AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998
REGISTRATION NO. 333-XXXXX
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GENERAL MOTORS ACCEPTANCE CORPORATION
A Delaware Corporation-- I.R.S. Employer No. 38-0572512
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
(313-556-5000)
Agent For Service
Jerome B. Van Orman, Vice President
General Motors Acceptance Corporation
3044 West Grand Boulevard, Detroit, Michigan 48202 (313-556-1508)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable on or after the effective date of this Registration
Statement.
------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.| |
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.| |
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.| |
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.| |
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER UNIT PRICE (2) FEE
- --------------------------------------------------------------------------------
Variable Denomination
Adjustable Rate
Demand Notes $3,000,000,000 100% $3,000,000,000 $909,090
================================================================================
Or, if any Demand Notes are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$8,000,000,000.
(1) The amount of GMAC Variable Denomination Adjustable Rate Demand Notes (the
"Demand Notes") being registered, together with the remaining Demand Notes
registered on October 17, 1989 (Registration No. 33-31596), represents the
maximum aggregate principal amount of Demand Notes which, on June 9, 1998,
are expected to be offered for sale.
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to Demand Notes of the
Registrant registered and remaining unissued under Registration Statement No.
33-31596.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
- ------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
- ------------------------------------------------------------------------------
SUBJECT TO COMPLETION
PROSPECTUS DATED JUNE XX, 1998
PROSPECTUS
GENERAL MOTORS ACCEPTANCE CORPORATION
GMAC VARIABLE DENOMINATION ADJUSTABLE RATE
DEMAND NOTES
$8,000,000,000
The GMAC Variable Denomination Adjustable Rate Demand Notes (the "Demand
Notes") are being offered pursuant to the GMAC Demand Notes Program (the
"Program") to certain investors associated with General Motors Acceptance
Corporation (the "Company") or General Motors Corporation. See "Plan of
Distribution." The Program is designed to provide such investors with a
convenient means of investing funds directly with the Company. The Demand Notes
provide investors with an alternative to investment opportunities offered by
banks and other financial institutions, investment dealers and money market
funds.
The Demand Notes will constitute unsecured, senior debt obligations of the
Company. Funds invested in the Demand Notes are not subject to the protection of
the Federal Deposit Insurance Corporation or any other insurance. An investment
in Demand Notes does not create a checking, bank account or depositor
relationship between the investor and the Company or The Northern Trust Company
(the "Processing Agent"). The Program is not subject to the requirements of the
Investment Company Act of 1940 (diversification of investments) or the Employee
Retirement Income Security Act of 1974. The Demand Notes will be issued in
uncertificated form and will have no stated maturity. The Demand Notes may be
redeemed in whole, or in part, at the option of the investor. The principal
amount of the Demand Notes will be equal to the aggregate of investments made by
the investor, including accrued and reinvested interest, less the aggregate of
any redemptions. See "Description of Demand Notes" and "How to Redeem Demand
Notes."
Investors may invest in the Demand Notes by completing the investment form
accompanying this Prospectus and by making an initial investment pursuant to one
of the methods described in "How to Invest."
<PAGE>
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.
June , 1998
The Demand Notes will bear interest at a floating rate determined by the
GMAC Demand Notes Committee established by the Company. The interest rate on the
Demand Notes will be subject to change on Friday of each week, such change to be
effective the following Monday. Such rate will reflect both the level of
interest rates generally and the changes in interest rates which occur from time
to time but at all times such rate will be greater than the most recent
seven-day average yield (simple) on taxable money market funds in the United
States. See "Description of Demand Notes - Interest Rate" for a complete
description of how the interest rate will be determined.
------------------
THE INTEREST RATE ON THE DEMAND NOTES
WILL VARY FROM TIME TO TIME.
INFORMATION CONCERNING THE RATE OF INTEREST CURRENTLY PAYABLE
ON THE DEMAND NOTES MAY BE OBTAINED AT ANY
TIME BY CALLING TOLL FREE 1-800-426-8323.
------------------
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN FOR FUTURE REFERENCE.
------------------
The transfer of the Demand Notes is subject to certain restrictions. See
"Restrictions on Transfer." The Demand Notes will not be listed on any
securities exchange and the Company does not anticipate that there will be any
secondary market for the Demand Notes.
------------------
The Demand Notes are being offered on a continuous basis for sale by
the Company directly to investors and no commissions will be payable. See
"Plan of Distribution." The Demand Notes registered on October 22, 1985
(Registration No. 2-99057), April 9, 1986 (Registration No. 33-4661), June
30, 1986 (Registration No. 33-6717), February 24, 1987 (Registration No.
33-12059), December 30, 1988 (Registration No. 33-26057) and October 17, 1989
<PAGE>
(Registration No. 33-31596) represent the maximum aggregate principal amount
of Demand Notes which are expected to be offered for sale.
The Demand Notes are offered hereby. The Company reserves the right to
withdraw, cancel or modify the offer without notice and may reject investments
in whole or in part.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR THE DOCUMENTS INCORPORATED
BY REFERENCE, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR
THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY TRANSACTION HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
DEMAND NOTES IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR OTHER JURISDICTION.
------------------
AVAILABLE INFORMATION
General Motors Acceptance Corporation (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 can be inspected and copied at
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the Regional Offices of the Commission at Citicorp Center, Suite
1400, 500 Madison Street, Chicago, Illinois 60661-2511 and Suite 1300 Seven
World Trade Center, New York, New York 10048. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. 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.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
Demand Notes. As permitted by the rules and regulations of the Commission, the
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits thereto and to which reference is hereby made.
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, 1997, and Quarterly Report on Form
10-Q for the quarter ended March 31, 1998, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 with the Commission.
<PAGE>
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 prior to the
termination of the offering of the Demand Notes 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 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
MAIL CODE: 482-1X1-103
DETROIT, MICHIGAN 48202
(313) 556-1240
PRINCIPAL EXECUTIVE OFFICES
General Motors Acceptance Corporation has its principal executive
offices at 3044 West Grand Boulevard, Detroit, Michigan 48202 (Tel. No.
313-556-5000).
RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED DECEMBER 31
---------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
1.42 1.41 1.36 1.33 1.33
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 and discounts and the portion of
rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
USE OF PROCEEDS
<PAGE>
The proceeds from the sale of the Demand Notes will be added to the
general funds of the Company and will be available for the purchase of
receivables, the making of loans or for the repayment of debt. Such proceeds
initially may be used to reduce short-term borrowings or be invested in
short-term securities. Additional financing which may be required by the Company
will be effected at such times, and through such means, as may be appropriate.
PLAN OF DISTRIBUTION
The Demand Notes are being offered on a continuous basis for sale by the
Company on its own behalf directly to employees of the Company, General Motors
Corporation and their respective participating subsidiaries and affiliates, to
the immediate family members of such employees, to retirees who are receiving
retirement benefits from General Motors Corporation or its participating
subsidiaries and affiliates, to the immediate family members of such retirees,
to franchised General Motors dealers, their employees and affiliates of such
dealers, to the stockholders of General Motors Corporation and to certain
customers of the Company and its subsidiaries as determined by the Demand Notes
Committee (each an "eligible investor" and collectively the "investors").
Immediate family members are defined as the spouse, children and parents of an
employee or retiree. The Demand Notes are being offered only to persons whose
registered addresses are in the United States.
No commissions are payable by the Company on sales of the Demand Notes.
The Company reserves the right to withdraw, cancel or modify the offer to sell
Demand Notes at any time. The Company has the sole right to accept offers to
purchase Demand Notes and may reject any proposed purchase of Demand Notes in
whole or in part.
No one to whom the Demand Notes will be offered will be required to invest
in the Demand Notes and any decision to invest will be solely that of the
investor. The Company shall not require an investor to redeem the investor's
Demand Note by reason of such investor's having ceased to be an eligible
investor.
DESCRIPTION OF THE GMAC DEMAND NOTES PROGRAM
The GMAC Demand Notes Program (the "Program"), pursuant to which the
Demand Notes are being offered, is designed to provide investors with a
convenient means of investing funds directly with the Company. The following
summary description of the Program does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the complete text
of the Program, a copy of which is filed as an exhibit to the Registration
Statement filed with the Commission.
ADMINISTRATION
The Company has established a GMAC Demand Notes Committee (the "Demand
Notes Committee"), which consists of persons appointed by the Executive
Committee of the Board of Directors of the Company. The members of the Demand
Notes Committee do not receive any compensation for their services as such but
<PAGE>
they may be officers, directors or employees of the Company or any of its
subsidiaries. The current Demand Notes Committee members are: the Executive Vice
President and Chief Financial Officer, the Vice President-Finance, the Vice
President-Global Borrowings and the Director-U.S. Funding and Securitization,
all at 3044 West Grand Boulevard, Detroit, Michigan 48202. The Demand Notes
Committee members serve at the pleasure of the Executive Committee of the Board
of Directors until their resignation or removal from office by action of such
Committee.
The Demand Notes Committee has the full power and authority to amend the
Program, to interpret its provisions, to determine eligibility for participation
in the Program, to adopt rules and regulations in connection therewith, to make
determinations thereunder provided for it to make and to set and adjust the rate
of interest to be paid on the Demand Notes.
The Company has appointed The Northern Trust Company (the "Processing
Agent") as its agent to handle the day-to-day administration of the Program.
See "Processing Agent."
THE DEMAND NOTES-INVESTMENTS AND REDEMPTIONS
Pursuant to the provisions of the Program, investors may invest in the
Demand Notes by completing the investment form accompanying this Prospectus and
by making an initial investment pursuant to one of the methods described in "How
to Invest." Investments made subsequent to the initial investment must be in an
amount of $50 or more.
Investments in the Demand Notes may be made by:
1. PERSONAL CHECK-SEE PAGE 12;
2. WIRE TRANSFER OF FUNDS-SEE PAGE 12;
3. AUTOMATIC CHARGE TO AN INVESTOR'S CHECKING ACCOUNT-SEE PAGE 13;
4. DIRECT RECEIPT OF AN INVESTOR'S NET PAYCHECKS, SOCIAL SECURITY, ANNUITY OR
PENSION CHECKS OR OTHER REGULARLY RECURRING CHECKS-SEE PAGE 13;
5. PAYROLL DEDUCTION-SEE PAGE 14; AND
6. PENSION DEDUCTION-SEE PAGE 14.
The Demand Notes may be redeemed by:
1. WRITING A CHECK OF $250 OR MORE-SEE PAGE 15;
2. TELEPHONE INSTRUCTIONS TO THE PROCESSING AGENT-SEE PAGE 16;
3. WRITTEN INSTRUCTIONS TO THE PROCESSING AGENT-SEE PAGE 18; AND
<PAGE>
4. AUTOMATIC MONTHLY OR QUARTERLY REDEMPTION OF SPECIFIED AMOUNTS-SEE PAGE
18.
All funds invested in the Demand Notes, together with interest accrued
thereon, and redemptions, if any, will be recorded on a register maintained by
the Processing Agent. An investor will be able to obtain such investor's current
Demand Note balance at any time by calling toll free 1-800-548-7923. No
certificate or other instrument evidencing the Company's indebtedness to an
investor will be issued to investors. The Demand Note registration will also
include the name(s) and address(es) of the registered owner(s) of the Demand
Note and such investor's tax identification or Social Security number(s).
An investor will be provided with periodic statements concerning such
investor's Demand Note. Periodic statements will include a summary of any
investments and redemptions, accrued and reinvested interest, and the principal
amount of the Demand Note at the beginning and at the end of the period.
A Demand Note may be held individually, jointly or in a trust or custodial
capacity.
DESCRIPTION OF DEMAND NOTES
The Demand Notes will be issued under an Indenture, dated as of October
15, 1985, and all supplemental indentures thereto including the Seventh
Supplemental Indenture dated as of June 1, 1998 (collectively referred to as the
"Indenture") between the Company and U.S. Bank Trust National Association, as
successor Trustee (the "Trustee"). The following summary description of the
Demand Notes does not purport to be complete and is subject to, and qualified in
its entirety by, the detailed provisions of the Indenture, and to the complete
text of the Program, copies of which are filed as exhibits to the Registration
Statement filed with the Commission.
GENERAL INFORMATION
The Demand Notes will constitute unsecured, senior debt obligations of the
Company. An investor, therefore, will not have any priority or secured claim
against any of the assets of the Company with respect to the principal amount of
such investor's Demand Notes or accrued and unpaid interest thereon. There are
no secured senior debt obligations of the Company. Funds invested in the Demand
Notes are not subject to the protection of the Federal Deposit Insurance
Corporation or any other insurance.
The Demand Notes will be issued in uncertificated form and no investor
will receive any certificate or other instrument evidencing the Company's
indebtedness. In accordance with the provisions of the Program, all funds
invested in Demand Notes, together with interest accrued thereon, and
redemptions, if any, will be recorded on a register maintained by the Processing
Agent. See "Processing Agent."
The Demand Notes have no stated maturity and may be redeemed in whole, or
in part, at the option of the investor; provided, however, that partial
redemptions are subject to certain minimum amounts. See "How to Redeem Demand
Notes." The Demand Notes will not be subject to any sinking fund.
<PAGE>
The Demand Notes also are subject to redemption by the Company. See
"Optional Redemption by the Company." The Company also may redeem any particular
Demand Note the principal amount of which remains below $250 and in which no
investment (other than accrued and reinvested interest) is made for a period of
three consecutive months immediately following the month in which the principal
amount of such Demand Note falls below $250. See "Minimum Balance Requirement."
The Demand Notes will bear interest at a rate determined by the Demand
Notes Committee. The interest rate on the Demand Notes will be adjusted
periodically by the Demand Notes Committee, as more fully described under
"Interest Rate."
The Company has no right of set-off against a Demand Note for indebtedness
not related to such Demand Note and has no obligation to contest any legal
proceeding brought against an investor's Demand Note by any third party.
The Company has the right to deduct from the principal amount of a Demand
Note amounts invested in error in such Demand Note.
The Company may from time to time enter into one or more supplemental
indentures, without the consent of investors in the Demand Notes, providing for
the issuance of Demand Notes under the Indenture in addition to the aggregate
principal amount authorized thereunder on the date of this Prospectus.
By investing in a Demand Note, the investor shall be deemed to accept and
agree to all provisions of the Program.
INTEREST RATE
The Demand Notes will bear interest at a floating rate determined by the
Demand Notes Committee established by the Company. The interest rate on the
Demand Notes will be subject to change on Friday of each week, such change to be
effective the following Monday. Such rate will reflect both the level of
interest rates generally and the changes in interest rates which occur from time
to time but at all times such rate will be greater than the most recent
seven-day average yield (simple) on taxable money market funds in the United
States as published in IBC's MONEY FUND REPORT AVERAGES TM/ALL TAXABLE.* The
rate of interest paid for any period on the Notes is not an indication or
representation of future rates. If in any week the IBC's MONEY FUND REPORT
AVERAGES TM/ALL TAXABLE is not available or publication of such seven-day
average is suspended, the seven-day average yield at such time shall be an
approximately equivalent rate determined by the Demand Notes Committee.
An investor may obtain information concerning the rate of interest
currently payable on the Demand Notes by calling toll free at any time
1-800-426-8323.
<PAGE>
Interest on the Demand Notes will accrue in accordance with the provisions
governing particular methods of investment, as described under "How to Invest."
Interest on the Demand Notes is compounded daily, at the rate in effect each
day, based on a 365-day year.
On the last day of each month, interest accrued during the month on the
principal amount of a Demand Note will be paid by the Company and reinvested in
such Demand Note, thereby increasing the principal amount of such Demand Note.
OPTIONAL REDEMPTION BY THE COMPANY
The Company may redeem, at any time in its discretion, all or any part of
the Demand Notes. Any partial redemption of Demand Notes will be effected by lot
or pro rata or by any other method that is deemed fair and appropriate by the
Trustee. (Section 13.01 in the Indenture).
The Company will give prior written notice of at least thirty days but not
more than ninety days to investors whose Demand Notes are subject to full or
partial redemption. Such notice from the Company will specify the effective date
of redemption, the amount being redeemed and the effective date the redeemed
amount shall become due and payable and that interest shall cease to accrue as
of that date. All partial redemption notices will list the remaining principal
amount of the Demand Notes. (Section 13.02 in the Indenture).
The full or partial Demand Note being redeemed, plus accrued and unpaid
interest thereon to the date of redemption, will be paid by check mailed to the
registered owner(s) of the redeemed Demand Note. Interest on the redeemed amount
shall cease to accrue on and after the effective date the redeemed amount shall
have become due and payable. (Section 13.03 in the Indenture).
- ------------------------
*MONEY FUND REPORT (registered trademark) is a service of IBC Financial Data
Inc. MONEY FUND REPORT states that the yield information obtained from money
market funds is screened by the publisher, but no guarantee of the accuracy of
the information contained therein is made by the Company.
<PAGE>
THE COMPANY RESERVES THE RIGHT TO REDEEM IMMEDIATELY ANY DEMAND NOTE AS TO
WHICH IT BELIEVES IN ITS SOLE JUDGMENT AND DISCRETION THAT THE REDEMPTION
PROVISIONS OF THE PROGRAM HAVE BEEN ABUSED OR ARE BEING USED BY AN INVESTOR IN A
MANNER OR WITH AN EFFECT THAT IS NOT IN THE BEST INTERESTS OF THE COMPANY, i.e.,
the writing of checks by an investor where the amounts of the checks are greater
than the principal amount of such investor's Demand Note. The Company will
notify an investor of its intention to redeem such Demand Note on the third
business day following the date of the notice and will redeem the Demand Note in
full on such redemption date. A check will be sent to the investor in an amount
equal to the principal amount of such redeemed Demand Note, including accrued
and unpaid interest to the date of redemption. In the event that a Demand Note
with a principal amount below $0 is redeemed, the investor will be liable to the
Company for the amount required to restore the principal amount to $0 as of the
date the Demand Note was redeemed. (Section 13.08 in the Indenture).
MINIMUM BALANCE REQUIREMENT
THE COMPANY ALSO MAY REDEEM, AT ANY TIME IN ITS DISCRETION, ANY PARTICULAR
DEMAND NOTE THE PRINCIPAL AMOUNT OF WHICH REMAINS BELOW $250 AND IN WHICH NO
INVESTMENT (OTHER THAN ACCRUED AND REINVESTED INTEREST) IS MADE FOR A PERIOD OF
THREE CONSECUTIVE MONTHS IMMEDIATELY FOLLOWING THE MONTH IN WHICH THE PRINCIPAL
AMOUNT OF THE DEMAND NOTE FALLS BELOW $250. In addition, the Company may redeem,
at any time in its discretion, any particular Demand Note the principal amount
of which remains below $0 for a period of thirty days immediately following the
day on which the principal amount of such Demand Note fell below $0. The Company
will notify an investor of its intention to redeem such a Demand Note; following
such notification an investor will have fifteen business days from the date of
such notice to restore such Demand Note to the required minimum principal amount
of $250. If an investor does not restore such Demand Note to the required
principal amount, the Company will fix the date of redemption as the sixteenth
business day following the date of the notice and will redeem the Demand Note in
full on such redemption date. A check will be sent to the investor in an amount
equal to the principal amount of such redeemed Demand Note, including accrued
and unpaid interest to the date of redemption. In the event that a Demand Note
with a principal amount below $0 is redeemed, the investor will be liable to the
Company for the amount required to restore the principal amount to $0 as of the
date the Demand Note was redeemed. (Section 13.04 in the Indenture).
HOW TO INVEST
The following summary description does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the complete text
of the Program, a copy of which is filed as an exhibit to the Registration
Statement. An investor may use one or more of the methods described below to
invest in Demand Notes. For purposes of the Program, "business day" shall mean
only a day on which both The Northern Trust Company and the Federal Reserve Bank
of Chicago are fully open for business. The Company reserves the right at any
time to modify, suspend or terminate any of the investment methods described
below.
INVESTMENTS BY CHECK
<PAGE>
To invest by check, an investor must complete the Demand Notes investment
form accompanying this Prospectus. The investment form, together with a check
(minimum of $250) made payable to "The Northern Trust Company, Agent" must be
mailed to GMAC Demand Notes, The Northern Trust Company, P.O. Box 75920,
Chicago, Illinois 60675-5920. Investments by check made subsequent to the
initial investment (minimum of $50) also must be made payable to "The Northern
Trust Company, Agent" and must include the investor's tax identification or
Social Security number and the Demand Note number assigned by The Northern Trust
Company. An investor should enclose an investment slip which is provided as a
detachable stub on the bottom of all monthly statements and investment
confirmations mailed by the Processing Agent. All checks must be mailed to The
Northern Trust Company at the address specified above. Initial and subsequent
investments by check will be invested in the investor's Demand Note on the next
succeeding business day after the check is received by the Processing Agent and
interest will begin to accrue on such day. Checks must be drawn in United States
dollars on a bank in the United States. Neither the Processing Agent nor the
Company shall be responsible for delays in the receipt of checks mailed to The
Northern Trust Company. INVESTMENTS MADE BY CHECK ARE AVAILABLE FOR REDEMPTION
ON THE SIXTH BUSINESS DAY FROM THE DAY SUBSEQUENT TO RECEIPT OF SUCH CHECK BY
THE PROCESSING AGENT.
INVESTMENTS BY WIRE TRANSFER
To make an initial investment in Demand Notes by transferring funds via
bank wire (minimum of $250), an investor must call The Northern Trust Company at
1-800-548-7923 to obtain a Demand Note number. An investor must then instruct
the investor's bank to wire the funds to The Northern Trust Company (ABA No.
071000152). The bank wire must include the designation "GMAC Demand Notes," the
name and address of the investor, the investor's tax identification or Social
Security number, and the Demand Note number supplied by The Northern Trust
Company. After the wire transfer has been made, an investor must complete and
mail a Demand Notes investment form to The Northern Trust Company as set forth
under "Investments by Check." On a subsequent investment by wire transfer
(minimum of $50), an investor must instruct the investor's bank to wire the
funds in accordance with the foregoing.
AN INVESTMENT BY WIRE TRANSFER OF FUNDS TO THE PROCESSING AGENT WILL BE
INVESTED IN AN INVESTOR'S DEMAND NOTE ON THE BUSINESS DAY THE FUNDS ARE RECEIVED
BY THE PROCESSING AGENT IN PROPER FORM AND WILL BEGIN ACCRUING INTEREST ON SUCH
DAY PROVIDED THE FUNDS ARE RECEIVED BY THE PROCESSING AGENT BY 2:00 P.M. EASTERN
TIME. Funds received after 2:00 p.m. Eastern Time will be invested and will
begin to accrue interest on the next succeeding business day. Neither the
Processing Agent nor the Company will be responsible for delays in the transfer
and wiring of funds.
<PAGE>
INVESTMENTS BY AUTOMATIC CHARGE TO CHECKING ACCOUNTS
An investor may elect to authorize the Processing Agent to make monthly
charges of $50 or more to such investor's personal checking account for purposes
of investing in Demand Notes. Upon receipt of proper written authorization, the
Processing Agent will prepare an electronic transfer each month drawn against an
investor's checking account for the prescribed amount. The proceeds from the
electronic transfer will be invested in an investor's Demand Note and accrue
interest from the next succeeding business day after the electronic transfer is
received by the Processing Agent. INVESTMENTS MADE BY ELECTRONIC TRANSFER ARE
AVAILABLE FOR REDEMPTION ON THE SIXTH BUSINESS DAY FROM THE DAY SUBSEQUENT TO
RECEIPT OF SUCH ELECTRONIC TRANSFER BY THE PROCESSING AGENT.
To establish the Automatic Charge to Checking Accounts, an investor must
obtain the necessary authorization form directly from the Processing Agent.
An investor may change the amount of the monthly investment (subject to
the $50 monthly minimum) or terminate such investments entirely at any time by
providing notice in writing to the Processing Agent. Such notice will be
effective as soon as practicable after receipt thereof by the Processing Agent.
INVESTMENTS BY DIRECT INVESTMENT
An investor may elect to invest in Demand Notes by authorizing the
Processing Agent to receive an investor's net paychecks (gross pay less
deductions) from an investor's place of employment, or to receive such
investor's Social Security, annuity or pension checks or other regularly
recurring checks. Investment by direct investment may be made by electronic
transfer or by check. Direct investment by electronic transfer of funds to the
Processing Agent will be invested in an investor's Demand Note and accrue
interest under the same conditions as set forth under "Investments by Wire
Transfer." Direct investment by checks mailed to the Processing Agent will be
invested in an investor's Demand Note and accrue interest under the same
conditions as set forth under "Investments by Check."
The form necessary to authorize direct investment of Social Security
checks may be obtained from most Social Security offices. An investor who wishes
to have net paychecks invested directly into such investor's Demand Note should
contact the employer's payroll location. A General Motors retiree who wishes to
have his net pension check invested directly into such investor's Demand Note
should contact the General Motors Pension Administration Center by calling
1-800-659-2000. Retirees of other eligible subsidiaries or affiliates of General
Motors Corporation should contact their former employer in order to obtain the
proper form permitting direct investment.
An investor may terminate the Processing Agent's authority to receive net
paychecks, Social Security, annuity or pension checks or other regularly
recurring checks by providing notice in writing to the issuers of such checks
and to the Processing Agent. If, upon termination of the Processing Agent's
<PAGE>
authority to receive an investor's net paychecks, Social Security, annuity or
pension checks or other regularly recurring checks, an investment is made
incorrectly to an investor's Demand Note, such investor must promptly notify the
Company of such error and return any and all such amounts incorrectly invested.
INVESTMENTS BY PAYROLL DEDUCTION
This option is available to an employee of companies participating in
Demand Notes payroll deductions through any General Motors Corporation
compensation system. An employee choosing this option will not be required to
make an initial investment of $250 or more, but will be required to invest on
the terms described below.
Investments by payroll deduction must be specified as a fixed dollar
amount. The minimum investment by payroll deduction must be at least $50 per
month; provided that the minimum investment for an employee paid weekly shall be
$11.50 per week, or such other amount as the Demand Notes Committee from time to
time may authorize. Each payroll deduction investment by an employee paid other
than on a weekly basis shall be invested in such employee's Demand Note as of
the payday on which it was withheld and begins accruing interest as of such
date. Payroll deduction investments by an employee paid on a weekly basis shall
be invested in the employee's Demand Note as of the last business day of the
week in which the paycheck is issued and begins accruing interest as of such
business day. Unless otherwise permitted by the Demand Notes Committee, an
employee may make investments by payroll deduction in only one Demand Note.
Investments by payroll deduction will commence as soon as practicable after
receipt by the Company and the Processing Agent of the applicable authorization
form upon which an employee shall have elected such payroll deduction.
Subject to the foregoing provisions and this paragraph, the payroll
deduction amount authorized by an employee may be increased or decreased by such
employee's delivering to the Company a notice in writing of such increase or
decrease. Such increase or decrease will be effective as soon as practicable
after receipt by the Company of such notice thereof. Payroll deductions
authorized by an employee may be terminated at any time, in which event such
payroll deduction authorization will terminate as soon as practicable following
receipt by the Company of written instructions from such employee to terminate
investments by payroll deduction.
No payroll deduction will be made pursuant to a payroll deduction
authorization in, or for, any period in which an employee is not receiving a
salary or wages.
INVESTMENTS BY PENSION DEDUCTION
This option shall be available only to a retiree or a surviving spouse of
such retiree (collectively referred to as the "retiree") who is receiving
retirement benefits from General Motors Corporation or its participating
subsidiaries and affiliates. A retiree choosing this option will not be required
to make an initial investment of $250 or more, but will be required to invest on
the terms described below.
<PAGE>
Investments by pension deduction must be specified as a fixed dollar
amount. The minimum investment by pension deduction must be at least $50 per
month. Each pension deduction investment by a retiree shall be invested in such
retiree's Demand Note as of the first business day of each month the retiree is
eligible to receive retirement benefits and shall begin to accrue interest as of
such date. Unless otherwise permitted by the Demand Notes Committee, a retiree
may make investments by pension deduction in only one Demand Note. Investments
by pension deduction shall commence as soon as practicable after receipt by the
Company and the Processing Agent of the applicable authorization form upon which
a retiree shall have elected a pension deduction. A retiree should contact the
Processing Agent to obtain the necessary authorization form.
Subject to the foregoing provisions and this paragraph, the pension
deduction amount authorized by a retiree may be increased or decreased by such
retiree's delivering to the Company a notice in writing of such increase or
decrease. Such increase or decrease shall be effective as soon as practicable
after receipt by the Company of such notice thereof. Pension deductions
authorized by a retiree may be terminated at any time, in which event such
pension deduction authorization shall terminate as soon as practicable following
receipt by the Company of written instructions from such retiree to terminate
investments by pension deduction.
No pension deduction will be made pursuant to a pension deduction
authorization in, or for, any period in which a retiree is not receiving a
pension. Also, inasmuch as a retiree is only entitled to receive pension
benefits terminating with the last monthly payment preceding the retiree's
death, the Company will refund any pension deduction(s) made subsequent to the
retiree's death to the Trustee for the General Motors Pension Plan or other
General Motors subsidiary pension plan and redeem an amount equal to such refund
from the retiree's Demand Note. If the amount of the redemption exceeds the
principal amount in the retiree's Demand Note, the retiree's estate shall be
liable to the Company for the difference between the amount of the redemption
and the amount of the pension deduction(s) to be refunded.
HOW TO REDEEM DEMAND NOTES
An investor may redeem all or part of such investor's Demand Note by
following the below-described procedures. If the amount to be redeemed
represents or includes an investment made by check, however, the redemption
instructions will not be followed if such instructions are received within a
period of five business days from the day subsequent to the receipt of such
investment check. The Company reserves the right at any time to modify, suspend
or terminate any of the redemption methods described below. No redemption
proceeds will be paid in cash.
The following summary description does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the complete text
of the Program, a copy of which is filed as an exhibit to the Registration
Statement.
<PAGE>
REDEMPTION BY CHECK
An investor who selects the option to receive checks (the "Check Option")
on the Demand Notes investment form may redeem such investor's Demand Note in
part by writing a check, payable to the order of anyone, in an amount of $250 or
more. Checks may be deposited and processed through normal bank clearing
systems. The amount to be redeemed will continue to accrue interest until the
check is presented to the Processing Agent for payment.
Where there is more than one registered owner of a Demand Note, only the
signature of one registered owner will be required on the check unless otherwise
specified by the investors on the Demand Notes investment form.
When an investor's check is presented to the Processing Agent for payment,
the Processing Agent will cause the Company to redeem a part of such investor's
Demand Note sufficient to cover the amount of the check.
If the amount of a check is greater than the principal amount of an
investor's Demand Note, or if the required signatures do not appear on the
check, the Processing Agent will not cause the redemption to be effected and
will return the check to the depositary bank. The Processing Agent will assess a
service charge, which will result in a reduction in the amount of the investor's
Demand Note, of $10 for each check returned to a depositary bank
If the amount of a check is less than the required minimum of $250, the
Processing Agent will not cause the redemption to be effected and will return
the check to the depositary bank. The Processing Agent will assess a service
charge, which will result in a reduction in the amount of the investor's Demand
Note, of $10 for each check returned to a depositary bank.
If an investor requests stopping payment of a check, the Processing Agent
shall assess a service charge of $10, which will result in a reduction in the
amount of the investor's Demand Note.
An investor who selects the Check Option will be provided with a supply of
checks free of charge.
An investor may also request the Check Option subsequent to submitting the
initial investment form by providing the Processing Agent with a written request
to add the Check Option to such investor's Demand Note, with such request
bearing the signatures of all registered owners (including joint owners) of the
Demand Note exactly as they appear on the Demand Notes investment form. The
request should be mailed to GMAC Demand Notes, The Northern Trust Company, P.O.
Box 75919, Chicago, Illinois 60675-5919.
The selection of the Check Option by an investor does not create a
checking, bank account or depositor relationship between such investor and the
Company or the Processing Agent.
TELEPHONE REDEMPTION
<PAGE>
WIRE TRANSFER
An investor who selects the Telephone Redemption Option on the Demand
Notes investment form may redeem such investor's Demand Note in part during the
Processing Agent's regular business hours by having redemption proceeds of $250
or more wired to a predesignated bank account or Demand Note. By selecting the
Telephone Redemption Option, the investor authorizes the Processing Agent to act
on telephone redemption instructions from any person or persons representing
themselves to be the registered owners of the Demand Note. The Processing
Agent's record of such instructions is binding.
To select the Telephone Redemption Option the investor must designate on
the Demand Notes investment form either an account at a bank in the United
States or a Demand Note to receive the redemption proceeds. If the redemption
proceeds are to be wired to a bank account, the investor must also provide the
Processing Agent with a voided specimen check or deposit slip from such bank. If
the redemption proceeds are to be wired to a Demand Note, the number of such
Demand Note must be provided to the Processing Agent.
Once established, an investor may utilize the Telephone Redemption Option
by calling the Processing Agent toll free at 1-800-548-7923 during regular
business hours.
Upon receipt of telephone wire redemption instructions, the Processing
Agent will cause the Company to redeem a part of the investor's Demand Note
sufficient to cover the amount specified in the wire redemption INSTRUCTIONS. IF
THE REDEMPTION INSTRUCTIONS ARE RECEIVED BY 2:00 P.M. EASTERN TIME ON ANY
BUSINESS DAY, THE PROCESSING AGENT WILL WIRE THE REDEMPTION PROCEEDS TO THE
PREDESIGNATED BANK ACCOUNT OR DEMAND NOTE ON THE BUSINESS DAY ON WHICH THE
INSTRUCTIONS ARE RECEIVED AND INTEREST ON THE REDEMPTION PROCEEDS WILL ACCRUE
TO, BUT NOT INCLUDE, SUCH DAY. If the redemption instructions are received after
2:00 p.m. Eastern Time on any business day, the Processing Agent will wire the
redemption proceeds to the predesignated bank account or Demand Note on the
business day following receipt of the redemption instructions and interest on
the redemption proceeds will accrue to, but not include, such day.
THE PREDESIGNATED BANK AND ACCOUNT NUMBER THEREAT OR DEMAND NOTE MAY BE
CHANGED ONLY UPON WRITTEN REQUEST TO THE PROCESSING AGENT WITH THE SIGNATURE OF
EACH REGISTERED OWNER (INCLUDING JOINT OWNERS) OF THE DEMAND NOTE GUARANTEED BY
AN AUTHORIZED SIGNATORY OF A UNITED STATES COMMERCIAL BANK, TRUST COMPANY (NOT A
SAVINGS BANK) OR MEMBER FIRM OF A NATIONAL OR REGIONAL STOCK EXCHANGE IN THE
UNITED STATES.
Neither the Processing Agent nor the Company will be responsible for
delays in the wiring of funds through the banking system or for the authenticity
of telephone redemption instructions.
<PAGE>
MAIL
An investor who selects the Telephone Redemption Option also may redeem
such investor's Demand Note in part during any business day by providing the
Processing Agent with telephone instructions to mail a bank check (minimum of
$250) in a specified amount to the registered owner of the Demand Note at the
investor's registered address. Such instructions may be given by calling the
Processing Agent toll free at 1-800-548-7923 during regular business hours. Upon
receipt of such instructions, the Processing Agent will cause the Company to
redeem a part of the investor's Demand Note sufficient to cover the amount
specified in the instructions. The Processing Agent will mail a bank check for
the redemption proceeds on the business day following receipt of the
instructions and interest on such proceeds will accrue to, but not include, such
business day.
An investor may also request the Telephone Redemption Option subsequent to
submitting the initial investment form by providing the Processing Agent with a
written request to add the Telephone Redemption Option to such investor's Demand
Note, with such request bearing the signatures of all registered owners
(including joint owners) of the Demand Note exactly as they appear on the Demand
Notes investment form. The request should be mailed to GMAC Demand Notes, The
Northern Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
WRITTEN REDEMPTION
An investor may redeem such investor's Demand Note in part by providing
written instructions to the Processing Agent to issue a bank check in a
specified amount. Such instructions must include the investor's tax
identification or Social Security number, the Demand Note number assigned by The
Northern Trust Company and the signatures of all registered owners (including
joint owners) of a Demand Note and must be signed exactly as they appear on the
Demand Notes investment form. The instructions should be mailed to GMAC Demand
Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
Upon receipt of instructions in the proper form, the Processing Agent will
cause the Company to redeem a part of the investor's Demand Note sufficient to
cover the amount specified in the instructions. The Processing Agent will mail a
bank check for the redemption proceeds on the business day following receipt of
the instructions to the registered owner of the Demand Note at the investor's
registered address. Interest on the redemption proceeds will accrue to, but not
include, such day of mailing.
AUTOMATIC MONTHLY OR QUARTERLY REDEMPTION
An investor may elect to automatically redeem on a monthly basis (a) a
specified part of the investor's Demand Note (minimum of $100) or (b) the
monthly interest accrued on such investor's Demand Note, by selecting this
option on the Demand Notes investment form. Automatic quarterly redemptions
consisting of a specified part of a Demand Note (minimum of $100) are also
available. These options are available only to an investor who holds a Demand
Note with a principal amount of $5,000 or more.
<PAGE>
On a predetermined date each month or quarter, as the case may be, the
Processing Agent will cause the Company to redeem a part of the investor's
Demand Note equal to the redemption amount specified. Interest on the redemption
proceeds will accrue to, but not include, such predetermined day. On the
following day, the Processing Agent will mail a bank check for the redemption
proceeds to the address of the registered owner of the Demand Note.
If on the date selected for any monthly or quarterly redemption, an
investor's Demand Note shall not have a principal amount of $5,000 or more, the
Processing Agent shall not cause any redemption to be effected, nor shall a
redemption be effected, if after such redemption, the principal amount of an
investor's Demand Note would not be in excess of $5,000.
An investor may terminate the Automatic Monthly or Quarterly Redemption
Option by providing notice in writing to the Processing Agent. Such notice shall
be effective as soon as practicable after receipt thereof by the Processing
Agent.
An investor may request the Automatic Monthly or Quarterly Redemption
Option subsequent to submitting the investment form by providing the Processing
Agent with a written request to add the desired automatic redemption option to
the Demand Note, with such request bearing the signatures of all registered
owners (including joint owners) of the Demand Note exactly as they appear on the
Demand Notes investment form. The request should be mailed to GMAC Demand Notes,
The Northern Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
An investor who selects the Automatic Monthly or Quarterly Redemption
Option and/or the Telephone Redemption Option described above may not have bank
checks for redemption proceeds mailed to any address other than the registered
address of the registered owner of the Demand Note.
FULL REDEMPTION OF A DEMAND NOTE
An investor may redeem such investor's Demand Note in full by providing
written instructions to the Processing Agent. Such instructions must state the
investor's intention to redeem in full such investor's Demand Note and must be
given to the Processing Agent in the manner and at the address specified under
"Written Redemption."
Upon receipt of instructions in the proper form, the Processing Agent will
cause the Company to redeem in full the investor's Demand Note, including
accrued and unpaid interest to the date of redemption. The Processing Agent will
mail a bank check for the redemption proceeds on the business day following
receipt of the instructions to the registered owner of the Demand Note at the
investor's registered address.
<PAGE>
LIMITATION ON LIENS
The Company will not at any time pledge or otherwise subject to any lien
any of its property or assets without thereby expressly securing the due and
punctual payment of the principal of and interest on the Demand Notes equally
and ratably with any and all other obligations and indebtedness secured by such
pledge or other lien, so long as any such other obligations and indebtedness
shall be so secured. This restriction shall not apply to (1) 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; (2) the pledge of receivables
payable in foreign currencies (other than Canadian dollars) to secure borrowings
in foreign countries (other than Canada); (3) 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; (4) 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 (5) 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 (1) to (4)
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 3.07 in the
Indenture).
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
The Company will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any person, firm or
corporation, unless (1) either the Company shall be the continuing corporation,
or the successor corporation (if other than the Company) shall be a corporation
organized and existing under the laws of the United States of America or a State
thereof and such corporation shall expressly assume the due and punctual payment
of the principal of and interest on all the Demand Notes, and the due and
punctual performance and observance of all the covenants and conditions of the
Indenture to be performed by the Company by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such corporation, and
(2) the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition. (Section 10.01
in the Indenture).
EVENTS OF DEFAULT
<PAGE>
The following events are defined in the Indenture as "Events of Default":
failure to pay all or any part of the principal of or interest on any Demand
Note as and when the same shall be due and payable (subject to certain
exceptions described in the Indenture); failure to perform or observe any other
covenants or agreements in the Indenture or the Program for thirty days after
notice; and certain events of bankruptcy, insolvency or reorganization. (Section
5.01 in the Indenture).
The Indenture provides that the Trustee shall, within ninety days after
the occurrence of a default, give investors notice of all uncured defaults known
to it (the term default to include the events specified above without grace
periods); provided, however, that except in the case of default in the payment
of the principal of or interest on any of the Demand Notes the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the investors. (Section 5.07
in the Indenture).
The Company is required to furnish to the Trustee annually a statement of
certain officers of the Company stating whether or not to their knowledge the
Company is in default in the performance and observance of certain terms of the
Indenture and, if the Company is in default, specifying each such default.
(Section 3.09 in the Indenture).
Investors holding a majority in aggregate principal amount of the Demand
Notes then outstanding have the right to waive certain defaults and, subject to
certain limitations, 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. (Sections 5.01 and 5.06 in the Indenture). The
Indenture provides that, in case an Event of Default shall occur (which shall
not have been cured or waived), the Trustee is required to exercise such of its
rights and powers under the Indenture, and to use the degree of skill and care
in their exercise, that a prudent man would exercise or use under the
circumstances in the conduct of his own affairs, but otherwise need only perform
such duties as are specifically set forth in the Indenture. (Section 6.01 in the
Indenture). Subject to such provisions, the Trustee is under no obligation to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any of the investors unless they shall have offered to the
Trustee reasonable security or indemnity. (Section 6.02 in the Indenture).
MODIFICATION, SUSPENSION OR TERMINATION OF PROGRAM
The Company or the Demand Notes Committee may amend or modify the Program
at any time as it may deem necessary or appropriate. Written notice of any
material amendment or modification will be provided to investors at least
fifteen days prior to the effective date of such amendment or modification. No
such amendment or modification, however, will reduce the principal amount of any
Demand Note, or accrued and unpaid interest thereon, as of the effective date of
such amendment or modification and no such amendment or modification will have a
retroactive effect that would prejudice the rights of investors.
The Company may terminate the Program in its entirety for any reason. The
Company may, in its discretion, temporarily or permanently suspend the
acceptance of investments in the Demand Notes without such a suspension
<PAGE>
amounting to a termination of the Program. Written notice of suspension or
termination will be provided to investors at least thirty days prior to the
effective date of such suspension or termination. The Company may omit,
restrict, suspend or terminate the Program in any jurisdiction in which the
Company, in its discretion, deems such action advisable in view of local law and
regulations.
CONCERNING THE TRUSTEE
U.S. Bank Trust National Association is the Trustee under the
Indenture. U.S. Bank National Association acts as depository for funds of,
makes loans to, 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.
MODIFICATION OF THE INDENTURE
With certain exceptions, under the Indenture, the rights and obligations
of the Company and the rights of the investors may be modified by the Company
with the consent of investors holding not less than 66-2/3% in aggregate
principal amount of the Demand Notes then outstanding; but no such modifications
may be made which would (i) extend the maturity of any Demand Note or reduce the
principal amount of any Demand Note or the accrued and unpaid interest thereon
or (ii) reduce the stated percentage of the Demand Notes, the consent of the
investors of which is required to modify or alter the Indenture, without the
consent of investors holding all of the Demand Notes then outstanding. (Section
9.02 in the Indenture).
PROCESSING AGENT
The Company has appointed as its agent The Northern Trust Company, 50
South LaSalle Street, Chicago, Illinois 60675 to act as the Processing Agent for
the Demand Notes. Services performed by the Processing Agent include investment
and redemption processing and accounting; preparation of Demand Notes statements
and other correspondence; investor servicing; advice on the principal amount of
Demand Notes, accrual of interest income and payment and reinvestment of
interest accrued; and required tax reporting and filings with proper
authorities. Any determination rendered by the Demand Notes Committee in
connection with the services performed by the Processing Agent is final and
conclusive. For these services, the Company pays the Processing Agent a monthly
agency and administrative fee based on the number of Demand Notes outstanding at
the end of each month as well as its reasonable out-of-pocket costs (such as,
but not limited to, postage, forms, telephone and wire expenses). These costs
and all other costs incurred by the Company in the offering of the Demand Notes
and administration of the Program are paid by the Company. Investors making
investments or redeeming Demand Notes by wire transfer, however, may be charged
applicable fees by the commercial bank handling the transfer. In addition,
investors may incur charges in obtaining required signature guarantees.
NOTICES
All notices, statements and communications provided to investors by the
Company or the Processing Agent pursuant to the provisions of the Program will
<PAGE>
be deemed to have been duly given when mailed by first-class mail, postage
prepaid to the registered address of the registered owner.
An investor must promptly provide the Processing Agent with notice of any
change in address. Such notice must be in writing and must include the
investor's tax identification or Social Security number, the Demand Note number
assigned by The Northern Trust Company and the signatures of all registered
owners (including joint owners) of the Demand Note and must be signed exactly as
they appear on the Demand Notes investment form. The notice must be mailed to
GMAC Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois
60675-5919. The notice will be effective as soon as practicable after receipt
thereof by the Processing Agent.
All notices or communications from investors to the Company and/or the
Processing Agent must include the name and address of the investor, the
investor's tax identification or Social Security number and the Demand Note
number assigned by The Northern Trust Company and must be signed by all
registered owners (including joint owners) of the Demand Note and must be signed
exactly as they appear on the Demand Notes investment form. Such notices or
communications to the Company must be sent to GMAC Demand Notes, General Motors
Acceptance Corporation, P.O. Box 33129, 3031 West Grand Boulevard, Detroit,
Michigan 48232, and such notices or communications to the Processing Agent must
be sent to GMAC Demand Notes, The Northern Trust Company, P.O. Box 75919,
Chicago, Illinois 60675-5919.
TAXES
The Program is not qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended, nor is the Program subject to the Employee Retirement
Income Security Act of 1974, as amended. Investments in Demand Notes are not
open for Individual Retirement Accounts nor otherwise deductible for Federal
income tax purposes. Interest accrued and reinvested in a Demand Note is taxable
to an investor in the year in which such interest is accrued and reinvested. No
part of such interest is excludable from taxable income. The interest income
also may be subject to taxation by some state and local governments.
For Federal estate tax purposes, the principal amount of an investor's
Demand Note at the time of such person's death will be includable in such
investor's gross estate and may be subject to the Federal estate tax. Such
amount also may be subject to estate or inheritance tax in some states.
The December statement to investors from the Processing Agent each year
will state the full amount reported as taxable income. The Processing Agent also
will file tax information returns as required by law. State and local income
taxes and related tax reporting also may be applicable. Each investor is
individually responsible for complying with applicable Federal, state and local
tax laws and should consult with such person's own tax advisors regarding any
specific questions relating to the taxation of such investor's Demand Note.
LEGAL OPINION
<PAGE>
The legality of the Demand Notes offered hereby will be passed upon by
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for General Motors Corporation and the Company in
various matters.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the Registration Statement:
Securities and Exchange Commission registration fee..... $ 909,090
Fees and expenses of Trustee............................ 5,000
Printing Registration Statement, Prospectus
and other documents.................................. 40,000
Underwriter's counsel fees.............................. 15,000
Accountants' fees ...................................... 15,000
Rating Agencies' fees .................................. 100,000
Miscellaneous expenses.................................. 15,910
-------
Total................................................ $1,100,000
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware Corporation Law, the Company is empowered
to indemnify its directors and officers in the circumstances therein provided.
The Company's Certificate of Incorporation, as amended, provides that no
director shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174,
or any successor provision thereto, of the Delaware Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Under Article VI of its By-Laws, the Company shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
fiduciary or member of any other corporation, partnership, joint venture, trust,
organization or other enterprise. The Company shall not be required to indemnify
<PAGE>
a person in connection with a proceeding initiated by such person if the
proceeding was not authorized by the Board of Directors of the Company. The
Company shall pay the expenses of directors and officers incurred in defending
any proceeding in advance of its final disposition ("advancement of expenses");
provided, however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under Article VI of the By-Laws or otherwise. If
a claim for indemnification or advancement of expenses by an officer or director
under Article VI of the By-Laws is not paid in full within ninety days after a
written claim therefor has been received by the Company, the claimant may file
suit to recover the unpaid amount of such claim, and if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Company shall have the burden of proving that the claimant
was not entitled to the requested indemnification or advancement of expenses
under applicable law. The rights conferred on any person by Article VI of the
By-Laws shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Company's Certificate of
Incorporation or By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. The Company's obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer or employee
of another corporation, partnership, joint venture, trust, organization or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
organization or other enterprise.
As a subsidiary of General Motors Corporation, the Company is insured against
liabilities which it may incur by reason of the foregoing provisions of the
Delaware General Corporation Law and directors and officers of the Company are
insured against some liabilities which might arise out of their employment and
not be subject to indemnification under said General Corporation Law.
Pursuant to resolutions adopted by the Board of Directors of General Motors
Corporation, that company to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
the Company, or any of them, who incur or are threatened with personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974 or any amendatory or comparable legislation or regulation thereunder.
ITEM 16. EXHIBITS.
2 Complete text of Demand Notes Program.
4 Form of Indenture, dated as of October 15, 1985, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 2-99057.
4(a) First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-4661.
<PAGE>
4(b) Second Supplemental Indenture, dated as of June 24, 1986, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-6717.
4(c) Third Supplemental Indenture, dated as of February 15, 1987, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-12059.
4(d) Fourth Supplemental Indenture, dated as of December 1, 1988, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-26057.
4(e) Fifth Supplemental Indenture, dated as of October 2, 1989, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-31596.
4(f) Sixth Supplemental Indenture, dated as of January 1, 1998,
between the Company and U.S. Bank Trust National Association,
Successor Trustee.
4(g) Seventh Supplemental Indenture, dated as of June 9, 1998, between
the Company and U.S. Bank Trust National Association, Successor
Trustee.
5 Opinion and Consent of Davis Polk & Wardwell.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of U.S. Bank Trust National Association.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of the Company pursuant
to the provisions discussed in Item 15 above, or otherwise, the Company has been
<PAGE>
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefor,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director or officer of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director or officer in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Motors Acceptance Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Detroit,
and State of Michigan, on the 9th day of June, 1998.
............GENERAL MOTORS ACCEPTANCE CORPORATION
............/s/ J. Michael Losh
............----------------------------------------
............(J. Michael Losh, Chairman of the Board)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 9, 1998 by the following persons
in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ J. Michael Losh Chairman of the Board
- ------------------------- and Director
(J. Michael Losh)
/s/ John D. Finnegan President, Chief Executive Officer
- ------------------------- and Director
(John D. Finnegan)
/s/ William F. Muir Executive Vice President and
- ------------------------- Chief Financial Officer
(William F. Muir)
/s/ Gerald E. Gross Comptroller (Chief Accounting Officer)
- -------------------------
(Gerald E. Gross)
/s/ Richard J. S. Clout Executive Vice President and Director
- -------------------------
(Richard J. S. Clout)
<PAGE>
/s/ Eric A. Feldstein Director
- -------------------------
(Eric A. Feldstein)
/s/ John E. Gibson Executive Vice President and Director
- -------------------------
(John E. Gibson)
/s/ Harry J. Pearce Director
- -------------------------
(Harry J. Pearce)
/s/ W. Allen Reed Director
- -------------------------
(W. Allen Reed)
/s/ John F. Smith, Jr. Director
- -------------------------
(John F. Smith, Jr.)
/s/ Ronald L. Zarrella Director
- -------------------------
(Ronald L. Zarrella)
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NO.
- ------- --------
2 Complete text of Demand Notes Program...................
4 Form of Indenture, dated as of October 15, 1985, between
the Company and Comerica Bank, Trustee incorporated by
reference to Registration Statement No. 2-99057.........
4(a) First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-4661......
4(b) Second Supplemental Indenture, dated as of June 24, 1986, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-6717......
4(c) Third Supplemental Indenture, dated as of February 15, 1987, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-12059.....
4(d) Fourth Supplemental Indenture, dated as of December 1, 1988, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-26057.....
4(e) Fifth Supplemental Indenture, dated as of October 2, 1989, between
the Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-31596.....
4(f) Sixth Supplemental Indenture, dated as of January 1, 1998,
between the Company and U.S. Bank Trust National Association,
Successor Trustee.......................................
4(g) Seventh Supplemental Indenture, dated as of June 9, 1998,
between the Company and U.S. Bank Trust National Association,
Successor Trustee.......................................
5 Opinion and Consent of Davis Polk & Wardwell............
12 Calculation of Ratio of Earnings to Fixed Charges.......
23(a) Consent of Deloitte & Touche LLP. ......................
<PAGE>
23(b) Consent of Counsel included in Exhibit 5................
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of
U.S. Bank Trust National Association....................
EXHIBIT (4F)
SIXTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1998, between General
Motors Acceptance Corporation, a corporation duly organized and existing under
the laws of the State of New York (hereafter called the "Company"), General
Motors Acceptance Corporation, a corporation duly organized and existing under
the laws of the State of Delaware, and First Trust National Association, a
corporation duly organized and existing under the laws of the United States, as
Successor Trustee (hereafter called the "Trustee," which term shall include any
successor trustee appointed pursuant to Article Six of the Indenture hereafter
referred to).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and delivered the
Indenture, dated as of October 15, 1985, as amended by a First Supplemental
Indenture dated as of April 1, 1986, a Second Supplemental Indenture dated as of
June 24, 1986, a Third Supplemental Indenture dated as of February 15, 1987, a
Fourth Supplemental Indenture dated as of December 1, 1988, a Fifth Supplemental
Indenture dated as of October 2, 1989, and as further amended by the Trust
Indenture Reform Act of 1990 (together, the Indenture), between the Company and
the Trustee, providing for the issuance from time to time of one or more series
of securities evidencing unsecured indebtedness of the Company (hereinafter
called the "Securities"). Terms used in this Sixth Supplemental Indenture which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture;
WHEREAS, this Sixth Supplemental Indenture amends the Indenture, pursuant to
Section 9.01 thereof in order to permit the succession of another corporation to
the Company and the assumption by such successor corporation of the covenants,
agreements and obligations of the Company pursuant to Article Ten of the
Indenture;
WHEREAS, the Company has entered into an Agreement and Plan of Merger with GMAC
Financial Services Corporation, a Delaware corporation, dated January 1, 1998,
with GMAC Financial Services Corporation being the surviving entity of such
merger (the "Merger"); and
WHEREAS, upon consummation of such Merger, the name of GMAC Financial Services
Corporation was changed to General Motors Acceptance Corporation, a Delaware
corporation ("New GMAC"); such name change together with the Merger (the
"Transaction");
WHEREAS, New GMAC is not in default in the performance of any covenant or
condition contained in the Indenture immediately after the Merger;
<PAGE>
NOW, THEREFORE, for and in consideration of the premises and the purchase of the
Securities by the holders thereof, the Company and New GMAC covenant and agree,
for the equal and proportionate benefit of the respective holders from time to
time hereafter of the Securities, as follows:
ARTICLE ONE
New GMAC hereby expressly assumes the due and punctual payment of the principal
of (and premium, if any) and interest on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company.
All references in the Indenture to "Company" shall mean New GMAC until a
successor corporation shall have become such pursuant to the applicable
provisions of the Indenture and New GMAC hereby assumes all of the covenants,
agreements and obligations of the Company pursuant to Article Ten of the
Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all of the day and year first above written.
[SEAL] GENERAL MOTORS ACCEPTANCE
CORPORATION, a New York corporation
ATTEST:
__________________________ By:_______________________________
Secretary Title:
[SEAL] GENERAL MOTORS ACCEPTANCE
CORPORATION, a Delaware corporation
ATTEST:
__________________________ By:_______________________________
Secretary Title:
<PAGE>
[SEAL] FIRST TRUST NATIONAL
ASSOCIATION, TRUSTEE
ATTEST:
__________________________ By:_______________________________
Assistant Secretary Title:
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
On the first day of January, 1998, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.
[NOTARIAL SEAL]
---------------------------
Notary Public
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
On the first day of January, 1998, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, a New York corporation, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.
[NOTARIAL SEAL]
---------------------------
Notary Public
<PAGE>
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
On the first day of January, 1998, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of FIRST TRUST NATIONAL ASSOCIATION, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[NOTARIAL SEAL]
---------------------------
Notary Public
EXHIBIT 5
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
June 9, 1998
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
Re: General Motors Acceptance Corporation-
Registration Statement on Form S-3 relating to
VARIABLE DENOMINATION ADJUSTABLE RATE DEMAND NOTES
Dear Sirs:
At the request of General Motors Acceptance Corporation (the "Company"),
we have considered the Variable Denomination Adjustable Rate Demand Notes (the
"Notes") proposed to be issued by the Company and covered by the Company's
Registration Statement on Form S-3 to which this opinion is filed as an Exhibit.
(Pursuant to Rule 429, the Prospectus included in the Registration Statement
also relates to Registration Statement on Form S-3 (No. 33-31596.)) The Notes
are to be issued pursuant to an Indenture dated as of October 15, 1985, as
amended, and a Seventh Supplemental Indenture dated as of June 1, 1998 between
the Company and U.S. Bank Trust National Association, as Successor Trustee (the
"Indenture").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that when the Registration
Statement shall become effective and when the Seventh Supplemental Indenture
shall have been executed and delivered, the Notes when issued in accordance with
the provisions of the Indenture and pursuant to the GMAC Demand Note Program
(included in the Registration Statement) will have been duly issued and will
constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to us under the caption
"Legal Opinion" in the Prospectus contained in the Registration Statement.
Very truly yours,
s/ Davis Polk & Wardwell
-------------------------
Davis Polk & Wardwell
<TABLE>
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Consolidated net income ................................. $ 349.3 $ 372.0
Provision for income taxes .............................. 165.5 258.5
-------- --------
Consolidated income before income taxes ................. 514.8 630.5
-------- --------
Fixed Charges
Interest and discount ................................. 1,384.4 1,265.8
Portion of rentals representative
of the interest factor .............................. 18.2 14.8
-------- --------
Total fixed charges ..................................... 1,402.6 1,280.6
-------- --------
Earnings available for fixed charges .................... $1,917.4 $1,911.1
======== ========
Ratio of earnings to fixed charges ...................... 1.37 1.49
======== ========
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Consolidated net income* .. $1,301.1 $1,240.5 $1,031.0 $ 927.1 $ 981.1
Provision for income taxes 912.9 837.2 752.2 512.7 591.7
-------- -------- -------- -------- --------
Consolidated income before
income taxes ............ 2,214.0 2,077.7 1,783.2 1,439.8 1,572.8
-------- -------- -------- -------- --------
Fixed Charges
Interest and discount ... 5,255.5 4,937.5 4,936.3 4,230.9 4,721.2
Portion of rentals
representative of the
interest factor ....... 69.8 77.8 54.5 51.2 43.6
-------- -------- -------- -------- --------
Total fixed charges ....... 5,325.3 5,015.3 4,990.8 4,282.1 4,764.8
-------- -------- -------- -------- --------
Earnings available for
fixed charges ........... $7,539.3 $7,093.0 $6,774.0 $5,721.9 $6,337.6
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges ........... 1.42 1.41 1.36 1.33 1.33
======== ======== ======== ======== ========
* Before cumulative effect of accounting change of ($7.4) million in 1994.
</TABLE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of General Motors Acceptance Corporation on Form S-3 of our report
dated January 26, 1998, appearing in the Annual Report on Form 10-K of General
Motors Acceptance Corporation for the year ended December 31, 1997 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- ---------------------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 9, 1998
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___
-------------------------------------------------------
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
111 E. Wacker Drive, Suite 3000
Chicago, Illinois 60601 36-4046888
(Address of principal executive offices) (Zip Code) I.R.S. Employer
Identification No.
James D. Khami
535 Griswold, Suite 740
Detroit, Michigan 48226
Telephone (313) 234-4713
(Name, address and telephone number of agent for service)
GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3044 West Grand Boulevard
Detroit, Michigan 48202
(Address of Principal Executive Offices) (Zip Code)
GMAC Variable Denomination Adjustable Rate Demand Notes
(Title of the Indenture Securities)
<PAGE>
FORM T-1
--------
Item 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee.
a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
Item 3-15.
Not applicable because, although Trustee is successor trustee under an
indenture dated as of October 15, 1985, as supplemented, to the best
of Trustee's knowledge, there is not, nor has there been, a default
with respect to securities issued under the indenture.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in
effect, filed herewith.
2. A copy of the certificate of authority of the Trustee to commence
business, incorporated herein by reference to Exhibit 2 to Item
16 of Form T-1, Registration No. 33-64175
3. A copy of the certificate of authority of the Trustee to exercise
corporate trust powers, incorporated herein by reference to
Exhibit 3 to Item 16 of Form T-1, Registration No. 33-64175
4. A copy of the existing bylaws of the Trustee, as now in effect,
filed herewith..
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, incorporated herein by reference to
Exhibit 6 of Form T-1, Registration No. 33-64175.*.
7. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority, filed herewith.
8. Not applicable.
9. Not applicable.
<PAGE>
*Exhibits thus designated are incorporated herein by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 filed by the Trustee
with the Securities and Exchange Commission with the specific references
noted.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Detroit, State of Michigan on the _____ day
of June, 1998.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/James D. Khami
--------------------------------------
James D. Khami
Vice President and Assistant Secretary
EXHIBIT 4(G)
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June,
1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter
called the "Company"), a party of the first part, and U.S. BANK TRUST NATIONAL
ASSOCIATION, a corporation duly organized and existing under the laws of the
United States of America (hereinafter called the "Trustee"), as Trustee, which
term shall include any successor trustee appointed pursuant to Article Six under
the Indenture of the Company dated as of October 15, 1985, and all indentures
supplemental thereto including this Seventh Supplemental Indenture (such
Indenture and supplemental indentures hereinafter called the "Indenture").
WITNESSETH:
WHEREAS, the Indenture provides for the issuance from time to time of the
Company's Variable Denomination Adjustable Rate Demand Notes (hereinafter called
the "Demand Notes") in an aggregate principal amount of Five Billion Dollars
($5,000,000,000). Terms used in this Seventh Supplemental Indenture which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture; and
WHEREAS, this Seventh Supplemental Indenture amends the Indenture,
pursuant to Section 9.01(c) thereof, in order to provide: (a) for the issuance,
from time to time, under the Indenture of Demand Notes in an additional
aggregate principal amount of Three Billion Dollars ($3,000,000,000), (b) a new
definition of "business day," and (c) that the Company be able to redeem Demand
Notes as to which it believes that the redemption provisions of the Program are
being used by an investor in a manner or with an effect that is not in the best
interests of the Company;
NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Demand Notes by the holders thereof, the Company covenants and agrees for
the equal and proportionate benefit of the respective holders from time to time
hereafter of the Demand Notes, as follows:
ARTICLE ONE
The Company and the Trustee agree that all references in the Indenture
limiting the aggregate principal amount of Demand Notes issuable thereunder to
the amount of Five Billion Dollars ($5,000,000,000) are hereby amended to read
Eight Billion Dollars ($8,000,000,000).
<PAGE>
ARTICLE TWO
Article One of the Indenture is amended by deleting therefrom the
definition of "business day" and substituting the following new definition of
"business day" which shall read in its entirety as follows:
"BUSINESS DAY"
The term "business day" shall mean only a day on which both the Processing
Agent and the Federal Reserve Board of Chicago are fully open for business.
ARTICLE THREE
Article 13 of the Indenture is amended by adding new Section 13.08 to read
in its entirety as follows:
Notwithstanding Section 13.02, the Company reserves the right to redeem
immediately any Demand Note as to which it believes in its sole judgment and
discretion that the redemption provisions of the Program have been used by an
investor in a manner or with an effect that is not in the best interests of the
Company, i.e., the writing of checks by an investor where the amounts of the
checks are greater than the principal amount of such investor's Demand Note. The
Company shall notify an investor of its intention to redeem such Demand Note on
the third business day following the date of such notice and shall redeem the
Demand Note in full on such redemption date. A check shall be sent to the
investor in an amount equal to the principal amount of such redeemed Demand
Note, including accrued and unpaid interest to the date of redemption. In the
event that a Demand Note with a principal amount below $0 is redeemed, the
investor shall be liable to the Company for the amount required to restore the
principal amount to $0 as of the date the Demand Note was redeemed.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all of the day and year first above
written.
[Seal] GENERAL MOTORS ACCEPTANCE
CORPORATION
Attest:
- ------------------------------ ------------------------------
Secretary By:
Title:
<PAGE>
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
Attest:
- ------------------------------ ------------------------------
Secretary By:
Title:
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
On the day of June, 1998, before me personally came Paul D. Bull, to me
known, who, being by me duly sworn, did depose and say that he resides at
Beverly Hills, Michigan, that he is a Vice President of GENERAL MOTORS
ACCEPTANCE CORPORATION, one of the parties described in and which executed the
above instrument; that he knows the corporate seal of said Company; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the board of directors of said Company; and that he
signed his name thereto by like authority.
[Notarial Seal] ______________________________
Notary Public
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
I, , a notary public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that James D. Khami, personally known to me to be the Vice President of
U.S. BANK TRUST NATIONAL ASSOCIATION, and personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me
this day in person and acknowledged that as such Vice President, he signed and
delivered the said instrument, pursuant to authority given by the Board of
Directors of said association as his free and voluntary act, and as the free and
voluntary act and deed of said association for the uses and purposes set forth.
[Notarial Seal] ______________________________
Notary Public
EXHIBIT 2
COMPLETE TEXT OF GMAC DEMAND NOTES PROGRAM
The GMAC Demand Notes Program (the "Program") has been established by General
Motors Acceptance Corporation (the "Company") to provide investors with a
convenient means of investing funds directly with the Company. Information
concerning the Program may be obtained by calling toll free 1-800-255-4622.
ARTICLE ONE
ADMINISTRATION
SECTION 1.01. GMAC DEMAND NOTES COMMITTEE. (a) The Executive Committee
of the Board of Directors of the Company shall appoint a GMAC Demand Notes
Committee (the "Demand Notes Committee") to administer the Program. The Demand
Notes Committee shall consist of at least three members. Members of the Demand
Notes Committee shall not receive any compensation for their service on the
Demand Notes Committee, but they may be officers, directors or employees of the
Company or any of its subsidiaries. The Demand Notes Committee members shall
serve at the pleasure of the Company's Executive Committee of the Board of
Directors until their resignation or removal by such Committee. The Demand Notes
Committee shall act by a majority of its members, with or without a meeting. In
the event the Demand Notes Committee is unable to resolve a matter before it by
reason of an equally-divided vote, the matter shall be referred to the Company's
Executive Committee of the Board of Directors for resolution.
(b) Subject to Section 5.01 of Article Five, the Demand Notes Committee
shall have the full power and authority to amend the provisions of the Program
at any time as it may deem necessary or appropriate, to interpret the provisions
of the Program, to adopt rules and regulations in connection therewith, to make
determinations thereunder provided for it to make and to set and adjust the rate
of interest to be paid on the Demand Notes.
(c) Any interpretation of the provisions of the Program by the Demand
Notes Committee shall be final and conclusive.
SECTION 1.02. PROCESSING AGENT. (a) The Company shall appoint a bank or
corporation to act as its agent under the Program (the "Processing Agent") for
the GMAC Variable Denomination Adjustable Rate Demand Notes (the "Demand
Notes"). The Company may, at any time, remove the Processing Agent and appoint a
successor Processing Agent. Services performed by the Processing Agent shall
include investment and redemption processing and accounting; preparation of
Demand Note statements and other correspondence; investor servicing; advice on
the principal amount of Demand Notes, accrual of interest income and payment and
reinvestment of interest accrued; required tax reporting and filings with proper
authorities; and other services required pursuant to the provisions of the
Program. All costs incurred in connection with the appointment of the Processing
<PAGE>
Agent and with the Processing Agent's provision of services shall be paid by the
Company, except as provided in Section 1.04.
(b) Any determination rendered by the Demand Notes Committee in
connection with the services performed by the Processing Agent shall be final
and conclusive.
SECTION 1.03. RECORDS CONCLUSIVE. The records of the Company, the
Demand Notes Committee and the Processing Agent shall be conclusive with respect
to all matters involved in the administration of the Program.
SECTION 1.04. COMPANY TO BEAR COSTS OF ADMINISTRATION. The Company
shall bear all costs associated with the administration of the Program. There
shall be no charges, expenses, costs, fees or penalties to investors or
deductions from Demand Notes for making investments in, or redeeming, Demand
Notes; provided that (i) the Company shall not be responsible for any charges an
investor may have to pay to such investor's bank in connection with making
investments by wire transfer pursuant to Section 3.05 of Article Three or in
connection with redemptions by wire transfer pursuant to Section 4.03 of Article
Four, (ii) the Company shall not be responsible for any costs an investor may
incur in connection with obtaining signature guarantees required pursuant to
Section 2.04(b) of Article Two and Section 4.03(e) of Article Four and (iii) the
Company shall pass through to investors any service charges the Processing Agent
may assess pursuant to Section 4.02(d) of Article Four; the Company shall have
no other responsibility as to such service charges.
ARTICLE TWO
DEMAND NOTES
SECTION 2.01. ISSUANCE OF THE DEMAND NOTES. (a) The Company shall issue
Demand Notes which shall constitute unsecured, senior debt obligations of the
Company. The Demand Notes shall have no stated maturity and shall be redeemable
in whole, or in part, at the option of investors pursuant to the terms of
Article Four hereof.
(b) The Company shall appoint one or more corporations to act as
trustee (the "Trustee") for Demand Notes issued pursuant to the Program and
shall enter into an Indenture (the "Indenture") with the Trustee which meets the
requirements of the Trust Indenture Act of 1939. Subject to the terms and
conditions of the Indenture, the Company and the Trustee may amend or supplement
the Indenture from time to time. The terms and conditions of the Demand Notes
shall be governed by the provisions of the Indenture and of the Program.
SECTION 2.02. INTEREST RATE ON THE DEMAND NOTES. (a) The Demand Notes
shall bear interest at a floating rate determined by the Demand Notes Committee.
The interest rate on the Demand Notes shall be subject to change on Friday of
each week, such change to be effective the following Monday. Such rate shall
reflect both the level of interest rates generally and the changes in interest
rates which occur from time to time but at all times such rate will be greater
than the most recent seven-day average yield (simple) on taxable money market
<PAGE>
funds in the United States as published in IBC/Donoghue's MONEY FUND REPORT
AVERAGES/TM ALL TAXABLE.
(b) Interest on Demand Notes shall accrue in accordance with the
provisions of Article Three.
(c) Interest on Demand Notes shall be compounded daily, at the rate in
effect each day, based on a 365-day year.
(d) On the last day of each month, interest accrued during the month on
the principal amount of a Demand Note shall be paid by the Company and
reinvested in such Demand Note, thereby increasing the principal amount of such
Demand Note.
SECTION 2.03. INFORMATION CONCERNING CURRENT INTEREST RATE ON DEMAND
NOTES. Information concerning the rate of interest currently payable on the
Demand Notes shall be available to an investor at any time by such investor's
calling toll free 1-800-426-8323.
SECTION 2.04. ELIGIBILITY, RESTRICTIONS ON TRANSFER. (a) The Demand
Notes may be transferred only in whole and only to persons eligible to
participate in the Program. Eligible persons include employees of the Company,
General Motors Corporation and their respective participating subsidiaries and
affiliates, the immediate family members of such employees, retirees who are
receiving retirement benefits from General Motors Corporation or its
participating subsidiaries and affiliates, the immediate family members of such
retirees, franchised General Motors dealers, their employees and affiliates of
such dealers, stockholders of General Motors Corporation and certain customers
of the Company and its subsidiaries as determined by the Demand Notes Committee
(each an "eligible investor"). Immediate family members are defined as the
spouse, children and parents of an employee or retiree. The Demand Notes shall
be offered only to persons whose registered addresses are in the United States.
The Demand Notes Committee shall have the power to determine eligibility for
participation in the Program.
(b) In order to transfer a Demand Note, an investor must provide
written instructions to The Northern Trust Company as the Processing Agent. Such
instructions must include the investor's tax identification or Social Security
number, the Demand Note number assigned by The Northern Trust Company and the
signatures of all registered owners (including joint owners) of the Demand Note
and must be signed exactly as they appear on the Demand Notes investment form.
The signature of each registered owner also must be guaranteed by an authorized
signatory of a commercial bank, trust company (not a savings bank) or member
firm of a national or regional stock exchange in the United States. The
instructions also must include the name, tax identification or Social Security
number and address of the eligible transferee. The instructions must be mailed
to GMAC Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago,
Illinois 60675-5919.
(c) Upon receipt of instructions in the form required by subsection (b)
of this Section 2.04, the Processing Agent shall mail to the transferee a Demand
<PAGE>
Notes investment form, which must be completed by the transferee and returned to
the Processing Agent. Upon receipt of the completed investment form, the
Processing Agent shall effect the transfer and register the Demand Note in the
name of the transferee.
(d) If the proposed transferee fails to complete the Demand Notes
investment form and return it to the Processing Agent within fourteen days or if
the transferee is not an eligible transferee, the Processing Agent shall not
effect the transfer. In the event the transfer is not effected, the Processing
Agent shall provide the transferor investor with written notice advising the
investor that the transfer was not effected and stating the reason therefor.
SECTION 2.05. BUSINESS DAY. For purposes of the Program, "Business Day"
shall mean only a day on which both The Northern Trust Company and the Federal
Reserve Bank of Chicago are fully open for business.
ARTICLE THREE
INVESTMENTS IN DEMAND NOTES
SECTION 3.01. INVESTMENT FORM-INITIAL INVESTMENT. An investor may
invest in a Demand Note by completing a Demand Notes investment form requiring
such information as the Demand Notes Committee may deem appropriate and by
making an initial investment in accordance with the provisions of this Article
Three.
SECTION 3.02. DEMAND NOTES REGISTER - CONFIRMATIONS STATEMENTS. (a) All
funds invested in Demand Notes, together with interest accrued thereon, and
redemptions, if any, shall be recorded on a register (the "Demand Notes
Register") established and maintained by the Processing Agent. An investor will
be able to obtain the current balance of such investor's Demand Note at any time
by calling toll free 1-800-548-7923. No certificate or other instrument
evidencing the Company's indebtedness to an investor shall be issued to
investors. The Demand Notes Register also shall include, but not be limited to,
the name(s) and address(es) of the registered owner(s) of the Demand Note and
such investor's tax identification or Social Security number(s).
(b) The Processing Agent shall provide an investor with periodic
statements concerning such investor's Demand Note. Periodic statements shall
include, but not be limited to, a summary of any investments and redemptions,
accrued and reinvested interest, and the principal amount of the Demand Note at
the beginning and at the end of the period.
SECTION 3.03. HOLDING OF DEMAND NOTES. Subject to applicable statutes
and regulations, the interpretation of which shall be solely within the
authority of the Processing Agent, a Demand Note may be held individually,
jointly or in a trust or custodial capacity. In the event of the death of an
investor, redemption proceeds shall be paid to the survivor in the case of a
Demand Note jointly held, to the successor custodian in the case of a Demand
Note held in a custodial capacity, to the trust in the case of a Demand Note
held in a trust capacity or to the investor's estate.
<PAGE>
SECTION 3.04. INVESTMENTS BY CHECK. (a) To make an initial investment
by check, an investor must complete a Demand Notes investment form. The
investment form, together with a check (minimum of $250) made payable to "The
Northern Trust Company, Agent" must be mailed to GMAC Demand Notes, The Northern
Trust Company, P.O. Box 75920, Chicago, Illinois 60675-5920. Investments by
check made subsequent to the initial investment (minimum of $50) also must be
made payable to "The Northern Trust Company, Agent," must include the investor's
tax identification or Social Security number and the Demand Note number assigned
by The Northern Trust Company, and must be mailed to the address specified in
the preceding sentence. An investor should enclose an investment slip which is
provided as a detachable stub on the bottom of all monthly statements and
investment confirmations mailed by the Processing Agent. Neither the Processing
Agent nor the Company shall be responsible for delays in the receipt of checks
mailed to The Northern Trust Company.
(b) Initial and subsequent investments by check shall be invested in
the investor's Demand Note on the next succeeding business day after the check
is received by the Processing Agent and interest will begin to accrue on such
day. Investments made by check shall be available for redemption on the sixth
business day from the day subsequent to receipt of such check by the Processing
Agent.
(c) Checks must be drawn in United States dollars on a bank in the
United States.
(d) The Company may in its discretion waive the initial $250 minimum
investment requirement as to any investor.
SECTION 3.05. INVESTMENTS BY WIRE TRANSFER. (a) To make an initial
investment in a Demand Note by transferring funds via bank wire (minimum of
$250), an investor must call The Northern Trust Company at 1-800-548-7923 to
obtain a Demand Note number; an investor must then instruct such investor's bank
to wire the funds to The Northern Trust Company (ABA No. 071000152). The bank
wire must include the designation "GMAC Demand Notes," the name and address of
the investor and the investor's tax identification or Social Security number,
and the Demand Note number supplied by The Northern Trust Company. After the
wire transfer has been made, an investor must complete and mail a Demand Notes
investment form to The Northern Trust Company as set forth in Section 3.04(a).
On subsequent investments by wire transfer (minimum of $50), an investor must
instruct such investor's bank to wire the funds in accordance with the first two
sentences of this Section 3.05(a).
(b) Investments by wire transfer of funds to the Processing Agent shall
be invested in an investor's Demand Note on the business day the funds are
received by the Processing Agent in proper form and shall begin accruing
interest on such day provided the funds are received by the Processing Agent by
2:00 p.m. Eastern Time. Funds received after 2:00 p.m. Eastern Time shall be
invested and shall begin to accrue interest on the next succeeding business day.
<PAGE>
(c) Neither the Company nor the Processing Agent shall be responsible
for delays in the transfer and wiring of funds.
SECTION 3.06. INVESTMENTS BY AUTOMATIC CHARGE TO CHECKING ACCOUNTS. (a)
An investor may elect to authorize the Processing Agent to make monthly charges
of $50 or more to such investor's personal checking account for purposes of
investing in a Demand Note. Upon receipt of proper written authorization, the
Processing Agent shall prepare an electronic transfer each month drawn against
an investor's checking account for the prescribed amount. The proceeds from the
check shall be invested in an investor's Demand Note and accrue interest in
accordance with the provisions of Sections 3.04(b) and 3.04(c).
(b) To invest in the manner described in subsection (a) of this Section
3.06, an investor must obtain the necessary authorization form directly from the
Processing Agent.
(c) An investor may change the amount of the monthly investment
(subject to the $50 monthly minimum) or terminate such investment entirely by
providing notice in writing to the Processing Agent. Such notice shall be
effective as soon as practicable after receipt thereof by the Processing Agent.
SECTION 3.07. INVESTMENTS BY DIRECT INVESTMENT. (a) An investor may
elect to invest in Demand Notes by authorizing the Processing Agent to receive
such investor's net paycheck (gross pay less deductions) from an investor's
place of employment, or to receive such investor's Social Security, annuity or
pension checks or other regularly recurring checks. Investments by direct
investment may be made by electronic transfer or by check. Direct investments by
electronic transfer of funds to the Processing Agent shall be invested in an
investor's Demand Note and accrue interest in accordance with the provisions of
Sections 3.05(b) and 3.05(c). Direct investments by checks mailed to the
Processing Agent shall be invested in an investor's Demand Note and accrue
interest in accordance with the provisions of Sections 3.04(b) and 3.04(c).
(b) To invest in the manner described in subsection (a) of this Section
3.07, the forms necessary to authorize direct investment of Social Security
checks may be obtained from most Social Security offices. Investors who wish to
have such investor's net paycheck invested directly into such investor's Demand
Note should contact the employer's payroll location. A General Motors retiree
who wishes to have his net pension check invested directly into such investor's
Demand Note should contact the General Motors Pension Administration Center.
Retirees of other eligible General Motors Corporation subsidiaries or affiliates
should contact their former employer in order to obtain the proper forms
permitting direct investment.
(c) An investor may terminate the Processing Agent's authority to
receive such investor's net paychecks, Social Security, annuity or pension
checks or other regularly recurring checks by providing notice in writing to the
issuer of such checks and to the Processing Agent. If, upon termination of the
Processing Agent's authority to receive an investor's net paychecks, Social
<PAGE>
Security, annuity or pension checks or other regularly recurring checks, an
investment is made incorrectly to an investor's Demand Note, such investor must
promptly notify the Company of such error and return any and all amounts
incorrectly invested.
SECTION 3.08. INVESTMENTS BY PAYROLL DEDUCTION. (a) This option is
available to an employee of companies participating in GMAC Demand Note payroll
deductions through any General Motors Corporation compensation system. An
employee choosing this option shall not be required to make an initial
investment of $250 or more, but shall be required to invest on the terms
described in this Section 3.08.
(b) Investments by payroll deduction must be specified as a fixed
dollar amount. The minimum investment by payroll deduction must be at least $50
per month; provided that the minimum investment for an employee paid weekly
shall be $11.50 per week, or such other amount as the Demand Notes Committee
from time to time may authorize.
(c) Each payroll deduction investment by an employee paid other than on
a weekly basis shall be invested in such employee's Demand Note as of the payday
on which it was withheld and begins accruing interest as of such date. Payroll
deduction investments by an employee paid on a weekly basis shall be invested in
the employee's Demand Note as of the last business day of the week in which the
paycheck is issued and begins accruing interest as of such business day.
(d) Unless otherwise permitted by the Demand Notes Committee, an
employee may make investments by payroll deduction in only one Demand Note.
(e) Investments by payroll deduction shall commence as soon as
practicable after receipt by the Company of the applicable authorization form
upon which an employee shall have elected such payroll deduction.
(f) Subject to the provisions of subsection (b) of this Section 3.08
and this subsection (f), the payroll deduction amount authorized by an employee
may be increased or decreased by such employee delivering to the Company a
notice in writing of such increase or decrease. Such increase or decrease shall
be effective as soon as practicable after receipt by the Company of notice
thereof. Payroll deductions authorized by an employee may be terminated at any
time, in which event such payroll deduction authorization shall terminate as
soon as practicable after receipt by the Company of written instructions from
such employee to terminate investments by payroll deduction.
(g) The Company shall not make any payroll deduction pursuant to a
payroll deduction authorization in, or for, any period in which an employee is
not receiving a salary or wages.
SECTION 3.09. INVESTMENTS BY PENSION DEDUCTION. (a) This option shall
be available only to a retiree or a surviving spouse of such retiree
<PAGE>
(collectively referred to as the "retiree") who is receiving retirement benefits
from General Motors Corporation or its participating subsidiaries and
affiliates. A retiree choosing this option will not be required to make an
initial investment of $250 or more.
(b) Investments by pension deduction must be specified as a fixed
dollar amount. The minimum investment by pension deduction must be at least $50
per month. Each pension deduction investment by a retiree shall be invested in
such retiree's Demand Note as of the first business day of each month the
retiree is eligible to receive retirement benefits and shall begin to accrue
interest as of such date. Unless otherwise permitted by the Demand Notes
Committee, a retiree may make investments by pension deduction in only one
Demand Note.
(c) Investments by pension deduction shall commence as soon as
practicable after receipt by the Company and the Processing Agent of the
applicable authorization form upon which a retiree shall have elected a pension
deduction.
(d) The pension deduction amount authorized by a retiree may be
increased or decreased by such retiree's delivering to the Company a notice in
writing of such increase or decrease. Such increase or decrease shall be
effective as soon as practicable after receipt by the Company of such notice.
Pension deductions authorized by a retiree may be terminated at any time, in
which event such pension deduction authorization shall terminate as soon as
practicable following receipt by the Company of written instructions from such
retiree to terminate investments by pension deduction.
(e) The Company shall refund any pension deduction(s) made subsequent
to the retiree's death to the Trustee for the General Motors Pension Plan or
other General Motors subsidiary or affiliate pension plan and redeem an amount
equal to such refund from the retiree's Demand Note. If the amount of the
redemption exceeds the principal amount in the retiree's Demand Note, the
retiree's estate shall be liable to the Company for the difference between the
amount of the redemption and the amount of the pension deduction(s) to be
refunded.
SECTION 3.10. MODIFICATION, SUSPENSION OR TERMINATION OF METHODS OF
INVESTMENT. The Company reserves the right at any time to modify, suspend or
terminate any of the methods of investment contained in this Article Three.
ARTICLE FOUR
REDEMPTIONS OF DEMAND NOTES
SECTION 4.01. REDEMPTION AT OPTION OF INVESTOR. Subject to the
provisions of this Article Four, an investor may redeem all or any part of a
Demand Note.
SECTION 4.02. REDEMPTION BY CHECK. (a) An investor who selects the
option to obtain checks (the "Check Option") on the Demand Notes investment form
may redeem such investor's Demand Note in part by writing a check, payable to
<PAGE>
the order of anyone, in an amount of $250 or more. Only the signature of one
registered owner of the Demand Note will be required on the check unless
otherwise specified by the investors on the Demand Notes investment form.
(b) The amount to be redeemed by a check shall continue to accrue
interest until the date on which such check is presented to the Processing Agent
for payment.
(c) When a check is presented to the Processing Agent for payment, the
Processing Agent shall cause the Company to redeem a part of the investor's
Demand Note sufficient to cover the amount of such check.
(d) If the amount of a check is greater than the principal amount of an
investor's Demand Note, or if the signatures required by subsection (a) of this
Section 4.02 do not appear on the check, or the amount of the check is less than
$250, the Processing Agent shall not cause the redemption to be effected and
shall return the check to the depositary bank. The Processing Agent shall assess
a service charge, which shall result in a reduction in the amount of the
Investor's Demand Note, of $10 for each check returned to a depositary bank. The
Processing Agent also shall assess a service charge, which shall result in a
reduction in the amount of the Investor's Demand Note, of $10 in the event an
investor requests stopping payment of a check.
(e) The Processing Agent shall provide an investor who selects the
Check Option with a supply of checks free of charge. An investor may also
request the Check Option subsequent to submitting the initial investment form by
providing the Processing Agent with a written request to add Check Option to the
investor's Demand Note, with such request bearing the signatures of all
registered owners (including joint owners) of the Demand Note exactly as they
appear on the Demand Notes investment form. The request should be mailed to GMAC
Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois
60675-5919.
(f) An investor's selection of the Check Option shall not create a
checking, bank account or depositor relationship between the investor and the
Company or the Processing Agent.
(g) The Company reserves the right at any time to modify, suspend or
terminate the option to redeem a Demand Note by writing a check or to change any
of the charges contained in this Section 4.02.
SECTION 4.03. TELEPHONE REDEMPTION. (a) An investor who selects the
Telephone Redemption Option on the Demand Notes investment form may redeem such
investor's Demand Note in part during regular business hours of the Processing
Agent by having redemption proceeds of $250 or more wired to a predesignated
bank account or Demand Note. By selecting this option, an investor shall
authorize the Processing Agent to act on telephone redemption instructions from
<PAGE>
any person or persons representing themselves to be the registered owners of the
Demand Note. The Processing Agent's record of such instructions shall be
binding.
(b) To select the Telephone Redemption Option the investor must
designate on the Demand Notes investment form either a bank account at a
commercial bank in the United States or a Demand Note to receive the redemption
proceeds. If the redemption proceeds are to be wired to a bank account, the
investor also must provide the Processing Agent with a voided specimen check or
deposit slip from such bank. If the redemption proceeds are to be wired to a
Demand Note, the investor must provide the number of such Demand Note.
(c) Once established, an investor may utilize the Telephone Redemption
Option by calling the Processing Agent during the Processing Agent's regular
business hours toll free at 1-800-548-7923.
(d) Upon receipt of telephone wire redemption instructions given
pursuant to subsection (c) of this Section 4.03, the Processing Agent shall
cause the Company to redeem a part of the investor's Demand Note sufficient to
cover the amount specified in the wire redemption instructions. If the
redemption instructions are received by 2:00 p.m. Eastern Time on any business
day, the Processing Agent shall wire the redemption proceeds to the
predesignated bank account or Demand Note on the business day on which the
instructions are received and interest on the redemption proceeds shall accrue
to, but not include, such day. If the redemption instructions are received after
2:00 p.m. Eastern Time on any business day, the Processing Agent shall wire the
redemption proceeds to the predesignated bank account or Demand Note on the
business day following receipt of the redemption instructions and interest on
the redemption proceeds shall accrue to, but not include, such day.
(e) An investor may change the predesignated bank and account number
thereat or Demand Note for purposes of the Telephone Redemption Option only upon
written request to the Processing Agent with the signature of each registered
owner (including joint owners) of the Demand Note guaranteed by an authorized
signatory of a commercial bank, trust company (not a savings bank) or member
firm of a national or regional stock exchange in the United States.
(f) An investor who selects the Telephone Redemption Option also may
redeem such investor's Demand Note in part during any business day by providing
the Processing Agent with telephone instructions to mail a bank check (minimum
of $250) in a specified amount to the registered owner of the Demand Note at
such investor's registered address. Such instructions may be given pursuant to
subsection (c) of this Section 4.03. Upon receipt of such instructions, the
Processing Agent shall cause the Company to redeem a part of the investor's
Demand Note sufficient to cover the amount specified in the instructions. The
Processing Agent shall mail a bank check for the redemption proceeds on the
business day following receipt of the instructions and interest on the
redemption proceeds shall accrue to, but not include, such business day.
<PAGE>
(g) Neither the Processing Agent nor the Company shall be responsible
for delays in the wiring of funds through the banking system or for the
authenticity of telephone redemption instructions.
(h) An investor may request the Telephone Redemption Option subsequent
to submitting the investment form by providing the Processing Agent with a
written request to add the Telephone Redemption Option to the investor's Demand
Note, with such request bearing the signatures of all registered owners
(including joint owners) of the Demand Note exactly as they appear on the Demand
Notes investment form. The request should be mailed to GMAC Demand Notes, The
Northern Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
(i) The Company reserves the right at any time to modify, suspend or
terminate the option to redeem Demand Notes by telephone redemption.
SECTION 4.04. WRITTEN REDEMPTION. (a) An investor may redeem a Demand
Note in part by providing written instructions to the Processing Agent to issue
a bank check in a specified amount. Such instructions must include the
investor's tax identification or Social Security number, the Demand Note number
assigned by The Northern Trust Company and the signatures of all registered
owners (including joint owners) of the Demand Note and must be signed exactly as
they appear on the Demand Notes investment form. The instructions must be mailed
to GMAC Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago,
Illinois 60675-5919.
(b) Upon receipt of instructions in the form required by subsection (a)
of this Section 4.04, the Processing Agent shall cause the Company to redeem a
part of the investor's Demand Note sufficient to cover the amount specified in
the instructions. The Processing Agent shall mail a bank check for the
redemption proceeds on the business day following receipt of the instructions to
the registered owner of the Demand Note at the investor's registered address.
Interest on the redemption proceeds shall accrue to, but not include, such day
of mailing.
SECTION 4.05. AUTOMATIC MONTHLY OR QUARTERLY REDEMPTION. (a) An
investor may redeem a specified part of a Demand Note (minimum of $100) on
either a monthly or quarterly basis by selecting this option on the Demand Notes
investment form. Redemption on a monthly basis may consist of a specified part
of a Demand Note (minimum of $100) or the monthly interest accrued on such
investor's Demand Note. This automatic monthly or quarterly redemption option
shall be available only to investors who hold Demand Notes with a principal
amount of $5,000 or more.
(b) For purposes of the Automatic Monthly or Quarterly Redemption
Option, the Processing Agent shall select a specific date for redemption in each
month or quarter, as the case may be. On the predetermined date, the Processing
Agent shall cause the Company to redeem a part of the investor's Demand Note
equal to the redemption amount specified by the investor. Interest on the
<PAGE>
redemption proceeds shall accrue to, but not include, such predetermined day. On
the following day, the Processing Agent shall mail a bank check for the
redemption proceeds to the address of the registered owner of the Demand Note.
(c) An investor who selects the Automatic Monthly or Quarterly
Redemption Option and/or the Telephone Redemption Option described in Section
4.03 may not have bank checks for redemption proceeds mailed to any address
other than the registered address of the registered owner of the Demand Note.
(d) If on the date selected for any monthly or quarterly redemption
pursuant to subsection (b) of this Section 4.05 an investor's Demand Note shall
not have a principal amount of $5,000 or more, the Processing Agent shall not
cause the Company to effect a redemption pursuant to subsection (b) of this
Section 4.05 nor shall the Processing Agent cause any such redemption to be
effected, if after such redemption, the principal amount of an investor's Demand
Note would not be in excess of $5,000. If the Processing Agent does not cause a
redemption to be effected for the reasons described in this subsection (d), the
Processing Agent shall notify the investor in writing that the redemption has
not been effected and shall provide the reason therefor.
(e) An investor may terminate the Automatic Monthly or Quarterly
Redemption Option by providing notice in writing to the Processing Agent. Such
notice shall be effective as soon as practicable after receipt thereof by the
Processing Agent.
(f) An investor may request the Automatic Monthly or Quarterly
Redemption Option subsequent to submitting the investment form by providing the
Processing Agent with a written request to add the desired automatic redemption
option to the Demand Note, with such request bearing the signatures of all
registered owners (including joint owners) of the Demand Note exactly as they
appear on the Demand Notes investment form. The request should be mailed to GMAC
Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois
60675-5919.
(g) The Company reserves the right at any time to modify, suspend or
terminate the option to redeem Demand Notes by automatic monthly or quarterly
redemption.
SECTION 4.06. FULL REDEMPTION OF A DEMAND NOTE. (a) An investor may
redeem a Demand Note in full by providing written instructions to the Processing
Agent. Such instructions must state the investor's intention to redeem in full
such investor's Demand Note and must be given to the Processing Agent in the
manner and at the address specified in subsection (a) of Section 4.04.
(b) Upon receipt of instructions in the form required by subsection (a)
of this Section 4.06, the Processing Agent shall cause the Company to redeem in
full the investor's Demand Note, including accrued and unpaid interest to the
date of redemption.
<PAGE>
(c) The Processing Agent shall mail a bank check for such redemption
proceeds on the business day following receipt of the instructions to the
registered owner of the Demand Note at the investor's registered address.
SECTION 4.07. LIMITATION ON REDEMPTION OF INVESTMENTS BY CHECK. If an
investor instructs the Processing Agent to redeem part of a Demand Note which is
represented by, or includes, an investment made by check pursuant to Sections
3.04(a), 3.06(a) or 3.07(a) of Article Three, the Processing Agent shall not act
on the instructions if such instructions are received within a period of five
business days from the day of receipt of such investment check by the Processing
Agent.
SECTION 4.08. REDEMPTION INSTRUCTIONS INEFFECTIVE. Redemption
instructions given by an investor to the Processing Agent pursuant to Sections
4.03 or 4.04 shall be ineffective if the instructions specify an amount to be
redeemed, or the method of redemption requires an amount to be redeemed, which
exceeds the principal amount of the investor's Demand Note. In the event the
Processing Agent receives such ineffective instructions from an investor, the
Processing Agent shall notify the investor in writing that the redemption
instructions are ineffective and shall provide the reason therefor, provided
that the Processing Agent shall not be required to provide written notification
to investors who give ineffective redemption instructions to the Processing
Agent by telephone pursuant to Section 4.03.
SECTION 4.09. NO REDEMPTIONS IN CASH. No redemption proceeds shall be
paid in cash.
SECTION 4.10. OPTIONAL REDEMPTION BY THE COMPANY. (a) The Company may
redeem, at any time in its discretion, any particular Demand Note in which the
principal amount remains below $250 and in which no investment (other than
accrued and reinvested interest) is made for a period of three consecutive
months immediately following the month in which the principal amount falls below
$250. The Company shall notify an investor of its intention to redeem such
Demand Note. Following such notification, an investor shall have fifteen
business days from the date of the notice to restore a Demand Note to the
required minimum principal amount of $250. If an investor does not restore a
Demand Note to such required principal amount, the Company shall redeem the
Demand Note in full.
(b) In addition, the Company may redeem, at any time in its discretion,
any particular Demand Note principal amount which remains below $0 for a period
of thirty days immediately following the day on which the principal amount of
the Demand Note falls below $0. The Company shall notify an investor of its
intention to redeem such a Demand Note; following such notification an investor
shall have fifteen business days from the date of such notice to restore a
Demand Note to the required minimum principal amount of $250. If an investor
does not restore a Demand Note to such required principal amount, the Company
shall fix the date of redemption as the sixteenth business day following the
date of the notice. The Company shall redeem the Demand Note in full on such
<PAGE>
redemption date. A check shall be sent to the investor in an amount equal to the
principal amount of the Demand Note, including accrued and unpaid interest to
the date of redemption. In the event that a Demand Note with a principal amount
below $0 is redeemed, the investor shall be liable to the Company for the amount
required to restore the principal amount to $0 as of the date the Demand Note is
redeemed.
(c) The Company shall have the right to redeem any Demand Note as to
which it believes in its sole judgment and discretion that the redemption
provisions of the Program have been abused or are being used by an investor in a
manner or with an effect that is not in the best interests of the Company (i.e.,
the writing of checks by an investor where the amounts of the checks are greater
than the principal amount of such investor's Demand Note). The Company shall
notify an investor of its intention to redeem such Demand Note on the third day
following the date of the notice. The Company shall redeem the Demand Note in
full on such redemption date. A check shall be sent to the investor in an amount
equal to the principal amount of the Demand Note, including accrued and unpaid
interest to the date of redemption. In the event that a Demand Note with a
principal amount below $0 is redeemed, the investor shall be liable to the
Company for the amount required to restore the principal amount to $0 as of the
date the Demand Note is redeemed.
ARTICLE FIVE
MODIFICATION, SUSPENSION OR TERMINATION
SECTION 5.01. MODIFICATION. (a) The Company or the Demand Notes
Committee may amend or modify the Program at any time as it may deem necessary
or appropriate.
(b) The Company or the Demand Notes Committee shall provide to
investors written notice of any material amendment or modification of the
Program at least fifteen days prior to the effective date of such amendment or
modification.
(c) No amendment or modification of the Program shall reduce the
principal amount of any Demand Note, or accrued and unpaid interest thereon, as
of the effective date of such amendment or modification and no such amendment or
modification shall have a retroactive effect that would prejudice the rights of
investors.
SECTION 5.02. SUSPENSION OR TERMINATION. (a) The Company may
terminate the Program in its entirety for any reason. The Company may, in its
discretion, temporarily or permanently suspend the acceptance of investments in
the Demand Notes without such a suspension amounting to a suspension or
termination of the Program.
(b) The Company shall provide written notice to investors of any
suspension or termination of the Program at least thirty days prior to the
effective date of such suspension or termination.
<PAGE>
(c) The Company may omit, restrict, suspend or terminate the Program in
any jurisdiction in which the Company, in its discretion, deems such action
advisable in view of local law and regulations.
ARTICLE SIX
MISCELLANEOUS
SECTION 6.01. DEMAND NOTES NOT INSURED. Funds invested in the Demand
Notes are not subject to the protection of the Federal Deposit Insurance
Corporation or any other insurance.
SECTION 6.02. INVESTMENTS VOLUNTARY. Eligible investors to whom Demand
Notes shall be offered for investment shall not be required to invest in the
Demand Notes and any decision to invest shall be solely that of such investor.
The Company shall not require an investor to redeem such investor's Demand Note
by reason of such investor's having ceased to be an eligible investor.
SECTION 6.03. COMPANY HAS NO RIGHT OF SET-OFF. The Company shall have
no right of set-off against a Demand Note for indebtedness not related to such
Demand Note.
SECTION 6.04. COMPANY AND PROCESSING AGENT HAVE NO OBLIGATION TO
CONTEST LEGAL PROCEEDING AGAINST A DEMAND NOTE. Neither the Company nor the
Processing Agent shall have any obligation to contest any legal proceeding
brought against a Demand Note by any third party nor shall the Company or the
Processing Agent be liable for any payment of redemption proceeds from a Demand
Note to anyone other than the registered owner as a result of a legal proceeding
or governmental action.
SECTION 6.05. DEDUCTION OF AMOUNTS INVESTED IN ERROR IN A DEMAND NOTE.
The Company shall have the right to deduct from the principal amount of a Demand
Note amounts invested in error in such Demand Note.
SECTION 6.06. NOTICES, STATEMENTS AND OTHER COMMUNICATIONS. Unless
otherwise specified, all notices, statements and communications provided to
investors by the Company or the Processing Agent pursuant to the provisions of
the Program shall be deemed to have been duly given when mailed by first-class
mail, postage prepaid to the registered address of the registered owner.
SECTION 6.07. NOTICE OF CHANGE OF ADDRESS. An investor must promptly
provide the Processing Agent with notice of any change in address. Such notice
must be in writing and must include the investor's tax identification or Social
Security number, the Demand Note number assigned by The Northern Trust Company
and the signatures of all registered owners (including joint owners) of the
Demand Note and must be signed exactly as they appear on the Demand Notes
investment form. The notice must be mailed to GMAC Demand Notes, The Northern
Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919. The notice shall be
effective as soon as practicable after receipt thereof by the Processing Agent.
<PAGE>
SECTION 6.08. NOTICES, COMMUNICATIONS TO COMPANY. Unless otherwise
specified, all notices or communications from investors to the Company must
include the name and address of the investor, the investor's tax identification
or Social Security number and the Demand Note number assigned by The Northern
Trust Company and must be signed by all registered owners (including joint
owners) of the Demand Note and must be signed exactly as they appear on the
Demand Notes investment form. Such notices or communications must be sent to
GMAC Demand Notes, General Motors Acceptance Corporation, P.O. Box 33129, 3031
West Grand Boulevard, Detroit, Michigan 48232.
SECTION 6.09. NOTICES, COMMUNICATIONS TO PROCESSING AGENT. Unless
otherwise specified, all notices or communications from an investor to the
Processing Agent must include the name and address of the investor, the
investor's tax identification or Social Security number and the Demand Note
number assigned by The Northern Trust Company and must be signed by all
registered owners (including joint owners) of the Demand Note and must be signed
exactly as they appear on the Demand Notes investment form. Such notices or
communications must be sent to GMAC Demand Notes, The Northern Trust Company,
P.O. Box 75919, Chicago, Illinois 60675-5919.
SECTION 6.10. INVESTOR ACCEPTANCE OF PROGRAM PROVISIONS. By investing
in a Demand Note, the investor shall be deemed to accept and agree to all
provisions of the Program.
SECTION 6.11. INTERPRETATION. The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of such
terms.
SECTION 6.12. GOVERNING LAW. The terms and conditions of the Program
and its operation shall be governed by the laws of the State of New York.
