As filed with the Securities and Exchange Commission on October 15, 1998.
Registration No: 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
General Motors Acceptance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-0572512
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
------------------
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
Telephone: (313) 556-5000
(Address, including zip code, and telephone
number, including area code, of Registrants' principal
executive offices)
------------------
Jerome B. Van Orman
Vice President
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
Telephone: (313) 556-5000
(Name, Address, including zip code, and telephone number,
including area code, of Registrants' principal
executive offices)
------------------
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after this Registration Statement becomes
effective.
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, check the following box. /x/
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. / /
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 this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement 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 Securities To Amount To Be Proposed Maximum
Be Registered Registered Offering Price Per
Unit(1)
========================== ===================== ========================
Notes $300,000,000 100%
========================== ===================== ========================
- -------------------------- ---------------------
Proposed Maximum Amount of
Aggregate Offering Registration Fee
Price (1)
========================== =====================
$300,000,000 $88,500
========================== =====================
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(f).
------------------
<PAGE>
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 that 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>
SUBJECT TO COMPLETION, DATED OCTOBER 15, 1998
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
GENERAL MOTORS ACCEPTANCE CORPORATION
$300,000,000
% NOTES DUE
These Notes are being sold by the Selling Securityholders listed under the
caption "SELLING SECURITYHOLDERS." We will not receive any part of the proceeds
from the sale of the Notes.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 IN THE PROSPECTUS.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION............................... 2
RISK FACTORS...................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES................................ 3
USE OF PROCEEDS................................................... 4
DESCRIPTION OF THE NOTES.......................................... 4
SELLING SECURITYHOLDERS........................................... 7
PLAN OF DISTRIBUTION.............................................. 8
LEGAL MATTERS..................................................... 8
EXPERTS........................................................... 9
WHERE YOU CAN FIND MORE INFORMATION
General Motors Acceptance Corporation ("GMAC" or the "COMPANY") is
subject to the information requirements of the Exchange Act and files reports
and other information with the SEC. You may read and copy any reports or other
information General Motors Acceptance Corporation files at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
You may also request copies of these documents upon payment of a duplicating
fee, by writing to the SEC's Public Reference Section. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. GMAC's SEC
filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at "http://www.sec.gov."
GMAC has filed a registration statement with respect to the Notes.
Pursuant to SEC rules and regulations, this document does not contain all of the
information that you can find in such registration statement. You may read and
copy this information in the same way as any other information that GMAC files
with the SEC.
Statements in this document concerning any document filed as an exhibit
to the registration statement are not necessarily complete and, in each
instance, reference is made to the copy of the complete document filed as an
exhibit to the registration statement. Each of those statements is qualified in
its entirety by reference to the complete document. These documents, filed with
the SEC, may be inspected and copied, and obtained by mail, from the SEC as set
forth above and will be available for inspection and copying at the principal
executive offices of the Company at General Motors Acceptance Corporation, 3044
West Grand Boulevard, Detroit, Michigan 48202 (Tel. No. 313-556-5000) during
regular business hours by any interested securityholder of the Company or his or
her representative who has been so designated in writing.
The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC, including the
Company's annual, quarterly and current reports. The information incorporated by
reference is deemed to be part of this document, except for any information
superseded by information in this document. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede the information in
this prospectus.
This document incorporates by reference the documents set forth below
that GMAC previously filed with the SEC. These documents contain important
information about GMAC and its finances.
SEC FILINGS (FILE NO. 1-3754) PERIOD
- ----------------------------- ------------------------------------------------
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, 1998 and June 30, 1998
Current Reports on Form 8-K Dated January 5, 1998, January 30, 1998, April
27, 1998, and October 13, 1998.
<PAGE>
Copies of our Annual Report on Form 10-K for the year ended December
31, 1997 and our Quarterly Report on Form 10-Q for the quarter ended June 30,
1998 accompany this prospectus. Other documents incorporated by reference may be
obtained through the SEC and are available from GMAC without charge, other than
exhibits unless we have specifically incorporated by reference an exhibit in
this document. You may obtain documents incorporated by reference in this
document by making a request to General Motors Acceptance Corporation by
telephone at (313) 556-1240 or in writing at the following address:
G.E. Gross, Comptroller
General Motors Acceptance Corporation
3044 West Grand Boulevard
Mail code 482-1x1-103
Detroit, Michigan 48202
Tel: (313) 556-1240
You should rely only on the information contained in this document or
that we have referred you to. We have not authorized anyone to provide you with
information that is different. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of those documents.
RISK FACTORS
NO ESTABLISHED The Notes do not have an established trading market, and we
TRADING MARKET do not intend to list the Notes on any securities exchange.
__________has advised the Company that it currently intends
to make a market in the Notes as permitted by applicable
laws and regulations. _________________ is not obligated to
make a market in the Notes and it may discontinue its
market-making activities at any time. Accordingly, there can
be no assurance a secondary market for the Notes will
develop or if one develops that the liquidity of such market
will continue. If a trading market does not develop or is
not maintained, holders of the Notes may experience
difficultly in reselling their Notes or may be unable to
sell them at all.
CREDIT RATINGS Any credit ratings assigned to GMAC may not reflect the
potential impact of all risks related to structure and other
factors on the market value of the Notes. Accordingly, you
should consult your own financial and legal advisors as to
the risks entailed by an investment in the Notes and the
suitability of the Notes in light of your particular
circumstances.
RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended
June 30, Years Ended December 31,
---------------- ---------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
1.36 1.47 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 GMAC 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.
<PAGE>
USE OF PROCEEDS
GMAC will not receive any part of the proceeds from the sale of the
Notes.
DESCRIPTION OF THE NOTES
The Notes were 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, a Fifth Supplemental Indenture dated as of September 30, 1998,
and as further amended by the Trust Indenture Reform Act of 1990 (together, the
"INDENTURE"), between GMAC and The Bank of New York, Successor Trustee (the
"TRUSTEE"). We have summarized selected provisions of the Indenture below. The
summary is not complete. The form of the Indenture has been filed as an
exhibit to the registration statement, and you should read the Indenture for
provisions that may be important to you. In the summary below, we have included
references to sections numbers of the Indenture so that you can easily
locate these provisions. Capitalized terms used in the summary have the meanings
specified in the Indenture.
GENERAL
The Notes are limited in aggregate principal amount to $300,000,000 and
are available for purchase in minimum denominations of $100,000 and integral
multiples thereof. The Notes are unsecured and unsubordinated and rank PARI
PASSU with all other unsecured and unsubordinated obligations of the Company
(other than obligations preferred by mandatory provisions of law). The Notes are
not subject to redemption or to a sinking fund provision. The entire principal
amount of the Notes will mature and become due and payable, together with
accrued and unpaid interest thereon, if any, on _________.
INTEREST RATE
Interest on the Notes accrues from _________ and is payable _________,
commencing _________, at a rate of _____ per annum. The amount of interest
payable for any period will be computed on the basis of ___________. In the
event that any date on which interest is payable on the Notes is not a business
day, then payment of the interest payable on such date will be made on the next
succeeding day that is a business day (and without any interest or other payment
in respect of such delay). For purposes of this document, "business day" means
any day other than a Saturday or Sunday or a day on which banking institutions
in __________ are authorized or obligated by law or executive order to close.
CERTAIN COVENANTS AS TO LIENS
The only financial covenant applicable to the Notes is that described
below. That covenant requires that the Notes 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 Notes are not secured by mortgage, pledge or other lien. The
Company will covenant in the Notes that so long as any of the Notes remain
outstanding, it will not pledge or otherwise subject to any lien any of its
property or assets unless the Notes 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
<PAGE>
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.)
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 Notes issued thereunder, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the Notes,
provided that no such modification shall (a) extend the fixed maturity of any
Notes, 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 Note so affected, or (b) reduce the aforesaid percentage of
Notes, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Notes then outstanding
under the Indenture. (Section 10.02 of the Indenture.)
EVENTS OF DEFAULT
An Event of Default with respect to the Notes is defined in the
Indenture as being (a) default in payment of any principal or premium, if any,
on the Notes; (b) default for 30 days in payment of any interest on the Notes;
(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 (including the Notes) 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),
(b) or (c) shall occur and be continuing with respect to the Notes, the Trustee
or the holders of not less than 25% in aggregate principal amount of Notes
then outstanding may declare the principal of the Notes to be due and payable.
In case an Event of Default under clause (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 issued under the Indenture (including the Notes) 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 the Notes may be waived by the holders of a majority in aggregate
principal amount of the Notes then outstanding (or of all the debt securities
then outstanding, as the case may be), except in a case of failure to pay
principal or premium, if any, or interest 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
<PAGE>
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 Notes at the time outstanding shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee. (Section
6.06 of the Indenture.)
CONCERNING THE TRUSTEE
The Bank of New York is the Successor Trustee under the Indenture. The
Bank of New York is also the 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.
BOOK-ENTRY; DELIVERY AND FORM
The Notes 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, 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) the Depositary will credit the account of Participants with the principal
amounts of the Notes beneficially owned by such Participants 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.
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 Notes 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 Notes registered in their names, will not receive or be
entitled to receive physical delivery of the Notes 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.
<PAGE>
Principal and interest payments on the Notes 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
Notes are registered as the owners of such Notes for the purpose of receiving
payment of principal and interest on the Notes 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 Notes 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 Notes in definitive form in exchange for the Global
Debt Security. In addition, the Company may at any time determine not to have
the Notes represented by the Global Debt Security and, in such event, will issue
Notes 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 Notes equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery of such Notes
in definitive form. Notes 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 Notes, 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.)
SELLING SECURITYHOLDERS
The following table sets forth the aggregate principal amount of Notes
beneficially owned by each of the Selling Securityholders as of the date of this
Prospectus. Because a Selling Securityholder may, pursuant to this Prospectus
(or otherwise), offer and sell all or some portion of the Notes, no estimate can
be given as to the amount of Notes that will be held by any Selling
Securityholder upon completion of any such sales. Except as described below, no
Selling Securityholder has within the past three years had any position, office,
or other material relationship with the Company or any of its predecessors or
affiliates.
Aggregate Principal
Selling Securityholder Amount of Notes
---------------------- -------------------
Total $300,000,000
On September 30, 1996, the Company issued and sold to the GMAC Putable
Asset Trust 1996-1 (the "TRUST") $600,000,000 aggregate principal amount of its
Notes Due September 30, 2003 (the "ORIGINAL NOTES") in a transaction not
registered under the Securities Act. In connection with that purchase, the Trust
issued and sold $600,000,000 aggregate principal of its 6.375% Putable Asset
Trust Securities Due September 30, 1998 in a private placement that was not
registered with the SEC and was arranged by UBS Securities LLC. UBS Securities
LLC also purchased a call option from the Trust granting UBS Securities LLC the
right to purchase the Original Notes on September 30, 1998 at par. On September
30, 1998, Warburg Dillon Read LLC, the successor to UBS Securities LLC,
purchased the Original Notes from the Trust pursuant to the call option.
Concurrent with that purchase, the terms of the Original Notes were amended and
the Company issued $600,000,000 aggregate principal amount of its Notes Due
September 30, 2008 (the "AMENDED NOTES") to Warburg Dillon Read LLC in exchange
for the Original Notes. The Company also entered into a Registration Rights
Agreement with Warburg Dillon Read LLC granting it certain registration rights
with respect to the Amended Notes. Prior to this offering, the Company issued
$300,000,000 aggregate principal amount of the Notes to the Selling
Securityholders in exchange for the Amended Notes. The Selling Securityholders
may sell the Notes from time to time as described under the caption "Plan of
Distribution."
<PAGE>
In addition, certain of the Selling Securityholders and certain of
their affiliates have engaged and in the future may engage in investment and
commercial banking transactions with the Company and its affiliates.
PLAN OF DISTRIBUTION
The Notes may be sold from time to time to purchasers directly by the
Selling Securityholders. Alternatively, the Selling Securityholders may from
time to time offer the Notes to or through underwriters, broker/dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Securityholders, the Company or the
purchasers of such securities for whom they may act as agents. The Selling
Securityholders and any underwriters, broker/dealers or agents that participate
in the distribution of Notes may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profit on the sale of such securities and
any discounts, commissions, concessions or other compensation received by any
such underwriter, broker/dealer or agent may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Notes may be sold from time to time in one or more transactions at
fixed prices, at the prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. The sale of Notes
may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on
which the Notes may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or in the over-the-counter market or (iv) through the writing of options. At the
time a particular offering of the Notes is made, if not contained in this
Prospectus, a Prospectus Supplement will be distributed which will set forth the
aggregate amount of Notes being offered and the terms of the offering, including
the name or names of any underwriters, broker/dealers or agents, any discounts,
commissions and other terms constituting compensation from the Selling
Securityholders or the Company and any discounts, commissions or concessions
allowed or reallowed or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the Notes will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the Notes may not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or any exemption from registration or
qualification is available and is complied with.
The Selling Securityholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Notes by the Selling
Securityholders. The foregoing may affect the marketability of the Notes.
The costs of the registration of the Notes will be paid by the Company,
including, without limitation, SEC filing fees and expenses of compliance with
state securities or "blue sky" laws. The Selling Securityholders will be
indemnified by the Company against certain civil liabilities, including certain
liabilities under the Securities Act. The Company will be indemnified by the
Selling Securityholders against certain civil liabilities, including certain
liabilities under the Securities Act.
There is no established trading market for the Notes, and the Company
does not intend to list the Notes on any securities exchange. ____________ has
advised the Company that it currently intends to make a market in the Notes as
permitted by applicable laws and regulations. ____________ is not obligated to
make a market in the Notes and it may discontinue its market-making activities
at any time. Accordingly, there can be no assurance a secondary market for the
Notes will develop or if one develops that the liquidity of such market will
continue.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the
Company by Martin I. Darvick, Esq., Assistant General Counsel of the Company.
Mr. Darvick owns shares and holds options to purchase shares of General Motors
Corporation $1-2/3 par value common stock.
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 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 THE PROSPECTUS
ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses which are payable by the Company in connection with the
issuance and distribution of the Notes being registered are estimated to be as
follows:
SEC registration fee $ 88,500
Fees and expenses of Trustee *
Printing costs *
Legal fees and expenses *
Accounting fees and expenses *
Blue sky fees and expenses *
Miscellaneous expenses *
Total *
--------------------
* To be completed by amendment.
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 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
<PAGE>
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.
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;
(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 the 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 Securities and Exchange 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, unless the information required to be included
in a post-effective amendment 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 herein by
reference.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) 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.
<PAGE>
The undesigned registrant hereby 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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,
therein, 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, officers and controlling persons of
the registrant pursuant to the provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to 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 Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in city of Detroit, State of Michigan, on the 15th day of October,
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 below by the following persons in the
capacities indicated on the 15th day of October, 1998.
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, Chief
------------------------- Financial Officer and Director
(William F. Muir)
/s/ GERALD E. GROSS Comptroller
------------------------- (Chief Accounting Officer)
(Gerald E. Gross)
/s/ JOHN G. BLAHNIK Director
-------------------------
(John G. Blahnik)
/s/ RICHARD J. S. CLOUT Executive Vice President and Director
-------------------------
(Richard J. S. Clout)
/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>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Indenture, dated as of July 1, 1982, between the Company and
Morgan Guaranty Trust Company of New York Trustee,
incorporated by reference to Registration Statement No.
2-75115
4.2 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
4.3 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
4.4 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
4.5 Fourth Supplemental Indenture, dated as of January 1, 1998,
between the Company and The Bank of New York, Successor
Trustee, incorporated by reference to Registration Statement
No. 333-48705
*4.6 Fifth Supplemental Indenture, dated as of September 30, 1998,
between the Company and The Bank of New York, Successor
Trustee
4.8 Form of Global Note, incorporated by reference to
Registration Statement No. 33-29261
5.1 Opinion and Consent of Martin I. Darvick, Esq., Assistant
General Counsel of the Company, with respect to legality
12.1 Calculation of Ratio of Earnings to Fixed Charges
23.1 Consent of Martin I. Darvick, Esq. (included in Exhibit 5.1)
*23.2 Consent of Deloitte & Touche LLP
*25.1 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York
-------------
* To be filed by amendment.
EXHIBIT 5.1
GENERAL MOTORS ACCEPTANCE CORPORATION
3031 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
October 15, 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 Notes in an aggregate
principal amount of $300,000,000, for sale 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
Notes.
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, a Fifth Supplemental
Indenture dated September 30, 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 Notes, as provided in the Indenture, 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.
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 Notes 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 12.1
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Six Months Ended
June 30,
------------------
1998 1997
-------- --------
Consolidated net income ................................. $ 714.0 $ 709.7
Provision for income taxes .............................. 328.6 503.4
-------- --------
Consolidated income before income taxes ................. 1,042.6 1,213.1
-------- --------
Fixed Charges
Interest and discount ................................. 2,839.2 2,577.7
Portion of rentals representative
of the interest factor .............................. 37.8 29.4
-------- --------
Total fixed charges ..................................... 2,877.0 2,607.1
-------- --------
Earnings available for fixed charges .................... $3,919.6 $3,820.2
======== ========
Ratio of earnings to fixed charges ...................... 1.36 1.47
======== ========
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.
