as named fiduciary
under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), for the General Motors Retirement Program for Salaried
Employees (the "Salaried Employees Plan") and for the General Motors
Hourly-Rate Employees Pension Plan (the "Hourly Employees Plan" and,
together with the Salaried Employees Plan, the "Plans"). The
Committee was formerly known as the "Finance Committee." As of
December 31, 1996, the members of the Committee were Messrs. T.H.
Wyman (Chairman), C.T. Fisher, III, J.W. Marriott, Jr., E.T. Pratt,
J.G. Smale and J.F. Smith, Jr.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
c/o General Motors Corporation
767 Fifth Avenue
New York, New York 10153
Attention: Chief Investment Funds Officer
ITEM 2(C). CITIZENSHIP.
Not applicable.
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, $0.01 par value per share, of Electronic Data Systems
Corporation ("Common Stock")
ITEM 2(E). CUSIP NUMBER.
285661-99-7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 3 of 7 pages
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(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; see 13d-
1(b)(1)(ii)(F),
(g) Not applicable.
(h) Not applicable.
ITEM 4. OWNERSHIP
(a)-(c) Subject to the discussion below, as of December 31, 1996,
the Committee (as defined in Item 1(a) of this information statement
on Schedule 13G) may be deemed the beneficial owner, on behalf of the
Plans (as defined in Item 2(a) of this information statement), for
purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended (the "Act"), of a total of 133,807,135 shares of
Common Stock (as defined in Item 2(d) of this information statement),
representing approximately 27.5% of the shares of Common Stock
outstanding, as to all of which shares the Committee may be deemed to
share the power to direct the voting or disposition thereof.
The Committee is the named fiduciary (in accordance with ERISA, as
defined in Item 2(a) of this information statement) of the Plans and
in such capacity has and exercises the power to appoint investment
managers for holdings of securities contributed to the Plans. The
Committee, as named fiduciary for the Plans, has also retained General
Motors Investment Management Corporation ("GMIMCo"), a wholly-owned
subsidiary of GM that is registered with the U.S. Securities and
Exchange Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended, to perform certain investment
management and administrative functions for the Plans, including to
appoint independent investment managers for all other holdings of the
Plans. GMIMCo has appointed various independent investment managers
for the Plans, some of whom have authority to cause the Plans to
acquire publicly traded equity securities, including securities of GM.
Pursuant to the terms of such appointments by GMIMCo, such investment
managers are granted full authority over and have the power to vote
and dispose of any such GM equity securities for the Plans (subject to
any regulatory restrictions with respect thereto, as to which GMIMCo
has advised such investment managers).
On November 4, 1992, pursuant to an Exchange and Registration
Agreement with GM (as defined in Item 2(a) of this information
statement), the Plans acquired from GM 26,098,448 shares of Class E
Common Stock of GM, which then represented approximately 11% of the
issued and outstanding shares of Class E Common Stock, and also
received a cash payment, all in exchange for certain shares of
preference stock of GM previously contributed by GM to and then owned
by the Plans. The Prudential Insurance Company of America
("Prudential") had previously been appointed by the Committee as
investment manager for the Plans with respect to such preference stock
and Prudential acted for the Plans in such exchange and continued as
investment manager with responsibility for the shares of Class E
Common Stock issued in exchange therefor. Pursuant to the terms of
such appointment, Prudential was granted full authority over and had
the power to vote and dispose of such shares of Class E Common Stock
held by the Plans, subject to any regulatory restrictions with respect
thereto (until September 1, 1993). The Committee did not direct
Prudential with respect to the acquisition of such shares of Class E
Common Stock or subsequently with respect to the voting thereof or the
disposition or continued ownership thereof by the Plans. The
Committee's possible deemed beneficial ownership at December 31, 1992
of the shares of Class E Common Stock owned by the Plans and managed
by Prudential was reported on the Committee's Schedule 13G information
statement dated February 19, 1993 respecting Class E Common Stock.
On September 1, 1993, Bankers Trust Company ("Bankers Trust")
succeeded Prudential as trustee and investment manager for the Plans
with respect to such shares of Class E Common Stock, by appointment by
the Committee. Pursuant to the terms of such appointment, Bankers
Trust was granted full authority over and had
Page 4 of 7 pages
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the power to vote and dispose of such shares of Class E Common Stock
held by the Plans, subject to any regulatory restrictions with respect
thereto (until March 13, 1995). The Committee did not direct Bankers
Trust with respect to the voting or the disposition or continued
ownership by the Plans of such shares of Class E Common Stock.
On March 13, 1995, GM contributed to the Hourly Employees Plan (as
defined in Item 2(a) of this information statement) 173,163,187 shares
of Class E Common Stock, constituting approximately 39.5% of the then
outstanding shares of Class E Common Stock. The Committee had
appointed United States Trust Company of New York ("U.S. Trust") to
act for the Hourly Employees Plan in connection with such contribution
and on March 13, 1995, pursuant to such appointment, U.S. Trust became
trustee and investment manager for the Hourly Employees Plan with
respect to such shares and also with respect to 16,924,032 shares of
Class E Common Stock then held in trust for the Hourly Employees Plan
and managed by Bankers Trust, as discussed above. Pursuant to the
terms of such appointment, U.S. Trust was granted full authority over
and had the power to vote and dispose of such shares of Class E Common
Stock for the Hourly Employees Plan, subject to any regulatory
restrictions with respect thereto. Bankers Trust continued as trustee
and investment manager on behalf of the Salaried Employees Plan (as
defined in Item 2(a) of this information statement) for the 9,174,416
shares of Class E Common Stock it then held in trust for the Salaried
Employees Plan. The Committee's possible deemed beneficial ownership
at March 31, 1995 of the shares of Class E Common Stock owned by the
Plans and managed by U.S. Trust, Bankers Trust and various other
independent investment managers for the Plans was reported on the
Committee's Amendment No. 1 dated April 10, 1995 to its Schedule 13G
information statement respecting Class E Common Stock.
On June 14 and 15, 1995, the Hourly Employees Plan, as directed by
U.S. Trust, sold a total of 40,550,000 shares of Class E Common Stock
(thereby reducing the Hourly Employees Plan's ownership of shares of
Class E Common Stock by more than 5% of such shares outstanding) and
the Salaried Employees Plan, as directed by Bankers Trust, sold a
total of 2,000,000 shares of Class E Common Stock, in each case
pursuant to a registered public offering. The Committee did not
direct U.S. Trust or Bankers Trust with respect to such sales of
shares of Class C Common Stock. The Committee's possible deemed
beneficial ownership at June 30, 1995 of the shares of Class E Common
Stock owned by the Plans and managed by U.S. Trust, Bankers Trust and
various other independent investment managers for the Plans was
reported on the Committee's Amendment No. 2 dated July 7, 1995 to its
Schedule 13G information statement respecting Class E Common Stock.
In addition, at about this time, the Salaried Employees Plan, as
directed by Bankers Trust, sold 106,000 shares of Class E Common Stock
to another GM employee benefit plan. The Committee did not direct
Bankers Trust with respect to such disposition of such shares of Class
E Common Stock. The Committee's possible deemed beneficial ownership
at December 31, 1995 of the shares of Class E Common Stock owned by
the Plans and managed by U.S. Trust, Bankers Trust and various other
independent investment managers for the Plans was reported on the
Committee's Amendment No. 2 dated February 14, 1996 to its Schedule
13G information statement respecting Class E Common Stock.
On February 15 and 16, 1996, various independent investment
managers for the Plans sold certain shares of preference stock of GM
owned by the Plans, which in the aggregate were convertible into
448,836 shares of Class E Common Stock. The sale of such shares was
effectuated by these investment managers pursuant to a direction given
by GMIMCo because the preference stock had been called for redemption
by GM and could not be converted into Class E Common Stock because of
certain regulatory restrictions which at the time barred the Plans
from acquiring additional shares of Class E Common Stock.
On June 10, 1996, by operation of law pursuant to a merger
transaction, all outstanding shares of Class E Common Stock (including
those held by the Plans) were exchanged for shares of Common Stock (as
defined in
Page 5 of 7 pages
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Item 2(d) of this information statement) of Electronic Data Systems
Corporation ("EDS") on a share-for-share basis. Accordingly, as of
such date, U.S. Trust had the power to vote and dispose of 149,537,219
shares of Common Stock of EDS owned by the Hourly Employees Plan, and
Bankers Trust had the power to vote and dispose of 7,068,416 shares of
Common Stock of EDS owned by the Salaried Employees Plan. In
addition, as of such date, various other independent investment
managers of the Plans had the power to vote and dispose of a total of
284,200 shares of Common Stock of EDS.
On July 16, 1996, the Hourly Employees Plan, as directed by U.S.
Trust, sold a total of 23,000,000 shares of Common Stock of EDS,
pursuant to a registered public offering. The Committee did not
direct U.S. Trust with respect to such sale of shares of Common Stock
of EDS.
During 1996, various independent investment managers for the Plans
sold an aggregate of 199,400 shares of Class E Common Stock or of
Common Stock of EDS in public market transactions. Neither the
Committee nor GMIMCo directed such investment managers with respect to
such sales of shares.
At December 31, 1996, U.S. Trust had the power to vote and dispose
of 126,537,219 shares of Common Stock of EDS owned by the Hourly
Employees Plan, representing approximately 26.0% of the then
outstanding shares of Common Stock of EDS, and Bankers Trust had the
power to vote and dispose of 7,068,416 shares of Common Stock of EDS
owned by the Salaried Employees Plan, representing approximately 1.5%
of the then outstanding shares of Common Stock of EDS. In addition,
at December 31, 1996, various other independent investment managers
for the Plans had the power to vote and dispose of a total of 201,500
shares of Common Stock of EDS owned by the Plans, representing less
than 0.1% of the then outstanding shares of Common Stock of EDS.
Neither the Committee nor GMIMCo has directed U.S. Trust or Bankers
Trust or the other independent investment managers for the Plans
referred to above with respect to the voting or the disposition or
continued ownership by the Plans of the shares of Class E Common Stock
or of the Common Stock of EDS managed by them during the periods
discussed above. Although the Committee does not exercise voting or
dispositive powers with respect to the Common Stock of EDS owned by
the Plans, it may be deemed to be the beneficial owner, on behalf of
the Plans, for purposes of Sections 13(d) and 13(g) of the Act of the
shares of Common Stock of EDS held in trust for the Plans by U.S.
Trust and Bankers Trust because it has the right under certain
circumstances to terminate within 60 days the appointment of U.S.
Trust and/or Bankers Trust as trustees and investment managers for the
Hourly Employees Plan and Salaried Employees Plan, respectively, with
respect to such shares. In addition, although the Committee does not
exercise voting or dispositive powers with respect to the other shares
of Common Stock of EDS owned by the Plans and managed by other
independent investment managers appointed by GMIMCo, it may be deemed
to be the beneficial owner on behalf of the Plans for purposes of
Sections 13(d) and 13(g) of the Act of such shares of Common Stock of
EDS because it has the power under certain circumstances to cause
GMIMCo to terminate such appointments within 60 days. Notwithstanding
the foregoing, the filing of this statement is not an admission that
the Committee is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this statement
and such beneficial ownership is disclaimed.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my 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 7 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 14, 1997
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Date
/s/ R. Charles Tschampion
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Signature
R. Charles Tschampion, Managing
Director, Investment Strategy &
Asset Allocation and
Representative of the Investment
Funds Committee of the Board of
Directors of General Motors
Corporation (*)
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Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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(*) Certification of authorization to sign this statement
has been filed as Exhibit 1 to the reporting person's
Amendment No. 1 dated April 10, 1995 to its Schedule 13G
information statement respecting Class E Common Stock.
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