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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
(Amendment No. 1)*
ELECTRONIC DATA SYSTEMS CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE 285661 10 4
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1998
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(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 should 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 is the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
(Continued on following page(s))
(Page 1 of 8 Pages)
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NYFS05...:\40\72240\0217\114\13G2159R.39A
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CUSIP No. 285661 10 4 13G Page 2 of 8 pages
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1 NAMES OF REPORTING PERSONS: INVESTMENT FUNDS COMMITTEE OF THE BOARD OF
DIRECTORS OF GENERAL
MOTORS CORPORATION, AS A
NAMED FIDUCIARY OF
CERTAIN PENSION FUNDS.
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY): NOT APPLICABLE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF NOT APPLICABLE
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: -- (SEE ITEM 4)
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 116,110,419 (SEE ITEM 4)
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: -- (SEE ITEM 4)
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 116,110,419 (SEE ITEM 4)
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9 AGGREGATE AMOUNT BENEFICIALLY 116,110,412 (SEE ITEM 4)
OWNED BY EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES:
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 23.6% (SEE
(9) ITEM 4)
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12 TYPE OF REPORTING PERSON: OO
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ITEM 1
(a) NAME OF ISSUER:
Electronic Data Systems Corporation
(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 a 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"). As of December 31, 1998, the
members of the Committee were Messrs. C.T. Fisher III (Chairman),
G.D.C. Fisher, J.W. Marriott, Jr., J.G. Smale and J.F. Smith, Jr.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Principal Business Office:
c/o General Motors Corporation
767 Fifth Avenue
New York, New York 10153
Attention: Chief Investment Funds Officer
(c) CITIZENSHIP:
Not applicable
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value (the "Common Stock")
(e) CUSIP NUMBER: 285661-10-4
Page 3 of 8
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ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR RULE 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(f) [x] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
ITEM 4 OWNERSHIP.
(a)-(c)
Subject to the discussion below, as of December 31, 1998, the
Committee (as defined in Item 2(a) of this statement) may be deemed
the beneficial owner, on behalf of the Plans (as defined in Item
2(a) of this 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 116,110,419 shares of Common Stock (as defined in Item 2(d)
of this statement), representing approximately 23.6% of the shares
of Common Stock outstanding (based on the 492,755,842 shares
outstanding as of October 30, 1998 as reported in the Issuer's Form
10-Q for the quarterly period ended September 30, 1998), 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 a named fiduciary (in accordance with ERISA,
as defined in Item 2(a) of this statement) of the Plans and in such
capacity has and exercises the power to appoint, and terminate the
appointment of, investment managers for holdings of securities or
other property contributed to the Plans by General Motors
Corporation ("GM"). The Committee, as a 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 shares of Common Stock.
As a result of a series of transactions that occurred from
1992 through 1996 which were most recently reported in the statement
on Schedule 13G filed on behalf of the Committee on February 14,
1997, pursuant to appointment by the Committee, on December 31, 1996
United States Trust Company of New York ("U.S. Trust"), as trustee
and investment manager,
Page 4 of 8
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held on behalf of the Hourly Employees Plan (as defined in Item 2(a)
of this statement) and had the power to vote and dispose of
126,537,219 shares of Common Stock, and Bankers Trust Company
("Bankers Trust"), as trustee and investment manager, held on behalf
of the Salaried Employees Plan (as defined in Item 2(a) of the
statement) and had the power to vote and dispose of 7,068,416 shares
of Common Stock. Pursuant to the terms of such appointments by the
Committee, U.S. Trust or Bankers Trust, as the case may be, is
granted full authority over and has the power to vote and dispose of
such shares of Common Stock. In addition, as also reported in the
statement on Schedule 13G filed on behalf of the Committee on
February 14, 1997, pursuant to appointment by GMIMCo, on 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. 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 securities for the Plans
(subject to any restrictions with respect thereto as to which GMIMCo
has advised such investment managers). Because of the Committee's
power, as a named fiduciary of the Plans, to appoint, and terminate
the appointment of, U.S. Trust, Bankers Trust and GMIMCo to act for
the Plans, the Committee on December 31, 1996 may have been deemed
the beneficial owner, for purposes of Sections 13(d) and 13(g) of
the Act, of such shares of Common Stock owned by the Plans.
In August, 1998, a trust under the Hourly Employees Plan, as
directed by U.S. Trust, sold a total of 11,500,000 shares of Common
Stock, pursuant to an underwritten, registered public offering. The
Committee did not direct U.S. Trust with respect to such sales of
shares of Common Stock.
During 1997 and 1998, a trust under the Salaried Employees
Plan, as directed by Bankers Trust, sold a total of 6,968,416 shares
of Common Stock in open market transactions. The Committee did not
direct Bankers Trust with respect to such sales of shares of Common
Stock.
During 1997 and 1998, various independent investment managers
for the Plans directed the Plans to purchase an aggregate of
1,524,500 shares of Common Stock and also to sell an aggregate of
752,800 shares of Common Stock, all in open market transactions.
Neither the Committee nor GMIMCo directed such investment managers
with respect to such purchases or sales of shares of Common Stock.
At December 31, 1998, U.S. Trust, as trustee and investment
manager, held and had the power to vote and dispose of 115,037,219
shares of Common
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Stock owned by the Hourly Employees Plan, representing approximately
23.3% of the outstanding shares of Common Stock, and Bankers Trust,
as trustee and investment manager, held and had the power to vote
and dispose of 100,000 shares of Common Stock owned by the Salaried
Employees Plan, representing less than 0.1% of the outstanding
shares of Common Stock. In addition, at December 31, 1998, various
other independent investment managers for the Plans had the power to
vote and dispose of a total of 973,200 shares of Common Stock owned
by the Plans, representing approximately 0.2% of the outstanding
shares of Common Stock.
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 any shares of
Common Stock over which they had management during the periods
discussed above. Although the Committee does not exercise voting or
dispositive powers with respect to any shares of Common Stock owned
by the Plans, it may be deemed to be a 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 held in trust and managed for the Plans
by U.S. Trust and Bankers Trust because it has the power 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 also does not exercise voting or dispositive powers with
respect to any other shares of Common Stock owned by the Plans and
managed by other independent investment managers appointed by
GMIMCo, it may be deemed to be a 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 because it has the power under certain
circumstances to cause GMIMCo to terminate such appointments, or to
terminate GMIMCo's appointment, 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,
a beneficial owner of any of the securities covered by this
statement and such beneficial ownership is disclaimed.
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.
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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 CERTIFICATIONS.
(a)
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of and or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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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.
Dated: February 16, 1999
By: /s/ R. CHARLES TSCHAMPION
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Name: R. Charles Tschampion
Title: Managing Director, Investment Strategy &
Asset Allocation and Representative of the
Investment Funds Committee of the Board
of Directors of General Motors Corporation (*)
(*) Certification of authorization to sign this statement has been filed with
the Commission as Exhibit 1 to the reporting person's Amendment No. 1 dated
April 10, 1995 to its Schedule 13G respecting Class E Common Stock of General
Motors Corporation, and is hereby incorporated by reference.
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