As filed with the Securities and Exchange Commission on August 11, 1999
Registration No. 333-84309
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS ACCEPTANCE CORPORATION
A Delaware Corporation-- I.R.S. Employer No. 38-0572512
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
(313-556-5000)
Agent For Service
JEROME B. VAN ORMAN, VICE PRESIDENT
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
(313-556-1508)
Approximate date of commencement of proposed sale to the public: AS
SOON AS PRACTICABLE ON OR AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
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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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
SECURITIES TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED PER UNIT OFFERING PRICE (2)
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SMARTNOTES(sm),DUE
FROM NINE MONTHS
TO THIRTY YEARS
FROM DATE OF
ISSUE........... $4,878,800,000 100% $4,878,800,000 $1,356,306
- -------------------------------------------------------------------------------------------
</TABLE>
OR, IF ANY DEBT SECURITIES ARE ISSUED AT AN ORIGINAL ISSUE DISCOUNT, SUCH
GREATER PRINCIPAL AMOUNT AS SHALL RESULT IN AN AGGREGATE INITIAL OFFERING PRICE
OF $5,000,000,000.
(1) The amount of Debt Securities being registered, together with $121,200,000
Debt Securities registered on January 22, 1999 (Registration No.
333-70661) and remaining unissued as of the date hereof, represents the
maximum aggregate principal amount of Debt Securities which, on or after
August 11, 1999, are expected to be offered for sale.
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to Debt Securities of the
Registrant registered and remaining unissued under Registration Statement No.
333-70661.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS DATED AUGUST 11, 1999
PROSPECTUS
U.S.$5,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
SMARTNOTES(sm)
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
Unless otherwise specified in an CONSIDER CAREFULLY THE RISK
applicable pricing supplement, the FACTORS BEGINNING ON PAGE 5
SmartNotes will not be listed on any IN THIS PROSPECTUS.
securities exchange, and there can
be no assurance that the SmartNotes PER NOTE TOTAL
offered will be sold or that there Public
will be a secondary market for the Offering
notes. Price.... 100.00% $5,000,000,000
Agents'
The Agents have advised GMAC that Discounts and
they may from time to time purchase Concessions.. .20%- $ 10,000,000-
and sell notes in the secondary
market, but the Agents are not 2.50% 125,000,000
obligated to do so. No termination
date for the offering of the notes Proceeds,
has been established. before
expenses, to
General Motors
Acceptance
Corporation..97.50%- $4,875,000,000-
99.80% $4,990,000,000
(sm)Service Mark of General Motors Acceptance Corporation
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
ABN AMRO INCORPORATED
A.G. EDWARDS & SONS, INC.
EDWARD JONES & CO., L.P.
FIDELITY CAPITAL MARKETS
a division of National Financial Services Corporation
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
August 12, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
Summary.............................................................. 3
Certain Risk Factors Existing When Notes are Redeemable at the Option
of GMAC............................................................. 5
Available Information................................................ 6
Incorporation of Certain Documents by Reference...................... 6
Description of General Motors Acceptance Corporation................. 7
Principal Executive Offices.......................................... 7
Ratio of Earnings to Fixed Charges................................... 7
Use of Proceeds...................................................... 8
Description of Notes................................................. 8
United States Federal Taxation....................................... 27
Certain Covenants as to Liens........................................ 35
Modification of the Indenture........................................ 36
Events of Default.................................................... 36
Concerning the Trustee............................................... 37
Concerning the Paying Agents......................................... 37
Plan of Distribution................................................. 38
Legal Opinions....................................................... 40
Experts.............................................................. 40
<PAGE>
SUMMARY
You should read the more detailed information appearing elsewhere in this
Prospectus and any supplement or amendment hereto, including, in relation to any
particular issue of Notes, the applicable pricing supplement.
Issuer ............................. General Motors Acceptance Corporation
("GMAC").
Purchasing Agent ................... ABN AMRO Incorporated.
Title .............................. SmartNotes.(sm)
Amount ............................. Up to $5,000,000,000 aggregate initial
offering price.
Denomination ....................... Unless otherwise specified in the
applicable pricing supplement, the
authorized denominations of the Notes will
be $1,000 and any amount in excess thereof
that is an integral multiple of $1,000.
Status ............................. The Notes are unsecured and unsubordinated
obligations of GMAC and will rate equally
and ratably with all other unsecured and
unsubordinated indebtedness of GMAC (other
than obligations preferred by mandatory
provisions of law).
Maturities ......................... Due from nine months to thirty years from
the date of issue, as specified in the
applicable pricing supplement.
Interest ........................... Unless otherwise specified in the
applicable pricing supplement:
o Each Note will bear interest from the
Issue Date at a fixed rate, which may
be zero in the case of a Note issued at
an Issue Price representing a
substantial discount from the principal
amount payable upon the maturity date
(a "Zero-Coupon Note").
o Interest on each Note (other than a
<PAGE>
Zero-Coupon Note) will be payable
either monthly, quarterly,
semi-annually or annually on each
Interest Payment Date and on the
maturity date; and
o Interest on the Notes will be computed
on the basis of a 360-day year of
twelve 30-day months.
Principal .......................... Unless otherwise provided in the
applicable pricing supplement, the
principal amount of the Notes will be
payable on the maturity date of such Notes
at the Corporate Trust Office of the
Trustee or at such other place as GMAC may
designate.
Redemption and Repayment ........... Unless otherwise provided in the
applicable pricing supplement:
o the Notes will not be redeemable prior
to the maturity date at the option of
GMAC or repayable prior to the maturity
date at the option of the holder; and
o the Notes will not be subject to
any sinking fund. The pricing
supplement relating to any Note will
indicate whether the holder of such
Note will have the right to require
GMAC to repay a Note prior to its
maturity date upon the death of the
owner of such Note.
Form of Notes and Clearance ........ The Notes may be offered:
o in the United States only;
o outside the United States only; or
o in and outside the United States
simultaneously as part of a global
offering.
Depending on where the relevant Notes are
offered, the Notes will clear through one
or more of The Depository Trust Company,
Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the
Euroclear System and Cedelbank, societe
anonyme or any successors thereto. Global
Notes will be exchangeable for definitive
Notes only in limited circumstances. See
"Description of Notes - Global Clearance
and Settlement Procedures."
<PAGE>
Trustee ............................ The Chase Manhattan Bank, Corporate Trust
Services, 450 West 33rd Street, 15th
Floor, New York, New York 10001, under an
Indenture dated as of September 24, 1996.
Selling Group Members .............. Broker-dealers and/or securities firms
that have executed dealer agreements with
the Purchasing Agent and have agreed to
market and sell SmartNotes in accordance
with the terms of these agreements along
with all other applicable laws and
regulations. You may call 1-800-501-2958
for a list of Selling Group Members or
access the Internet at www.smartnotes.com.
CERTAIN RISK FACTORS EXISTING WHEN NOTES
ARE REDEEMABLE AT THE OPTION OF GMAC
If the accompanying pricing supplement specifies that your Notes are
redeemable at the option of GMAC, we are likely to redeem the Notes from you on
or after the redemption date(s) specified if prevailing interest rates on the
redemption date(s) are lower than the rate borne by the Notes. Upon any such
redemption, you generally will not be able to reinvest the redemption proceeds
in a comparable security at an effective interest rate as high as the interest
rate you were receiving on your redeemed Notes. Accordingly, if we have the
right to redeem the Notes from you, you should consider the related reinvestment
risk in light of other investments available to you at the time of your
investment in the Notes.
If the accompanying pricing supplement provides that GMAC has the right to
redeem the Notes, our ability to so redeem the Notes at our option is likely to
affect the market value of the Notes. In particular, as the redemption date(s)
approaches, the market value of your Notes generally will not rise substantially
above the redemption price because of the optional redemption feature.
<PAGE>
This Prospectus does not describe all of the risks of an investment in the
Notes. You should consult your own financial and legal advisors as to the risks
entailed by your investment in the Notes and the suitability to you of investing
in the Notes in light of their particular circumstances.
AVAILABLE INFORMATION
GMAC is subject to the information requirements of the Securities Exchange
Act and files reports and other information with the SEC. You may read and copy
any reports or other information GMAC files at the SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices of the SEC 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. You may also request copies of these documents upon
payment of a duplicating fee, by writing to the SEC's Public Reference Room.
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. Reports and other information concerning GMAC can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
GMAC has filed with the SEC a Registration Statement on Form S-3 (together
with all amendments and exhibits, the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the Notes. This prospectus,
which constitutes part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement. Certain parts of the
Registration Statement are omitted from the prospectus in accordance with the
rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows GMAC to "incorporate by reference" information into this
document, which means that GMAC can disclose important information to you by
referring you to another document filed separately with the SEC, including
GMAC's annual, quarterly and current reports, that are considered part of this
prospectus. Information that GMAC files later with the SEC will automatically
update and supersede this information.
This prospectus 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 31,1998
Quarterly Report on Form 10-Q.......... Quarters ended March 31, 1999 and June
30, 1999
Current Reports on Form 8-K............ Dated January 21, 1999, April 15, 1999,
April 22, 1999, June 8, 1999 and July
20, 1999
<PAGE>
Other documents incorporated by reference may be obtained through the SEC
and are available from GMAC without charge. You may obtain documents
incorporated by reference in this prospectus (other than exhibits to such
prospectus) by making a request to GMAC by telephone or write to GMAC 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
DESCRIPTION OF GENERAL MOTORS ACCEPTANCE CORPORATION
GMAC, a wholly-owned subsidiary of General Motors Corporation, was
incorporated in 1997 under the Delaware General Corporation Law. On January 1,
1998, GMAC merged with its predecessor which was originally incorporated in 1919
under the New York Banking Law relating to investment companies, and thereupon
assumed all of its predecessor's assets, liabilities and obligations.
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
THREE MONTHS ENDED YEARS ENDED
JUNE 30, DECEMBER 31,
1999 1998 1998 1997 1996 1995 1994
1.41 1.36 1.33 1.42 1.41 1.36 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
The net proceeds from the sale of the Notes will be added to the general
funds of GMAC 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 NOTES
The terms and conditions described in this document apply to each Note or
in the applicable pricing supplement unless otherwise specified.
GENERAL
The Notes will:
(a) be limited to $5,000,000,000 aggregate initial offering price, on
terms to be determined at the time of sale;
(b) be issued under an Indenture dated as of September 24, 1996, as
amended by a First Supplemental Indenture dated as of January 1, 1998
(together, the "Indenture") between GMAC and The Chase Manhattan Bank, as
Trustee. The Indenture does not limit the amount of additional unsecured
indebtedness ranking equally and ratably with the Notes that GMAC may
incur. GMAC may, from time to time, without the consent of the holders of
the Notes, provide for the issuance of Notes under the Indenture in
addition to the $5,000,000,000 aggregate initial offering price of the
Notes offered hereby. The statements concerning the Notes and the
Indenture are not complete and are subject to and qualified in their
entirety by reference to all the provisions of the Indenture, including
the definitions of certain terms. Whenever particular provisions of the
Indenture or defined terms contained in the Indenture are referred to,
such provisions and defined terms are incorporated herein by reference as
a part of the statements made, and the statements are qualified in their
entirety by such reference;
(c) constitute unsecured and unsubordinated indebtedness of GMAC and will
rank equally and ratably with all other unsecured and unsubordinated
indebtedness of GMAC (other than obligations preferred by mandatory
provisions of law);
(d) be offered from time to time by GMAC and will mature on any day nine
months to thirty years from the Issue Date, as selected by the purchaser
and agreed to by GMAC, unless otherwise specified in the applicable
pricing supplement. Each Note will bear interest from the Issue Date (as
defined on page 13) at a fixed rate, which may be zero in the case of a
Note issued at an Issue Price (as defined on page 13) representing a
substantial discount from the principal amount payable upon the maturity
date (a "Zero-Coupon Note"); and
<PAGE>
(e) be issued in fully registered form without coupons and will be
represented by a global Note registered in the name of a nominee of the
Depositary. Except as set forth herein, Notes will be issuable only in
global form. See "Description of Notes-Book-Entry; Delivery and Form"
beginning on page 14. All Notes issued on the same day and having the same
terms (including, but not limited to, the same designation, the same
currency, Interest Payment Dates (as defined on page 14), rate of
interest, maturity date and redemption or repayment provisions) may be
represented by a single Note. A beneficial interest in a Note will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depositary or its participants, including the U.S.
Depositaries for Cedelbank and Euroclear. Payments of principal of,
premium, if any, and interest, if any, on, Notes represented by a global
Note will be made by GMAC or its paying agent to the Depositary or its
nominee. Unless otherwise specified in the applicable pricing supplement,
DTC will be the Depositary. See "Description of Notes-Book-Entry; Delivery
and Form."
The principal amount of the Notes will be payable at maturity at the
Corporate Trust Office of The Chase Manhattan Bank, Corporate Trust Services,
450 West 33rd Street, 15th Floor, New York, New York 10001, or at such other
place as GMAC may designate.
Unless otherwise specified in the applicable pricing supplement:
(1) the authorized denominations of the Notes will be $1,000 and any
amount in excess thereof that is an integral multiple of $1,000;
(2) the Notes may not be redeemed by GMAC, or repaid at the option of the
holder, or both, prior to their maturity date;
(3) the Notes will not be subject to any sinking fund. See "Description of
Notes-Redemption and Repayment"; and
(4) the amount of any Original Issue Discount Note (as such term is
defined in "Description of Notes - Original Issue Discount Notes") payable
in the event of redemption by GMAC, repayment at the option of the holder
or acceleration of maturity (as such term is defined in "Description of
Notes - Glossary"), in lieu of the stated principal amount due at the
maturity date, will be the Amortized Face Amount of such Original Issue
Discount Note as of the date of such redemption, repayment or
acceleration. For the purposes of determining whether holders of the
requisite amount of Notes outstanding under the Indenture have made a
demand or given a notice or waiver or taken any other action, the
outstanding principal amount of any Original Issue Discount Note shall be
deemed to be the Amortized Face Amount. The "Amortized Face Amount" of an
Original Issue Discount Note shall be the amount equal to:
(a) the Issue Price of an Original Issue Discount Note set forth in the
applicable pricing supplement plus,
<PAGE>
(b) the portion of the difference between the Issue Price and the
principal amount of such Original Issue Discount Note that has
accrued at the yield to maturity set forth in the pricing supplement
at the date as of which the Amortized Face Amount is calculated, but
in no event shall the Amortized Face Amount of such Original Issue
Discount Note exceed its stated principal amount.
See also "United States Federal Taxation - Tax Consequences to U.S.
Holders-Original Issue Discount Notes."
Unless otherwise specified herein, the pricing supplement relating to each
Note or Notes will describe the following terms, as applicable:
(1) whether such Note is a Zero-Coupon Note or other Original Issue
Discount Note;
(2) the price (which may be expressed as a percentage of the aggregate
initial public offering price thereof) at which such Note will be issued
to the public (the "Issue Price");
(3) the date on which such Note will be issued to the public (the "Issue
Date");
(4) the maturity date of such Note;
(5) the rate per annum at which such Note will bear interest, if any (the
"Interest Rate");
(6) whether the holder of such Note will have the Survivor's Option;
(7) whether such Note may be redeemed at the option of GMAC, or repaid at
the option of the holder, prior to its maturity date, and if so, the
provisions relating to such redemption or repayment;
(8) certain special United States Federal income tax consequences of the
purchase, ownership and disposition of certain Notes, if any; and
(9) any other terms of such Note not inconsistent with the provisions of
the Indenture.
GLOSSARY
Reference is made to the Indenture and the form of Notes filed as exhibits
to the Registration Statement to which this Prospectus relates for the full
definition of certain terms used in this Prospectus, as well as any capitalized
terms used herein for which no definition is provided. Set forth below are
definitions of certain terms used in this Prospectus with respect to the Notes.
"Business Day" with respect to any Note means, unless otherwise specified
in the applicable pricing supplement, any day, other than a Saturday or Sunday,
that meets the following applicable requirement: such day is not a day on which
banking institutions are authorized or required by law, regulation or executive
order to be closed in The City of New York;
<PAGE>
"Interest Payment Date" with respect to any Note means a date (other than
at maturity) on which, under the terms of such Note, regularly scheduled
interest shall be payable; and
"maturity date" with respect to any Note means the date on which such Note
will mature, as specified thereon, and "maturity" means the date on which the
principal of a Note or an installment of principal becomes due and payable in
full in accordance with its terms and the terms of the Indenture, whether at its
maturity date or by declaration of acceleration, call for redemption at the
option of GMAC, repayment at the option of the holder, or otherwise.
BOOK-ENTRY; DELIVERY AND FORM
Upon issue, all Notes having the same Issue Date, interest rate, if any,
amortization schedule, if any, maturity date and other terms, if any, will be
represented by one or more fully registered Global Notes (the "Global Notes");
provided, however, that no single Global Note shall exceed $200,000,000. Each
such Global Note representing Notes will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York ("DTC") or other depositary (DTC or
such other depositary as is specified in the applicable pricing supplement is
referred to as the "Depositary") and registered in the name of Cede & Co., DTC's
nominee. Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Investors may elect to hold
interests in the Global Notes through either DTC (in the United States) or
Cedelbank, societe anonyme ("Cedelbank") or Morgan Guaranty Trust Company of New
York, Brussels Office, as operator of the Euroclear system ("Euroclear") (in
Europe) if they are participants of such systems, or indirectly through
organizations which are participants in such systems. Cedelbank and Euroclear
will hold interests on behalf of their participants through customers'
securities accounts in Cedelbank's and Euroclear's names on the books of their
respective depositaries, which in turn will hold such interests in customers'
securities accounts in the depositaries' names on the books of DTC. Citibank,
N.A. will act as depositary for Cedelbank and The Chase Manhattan Bank will act
as depositary for Euroclear (in such capacities, the "U.S. Depositaries").
Except as set forth below, the Global Notes 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. Each such Global Note representing Notes will be
deposited with, or on behalf of, the Depositary and registered in the name of
the Depositary or a nominee thereof.
DTC has advised GMAC and the Agents that it is a limited-purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Exchange Act. DTC was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include securities brokers and
dealers (including the Agents), banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives) own
DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers,
<PAGE>
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Persons who are
not participants may beneficially own securities held by DTC only through
participants. The rules applicable to DTC and its participants are on file with
the Commission.
Upon the issuance by GMAC of Notes represented by a Global Note, the
Depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the Notes
represented by such Global Note beneficially owned by such participants. The
accounts to be credited shall be designated by the Agents of such Notes.
Ownership of beneficial interests in a Global Note will be limited to
participants or persons that hold interests through participants. Ownership of
beneficial interests in Notes represented by a Global Note or Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary (with respect to interests of participants
in the Depositary), or by participants in the Depositary or persons that may
hold interests through such participants (with respect to persons other than
participants in the Depositary). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of the Global Note, the Depositary or its nominee, as the case
may be, will be considered the sole owner or holder of the Notes represented by
such Global Note for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in Notes represented by a Global Note or Notes
will not be entitled to have Notes represented by such Global Note registered in
their names, will not receive or be entitled to receive physical delivery of
Notes in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Accordingly, each person owning a beneficial interest in a Global Note
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture or a Global
Note. GMAC understands that under existing policy of the Depositary and industry
practices, in the event that GMAC requests any action of holders or that an
owner of a beneficial interest in such a Global Note desires to give any notice
or take any action which a holder is entitled to give or take under the
Indenture or a Global Note, the Depositary would authorize the participants
holding the relevant beneficial interests to give such notice or take such
action. Any beneficial owner that is not a participant must rely on the
contractual arrangements it has directly, or indirectly through its financial
intermediary, with a participant to give such notice or take such action.
Except as otherwise set forth in a pricing supplement, payments of
principal of, premium, if any, and interest, if any, on, the Notes represented
by a Global Note registered in the name of the Depositary or its nominee will be
made by GMAC through the Trustee to the Depositary or its nominee, as the case
may be, as the registered owner of a Global Note. None of GMAC, the Trustee, any
Paying Agent or any other agent of GMAC will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests
<PAGE>
of a Global Note or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. GMAC expects that the
Depositary, upon receipt of any payment of principal, premium, if any, or
interest, if any, in respect of a Global Note, will immediately credit the
accounts of the related participants with payment in amounts proportionate to
their respective holdings in principal amount of beneficial interest in such
Global Note as shown on the records of the Depositary. GMAC also expects that
payments by participants to owners of beneficial interests in a Global Note will
be governed by standing customer 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" and will be the responsibility of such participants.
If the Depositary is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the Exchange Act
and a successor depositary registered as a clearing agency under the Exchange
Act is not appointed by GMAC within 90 days, GMAC will issue certificated Notes
in exchange for all the Global Notes. In addition, GMAC may at any time and in
its sole discretion determine not to have the Notes represented by Global Notes
and, in such event, will issue certificated Notes in exchange for all the Global
Notes. In either instance, an owner of a beneficial interest in a Global Note
will be entitled to have certificated Notes equal in principal amount to such
beneficial interest registered in its name and will be entitled to physical
delivery of such certificated Notes. Such certificated Notes shall be registered
in such name or names as the Depositary shall instruct the Trustee. It is
expected that such instructions may be based upon directions received by the
Depositary from participants with respect to beneficial interests in such Global
Notes. Certificated Notes so issued will be issued in denominations of $1,000 or
more (in multiples of $1,000) and will be issued in registered form only,
without coupons. No service charge will be made for any transfer or exchange of
such certificated Notes, but GMAC may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
DTC has advised GMAC that management of DTC is aware that some computer
applications, systems, and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates before, on, or after January 1,
2000, may encounter "Year 2000 problems." DTC has informed its participants and
other members of the financial community (the "Industry") that it has developed
and is implementing a program so that its Systems, as the same relate to the
timely payment of distributions (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a technical assessment
and a remediation plan, each of which is complete. Additionally, DTC's plan
includes a testing phase, which, DTC has advised the Industry, is expected to be
completed within appropriate time frames.
However, DTC's ability to properly perform its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's participants and indirect participants and third party vendors
from whom DTC licenses software and hardware, and third party vendors on whom
DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the Industry that it is contacting (and will continue to contact)
third party vendors from whom DTC acquires services to: (i) impress upon them
the importance of such services being "Year 2000"
<PAGE>
compliant; and (ii) determine the extent of their efforts for "Year 2000"
remediation (and, as appropriate, testing) of their services. In addition, DTC
is in the process of developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that GMAC believes to be reliable, but GMAC takes
no responsibility for the accuracy thereof.
Cedelbank advises that it is incorporated under the laws of Luxembourg as
a professional depositary. Cedelbank holds securities for its participating
organizations ("Cedelbank Participants") and facilitates the clearance and
settlement of securities transactions between Cedelbank Participants through
electronic book-entry changes in accounts of Cedelbank Participants, thereby
eliminating the need for physical movement of certificates. Cedelbank provides
to Cedelbank Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Cedelbank interfaces with domestic markets
in several countries. As a professional depositary, Cedelbank is subject to
regulation by the Luxembourg Monetary Institute. Cedelbank Participants are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations and may include the Agents. Indirect access to
Cedelbank is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Cedelbank Participant, either directly or indirectly.
Distributions with respect to the Notes held beneficially through
Cedelbank will be credited to cash accounts of Cedelbank Participants in
accordance with its rules and procedures, to the extent received by the U.S.
Depositary for Cedelbank.
Euroclear advises that it was created in 1968 to hold securities for its
participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty Trust
Company of New York (the "Euroclear Operator"), under contract with Euroclear
Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear Participants. Euroclear Participants include
banks (including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the Agents. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either directly
or indirectly.
<PAGE>
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear. In the event definitive Notes are issued, the holders thereof will be
able to receive payments thereon and effect transfers thereof at the offices of
a Luxembourg paying agent chosen by GMAC.
Individual certificates in respect of Notes will not be issued in exchange
for the Global Notes, except in very limited circumstances. If Euroclear,
Cedelbank or DTC notifies GMAC that it is unwilling or unable to continue as a
clearing system in connection with a Global Note or, in the case of DTC only,
DTC ceases to be a clearing agency registered under the Exchange Act, and in
each case a successor clearing system is not appointed by GMAC within 90 days
after receiving such notice from Euroclear, Cedelbank or DTC or on becoming
aware that DTC is no longer so registered, GMAC will issue or cause to be issued
individual certificates in registered form on registration of transfer of, or in
exchange for, book-entry interests in the Notes represented by such Global Note
upon delivery of such Global Note for cancellation.
Title to book-entry interests in the Notes will pass by book-entry
registration of the transfer within the records of Euroclear, Cedelbank or DTC,
as the case may be, in accordance with their respective procedures. Book-entry
interests in the Notes may be transferred within Euroclear and within Cedelbank
and between Euroclear and Cedelbank in accordance with procedures established
for these purposes by Euroclear and Cedelbank. Book-entry interests in the Notes
may be transferred within DTC in accordance with procedures established for this
purpose by DTC. Transfers of book-entry interests in the Notes between Euroclear
and Cedelbank and DTC may be effected in accordance with procedures established
for this purpose by Euroclear, Cedelbank and DTC.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with
<PAGE>
Depositary rules and will be settled in immediately available funds using the
Depositary's Same-Day Funds Settlement System. Secondary market trading between
Cedelbank Participants and/or Euroclear Participants will occur in the ordinary
way in accordance with the applicable rules and operating procedures of
Cedelbank and Euroclear and will be settled using the procedures applicable to
conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depositary on the one hand, and directly or indirectly through
Cedelbank or Euroclear Participants, on the other, will be effected in the
Depositary in accordance with the Depositary rules on behalf of the relevant
European international clearing system by its U.S. Depositary; however, such
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterpart in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving Notes in the Depositary, and making or receiving payment
in accordance with normal procedures for same-day funds settlement applicable to
the Depositary. Cedelbank Participants and Euroclear Participants may not
deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedelbank
or Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depositary settlement date. Such credits or any transactions in
such Notes settled during such processing will be reported to the relevant
Euroclear or Cedelbank Participants on such business day. Cash received in
Cedelbank or Euroclear as a result of sales of Notes by or through a Cedelbank
Participant or a Euroclear Participant to a DTC Participant will be received
with value on the Depositary settlement date but will be available in the
relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in the Depositary.
Although the Depositary, Cedelbank and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of Notes among
participants of the Depositary, Cedelbank and Euroclear, they are under no
obligation to perform or continue to perform such procedures and such procedures
may be changed or discontinued at any time.
INTEREST AND PRINCIPAL PAYMENTS
Owners of beneficial interests in a Note will be paid in accordance with
the Depositary's and the participant's procedures in effect from time to time as
described under "Description of Notes - Book-Entry; Delivery and Form." Unless
otherwise specified in the applicable pricing supplement:
o payments of principal, and premium, if any, and interest, if any, at
maturity will be made in immediately available funds upon surrender
of the Note at the office of the Paying Agent, provided that the
Note is presented to the Paying Agent in time for
<PAGE>
the Paying Agent to make such payments in such funds in accordance
with its normal procedures;
o principal, and premium, if any, and interest, if any, payable at
maturity of a Note will be paid by the Paying Agent by wire transfer
in immediately available funds to an account specified by the
Depositary; and
o payments of interest on a Note (other than at maturity) will be made
in same-day funds in accordance with existing arrangements between
the Paying Agent and the Depositary.
GMAC will pay any administrative costs imposed by banks in connection with
making payments in immediately available funds, but any tax, assessment or
governmental charge imposed upon payments, including, without limitation, any
withholding tax, will be borne by the holders of the Notes in respect of which
such payments are made; except for certain Additional Amounts paid to non-United
States persons (see "Description of Notes - Payment of Additional Amounts").
Certain Notes, including Original Issue Discount Notes, may be considered
to be issued with original issue discount which must be included in income by
U.S. Holders for United States Federal income tax purposes at a constant rate,
prior to the receipt of the cash attributable to that income. See "United States
Federal Taxation - Tax Consequences to U.S. Holders - Original Issue Discount
Notes." Unless otherwise specified in the applicable pricing supplement, if the
principal of any Original Issue Discount Note is declared to be due and payable
immediately as described under "Events of Default," the amount of principal due
and payable with respect to such Note shall be limited to the aggregate
principal amount of such Note multiplied by the sum of its Issue Price
(expressed as a percentage of the aggregate principal amount) plus the original
issue discount amortized from the Issue Date to the date of declaration which
amortization shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles in effect on the date
of declaration). Special considerations applicable to any such Notes will be set
forth in the applicable pricing supplement.
Each Note will bear interest from and including its Issue Date at the rate
per annum set forth thereon and in the applicable pricing supplement until the
principal amount thereof is paid, or made available for payment, in full. Unless
otherwise specified in the applicable pricing supplement, interest on each Note
(other than a Zero-Coupon Note) will be payable either monthly, quarterly,
semi-annually or annually on each Interest Payment Date and at maturity (or on
the date of redemption or repayment if a Note is repurchased by GMAC prior to
maturity pursuant to mandatory or optional redemption provisions or the
Survivor's Option). Interest will be payable to the person in whose name a Note
is registered at the close of business on the Regular Record Date next preceding
each Interest Payment Date; provided, however, interest payable at maturity, on
a date of redemption or in connection with the exercise of the Survivor's Option
will be payable to the person to whom principal shall be payable.
Any payment of principal, and premium, if any, or interest required to be
made on a Note on a day which is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on such day, and no additional
<PAGE>
interest shall accrue as a result of such delayed payment. Unless otherwise
specified in the applicable pricing supplement, any interest on the Notes will
be computed on the basis of a 360-day year of twelve 30-day months. The interest
rates GMAC will agree to pay on newly-issued Notes are subject to change without
notice by GMAC from time to time, but no such change will affect any Notes
already issued or as to which an offer to purchase has been accepted by GMAC.
The Interest Payment Dates for a Note that provides for interest payments
shall be as follows:
INTEREST PAYMENTS INTEREST PAYMENT DATES
Monthly Fifteenth day of each calendar month (or the next Business
Day), commencing in the first succeeding calendar month
following the month in which the Note is issued.
Quarterly Fifteenth day of every third month (or the next
Business Day), commencing in the third succeeding calendar
month following the month in which the Note is issued.
Semi-annual Fifteenth day of every sixth month (or the next
Business Day), commencing in the sixth succeeding calendar
month following the month in which the Note is issued.
Annual Fifteenth day of every twelfth month (or the next Business
Day), commencing in the twelfth succeeding calendar month
following the month in which the Note is issued.
The Regular Record Date with respect to any Interest Payment Date shall be
the first day of the calendar month in which such Interest Payment Date occurs,
except that the Regular Record Date with respect to the final Interest Payment
Date shall be the final Interest Payment Date.
Each payment of interest on a Note shall include accrued interest from and
including the Issue Date or from and including the last day in respect of which
interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or maturity date, as the case may be.
ORIGINAL ISSUE DISCOUNT NOTES
Notes may be issued at a price less than their stated redemption price at
maturity, other than by an amount which is less than a de minimis amount (0.25%
of the stated redemption price at maturity multiplied by the number of complete
years to maturity) resulting in such Notes being treated as if they were issued
with original issue discount for United States Federal income tax purposes
("Original Issue Discount Notes"). Such Original Issue Discount Notes may
currently pay no interest or interest at a rate which at the time of issuance is
below market rates. See "United
<PAGE>
States Federal Taxation - Tax Consequences to U.S. Holders - Original Issue
Discount Notes." Certain additional considerations relating to any Original
Issue Discount Notes will be described in the pricing supplement relating
thereto.
REDEMPTION AND REPAYMENT
Unless otherwise provided in the applicable pricing supplement:
o the Notes will not be redeemable prior to the maturity date at the
option of GMAC or repayable prior to the maturity date at the option of
the holder;
o the Notes will not be subject to any sinking fund;
o if less than all of the Notes with like tenor and terms are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate; and
o in order for a Note which is prepayable at the option of the holder to
be so prepaid, GMAC must receive at least 30 days but not more than 45
days notice prior to the repayment date, and the Global Note with the
form entitled "Option to Elect Repayment" duly completed.
If applicable, the pricing supplement relating to each Note will indicate
that the Note will be redeemable at the option of GMAC or repayable at the
option of the holder on a date or dates specified prior to its maturity date
and, unless otherwise specified in such pricing supplement, at a price equal to
100% of the principal amount thereof, together with accrued interest to the date
of redemption or repayment, unless such Note was issued with original issue
discount, in which case the pricing supplement will specify the amount payable
upon such redemption or repayment.
GMAC may redeem any of the Notes that are redeemable and remain
outstanding either in whole or from time to time in part, upon not less than 30
nor more than 60 days' notice.
Exercise of the repayment option by the holder of a Note shall be
irrevocable. With respect to the Notes, the Depositary's nominee is the holder
of such Notes and therefore will be the only entity that can exercise a right to
repayment. See "Description of Notes - Book-Entry; Delivery and Form." In
order to ensure that the Depositary's nominee will timely exercise a right to
repayment with respect to a particular beneficial interest in a Note, the
beneficial owner of such interest must instruct the broker or other direct or
indirect participant through which it holds a beneficial interest in such Note
to notify the Depositary of its desire to exercise a right to repayment.
Different firms have different cut-off times for accepting instructions from
their customers and, accordingly, each beneficial owner should consult the
broker or other direct or indirect participant through which it holds an
interest in a Note in order to ascertain the cut-off time by which such an
instruction must be given in order for timely notice to be delivered to the
Depositary. Conveyance of notices and other communications by the Depositary to
participants, by participants to indirect participants and by participants and
indirect participants to beneficial owners of the Notes will be governed by
agreements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
<PAGE>
If applicable, GMAC will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws or regulations in connection with
any such repurchase.
GMAC may at any time purchase Notes (including those otherwise tendered
for repayment by a holder, or holder's duly authorized representative, pursuant
to the Survivor's Option, see "Repayment Upon Death" below), at any price or
prices in the open market or otherwise. Notes so purchased by GMAC may, at the
discretion of GMAC, be held or resold or surrendered to the Trustee for
cancellation.
REPAYMENT UPON DEATH
The pricing supplement relating to any Note will indicate whether the
holder of such Note will have the right to require GMAC to repay a Note prior to
its maturity date upon the death of the owner of such Note as described below
(the "Survivor's Option"). See the applicable pricing supplement to determine
whether the survivor's option applies to any particular Note.
Pursuant to exercise of the Survivor's Option, if applicable, GMAC will,
at its option, either repay or purchase any Note (or portion thereof) properly
tendered for repayment by or on behalf of the person (the "Representative") that
has authority to act on behalf of the deceased owner of the beneficial interest
in such Note under the laws of the appropriate jurisdiction (including, without
limitation, the personal representative, executor, surviving joint tenant or
surviving tenant by the entirety of such deceased beneficial owner) at a price
equal to 100% of the principal amount of the beneficial interest of the deceased
owner in such Note plus accrued interest to the date of such repayment (or at a
price equal to the Amortized Face Amount for Original Issue Discount Notes and
Zero-Coupon Notes on the date of such repayment), subject to the following
limitations. GMAC may, in its sole discretion, limit the aggregate principal
amount of Notes as to which exercises of the Survivor's Option will be accepted
in any calendar year (the "Annual Put Limitation") to one percent (1%) of the
outstanding aggregate principal amount of the Notes as of the end of the most
recent fiscal year, but not less than $1,000,000 in any such calendar year, or
such greater amount as GMAC in its sole discretion may determine for any
calendar year, and may limit to $200,000, or such greater amount as GMAC in its
sole discretion may determine for any calendar year, the aggregate principal
amount of Notes (or portions thereof) as to which exercise of the Survivor's
Option will be accepted in such calendar year with respect to any individual
deceased owner or beneficial interests in such Notes (the "Individual Put
Limitation"). Moreover, GMAC will not make principal repayments or purchases
pursuant to exercise of the Survivor's Option in amounts that are less than
$1,000, and, in the event that the limitations described in the preceding
sentence would result in the partial repayment or purchase of any Note, the
principal amount of such Note remaining outstanding after repayment must be at
least $1,000 (the minimum authorized denomination of the Notes). Any Note (or
portion thereof) tendered pursuant to exercise of the Survivor's Option may not
be withdrawn.
Each Note (or portion thereof) that is tendered pursuant to valid exercise
of the Survivor's Option will be accepted promptly in the order all such Notes
are tendered, except for any Note (or portion thereof) the acceptance of which
would contravene (i) the Annual Put Limitation, if applied,
<PAGE>
or (ii) the Individual Put Limitation, if applied, with respect to the relevant
individual deceased owner of beneficial interests therein. If, as of the end of
any calendar year, the aggregate principal amount of Notes (or portions thereof)
that have been accepted pursuant to exercise of the Survivor's Option during
such year has not exceeded the Annual Put Limitation, if applied, for such year,
any exercise(s) of the Survivor's Option with respect to Notes (or portions
thereof) not accepted during such calendar year because such acceptance would
have contravened the Individual Put Limitation, if applied, with respect to an
individual deceased owner of beneficial interests therein will be accepted in
the order all such Notes (or portions thereof) were tendered, to the extent that
any such exercise would not trigger the Annual Put Limitation for such calendar
year. Any Note (or portion thereof) accepted for repayment pursuant to exercise
of the Survivor's Option will be repaid no later than the first Interest Payment
Date that occurs 20 or more calendar days after the date of such acceptance.
Each Note (or any portion thereof) tendered for repayment that is not accepted
in any calendar year due to the application of the Annual Put Limitation will be
deemed to be tendered in the following calendar year in the order in which all
such Notes (or portions thereof) were originally tendered, unless any such Note
(or portion thereof) is withdrawn by the Representative for the deceased owner
prior to its repayment. In the event that a Note (or any portion thereof)
tendered for repayment pursuant to valid exercise of the Survivor's Option is
not accepted, the Trustee will deliver a notice by first-class mail to the
registered holder thereof at its last known address as indicated in the Note
Register, that states the reason such Note (or portion thereof) has not been
accepted for payment.
Subject to the foregoing, in order for a Survivor's Option to be validly
exercised with respect to any Note (or portion thereof), the Trustee must
receive from the Representative of the deceased owner:
(1) a written request for repayment signed by the Representative,
and such signature must be guaranteed by a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD") or a commercial bank or trust company having an
office or correspondent in the United States,
(2) tender of the Note (or portion thereof) to be repaid,
(3) appropriate evidence satisfactory to the Trustee that (a) the
Representative has authority to act on behalf of the deceased beneficial
owner, (b) the death of such beneficial owner has occurred and (c) the
deceased was the owner of a beneficial interest in such Note at the time
of death,
(4) if applicable, a properly executed assignment or endorsement,
and
(5) if the beneficial interest in such Note is held by a nominee of
the deceased beneficial owner, a certificate satisfactory to the Trustee
from such nominee attesting to the deceased's ownership of a beneficial
interest in such Note.
Subject to GMAC's right hereunder to limit the aggregate principal amount
of Notes as to which exercises of the Survivor's Option shall be accepted in any
one calendar year, all questions
<PAGE>
as to the eligibility or validity of any exercise of the Survivor's Option will
be determined by the Trustee, in its sole discretion, which determination will
be final and binding on all parties.
The death of a person owning a Note in joint tenancy or tenancy by the
entirety with another or others will be deemed the death of the holder of the
Note, and the entire principal amount of the Note so held will be subject to
repayment, together with interest accrued thereon to the repayment date. The
death of a person owning a Note by tenancy in common will be deemed the death of
a holder of a Note only with respect to the deceased holder's interest in the
Note so held by tenancy in common; except that in the event a Note is held by
husband and wife as tenants in common, the death of either will be deemed the
death of the holder of the Note, and the entire principal amount of the Note so
held will be subject to repayment. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial interests of
ownership of a Note, will be deemed the death of the holder thereof for purposes
of this provision, regardless of the registered holder, if such beneficial
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act, community property or other
joint ownership arrangements between a husband and wife and trust arrangements
where one person has substantially all of the beneficial ownership interest in
the Note during his or her lifetime.
In the case of repayment pursuant to the exercise of the Survivor's
Option, for Notes represented by a Global Note, the Depositary or its nominee
will be the holder of such Note and therefore will be the only entity that can
exercise the Survivor's Option for such Note. To obtain repayment pursuant to
exercise of the Survivor's Option with respect to such Note, the Representative
must provide to the broker or other entity through which the beneficial interest
in such Note is held by the deceased owner;
(1) the documents described in clauses (1) and (3) of the third
preceding paragraph, and
(2) instructions to such broker or other entity to notify the
Depositary of such Representative's desire to obtain repayment pursuant to
exercise of the Survivor's Option.
Such broker or other entity will provide to the Trustee;
(1) the documents received from the Representative referred to in
clause (1) of the preceding paragraph, and
(2) a certificate satisfactory to the Trustee from such broker or
other entity stating that it represents the deceased beneficial owner.
Such broker or other entity will be responsible for disbursing any
payments it receives pursuant to exercise of the Survivor's Option to the
appropriate Representative. See "Description of Notes - Book-Entry; Delivery and
Form."
<PAGE>
A Representative may obtain the forms used to exercise the Survivor's
Option from The Chase Manhattan Bank, the Trustee, at 450 West 33rd Street, 15th
Floor, New York, New York 10001, or call the Global Trust Service Group at (212)
946-3159, during normal business hours.
ELIGIBILITY FOR STRIPPING
Certain issues of Notes designated by GMAC (the "Eligible Notes") will be
eligible to be separated ("stripped") into their separate Interest Components
and Principal Components (each as defined below) on the book-entry system of
DTC. The components of an Eligible Note are:
(a) each future interest payment due on or prior to the maturity
date or, if the Eligible Note is subject to redemption or principal
repayment prior to the maturity date, the first date on which the Eligible
Note is subject to redemption or repayment (in either case, the "Cut-off
Date") (each, an "Interest Component"), and
(b) the principal payment plus any interest payments due after the
Cut-off Date (the "Principal Component"). Each Interest Component and
Principal Component (each a "Component") will receive a CUSIP number.
An issue of Notes that DTC is capable of stripping on its book-entry
records may be designated by GMAC as eligible to be stripped into Components at
the time of original issuance of such Notes. GMAC is under no obligation,
however, to designate any issue of Notes as eligible to be stripped into
Components.
For an Eligible Note to be stripped into Components, the principal amount
of the Eligible Note must be in an amount that, based on the stated interest
rate of the Eligible Note, will produce an interest payment of $1,000 or an
integral multiple thereof on each Interest Payment Date for such Note.
In some cases, certain Interest Components of two or more issues of Notes
may be due on the same day. Such Interest Components may have the same or
different CUSIP numbers. It currently is expected that most Interest Components
due on the same day (regardless of Note issue) will have the same CUSIP number.
However, GMAC may designate Interest Components from an issue of Notes to
receive CUSIP numbers different than the CUSIP numbers of Interest Components
due on the same day from one or more other issues of Notes. GMAC also may
designate at any time that any or all Interest Components of issues of Notes
originally issued on or after a specified time will have CUSIP numbers different
than Interest Components of issues of Notes originally issued prior to such
time.
The Components may be maintained and transferred on the book-entry system
of DTC in integral multiples of $1,000. Payments on Components will be made in
U.S. dollars on the applicable payment dates (or the succeeding Business Day if
payment on the related Note is made on such succeeding Business Day as defined
in "Description of Notes - Glossary") by credit of the payment amount to DTC or
its nominee, as the case may be, as the registered owner of a Component. GMAC
expects that it will credit the accounts of the related participants for payment
<PAGE>
amounts in the same manner as for Notes represented by a Global Note as set
forth in "Description of Notes - Book-Entry; Delivery and Form" on page 14.
If any modification, amendment or supplement of the terms of an issue of
Notes requires any consent of holders of Notes, such consent with respect to
Notes that have been stripped is to be provided by the holders of Principal
Components. See "Modification of the Indenture." Holders of Interest Components
will have no right to give or withhold such consent.
Currently, at the request of a holder of a Principal Component and all
applicable unmatured Interest Components and on the Component holder's payment
of a fee (presently DTC's fee applicable to on-line book-entry securities
transfers), DTC will restore ("reconstitute") the Principal Components of a
stripped Note and the applicable unmatured Interest Components (all in
appropriate amounts) to such Note in fully constituted form. Generally, for
purposes of reconstituting a Note, the Principal Component of an issue of Notes
may be combined with either Interest Components of such issue or Interest
Components, if any, from other issues of Notes that have the same CUSIP numbers
as the unmatured Interest Components of such issue. Component holders wishing to
reconstitute Components into a Note also must comply with all applicable
requirements and procedures of DTC relating to the stripping and reconstitution
of securities.
The preceding discussion is based on GMAC's understanding of the manner in
which DTC currently strips and reconstitutes eligible securities on the Fed
Book-Entry System. DTC may cease stripping or reconstituting Eligible Notes or
may change the manner in which this is done or the requirements, procedures or
charges therefor at any time without notice.
PAYMENT OF ADDITIONAL AMOUNTS
GMAC will pay to the holder of any Note who is a United States Alien (as
defined below) such additional amounts (the "Additional Amounts") as may be
necessary in order that every net payment in respect of the principal, premium,
if any, or interest, if any, on such Note, after deduction or withholding by
GMAC or any Paying Agent for or on account of any present or future tax,
assessment or governmental charge imposed upon or as a result of such payment by
the United States or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in such Note to be then
due and payable before any such deduction or withholding for or on account of
any such tax, assessment or governmental charge; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply to:
(a) any tax, assessment or other governmental charge which would not
have been so imposed but for:
(1) the existence of any present or former connection between
such holder (or a fiduciary, settlor, beneficiary, member, or
shareholder of, or holder of a power over, such holder, if such
holder is an estate, trust, partnership or corporation) and the
United States, including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member, shareholder of, or holder
of a power) being or having been a citizen or resident or treated as
a resident thereof or being or having been engaged in a trade or
business therein or being or having been
<PAGE>
present therein or having or having had a permanent establishment
therein, or
(2) such holder's present or former status as a personal
holding company or foreign personal holding company or controlled
foreign corporation for United States Federal income tax purposes or
corporation which accumulates earnings to avoid United States
Federal income tax;
(b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the holder of such Note
for payment on a date more than 10 days after the date on which such
payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal
property or excise tax or any similar tax, assessment or governmental
charge;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments in respect of
principal of, premium, if any, or interest, if any, on any Note;
(e) any tax, assessment or other governmental charge imposed on
interest received by a holder or beneficial owner of a Note who actually
or constructively owns 10% or more of the total combined voting power of
all classes of stock of GMAC entitled to vote within the meaning of
Section 871(h)(3) of the Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with:
(1) certification, information, documentation, reporting
or other similar requirements concerning the nationality, residence,
identity or connection with the United States of the holder or
beneficial owner of the Note, if such compliance is required by
statute, or by regulation of the United States Treasury Department,
as a precondition to relief or exemption from such tax, assessment
or other governmental charge (including backup withholding) or
(2) any other certification, information, documentation,
reporting or other similar requirements under United States income
tax laws or regulations that would establish entitlement to
otherwise applicable relief or exemption from such tax, assessment
or other governmental charge;
(g) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of the principal of,
premium, if any, or interest, if any, on any Note, if such payment can be
made without such withholding by at least one other Paying Agent; or
<PAGE>
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g).
Nor will Additional Amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.
The term "United States Alien" means any person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, or a foreign partnership, one or more of the members of which is a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.
Any reference in this Prospectus or any applicable pricing supplement to
principal or interest or both in respect of the Notes shall be deemed to
include:
(1) a reference to any additional amounts which may be payable under
this heading "Payment of Additional Amounts,"
(2) in relation to Zero Coupon Notes, the Amortized Face Amount, and
(3) any premium and any other amounts which may be payable in
respect of the Notes.
The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes - Redemption for Tax
Reasons", GMAC shall not be required to make any payment with respect to any
tax, assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.
As used under this heading "Payment of Additional Amounts" and under the
headings "Description of Notes - Redemption for Tax Reasons" and "United States
Federal Taxation - Tax Consequences to Non-United States Persons," the term
"United States" means the United States of America (including the States and the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction. "United States person" means any individual who is
a citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States, or any
political subdivision thereof or any estate or trust the income of which is
subject to United States Federal income taxation regardless of its source and
"non-United States person" has the meaning set forth in "United States Federal
Taxation - Tax Consequences to Non-United States Persons" below.
<PAGE>
REDEMPTION FOR TAX REASONS
If, as a result of any change in or amendment to the laws (including any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision thereof or therein affecting taxation, or any change in
the official application or interpretation of such laws, including any official
proposal for such a change, amendment or change in the application or
interpretation of such laws, which change, amendment, application or
interpretation is announced or becomes effective after the date of this
Prospectus or which proposal is made after such date, or as a result of any
action taken by any taxing authority of the United States which action is taken
or becomes generally known after such date, or as a result of any action taken
by any taxing authority of the United States which action is taken or becomes
generally known after such date, or any commencement of a proceeding in a court
of competent jurisdiction in the United States after such date, whether or not
such action was taken or such proceeding was brought with respect to GMAC, there
is, in such case, in the written opinion of independent legal counsel of
recognized standing to GMAC, a material increase in the probability that GMAC
has or may become obligated to pay Additional Amounts (as described above under
"Description of Notes -- Payment of Additional Amounts"), and GMAC in its
business judgment, determines that such obligation cannot be avoided by the use
of reasonable measures available to GMAC, not including assignment of the Notes,
the Notes may be redeemed, as a whole but not in part, at the option of GMAC at
any time thereafter, upon notice to the Trustee and the holders of the Notes in
accordance with the provisions of the Indenture at a redemption price equal to
100% of the principal amount of the Notes to be redeemed together with accrued
interest thereon to the date fixed for redemption.
UNITED STATES FEDERAL TAXATION
GENERAL
In the opinion of the Company's tax counsel, the following general summary
describes the principal United States Federal income and estate tax consequences
of the ownership and disposition of the Notes. This summary provides general
information only and is directed solely to original holders purchasing Notes at
the "issue price" (as defined below) and who hold the Notes as capital assets
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"), and does not purport to discuss all United States Federal
income tax consequences that may be applicable to particular categories of
investors that may be subject to special rules, such as certain financial
institutions, insurance companies, dealers in securities, persons holding Notes
as part of a "straddle," conversion transaction, hedging or other integrated
transaction or persons who have ceased to be United States citizens or to be
taxed as resident aliens. In addition, the tax consequences of holding a
particular Note will depend, in part, on the particular terms of such Note as
set forth in the applicable pricing supplement.
Holders of Notes are advised to consult their own tax advisors with regard
to the application of the United States Federal income and estate tax laws to
their particular situations as well as any tax consequences arising under the
laws of any state, local or foreign tax jurisdiction.
This summary is based on the Code, United States Treasury Regulations
(including proposed and temporary regulations) promulgated thereunder, rulings,
official pronouncements and
<PAGE>
judicial decisions as of the date of this Prospectus. The authorities on which
this summary is based are subject to change or differing interpretations, which
could apply retroactively, so as to result in United States Federal income tax
consequences different from those discussed below.
TAX CONSEQUENCES TO U.S. HOLDERS
For purposes of the following discussion, "U.S. Holder" means a beneficial
owner of a Note that is:
(1) for United States Federal income tax purposes a citizen or
resident of the United States;
(2) a corporation, partnership or other entity created or organized
in or under the laws of the United States or of any political subdivision
thereof;
(3) an estate the income of which is subject to United States
Federal income taxation regardless of its source;
(4) a trust if (a) a court within the United States is able to
exercise primary supervision over the administration of the trust and (b)
one or more United States persons have the authority to control all
substantial decisions of the trust; or
(5) any other holder whose income with respect to a Note is
effectively connected with such holder's conduct of a United States trade
or business.
PAYMENTS OF INTEREST
Interest on a Note that is not an Original Issue Discount Note will
generally be taxable to a U.S. Holder as ordinary interest income at the time it
is accrued or is received in accordance with the U.S. Holder's method of
accounting for tax purposes.
All payments of interest on a Note that matures one year or less from its
date of issuance will be included in the stated redemption price at the maturity
of the Note and will be taxed in the manner described below under "Original
Issue Discount Notes".
Special rules governing the treatment of interest paid with respect to
Original Issue Discount Notes are described under "Original Issue Discount
Notes" below.
ORIGINAL ISSUE DISCOUNT NOTES
The following summary is generally based upon the Treasury Regulations
concerning the treatment of debt instruments issued with original issue discount
(the "OID Regulations"). Under the OID Regulations, a Note that has an "issue
price" that is less than its stated redemption price at maturity will generally
be considered to have been issued at an original issue discount. The "issue
price" of a Note is equal to the first price to the public (not including bond
houses, brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers) at which a substantial amount of
the Notes is sold for money. The stated redemption price at maturity of a Note
is generally equal to the sum of all payments to be made on such Note other than
"qualified stated interest" payments. With respect to a Note, "qualified stated
interest" is
<PAGE>
stated interest unconditionally payable in cash or property (other than debt
instruments of the issuer) at least annually during the entire term of the Note
and equal to the outstanding principal balance of the Note multiplied by a
single fixed rate of interest or certain variable rates of interest.
Notwithstanding the general definition of original issue discount above, a
Note will not be considered to have been issued with an original issue discount
if the amount of such original issue discount is less than a de minimis amount
equal to 0.25% of the stated redemption price at maturity multiplied by the
number of complete years to maturity (or, in the case of a Note providing for
payments prior to maturity of amounts other than qualified stated interest, the
weighted average maturity). Holders of Notes with less than a de minimis amount
of original issue discount will include such original issue discount in income,
as capital gain, on a pro rata basis as principal payments are made on the Note.
A U.S. Holder of an Original Issue Discount Note (other than certain U.S.
Holders of Short-Term Original Issue Discount Notes, as defined below) will be
required to include qualified stated interest in income at the time it is
received or accrued in accordance with such U.S. Holder's method of accounting.
A U.S. Holder of an Original Issue Discount Note that matures more than
one year from its date of issuance will be required to include original issue
discount in income as it accrues, in accordance with a constant yield method
based on a compounding of interest, before the receipt of cash payments
attributable to such income. The amount of original issue discount includible in
income is equal to the sum of the "daily portions" of the original issue
discount for each day during the taxable year on which the U.S. Holder held such
Note. The "daily portion" is the original issue discount for the "accrual
period" that is allocated ratably to each day in the accrual period. The
original issue discount for an accrual period is equal to the excess, if any, of
(a) the product of the "adjusted issue price" of an Original Issue Discount Note
at the beginning of such accrual period and its "yield to maturity" over (b) the
amount of any qualified stated interest allocable to the accrual period. The
"accrual period" is the interval (not to exceed one year) that ends no later
than the date of any scheduled payment of principal or interest. The Company
will specify the accrual period it intends to use in the applicable pricing
supplement but a U.S. Holder is not required to use the same accrual period for
purposes of determining the amount of original issue discount includible in its
income for a taxable year. The adjusted issue price of a Note at the beginning
of an accrual period is equal to the issue price of such Note, increased by the
aggregate amount of original issue discount with respect to such Note that
accrued in prior accrual periods and was previously includible in the income of
a U.S. Holder, and reduced by the amount of any payment on the Note in prior
accrual periods of amounts other than a payment of qualified stated interest.
Under these rules, U.S. Holders generally will have to include in income
increasingly greater amounts of original issue discount in successive accrual
periods.
Under the OID Regulations, a U.S. Holder may make an election (the
"Constant Yield Election") to include in gross income its entire return on a
Note (i.e., the excess of all remaining payments to be received on the Note over
the amount paid for the Note by such U.S. Holder) in accordance with a constant
yield method based on the compounding of interest. Special rules apply
<PAGE>
to elections made with respect to Notes with amortizable bond premium and U.S.
Holders considering such an election should consult their own tax advisor.
In general, a cash method U.S. Holder of an Original Issue Discount Note
that matures one year or less from its date of issuance (a "Short-Term Original
Issue Discount Note") is not required to accrue original issue discount on such
Note for United States Federal income tax purposes unless it elects to do so.
U.S. Holders who make such an election, U.S. Holders who report income for
United States Federal income tax purposes on the accrual method and certain
other U.S. Holders, including banks and dealers in securities, are required to
include original issue discount (including stated interest, if any) in income on
such Short-Term Original Issue Discount Notes as it accrues on a straight-line
basis, unless an election is made to use the constant yield method (based on a
daily compounding). In the case of a U.S. Holder who is not required and does
not elect to include original issue discount in income currently, any gain
realized on the sale, exchange or redemption of the Short-Term Original Issue
Discount Note will be ordinary income to the extent of the original issue
discount accrued. In addition, such U.S. Holder will be required to defer
deductions for any interest paid on indebtedness incurred to purchase or carry
Short-Term Original Issue Discount Notes in an amount not exceeding the deferred
interest income, until such deferred interest income is recognized.
Certain Notes may be redeemable at the option of the Company prior to the
maturity date, or repayable at the option of the U.S. Holder prior to the
maturity date (e.g., Notes with a Survivor's Option). Notes containing such
features may be subject to rules that differ from the general rules discussed
above. U.S. Holders intending to purchase Notes with any such features should
carefully examine the applicable pricing supplement and should consult with
their own tax advisors with respect to such features, since the tax consequences
with respect to original issue discount will depend, in part, on the particular
terms and the particular features of the purchased Note.
BOND PREMIUM
If a U.S. Holder purchases a Note for an amount that is greater than the
stated redemption price at maturity, such holder will be considered to have
purchased such Note with "amortizable bond premium" equal in amount to such
excess. A U.S. Holder may elect (in accordance with applicable Code provisions)
to amortize such premium over the remaining term of the Note (where such Note is
not callable prior to its maturity date), based on the U.S. Holder's yield to
maturity with respect to the Note. A U.S. Holder may generally use the
amortizable bond premium allocable to an accrual period to offset qualified
stated interest required to be included in the U.S. Holder's income with respect
to the Note in that accrual period. If the amortizable bond premium allocable to
an accrual period exceeds the amount of qualified stated interest allocable to
such accrual period, such excess would be allowed as a deduction for such
accrual period, but only to the extent of the U.S. Holder's prior interest
inclusions on the Note. Any excess is generally carried forward and allocable to
the next accrual period. If such Note may be called prior to maturity after the
U.S. Holder has acquired it, the amount of amortizable bond premium is
determined with reference to either the amount payable on maturity or, if it
results in a smaller premium, attributable to the period through the
<PAGE>
earlier call date with reference to the amount payable on the earlier call date.
A U.S. Holder who elects to amortize bond premium must reduce his tax basis in
the Note as described under "Sale, Exchange or Redemption of the Notes" below.
An election to amortize bond premium applies to all taxable debt obligations
held by the U.S. Holder at the beginning of the first taxable year to which the
election applies and thereafter acquired by the U.S. Holder and may be revoked
only with the consent of the Internal Revenue Service. If a holder makes a
Constant Yield Election for a Note with amortizable bond premium, such election
will result in a deemed election to amortize bond premium for all of the
holder's debt instruments with amortizable bond premium and may be revoked only
with the permission of the Internal Revenue Service.
SALE, EXCHANGE OR REDEMPTION OF THE NOTES
Upon the sale, exchange or redemption of a Note, a U.S. Holder will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or redemption (other than amounts representing
interest not previously included in income) and the U.S. Holder's adjusted tax
basis in the Note. A U.S. Holder's adjusted tax basis in a Note will generally
be the U.S. dollar cost of the Note to such U.S. Holder, increased by the amount
of any original issue discount previously includible in income by the U.S.
Holder with respect to such Note and reduced by any principal payments received
by the U.S. Holder, any amortizable bond premium used to offset qualified stated
interest and, in the case of an Original Issue Discount Note, by the amounts of
any other payments that do not constitute qualified stated interest.
In general, gain or loss realized on the sale, exchange or redemption of a
Note will be capital gain or loss (except in the case of a Short-Term Original
Issue Discount Note, to the extent of any original issue discount not previously
included in such U.S. Holder's taxable income). Prospective investors should
consult their tax advisors regarding the treatment of capital gains (which may
be taxed at lower rates than ordinary income for taxpayers who are individuals,
trusts or estates) and losses (the deductibility of which is subject to
limitation).
If a U.S. Holder disposes of only a portion of a Note pursuant to a
redemption or repayment (including the Survivor's Option, if applicable), such
disposition will be treated as a pro rata prepayment in retirement of a portion
of a debt instrument. Generally, the resulting gain or loss would be calculated
by assuming that the original Note being tendered consists of two instruments,
one that is retired (or repaid), and one that remains outstanding. The adjusted
issue price, U.S. Holder's adjusted basis, and the accrued but unpaid original
issue discount of the original Note, determined immediately before the
disposition, would be allocated between these two instruments based on the
portion of the instrument that is treated as retired by the pro rata prepayment.
ELIGIBLE NOTES STRIPPED INTO INTEREST AND PRINCIPAL COMPONENTS
The United States Federal income tax consequences to a U.S. Holder of the
ownership and disposition of Notes that are stripped into their separate
Interest Components and Principal Components will be summarized in the
applicable pricing supplement.
<PAGE>
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest (including original issue
discount) on a Note, and to payments of proceeds of the sale or redemption of a
Note, to certain non-corporate U.S. Holders. The Company, its agent, a broker,
the relevant Trustee or any paying agent, as the case may be, will be required
to withhold from any payment a tax equal to 31 percent of such payment if the
U.S. Holder fails to furnish or certify his correct taxpayer identification
number (social security number or employer identification number) to the payor
in the manner required, fails to certify that such U.S. Holder is not subject to
backup withholding, or otherwise fails to comply with the applicable
requirements of the backup withholding rules. Any amounts withheld under the
backup withholding rules from a payment to a holder may be credited against such
holder's United States Federal income tax and may entitle such holder to a
refund, provided that the required information is furnished to the United States
Internal Revenue Service.
TAX CONSEQUENCES TO NON-UNITED STATES PERSONS
As used herein, the term "non-United States person" means a beneficial
owner of a Note that is, for United States Federal income tax purposes:
(1) a nonresident alien individual;
(2) a foreign corporation;
(3) a nonresident alien fiduciary of a foreign estate or trust; or
(4) a foreign partnership one or more of the members of which is,
for United States Federal income tax purposes, a nonresident alien
individual, a foreign corporation or a nonresident alien fiduciary of a
foreign estate or trust.
INCOME AND WITHHOLDING TAX
Subject to the discussion of backup withholding below:
(a) payments of principal and interest (including original issue
discount, if any) on a Note that is beneficially owned by a non-United
States person will not be subject to United States Federal withholding tax
provided, that in the case of interest (including original issue discount,
if any):
(1) (i) the beneficial owner does not actually or
constructively own 10% or more of the total combined voting power of
all classes of stock of the Company entitled to vote,
(ii) the beneficial owner is not a controlled foreign
corporation that is related, directly or indirectly, to the Company
through stock ownership, and
(iii) either (A) the beneficial owner of the Note certifies
(generally on an IRS Form W-8) to the person otherwise required to
withhold United States Federal income tax from such interest, under
penalties of perjury, that it is not a United States person and
provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds
customers' securities in
<PAGE>
the ordinary course of its trade or business (a "financial
institution") and holds the Note certifies to the person otherwise
required to withhold United States Federal income tax from such
interest, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a financial
institution between it and the beneficial owner and furnishes the
payor with a copy thereof;
(2) the beneficial owner is entitled to the benefits of an
income tax treaty under which the interest is exempt from United
States Federal withholding tax and the beneficial owner of the Note
or such owner's agent provides an IRS Form 1001 claiming the
exemption; or
(3) the beneficial owner conducts a trade or business in the
United States to which the interest is effectively connected and the
beneficial owner of the Note or such owner's agent provides an IRS
Form 4224;
provided that in each such case, the relevant certification or IRS Form is
delivered pursuant to applicable procedures and is properly transmitted to
the person otherwise required to withhold United States Federal income
tax, and none of the persons receiving the relevant certification or IRS
Form has actual knowledge that the certification or any statement on the
IRS Form is false. After December 31, 2000, current IRS Forms W-8,
1001 and 4224 will no longer be valid and must be replaced by a new IRS
Form W-8, which may also be used prior to December 31, 2000;
(b) a non-United States person will not be subject to United States
Federal withholding tax on any gain realized on the sale, exchange or
other disposition of a Note unless the gain is effectively connected with
the beneficial owner's trade or business in the United States or, in the
case of an individual, the holder is present in the United States for 183
days or more in the taxable year in which the sale, exchange or other
disposition occurs and certain other conditions are met; and
(c) a Note owned by an individual who at the time of death is not,
for United States Federal estate tax purposes, a citizen or resident of
the United States generally will not be subject to United States Federal
estate tax as a result of such individual's death if the individual does
not actually or constructively own 10% or more of the total combined
voting power of all classes of stock of the Company entitled to vote and,
at the time of such individual's death, the income on the Note would not
have been effectively connected with a U.S. trade or business of the
individual.
With respect to the certification requirement referred to in subparagraph
(a), for Notes held by a foreign partnership, under current law, the Form W-8
may be provided by the foreign partnership. However, for interest and
disposition proceeds paid with respect to a Note after December 31, 2000, unless
the foreign partnership has entered into a withholding agreement with the
Internal Revenue Service, a foreign partnership will be required, in addition to
providing an intermediary Form W-8, to attach an appropriate certification by
each partner. Prospective investors, including foreign partnerships and their
partners, should consult their tax advisors regarding possible additional
reporting requirements.
<PAGE>
If a non-United States person holding a Note is engaged in a trade or
business in the United States, and if interest (including original issue
discount, if any) on the Note (or gain realized on its sale, exchange or other
disposition) is effectively connected with the conduct of such trade or
business, such holder, although exempt from the withholding tax discussed in the
preceding paragraphs, will generally be subject to regular United States income
tax on such effectively connected income in the same manner as if it were a
United States person. Such a holder may also need to provide a United States
taxpayer identification number on the forms referred to in paragraph (a) above
in order to meet the requirements set forth above. In addition, if such holder
is a foreign corporation, it may be subject to a 30% branch profits tax (unless
reduced or eliminated by an applicable treaty) of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments. For
purposes of the branch profits tax, interest on, and any gain recognized on the
sale, exchange or other disposition of, a Note will be included in the
effectively connected earnings and profits of such holder if such interest or
gain, as the case may be, is effectively connected with the conduct by such
holder of a trade or business in the United States.
Each holder of a Note should be aware that if it does not properly provide
the required IRS form, or if the IRS form (or, if permissible, a copy of such
form) is not properly transmitted to and received by the United States person
otherwise required to withhold United States Federal income tax, interest on the
Note may be subject to United States withholding tax at a 30% rate and the
holder (including the beneficial owner) will not be entitled to any additional
amounts from the Company described under the heading "Description of
Notes - Payment of Additional Amounts" with respect to such tax. Such tax,
however, may in certain circumstances be allowed as a refund or as a credit
against such holder's United States Federal income tax. The foregoing does not
deal with all aspects of federal income tax withholding that may be relevant to
foreign holders of the Notes. Investors are advised to consult their own tax
advisors for specific advice concerning the ownership and disposition of Notes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding (imposed at the rate of 31%) will not apply to payments
made by the Company or a paying agent to a holder in respect of a Note if the
certifications required by Section 871(h) and 881(c) of the Code, which are
described above, are received, provided in each case that the Company or the
paying agent, as the case may be, does not have actual knowledge that the payee
is a United States person.
Payments of the proceeds from the sale, exchange or other disposition of a
Note made to or through a foreign office of a broker generally will not be
subject to information reporting or backup withholding, except that if the
broker is a United States person, a controlled foreign corporation for United
States tax purposes, a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period or, in the case of payments made after December 31, 2000, a
foreign partnership with certain connections to the United States, then
information reporting will be required unless the broker has in its records
documentary evidence that the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment that such broker is
required to report if such broker has
<PAGE>
actual knowledge that the payee is a United States person. Payments to or
through the United States office of a broker are subject to information
reporting and backup withholding unless the holder or beneficial owner
certifies, under penalties of perjury, that it is a non-United States person and
that it satisfies certain other conditions or otherwise establishes an exemption
from information reporting and backup withholding.
Non-United States persons holding Notes should consult their tax advisors
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Backup withholding is
not a separate tax, but is allowed as a refund or credit against the holder's
United States Federal income tax, provided the necessary information is
furnished to the Internal Revenue Service.
Interest on a Note that is beneficially owned by a non-United States
person will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
The United States Federal income tax discussion set forth above is
included for general information only and may not be applicable depending upon a
holder's particular situation. Holders should consult their own tax advisors
with respect to the tax consequences to them of the ownership and disposition of
the Notes, including the tax consequences under state, local, foreign and other
tax laws and the possible effects of changes in federal or other tax laws.
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 GMAC's debt-to-equity ratio.
GMAC 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 GMAC of the
exporting of goods to or between, or the marketing thereof in, foreign
countries (other than Canada), in connection with which GMAC 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 to the basis for
the issuance of bankers' acceptances or in aid of other similar borrowing
arrangements;
<PAGE>
(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 GMAC 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 GMAC from any judgment or decree against it, or
in connection with other proceedings in actions at law or in equity by or
against GMAC;
(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 12.01 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting GMAC and the Trustee, with
the consent of the holders of not less than 66-2/3% in aggregate principal
amount of the Notes at the time outstanding under the Indenture, to modify the
Indenture or any supplemental indenture or the rights of the holders of the
Notes; provided that no such modification shall:
(1) change the fixed maturity of any such Note, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, without the consent of the holder of each such Note
so affected; or
(2) reduce the aforesaid percentage of Notes of any series
outstanding under the Indenture, 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 of, or premium, if any,
on, the Notes;
<PAGE>
(b) default for 30 days in payment of any interest on any of 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.)
In case an Event of Default 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 the Notes then outstanding may declare the principal amount
of the Notes 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 outstanding Notes except in a case of failure to pay principal of or
interest on such Notes for which payment had not been subsequently made.
(Section 6.06 of the Indenture.) GMAC is required to file with the Trustee
annually a certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 11.04 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 Noteholders, unless
such Noteholders 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 Chase Manhattan Bank is the Trustee under the Indenture. The Chase
Manhattan Bank acts as issuing and paying agent for GMAC's commercial paper
program, makes loans to, acts as trustee and performs certain other services
for, GMAC and certain of its affiliates in the normal course of its business. As
trustee of various trusts, it has purchased securities of GMAC and certain of
its affiliates.
CONCERNING THE PAYING AGENTS
GMAC shall maintain one or more Paying Agents for the payment of principal
of, and premium, if any, and interest, if any, on, the Notes. (Section 4.02 of
the Indenture.) GMAC has initially appointed The Chase Manhattan Bank as GMAC's
Paying Agent for the Notes.
<PAGE>
PLAN OF DISTRIBUTION
Under the terms of the Selling Agent Agreement dated as of August 12,
1999, the Notes are offered from time to time by GMAC through ABN AMRO
Incorporated, A.G. Edwards & Sons, Inc., Edward Jones & Co., L.P., Fidelity
Capital Markets, a division of National Financial Corporation, Prudential
Securities Incorporated and Salomon Smith Barney, who have agreed to use their
reasonable best efforts to solicit purchases of the Notes. GMAC may appoint
additional Agents to solicit sales of the Notes; provided, however, that any
such solicitation and sale of the Notes shall be on the same terms and
conditions to which the Agents have agreed. GMAC will pay the Agents a gross
selling concession to be divided among themselves as they shall agree. The
concession will be payable to the Purchasing Agent in the form of a discount
ranging from .20% to 2.50% of the non-discounted price for each Note sold. GMAC
will have the sole right to accept offers to purchase Notes and may reject any
proposed purchase of Notes in whole or in part. Each Agent will have the right,
in its discretion reasonably exercised, to reject any proposed purchase of Notes
in whole or in part. GMAC reserves the right to withdraw, cancel or modify the
offer without notice.
Following the solicitation of orders, the Agents, severally and not
jointly, may purchase Notes from GMAC through the Purchasing Agent as principal
for its own account. Unless otherwise set forth in the applicable pricing
supplement, such Notes will be resold to one or more investors and other
purchasers at a fixed public offering price. In addition, the Agents may offer
the Notes they have purchased as principal to other dealers. The Agents may sell
Notes to any such dealer at a discount and, unless otherwise specified in the
applicable pricing supplement, such discount allowed to any dealer will not,
during the distribution of the Notes, be in excess of the discount to be
received by such Agent from the Purchasing Agent. The Purchasing Agent may sell
Notes to any such dealer at a discount not in excess of the discount it received
from GMAC. After the initial public offering of Notes to be resold by an Agent
to investors and other purchasers, the public offering price (in the case of
Notes to be resold at a fixed public offering price), concession and discount
may be changed.
Each Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act. GMAC has agreed to indemnify the Agents against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Notes may be offered for sale in the United States and in those
jurisdictions where it is legal to make such offers. Only offers and sales of
the Notes in the United States, as part of the initial distribution thereof or
in connection with resales thereof under circumstances where the Prospectus and
the accompanying pricing supplement must be delivered, are made pursuant to the
Registration Statement of which the Prospectus, as supplemented by any pricing
supplement, is a part.
Each Agent has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers or sells the Notes or possesses or distributes this Prospectus
or the accompanying pricing supplement and will obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the Notes
under the
<PAGE>
laws and regulations in force in any jurisdiction to which it is subject or in
which it makes such purchases, offers or sales and neither GMAC nor any other
Agent shall have responsibility therefor.
Each Agent, severally and not jointly, represents and agrees that:
(a) it has not offered or sold and will not offer or sell any Notes
to persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the Notes except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which have not resulted and will not result
in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995;
(b) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Notes to a person who is a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 or is a person to whom such document may otherwise lawfully be
issued or passed on; and
(c) it has complied and will comply with all applicable provisions
of the Financial Services Act 1986 with respect to anything done by it in
relation to any Notes in, from or otherwise involving the United Kingdom.
Purchasers of the Notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the Issue Price set forth in any pricing supplement hereto.
No Note will have an established trading market when issued. GMAC does not
intend to apply for the listing of the Notes on any securities exchange in the
United States, but has been advised by the Agents that the Agents intend to make
a market in the Notes as permitted by applicable laws and regulations. The
Agents are not obligated to do so, however, and the Agents may discontinue
making a market at any time without notice. No assurance can be given as to the
liquidity of any trading market for any Notes. All secondary trading in the
Notes will settle in immediately available funds. See "Description of Notes
Global Clearance and Settlement Procedures."
Application may be made to list Notes on the Luxembourg Stock Exchange and
on such other or additional stock exchanges on which GMAC and the Purchasing
Agent may agree with respect to an issue. If such Notes are listed on a stock
exchange, it will be specified in the applicable pricing supplement.
In connection with an offering of the Notes, the rules of the Securities
and Exchange Commission permit the Purchasing Agent to engage in certain
transactions that stabilize the price of the Notes. Such transactions may
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Notes. If the Purchasing Agent creates a short position in the
Notes
<PAGE>
in connection with an offering of the Notes (i.e., if it sells a larger
principal amount of the Notes than is set forth on the cover page of the
applicable pricing supplement), the Purchasing Agent may reduce that short
position by purchasing Notes in the open market. In general, purchases of a
security for the purpose of stabilization or to reduce a syndicate short
position could cause the price of the security to be higher than it might
otherwise be in the absence of such purchases. The Purchasing Agent makes no
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Notes. In
addition, the Purchasing Agent makes no representation that, once commenced,
such transactions will not be discontinued without notice.
--------------
In the ordinary course of their respective businesses, affiliates of the
Agents have engaged, and will in the future engage, in commercial banking and
investment banking transactions with GMAC and certain of its affiliates.
LEGAL OPINIONS
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,
and for the Agents by Davis Polk & Wardwell. Mr. Darvick owns shares and holds
options to purchase shares of General Motors Corporation $1-2/3 par value common
stock. Davis Polk & Wardwell acts as counsel to the Executive Compensation
Committee of the Board of Directors of General Motors Corporation and has acted
as counsel to the Company and certain of its affiliates in various matters.
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, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the Registration Statement:
Securities and Exchange Commission registration fee... $ 1,356,306
Fees and expenses of Trustee.......................... 5,000
Printing Registration Statement, Prospectus and
other documents.................................... 40,000
Underwriter's counsel fees............................ 15,000
Accountants' fees..................................... 15,000
Rating Agencies' fees................................. 100,000
Miscellaneous expenses................................ 68,694
-----------
Total........................................... $ 1,600,000
===========
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:
(1) for any breach of the director's duty of loyalty to the
Company or its stockholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(3) under Section 174, or any successor provision thereto, of the
Delaware Corporation Law; or
(4) 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
<PAGE>
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.
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 Form of Selling Agent Agreement.
**4 Form of Indenture, dated as of September 24, 1996, between the
Company and The Chase Manhattan Bank, Trustee.
<PAGE>
*4(a)(1) First Supplemental Indenture, dated as of January 1, 1998, between
the Company and The Chase Manhattan Bank, Trustee incorporated by
reference to Registration Statement No. 333-48207.
**4(a)(2) Form of SmartNotes(sm) in global form included in Exhibit 4.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company.
8 Opinion and consent of tax counsel.
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 Chase Manhattan Bank.
99(a) Underwriter representations of compliance with Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.
*99(b) Form of pricing supplement included in Exhibit 1.
- -------------------
*Incorporated by reference from Registration Statement No. 333-48207 dated
March 18, 1998.
**Incorporated by reference from Registration Statement No. 333-12023 dated
September 19,1996.
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. 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
<PAGE>
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of the Company pursuant
to the provisions discussed in Item 15 above, or otherwise, the Company has been
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
<PAGE>
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 on Amendment No. 1
to 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 11th day of August, 1999.
GENERAL MOTORS ACCEPTANCE CORPORATION
s/ JOHN D. FINNEGAN
---------------------------------
(John D. Finnegan, Chairman of the Board and President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on August 11, 1999 by the following
persons in the capacities indicated.
Signature Title
s/ JOHN D. FINNEGAN
- ------------------------- Chairman of the Board, President
(John D. Finnegan ) and Director
s/ WILLIAM F. MUIR
- ------------------------- Executive Vice President, Chief
(William F. Muir) Financial Officer and Director
s/ GERALD E. GROSS
- ------------------------- Comptroller
(Gerald E. Gross) (Chief Accounting Officer)
s/ RICHARD J. S. CLOUT
- ------------------------- Executive Vice President
(Richard J. S. Clout) and Director
s/ ERIC A. FELDSTEIN
- ------------------------- Director
(Eric A. Feldstein)
<PAGE>
s/ JOHN E. GIBSON
- ------------------------- Executive Vice President
(John E. Gibson) and Director
s/ J. MICHAEL LOSH
- ------------------------- Director
(J. Michael Losh)
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/ G. RICHARD WAGONER
- ------------------------ Director
(G. Richard Wagoner)
s/ RONALD L. ZARRELLA
- ------------------------- Director
(Ronald L. Zarrella)
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
*1 Form of Selling Agent Agreement
**4 Form of Indenture, dated as of September 24, 1996, between the
Company and The Chase Manhattan Bank, Trustee
*4(a)(1) First Supplemental Indenture, dated as of January 1, 1998, between
the Company and The Chase Manhattan Bank, Trustee incorporated by
reference to Registration Statement No. 333-48207
**4(a)(2) Form of SmartNotes(sm) in global form included in Exhibit 4
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company
8 Opinion and Consent of Tax Counsel
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 Chase Manhattan Bank
99(a) Underwriter representations of compliance with Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended
*99(b) Form of pricing supplement included in Exhibit 1
- -----------------
*Incorporated by reference from Registration Statement No. 333-48207 dated
March 18, 1998
**Incorporated by reference from Registration Statement No. 333-12023 dated
September 19, 1996
EXHIBIT 5
GENERAL MOTORS ACCEPTANCE CORPORATION
3031 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
August 11, 1999
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 proposed issue and sale of
SmartNotes(tm) Due Nine Months to Thirty Years from Date of Issue (the "Notes")
pursuant to a Registration Statement filed this date, 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 September
24, 1996, with The Chase Manhattan Bank, Trustee, as amended by a First
Supplemental Indenture dated as of January 1, 1998, has been duly authorized,
executed and delivered and that the Notes, when duly executed and authenticated
as provided in the Indenture, 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 under the heading "Legal Opinions".
Very truly yours,
s/ Martin I. Darvick
-------------------------
Martin I. Darvick
Assistant General Counsel
EXHIBIT 8
August 11, 1999
General Motors Acceptance Corporation
3031 West Grand Boulevard
P.O. Box 33123
Detroit, MI 48232
Dear Sirs:
In connection with the General Motors Acceptance Corporation (the "Company")
Prospectus for the proposed issue and sale of SmartNotes(tm) Due Nine Months to
Thirty Years from Date of Issue (the "Notes"), I have acted as tax counsel to
the Company, and in that capacity have furnished certain opinions to it. I
hereby confirm to you that the opinion as set forth under the heading "United
States Federal Taxation" in the Prospectus covering such Notes which is part of
the registration statement to which this letter is attached as an exhibit. As
indicated in the opinion, the discussion sets forth a general summary of certain
United States Federal income tax consequences of the ownership and disposition
of the Notes as applied to original holders purchasing Notes at the issue price.
Holders are advised to consult their own tax advisors with regard to the
application of the income tax laws to their particular situations as well as any
tax consequences arising under the laws of any state, local or foreign tax
jurisdiction.
I hereby consent to the filing with the Securities and Exchange Commission of
this opinion as an exhibit to the Registration Statement, as amended, and to the
reference to tax counsel under the heading "United States Federal Taxation" in
the Prospectus. By providing the foregoing consent, I do not admit that tax
counsel fall within the category of persons whose consent is required under
section 7 of the Securities Act of 1933, as amended.
Yours very truly,
s/ James Aretakis
------------------
James Aretakis
Senior Tax Counsel
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
<TABLE>
Three Months
<CAPTION>
Ended
June 30,
1999 1998
<S> <C> <C>
Consolidated net income................................................................ $ 783.4 $ 714.0
Provision for income taxes............................................................. 497.4 328.6
Consolidated income before income taxes................................................ 1,280.8 1,042.6
Fixed Charges
Interest and discount.............................................................. 3,050.9 2,839.2
Portion of rentals representative of the interest factor........................... 54.8 37.7
Total fixed charges.................................................................... 3,105.7 2,876.9
Earnings available for fixed charges................................................... 4,386.5 3,919.5
Ratio of earnings to fixed charges..................................................... 1.41 1.36
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Consolidated net income*..................... $1,325.3 $1,301.1 $1,240.5 $1,031.0 $ 927.1
Provision for income taxes................... 611.7 912.9 837.2 752.2 512.7
Consolidated income before income
taxes........................................ 1,937.0 2,214.0 2,077.7 1,783.2 1,439.8
Fixed Charges
Interest and discount.................... 5,786.8 5,255.5 4,937.5 4,936.3 4,230.9
Portion of rentals representative of the
interest factor.......................... 79.2 69.8 77.8 54.5 51.2
Total fixed charges.......................... 5,866.0 5,325.3 5,015.3 4,990.8 4,282.1
Earnings available for fixed charges......... 7,803.0 $7,539.3 $7,093.0 $6,774.0 $5,721.9
Ratio of earnings to fixed charges........... 1.33 1.42 1.41 1.36 1.33
* Before cumulative effect of accounting change of ($7.4) million in 1994.
</TABLE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-84309 of General Motors Acceptance Corporation on
Form S-3 of our report dated January 20, 1999, appearing in the Annual Report on
Form 10-K of General Motors Acceptance Corporation for the year ended December
31, 1998 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
August 11, 1999
___________________________________________________________________
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 38-0572512
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
(Address of principal executive offices) (Zip Code)
___________________________________________________________________
SMARTNOTES, DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
(Title of the indenture securities)
____________________________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
- 3 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September
9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On July
14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan
Bank (National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 26th day of July, 1999.
THE CHASE MANHATTAN BANK
By ________________________________
James P. Freeman
Vice President
- 3 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September
9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On July
14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan
Bank (National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit
4 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, 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 26th day
of July, 1999.
THE CHASE MANHATTAN BANK
By /s/James P. Freeman
James P. Freeman
Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999, 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
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin....................................... $15,364
Interest-bearing balances............................... 3,811
Securities:..................................................
Held to maturity securities.................................. 1,084
Available for sale securities................................ 49,894
Federal funds sold and securities purchased under
agreements to resell.................................... 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income $131,839
Less: Allowance for loan and lease losses 2,642
Less: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance, and reserve.................................. 129,197
Trading Assets............................................... 45,483
Premises and fixed assets (including capitalized
leases)................................................. 3,124
Other real estate owned...................................... 242
Investments in unconsolidated subsidiaries and
associated companies.................................... 171
Customers' liability to this bank on acceptances
outstanding............................................. 974
Intangible assets............................................ 2,017
Other assets................................................. 12,477
TOTAL ASSETS................................................. $291,476
==========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices................................... $102,273
Noninterest-bearing................................$39,135
Interest-bearing....................................63,138
In foreign offices, Edge and Agreement,
subsidiaries and IBF's.................................... 74,586
Noninterest-bearing................................$ 4,221
Interest-bearing....................................70,365
Federal funds purchased and securities sold under agree-
ments to repurchase............................................ 41,039
Demand notes issued to the U.S. Treasury....................... 1,000
Trading liabilities............................................ 32,929
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less............. 4,353
With a remaining maturity of more than one year
through three years.................................. 14
With a remaining maturity of more than three years........ 92
Bank's liability on acceptances executed and outstanding....... 974
Subordinated notes and debentures.............................. 5,427
Other liabilities.............................................. 9,684
TOTAL LIABILITIES.............................................. 272,371
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock................................................... 1,211
Surplus (exclude all surplus related to preferred stock)...... 11,016
Undivided profits and capital reserves......................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities.......................... (179)
Accumulated net gains (losses) on cash flow hedges............. 0
Cumulative foreign currency translation adjustments............ 17
TOTAL EQUITY CAPITAL........................................... 19,105
TOTAL LIABILITIES AND EQUITY CAPITAL........................... $291,476
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
<PAGE>
EXHIBIT 99(a)
ABN AMRO Incorporated
208 South LaSalle Street
Chicago, IL 60604-1003
(312) 855-7600
July 23, 1999
Brian K. Walker
General Motors Acceptance Corporation
3031 West Grand Boulevard
Suite 695
Detroit, MI 48202
Dear Mr. Walker:
We confirm that ABN AMRO Incorporated, a dealer in the General Motors Acceptance
Corporation SmartNotes Program (the "Program"), has acted in compliance with
Rule 15c2-8 (the "Rule") under the Securities and Exchange Act of 1934, as
amended, solely to the extent the Rule is applicable in the offering of
SmartNotes under the Program.
Yours very truly,
s/Jeffrey P. Novak
- -------------------
Jeffrey P. Novak
Managing Director
<PAGE>
A.G. Edwards & Sons, Inc.
One North Jefferson
St. Louis, Missouri 63103
(314) 955-3000
July 28, 1999
General Motors Acceptance Corporation
Attn: Brian Walker
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Mr. Walker:
We confirm that A.G. Edwards & Sons, Inc., a dealer in the General Motors
Acceptance Corporation SmartNotes Program (the "Program"), has acted in
compliance with Rule 15C2-8 (the "Rule") under the Securities and Exchange
Act of 1934, as amended, solely to the extent the Rule is applicable in the
offering of SmartNotes under the Program.
Sincerely,
s/Karen C. Middleton
- --------------------
Karen C. Middleton
Vice President
<PAGE>
Edward Jones
12555 Manchester Road
St. Louis, MO 63131-3729
314-515-2000
www.edwardjones.com
July 27, 1999
Lisa Gracin
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Ms. Gracin:
We confirm that Edward Jones, a dealer in the General Motors Acceptance
Corporation SmartNotes Program (the "Program"), has acted in compliance with
Rule 15c2-8 (the "Rule") under the Securities and Exchange Act of 1934, as
amended, solely to the extent the Rule is applicable in the offering of
SmartNotes under the Program.
Sincerely yours,
s/Rebecca Heisler
- -------------
Rebecca Heisler
Product Specialist
<PAGE>
Fidelity Capital Markets
A division of National Financial Services Corporation. Member NYSE, SIPC.
Timothy A. Hogan
Senior Vice President
Syndicate
World Trade Center
164 Northern Avenue, ZT3
Boston, MA 02210
Phone: 617 563-0300
Fax: 617 476-9631
E-mail:[email protected]
July 26, 1999
Mr. Brian Walker
Manager, Demand Notes/SmartNotes Group
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Mr. Walker:
We confirm that Fidelity Capital Markets, a division of National Financial
Services Corporation, a dealer in the General Motors Acceptance Corporation
SmartNotes Program (the "Program"), has acted in compliance with Rule 15c2-8
(the "Rule") under the Securities and Exchange Act of 1934, as amended, solely
to the extent that the Rule is applicable in the offering of SmartNotes under
the Program.
Yours very truly,
s/Timothy A. Hogan
- --------------------
Timothy A. Hogan
Senior Vice President, Syndicate
Fidelity Capital Markets
<PAGE>
Frank P. Sinatra
Managing Director
Debt Transactions Group
Prudential Securities Incorporated
One New York Plaza
New York, NY 10292
Tel 212 778-3020
July 28, 1999
Mr. Martin Darvick
Assistant General Counsel
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Mr. Darvick:
We confirm that Prudential Securities Incorporated, a dealer in the General
Motors Acceptance Corporation SmartNotes Program (the "Program"), has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities and Exchange
Acts of 1934, as amended, solely to the extent the Rule is applicable in the
offering of SmartNotes under the Program.
Yours very truly,
s/Frank P. Sinatra
- ------------------
Frank P. Sinatra
<PAGE>
Salomon Smith Barney
A member of citigroup
July 30, 1999
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
We confirm that Salomon Smith Barney Inc., as a dealer in the General Motors
Acceptance Corporation SmartNotes Program (the "Program"), has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities and Exchange Act
of 1934, as amended, solely to the extent the Rule is applicable in the
offering of SmartNotes under the Program.
Sincerely,
SALOMON SMITH BARNEY INC.
By: s\Martha D. Bailey
---------------------
Martha D. Bailey
First Vice President
SALOMON SMITH BARNEY INC. Seven World Trade Center, New York, NY 10048
