PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 28, 1992)
$50,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
7% NOTES DUE AUGUST 15, 2001
----------
Interest on the Notes is payable semiannually on February 15 and August
15, beginning February 15, 1994. The Notes may not be redeemed by the
Company prior to maturity.
The Notes will be represented by the Global Note registered in the name
of the Depository's nominee. Beneficial interests in the Global Note will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depository and, with respect to the beneficial owners'
interests, by the Depository's participants. Except as described in the
Prospectus, Notes in definitive form will not be issued. It is expected
that delivery of the Global Note will be made to The Depository Trust
Company on or about January 24, 1994.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------
The Notes will be issued pursuant to a Warrant Purchase Agreement dated
August 25, 1989 at an issue price of 100% of their principal amount plus
accrued interest from August 15, 1993.
----------
The date of this Prospectus Supplement is January 14, 1994
<PAGE>2
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE
NOTES.
----------
RATIO OF EARNINGS TO FIXED CHARGES
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30 DECEMBER 31
------------------ ---------------
1993 1992 1992 1991
---- ---- ---- ----
1.34 1.35 1.35 1.23
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges.
See "Ratio of Earnings to Fixed Charges" in the accompanying Prospectus
for additional information.
----------
DESCRIPTION OF NOTES
The Notes are part of a series of Notes limited to $125,000,000
aggregate principal amount and are to be issued under an Indenture dated as
of July 1, 1982, as amended, which is more fully described in the
accompanying Prospectus. As of the date of this Prospectus Supplement, no
other notes of this series have been issued.
The Notes are not redeemable by the Company prior to maturity. The
Notes will bear interest from August 15, 1993, payable semiannually on each
February 15 and August 15, beginning February 15, 1994, to the persons in
whose names the Notes are registered at the close of business on the last day
of the calendar month next preceding such February 15 or August 15.
The Notes will be issued in book-entry form. See "Book-Entry, Delivery
and Form" in the accompanying Prospectus.
The Company currently has no intention to list the Notes on any
securities exchange, and there can be no assurance that there will be a
secondary market for the Notes.
S-2
<PAGE>3
GENERAL MOTORS ACCEPTANCE CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
General Motors Acceptance Corporation (the "Company"), directly, through
agents designated from time to time, or through dealers or underwriters also
to be designated, may offer from time to time its debt securities (the "Debt
Securities") and its warrants (the "Warrants") to purchase any of the Debt
Securities, for issuance and sale, at an aggregate initial offering price not
to exceed $5,000,000,000, on terms to be determined at the time of sale. The
Debt Securities and the Warrants are herein collectively called the
"Securities." The terms of the Debt Securities including, where applicable,
the specific designation, aggregate principal amount, maturity, rate and time
of payment of interest, purchase price, any terms for redemption and the
agent, dealer or underwriter, if any, in connection with the sale of the Debt
Securities in respect of which this Prospectus is being delivered are set
forth in the accompanying Prospectus Supplement ("Prospectus Supplement").
Where Warrants are to be offered, a Prospectus Supplement shall set forth the
offering price or terms, a description of the Debt Securities for which each
Warrant is exercisable, the aggregate number, exercise price or prices,
exercise period or periods, the expiration date or dates of the Warrants, the
currency or currencies in which such Warrants are exercisable, the price or
prices, if any, at which the Warrants may be redeemed at the option of the
holder or will be redeemed upon expiration, and the Warrant Agent acting under
the Warrant Agreement pursuant to which the Warrants are to be issued. The
Company reserves the sole right to accept and, together with its agents from
time to time, to reject in whole or in part any proposed purchase of
Securities to be made directly or through agents.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------
If an agent of the Company or a dealer or underwriter is involved in the
sale of the Securities in respect of which this Prospectus is being delivered,
the agent's commission or dealer's or underwriter's discount is set forth in,
or may be calculated from, the Prospectus Supplement and the net proceeds to
the Company from such sale will be the purchase price of such Securities less
such commission in the case of an agent, the purchase price of such Securities
in the case of a dealer or the public offering price less such discount in the
case of an underwriter, and less, in each case, the other attributable
issuance expenses. The aggregate proceeds to the Company from all the
Securities will be the purchase price of Securities sold less the aggregate of
agents' commissions and underwriter discounts and other expenses, if any, of
issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.
OCTOBER 28, 1992
<PAGE>4
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING PROSPECTUS
SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY REFERENCE
HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
AGENT, DEALER OR UNDERWRITER.
_______________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934"), and, in accordance therewith, files reports and other information with
the Securities and Exchange Commission (the "Commission"). Such reports and
other information filed by the Company with the Commission can be inspected,
and copies may be obtained at prescribed rates, at the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the Regional Offices of the Commission at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60606 and 75
Park Place, New York, New York 10007. Reports and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
_______________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the Company's Annual Report on
Form 10-K for the year ended December 31, 1991 and Quarterly Reports on Form
10-Q for the quarters ended March 31, 1992 and June 30, 1992 and a Current
Report on Form 8-K dated September 25, 1992, filed pursuant to Section 13 of
the Securities Exchange Act of 1934 with the Commission.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this Prospectus and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part thereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST BY
ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED A COPY OF ANY OR ALL OF THE
DOCUMENTS DESCRIBED ABOVE WHICH HAVE BEEN INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. SUCH REQUEST SHOULD BE
DIRECTED TO:
G. E. GROSS, COMPTROLLER
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD, ANNEX 103
DETROIT, MICHIGAN 48202
(313) 556-1240
2
<PAGE>5
PRINCIPAL EXECUTIVE OFFICES
General Motors Acceptance Corporation has its principal office at 767
Fifth Avenue, New York, New York 10153 (Tel. No. 212-418-6120) and
administrative offices at 3044 West Grand Boulevard, Detroit, Michigan 48202
(Tel. No. 313-556-5000).
RATIO OF EARNINGS TO FIXED CHARGES
SIX MONTHS ENDED
JUNE 30 YEARS ENDED DECEMBER 31
---------------- ------------------------------------
1992 1991 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ----
1.32 1.25 1.23 1.23 1.19 1.26 1.38
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. This
ratio includes the earnings and fixed charges of the Company and its
consolidated subsidiaries; fixed charges consist of interest, debt discount
and expense and the portion of rentals for real and personal properties in an
amount deemed to be representative of the interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be added to the
general funds of the Company and will be available for the purchase of
receivables, the making of loans or the repayment of debt. Such proceeds
initially may be used to reduce short-term borrowings or invested in
short-term securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an Indenture,
dated as of July 1, 1982, as amended by a First Supplemental Indenture dated
as of April 1, 1986, a Second Supplemental Indenture dated as of June 15,
1987 and as further amended by the Trust Indenture Reform Act of 1990
(together, the "Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, Trustee (the "Trustee"), copies of which are filed as
exhibits to the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definition therein of certain terms.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, except as authorized from time to time by
the Company's Board of Directors. (Section 2.01 of the Indenture).
GENERAL
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities being offered thereby: (1) the designation of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3)
the percentage of their principal amount at which such Debt Securities will be
issued; (4) the date or dates on which such Debt Securities will mature; (5)
the rate or rates per annum, if any, at which such Debt Securities will bear
interest; (6) the times at which such interest, if any, will be payable; (7)
the date, if any, after which such Debt Securities may be redeemed and the
redemption price; (8) the currency or currencies in which such Debt Securities
are issuable or payable; (9) the exchanges, if any, on which such Debt
Securities may be listed and (10) whether such Debt Securities shall be issued
<PAGE>6
in book-entry form. Principal and interest, if any, will be payable, and,
unless the Debt Securities are issued in book-entry form, the Debt Securities
offered hereby will be transferable, at the office of the Trustee, Corporate
Trust Operations Department, Tellers and Mail Unit, 55 Exchange Place,
Basement A, New York, New York 10260-0023, provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto. (Sections 2.04 and 4.02 of the Indenture).
3
The Debt Securities will be unsecured and unsubordinated and will rank
PARI PASSU with all other unsecured and unsubordinated obligations of the
Company (other than obligations preferred by mandatory provisions of law).
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the accompanying Prospectus Supplement relating thereto.
As used herein, Debt Securities shall include Debt Securities denominated
in United States dollars or, at the option of the Company if so specified in
the applicable Prospectus Supplement, in any other freely transferable
currency or in European Currency Units.
If a Prospectus Supplement specifies that Debt Securities are denominated
in a currency other than United States dollars, such Prospectus Supplement
shall also specify the denomination in which such Debt Securities will be
issued and the coin or currency in which the principal, premium, if any, and
interest on such Debt Securities, where applicable, will be payable, which may
be United States dollars based upon the exchange rate for such other currency
existing on or about the time a payment is due.
If a Prospectus Supplement specifies that the Debt Securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer
tender offer under the Securities Exchange Act of 1934. The Company will
comply with all issuer tender offer rules and regulations under the Securities
Exchange Act of 1934, including Rule 14e-1, if such redemption option is
elected, including making any required filings with the Securities and
Exchange Commission and the furnishing of certain information to the holders
of the Debt Securities.
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued in the form of one or more fully registered global
securities (collectively, the "Global Debt Security") which will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York (the
"Depository") and registered in the name of the Depository's nominee. Except
as set forth below, the Global Debt Security may be transferred, in whole and
not in part, only to another nominee of the Depository or to a successor of
the Depository or its nominee.
The Depository has advised as follows: It is a limited-purpose trust
company which was created to hold securities for its participating
organizations (the "Participants") and to facilitate the clearance and
settlement of securities transactions between Participants in such securities
through electronic book-entry changes in accounts of its Participants.
Participants include securities brokers and dealers (including the
underwriters named in the Prospectus Supplement), banks and trust companies,
<PAGE>7
clearing corporations and certain other organizations. Access to the
Depository's system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own
securities held by the Depository only through Participants or indirect
participants.
The Depository advises that pursuant to procedures established by it (i)
upon issuance of the Debt Securities by the Company, the Depository will
credit the account of Participants designated by the underwriters with the
principal amounts of the Debt Securities purchased by the underwriters, and
(ii) ownership of beneficial interests in the Global Debt Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository (with respect to Participants'
interests), the Participants and the indirect participants (with respect to
the owners of beneficial interests in the Global Debt Security). The laws of
some states require that certain persons take physical delivery in definitive
form of securities which they own. Consequently, the ability to transfer
beneficial interests in the Global Debt Security is limited to such extent.
4
As long as the Depository's nominee is the registered owner of the Global
Debt Security, such nominee for all purposes will be considered the sole owner
or holder of the Debt Securities under the Indenture. Except as provided
below, owners of beneficial interests in the Global Debt Security will not be
entitled to have any of the Debt Securities registered in their names, will
not receive or be entitled to receive physical delivery of the Debt Securities
in definitive form, and will not be considered the owners or holders thereof
under the Indenture.
Neither the Company, the Trustee, any Paying Agent nor the Depository
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the Global Debt Security, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.
Principal and interest payments on the Debt Securities registered in the
name of the Depository's nominee will be made by the Trustee to the
Depository's nominee as the registered owner of the Global Debt Security.
Under the terms of the Indenture, the Company and the Trustee will treat the
persons in whose names the Debt Securities are registered as the owners of
such Debt Securities for the purpose of receiving payment of principal and
interest on the Debt Securities and for all other purposes whatsoever.
Therefore, neither the Company, the Trustee nor any Paying Agent has any
direct responsibility or liability for the payment of principal or interest on
the Debt Securities to owners of beneficial interests in the Global Debt
Security. The Depository has advised the Company and the Trustee that its
present practice is, upon receipt of any payment of principal or interest, to
immediately credit the accounts of the Participants with such payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in the Global Debt Security as shown on the records of
the Depository. Payments by Participants and indirect participants to owners
of beneficial interests in the Global Debt Security will be the responsibility
of such Participants and indirect participants and will be governed by their
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name."
<PAGE>8
If the Depository is at any time unwilling or unable to continue as
depository and a sucessor depository is not appointed by the Company within 90
days, the Company will issue Debt Securities in definitive form in exchange
for the Global Debt Security. In addition, the Company may at any time
determine not to have the Debt Securities represented by the Global Debt
Security and, in such event, will issue Debt Securities in definitive form in
exchange for the Global Debt Security. In either instance, an owner of a
beneficial interest in a Global Debt Security will be entitled to have Debt
Securities equal in principal amount to such beneficial interest registered in
its name and will be entitled to physical delivery of such Debt Securities in
definitive form. Debt Securities so issued in definitive form will be issued
in denominations of $1,000 and integral multiples thereof and will be issued
in registered form only, without coupons. No service charge will be made for
any transfer or exchange of such Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. (Section 2.06 of the Indenture).
CERTAIN COVENANTS AS TO LIENS
The only financial covenant applicable to the Debt Securities is that
described below. That covenant requires that the Debt Securities be equally
and ratably secured in the circumstances described therein but has no special
application merely by virtue of the occurrence of any transaction or series of
transactions resulting in material changes in the Company's debt-to-equity
ratio.
5
The Debt Securities are not secured by mortgage, pledge or other lien.
The Company will covenant in the Debt Securities that so long as any of the
Debt Securities remain outstanding, it will not pledge or otherwise subject to
any lien any of its property or assets unless the Debt Securities are secured
by such pledge or lien equally and ratably with any and all other obligations
and indebtedness secured thereby so long as any such other obligations and
indebtedness shall be so secured. Such covenant does not apply to:
(a) the pledge of any assets to secure any financing by the Company
of the exporting of goods to or between, or the marketing thereof in,
foreign countries (other than Canada), in connection with which the
Company reserves the right, in accordance with customary and established
banking practice, to deposit, or otherwise subject to a lien, cash,
securities or receivables, for the purpose of securing banking
accommodations or as the basis for the issuance of bankers' acceptances
or in aid of other similar borrowing arrangements;
(b) the pledge of receivables payable in foreign currencies (other
than Canadian dollars) to secure borrowings in foreign countries (other
than Canada);
(c) any deposit of assets of the Company with any surety company or
clerk of any court, or in escrow, as collateral in connection with, or
in lieu of, any bond on appeal by the Company from any judgment or
decree against it, or in connection with other proceedings in actions at
law or in equity by or against the Company;
(d) any lien or charge on any property, tangible or intangible, real
or personal, existing at the time of acquisition of such property
(including acquisition through merger or consolidation) or given to
secure the payment of all or any part of the purchase price thereof or
to secure any indebtedness incurred prior to, at the time of, or within
60 days after, the acquisition thereof for the purpose of financing all
or any part of the purchase price thereof; and
<PAGE>9
(e) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or
pledge referred to in the foregoing clauses (a) to (d) inclusive of this
paragraph; provided, however, that the amount of any and all obligations
and indebtedness secured thereby shall not exceed the amount thereof so
secured immediately prior to the time of such extension, renewal or
replacement and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the charge or
lien so extended, renewed or replaced (plus improvements on such
property). (Section 4.03 of the Indenture).
Similar covenants are applicable to the Company's other term
indebtedness, but not all contain the exceptions set forth in clauses (d) and
(e) above.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee
to modify or amend the Indenture or any supplemental indenture or the rights
of the holders of the Debt Securities issued thereunder, with the consent of
the holders of not less than 66 2/3% in aggregate principal amount of the Debt
Securities of all series at the time outstanding under such Indenture which
are affected by such modification or amendment (voting as one class), provided
that no such modification shall (i) extend the fixed maturity of any Debt
Securities, or reduce the principal amount thereof, or premium, if any, or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the holder of each Debt Security so affected, or (ii) reduce the
aforesaid percentage of Debt Securities, the consent of the holders of which
is required for any such modification, without the consent of the holders of
all Debt Securities then outstanding under the Indenture. (Section 10.02 of
the Indenture).
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (a) default in payment of any principal or
premium, if any, on such series; (b) default for 30 days in payment of any
interest on such series; (c) default for 30 days after notice in performance
of any other covenant in the Indenture; or (d) certain events of bankruptcy,
insolvency or reorganization. (Section 6.01 of the Indenture).
6
No Event of Default with respect to a particular series of Debt Securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder. In case an
Event of Default under clause (a) or (b) shall occur and be continuing with
respect to any series, the Trustee or the holders of not less than 25% in
aggregate principal amount of Debt Securities of each such series then
outstanding may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of such series to be
due and payable. In case an Event of Default under clause (c) or (d) shall
<PAGE>10
occur and be continuing, the Trustee or the holders of not less than 25% in
aggregate principal amount of all the Debt Securities then outstanding (voting
as one class) may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of all outstanding Debt
Securities to be due and payable. Any Event of Default with respect to a
particular series of Debt Securities may be waived by the holders of a
majority in aggregate principal amount of the outstanding Debt Securities of
such series (or of all the outstanding Debt Securities, as the case may be),
except in a case of failure to pay principal or premium, if any, or interest
on such Debt Security for which payment had not been subsequently made.
(Section 6.01 of the Indenture). The Company is required to file with the
Trustee annually an Officers' Certificate as to the absence of certain
defaults under the terms of the Indenture. (Section 4.05 of the Indenture).
The Indenture provides that the Trustee may withhold notice to the
securityholders of any default (except in payment of principal, premium, if
any, or interest) if it considers it in the interest of the securityholders to
do so. (Section 6.07 of the Indenture).
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity or security. (Sections 7.01 and 7.02 of the Indenture). Subject to
such provisions for the indemnification of the Trustee and to certain other
limitations, the holders of a majority in principal amount of the Debt
Securities of each series affected (with each series voting as a separate
class) at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee. (Section
6.06 of the Indenture).
CONCERNING THE TRUSTEE
Morgan Guaranty Trust Company of New York is the Trustee under the
Indenture. It is also trustee under various other indentures covering
outstanding notes and debentures of the Company and is an investment manager
for United States pension trusts established by General Motors Corporation.
John G. Smale and Dennis Weatherstone, Directors of Morgan Guaranty Trust
Company of New York, are Directors of General Motors Corporation. Morgan
Guaranty Trust Company of New York acts as depository for funds of, makes
loans to, acts as trustee and performs certain other services for, the Company
and certain of its affiliates in the normal course of its business. As
trustee of various trusts, it has purchased securities of the Company and
certain of its affiliates.
DESCRIPTION OF WARRANTS
GENERAL
The following statements with respect to the Warrants are summaries of
the detailed provisions of one or more separate Warrant Agreements (each a
"Warrant Agreement") between the Company and a banking institution organized
under the laws of the United States or one of the states thereof (each a
"Warrant Agent"), a form of which is filed as an exhibit to the Registration
Statement. Wherever particular provisions of the Warrant Agreement or terms
defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made, and the statements
are qualified in their entirety by such reference.
7
<PAGE>11
The Warrants will be evidenced by Warrant Certificates (the "Warrant
Certificates") and, except as otherwise specified in the Prospectus Supplement
accompanying this Prospectus, may be traded separately from any Debt
Securities with which they may be issued. Warrant Certificates may be
exchanged for new Warrant Certificates of different denominations at the
office of the Warrant Agent. The holder of a Warrant does not have any of the
rights of a holder of a Debt Security in respect of, and is not entitled to
any payments on, any Debt Securities issuable (but not yet issued) upon
exercise of the Warrants.
The Warrants may be issued in one or more series, and reference is made
to the Prospectus Supplement accompanying this Prospectus relating to the
particular series of Warrants, if any, offered thereby for the terms of, and
other information with respect to, such Warrants, including: (1) the title and
the aggregate number of Warrants; (2) the Debt Securities for which each
Warrant is exercisable; (3) the date or dates on which such Warrants will
expire; (4) the price or prices at which such Warrants are exercisable; (5)
the currency or currencies in which such Warrants are exercisable; (6) the
periods during which and places at which such Warrants are exercisable; (7)
the terms of any mandatory or optional call provisions; (8) the price or
prices, if any, at which the Warrants may be redeemed at the option of the
holder or will be redeemed upon expiration; (9) the identity of the Warrant
Agent; (10) the exchange, if any, on which such Warrants may be listed and
(11) whether such Warrants shall be issued in book-entry form.
EXCERCISE OF WARRANTS
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
Warrant, and by communicating to the Warrant Agent the identity of the
Warrantholder and the number of Warrants to be exercised. Upon receipt of
payment and the Warrant Certificate properly completed and duly executed, at
the office of the Warrant Agent, the Warrant Agent will, as soon as
practicable, arrange for the issuance of the applicable Debt Securities, the
form of which shall be set forth in the Prospectus Supplement. If less than
all of the Warrants evidenced by a Warrant Certificate are exercised, a new
Warrant Certificate will be issued for the remaining amounts of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters,
and (iv) through dealers.
Offers to purchase Securities may be solicited directly by the Company or
by agents designated by the Company from time to time. Any such agent, who
may be deemed to be an underwriter as that term is defined in the Securities
Act of 1933, as amended (the "Securities Act of 1933"), involved in the offer
or sale of the Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment (ordinarily five business days or less).
Agents may be entitled under agreements which may be entered into with the
Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, and may be customers
of, engage in transactions with or perform services for the Company in the
ordinary course of business.
<PAGE>12
If an underwriter or underwriters are utilized in the sale, the Company
will enter into an underwriting agreement with such underwriters at the time
of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled,
under the relevant underwriting agreement, to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act of
1933. Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the Securities: Morgan Stanley
& Co. Incorporated, The First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Salomon Brothers
Inc and Shearson Lehman Brothers Inc.
8
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the
public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions
except that the purchase by an institution of the Securities covered by its
Contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted
by the Company.
The place and time of delivery for the Securities in respect of which
this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's 1991 Annual Report on Form 10-K have been audited by Deloitte &
Touche, Detroit, Michigan 48243, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon such report given upon the authority of that
firm as experts in accounting and auditing.
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GMAC
FINANCIAL SERVICES
