UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
General Motors Corporation
(Name of Issuer)
Common Stock, par value $1 2/3 per share
(Title of Class of Securities)
370442105
(CUSIP Number)
Richard Sobelle, Esq.
Tracinda Corporation
150 South Rodeo Drive, Suite 250
Beverly Hills, CA 90212
(310) 271-0638
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 6, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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. 370442105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Tracinda Corporation |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions)
N/A |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
Nevada |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
48,386,300 8. Shared Voting Power
7,613,700 9. Sole Dispositive Power
48,386,300 10. Shared Dispositive Power
7,613,700 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
56,000,000 |
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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| 13. | Percent of Class Represented by Amount in Row (11)
9.9% * |
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| 14. | Type of Reporting Person (See Instructions)
CO |
| * | Percentage calculated on the basis of 565,506,606 shares of common stock issued and outstanding on October 31, 2005, as set forth in General Motors’ Form 10-Q filed on November 9, 2005, for the period ending September 30, 2005. |
CUSIP No. 370442105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Kirk Kerkorian |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions)
N/A |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
56,000,000 8. Shared Voting Power
9. Sole Dispositive Power
56,000,000 10. Shared Dispositive Power
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
56,000,000 |
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
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| 13. | Percent of Class Represented by Amount in Row (11)
9.9% * |
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| 14. | Type of Reporting Person (See Instructions)
IN |
| * | Percentage calculated on the basis of 565,506,606 shares of common stock issued and outstanding on October 31, 2005, as set forth in General Motors’ Form 10-Q filed on November 9, 2005, for the period ending September 30, 2005. |
CUSIP No. 370442105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
250 Rodeo, Inc. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds (See Instructions)
N/A |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
7,613,700 8. Shared Voting Power
9. Sole Dispositive Power
7,613,700 10. Shared Dispositive Power
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,613,700 |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 13. | Percent of Class Represented by Amount in Row (11)
1.35% * |
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| 14. | Type of Reporting Person (See Instructions)
CO |
| * | Percentage calculated on the basis of 565,506,606 shares of common stock issued and outstanding on October 31, 2005, as set forth in General Motors’ Form 10-Q filed on November 9, 2005, for the period ending September 30, 2005. |
This Amendment No. 8 amends and supplements the Statement on Schedule 13D filed on June 17, 2005, as amended on September 1, 2005, September 21, 2005, October 12, 2005, October 19, 2005, December 20, 2005, January 10, 2006 and January 25, 2006 (as amended, the “Schedule 13D”) by Tracinda Corporation, a Nevada corporation (“Tracinda”), 250 Rodeo, Inc., a Delaware corporation (“250 Rodeo”), and Kirk Kerkorian, relating to the common stock, par value $1 2/3 per share, of General Motors Corporation, a Delaware corporation. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following information:
On February 6, 2006, Jerome York, a consultant of Tracinda, was elected as a director by the General Motors Board of Directors. Other than as set forth in this Item 4, the Filing Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to add the following information:
On February 6, 2006, Tracinda and Mr. York amended Mr. York’s consulting agreement, dated as of April 19, 2005, to clarify that Mr. York will not share with Tracinda any confidential information with respect to any other corporation, including General Motors, which Mr. York may obtain in his capacity as a director or other fiduciary of such corporation. A copy of such amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Agreement for Services, dated as of February 6, 2006, between Jerome York and Tracinda Corporation |
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 6, 2006
| TRACINDA CORPORATION | ||
| By: | /s/ Anthony L. Mandekic | |
| Anthony L. Mandekic | ||
| Secretary/Treasurer | ||
| KIRK KERKORIAN | ||
| By: | /s/ Anthony L. Mandekic | |
| Anthony L. Mandekic | ||
| Attorney-on-Fact* | ||
| 250 RODEO, INC. | ||
| By: | /s/ Anthony L. Mandekic | |
| Anthony L. Mandekic | ||
| Secretary/Treasurer* | ||
| * | Power of Attorney previously filed as Exhibit (i) to Schedule TO/A filed by Tracinda Corporation on May 26, 2005. |