-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QwThQlOtfIbmghV+8O5rOH6pW/rEUWlVo+jH0E1czazL065xQ6mGxHCHO649eYjD hjvacPekZs8pSkrxExpT4A== 0000950172-95-000181.txt : 19950509 0000950172-95-000181.hdr.sgml : 19950509 ACCESSION NUMBER: 0000950172-95-000181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950508 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37025 FILM NUMBER: 95535444 BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES HOWARD MEDICAL INSTITUTE CENTRAL INDEX KEY: 0000810386 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4000 JONES BRIDGE ROAD CITY: CHEVY CHASE STATE: MD ZIP: 20815-6789 BUSINESS PHONE: 3012158500 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) GENERAL MOTORS CORPORATION (Name of Issuer) Class H Common Stock, par value $0.10 per share (Title of Class of Securities) 370442 50 1 (CUSIP Number) Craig A. Alexander, Esq. Deputy General Counsel and Assistant Secretary Howard Hughes Medical Institute 4000 Jones Bridge Road, Chevy Chase, MD 20815 Tel. No. (301) 215-8841 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 4, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] SCHEDULE 13D CUSIP No. 370442 50 1 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Howard Hughes Medical Institute I.R.S. Identification No. 59-0735717 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 2,503,800 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,503,800 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,503,800 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON CO Item 1. SECURITY AND ISSUER Unchanged. Item 2. IDENTITY AND BACKGROUND Unchanged. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Unchanged. Item 4. PURPOSE OF TRANSACTION Unchanged, except as follows (capitalized terms used in this Amendment No. 15 to Schedule 13D and not defined herein have the meaning assigned to them in the Schedule 13D and amendments thereto previously filed by HHMI with respect to its holdings of Class H Stock, in the Class H Stock Agreement, as amended, in the 1992 Agreement or in the Class H Stock Sale Agreement): On May 4, 1995, HHMI completed the sale of 15,000,000 shares of Class H Stock to the Underwriters pursuant to the terms of the Underwriting Agreement and the Pricing Agreement. Based upon the purchase price of $37.45 per share, HHMI received $561,750,000 at the closing of the sale. Pursuant to the Class H Stock Sale Agreement, HHMI has agreed to reimburse GM for GM's out-of-pocket expenses incurred in the connection with the Offering. As previously reported, HHMI has agreed to refrain from offering to sell, selling or otherwise disposing of Class H Stock or any securities convertible into or exchangeable for Class H Stock for 90 days following the Offering. HHMI currently holds 2,503,800 shares of Class H Stock. These shares are held as part of HHMI's core investment portfolio. HHMI will make decisions with respect to the retention or disposition of such shares in the same manner as it deals with other securities in its portfolio. HHMI has no current plan or intent to sell any shares of its Class H Stock. HHMI's Class H Stock investment constitutes one of its largest equity positions. Since the filing of Amendment No. 14 to Schedule 13D, HHMI, as described above, has disposed of 15,000,000 shares of Class H Stock. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) HHMI owns beneficially 2,503,800 shares of Class H Stock, or approximately 2.6% of the 95,093,416 shares of Class H Stock reported to be outstanding as of March 31, 1995 in Amendment No. 2 to the registration statement filed on Form S-3 by GM in connection with the Offering. To the best of HHMI's knowledge, none of the other persons named or referred to in the response to Item 2 hereof beneficially owns any shares of Class H Stock. (b) Unchanged. (c) Except for the sale of 15,000,000 shares of Class H Stock to the Underwriters (as described herein), within the last 60 days, no transactions in shares of Class H Stock were effected by HHMI or, to the best of HHMI's knowledge, by any of the persons named or referred to in response to Item 2 hereof. (d) Unchanged. (e) Unchanged. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Unchanged, except as follows (capitalized terms used in this Amendment No. 15 to Schedule 13D and not defined herein have the meaning assigned to them in the Schedule 13D and amendments thereto previously filed by HHMI with respect to its holdings of Class H Stock, in the Class H Stock Agreement, as amended, in the 1992 Agreement or in the Class H Stock Sale Agreement): The sale by HHMI of 15,000,000 shares of Class H Stock to the Underwriters pursuant to the Underwriting Agreement and the Pricing Agreement was completed on May 4, 1995. The purchase price paid by the Underwriters to HHMI for the Class H Shares was $37.45 per share. HHMI received $561,750,000 from the Underwriters at the closing of the sale. HHMI has agreed that during the period beginning from the date of the prospectus and continuing to and including the date 90 days after the date of the Prospectus, not to offer or sell, or solicit offers to purchase, any shares of Class H Stock or any securities which are convertible or exchangeable into Class H Stock, without the written consent of Goldman, Sachs & Co. and Salomon Brothers Inc, except for the shares offered in connection with the Offering. Item 7. MATERIAL TO BE FILED AS EXHIBITS None. S I G N A T U R E 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: May 8, 1995 HOWARD HUGHES MEDICAL INSTITUTE \s\ Craig A. Alexander Craig A. Alexander, Esq. Deputy General Counsel and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----