x
|
RULE
13D-1(B)
|
o
|
RULE
13D-1(C)
|
o
|
RULE
13D-1(D)
|
CUSIP
NO. 59159Q107
|
PAGE
2 OF 9
|
1.
|
NAME
OF REPORTING PERSON/EIN
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP.*
|
NOT
APPLICABLE
|
A
__
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
5.
|
SOLE
VOTING POWER
|
SHARES
|
0
|
6.
|
SHARED
VOTING POWER
|
SHARES
|
363,488
|
7.
|
SOLE
DISPOSITIVE POWER
|
SHARES
|
0
|
8.
|
SHARED
DISPOSITIVE POWER
|
SHARES
|
363,488
|
9.
|
TOTAL
BENEFICIALLY OWNED
|
SHARES
|
363,488
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
11.
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
|
12.
|
TYPE
OF REPORTING PERSON*
|
CUSIP
NO. 59159Q107
|
13G
|
PAGE
3 OF 9
|
1.
|
NAME
OF REPORTING PERSON/EIN
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP.*
|
NOT
APPLICABLE
|
A
__
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
|
9.
|
TOTAL
BENEFICIALLY OWNED
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
11.
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
|
12.
|
TYPE
OF REPORTING PERSON*
|
SCHEDULE
13G
|
PAGE
4 OF 9
|
(A)
|
NAME
OF ISSUER
|
(B)
|
ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES
|
(A)
|
NAME
OF PERSON FILING
|
(i)
|
General
Motors Trust Company, as trustee for GMAM Investment Funds Trust
II
("Trust")
|
(ii)
|
General
Motors Investment Management
Corporation
|
(B)
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE
|
(i)
|
Trust
|
(ii)
|
GMIMCo
|
(C)
|
CITIZENSHIP
|
(i)
|
Trust
- New York
|
(ii)
|
GMIMCo
- Delaware
|
(D)
|
TITLE
CLASS OF SECURITIES
|
(E)
|
CUSIP
NUMBER
|
ITEM
3.
|
IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
|
(E)[x]
|
Investment
Adviser registered under section 203 of the Investment Advisers Act
of
1940 (in the case of GMIMCo)
|
(F)[x]
|
Employee
Benefit Plan, Pension Fund which is subject to the provisions of
the
Employee Retirement Income Security Act
OF 1974 or Endowment Fund (in the case of the
Trust)
|
ITEM
4.
|
OWNERSHIP
|
(A)
|
AMOUNT
BENEFICIALLY OWNED
|
(i)
|
Trust
|
363,488
|
(ii)
|
GMIMCo
|
363,488
|
(B)
|
PERCENT
OF CLASS
|
(i)
|
Trust
|
2.94
%
|
(ii)
|
GMIMCo
|
2.94
%
|
(C)
|
NUMBER
OF SHARES AS TO WHICH SUCH PERSON
HAS:
|
(I)
|
SOLE
POWER TO VOTE OR TO DIRECT THE VOTE
|
(II)
|
SHARED
POWER TO VOTE OR TO DIRECT THE VOTE
-
|
(III)
|
SOLE
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
-
|
(IV)
|
SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
|
ITEM
5.
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
|
ITEM
6.
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
|
ITEM
7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
ITEM
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE
GROUP
|
ITEM
9.
|
NOTICE
OF DISSOLUTION OF GROUP
|
ITEM
10.
|
CERTIFICATION
|
Dated: February
___, 2006
|
|||
GENERAL
MOTORS TRUST COMPANY,
|
|||
As
trustee for GMAM Investment Funds Trust II
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
Dated: February
___, 2006
|
||||
GENERAL
MOTORS INVESTMENT MANAGEMENT
|
||||
CORPORATION
|
||||
By:
|
|
|||
Name:
|
||||
Title:
|
Dated: February
___, 2006
|
|||
GENERAL
MOTORS TRUST COMPANY,
|
|||
As
trustee for GMAM Investment Funds Trust II
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
|||
GENERAL
MOTORS INVESTMENT MANAGEMENT
|
|||
CORPORATION
|
|||
By:
|
|
||
Name:
|
|||
Title:
|