SC 13D 1 mm10-1606_sc13d.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TENNENBAUM OPPORTUNITIES FUND V, LLC -------------------------------------------------------------------------------- (Name of Issuer) COMMON SHARES, $0.001 PAR VALUE 880395 10 8 ---------------------------------------------- ------------------------------ (Title of class of securities) (CUSIP number) ELLEN OSTER, ESQ., 767 FIFTH AVENUE, NEW YORK, NY 10153, 212-418-6126 -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) OCTOBER 5, 2006 -------------------------------------------------------------------------------- (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 [_]. Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following page(s)) -------------------------------------------------------------------------------- (Page 1 of 14 Pages) ================================================================================ ------------------------------------ ------------------------------------ CUSIP No. 880395 10 8 13D Page 2 of 14 Pages ------------------------------------ ------------------------------------ -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 382903925 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER: 3,000 BENEFICIALLY OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER: 3,000 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 41.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IA, CO -------------------------------------------------------------------------------- ------------------------------------ ------------------------------------ CUSIP No. 880395 10 8 13D Page 3 of 14 Pages ------------------------------------ ------------------------------------ -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GMAM INVESTMENT FUNDS TRUST II S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 016231432 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER: 3,000 BENEFICIALLY OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER: 3,000 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 41.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: EP -------------------------------------------------------------------------------- ------------------------------------ ------------------------------------ CUSIP No. 880395 10 8 13D Page 4 of 14 Pages ------------------------------------ ------------------------------------ -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL MOTORS TRUST COMPANY S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW HAMPSHIRE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER: 3,000 BENEFICIALLY OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER: 3,000 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 41.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: BK -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This schedule 13D ("Schedule") relates to the common shares, par value $0.001 per share (the "Shares"), of Tennenbaum Opportunities Fund V, LLC (the "Fund"). The Fund's principal executive office is located at 2951 28th Street, Suite 1000, Santa Monica, California 90405. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This Schedule is being filed by GMAM Investment Funds Trust II (the "Trust"), a group trust formed pursuant to the laws of the State of New York, for the benefit of certain employee benefit plans (the "Plans"), General Motors Investment Management Corporation ("GMIMCO"), a Delaware corporation and a wholly-owned subsidiary of General Motors Corporation ("GM"), and General Motors Trust Company, a chartered trust company formed pursuant to the laws of the State of New Hampshire, as the trustee (the "Trustee") for the Trust. The Trust, GMIMCO and the Trustee are referred to herein as the "Reporting Persons". The business address of the Trust, the Trustee and GMIMCO is 767 Fifth Avenue, New York, NY 10153. The business address of GM, a Delaware corporation engaged in automobile manufacturing, is 300 Renaissance Center, Detroit, Michigan 48265-3000. The assets of the Trust including the Shares are held by the Trustee. The Trustee is a wholly-owned subsidiary of GM. The Trustee's principal business is providing trust and investment management services. GMIMCO is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. GMIMCO, as the named fiduciary of the Trust, has the power to direct the voting and disposition of the Shares. GMIMCO's principal business is providing investment advice and investment management services with respect to the assets of certain employee benefit plans of GM, its direct and indirect subsidiaries and unrelated employers, and with respect to the assets of GM, its direct and indirect subsidiaries and associated entities and various other entities. Appendix A, which is incorporated herein by reference, sets forth the following information with respect to the executive officers and directors of each of GM, GMIMCO and the Trustee: (i) name, (ii) business address, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted. (d) - (e) During the past five years, none of the Reporting Persons, GM or, to the best knowledge of the Reporting Persons, any of the persons identified on Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such entity or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject Page 5 of 14 Pages to, federal or state securities laws or finding any violation with respect to such laws. (f) To the best knowledge of GM, each of its executive officers and directors is a United States citizen, other than Percy N. Barnevik, who is a citizen of Sweden, and Eckhard Pfeifer, who is a citizen of Germany. To the best knowledge of GMIMCO, each of its executive officers and directors is a United States citizen. To the best knowledge of the Trustee, each of its executive officers and directors is a United States citizen. The Trust has no executive officers or directors. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. The Trust paid $60,000,000 to the Fund on October 10, 2006 in exchange for 3,000 Shares. The source of the consideration is the assets of certain of the Plans. See Item 4 below. ITEM 4. PURPOSE OF THE TRANSACTION. The purpose of this transaction is to acquire an interest in a non-diversified closed-end management investment company. The Trust has entered into a subscription agreement (the "Subscription Agreement") with the Fund pursuant to which the Trust has agreed to become a member of the Fund and in connection therewith will subscribe for and will purchase Shares for an amount up to $300,000,000 on or prior to April 10, 2009. The Trust has agreed to make capital contributions as specified by the Fund from time to time and on multiple drawdown dates. On each such drawdown date, the Fund will issue a number of shares based on the net asset value of each share. As of the date of this filing, the Fund has made one capital call pursuant to which the Trust has made a cash contribution in exchange for Shares. On October 10, 2006, the Trust made a contribution of $60,000,000 in exchange for 3,000 Shares of the Fund. As of the date of this filing, the Trustee managed for the benefit of the Trust 3,000 Shares, representing 41.4% of the 7,250 Shares issued and outstanding according to the Fund. Except for the proposed ongoing acquisition of Shares of the Fund as described above and as contemplated by the Subscription Agreement pursuant to which the Trust will make additional capital contributions to the Fund in exchange for additional Shares, none of the Reporting Persons, GM or, to the best knowledge of the Reporting Persons, any person identified on Appendix A has any plan or proposals that would result in or relate to any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule D. The various trusts established under the Plans invest in a variety of investment media, including publicly traded and privately placed securities. Such investment could include Shares of the Fund and/or other securities of the Fund in addition to those referred to in this statement ("Additional Securities"). The investment and voting decisions regarding any Additional Securities which Page 6 of 14 Pages might be owned by such trusts are made by the trustees thereof or unrelated investment managers, who, in so acting, act independently of the Reporting Persons (although the appointment of such investment managers is subject to authorization of and termination by GMIMCO). No information regarding any such holdings by such trusts under the Plans is contained in this statement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) As of the date of this statement, the Trustee manages for the benefit of the Trust an aggregate of 3,000 Shares, representing 41.4% of the 7,250 Shares issued and outstanding. As of the date of this statement, each of the Trust, by virtue of its ownership of the Shares and GMIMCO and the Trustee, by virtue of their shared voting and dispositive power over 3,000 Shares, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act")), all the Shares the Trust has and may acquire. 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 for Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. Neither GM nor, to the best knowledge of the Reporting Persons, any of the persons named in Appendix A own beneficially (as that term is defined in Rule 13d-3 under the Act) any Shares. (c) Except as described above, none of the Reporting Persons, GM or, to the best knowledge of the Reporting Persons, any person named in Appendix A has affected any transactions in the Shares during the past 60 days. (d) GMIMCO as the named fiduciary of the Plans with respect to investments has the authority to direct the Trustee to make payments from the Trust (which may include dividends from or proceeds from the sale of the Shares held by the Trust) to other trusts under the Plans and to other persons. (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other then the subscription agreement and Side Letter (which, among other things, allows the Trust to transfer its shares to a successor trust or trustee) entered into between the Trust and the Fund dated October 5, 2006 and the other agreements described in Item 4 and 5 above, there are no contracts, agreements, understandings, or relationships between GM, the Trust, the Trustee or GMIMCO or, to the best of its knowledge, any executive officer or director of GM, the Trustee or GMIMCO and any other person with respect to any securities of the Fund, finder's fees, joint ventures, loan or option arrangement, puts or calls, Page 7 of 14 Pages guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. EXHIBIT 1- Joint Filing Agreement dated October 13, 2006, between the Reporting Persons pursuant to Rule 13d-1(k) under the Act. EXHIBIT 2- Subscription Agreement dated October 5, 2006 between the Trust and the Fund. EXHIBIT 3- Side Letter dated October 5, 2006 between the Trust and the Fund. Page 8 of 14 Pages 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: October 13, 2006 GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: /s/ Duen-Li Kao -------------------------------- Duen-Li Kao, Senior Managing Director, Global Public Markets Page 9 of 14 Pages 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: October 13, 2006 GENERAL MOTORS TRUST COMPANY, AS TRUSTEE FOR GMAM INVESTMENT FUNDS TRUST II By: /s/ Duen-Li Kao -------------------------------- Duen-Li Kao, Senior Managing Director, Global Public Markets Page 10 of 14 Pages 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: October 13, 2006 GENERAL MOTORS TRUST COMPANY By: /s/ Duen-Li Kao -------------------------------- Duen-Li Kao, Senior Managing Director, Global Public Markets Page 11 of 14 Pages APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL MOTORS CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors Corporation is set forth below. Unless otherwise specified, the business address of each person listed below is 300 Renaissance Center, Detroit, Michigan 48265-3000.
PRINCIPAL OCCUPATION, NAME AND BUSINESS POSITION WITH IF OTHER THAN ADDRESS GM AS EXECUTIVE OFFICER OF GM -------------------------------------------------------------------------------------------------------------------- Percy N. Barnevik Director Erskine B. Bowles Director President, The university of North Carolina John H. Bryan Director Armando M. Codina Director Chairman and Chief Executive Officer, Codina Group, Inc. Frederick A. Henderson Vice Chairman and Chief Financial Officer George M. C. Fisher Director Thomas A. Gottschalk Executive Vice President, Law and Public Policy Karen Katen Director Vice Chairman, Pfizer Inc and President, Pfizer Human Health Kent Kresa Director Ellen J. Kullman Director Executive Vice President, Dupont Safety & Protection, Dupont Coatings & Color Technologies, Marketing & Sales and Safety & Sustainability, E.I. du Pont de Nemours and Company Philip A. Laskawy Director Robert A. Lutz Vice Chairman of Global Product Development Eckhard Pfeiffer Director G. Richard Wagoner, Jr. Chairman and Chief Executive Officer --------------------------------------------------------------------------------------------------------------------
APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors Investment Management Corporation is set forth below. Unless otherwise specified, the business address of each person listed below is 767 Fifth Avenue, New York, New York 10153.
PRINCIPAL OCCUPATION, NAME AND BUSINESS POSITION WITH IF OTHER THAN ADDRESS GMIMCO AS EXECUTIVE OFFICER OF GMIMCO -------------------------------------------------------------------------------------------------------------------- Nancy C. Everett Director - Chairman & Chief Executive Officer Michael E. Klehm Director - President & Chief Operating Officer B. Jack Miller Director - Chief Client Officer Mary A. Mullin Chief Compliance Officer Charles G. Preseau Chief Financial Officer and Treasurer Michael P. Cloherty Deputy Chief Operating Officer Tony Duen-Li Kao Senior Managing Director - Global Public Markets John S. Stevens Managing Director - Absolute Return Strategies Edgar J. Sullivan Managing Director - Investment Research Z. Jamie Behar Managing Director - Real Estate & Alternative Investments James H. Scott Managing Director - Global Public Markets Patricia M. McDonald Vice President - Fiduciary Communications and Vice President - Corporate Governance & Secretary Robin H. Rocchi Vice President - Investment Programs Carlos Rosa Vice President - Sales and Marketing David Hartman Vice President & General Counsel --------------------------------------------------------------------------------------------------------------------
Page 12 of 14 Pages APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL MOTORS TRUST COMPANY The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors Trust Company is set forth below. Unless otherwise specified, the business address of each person listed below is 767 Fifth Avenue, New York, New York 10153.
PRINCIPAL OCCUPATION, NAME AND BUSINESS POSITION WITH IF OTHER THAN ADDRESS GMTC AS EXECUTIVE OFFICER OF GMTC -------------------------------------------------------------------------------------------------------------------- Nancy C. Everett Director - Chairman & Chief Executive Officer Michael E. Klehm Director - President & Chief Operating Officer & Senior Trust Officer B. Jack Miller Director - Chief Client Officer Arturo M. Raschbaum Director Senior Vice President, GMAC Insurance MIC, and President, GMAC Re David C. Walker Director GMAC Vice President, Chief Financial Officer, Mortgage Operations G. Michael Watry Director Mary A. Mullin Chief Compliance Officer Charles G. Preseau Chief Financial Officer & Treasurer Michael P. Cloherty Director - Deputy Chief Operating Officer Tony Duen-Li Kao Senior Managing Director - Global Public Markets John S. Stevens Managing Director - Absolute Return Strategies Edgar J. Sullivan Managing Director - Investment Research Z. Jamie Behar Managing Director - Real Estate & Alternative Investments James H. Scott Managing Director - Global Public Markets Patricia M. McDonald Vice President - Fiduciary Communications & Vice President - Corporate Governance & Secretary Robin H. Rocchi Vice President - Investment Programs Carlos Rosa Vice President - Sales and Marketing David Hartman Vice President & General Counsel --------------------------------------------------------------------------------------------------------------------
Page 13 of 14 Pages EXHIBIT INDEX ---------------------- --------------------------------------------------------- EXHIBIT 1 Joint Filing Agreement dated October 13, 2006 among the Reporting Persons pursuant to Rule 13d-1(k) under the Act ---------------------- --------------------------------------------------------- EXHIBIT 2 Subscription Agreement dated October 5, 2006 between GMAM Investment Funds Trust II and Tennebaum Opportunities Fund V, LLC ---------------------- --------------------------------------------------------- EXHIBIT 3 Side Letter dated October 5, 2006 between GMAM Investment Funds Trust II and Tennebaum Opportunities Fund V, LLC ---------------------- --------------------------------------------------------- Page 14 of 14 Pages