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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
THE DIRECTV GROUP, INC.
(FORMERLY HUGHES ELECTRONICS CORPORATION)
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
25459L-10-6
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(CUSIP Number)
DECEMBER 31, 2006
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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)
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CUSIP No. 25459L-10-6 13G Page 2
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1 NAMES OF REPORTING INVESTMENT FUNDS COMMITTEE OF THE
PERSONS: 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: -0- (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 -0- (SEE ITEM 4)
POWER:
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9 AGGREGATE AMOUNT BENEFICIALLY -0- (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 (9) 0.0% (SEE
ITEM 4)
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12 TYPE OF REPORTING PERSON: OO
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ITEM 1
(a) NAME OF ISSUER:
The DIRECTV Group, Inc. (formerly Hughes Electronics Corporation)
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2250 East Imperial Highway
El Segundo, California 90245
ITEM 2
(a) NAME OF PERSON FILING:
The 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: (i) the
General Motors Hourly-Rate Employees Pension Plan (the "Hourly Plan"); (ii) the
Sub-Trust of the General Motors Welfare Benefit Trust established as a voluntary
employees' beneficiary association to fund certain collectively bargained hourly
retiree health care benefits under the General Motors Health Care Program for
Hourly Employees and certain collectively bargained hourly retiree life
insurance benefits under the General Motors Life and Disability Benefits Program
for Hourly Employees and such benefits under other applicable collectively
bargained welfare plans (the "VEBA"); and (iii) the General Motors Retirement
Program for Salaried Employees (the "Salaried Plan" and, together with the
Hourly Plan and the VEBA, the "Plans"). As of December 31, 2006, the members of
the Committee were Armando Codina, Kent Kresa (Chair), Ellen J. Kullman, Philip
A. Laskawy, and Eckhard Pfeiffer.
(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 per share (the "Common Stock")
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(e) CUSIP NUMBER: 25459L-10-6
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, 2006, the
Committee may be deemed the beneficial owner, on behalf of the
Hourly Plan, the VEBA and the Salaried Plan, for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as
amended (the "Act"), of a total of 0 shares of Common Stock (0
shares on behalf of the Hourly Plan, 0 shares on behalf of the VEBA,
and 0 shares on behalf of the Salaried Plan), as to all of which
shares the Committee may be deemed to share the power to direct the
voting or disposition thereof, representing approximately 0.0% of
the shares of Common Stock outstanding.
The Committee is a named fiduciary (in accordance with ERISA)
of the Hourly Plan, the VEBA and the Salaried Plan and in such
capacities had, and has and exercises, the power to appoint, and
terminate the appointment of, investment managers for the shares of
GM Class H Common Stock that previously were contributed by GM to
the Plans and that were exchanged in late 2003 for the shares of
Common Stock reported on herein (including investment managers for
any non-cash proceeds of such contributed shares). The Committee has
also appointed 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 carry out
certain investment management and administrative functions regarding
the Plans, including with regard to the Common Stock. In addition,
GMIMCo is also a named fiduciary, for investment purposes only, with
respect to all other assets of the Plans and, as such, performs
certain investment management and administrative functions for the
Plans, including appointment of independent investment managers for
all such assets of the Plans for which the Committee does not act as
named fiduciary for investment purposes. GMIMCo has appointed
various independent investment managers for the Plans, some of whom
have authority to cause the Plans, acting independently of the
Committee and GMIMCo, to acquire publicly traded equity securities,
which may include shares of Common Stock. Any such holdings of
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Common Stock (if any) by the Plans are not included in the shares of
Common Stock reported herein as beneficially owned by the Committee.
Pursuant to appointment by the Committee, at December 31,
2006, United States Trust Company of New York , or its successor
("U.S. Trust"), as trustee and investment manager, held and had the
power to vote and dispose of 0 shares of Common Stock owned by the
Hourly Plan, 0 shares of Common Stock owned by the VEBA, and 0
shares of Common Stock owned by the Salaried Plan, representing 0%
of the outstanding shares of Common Stock.
Neither the Committee nor GMIMCo has directed U.S. Trust with
respect to the voting or the disposition or continued ownership by
the Hourly Plan, the VEBA or the Salaried Plan of any shares of
Common Stock over which it had management. Although the Committee
does not exercise voting or dispositive powers with respect to any
shares of Common Stock owned by the Hourly Plan, the VEBA or the
Salaried Plan, it may be deemed to be a beneficial owner, on behalf
of the Hourly Plan, the VEBA and the Salaried Plan, 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 Hourly Plan, the VEBA and the
Salaried Plan by U.S. Trust because it has the power under certain
circumstances to terminate within 60 days the appointment of U.S.
Trust as trustee and investment manager for the Hourly Plan, the
VEBA or the Salaried Plan, as the case may be, with respect to such
shares. 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.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
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.
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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 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 23, 2007
By: /s/ Michael E. Klehm
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Name: Michael E. Klehm
Title: President of General Motors
Investment Management
Corporation, on behalf of the
Investment Funds Committee of the
Board of Directors of General
Motors Corporation
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