AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1999
REGISTRATION NO. 333-70661
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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.
__________________
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/
<PAGE>
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
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TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER UNIT PRICE (2) FEE
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SmartNotes(sm), Due from
Nine Months to Thirty Years
from Date of Issue $1,397,865,000 100% $1,397,865,000 $388,606
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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 $1,500,000,000.
(1) The amount of Debt Securities being registered, together with
$102,135,000 Debt Securities registered on March 18, 1998 (Registration
No. 333-48207) and remaining unissued as of the date hereof, represents
the maximum aggregate principal amount of Debt Securities which, on or
after January 22, 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.
333-48207.
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT 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.
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<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS DATED JANUARY 22, 1999
PROSPECTUS
U.S.$1,500,000,000
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 factors
applicable pricing supplement, the beginning on page 9 in this prospectus
SmartNotes will not be listed on
any securities exchange, and there Per Note Total
can be no assurance that the -------- -----
SmartNotes offered will be sold Public Offering
or that there will be a secondary Price............ 100.00% $1,500,000,000-
market for the notes.
The Agents have advised GMAC that Agents' Discounts
they may from time to time purchase and Concessions.. .20% - $ 3,000,000-
and sell notes in the secondary 2.50% $ 37,500,000
market, but the Agents are not Proceeds, before
obligated to do so. No termination expenses, to General
date for the offering of the notes Motors Acceptance
has been established. Corporation....... 97.50% - $1,462,500,000-
99.80% $1,497,000,000
(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.
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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
January xx, 1999
<PAGE>
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The information contained in this prospectus is not complete and may be amended.
These securities may not be sold until the related registration statement filed
with the Securities and Exchange Commission or any applicable state securities
commission becomes effective. This prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any state where the offer or sale is
not permitted.
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<PAGE>
TABLE OF CONTENTS
PAGE
----
Summary .................................................................
Certain Risk Factors Existing When Notes are Redeemable at the
Option of GMAC ....................................................
Available Information ...................................................
Incorporation of Certain Documents by Reference .........................
Description of General Motors Acceptance Corporation ....................
Principal Executive Offices .............................................
Ratio of Earnings to Fixed Charges ......................................
Use of Proceeds .........................................................
Description of Notes ....................................................
United States Federal Taxation ..........................................
Certain Covenants as to Liens ...........................................
Modification of the Indenture ...........................................
Events of Default .......................................................
Concerning the Trustee ..................................................
Concerning the Paying Agents ............................................
Plan of Distribution ....................................................
Legal Opinions ..........................................................
Experts .................................................................
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 $1,500,000,000 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.
<PAGE>
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..................... 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").
Unless otherwise specified in the applicable
pricing supplement:
o 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
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.
<PAGE>
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."
Tax Status................... The Notes and payments thereon generally are
subject to taxation by the United States and
generally are not exempt from taxation
by other U.S. or non-U.S. taxing
jurisdictions. Non-U.S. Persons will be
subject to U.S. Federal income tax and
withholding tax unless they provide certain
certifications or statements.
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.
<PAGE>
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.
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.
<PAGE>
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, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, 1998, June 30,
1998 and September 30, 1998
Current Reports on Form 8-K Dated January 5, 1998, January 30, 1998,
April 27, 1998, October 13, 1998 and
January 21, 1999
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.
<PAGE>
PRINCIPAL EXECUTIVE OFFICES
General Motors Acceptance Corporation has its principal executive
offices at 3044 West Grand Boulevard, Detroit, Michigan 48202 (Tel. No.
313-556-5000).
RATIO OF EARNINGS TO FIXED CHARGES
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
1.34 1.45 1.42 1.41 1.36 1.33 1.33
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. This ratio
includes the earnings and fixed charges of GMAC and its consolidated
subsidiaries. Fixed charges consist of interest and discount and the portion of
rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
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 $1,500,000,000 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 $1,500,000,000 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;
<PAGE>
(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. 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
(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
<PAGE>
(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,
(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;
<PAGE>
(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;
"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.
<PAGE>
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, 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.
<PAGE>
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 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.
<PAGE>
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" 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.
<PAGE>
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.
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.
<PAGE>
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 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.
<PAGE>
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 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.
<PAGE>
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 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.
<PAGE>
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 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.
<PAGE>
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.
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 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
repay 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 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 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.
<PAGE>
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, 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,
<PAGE>
(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 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.
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;
<PAGE>
(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."
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.
<PAGE>
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 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.
<PAGE>
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 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;
<PAGE>
(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
(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
<PAGE>
(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.
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.
<PAGE>
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 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 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.
<PAGE>
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 is issued for an
amount 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 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.
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 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.
<PAGE>
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 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.
<PAGE>
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, and generally will not be required to include any original issue
discount in income. 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
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." 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).
<PAGE>
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.
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 an 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:
<PAGE>
(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 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, 1999 and, in certain
circumstances, after December 31, 1998, a new IRS Form W-8 will
replace current IRS Forms W-8, 1001 and 4224;
(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.
<PAGE>
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, 1999,
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.
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.
<PAGE>
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, 1999, 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 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:
<PAGE>
(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;
(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.)
<PAGE>
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;
(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.)
<PAGE>
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.
PLAN OF DISTRIBUTION
Under the terms of the Selling Agent Agreement dated as of January xx,
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 ABN AMRO Incorporated 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 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 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.
<PAGE>
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 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."
<PAGE>
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 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.
<PAGE>
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, 1997 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN 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......... $388,606
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...................................... 36,394
--------
Total..................................................... $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 involved by reason of the
fact that such person is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
fiduciary or member of any other corporation, partnership, joint venture, trust,
organization or other enterprise. The Company shall not be required to indemnify
a person in connection with a proceeding initiated by such person if the
proceeding was not authorized by the Board of Directors of the Company. The
Company shall pay the expenses of directors and officers incurred in defending
any proceeding in advance of its final disposition ("advancement of expenses");
provided, however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under Article VI of the By-Laws or otherwise. If
a claim for indemnification or advancement of expenses by an officer or director
under Article VI of the By-Laws is not paid in full within ninety days after a
written claim therefor has been received by the Company, the claimant may file
suit to recover the unpaid amount of such claim, and if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Company shall have the burden of proving that the claimant
was not entitled to the requested indemnification or advancement of expenses
under applicable law. The rights conferred on any person by Article VI of the
By-Laws shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Company's Certificate of
Incorporation or By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. The Company's obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer or employee
of another corporation, partnership, joint venture, trust, organization or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
organization or other enterprise.
<PAGE>
As a subsidiary of General Motors Corporation, the Company is insured
against liabilities which it may incur by reason of the foregoing provisions of
the Delaware General Corporation Law and directors and officers of the Company
are insured against some liabilities which might arise out of their employment
and not be subject to indemnification under said General Corporation Law.
Pursuant to resolutions adopted by the Board of Directors of General
Motors Corporation, that company to the fullest extent permissible under law
will indemnify, and has purchased insurance on behalf of, directors or officers
of the Company, or any of them, who incur or are threatened with personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974 or any amendatory or comparable legislation or regulation thereunder.
ITEM 16. EXHIBITS.
*1 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.
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of the Company pursuant
to the provisions discussed in Item 15 above, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefor,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director or officer of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director or officer in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Motors Acceptance Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
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 22nd day of January, 1999.
GENERAL MOTORS ACCEPTANCE CORPORATION
/s/ J. Michael Losh
----------------------------------------
(J. Michael Losh, Chairman of the Board)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 22, 1999 by the following
persons in the capacities indicated.
SIGNATURE TITLE
/s/ J. Michael Losh Chairman of the Board
- ------------------------- and Director
(J. Michael Losh)
/s/ John D. Finnegan President and Director
- -------------------------
(John D. Finnegan)
/s/ William F. Muir Executive Vice President, Chief
- ------------------------- Financial Officer and Director
(William F. Muir)
/s/ Gerald E. Gross Comptroller (Chief Accounting Officer)
- -------------------------
(Gerald E. Gross)
/s/ John G. Blahnik Director
- -------------------------
(John G. Blahnik)
/s/ Richard J. S. Clout Executive Vice President and Director
- -------------------------
(Richard J. S. Clout)
/s/ Eric A. Feldstein Director
- -------------------------
(Eric A. Feldstein)
/s/ John E. Gibson Executive Vice President and Director
- -------------------------
(John E. Gibson)
/s/ Harry J. Pearce Director
- -------------------------
(Harry J. Pearce)
/s/ W. Allen Reed Director
- -------------------------
(W. Allen Reed)
/s/ John F. Smith, Jr. Director
- -------------------------
(John F. Smith, Jr.)
/s/ G. Richard Wagoner, Jr. Director
- -------------------------
(G. Richard Wagoner, Jr.)
/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
January 22, 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
January 22, 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/ Robert N. Deitz
------------------
Robert N. Deitz
Senior Tax Counsel
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Nine Months Ended
September 30,
------------------
1998 1997
-------- --------
Consolidated net income ................................. $1,027.1 $1,022.3
Provision for income taxes .............................. 458.6 745.9
-------- --------
Consolidated income before income taxes ................. 1,485.7 1,768.2
-------- --------
Fixed Charges
Interest and discount ................................. 4,316.6 3,885.6
Portion of rentals representative
of the interest factor .............................. 58.8 47.6
-------- --------
Total fixed charges ..................................... 4,375.4 3,933.2
-------- --------
Earnings available for fixed charges .................... $5,861.1 $5,701.4
======== ========
Ratio of earnings to fixed charges ...................... 1.34 1.45
======== ========
Years Ended December 31,
------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
Consolidated net income* .. $1,301.1 $1,240.5 $1,031.0 $ 927.1 $ 981.1
Provision for income taxes 912.9 837.2 752.2 512.7 591.7
-------- -------- -------- -------- --------
Consolidated income before
income taxes ............ 2,214.0 2,077.7 1,783.2 1,439.8 1,572.8
-------- -------- -------- -------- --------
Fixed Charges
Interest and discount ... 5,255.5 4,937.5 4,936.3 4,230.9 4,721.2
Portion of rentals
representative of the
interest factor ....... 69.8 77.8 54.5 51.2 43.6
-------- -------- -------- -------- --------
Total fixed charges ....... 5,325.3 5,015.3 4,990.8 4,282.1 4,764.8
-------- -------- -------- -------- --------
Earnings available for
fixed charges ........... $7,539.3 $7,093.0 $6,774.0 $5,721.9 $6,337.6
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges ........... 1.42 1.41 1.36 1.33 1.33
======== ======== ======== ======== ========
* Before cumulative effect of accounting change of ($7.4) million in 1994.
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-70661 of General Motors Acceptance Corporation on
Form S-3 of our report dated January 26, 1998, appearing in the Annual Report
on Form 10-K of General Motors Acceptance Corporation for the year ended
December 31, 1997, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
January 22, 1999
Exhibit 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE 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
NEW CENTER ONE, SUITE 695
DETROIT, MICHIGAN 48202
(Address of principal executive offices) (Zip Code)
-------------------------------------------
DEBT SECURITIES
(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>
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 12th day of January, 1999.
THE CHASE MANHATTAN BANK
By S/R.J. HALLERAN
---------------------
R.J. HALLERAN
Second Vice President
<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 September 30, 1998, 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 ..................................... $ 11,951
Interest-bearing balances ............................. 4,551
Securities:
Held to maturity securities .............................. 1,740
Available for sale securities ............................ 48,537
Federal funds sold and securities purchased under
agreements to resell .................................. 29,730
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,379
Less: Allowance for loan and lease losses 2,719
Less: Allocated transfer risk reserve ......... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................ 124,660
Trading Assets ........................................... 51,549
Premises and fixed assets (including capitalized
leases) ............................................... 3,009
Other real estate owned .................................. 272
Investments in unconsolidated subsidiaries and
associated companies .................................. 300
Customers' liability to this bank on acceptances
outstanding ........................................... 1,329
Intangible assets ........................................ 1,429
Other assets ............................................. 13,563
--------
TOTAL ASSETS ............................................. $292,620
========
<PAGE>
LIABILITIES
Deposits
In domestic offices ................................... $98,760
Noninterest-bearing ........................ $39,071
Interest-bearing ........................... 59,689
-------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ................................ 75,403
Noninterest-bearing ........................ $3,877
Interest-bearing ........................... 71,526
------
Federal funds purchased and securities sold under agree-
ments to repurchase ...................................... 34,471
Demand notes issued to the U.S. Treasury ................. 1,000
Trading liabilities ...................................... 41,589
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ......... 3,781
With a remaining maturity of more than one year
through three years ................................... 213
With a remaining maturity of more than three years .... 104
Bank's liability on acceptances executed and outstanding . 1,329
Subordinated notes and debentures ........................ 5,408
Other liabilities ........................................ 12,041
TOTAL LIABILITIES ........................................ 274,099
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ............ 0
Common stock ............................................. 1,211
Surplus (exclude all surplus related to preferred stock) . 10,441
Undivided profits and capital reserves ................... 6,287
Net unrealized holding gains (losses)
on available-for-sale securities ......................... 566
Cumulative foreign currency translation adjustments ...... 16
TOTAL EQUITY CAPITAL ..................................... 18,521
-------
TOTAL LIABILITIES AND EQUITY CAPITAL ..................... $292,620
========
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 instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE )DIRECTORS
WILLIAM B. HARRISON, JR. )
EXHIBIT 99(a)
ABN AMRO Incorporated
208 South LaSalle Street
Chicago, IL 60604-1003
(312) 855-7600
January 7, 1999
Mr. Brian Walker
Manager, Capital Markets
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, 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
January 6, 1999
General Motors Acceptance Corporation
Attn: Brian Walker, Manager Capital Markets
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
Associate Vice President
<PAGE>
Edward Jones
12555 Manchester Road
St. Louis, MO 63131-3729
314-515-2000
www.edwardjones.com
January 12, 1999
Mr. Brian Walker
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Mr. Walker:
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/Kevin Flatt
- -------------
Kevin Flatt
Principal
<PAGE>
Fidelity Capital Markets
A division of National Financial Services Corporation. Member NYSE, SIPC.
World Trade Center
164 Northern Avenue, ZT3
Boston, MA 02210
Phone: 617 563-0300
Fax: 617 476-9631
January 6, 1999
Mr. Brian Walker
Manager, Capital Markets
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/Craig C. Messinger
- --------------------
Craig C. Messinger
Executive Vice President
<PAGE>
Prudential Securities Incorporated
One New York Plaza
New York, NY 10292
Tel 212 778-3020
January 6, 1999
Mr. Brian Walker
Manager Capital Markets
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Mr. Walker:
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
Managing Director
Debt Transactions Group
<PAGE>
Salomon Smith Barney
A Member of Travelers Group
January 7, 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,
s\Martha D. Bailey
- -------------------
Martha D. Bailey
First Vice President
SALOMON SMITH BARNEY INC. Seven World Trade Center, New York, NY 10048
