AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 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
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. / /
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. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Proposed Proposed
Each Class Amount to be Maximum Maximum
of Securities Registered Offering Aggregate Amount of
to be (1)(2) Price Offering Registration
Registered Per Unit Price (3) Fee
- ------------------------------------------------------------------------------
Debt Securities .......$8,770,000,000 Various $8,770,000,000 $2,657,575
- ------------------------------------------------------------------------------
Warrants .............. (2)
==============================================================================
Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $10,000,000,000, at the time of
initial offering, (2) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$10,000,000,000, or (3) are issued with their principal amount payable at
maturity to be determined with reference to a currency exchange rate or other
index, such principal amount as shall result in an aggregate initial offering
price of $10,000,000,000.
(1) The amount of Debt Securities and Warrants (the "Securities") being
registered, together with $1,230,000,000 remaining Debt Securities registered on
August 8, 1997 (Registration No. 333-33183), represents the maximum aggregate
principal amount of Securities which, on March 26, 1998, are expected to be
offered for sale.
(2) Warrants may be offered and sold entitling the holder to purchase any
of the Debt Securities as permitted by Rule 457(g); no registration fee is
attributable to the Warrants registered hereby.
(3) 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 debt securities of the
registrant remaining unissued under Registration Statement No. 333-33183.
---------------------------
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.
- ------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS DATED MARCH 26, 1998
PROSPECTUS
GENERAL MOTORS ACCEPTANCE CORPORATION
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
General Motors Acceptance Corporation (the "Company"), directly, through
agents designated from time to time, or through dealers or underwriters also to
be designated, may offer from time to time its debt securities (the "Debt
Securities") and its warrants (the "Warrants") to purchase any of the Debt
Securities, for issuance and sale, at an aggregate initial offering price not to
exceed $10,000,000,000, on terms to be determined at the time of sale. The Debt
Securities and the Warrants are herein collectively called the "Securities." The
terms of the Debt Securities including, where applicable, the specific
designation, aggregate principal amount, maturity, rate and time of payment of
interest, purchase price, any terms for redemption and the agent, dealer or
underwriter, if any, in connection with the sale of the Debt Securities in
respect of which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement"). Where Warrants are
to be offered, a Prospectus Supplement shall set forth the offering price or
terms, a description of the Debt Securities for which each Warrant is
exercisable, the aggregate number, exercise price or prices, exercise period or
periods, the expiration date or dates of the Warrants, the currency or
currencies in which such Warrants are exercisable, the price or prices, if any,
at which the Warrants may be redeemed at the option of the holder or will be
redeemed upon expiration, and the Warrant Agent acting under the Warrant
Agreement pursuant to which the Warrants are to be issued. The Company reserves
the sole right to accept and, together with its agents from time to time, to
reject in whole or in part any proposed purchase of Securities to be made
directly or through agents.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------
If an agent of the Company or a dealer or underwriter is involved in the
sale of the Securities in respect of which this Prospectus is being delivered,
the agent's commission or dealer's or underwriter's discount is set forth in, or
may be calculated from, the Prospectus Supplement and the net proceeds to the
Company from such sale will be the purchase price of such Securities less such
commission in the case of an agent, the purchase price of such Securities in the
case of a dealer or the public offering price less such discount in the case of
an underwriter, and less, in each case, the other attributable issuance
expenses. The aggregate proceeds to the Company from all the Securities will be
the purchase price of Securities sold less the aggregate of agents' commissions
and underwriter discounts and other expenses, if any, of issuance and
distribution. See "Plan of Distribution" for possible indemnification
arrangements for the agents, dealers and underwriters.
MARCH __, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH OFFERINGS, AND
MAY BID FOR, AND PURCHASE, SECURITIES IN THE OPEN MARKET. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING PROSPECTUS
SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY REFERENCE
HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
AGENT, DEALER OR UNDERWRITER.
------------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information filed by the
Company with the Commission can be inspected, and copies may be obtained at
prescribed rates, at the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following Regional
Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, 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, Inc., 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
Securities. As permitted by the rules and regulations of the Commission, this
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
The Company's Annual Report on Form 10-K for the year ended December 31,
1997 filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act are incorporated by reference in this Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the 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, TO
EACH 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
<PAGE>
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 discount and the portion of
rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be added to the
general funds of the Company and will be available for the purchase of
receivables, the making of loans or the repayment of debt. Such proceeds
initially may be used to reduce short-term borrowings or invested in short-term
securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an Indenture dated
as of July 1, 1982, as amended by a First Supplemental Indenture dated as of
April 1, 1986, a Second Supplemental Indenture dated as of June 15, 1987, a
Third Supplemental Indenture dated as of September 30, 1996, a Fourth
Supplemental Indenture dated as of January 1, 1998 and as further amended by the
Trust Indenture Reform Act of 1990 (together, the "Indenture"), between the
Company and The Bank of New York, Successor Trustee (the "Trustee"), copies of
which are filed as exhibits to the Registration Statement. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture, including the definition therein of certain terms.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, except as authorized from time to time by the
Company's Board of Directors. (Section 2.01 of the Indenture.)
GENERAL
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities being offered thereby: (1) the designation of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3) the
percentage of their principal amount at which such Debt Securities will be
issued; (4) the date or dates on which such Debt Securities will mature; (5) the
rate or rates per annum, if any, at which such Debt Securities will bear
interest; (6) the times at which such interest, if any, will be payable; (7) the
date, if any, after which such Debt Securities may be redeemed and the
redemption price; (8) the currency or currencies in which such Debt Securities
are issuable or payable; (9) the exchanges, if any, on which such Debt
Securities may be listed and (10) whether such Debt Securities shall be issued
in book-entry form. Principal and interest, if any, will be payable, and, unless
the Debt Securities are issued in book-entry form, the Debt Securities offered
hereby will be transferable, at the office of the Trustee, 101 Barclay Street,
New York, New York 10286, provided that payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled
thereto. (Sections 2.04 and 4.02 of the Indenture.)
<PAGE>
The Debt Securities will be unsecured and unsubordinated and will rank PARI
PASSU with all other unsecured and unsubordinated obligations of the Company
(other than obligations preferred by mandatory provisions of law).
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold as a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the accompanying Prospectus Supplement relating thereto.
As used herein, Debt Securities shall include Debt Securities denominated in
United States dollars or, at the option of the Company if so specified in the
applicable Prospectus Supplement, in any other freely transferable currency or
in European Currency Units.
If a Prospectus Supplement specifies that Debt Securities are denominated in
a currency other than United States dollars, such Prospectus Supplement shall
also specify the denomination in which such Debt Securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
such Debt Securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a Prospectus Supplement specifies that the Debt Securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. The Company will comply with all issuer tender
offer rules and regulations under the Exchange Act, including Rule 14e-1, if
such redemption option is elected, including making any required filings with
the Commission and the furnishing of certain information to the holders of the
Debt Securities.
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise indicated in the Prospectus Supplement, the Debt Securities
will be issued in the form of one or more fully registered global securities
(collectively, the "Global Debt Security") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary")
and registered in the name of the Depositary's nominee. Except as set forth
below, the Global Debt Security may be transferred, in whole and not in part,
only to another nominee of the Depositary or to a successor of the Depositary or
its nominee.
The Depositary has advised as follows: It is a limited-purpose trust company
which was created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions between Participants in such securities through electronic
book-entry changes in accounts of its Participants. Participants include
securities brokers and dealers (including the underwriters named in the
Prospectus Supplement), banks and trust companies, clearing corporations and
certain other organizations. Access to the Depositary's system is also available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("indirect participants"). Persons who are not Participants may
beneficially own securities held by the Depositary only through Participants or
indirect participants.
The Depositary advises that pursuant to procedures established by it (i)
upon issuance of the Debt Securities by the Company, the Depositary will credit
the account of Participants designated by the underwriters with the principal
amounts of the Debt Securities purchased by the underwriters, and (ii) ownership
of beneficial interests in the Global Debt Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary (with respect to Participants' interests), the Participants and
the indirect participants (with respect to the owners of beneficial interests in
the Global Debt Security). The laws of some states require that certain persons
take physical delivery in definitive form of securities which they own.
Consequently, the ability to transfer beneficial interests in the Global Debt
Security is limited to such extent.
<PAGE>
As long as the Depositary's nominee is the registered owner of the Global
Debt Security, such nominee for all purposes will be considered the sole owner
or holder of the Debt Securities under the Indenture. Except as provided below,
owners of beneficial interests in the Global Debt Security will not be entitled
to have any of the Debt Securities registered in their names, will not receive
or be entitled to receive physical delivery of the Debt Securities in definitive
form, and will not be considered the owners or holders thereof under the
Indenture.
Neither the Company, the Trustee, any Paying Agent nor the Depositary will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the Global Debt
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the Debt Securities registered in the
name of the Depositary's nominee will be made by the Trustee to the Depositary's
nominee as the registered owner of the Global Debt Security. Under the terms of
the Indenture, the Company and the Trustee will treat the persons in whose names
the Debt Securities are registered as the owners of such Debt Securities for the
purpose of receiving payment of principal and interest on the Debt Securities
and for all other purposes whatsoever. Therefore, neither the Company, the
Trustee nor any Paying Agent has any direct responsibility or liability for the
payment of principal or interest on the Debt Securities to owners of beneficial
interests in the Global Debt Security. The Depositary has advised the Company
and the Trustee that its present practice is, upon receipt of any payment of
principal or interest, to immediately credit the accounts of the Participants
with such payment in amounts proportionate to their respective holdings in
principal amount of beneficial interests in the Global Debt Security as shown on
the records of the Depositary. Payments by Participants and indirect
participants to owners of beneficial interests in the Global Debt Security will
be the responsibility of such Participants and indirect participants and will be
governed by their standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name."
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Debt Securities in definitive form in exchange for
the Global Debt Security. In addition, the Company may at any time determine not
to have the Debt Securities represented by the Global Debt Security and, in such
event, will issue Debt Securities in definitive form in exchange for the Global
Debt Security. In either instance, an owner of a beneficial interest in a Global
Debt Security will be entitled to have Debt Securities equal in principal amount
to such beneficial interest registered in its name and will be entitled to
physical delivery of such Debt Securities in definitive form. Debt Securities so
issued in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.
No service charge will be made for any transfer or exchange of such Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Section 2.06
of the Indenture.)
<PAGE>
CERTAIN COVENANTS AS TO LIENS
The only financial covenant applicable to the Debt Securities is that
described below. That covenant requires that the Debt Securities be equally and
ratably secured in the circumstances described therein but has no special
application merely by virtue of the occurrence of any transaction or series of
transactions resulting in material changes in the Company's debt-to-equity
ratio.
The Debt Securities are not secured by mortgage, pledge or other lien. The
Company will covenant in the Debt Securities that so long as any of the Debt
Securities remain outstanding, it will not pledge or otherwise subject to any
lien any of its property or assets unless the Debt Securities are secured by
such pledge or lien equally and ratably with any and all other obligations and
indebtedness secured thereby so long as any such other obligations and
indebtedness shall be so secured. Such covenant does not apply to:
(a) the pledge of any assets to secure any financing by the Company of the
exporting of goods to or between, or the marketing thereof in, foreign countries
(other than Canada), in connection with which the Company reserves the right, in
accordance with customary and established banking practice, to deposit, or
otherwise subject to a lien, cash, securities or receivables, for the purpose of
securing banking accommodations or as the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;
(b) the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other than Canada);
(c) any deposit of assets of the Company with any surety company or clerk of
any court, or in escrow, as collateral in connection with, or in lieu of, any
bond on appeal by the Company from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or against
the Company;
(d) any lien or charge on any property, tangible or intangible, real or
personal, existing at the time of acquisition of such property (including
acquisition through merger or consolidation) or given to secure the payment of
all or any part of the purchase price thereof or to secure any indebtedness
incurred prior to, at the time of, or within 60 days after, the acquisition
thereof for the purpose of financing all or any part of the purchase price
thereof; and
(e) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or pledge
referred to in the foregoing clauses (a) to (d) inclusive of this paragraph;
provided, however, that the amount of any and all obligations and indebtedness
secured thereby shall not exceed the amount thereof so secured immediately prior
to the time of such extension, renewal or replacement and that such extension,
renewal or replacement shall be limited to all or a part of the property which
secured the charge or lien so extended, renewed or replaced (plus improvements
on such property). (Section 4.03 of the Indenture.)
Similar covenants are applicable to the Company's other term indebtedness,
but not all contain the exceptions set forth in clauses (d) and (e) above.
<PAGE>
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee to
modify or amend the Indenture or any supplemental indenture or the rights of the
holders of the Debt Securities issued thereunder, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the Debt
Securities of all series at the time outstanding under such Indenture which are
affected by such modification or amendment (voting as one class), provided that
no such modification shall (a) extend the fixed maturity of any Debt Securities,
or reduce the principal amount thereof, or premium, if any, or reduce the rate
or extend the time of payment of interest thereon, without the consent of the
holder of each Debt Security so affected, or (b) reduce the aforesaid percentage
of Debt Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Debt Securities then
outstanding under the Indenture. (Section 10.02 of the Indenture.)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being (a) default in payment of any principal or
premium, if any, on such series; (b) default for 30 days in payment of any
interest on such series; (c) default for 30 days after notice in performance of
any other covenant in the Indenture; or (d) certain events of bankruptcy,
insolvency or reorganization. (Section 6.01 of the Indenture.)
No Event of Default with respect to a particular series of Debt Securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder. In case an
Event of Default under clause (a) or (b) shall occur and be continuing with
respect to any series, the Trustee or the holders of not less than 25% in
aggregate principal amount of Debt Securities of each such series then
outstanding may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of such series to be due
and payable. In case an Event of Default under clause (c) or (d) shall occur and
be continuing, the Trustee or the holders of not less than 25% in aggregate
principal amount of all the Debt Securities then outstanding (voting as one
class) may declare the principal (or, in the case of discounted Debt Securities,
the amount specified in the terms thereof) of all outstanding Debt Securities to
be due and payable. Any Event of Default with respect to a particular series of
Debt Securities may be waived by the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of such series (or of all
the outstanding Debt Securities, as the case may be), except in a case of
failure to pay principal or premium, if any, or interest on such Debt Security
for which payment had not been subsequently made. (Section 6.01 of the
Indenture.) The Company is required to file with the Trustee annually an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 4.05 of the Indenture.) The Indenture provides that the
Trustee may withhold notice to the securityholders of any default (except in
payment of principal, premium, if any, or interest) if it considers it in the
interest of the securityholders to do so. (Section 6.07 of the Indenture.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the Securityholders,
unless such Securityholders shall have offered to the Trustee reasonable
indemnity or security. (Sections 7.01 and 7.02 of the Indenture.)
Subject to such provisions for the indemnification of the Trustee and to
certain other limitations, the holders of a majority in principal amount of the
Debt Securities of each series affected (with each series voting as a separate
class) at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee.
(Section 6.06 of the Indenture.)
<PAGE>
CONCERNING THE TRUSTEE
The Bank of New York is the Successor Trustee under the Indenture. It is
also Successor Trustee under various other indentures covering outstanding Notes
and Debentures of the Company. The Bank of New York and its affiliates act as
depository for funds of, make loans to, act as trustee and perform certain other
services for, the Company and certain of its affiliates in the normal course of
its business. As trustee of various trusts, it has purchased securities of the
Company and certain of its affiliates.
DESCRIPTION OF WARRANTS
GENERAL
The following statements with respect to the Warrants are summaries of the
detailed provisions of one or more separate Warrant Agreements (each a "Warrant
Agreement") between the Company and a banking institution organized under the
laws of the United States or one of the states thereof (each a "Warrant Agent"),
a form of which is filed as an exhibit to the Registration Statement. Wherever
particular provisions of the Warrant Agreement or terms defined therein are
referred to, such provisions or definitions are incorporated by reference as a
part of the statements made, and the statements are qualified in their entirety
by such reference.
The Warrants will be evidenced by Warrant Certificates (the "Warrant
Certificates") and, except as otherwise specified in the Prospectus Supplement
accompanying this Prospectus, may be traded separately from any Debt Securities
with which they may be issued. Warrant Certificates may be exchanged for new
Warrant Certificates of different denominations at the office of the Warrant
Agent. The holder of a Warrant does not have any of the rights of a holder of a
Debt Security in respect of, and is not entitled to any payments on, any Debt
Securities issuable (but not yet issued) upon exercise of the Warrants.
The Warrants may be issued in one or more series, and reference is made to
the Prospectus Supplement accompanying this Prospectus relating to the
particular series of Warrants, if any, offered thereby for the terms of, and
other information with respect to, such Warrants, including: (1) the title and
the aggregate number of Warrants; (2) the Debt Securities for which each Warrant
is exercisable; (3) the date or dates on which such Warrants will expire; (4)
the price or prices at which such Warrants are exercisable; (5) the currency or
currencies in which such Warrants are exercisable; (6) the periods during which
and places at which such Warrants are exercisable; (7) the terms of any
mandatory or optional call provisions; (8) the price or prices, if any, at which
the Warrants may be redeemed at the option of the holder or will be redeemed
upon expiration; (9) the identity of the Warrant Agent; (10) the exchanges, if
any, on which such Warrants may be listed and (11) whether such Warrants shall
be issued in book-entry form.
EXERCISE OF WARRANTS
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
Warrant, and by communicating to the Warrant Agent the identity of the
Warrantholder and the number of Warrants to be exercised. Upon receipt of
payment and the Warrant Certificate properly completed and duly executed, at the
office of the Warrant Agent, the Warrant Agent will, as soon as practicable,
arrange for the issuance of the applicable Debt Securities, the form of which
shall be set forth in the Prospectus Supplement. If less than all of the
Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amounts of Warrants.
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters, and
(iv) through dealers.
Offers to purchase Securities may be solicited directly by the Company or by
agents designated by the Company from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act, as
amended, involved in the offer or sale of the Securities in respect of which
this Prospectus is delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment (ordinarily five business days
or less). Agents may be entitled under agreements which may be entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
If an underwriter or underwriters are utilized in the sale, the Company will
enter into an underwriting agreement with such underwriters at the time of sale
to them and the names of the underwriters and the terms of the transaction will
be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act of 1933.
Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the Securities: Bear Stearns &
Co. Inc., Lehman Brothers, Lehman Brothers Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan & Co., J.P. Morgan
Securities Inc., Morgan Stanley Dean Witter, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney, Salomon Brothers Inc and UBS Securities LLC.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public at
varying prices to be determined by such dealer at the time of resale. Dealers
may be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.
<PAGE>
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
In connection with the offering of the Securities, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Securities during and after the offering. Specifically, the Underwriters may
over-allot or otherwise create a short position in the Securities for their own
account by selling more Securities than have been sold to them by the Company.
The Underwriters may elect to cover any such short position by purchasing
Securities in the open market. In addition, the Underwriters may stabilize or
maintain the price of the Securities by bidding for or purchasing Securities in
the open market and may impose penalty bids, under which selling concessions
allowed to syndicate members or other broker-dealers participating in the
offering are reclaimed if Securities previously distributed in the offering are
repurchased in connection with stabilization transactions or otherwise. The
effect of these transactions may be to stabilize or maintain the market price of
the Securities at a level above that which might otherwise prevail in the open
market. The imposition of a penalty bid may also affect the price of the
Securities to the extent that it discourages resales thereof. No representation
is made as to the magnitude or effect of any stabilization or other
transactions. Such transactions, if commenced, may be discontinued at any time.
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.
-----------------------------
LOGO
<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..... $2,657,575
Fees and expenses of Trustee............................ 5,000
Printing Registration Statement, Prospectus
and other documents.................................. 40,000
Accountants' fees ...................................... 15,000
Rating Agencies' fees .................................. 150,000
Miscellaneous expenses.................................. 132,425
----------
Total................................................ $3,000,000
==========
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
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.
<PAGE>
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.
*1(a) --Form of Underwriting Agreement (including form of Delayed
Delivery Contract).
*1(b) --Form of Purchase Agreement.
*1(c) --Form of Selling Agent Agreement.
*4(a) --Form of Indenture, dated as of July 1, 1982, between the Company and
Morgan Guaranty Trust Company of New York, Trustee.
*4(b) --Form of Note.
*4(c) --Form of Debenture.
*4(d) --Form of Discount Security.
*4(e) --Form of Zero Coupon Security.
*4(f) --Form of Extendible Note.
4(g) --First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Morgan Guaranty Trust Company of New York, Trustee incorporated by
reference to Registration Statement No. 33-4653.
4(h) --Second Supplemental Indenture, dated as of June 15, 1987, between
the Company and Morgan Guaranty Trust Company of New York, Trustee incorporated
by reference to Registration Statement No. 33-15236.
4(i) --Third Supplemental Indenture, dated as of September 30, 1996,
between the Company and The Bank of New York, Successor Trustee incorporated by
reference to Registration Statement No. 333-33183.
4(j) --Fourth Supplemental Indenture, dated as of January 1, 1998, between
the Company and The Bank of New York, Successor Trustee.
**4(k) --Form of Warrant Agreement.
4(l) --Form of Warrant Certificate included in Exhibit 4(k).
**4(m) --Form of Global Note.
5 --Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company.
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 The Bank of New York.
99 --Underwriter representations of compliance with Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.
- --------
* Incorporated by reference to Exhibits 1(a) through 4(f), respectively, to
Registration Statement No. 2-75115.
**Incorporated by reference to Exhibits 4(k) and 4(m), respectively, to
Registration Statement No. 33-29261.
<PAGE>
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;
(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;
(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.
<PAGE>
(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
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 26th day of March, 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 March 26, 1998 by the following
persons in the capacities indicated.
SIGNATURE TITLE
s/ J. Michael Losh
- ------------------------------------------------
(J. Michael Losh) Chairman of
the Board
and Director
s/ John D. Finnegan
- ------------------------------------------------
(John D. Finnegan) President and Director
s/ William F. Muir
- ------------------------------------------------
(William F. Muir) Executive Vice President
and Director
(Chief Financial Officer)
s/ Gerald E. Gross
- ------------------------------------------------
(Gerald E. Gross) Comptroller
(Chief Accounting Officer)
s/ John G. Blahnik
- ------------------------------------------------
(John G. Blahnik) Director
s/ Richard J. S. Clout
- ------------------------------------------------
(Richard J. S. Clout) Executive Vice
President and Director
s/ Eric A. Feldstein
- ------------------------------------------------
(Eric A. Feldstein) Director
s/ John E. Gibson
- ------------------------------------------------
(John E. Gibson) Executive Vice
President and Director
s/ Harry J. Pearce
- ------------------------------------------------
(Harry J. Pearce) Director
s/ W. Allen Reed
- ------------------------------------------------
(W. Allen Reed) Director
s/ John F. Smith, Jr.
- ------------------------------------------------
(John F. Smith, Jr.) Director
s/ Ronald L. Zarrella
- ------------------------------------------------
(Ronald L. Zarrella) Director
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NO.
- ------- --------
*1(a) --Form of Underwriting Agreement (including form
of Delayed Delivery Contract)
*1(b) --Form of Purchase Agreement
*1(c) --Form of Selling Agent Agreement
*4(a) --Form of Indenture, dated as of July 1, 1982, between the Company and
Morgan Guaranty Trust Company of New York, Trustee
*4(b) --Form of Note
*4(c) --Form of Debenture
*4(d) --Form of Discount Security
*4(e) --Form of Zero Coupon Security
*4(f) --Form of Extendible Note
4(g) --First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Morgan Guaranty Trust Company of New York, Trustee incorporated by
reference to Registration Statement No. 33-4653
4(h) --Second Supplemental Indenture, dated as of June 15, 1987, between
the Company and Morgan Guaranty Trust Company of New York, Trustee incorporated
by reference to Registration Statement No. 33-15236
4(i) --Third Supplemental Indenture, dated as of September 30, 1996,
between the Company and The Bank of New York, Successor Trustee incorporated by
reference to Registration Statement No. 333-33183
4(j) --Fourth Supplemental Indenture, dated as of January 1, 1998,
between the Company and The Bank of New York, Successor Trustee
**4(k) --Form of Warrant Agreement
4(l) --Form of Warrant Certificate included in Exhibit 4(k) **4(m) --Form
of Global Note
5 --Opinion and Consent of Martin I. Darvick, Esq.,
Assistant General Counsel of the Company
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 The Bank of New York 99 --Underwriter
representations of compliance with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended
- --------
* Incorporated by reference to Exhibits 1(a) through 4(f), respectively, to
Registration Statement No. 2-75115.
**Incorporated by reference to Exhibits 4(k) and 4(m), respectively, to
Registration Statement No. 33-29261.
EXHIBIT 4(j)
FOURTH 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 The Bank of New York, a corporation duly
organized and existing under the laws of the State of New York, as Successor
Trustee (hereafter called the "Trustee," which term shall include any successor
trustee appointed pursuant to Article Seven 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 July 1, 1982, as amended by a First Supplemental
Indenture dated as of April 1, 1986, a Second Supplemental Indenture dated as of
June 15, 1987, a Third Supplemental Indenture dated as of September 30, 1996,
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 Fourth Supplemental Indenture which are defined in the Indenture shall have
the meanings assigned to them in the Indenture;
WHEREAS, this Fourth Supplemental Indenture amends the Indenture, pursuant to
Section 10.01 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 Eleven
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;
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 Eleven of the
Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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
<PAGE>
ATTEST:
__________________________ By:_______________________________
Secretary Title:
[SEAL] GENERAL MOTORS ACCEPTANCE
CORPORATION, a Delaware corporation
ATTEST:
__________________________ By:_______________________________
Secretary Title:
[SEAL] THE BANK OF NEW YORK, 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 NEW YORK )
) ss.
COUNTY OF NEW YORK )
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 THE BANK OF NEW YORK, 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
GENERAL MOTORS ACCEPTANCE CORPORATION
3031 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
March 26, 1998
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
Dear Sirs:
As Assistant General Counsel of General Motors Acceptance Corporation (the
"Company") in connection with the registration of your Debt Securities and
Warrants (the "Securities") from which the company will receive up to an
aggregate of $10,000,000,000, for issuance from time to time pursuant to Rule
415 of the Securities Act of 1933, as amended, I advise that in my opinion you
have full power and authority under the laws of Delaware, the State of your
incorporation, and under your Certificate of Incorporation, as amended, to
borrow the money and to contract the indebtedness to be evidenced by the said
Securities.
It is my further opinion that the Indenture, dated as of July 1, 1982,
with The Bank of New York, Successor Trustee, as amended by a First Supplemental
Indenture dated as of April 1, 1986, a Second Supplemental Indenture dated as of
June 15, 1987, a Third Supplemental Indenture dated as of September 30, 1996, a
Fourth Supplemental Indenture dated as of January 1, 1998 and as further amended
by the Trust Indenture Reform Act of 1990 (together, the "Indenture"), has been
duly authorized, executed and delivered and that the Debt Securities, as
provided in the Indenture, and the Warrants, as provided in the Warrant
Agreement, when duly authorized, executed and authenticated, issued and paid
for, will be valid and legally binding obligations of the Company in accordance
with and subject to the terms thereof and of the Indenture and the Warrant
Agreement, as the case may be.
I hereby consent to the use of the foregoing opinion as Exhibit 5 of your
Registration Statement filed with the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
above mentioned Securities and to the use of my name in such Registration
Statement and in the related Prospectus Supplement(s) under the heading "Legal
Opinions".
Very truly yours,
s/ Martin I. Darvick
-------------------------
Martin I. Darvick
Assistant General Counsel
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Years Ended December 31,
------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
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.
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
March 26, 1998
Exhibit 25
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)
--------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
NEW YORK 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank identification no.)
48 WALL STREET, NEW YORK, N.Y. 10286
(Address of principal (Zip code)
executive offices)
--------------
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 (Zip code)
executive offices)
--------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
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.
SUPERINTENDENT OF BANKS OF THE STATE OF NEW YORK
2 RECTOR STREET, NEW YORK, N.Y. 10006, AND ALBANY, N.Y. 12203
FEDERAL RESERVE BANK OF NEW YORK
33 LIBERTY PLAZA, NEW YORK, N.Y. 10045
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
NEW YORK CLEARING HOUSE ASSOCIATION
NEW YORK, NEW YORK 10005
(b) Whether it is authorized to exercise corporate trust powers.
YES.
2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE.
16. LIST OF EXHIBITS.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
(1) A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the authority
to commence business and a grant of powers to exercise corporate trust powers.
(Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No.
33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No.
33-29637.)
(4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
(6) The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
(7) A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 25th day of March, 1998.
THE BANK OF NEW YORK
By: /s/ Lucille Firrincieli
------------------------
Name: Lucille Firrincieli
Title: Vice President
<PAGE>
EXHIBIT 7 TO FORM T-1
CONSOLIDATED REPORT OF CONDITION OF
The Bank of New York of 48 Wall Street, New York, N.Y. 10286 and Foreign
and Domestic Subsidiaries, a member of the Federal Reserve System, at the close
of business September 30, 1997, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions of the Federal
Reserve Act.
Dollar Amounts
in Thousands
--------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ... $ 5,004,638
Interest-bearing balances ............................ 1,271,514
Securities:
Held-to-maturity securities .......................... 1,105,782
Available-for-sale securities ........................ 3,164,271
Federal funds sold and Securities purchased under
agreements to resell ................................. 5,723,829
Loans and lease financing receivables:
Loans and leases, net of unearned income . 34,916,196
LESS: Allowance for loan and lease losses 581,177
LESS: Allocated transfer risk reserve .... 429
Loans and leases, net of unearned income,
allowance, and reserve ............................... 34,334,590
Assets held in trading accounts ........................ 2,035,284
Premises and fixed assets (including capitalized leases) 671,664
Other real estate owned ................................ 13,306
Investments in unconsolidated subsidiaries
and associated companies ............................. 210,685
Customers' liability to this bank on acceptances
outstanding .......................................... 1,463,446
Intangible assets ...................................... 753,190
Other assets ........................................... 1,784,796
-----------
TOTAL ASSETS ........................................... $57,536,995
===========
LIABILITIES
Deposits:
In domestic offices .................................. $27,270,824
Noninterest-bearing ...................... 12,160,977
Interest-bearing ......................... 15,109,847
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ............................. 14,687,806
Noninterest-bearing ...................... 657,479
Interest-bearing ......................... 14,030,327
Federal funds purchased and Securities sold
under agreements to repurchase ....................... 1,946,099
Demand notes issued to the U.S. Treasury ............... 283,793
Trading liabilities .................................... 1,553,539
Other borrowed money:
With remaining maturity of one year or less .......... 2,245,014
With remaining maturity of more than one year
through three years ................................. 0
With remaining maturity of more than three years ..... 45,664
Bank's liability on acceptances executed and outstanding 1,473,588
Subordinated notes and debentures ...................... 1,018,940
Other liabilities ...................................... 2,193,031
-----------
TOTAL LIABILITIES ...................................... 52,718,298
===========
EQUITY CAPITAL
Common stock ........................................... 1,135,284
Surplus ................................................ 731,319
Undivided profits and capital reserves ................. 2,943,008
Net unrealized gains (losses) on available-for
- -sale securities ....................................... 25,428
Cumulative foreign currency translation adjustments .... (16,342)
-----------
Total equity capital ................................... 4,818,697
-----------
TOTAL LIABILITIES AND EQUITY CAPITAL ................... $57,536,995
===========
<PAGE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
EXHIBIT 99
Merrill Lynch
Pierce, Fenner & Smith Inc.
World Financial Center
North Tower
New York, New York 10281-1323
212 449 1000
MERRILL LYNCH
March 19, 1998
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Ladies and Gentlemen:
We confirm that Merrill Lynch, Pierce, Fenner & Smith Incorporated, an
Underwriter for General Motors Acceptance Corporation Debt Securities has acted
in compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934, as amended, solely to the extent the Rule is applicable in the offering of
Debt Securities.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: s/ Scott G. Primrose
- --------------------------
Name: Scott G. Primrose
Title: Authorized Signatory
<PAGE>
SALOMON SMITH BARNEY
A Member of TravelersGroup
March 25, 1998
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Attention: Rick Buxton
Re: GMAC Debt Securities
Gentlemen:
We confirm that Salomon Brothers Inc, an Underwriter for General Motors
Acceptance Corporation Debt Securities has acted in compliance with Rule 15c2-8
(the "Rule") under the Securities Exchange Act of 1934, as amended, solely to
the extent the Rule is applicable in the offering of Debt Securities.
s/ Salomon Brothers Inc
------------------------
Name: Dominic Lepere
Title: Vice President
SALOMON BROTHERS INC Seven World Trade Center,
30th Floor, New York, NY 10048 212-783-7000
<PAGE>
UBS SECURITIES LLC
UBS
Union Bank of Switzerland
March 17, 1998
Re: General Motors Acceptance Corporation 415 Shelf Registration
We confirm that UBS Securities LLC, an Underwriter for General Motors Acceptance
Corporation Debt Securities has acted in compliance with Rule 15c2-8 (the
"Rule") under the Securities Exchange Act of 1934, as amended, solely to the
extent the Rule is applicable in the offering of Debt Securities.
UBS SECURITIES LLC
By: s\ Richard Messina
------------------
Richard Messina
Director
299 Park Avenue
New York, N.Y. 10171-0026
Telephone 212 821-4000
Member SIPC www.ubs.com
Member New York Stock Exchange
and other Principal Exchanges A Subsidiary of Union Bank of Switzerland
<PAGE>
MORGAN STANLEY
MORGAN STANLEY & CO.
INCORPORATED
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-4000
March 25, 1998
Rick Buxton
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Rick:
We confirm that Morgan Stanley & Co. Incorporated, an Underwriter for General
Motors Acceptance Corporation Debt Securities, has acted in compliance with Rule
15c2-8 (the "Rule") under the Securities Exchange Act of 1934, as amended,
solely to the extent the Rule is applicable in the offering of Debt Securities.
Very truly yours,
s/ Michael Fusco
----------------
Michael Fusco
Vice President
<PAGE>
LEHMAN BROTHERS
March 25, 1998
Ms. Lisa Gracin
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Lisa:
We confirm that Lehman Brothers Inc., an Underwriter for General Motors
Acceptance Corporation Debt Securities, has acted in compliance with Rule 15c2-8
(the "Rule") under the Securities Exchange Act of 1934, as amended, solely to
the extent the Rule is applicable in the offering of Debt Securities.
LEHMAN BROTHERS INC.
By: s/ Antonia Paterno-Castello
--------------------------------
Name: Antonia Paterno-Castello
Title: Managing Director
LEHMAN BROTHERS
3 WORLD FINANCIAL CENTER NEW YORK, NY 10285
<PAGE>
J.P. MORGAN
J.P. Morgan & Co. Incorporated
60 Wall Street
New York NY
10260-0060
March 19, 1998
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Ladies and Gentlemen:
Re: General Motors Acceptance Corporation 415 Shelf Registration
We confirm that J.P. Morgan Securities Inc., an Underwriter for General Motors
Acceptance Corporation Debt Securities has acted in compliance with Rule 15c2-8
(the "Rule") under the Securities Exchange Act of 1934, as amended, solely to
the extent the Rule is applicable in the offering of Debt Securities.
J.P. MORGAN SECURITIES INC.
By: s/ Margaret Brody
------------------
Margaret Brody
Title: Managing Director
<PAGE>
BEAR STEARNS
BEAR, STEARNS, & CO. INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
ATLANTA * BOSTON
CHICAGO * DALLAS * LOS ANGELES
NEW YORK * SAN FRANCISCO
GENEVA * HONG KONG
LONDON * PARIS * TOKYO
March 23, 1998
Mr. David C. Walker
Director of Liability Management
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, Michigan 48202
Dear Mr. Walker:
We confirm that Bear, Stearns & Co. Inc., a dealer in General Motors Acceptance
Corporation Debt Securities (the "Debt Securities"), has acted in compliance
with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of 1934, as
amended, solely to the extent the Rule is applicable to the offering of the Debt
Securities.
Very truly yours,
s/ Timothy A. O'Neill
---------------------
Timothy A. O'Neill
Senior Managing Director
