<PAGE>
Filed pursuant to Rule 424b2
Registration No: 333-75463
PROSPECTUS SUPPLEMENT
(To prospectus dated April 15, 1999)
(Pounds)200,000,000
General Motors Acceptance Corporation
6.875% Notes Due September 9, 2004
---------------
The notes will mature on September 9, 2004. Interest will accrue from
September 9, 1999 at the rate of 6.875% per year payable semi-annually in
arrears on March 9 and September 9 of each year, commencing on March 9, 2000.
The notes will not be redeemable prior to maturity unless certain events occur
involving United States taxation.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
---------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price (1)................... 99.368% (Pounds)198,736,000
Underwriting discount....................... .325% (Pounds)650,000
Proceeds, before expenses, to General Motors
Acceptance Corporation..................... 99.043% (Pounds)198,086,000
</TABLE>
(1) Plus accrued interest, if any, from September 9, 1999
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery on or about September 9, 1999 only
through The Depository Trust Company, the Euroclear System or Cedelbank.
---------------
Joint Leads
Barclays Capital Merrill Lynch International
Co-lead Managers
Deutsche Bank HSBC Markets
J.P. Morgan Securities Ltd. Morgan Stanley Dean Witter
Salomon Smith Barney International Warburg Dillon Read
The activities of the underwriters of the notes are being jointly led by
Barclays Capital and Merrill Lynch International.
---------------
The date of this prospectus supplement is September 2, 1999.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Incorporation of Certain Documents by Reference............................ S-2
Directors of GMAC.......................................................... S-3
Ratio of Earnings to Fixed Charges......................................... S-3
Consolidated Capitalization of GMAC........................................ S-4
Selected Consolidated Financial Data....................................... S-5
Currency Conversions and Foreign Exchange Risks............................ S-6
Use of Proceeds............................................................ S-7
Description of Notes....................................................... S-8
Clearing & Settlement...................................................... S-8
United States Federal Taxation............................................. S-16
Underwriting............................................................... S-20
General Information........................................................ S-22
Legal Opinions............................................................. S-23
Prospectus
<CAPTION>
Page
----
<S> <C>
Principal Executive Offices................................................ 1
Available Information...................................................... 1
Incorporation of Certain Documents by Reference............................ 2
Description of General Motors Acceptance Corporation....................... 2
Ratio of Earnings to Fixed Charges......................................... 3
Use of Proceeds............................................................ 3
Description of Debt Securities............................................. 3
Description of Warrants.................................................... 8
Plan of Distribution....................................................... 9
Experts.................................................................... 10
</TABLE>
Unless the context indicates otherwise, the words "GMAC", "we", "our",
"ours" and "us" refer to General Motors Acceptance Corporation.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you different information or to make any additional representations. We are
not, and the underwriters are not, making an offer of any securities other than
the notes. This prospectus supplement is part of and must be read in
conjunction with the accompanying prospectus dated April 15, 1999. You should
not assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as the information incorporated by reference,
is accurate as of any date other than the date on the front cover of this
prospectus supplement.
The distribution of this prospectus supplement and the prospectus and the
offering of the notes may be restricted in certain jurisdictions. You should
inform yourself about and observe any such restrictions. This prospectus
supplement and the prospectus do not constitute, and may not be used in
connection with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation.
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We accept full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and, having made all reasonable inquiries, confirm that
to the best of our
S-1
<PAGE>
knowledge and belief there are no other facts the omission of which would make
any statement contained in this prospectus supplement and the accompanying
prospectus misleading.
Unless otherwise specified or the context otherwise requires, references
in this prospectus supplement and accompanying prospectus to "dollars", "$" and
"U.S.$" are to United States dollars. Unless otherwise specified or the context
otherwise requires, references in this prospectus supplement and accompanying
prospectus to "Sterling" and "(Pounds)" are to Pounds Sterling.
Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate by reference" information we file with
them, which means that we can disclose important information to you by
referring you to those documents, including our annual, quarterly and current
reports, that are considered part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC. These documents contain important information
about General Motors Acceptance Corporation and its finances.
<TABLE>
<CAPTION>
SEC Filings Period
- ----------- ------
<S> <C>
Annual Report on Form
10-K................... Year ended December 31, 1998
Quarterly Report on Form Six Months ended June 30, 1999 Quarter ended
10-Q................... March 31, 1999 and June 30, 1999
Current Reports on Form Dated January 21, 1999, April 15, 1999, April 22, 1999,
8-K.................... June 8, 1999 and July 20, 1999
</TABLE>
You may, at no cost, request a copy of the documents incorporated by
reference in this prospectus, except exhibits to such prospectus, by writing or
telephoning the office of G.E. Gross, Comptroller, at the following address and
telephone number:
General Motors Acceptance Corporation
3044 West Grand Boulevard
Mail code 482-1x1-103
Detroit, Michigan 48202
Tel: (313) 556-1240
This prospectus supplement and accompanying prospectus, together with the
documents incorporated by reference, will be available free of charge at the
office of Banque Generale du Luxembourg S.A., 50 Avenue J. F. Kennedy, L-2951,
Luxembourg.
S-2
<PAGE>
Directors of GMAC
<TABLE>
<CAPTION>
Name Position
---- --------
<C> <S>
Richard J.S. Clout...... Executive Vice President
Eric A. Feldstein....... Vice President and Treasurer, General Motors
Corporation
John D. Finnegan........ Chairman and President, General Motors Acceptance
Corporation and Executive Vice President, General
Motors Corporation
John E. Gibson.......... Executive Vice President
J. Michael Losh......... Executive Vice President and Chief Financial Officer,
General Motors Corporation
William F. Muir......... Executive Vice President and Chief Financial Officer
Harry J. Pearce......... Vice Chairman, General Motors Corporation
W. Allen Reed........... Vice President and Chief Investment Funds Officer,
General Motors Corporation
John F. Smith, Jr....... Chairman and Chief Executive Officer, General Motors
Corporation
G. Richard Wagoner, Jr.. President and Chief Operating Officer, General Motors
Corporation
Ronald L. Zarrella...... Executive Vice President and President of GM North
America, General Motors Corporation
</TABLE>
The above Directors do not hold any significant positions outside of
General Motors Corporation, GMAC and their respective subsidiaries.
The business address of each Director and the location of GMAC's
principal executive offices is 3044 West Grand Boulevard, Detroit, Michigan
48202, United States.
Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Six Months Ended Years Ended
June 30, December 31,
---------------------------- ---------------------------------------------------------
1999 1998 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
1.41 1.36 1.33 1.42
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges.
See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus
for additional information.
S-3
<PAGE>
Consolidated Capitalization of GMAC
(Unaudited)
(In millions of U.S. Dollars)
<TABLE>
<CAPTION>
June 30,
1999
----------
<S> <C>
Notes, Loans and Debentures
Payable within one year.......................................... $ 56,809.4
Payable after one year........................................... 52,315.3
----------
Total notes, loans and debentures.............................. $109,124.7
----------
Stockholder's Equity
Common stock, $.10 par value (authorized 10,000 shares,
outstanding 10 shares) and paid-in capital...................... $ 2,200.0
Net income retained for use in the business...................... 8,060.0
Net unrealized gains on securities............................... 335.6
Unrealized accumulated foreign currency translation adjustment... (221.8)
----------
Total stockholder's equity..................................... $ 10,373.8
----------
Total Capitalization............................................... $119,498.5
==========
</TABLE>
There has been no material change in the consolidated capitalization of
GMAC since June 30, 1999.
S-4
<PAGE>
Selected Consolidated Financial Data
The following table sets forth our selected financial data derived from
the audited consolidated financial statements for the two years ended December
31, 1998 and 1997 and from unaudited financial statements for the six months
ended June 30, 1999 and 1998. We do not publish non-consolidated financial
statements. We believe that all adjustments necessary for the fair presentation
thereof have been made to the unaudited financial data. The results for the
interim period ended June 30, 1999 are not necessarily indicative of the
results for the full year. The following information should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in the accompanying prospectus. See "Incorporation of
Certain Documents by Reference" in the accompanying prospectus.
<TABLE>
<CAPTION>
Six Months Ended June Years Ended December
30, 31,
---------------------- ----------------------
1999 1998 1998 1997
---------- ---------- ---------- ----------
(in millions of U.S. Dollars)
<S> <C> <C> <C> <C>
Balance Sheet Data (1):
Cash and Cash Equivalents..... $ 2,684.2 $ 873.0 $ 618.1 $ 759.2
---------- ---------- ---------- ----------
Earning Assets
Investments in securities..... 8,362.6 7,855.4 8,681.9 7,896.1
Finance receivables, net...... 74,865.7 60,554.5 71,101.2 59,048.9
Investment in operating
leases, net.................. 28,385.3 27,723.5 27,925.8 25,981.4
Notes receivable from General
Motors Corporation 2,992.5 2,718.5 2,270.5 551.7
Real estate mortgages--held
for sale..................... 5,444.2 3,938.0 7,969.7 5,119.5
- --held for investment......... 1,536.7 793.0 1,296.7 713.0
- --lending receivables......... 1,448.6 1,825.8 2,063.6 2,222.9
Due and deferred from
receivable sales, net........ 110.1 240.0 111.5 690.5
Other......................... 3,908.4 2,450.3 3,683.7 1,807.6
---------- ---------- ---------- ----------
Total earning assets........ 127,054.1 108,099.0 125,104.6 104,031.6
---------- ---------- ---------- ----------
Nonearning assets........... 6,259.3 5,366.4 5,694.8 4,528.5
---------- ---------- ---------- ----------
Total Assets.............. $135,997.6 $114,338.4 $131,417.5 $109,319.3
========== ========== ========== ==========
Notes, loans and debentures
payable within one year...... $ 56,809.4 $ 52,241.5 $ 60,816.7 $ 50,399.5
---------- ---------- ---------- ----------
Accounts Payable and Other
Liabilities
General Motors Corporation and
affiliated companies......... 521.8 1,738.6 929.6 698.9
Interest...................... 1,418.5 1,225.1 1,264.2 1,101.8
Insurance losses and loss
expenses..................... 1,989.0 2,044.1 2,062.7 2,125.3
Unearned insurance premiums... 1,932.3 1,858.0 1,855.6 1,804.1
Deferred income taxes......... 3,204.8 2,656.4 2,842.9 2,577.1
United States and foreign
income and other taxes
payable...................... 469.0 155.7 570.7 321.2
Other postretirement
benefits..................... 695.7 676.5 685.3 652.6
Other......................... 6,268.0 5,090.4 5,241.7 4,607.5
---------- ---------- ---------- ----------
Total accounts payable and
other liabilities............ 16,499.1 15,444.8 15,452.7 13,888.5
---------- ---------- ---------- ----------
Notes, loans and debentures
payable after one year 52,315.3 37,322.3 45,356.5 36,275.2
---------- ---------- ---------- ----------
Common stock, $.10 par value
(authorized 10,000 shares,
outstanding 10 shares) and
paid-in capital 2,200.0 2,200.0 2,200.0 2,200.0
Net income retained for use in
the business................. 8,060.0 6,890.3 7,351.6 6,326.3
Net unrealized gains on
securities................... 335.6 408.2 381.5 368.5
Unrealized accumulated foreign
currency translation
adjustment................... (221.8) (168.7) (141.5) (138.7)
---------- ---------- ---------- ----------
Accumulated other
comprehensive income......... 113.8 239.5 240.0 229.8
---------- ---------- ---------- ----------
Total stockholder's equity.. 10,373.8 9,329.8 9,791.6 8,756.1
---------- ---------- ---------- ----------
Total Liabilities and
Stockholder's Equity..... $135,997.6 $114,338.4 $131,417.5 $109,319.3
========== ========== ========== ==========
</TABLE>
- --------
(1) Certain amounts for 1997 have been reclassified to conform with 1998
classifications. Certain amounts for 1998 have been reclassified to conform
with 1999 classifications.
S-5
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended Years Ended
June 30, December 31,
----------------- -----------------
1999 1998 1998 1997
-------- -------- -------- --------
(in millions of U.S. Dollars)
<S> <C> <C> <C> <C>
Income Statement Data (1):
Financing Revenue
Retail and lease financing................ $2,075.1 $1,852.3 $3,868.8 $3,570.5
Operating leases.......................... 3,592.3 3593.6 7,233.0 7,260.5
Wholesale and term loans.................. 970.9 865.6 1,628.9 1,745.6
-------- -------- -------- --------
Total automotive financing revenue...... 6,638.3 6,311.5 12,730.7 12,576.6
Interest and discount..................... 3,050.9 2,839.2 5,786.9 5,255.5
Depreciation on operating leases.......... 2,350.2 2,339.1 4,692.4 4,677.5
-------- -------- -------- --------
Net automotive financing revenue........ 1,237.2 1,133.2 2,251.4 2,643.6
Insurance premiums earned................. 888.8 950.8 1,858.4 1,360.4
Mortgage revenue.......................... 1,458.5 917.9 2,029.9 1,498.7
Other income.............................. 739.5 667.7 1,294.9 1,159.7
-------- -------- -------- --------
Net Financing Revenue and Other......... 4,324.0 3,669.6 7,434.6 6,662.4
-------- -------- -------- --------
Expenses
Salaries and benefits..................... 794.1 610.6 1,167.0 1,050.4
Other operating expenses.................. 1,334.1 1,061.5 2,350.3 1,801.8
Insurance losses and loss adjustment
expenses................................. 685.3 726.2 1,517.2 1,073.5
Provision for credit losses............... 229.7 228.7 463.1 522.7
-------- -------- -------- --------
Total expenses.......................... 3,043.2 2,627.0 5,497.6 4,448.4
Income before income taxes................ 1,280.8 1,042.6 1,937.0 2,214.0
United States, foreign and other income
taxes.................................... 497.4 328.6 611.7 912.9
-------- -------- -------- --------
Net Income.............................. 783.4 714.0 1,325.3 1,301.1
Net income retained for use in the
business at beginning of the period...... 7,351.6 6,326.3 6,326.3 5,775.2
-------- -------- -------- --------
Total..................................... 8,135.0 7,040.3 7,651.6 7,076.3
Cash dividends............................ 75.0 150.0 300.0 750.0
-------- -------- -------- --------
Net Income Retained for Use in the
Business at End of the Period.......... $8,060.0 $6,890.3 $7,351.6 $6,326.3
======== ======== ======== ========
</TABLE>
- --------
(1) Certain amounts for 1997 have been reclassified to conform with 1998
classifications. Certain amounts for 1998 have been reclassified to conform
with 1999 classifications.
Currency Conversions and Foreign Exchange Risks
Currency Conversions
Subject to the following paragraph, while interests in the DTC Notes (as
defined below) are held through the DTC Global Note (as defined below), all
payments in respect of such DTC Notes will be made in U.S. dollars. As
determined by the Exchange Agent (as defined below) under the terms of the
Fiscal Agency Agreement (as defined below), the amount of U.S. dollars payable
in respect of any particular payment under the DTC Notes will be equal to the
amount of Pounds Sterling otherwise payable exchanged into U.S. dollars at the
(Pounds)/U.S.$ rate of exchange prevailing as at 11:00 a.m. (New York City
time) on the day which is two Business Days (as defined below) prior to the
relevant payment date, less any costs incurred by the Exchange Agent (as
defined below) for such conversion (to be shared pro rata among the holders of
DTC Notes accepting U.S. dollar payments in the proportion of their respective
holdings), all as set out in more detail in the Fiscal Agency Agreement. If an
exchange rate bid quotation is not available, the Registrar (as defined below)
shall obtain a bid quotation from a leading foreign exchange bank in The City
of New York selected by the Registrar for such purpose after consultation with
GMAC. If no bid quotation from a leading foreign exchange bank is available,
payment
S-6
<PAGE>
will be in Sterling to the account or accounts specified by DTC to the
Registrar. Until such account or accounts are so specified, the funds still
held by the Registrar shall bear interest at the rate of interest quoted by the
Registrar for deposits with it on an overnight basis to the extent that the
Registrar is reasonably able to reinvest such funds. The term "Business Day"
means any day on which commercial banks and foreign exchange markets settle
payments in New York City and London.
Notwithstanding the above, the holder of a beneficial interest in the DTC
Notes may elect to receive payment or payments under such DTC Note in Pounds
Sterling by notifying the DTC participant through which its Notes are held on
or prior to the applicable Record Date (as defined below) of (i) such
investor's election to receive all or a portion of such payment in Pounds
Sterling, and (ii) wire transfer instructions to a Pounds Sterling account in
the United Kingdom. DTC must be notified of such election and wire transfer
instructions on or prior to the third New York Business Day (as defined below)
after such Record Date for any payment of interest, and, or prior to the
twelfth day prior to the payment of principal. DTC will notify the Fiscal Agent
(as defined below) and the Paying Agent (as defined below) of such election and
wire transfer instructions on or prior to 5:00 p.m. New York City time on the
fifth New York Business Day after such Record Date for any payment of interest
and on or prior to 5:00 p.m. New York City time on the tenth day prior to the
payment of principal. If complete instructions are forwarded to DTC through DTC
participants and by DTC to the Fiscal Agent and the Paying Agent on or prior to
such dates, such investor will receive payment in Pounds Sterling outside DTC;
otherwise, only U.S. dollar payments will be made by the Fiscal Agent to DTC.
All costs of such payment by wire transfer will be borne by holders of
beneficial interests receiving such payments by deduction from such payments.
For purposes of this paragraph, "New York Business Day" means any day other
than a Saturday or Sunday or a day on which banking institutions in New York
City are authorized or required by law or executive order to close.
Investors will be subject to foreign exchange risks as to payments in
respect of principal and interest that may have important consequences to them.
See "--Foreign Exchange Risks" below.
Foreign Exchange Risks
An investment in the Notes, which are denominated in, and all payments in
respect of which are to be made in, a currency other than the currency of the
country in which the purchaser is resident or the currency in which the
purchaser conducts its business or activities (the "home currency"), entails
significant risks that are not associated with a similar investment in a
security denominated in the home currency. Such risks include, without
limitation, the possibility of significant changes in rates of exchange between
the home currency and the Pound Sterling and the possibility of the imposition
or modification of foreign exchange controls with respect to the Pound
Sterling. Such risks generally depend on economic and political events over
which GMAC has no control. In recent years, rates of exchange for certain
currencies have been highly volatile and such volatility may be expected to
continue in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative, however, of fluctuations
in such rate that may occur during the term of the Notes. Depreciation of the
Pound Sterling against the relevant home currency could result in a decrease in
the effective yield of such Note below its coupon rate and, in certain
circumstances, could result in a loss to the investor on a home currency basis.
The description of foreign currency risks does not describe all the risks
of an investment in securities denominated in a currency other than the home
currency. Prospective investors should consult their own financial and legal
advisors as to the risks involved in an investment in the Notes.
Use of Proceeds
We will receive net proceeds before expenses of (Pounds)198,086,000. We
estimate that our expenses will be approximately $250,000.
S-7
<PAGE>
Description of Notes
General
The following description of the particular terms of the 6.875% Notes Due
September 9, 2004 (the "Notes") offered hereby supplements and, to the extent
that the terms are inconsistent, replaces, the description of the general terms
and provisions of the Debt Securities set forth in the accompanying prospectus.
The Notes are part of the Debt Securities registered by GMAC in April 1999 to
be issued on terms to be determined at the time of sale.
The Notes offered hereby will be issued in an aggregate principal amount
of (Pounds)200,000,000 pursuant to an Indenture dated as of July 1, 1982, as
amended, which is more fully described in the accompanying prospectus and the
Notes have been authorized and approved by resolution of our Board of Directors
dated March 30, 1999.
The Indenture and the Notes are governed by, and construed in accordance
with, the laws of the State of New York, United States.
The Notes will be redeemed at par on September 9, 2004. The Notes are not
redeemable by GMAC prior to maturity unless certain events occur involving U.S.
taxation. See "--Redemption for Tax Reasons." The Notes will bear interest,
calculated on the basis of a 360-day year consisting of twelve 30-day months,
from September 9, 1999 at the rate of 6.875% per annum, payable on March 9 and
September 9 of each year, commencing March 9, 2000, to the person in whose name
the Notes are registered at the close of business on the fifteenth day of the
calendar month next preceding such March and September.
A fiscal agency agreement dated as of September 9, 1999 (the "Fiscal
Agency Agreement") will be entered into in relation to the Notes between GMAC,
Citibank, N.A. London office as registrar (the "Registrar"), fiscal agent (the
"Fiscal Agent") and exchange agent (the "Exchange Agent") and the other paying
agents named therein (together with the Fiscal Agent, the "Paying Agents"). A
copy of the Fiscal Agency Agreement will be available for inspection at the
office of Banque Generale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951,
Luxembourg.
In these terms, "Registrar", "Fiscal Agent", "Paying Agent" and "Exchange
Agent" shall include any successors appointed from time to time in accordance
with the provisions of the Fiscal Agency Agreement, and any reference to an
"Agent" or "Agents" shall mean any or all (as applicable) of such persons.
The Noteholders are bound by, and are deemed to have notice of, the
provisions of the Fiscal Agency Agreement. Copies of the Fiscal Agency
Agreement are available for inspection during usual business hours at the
principal office of the Fiscal Agent.
Clearing and Settlement
Book-Entry, Delivery and Form
The information set out below in connection with DTC, Euroclear and
Cedelbank (together, the "Clearing Systems") is subject to any change in or
reinterpretation of the rules, regulations and procedures of the Clearing
Systems currently in effect. The information in this section concerning the
Clearing Systems has been obtained from sources that we believe to be reliable,
but neither we nor any underwriter takes any responsibility for the accuracy
thereof. Investors wishing to use the facilities of any of the Clearing Systems
are advised to confirm the applicability of the rules, regulations and
procedures of the relevant Clearing System. Neither GMAC nor any other party to
the Fiscal Agency Agreement will have any responsibility or liability for any
aspect of the records relating to, or payments made on account of interests in
the Notes held through the facilities of any Clearing System or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
S-8
<PAGE>
General
The Notes will be offered and sold in registered form in denominations of
(Pounds)1000 and integral multiples thereof. Notes which are offered and sold
outside the United States (the "International Notes") will be represented by
beneficial interests in a fully registered permanent global note (the
"International Global Note") without interest coupons attached, which will be
registered in the name of Citivic Nominees Limited, as nominee for, and shall
be deposited on or about September 9, 1999 (the "Closing Date") with, Citibank,
N.A. London office, as common depositary for, and in respect of interests held
through, Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear") and Cedelbank ("Cedelbank").
Notes which are offered and sold in the United States (the "DTC Notes", and
together with the International Notes, the "Notes") will be represented by
beneficial interests in a fully registered permanent global note (the "DTC
Global Note" and, together with the International Global Note, the "Global
Notes"), without interest coupons attached, which will be deposited on or about
the Closing Date with Citibank, N.A. London office, as custodian (the
"Custodian") for, and registered in the name of Cede & Co., as nominee for the
Depository Trust Company ("DTC"). Together, the Notes represented by the Global
Notes will equal the aggregate principal amount of the Notes outstanding at any
time. The amount of Notes represented by each of the DTC Global Note and the
International Global Note is evidenced by the register (the "Register")
maintained for that purpose by the Registrar (as defined under "--Registrar and
Paying Agent"). Beneficial interests in the Global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC,
Euroclear and Cedelbank and their participants. Except as described herein,
certificates will not be issued in exchange for beneficial interests in the
Global Notes.
A holder of DTC Notes will receive all payments under the DTC Notes in
U.S. dollars, unless such holder makes an election as described herein for
payment in Pounds Sterling. The amount payable in U.S. dollars will be equal to
the amount of Pounds Sterling otherwise payable exchanged into U.S. dollars at
the (Pounds)/U.S.$ rate of exchange prevailing two Business Days (as defined
herein) prior to the relevant payment date. See "Currency Conversions and
Foreign Exchange Risks--Currency Conversions" herein.
The International Global Note has been assigned an ISIN number and a
Common Code number and the DTC Global Note has been assigned a CUSIP number.
Owners of beneficial interests in the Global Notes will not be entitled
to have Notes registered in their names, and will not receive or be entitled to
receive physical delivery of definitive Notes representing individual Notes.
In the event definitive Notes are issued, we will appoint a paying agent
and transfer agent in Luxembourg (the "Luxembourg Paying and Transfer Agent").
Holders of definitive Notes will be able to receive payments and effect
transfers at the offices of the Luxembourg Paying and Transfer Agent.
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 us 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 Securities
Exchange Act of 1934, as amended, and in each case we do not appoint a
successor clearing system within 90 days after receiving such notice from
Euroclear, Cedelbank or DTC or on becoming aware that DTC is no longer so
registered, we will issue or cause to be issued individual certificates in
registered form on registration of, transfer of or in exchange for book-entry
interests in the Notes represented by such Global Note upon delivery of such
Global Note for cancellation.
Title
Subject to applicable law and the terms of the Indenture, GMAC, the
Registrar and any paying agent will treat the persons in whose names the Global
Notes are registered, initially Cede & Co. and Citivic Nominees Limited
(collectively, the "holders"), as owners of such Notes for the purpose
S-9
<PAGE>
of receiving payments of principal and interest on the Notes and for all other
purposes whatsoever. Therefore, none of GMAC, the Registrar or any paying agent
has any direct responsibility or liability for the payment of principal of or
interest on the Notes to owners of beneficial interests in the Global Notes.
All payments made by GMAC to the registered holders of the Global Notes shall
discharge the liability of GMAC under the Notes to the extent of the sums so
paid.
The Clearing Systems
The clearing systems have advised GMAC as follows:
DTC. DTC 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 pursuant to the provisions of Section 17A of the
U.S. Securities Exchange Act of 1934, as amended. DTC was created to hold
securities for DTC Participants and to facilitate the clearance and settlement
of transactions between DTC Participants through electronic book-entry changes
in accounts of DTC Participants, thereby eliminating the need for physical
movement of certificates. DTC Participants include certain of the underwriters,
securities brokers and dealers, banks, trust companies and clearing
corporations and may in the future include certain other organizations.
Indirect access to the DTC system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly ("Indirect
DTC Participants").
Transfers of ownership or other interests in Notes in DTC may be made
only through DTC Participants. Indirect DTC Participants are required to effect
transfers through a DTC Participant. In addition, beneficial owners of Notes in
DTC will receive all distributions of principal of and interest on the Notes
from the Registrar through such DTC Participant.
Because DTC can only act on behalf of DTC Participants, who in turn act
on behalf of Indirect DTC Participants, and, because owners of beneficial
interests in the Notes holding through DTC will hold interests in the Notes
through DTC Participants or Indirect DTC Participants, the ability of such
owners of beneficial interests to pledge Notes to persons or entities that do
not participate in DTC, or otherwise take actions with respect to such Notes,
may be limited.
Ownership of interests in the DTC Global Note will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
DTC, the DTC Participants and the Indirect DTC Participants. The laws of some
jurisdictions require that certain persons take physical delivery in definitive
form of securities which they own. Consequently, the ability to transfer
beneficial interests in the DTC Global Note is limited to such context.
DTC's management is aware that some computer applications, systems, and
the like for processing data ("Systems") that are dependent upon calendar
dates, including dates before, on, and after January 1, 2000, may encounter
"Year 2000 problems." DTC has informed Participants and other members of the
financial community 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 ("DTC Services"), 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 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 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.
Cedelbank. Cedelbank is incorporated under the laws of Luxembourg as a
professional depository. Cedelbank holds securities for Cedelbank Participants
and facilitates the clearance and
S-10
<PAGE>
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 Banque Centrale. 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 these underwriters. Indirect
access to Cedelbank is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Cedelbank Participant either directly or indirectly.
Distributions with respect to 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 Cedelbank.
Euroclear. Euroclear was created in 1968 to hold securities for 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
includes 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 underwriters. 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 "Euroclear Terms and Conditions"). The Euroclear
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 Euroclear
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 Euroclear Terms and Conditions, to the extent received by the
Euroclear Operator and by Euroclear.
Euroclear, Cedelbank and DTC Arrangements
So long as DTC or its nominee or Euroclear, Cedelbank or the nominee of
their common depositary is the registered holder of the Global Notes, DTC,
Euroclear, Cedelbank or such nominee, as the case may be, will be considered
the sole owner or holder of the Notes represented by such Global
S-11
<PAGE>
Notes for all purposes under the Fiscal Agency Agreement and the Notes.
Payments of principal, interest and additional amounts, if any, in respect of
the Global Notes will be made to DTC, Euroclear, Cedelbank or such nominee, as
the case may be, as the registered holder thereof. None of GMAC, any Agent or
any underwriter or any affiliate of any of the above or any person by whom any
of the above is controlled (as such term is defined in the U.S. Securities Act
of 1933, as amended, the "Securities Act") will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Distributions of principal and interest with respect to book-entry
interests in the Notes held through Euroclear or Cedelbank will be credited, to
the extent received by Euroclear or Cedelbank from the Fiscal Agent, to the
cash accounts of Euroclear or Cedelbank customers in accordance with the
relevant system's rules and procedures.
Holders of book-entry interest in the Notes through DTC will receive, to
the extent received by DTC from the Fiscal Agent, all distributions of
principal and interest with respect to book-entry interests in the Notes from
the Fiscal Agent through DTC. Distributions in the United States will be
subject to relevant U.S. tax laws and regulations.
Interest on the Notes (other than interest on redemption) will be paid to
the holder shown on the Register on the Record Date. Trading between the DTC
Global Note and the International Global Note will therefore be net of accrued
interest from the Record Date to the relevant Interest Payment Date.
The laws of some states of the United States require that certain persons
take physical delivery of securities in definitive form. Consequently, the
ability to transfer interests in the Global Notes to such persons will be
limited. Because DTC, Euroclear and Cedelbank can only act on behalf of
participants, who in turn act on behalf of indirect participants, the ability
of a person having an interest in the Global Notes to pledge such interest to
persons or entities which do not participate in the relevant clearing system,
or otherwise take actions in respect of such interest, may be affected by the
lack of a physical certificate in respect of such interest.
The holdings of book-entry interests in the Notes through Euroclear,
Cedelbank and DTC will be reflected in the book-entry accounts of each such
institution. As necessary, the Registrar will adjust the amounts of the Notes
on the Register for the accounts of (i) Citivic Nominees Limited and (ii) Cede
& Co. to reflect the amounts of Notes held through Euroclear and Cedelbank, and
DTC, respectively.
Beneficial ownership of Notes will be held through financial institutions
as direct and indirect participants in Euroclear, Cedelbank and DTC.
Interests in the Global Notes will be in uncertificated book-entry form.
Secondary Market Trading in Relation to Registered Global Notes
Trading between Euroclear and/or Cedelbank Participants
Secondary market sales of book-entry interests in the Notes held through
Euroclear or Cedelbank to purchasers of book-entry interests in the
International Notes through Euroclear or Cedelbank will be conducted in
accordance with the normal rules and operating procedures of Euroclear and
Cedelbank and will be settled using the procedures applicable to conventional
EuroNotes.
Trading between DTC Participants
Secondary market sales of book-entry interests in the DTC Notes between
DTC participants will occur in the ordinary way in accordance with DTC rules
and will be settled using the procedures
S-12
<PAGE>
applicable to United States corporate debt obligations if payment is effected
in U.S. dollars, or free of payment if payment is not effected in U.S. dollars.
Where payment is not effected in U.S. dollars, separate payment arrangements
outside DTC are required to be made between the DTC participants.
Trading between DTC Seller and Euroclear/Cedelbank Purchaser
When book-entry interests in Notes are to be transferred from the account
of a DTC participant holding a beneficial interest in a DTC Global Note to the
account of a Euroclear or Cedelbank accountholder wishing to purchase a
beneficial interest in an International Global Note (subject to the
certification procedures provided in the Fiscal Agency Agreement), the DTC
participant will deliver instructions for delivery to the relevant Euroclear or
Cedelbank accountholder to DTC by 12:00 noon, New York City time, on the
settlement date. Separate payment arrangements are required to be made between
the DTC participant and the relevant Euroclear or Cedelbank accountholder. On
the settlement date, the Custodian will instruct the Registrar to (i) decrease
the amount of Notes registered in the name of Cede & Co. and evidenced by the
DTC Global Note and (ii) increase the amount of Notes registered in the name of
the nominee (being Citivic Nominees Limited) of the common depositary for
Euroclear and Cedelbank and evidenced by the International Global Note. Book-
entry interests will be delivered free of payment to Euroclear or Cedelbank, as
the case may be, for credit to the relevant accountholder on the first business
day following the settlement date but for value settlement date.
Trading between Euroclear/Cedelbank Seller and DTC Purchaser
When book-entry interests in the Notes are to be transferred from the
account of a Euroclear or Cedelbank accountholder to the account of a DTC
participant wishing to purchase a beneficial interest in the DTC Global Note
(subject to the certification procedures provided in the Fiscal Agency
Agreement), the Euroclear or Cedelbank participant must send to Euroclear or
Cedelbank delivery free of payment instructions by 7:45 p.m.,
Luxembourg/Brussels time as the case may be, one business day prior to the
settlement date. Euroclear or Cedelbank, as the case may be, will in turn
transmit appropriate instructions to the common depositary for Euroclear and
Cedelbank and the Registrar to arrange delivery to the DTC participant on the
settlement date. Separate payment arrangements are required to be made between
the DTC participant and the relevant Euroclear and Cedelbank accountholder, as
the case may be. On the settlement date, the common depositary for Euroclear
and Cedelbank will (a) transmit appropriate instructions to the Custodian who
will in turn deliver such book-entry interests in the Notes free of payment to
the relevant account of the DTC participant and (b) instruct the Registrar to
(i) decrease the amount of Notes registered in the name of the nominee (being
Citivic Nominees Limited) of the common depositary for Euroclear and Cedelbank
and evidenced by the International Global Notes and (ii) increase the amount of
Notes registered in the name of Cede & Co. and evidenced by the DTC Global
Note.
Although the foregoing sets out the procedures of Euroclear, Cedelbank
and DTC in order to facilitate the transfers of interests in the Notes among
participants of DTC, Cedelbank and Euroclear, none of Euroclear, Cedelbank or
DTC is under any obligation to perform or continue to perform such procedures,
and such procedures may be discontinued at any time. Neither we, the Fiscal
Agent, the Registrar, the Trustee any Paying Agent, any underwriter or any
affiliate of any of the above, or any person by whom any of the above is
controlled for the purposes of the Securities Act, will have any responsibility
for the performance by DTC, Euroclear and Cedelbank or their respective direct
or indirect participants or accountholders of their respective obligations
under the rules and procedures governing their operations or for the
sufficiency for any purpose of the arrangements described above.
So long as the International Global Note is held on behalf of Euroclear
and Cedelbank or any other clearing system (an "Alternative Clearing System"),
notices to holders of Notes represented by a beneficial interest in the
International Global Notes may be given by delivery of the relevant notice to
Euroclear, Cedelbank or the Alternative Clearing System, as the case may be,
and so long as the DTC Global Note is held on behalf of DTC or an Alternative
Clearing System, notices to holders of Notes represented by a beneficial
interest in the DTC Global Note may be given by delivery of the relevant
S-13
<PAGE>
notice to DTC or the Alternative Clearing System, as the case may be, except
that, so long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange so require, notices will also be
published in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort) or, if such publication is not
practicable, in an English language newspaper having general circulation in
Europe.
Registrar and Paying Agent
Citibank N.A. has been appointed as registrar (the "Registrar"). We may
at any time vary or terminate the appointment of the Registrar or any paying
agent or approve any change in the office through which they act, provided that
there shall at all times be a Registrar, and provided further that so long as
the Notes are listed on any Stock Exchange (and the rules of such Stock
Exchange so require), we will maintain a paying agent with offices in the city
in which such Stock Exchange is located.
Further Issues
We may from time to time, without notice to or the consent of the
registered holders of the Notes, create and issue further Notes ranking pari
passu with the Notes in all respects, or in all respects except for the payment
of interest accruing prior to the issue date of such further Notes or except
for the first payment of interest following the issue date of such further
Notes. Such further Notes may be consolidated and form a single series with the
Notes and have the same term as to status, redemption or otherwise as the
Notes.
Payment of Additional Amounts
We will pay to the holder of any Note who is a non-United States person
(as defined below) such 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. The foregoing obligation to pay such additional amounts
shall not apply to:
(a) any tax, assessment or other governmental charge which would not have
been so imposed but for:
. 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
. 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;
S-14
<PAGE>
(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 United States Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed as a result of
the failure to comply with:
. 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
. 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 such 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 such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.
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" has the meaning set forth
in "United States Federal Taxation--Tax Consequences to United States Person"
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,
. 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
S-15
<PAGE>
such laws, which change, amendment, application or interpretation is
announced or becomes effective after the date of this prospectus
supplement or which proposal is made after such date,
. 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
"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 it, not including assignment of the Notes, the Notes may be
redeemed, as a whole but not in part, at GMAC's option 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.
Notices
Notices to holders of the Notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that
publication will be made in The City of New York in The Wall Street Journal, in
London in the Financial Times, and in Luxembourg in the Luxemburger Wort. Any
notice given pursuant to these provisions shall be deemed to have been given on
the date of publication or, if published more than once, on the date first
published.
United States Federal Taxation
The following summary describes the material United States federal income
and certain estate tax consequences of 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", that is, the first
price to the public at which a substantial amount of the Notes in an issue is
sold (excluding sales to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers). This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), existing administrative pronouncements
and judicial decisions, existing and proposed Treasury Regulations currently in
effect, and interpretations of the foregoing, changes to any of which
subsequent to the date of this prospectus supplement may affect the tax
consequences described herein, possibly with retroactive effect. This summary
discusses only Notes held as capital assets within the meaning of Section 1221
of the Code. This summary does not discuss all of the tax consequences that may
be relevant to a holder in light of the holder's particular circumstances or to
holders subject to special rules, such as certain financial institutions,
insurance companies, dealers in securities, persons holding Notes in connection
with a hedging transaction, "straddle," conversion transaction or other
integrated transaction or persons who have ceased to be United States citizens
or to be taxed as resident aliens or United States persons whose functional
currency (as defined in Section 985 of the code) is not the US dollar. Persons
considering the purchase of Notes should consult their 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 taxing jurisdiction.
Tax Consequences to United States Persons
For purposes of the following discussion, "United States person" means a
beneficial owner of a Note that is for United States federal income tax
purposes:
. a citizen or resident of the United States,
S-16
<PAGE>
. a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political
subdivision thereof,
. an estate the income of which is subject to United States federal
income taxation regardless of its source, or
. a trust if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust and (2) one
or more United States persons have the authority to control all
substantial decisions of the trust.
Payments of Interest
Interest on a Note will generally be taxable to a United States person as
ordinary interest income at the time it is accrued or is received in accordance
with the United States person's method of accounting for tax purposes.
A cash method United States person that elects to receive a payment of
interest on a Note in Pounds Sterling (rather than U.S. dollars) will be
required to include in income the U.S. dollar value of the foreign currency
payment (determined on the date such payment is received) regardless of whether
the payment is in fact converted to U.S. dollars at that time, and such U.S.
dollar value will be the United States person's tax basis in the foreign
currency.
A United States person that uses the accrual method of accounting will be
required to include in income the U.S. dollar value of the amount of interest
income that has accrued with respect to a Note during an accrual period. When
such a United States person actually receives a payment of interest with
respect to an accrual period, such person will recognize ordinary income or
loss to the extent of the difference between the U.S. dollar payment, or the
U.S. dollar value (determined on the date such payment is received) of the
foreign currency payment, and the U.S. dollar value of accrued interest income.
United States persons should consult their tax advisers with regard to the
various methods for translating interest income into U.S. dollars.
Sale, Exchange or Retirement of the Notes
Upon the sale, exchange or retirement of a Note, a United States person
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the Note. For these purposes, the amount realized does
not include any amount attributable to interest on the Note that has not
previously been included in income, which will be includable as interest as
described under "Payments of Interest" above. A United States person's adjusted
tax basis in a Note generally will equal the cost of the Note to the United
States person, which will generally be the U.S. dollar value of the foreign
currency amount paid for such Note, determined on the date of purchase. A
United States person who purchases a Note with previously owned foreign
currency will recognize ordinary income or loss in an amount equal to the
difference, if any, between such United States person's tax basis in the
foreign Currency and the U.S. dollar fair market value of the Note on the date
of purchase.
In general, gain or loss realized on the sale, exchange or redemption of
a Note will be capital gain or loss. 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 limitations).
Gain or loss realized upon the sale, exchange or retirement of a Note
that is attributable to fluctuations in currency exchange rates will be
ordinary income or loss, which will not be treated as interest income or
expense. Such foreign currency gain or loss will be recognized only to the
extent of the total gain or loss realized by a United States person on the
sale, exchange or retirement of the Note. Any gain or loss realized by a United
States person in excess of such foreign currency gain or loss will be capital
gain or loss. United States persons should consult their tax advisers with
regard to the
S-17
<PAGE>
calculation of the gain or loss attributable to fluctuations in exchange rates,
and the determination of the source of such gain or loss.
A United States person will have a tax basis in any foreign currency
received on the sale, exchange or retirement of a Note equal to the U.S. dollar
value of such foreign currency, determined at the time of such sale, exchange
or retirement. United States persons should consult their tax advisors with
regard to the rules for translating such foreign currency into U.S. dollars.
Any gain or loss realized by a United States person on a sale or other
disposition of foreign currency (including its exchange for U.S. dollars or its
use to purchase Notes) will be ordinary income or loss.
Backup Withholding and Information Reporting
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a Note, and to payments
of proceeds of the sale or redemption of a Note, to certain non-corporate
United States persons. GMAC, its agent, a broker, 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 United States person fails to furnish or certify
his correct taxpayer identification number to the payor in the manner required,
fails to certify that such United States person 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 United States person may be credited against that
United States person's United States federal income tax and may entitle that
United States person 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:
. a nonresident alien individual,
. a foreign corporation,
. a nonresident alien fiduciary of a foreign estate or trust, or
. a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a nonresident alien
individual, a foreign corporation or a nonresident alien fiduciary
of a foreign estate or trust.
Income and Withholding Tax
Subject to the discussion of backup withholding below:
(a) payments of principal and interest 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,
. (1) the beneficial owner does not actually or constructively own
10% or more of the total combined voting power of all classes of
stock of GMAC entitled to vote, (2) the beneficial owner is not
a controlled foreign corporation that is related, directly or
indirectly, to GMAC through stock ownership, and (3) 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
S-18
<PAGE>
institution between it and the beneficial owner and furnishes the
payor with a copy thereof;
. 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
. the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the
beneficial owner of the Note or such owner's agent provides an
IRS Form 4224;
provided that in each such case, the relevant certification or IRS Form
is delivered pursuant to applicable procedures and is properly
transmitted to the person otherwise required to withhold United States
federal income tax, and none of the persons receiving the relevant
certification or IRS Form has actual knowledge that the certification
or any statement on the IRS Form is false. After December 31, 2000, a
new IRS Form W-8 will replace current IRS Forms W-8, 1001 and 4224. The
new forms have been finalized and may now be used;
(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 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 GMAC's stock 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 United States trade or business
of the individual.
With respect to the certification requirement referred to in
subparagraph (a), for Notes held by a foreign partnership, under current law,
the Form W-8 may be provided by the foreign partnership. However, for interest
and disposition proceeds paid with respect to a Note after December 31, 2000,
unless the foreign partnership has entered into a withholding agreement with
the IRS, 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 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
S-19
<PAGE>
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 GMAC 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
Under current Treasury Regulations, backup withholding (imposed at the
rate of 31%) will not apply to payments made by GMAC or a paying agent to a
non-United States person in respect of a Note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are
received, provided in each case that GMAC or the paying agent, as the case may
be, does not have actual knowledge that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the
sale, exchange or other disposition of a Note made to or through a foreign
office of a broker (including a custodian, nominee or other agent acting on
behalf of the beneficial owner of a Note) generally will not be subject to
information reporting or backup withholding. However, if such broker is a
United States person, a controlled foreign corporation for United States
federal tax purposes, a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period, or in the case of payments made after December 31, 2000, a
foreign partnership with certain connections with the United States, then
information reporting will be required unless the broker has in its records
documentary evidence that the beneficial owner is not a United States person
and certain other conditions are met or 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.
Underwriting
Subject to the terms and conditions set forth in an underwriting
agreement dated September 2, 1999 (the "Underwriting Agreement"), we have
agreed to sell to each of the underwriters named below, and each of the
underwriters, for whom Barclays Bank PLC and Merrill Lynch International are
acting as
S-20
<PAGE>
representatives (collectively, the "Representatives"), has severally agreed to
purchase the principal amount of the Notes set forth opposite its name below.
In the Underwriting Agreement, the several underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all the Notes offered
hereby if any of the Notes are purchased.
<TABLE>
<CAPTION>
Principal Amount of
Underwriters Notes
- ------------ -------------------
<S> <C>
Barclays Bank PLC.......................................... (Pounds) 90,040,000
Merrill Lynch International................................ 90,040,000
Deutsche Bank AG London.................................... 3,320,000
Midland Bank plc........................................... 3,320,000
J.P. Morgan Securities Ltd................................. 3,320,000
Morgan Stanley & Co. International Limited................. 3,320,000
Salomon Brothers International Limited..................... 3,320,000
UBS AG, acting through its division Warburg Dillon Read.... 3,320,000
-------------------
Total.................................................. (Pounds)200,000,000
===================
</TABLE>
The Representatives of the underwriters have advised us that they propose
initially to offer the Notes to the public at the offering price set forth on
the cover page of this prospectus supplement and to certain dealers at such
price less a concession not in excess of 0.10% of the principal amount of the
Notes. After the initial public offering, the public offering price and
concession may be changed.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Notes are offered for sale in those jurisdictions in the United
States, Europe, Asia and Canada 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 this prospectus supplement and the accompanying prospectus must be
delivered, are made pursuant to the registration statement of which the
accompanying prospectus, as supplemented by this prospectus supplement, is a
part.
Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the Notes or possesses or distributes this
prospectus supplement or the accompanying prospectus 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 underwriter shall have responsibility therefor.
Each underwriter, severally and not jointly, represents and agrees that:
. 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;
. 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 of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996, as amended, or is a person
to whom such document may otherwise lawfully be issued or passed on;
S-21
<PAGE>
. 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; and
Although application has been made to list the Notes on the Luxembourg
Stock Exchange, the Notes are a new issue of securities with no established
trading market. No assurance can be given as to the liquidity of, or the
trading markets for, the Notes. We have been advised by the underwriters that
they intend to make a market in the Notes, but they are not obligated to do so
and may discontinue such market-making at any time without notice.
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 on the cover page of this prospectus
supplement.
In connection with the sale of the Notes, certain of the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the Notes. Specifically, the underwriters may overallot the offering,
creating a short position. In addition, the underwriters may bid for, and
purchase, the Notes in the open market to cover short positions or to stabilize
the price of the Notes. Any of these activities may stabilize or maintain the
market price of the Notes above independent market levels. The underwriters
will not be required to engage in these activities, and may end any of these
activities at any time.
In the ordinary course of their respective businesses, certain of the
underwriters or their affiliates have engaged, and will in the future engage,
in commercial banking and investment banking transactions with GMAC and certain
of its affiliates.
General Information
Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of GMAC and a legal notice relating to the
issuance of the Notes have been deposited prior to listing with the Greffier en
Chef du Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may
be obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the Indenture and GMAC's
Annual Report on Form 10-K for the year ended December 31, 1998 as well as all
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed since December 31, 1998, so long as any of the Notes are
outstanding, will be made available for inspection at the main office of Banque
Generale du Luxembourg S.A. Banque Generale du Luxembourg S.A. will act as
intermediary between the Luxembourg Stock Exchange and GMAC and the holders of
the Notes. In addition, copies of the Annual Reports, Quarterly Reports and
Current Reports of GMAC may be obtained free of charge at such office.
Except as may be disclosed herein, there has been no material adverse
change in the financial or trading position of GMAC since December 31, 1998.
GMAC is not a party to any legal or arbitration proceedings (including
any that are pending or threatened) which may have or have had during the
previous 12 months a significant effect on GMAC's consolidated financial
position.
The Notes have been accepted for clearance through Euroclear and
Cedelbank and have been assigned Euroclear and Cedelbank Common Code No.
10188067, International Security Identification Number (ISIN) XS0101880671 and
CUSIP No. 370425RN2.
S-22
<PAGE>
Legal Opinions
The validity of the Notes offered pursuant to this prospectus supplement
will be passed on for GMAC by Martin I. Darvick, Esq., Assistant General
Counsel of GMAC, and for the underwriters by Davis Polk & Wardwell. Mr. Darvick
owns shares, and has options to purchase shares, of General Motors Corporation
common stock, $1 2/3 par value.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for General Motors Corporation and GMAC in various
matters.
S-23
<PAGE>
PRINCIPAL EXECUTIVE OFFICES OF GMAC
3044 West Grand Boulevard
Detroit, Michigan 48202
United States
LEGAL AND TAX ADVISORS TO GMAC
(As to United States Law) (As to United States Law)
Martin I. Darvick, Esq. Peter F. Hiltz, Esq.
3031 West Grand Boulevard 3044 West Grand Boulevard
Detroit, Michigan 48202 Detroit, Michigan 48202
United States United States
AUDITORS
Independent Auditors of GMAC
Deloitte & Touche LLP
600 Renaissance Center
Detroit, Michigan 48243-1274
United States
LEGAL ADVISORS TO THE UNDERWRITERS
(As to United States Law)
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
United States
LISTING AGENT
Banque Generale du Luxembourg S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
TRUSTEE
The Bank of New York
101 Barclay Street
Floor 7E
New York, New York 10286
United States
FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
Citibank N.A.
5 Carmelite Street
London EC4Y 0PA
England
PAYING AND TRANSFER AGENT IN LUXEMBOURG
Banque Generale du Luxembourg S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
<PAGE>
PROSPECTUS
$10,000,000,000
General Motors Acceptance Corporation
Debt Securities, Warrants to Purchase Debt Securities
-----------------
We will offer from time to time debt securities or warrants to purchase
debt securities. We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplemental prospectus carefully before you invest.
-----------------
We reserve the sole right to accept and, together with our agents from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through any agents.
-----------------
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.
-----------------
April 15, 1999
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus or any accompanying supplemental prospectus. We
have not authorized anyone to provide you with different information or to make
any additional representations. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus and
any prospectus supplement is accurate as of any date other than the date on the
front of each of those documents.
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Principal Executive Offices................................................ 1
Available Information...................................................... 1
Incorporation of Certain Documents by Reference............................ 2
Description of General Motors Acceptance Corporation....................... 2
Ratio of Earnings to Fixed Charges......................................... 3
Use of Proceeds............................................................ 3
Description of Debt Securities............................................. 3
Description of Warrants.................................................... 8
Plan of Distribution....................................................... 9
Experts.................................................................... 10
</TABLE>
Unless the context indicates otherwise, the words "GMAC", "we", "our",
"ours" and "us" refer to General Motors Acceptance Corporation.
Any agent's commissions or dealer or underwriter's discounts in relation
to the sale of securities covered by this prospectus will be set forth in the
applicable prospectus supplement. The net proceeds we receive from such sale
will be (a) the purchase price of the securities less such agent's commission,
(b) the purchase price of the securities, in the case of a dealer or (c) the
public offering price of the securities less such underwriter's discount. There
will be an additional deduction from the proceeds in the case of (a), (b) and
(c), for other attributable issuance expenses. Our aggregate proceeds from all
securities sold will be the purchase price of the securities sold less the
aggregate of the agents' commissions, the underwriter discounts and any other
expenses of issuance and distribution.
Principal Executive Offices
Our principal executive offices are located at 3044 West Grand Boulevard,
Detroit, Michigan 48202, and our telephone number is 313-556-5000.
-----------------
Available Information
We file annual, quarterly, and special reports and other information with
the SEC. You may read and copy any reports or other information we file at the
public reference room of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the following Regional Offices
of the SEC located 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 our documents upon payment
of a duplicating fee, by writing to the SEC's Public Reference Room. You may
obtain information regarding the Public Reference Room by calling the SEC at 1-
800-SEC-0330. SEC filings are also available to the public from commercial
document retrieval services and over the Internet at http://www.sec.gov.
Reports and other information can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
<PAGE>
We have 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 with respect to the securities. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement. Certain parts of the
registration statement are omitted from the prospectus in accordance with the
rules and regulations of the SEC.
Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate by reference" information we file with
them, which means that we can disclose important information to you by
referring you to those documents, including our annual, quarterly and current
reports, that are considered part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC. These documents contain important information
about GMAC and its finances.
<TABLE>
<CAPTION>
SEC Filings (File No. 1-
3754) Period
-------------------------- ----------------------------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1998
Current Report on Form 8-K Dated January 21, 1999
</TABLE>
You may request a copy of the documents incorporated by reference in this
prospectus, except exhibits to such prospectus, at no cost, by writing or
telephoning the office of G. E. Gross, Comptroller, at the following address
and telephone number:
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
General Motors Acceptance Corporation, 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. Operating directly and through subsidiaries and
associated companies in which we have equity investments, we offer a wide
variety of automotive financial services to and through franchised General
Motors dealers in many countries throughout the world. Financial services also
are offered to other automobile dealerships and to the customers of those
dealerships. Other financial services we offer include insurance and mortgage
banking.
Our principal businesses are:
. to finance the acquisition by franchised General Motors dealers for
resale of various new automotive and nonautomotive products
manufactured by General Motors Corporation;
. to acquire from such dealers, either directly or indirectly,
installment obligations covering retail sales and leases of new
General Motors products as well as used units of any make;
. to finance new products of other manufacturers; and
. to lease motor vehicles and certain types of capital equipment to
others.
The automotive financing industry is highly competitive. Our principal
competitors are affiliated finance subsidiaries of other major manufacturers as
well as a large number of banks, commercial finance companies, savings and loan
associations and credit unions. Our business is influenced by our ability to
offer competitive financing rates which in turn is directly affected by our
access to capital markets.
2
<PAGE>
Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Years Ended December 31,
--- ------------------------------------------------------------------------------
1998 1997 1996 1995 1994
--- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.33 1.42 1.41 1.36 1.33
</TABLE>
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 securities 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 Debt Securities
The debt securities offered are to be issued under an Indenture dated as
of July 1, 1982, as amended by:
. a First Supplemental Indenture dated as of April 1, 1986
. a Second Supplemental Indenture dated as of June 15, 1987
. a Third Supplemental Indenture dated as of September 30, 1996
. a Fourth Supplemental Indenture dated as of January 1, 1998
. a Fifth Supplemental Indenture dated as of September 30, 1998
and as further amended by the Trust Indenture Reform Act of 1990 (together, the
"Indenture"), between GMAC and The Bank of New York, Successor Trustee (the
"Trustee"), copies of which are filed as exhibits to the registration
statement. The following summaries of certain provisions of the Indenture are
not complete and are subject to all provisions of the Indenture, including the
definition of certain terms.
The Indenture provides that, in addition to the debt securities being
offered, additional debt securities may be issued without limitation as to
aggregate principal amount, but only as authorized by GMAC's Board of
Directors. (Section 2.01 of the Indenture.)
General
Reference is made to the accompanying prospectus supplement for the
following terms of the debt securities being offered:
. the designation of the debt securities;
. the aggregate principal amount of the debt securities;
. the percentage of their principal amount at which the debt
securities will be issued;
. the date or dates on which the debt securities will mature;
. the rate or rates per annum, if any, at which the debt securities
will bear interest;
. the times at which the interest will be payable;
. the date after which the debt securities may be redeemed and the
redemption price;
. the currency or currencies in which the debt securities are issuable
or payable;
3
<PAGE>
. the exchanges on which the debt securities may be listed; and
. whether the debt securities shall be issued in book-entry form.
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered
will be transferable, at the principal corporate trust office of the Trustee,
which at the date hereof is 101 Barclay Street, New York, New York 10286,
provided that payment of interest may be made at the option of GMAC by check
mailed to the address of the person entitled thereto. (Sections 2.06, 4.01, and
4.02 of the Indenture.)
The debt securities will be unsecured and unsubordinated and will rank
pari passu with all other unsecured and unsubordinated obligations of GMAC
(other than obligations preferred by mandatory provisions of law).
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the accompanying prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at the option of GMAC if so specified in the accompanying
prospectus supplement, in any other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated
in a currency other than United States dollars, the prospectus supplement will
also specify the denomination in which such debt securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
the debt securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer
tender offer under the Exchange Act. GMAC will comply with all issuer tender
offer rules and regulations under the Exchange Act, including Rule 14e-1, if
such redemption option is elected, including making any required filings with
the Commission and the furnishing of certain information to the holders of the
debt securities.
Book-Entry, Delivery and Form
Unless otherwise indicated in the accompanying prospectus supplement, the
debt securities will be issued in the form of one or more fully registered
global securities (collectively, the "Global Debt Security") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be
transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor of the Depositary or its nominee.
The Depositary has advised as follows: it is a limited-purpose trust
company which was created to hold securities for its participating
organizations and to facilitate the clearance and settlement of securities
transactions between participants in such securities through electronic book-
entry changes in accounts of its participants. Participants include:
. securities brokers and dealers, including the underwriters named in
the accompanying prospectus supplement;
. banks and trust companies;
. clearing corporations; and
. certain other organizations.
4
<PAGE>
Access to the Depositary's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants or indirect participants.
The Depositary advises that pursuant to procedures established by it:
. upon issuance of the debt securities by GMAC, the Depositary will
credit the account of participants designated by the underwriters
with the principal amounts of the debt securities purchased by the
underwriters; and
. ownership of beneficial interests in the Global Debt Security will
be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depositary (with respect to
participants' interests), the participants and the indirect
participants (with respect to the owners of beneficial interests in
the Global Debt Security).
The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to transfer beneficial interests in the Global Debt Security is limited
to such extent.
As long as the Depositary's nominee is the registered owner of the Global
Debt Security, such nominee for all purposes will be considered the sole owner
or holder of the debt securities under the Indenture. Except as provided below,
owners of beneficial interests in the Global Debt Security will not:
. be entitled to have any of the debt securities registered in their
names,
. receive or be entitled to receive physical delivery of the debt
securities in definitive form, or
. be considered the owners or holders thereof under the Indenture.
Neither GMAC, the Trustee, any Paying Agent nor the Depositary will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global Debt
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the debt securities registered in the
name of the Depositary's nominee will be made by the Trustee to the
Depositary's nominee as the registered owner of the Global Debt Security. Under
the terms of the Indenture, GMAC and the Trustee will treat the persons in
whose names the debt securities are registered as the owners of the debt
securities for the purpose of receiving payment of principal and interest on
the debt securities and for all other purposes whatsoever. Therefore, neither
GMAC, the Trustee nor any Paying Agent has any direct responsibility or
liability for the payment of principal or interest on the debt securities to
owners of beneficial interests in the Global Debt Security. The Depositary has
advised GMAC and the Trustee that its present practice is, upon receipt of any
payment of principal or interest, to immediately credit the accounts of the
Participants with such payment in amounts proportionate to their respective
holdings in principal amount of beneficial interests in the Global Debt
Security as shown on the records of the Depositary. Payments by participants
and indirect participants to owners of beneficial interests in the Global Debt
Security will be the responsibility of such participants and indirect
participants and will be governed by their standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name".
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by GMAC within 90 days,
GMAC will issue debt securities in definitive form in exchange for the Global
Debt Security. In addition, GMAC may at any time determine not to have the debt
securities represented by the Global Debt Security and, in such event, will
issue debt securities in definitive form in exchange for the Global Debt
Security. In either instance, an owner of a beneficial interest in a Global
Debt Security will be entitled to have debt securities equal in principal
amount to the beneficial interest registered in its name and will be entitled
to physical delivery of the debt securities in
5
<PAGE>
definitive form. Debt securities so issued in definitive form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupons. No service charge will be made for any
transfer or exchange of the debt securities, but GMAC may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith. (Section 2.06 of the Indenture.)
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: (a) impress upon them
the importance of such services being "Year 2000" compliant; and (b) 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.
Certain Covenants as to Liens
The only financial covenant applicable to the debt securities is that
described below. That covenant requires that the debt securities be equally and
ratably secured in the circumstances described therein but has no special
application merely by virtue of the occurrence of any transaction or series of
transactions resulting in material changes in GMAC's debt-to-equity ratio.
The debt securities are not secured by mortgage, pledge or other lien.
GMAC will covenant in the debt securities that so long as any of the debt
securities remain outstanding, it will not pledge or otherwise subject to any
lien any of its property or assets unless the debt securities are secured by
such pledge or lien equally and ratably with any and all other obligations and
indebtedness secured thereby so long as any such other obligations and
indebtedness shall be so secured. Such covenant does not apply to:
. 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 the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;
. the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other
than Canada);
. 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;
. 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
6
<PAGE>
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
. 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 four clauses of this
paragraph; provided, however, that the amount of any and all
obligations and indebtedness secured thereby shall not exceed the
amount thereof so secured immediately prior to the time of such
extension, renewal or replacement and that such extension, renewal
or replacement shall be limited to all or a part of the property
which secured the charge or lien so extended, renewed or replaced
(plus improvements on such property). (Section 4.03 of the
Indenture.)
Modification of the Indenture
The Indenture contains provisions permitting GMAC and the Trustee to
modify or amend the Indenture or any supplemental indenture or the rights of
the holders of the debt securities issued thereunder, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the debt
securities of all series at the time outstanding under such Indenture which are
affected by such modification or amendment, voting as one class, provided that
no such modification shall:
. extend the fixed maturity of any debt securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate or
extend the time of payment of interest thereon, without the consent
of the holder of each debt security so affected, or
. reduce the aforesaid percentage of debt securities, the consent of
the holders of which is required for any such modification, without
the consent of the holders of all debt securities then outstanding
under the Indenture. (Section 10.02 of the Indenture.)
Events of Default
An Event of Default with respect to any series of debt securities issued
subject to the Indenture is defined in the Indenture as being:
. default in payment of any principal or premium, if any, on such
series;
. default for 30 days in payment of any interest on such series;
. default for 30 days after notice in performance of any other
covenant in the Indenture; or
. certain events of bankruptcy, insolvency or reorganization. (Section
6.01 of the Indenture.)
No Event of Default with respect to a particular series of debt
securities issued under the Indenture necessarily constitutes an Event of
Default with respect to any other series of debt securities issued thereunder.
In case an Event of Default as set out in the first, second and third items
listed above shall occur and be continuing with respect to any series, the
Trustee or the holders of not less than 25% in aggregate principal amount of
debt securities of each such series then outstanding may declare the principal,
or, in the case of discounted debt securities, the amount specified in the
terms thereof, of such series to be due and payable. In case an Event of
Default as set out in the fourth item listed above shall occur and be
continuing, the Trustee or the holders of not less than 25% in aggregate
principal amount of all the debt securities then outstanding, voting as one
class, may declare the principal, or, in the case of discounted debt
securities, the amount specified in the terms thereof, of all outstanding debt
securities to be due and payable. Any Event of Default with respect to a
particular series of debt securities may be waived by the holders of a majority
in aggregate principal amount of the outstanding debt securities of such
series, or of all the outstanding debt securities, as the case may be, except
in a case of failure to pay principal or premium, if any, or interest on such
debt security for which payment had not been subsequently made. (Section 6.01
of the Indenture.) GMAC is required to file with the Trustee annually an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 4.05 of the Indenture.) The Indenture provides that the
Trustee may withhold notice to the securityholders
7
<PAGE>
of any default, except in payment of principal, premium, if any, or interest,
if it considers it in the interest of the securityholders to do so. (Section
6.07 of the Indenture.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity or security. (Sections 7.01 and 7.02 of the Indenture.)
Subject to such provisions for the indemnification of the Trustee and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
class, at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee. (Section 6.06 of the
Indenture.)
Concerning the Trustee
The Bank of New York is the Successor Trustee under the Indenture. It is
also Successor Trustee under various other indentures covering outstanding
notes and debentures of GMAC. The Bank of New York and its affiliates act as
depository for funds of, make loans to, act as trustee and perform certain
other services for, 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.
Description of Warrants
General
The following statements with respect to the warrants are summaries of
the detailed provisions of one or more separate warrant agreements (each a
"Warrant Agreement") between GMAC and a banking institution organized under the
laws of the United States or one of the states thereof (each a "Warrant
Agent"), a form of which is filed as an exhibit to the registration statement.
Wherever particular provisions of the Warrant Agreement or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made, and the statements are qualified in
their entirety by such reference.
The warrants will be evidenced by warrant certificates (the "Warrant
Certificates") and, except as otherwise specified in the prospectus supplement
accompanying this prospectus, may be traded separately from any debt securities
with which they may be issued. Warrant Certificates may be exchanged for new
Warrant Certificates of different denominations at the office of the Warrant
Agent. The holder of a warrant does not have any of the rights of a holder of a
debt security in respect of, and is not entitled to any payments on, any debt
securities issuable, but not yet issued, upon exercise of the warrants.
The warrants may be issued in one or more series, and reference is made
to the prospectus supplement accompanying this prospectus relating to the
particular series of warrants, if any, offered thereby for the terms of, and
other information with respect to, such warrants, including:
. the title and the aggregate number of warrants;
. the debt securities for which each warrant is exercisable;
. the date or dates on which the warrants will expire;
. the price or prices at which the warrants are exercisable;
. the currency or currencies in which the warrants are exercisable;
. the periods during which and places at which the warrants are
exercisable;
8
<PAGE>
. the terms of any mandatory or optional call provisions;
. the price or prices, if any, at which the warrants may be redeemed
at the option of the holder or will be redeemed upon expiration;
. the identity of the Warrant Agent;
. the exchanges, if any, on which the warrants may be listed; and
. whether the Warrants shall be issued in book-entry form.
Exercise of Warrants
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
warrant, and by communicating to the Warrant Agent the identity of the
warrantholder and the number of warrants to be exercised. Upon receipt of
payment and the Warrant Certificate properly completed and duly executed, at
the office of the Warrant Agent, the Warrant Agent will, as soon as
practicable, arrange for the issuance of the applicable debt securities, the
form of which shall be set forth in the prospectus supplement. If less than all
of the warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amounts of Warrants.
Plan of Distribution
GMAC may sell the securities being offered in four ways:
. directly to purchasers,
. through agents,
. through underwriters, and
. through dealers.
Offers to purchase securities may be solicited directly by GMAC or by
agents designated by GMAC from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act of 1933,
involved in the offer or sale of the securities in respect of which this
prospectus is delivered will be named, and any commissions payable by GMAC to
such agent set forth, in the prospectus supplement. Unless otherwise indicated
in the prospectus supplement, any such agent will be acting on a best efforts
basis for the period of its appointment, which is ordinarily five business days
or less. Agents may be entitled under agreements which may be entered into with
GMAC to indemnification by GMAC against certain civil liabilities, including
liabilities under the Securities Act of 1933, and may be customers of, engage
in transactions with or perform services for GMAC in the ordinary course of
business.
If an underwriter or underwriters are utilized in the sale, GMAC will
enter into an underwriting agreement with such underwriters at the time of sale
to them and the names of the underwriters and the terms of the transaction will
be set forth in the prospectus supplement, which will be used by the
underwriters to make resales of the securities in respect of which this
prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by GMAC against certain
liabilities, including liabilities under the Securities Act of 1933. Among
others, one or more of the following firms may act as managing underwriter(s)
with respect to the offering of the securities:
.J.P. Morgan Securities Inc.
.Bear, Stearns & Co. Inc.
.Morgan Stanley Dean Witter
.Lehman Brothers
. Morgan Stanley & Co.
.Lehman Brothers Inc. Incorporated
.Merrill Lynch & Co. .Salomon Smith Barney
.Merrill Lynch, Pierce, Fenner & Smith Incorporated
.Salomon Brothers Inc
.J.P. Morgan & Co. .Warburg Dillon Read LLC
9
<PAGE>
If a dealer is utilized in the sale of the securities in respect of which
this prospectus is delivered, GMAC will sell such securities to the dealer as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale. Dealers may be
entitled to indemnification by GMAC against certain liabilities, including
liabilities under the Securities Act of 1933.
If so indicated in the prospectus supplement, GMAC will authorize agents
and underwriters to solicit offers by certain institutions to purchase
securities from GMAC at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on the date stated in the prospectus supplement. Each delayed delivery
contract will be for an amount not less than, and unless GMAC otherwise agrees
the aggregate principal amount of securities sold pursuant to delayed delivery
contracts shall be not less nor more than, the respective amounts stated in the
prospectus supplement. Institutions with whom delayed delivery contracts, when
authorized, may be made include:
. commercial and savings banks,
. insurance companies,
. pension funds,
. investment companies,
. educational and charitable institutions, and
. other institutions.
All delayed delivery contracts are subject to the approval of GMAC.
Delayed delivery contracts will not be subject to any conditions except that
the purchase by an institution of the securities covered by its delayed
delivery contract shall not at the time of delivery be prohibited under the
laws of any jurisdiction in the United States to which such institution is
subject. A commission indicated in the prospectus supplement will be paid to
underwriters and agents soliciting purchases of securities pursuant to
contracts accepted by GMAC.
The place and time of delivery for the securities in respect of which
this prospectus is delivered are set forth in the accompanying prospectus
supplement.
In connection with the sale of the securities, certain of the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. Specifically, the underwriters may
overallot the offering, creating a short position. In addition, the
underwriters may bid for, and purchase, the securities in the open market to
cover short positions or to stabilize the price of the securities. Any of these
activities may stabilize or maintain the market price of the securities above
independent market levels. The underwriters will not be required to engage in
these activities, and may end any of these activities at any time.
Experts
The consolidated financial statements incorporated in this prospectus by
reference from GMAC's Annual Report on Form 10-K for the year ended December
31, 1998 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
10
<PAGE>
GMAC FINANCIAL SERVICES
