AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999
REGISTRATION NO. 333-XXXXX
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS ACCEPTANCE CORPORATION
A Delaware Corporation -- I.R.S. Employer No. 38-0572512
3044 West Grand Boulevard
Detroit, Michigan 48202
(313-556-5000)
Agent For Service
Jerome B. Van Orman, Vice President
General Motors Acceptance Corporation
3044 West Grand Boulevard, Detroit, Michigan 48202 (313-556-1508)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable on or after the effective date of this Registration
Statement.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.
/__/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/ --------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
EACH CLASS AMOUNT TO BE MAXIMUM MAXIMUM
OF SECURITIES REGISTERED OFFERING AGGREGATE AMOUNT OF
TO BE (1) PRICE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE (2) FEE
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Medium-Term Notes, Due from
Nine Months to Thirty Years
from Date of Issue $8,295,115.000 100% $8,295,115,000 $2,306,042
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Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $10,000,000,000, at the time of
initial offering, (2) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$10,000,000,000, or (3) are issued with their principal amount payable at
maturity to be determined with reference to a currency exchange rate or other
index, such principal amount as shall result in an aggregate initial offering
price of $10,000,000,000.
(1) The amount of Medium-Term Notes being registered, together with
$1,704,885,000 remaining Medium-Term Notes registered on July 21, 1998
(Registration No. 333-59551), represents the maximum aggregate principal
amount of Medium-Term Notes which, on April 16, 1999, are expected to be
offered for sale.
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to debt securities of the
registrant remaining unissued under Registration Statement No. 333-17943.
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WE HEREBY AMEND THIS REGISTRATION STATEMENT ON A DATE NECESSARY TO DELAY
ITS EFFECTIVENESS UNTIL WE FILE A FURTHER AMENDMENT SPECIFICALLY STATING THAT
THIS REGISTRATION STATEMENT WILL BECOME EFFECTIVE ACCORDING TO SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON
THE DATE THE COMMISSION DETERMINES.
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<PAGE>
PROSPECTUS
U.S.$10,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
General Motors Acceptance Corporation may offer at various times up to U.S.
$10,000,000,000 of its medium-term notes or the equivalent amount in one or more
foreign or composite currencies. The following terms may apply to the notes. We
will provide the final terms for each note in a pricing supplement.
o The notes will mature in 9 months to 30 years.
o The notes may be subject to redemption or repayment at our option or
the option of the holder.
o The notes will be denominated in U.S. dollars unless otherwise
specified by us in the applicable pricing supplement.
o The notes will bear interest at either a fixed or floating rate. The
floating interest rate formula may be based on:
o CD Rate o Treasury Rate
o Commercial Paper Rate o Prime Rate
o Federal Funds Rate o CMT Rate
o LIBOR o A basis or formula specified in
the applicable pricing supplement
o The notes will be in certificated or book-entry form.
o Interest will be paid on fixed rate notes on April 1 and October 1 of
each year, or on each October 1, as selected by you, or as otherwise
specified in the applicable pricing supplement.
o Interest will be paid on floating rate notes on dates specified in the
applicable pricing supplement.
o The notes will have minimum denominations of $1,000 increased in
multiples of $1,000 or other specified denominations and multiples for
a foreign or composite currency as specified in the applicable pricing
supplement.
INVESTING IN THE NOTES INVOLVES RISK.
SEE "RISK FACTORS" ON PAGE 2.
<PAGE>
We may sell the notes to the agents as principals for resale at varying or
fixed offering prices or through the agents as agents using their reasonable
best efforts on our behalf. We will sell the notes to the public at 100% of the
principal amount unless otherwise specified in the applicable pricing
supplement. We will pay commissions to agents, unless otherwise specified in the
applicable pricing supplement, ranging from .05% to .60% of the principal amount
of each note sold through each agent, depending on the stated maturity of the
note. If we sell all the notes, we will receive between $9,940,000,000 and
$9,995,000,000 of the proceeds from the sale after paying the agents discounts
and concessions of between $5,000,000 and $60,000,000 and before deducting
expenses payable by us, including reimbursement of a portion of the agents'
expenses. We may also sell the notes without the assistance of the agents.
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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.
------------
Merrill Lynch & Co.
Salomon Smith Barney
Morgan Stanley Dean Witter
Lehman Brothers
J.P. Morgan & Co.
Bear, Stearns & Co. Inc.
Warburg Dillon Read LLC
THE DATE OF THIS PROSPECTUS IS APRIL 16, 1999.
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus or any accompanying pricing supplement. 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 is
accurate as of any date other than the date on the front of this prospectus.
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TABLE OF CONTENTS
PAGE
Risk Factors...................................................... 2
Available Information............................................. 4
Incorporation of Certain Documents by Reference................... 4
Description of General Motors Acceptance Corporation.............. 5
Principal Executive Offices....................................... 5
Ratio of Earnings to Fixed Charges................................ 5
Use of Proceeds................................................... 5
Description of Notes.............................................. 6
Important Currency Exchange Information........................... 32
United States Federal Taxation.................................... 32
Certain Covenants as to Liens..................................... 38
Modification of the Indenture..................................... 38
Events of Default................................................. 39
Concerning the Trustee............................................ 39
Concerning the Paying Agents...................................... 39
Plan of Distribution.............................................. 40
Legal Opinions.................................................... 41
Experts........................................................... 41
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Unless the context indicates otherwise, the words "GMAC", "we", "our",
"ours" and "us" refer to General Motors Acceptance Corporation.
PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE,
MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES OFFERED IN THIS PROSPECTUS,
INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SHORT-COVERING TRANSACTIONS
AND PENALTY BIDS. THESE TRANSACTIONS IF COMMENCED MAY BE DISCONTINUED AT ANY
TIME.
<PAGE>
RISK FACTORS
Your investment in the notes includes risks. In consultation with your own
financial and legal advisers, you should carefully consider, among other
matters, the following discussion of risks before deciding whether an investment
in the notes is suitable for you. The notes are not an appropriate investment
for you if you are unsophisticated with respect to their significant components
and/or financial matters.
INVESTING IN INDEXED NOTES INVOLVES ADDITIONAL RISK
An investment in indexed notes entails significant risks that are not
associated with an investment in a conventional fixed-rate or floating rate debt
security. Indexation of the interest rate of a note may result in an interest
rate that is less than the rate payable on a conventional fixed-rate debt
security issued at the same time, including the possibility that no interest
will be paid. Indexation of the principal of and/or premium on a note may result
in an amount of principal and/or premium payable that is less than the original
purchase price of the note, including the possibility that no principal will be
paid.
The value of an index can depend on a number of interrelated factors,
including economic, financial and political events, over which we have no
control. These factors are important in determining the existence, magnitude and
longevity of the risks and their results. If the formula used to determine the
amount of principal, premium and/or interest payable with respect to indexed
notes contains a multiplier or leverage factor, the effect of any change in the
index will be magnified. In recent years, values of indices and formulas have
been volatile and you should be aware that volatility may occur in the future.
However, the historical experience of an index should not be taken as an
indication of its future performance. You should consult your own financial and
legal advisors as to the risks entailed by an investment in indexed notes and
the suitability of the notes in light of your particular circumstances.
OUR ABILITY TO REDEEM THE NOTES MAY ADVERSELY AFFECT YOUR RETURN ON THE NOTES
If your notes are redeemable at our option or subject to mandatory
redemption, we may, in the case of optional redemption, or must, in the case of
mandatory redemption, choose to redeem the notes at times when prevailing
interest rates may be relatively low. Accordingly, you will not be able to
reinvest the redemption proceeds in a comparable security at an interest rate as
high as that of the notes.
OUR CREDIT RATINGS MAY NOT REFLECT ALL RISKS OF YOUR INVESTMENT IN THE NOTES
Our credit ratings are an assessment of our ability to pay our obligations.
Consequently, real or anticipated changes in our credit ratings will generally
affect the market value of your notes. Our credit ratings may not reflect the
potential impact of risks related to structure, market or other factors
discussed in this prospectus on the value of your notes.
WE CANNOT ASSURE YOU THAT A MARKET WILL DEVELOP FOR YOUR NOTES OR WHAT THE
MARKET PRICE WILL BE
<PAGE>
We cannot assure you that a trading market for your notes will develop or
be maintained. Many factors independent of our creditworthiness affect the
trading market. These factors include:
o complexity and volatility of the index or formula applicable to the
notes,
o method of calculating the principal, premium and interest in respect
of the notes,
o time remaining to the maturity of the notes,
o outstanding amount of the notes,
o redemption features of the notes,
o amount of other debt securities linked to the index or formula
applicable to the notes, and
o level, direction and volatility of market interest rates generally.
Also,because we have designed some notes for specific investment objectives
or strategies, these notes have a more limited trading market and experience
more price volatility. You should be aware that there may be few investors
willing to buy when you decide to sell your notes. This limited market may
affect the price you receive for your notes or your ability to sell your notes.
You should not purchase notes unless you understand, and know you can bear, the
investment risks.
INVESTING IN NOTES DENOMINATED IN A NON-U.S. CURRENCY WILL EXPOSE YOU TO
EXCHANGE CONTROLS RISK
If you invest in a note denominated in a currency other than U.S. dollars,
there will be significant risks. These risks include the possibility of
significant changes in the exchange rate between the U.S. dollar and each other
currency and the imposition or modification of foreign exchange controls by
either the United States or foreign governments. We have no control over the
factors that generally affect these risks, such as economic, financial and
political events and the supply and demand for the currencies. Also, if payments
on notes denominated in a foreign currency are determined by a formula
containing a multiplier or leverage factors, the effect of any change in the
exchange rates between the currencies will be magnified. In recent years,
exchange rates between the U.S. dollar and certain currencies have been highly
volatile, and you should be aware that volatility may occur in the future.
Fluctuations in any exchange rate that have occurred in the past, however, do
not necessarily indicate fluctuations that may occur during the term of the
notes. Depreciation of the specified currency for a note against the U.S. dollar
would result in a decrease in the yield of your foreign currency notes on a U.S.
dollar basis below its coupon rate and, in certain circumstances, could result
in a loss to you on a U.S. dollar basis.
Governmental exchange controls could affect exchange rates and the
availability of the specified currency on a required payment date. Even if there
are no exchange controls, it is possible that the specified payment currency
will not be available on a required payment date due to circumstances beyond our
control. In such cases, we will be allowed to satisfy our obligations in U.S.
dollars.
<PAGE>
Any pricing supplement relating to notes having a specified currency other
than U.S. dollars will contain information about historical exchange rates for
that currency against the U.S. dollar or other relevant currency and any
relevant exchange controls. We will furnish information concerning exchange
rates as a matter of information only, and you should not regard this
information as indicative of the range of, or trends in, future fluctuations in
currency exchange rates.
THE INFORMATION IN THIS PROSPECTUS IS DIRECTED TO YOU IF YOU ARE A RESIDENT
OF THE UNITED STATES. WE DO NOT CLAIM ANY RESPONSIBILITY TO ADVISE YOU IF YOU
ARE A RESIDENT OF A COUNTRY OTHER THAN THE UNITED STATES WITH RESPECT TO ANY
MATTERS THAT MAY AFFECT THE PURCHASE, SALE, HOLDING OR RECEIPT OF PAYMENTS OF
PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST, IF ANY, ON, THE NOTES. IF YOU ARE
NOT A RESIDENT OF THE UNITED STATES, YOU SHOULD CONSULT YOUR OWN LEGAL AND
FINANCIAL ADVISORS WITH REGARD TO THESE MATTERS.
YOU MAY SUFFER LOSSES RELATED TO JUDGMENTS ENTERED IN A NON-U.S. CURRENCY
The notes will be governed by and construed in accordance with the laws of
the State of New York. New York courts customarily enter judgments or decrees
for money damages in the foreign currency in which notes are denominated. These
amounts are then converted into U.S. dollars at the rate of exchange in effect
on the date the judgment or decree is entered. Courts in the United States
outside New York customarily have not rendered judgments for money damages
denominated in any currency other than the U.S. dollar.
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
SEC's public reference room 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 concerning GMAC can also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the notes. This prospectus, which constitutes
part of the registration statement, does not contain all of the information set
forth in the registration statement. Certain parts of the registration statement
are omitted from the prospectus in accordance with the rules and regulations of
the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them into this document, 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.
<PAGE>
This prospectus incorporates by reference the documents set forth below
that we previously filed with the SEC. These documents contain important
information about GMAC and its finances.
SEC FILINGS (FILE NO. 1-3754) PERIOD
Annual Report on Form 10-K Year ended December 31, 1998
Current Reports on Form 8-K Dated January 21, 1999
Dated April 15, 1999
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
We are a wholly-owned subsidiary of General Motors Corporation and were
incorporated in 1997 under the Delaware General Corporation Law. On January 1,
1998, we merged with our predecessor which was originally incorporated in 1919
under the New York Banking Law relating to investment companies, and assumed all
of our predecessor's assets, liabilities and obligations. We operate directly
and through subsidiaries and associated companies in which we have equity
investments and we offer a wide variety of automotive financial services to and
through franchised General Motors dealers in many countries throughout the
world. We also offer financial services to other automobile dealerships and to
the customers of those dealerships. Other financial services we offer include
insurance and mortgage banking.
Our principal business is:
o to finance the acquisition by franchised General Motors dealers for
resale of various new automotive and nonautomotive products
manufactured by General Motors Corporation;
o to acquire from these 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;
o to finance new products of other manufacturers; and
o to lease motor vehicles and capital equipment.
The automotive financing industry is highly competitive. We principally
compete with affiliated finance subsidiaries of other major manufacturers as
well as banks, commercial finance companies, savings and loan associations and
credit unions. Our business is influenced by our ability to offer competitive
financing rates which is directly affected by our access to capital markets.
<PAGE>
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.
RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED
DECEMBER 31,
1998 1997 1996 1995 1994
1.33 1.42 1.41 1.36 1.33
We compute the ratio of earnings to fixed charges by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
our consolidated earnings and fixed charges. Fixed charges consist of interest
and discount and the portion of rentals for real and personal properties in an
amount we deem to be representative of the interest factor.
USE OF PROCEEDS
We will add the net proceeds from the sale of the notes to our general
funds and they will be available for the purchase of receivables, the making of
loans or the repayment of debt. We may initially use the proceeds to reduce
short-term borrowings or invest in short-term securities.
DESCRIPTION OF NOTES
The terms and conditions in this prospectus will apply to each note unless
otherwise specified in the applicable pricing supplement and in the note. It is
important for you to consider the information contained in this prospectus and
the pricing supplement in making your investment decision.
This section describes some technical concepts, and we occasionally use
defined terms. You will find an alphabetized glossary beginning on page 9 of
this prospectus that defines all of the capitalized terms used in this section
that are not defined in this section.
GENERAL TERMS OF THE NOTES
CURRENCIES
Unless otherwise indicated in the applicable pricing supplement, the notes
will be denominated in U.S. dollars, and payment of principal of, premium, if
any, and interest, if any, on, the notes will be made in U.S. dollars. If any
note is not to be denominated in U.S. dollars, the currency in which a note is
denominated (or, the currency which is then legal tender in the country issuing
that currency) is referred to as the "Specified Currency". If the currency or
currencies in which the principal, premium, if any, and interest, if any, with
respect to the note are to be paid, is different than the currency in which the
note is denominated, this information and any other terms relating to the
non-U.S. dollar denomination, including historical exchange rates for the
Specified Currency as against the U.S. dollar, and any exchange controls or
<PAGE>
other foreign currency risks relating to the Specified Currency, will be
indicated in the applicable pricing supplement. See "Risk Factors-Investing in
Notes Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls
Risk" and "Risk Factors-You May Suffer Losses Related to Judgments Entered in a
Non-U.S. Currency." References in this prospectus to "U.S. dollars" and "$" are
to the currency of the United States of America.
AMOUNT
The notes will be limited to U.S.$10,000,000,000 aggregate initial offering
price, or its equivalent in one or more Specified Currencies. The U.S. dollar
equivalent of notes denominated in a Specified Currency, excluding notes
denominated in U.S. dollars will be determined on the Business Day prior to the
date of our acceptance of a purchase of notes and will be determined on the
basis of the Market Exchange Rate (as defined below) for such Specified
Currency.
INDENTURE
We will issue the notes under an Indenture dated as of December 1, 1993, as
amended by a First Supplemental Indenture dated as of January 1, 1998 (together,
the "Indenture") between us and Citibank, N.A., as Trustee. The Indenture does
not limit the amount of additional unsecured indebtedness ranking equally and
ratably with the notes that we may incur and we may, from time to time, without
the consent of the holders of the notes, provide for the issuance of notes under
the Indenture in addition to the U.S.$10,000,000,000 aggregate initial offering
price of the notes offered in this prospectus. The statements in this prospectus
concerning the notes and the Indenture are not complete and you should refer to
the provisions in the Indenture which are controlling. Whenever we refer to
provisions of the Indenture or defined terms in the Indenture, these provisions
and defined terms are incorporated in this prospectus by reference as a part of
the statements we are making, and these statements are qualified in their
entirety by these references.
RANKING
The notes will constitute unsecured and unsubordinated indebtedness of GMAC
and will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of GMAC (other than obligations preferred by mandatory provisions
of law).
MATURITY
We will offer notes from time to time and they will mature on any day nine
months to thirty years from the Issue Date (as defined below), as selected by
you and agreed to by us. The principal amount of the notes will be payable at
Maturity (as defined in the "Glossary") at the Corporate Trust Office of
Citibank, N.A., Corporate Trust Services, 111 Wall Street, 5th Floor, New York,
New York 10043, or at such other place as we may designate.
INTEREST
Each note will bear interest from the Issue Date at either:
o a fixed rate ("Fixed Rate Notes"), which may be zero in the case of a
note issued at an Issue Price (as defined below) representing a
substantial discount from the principal amount payable upon the
Maturity Date (a "Zero-Coupon Note"), or
o a floating rate or rates determined by reference to one or more Base
Rates (as defined below), which may be adjusted by a Spread and/or
Spread Multiplier (each as defined below) ("Floating Rate Notes").
<PAGE>
Interest rates offered by us with respect to the notes may differ depending
upon, among other things, the aggregate principal amount of the notes purchased
in any single transaction.
BOOK ENTRY, DELIVERY AND FORM OF THE NOTES
We will issue each note in fully registered form without coupons and each
note will be represented by a global note registered in the name of a nominee of
the depositary. Except as set forth in this prospectus, notes will be issuable
only in global form. See "Description of Notes-Book-Entry; Delivery and Form."
All notes issued on the same day and having the same terms, including, but not
limited to, the same:
o designation,
o currency,
o Interest Payment Dates,
o rate of interest,
o Maturity Date, and
o redemption or repayment provisions,
may be represented by a single note. Your beneficial interest in a note will be
shown on, and transfers of the note will be effected only through, records
maintained by the depositary or its participants. Payments of principal of,
premium, if any, and interest, if any, on, notes represented by a global note
will be made by us or our paying agent to the depositary or its nominee. Unless
otherwise specified in the applicable pricing supplement, DTC will be the
depositary. See "Description of Notes-Book-Entry; Delivery and Form."
AMORTIZING NOTES
We may from time to time offer notes ("Amortizing Notes") with the amount
of principal and interest payable in installments over the term of the notes.
Unless otherwise specified in the applicable pricing supplement, interest on
each Amortizing Note will be computed on the basis of a 360-day year of twelve
30-day months. Payments with respect to Amortizing Notes will be applied first
to the interest due and payable and then to the reduction of the unpaid
principal amount. Further information about Amortizing Notes will be specified
in the applicable pricing supplement, including a table setting forth repayment
information for the Amortizing Notes.
DENOMINATIONS
Unless otherwise specified in the applicable pricing supplement, the
authorized denominations of U.S. dollar denominated notes will be U.S.$1,000 and
integral multiples of U.S.$1,000 for an amount in excess of U.S. $1,000. The
authorized denominations of notes denominated in a Specified Currency other than
U.S. dollars will be set forth in the applicable pricing supplement.
<PAGE>
REDEMPTION
Unless otherwise specified in the applicable pricing supplement, the notes
may not be redeemed by us, or repaid at your option, or both, prior to their
Maturity Date (as defined in the "Glossary"). Unless otherwise specified in the
applicable pricing supplement, the notes, other than Amortizing Notes, will not
be subject to any sinking fund. See "Description of Notes-Redemption and
Repayment."
Unless otherwise specified in the applicable pricing supplement, the amount
of any Original Issue Discount Note (as such term is defined in "Description of
Notes-Original Issue Discount Notes") payable upon redemption by us, repayment
at your option or acceleration of Maturity, in lieu of the stated principal
amount due at the Maturity Date, will be the Amortized Face Amount of the
Original Issue Discount Note as of the date of the redemption, repayment or
acceleration. To determine if holders of the requisite amount of notes
outstanding under the Indenture have made a demand or given a notice or waiver
or taken any other action, the outstanding principal amount of any Original
Issue Discount Note will be the Amortized Face Amount.
The "Amortized Face Amount" of an Original Issue Discount Note is the
amount equal to (a) the Issue Price of an Original Issue Discount Note set forth
in the applicable pricing supplement plus (b) the portion of the difference
between the Issue Price and the principal amount of the Original Issue Discount
Note that has accrued at the yield to maturity set forth in the pricing
supplement (computed in accordance with generally accepted United States bond
yield computation principles) at the date as of which the Amortized Face Amount
is calculated, but in no event will the Amortized Face Amount of the Original
Issue Discount Note exceed its stated principal amount. See also "United States
Federal Taxation-Tax Consequences to U.S. Holders-Original Issue Discount
Notes."
PRICING SUPPLEMENT
Unless otherwise specified in this prospectus, the pricing supplement
relating to each note or notes will describe the following terms:
o the Specified Currency;
o whether the note is a Fixed Rate Note, a Floating Rate Note, an
Amortizing Note or a Zero-Coupon Note or other Original Issue Discount
Note;
o whether the note is a Currency Indexed Note or other Indexed Note;
o the price at which the note will be issued to the public (the "Issue
Price");
o the date on which the note will be issued to the public (the "Issue
Date");
<PAGE>
o the Maturity Date of the note;
o if the note is a Fixed Rate Note, the rate per annum at which the note
will bear interest, if any (the "Interest Rate");
o if the note is a Floating Rate Note, the Base Rate or Rates, the
Initial Interest Rate or formula for determining the Initial Interest
Rate, the Interest Reset Period, the Interest Reset Dates, the
Interest Payment Period, the Interest Payment Dates, the Index
Maturity, the Maximum Interest Rate and the Minimum Interest Rate, if
any, and the Spread and/or Spread Multiplier, if any (all as defined
in the prospectus ), and any other terms relating to the method of
calculating the Interest Rate for the note;
o if the note is an Amortizing Note, whether payments of principal and
interest will be made quarterly or semiannually, and the redemption or
repayment information;
o whether the interest rate on such note may be reset upon the
occurrence of certain events or at our option;
o whether the note may be redeemed at our option, or repaid at your
option, prior to its Maturity Date, and if so, the terms of the
redemption or repayment;
o special United States Federal income tax consequences of the purchase,
ownership and disposition of the notes, if any; and
o any other terms of the note that do not conflict with the provisions
of the Indenture.
GLOSSARY
You should refer to the Indenture and the form of notes filed as exhibits
to the registration statement to which this prospectus relates for the full
definition of terms used in this prospectus, and those capitalized terms which
are undefined in this prospectus. We have set forth below a number of
definitions of terms used in this prospectus with respect to the notes.
"Business Day" with respect to any note means, unless otherwise specified
in the applicable pricing supplement, any day, other than a Saturday or Sunday,
that meets each of the following applicable requirements:
such day is:
o not a day on which banking institutions are authorized or required by
law, regulation or executive order to be closed in The City of New
York,
o if the note is denominated in a Specified Currency other than U.S.
dollars or Euro, not a day on which banking institutions are
authorized or required by law, regulation or executive order to close
in the Principal Financial Center of the country issuing the Specified
Currency and is a day on which banking institutions in such Principal
Financial Center are carrying out transactions in such Specified
Currency,
o if the note is denominated in Euro, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open, and
o with respect to London Inter Bank Offer Rate Notes ("LIBOR Notes"), is
also a London Banking Day.
"Interest Payment Date" with respect to any note means a date, other than
at Maturity, on which, under the terms of such Note, regularly scheduled
interest shall be payable.
<PAGE>
"London Banking Day" means any day on which dealings in deposits in the
Indexed Currency are transacted in the London interbank market.
"Maturity Date" with respect to any note means the date on which the note
will mature, as specified on the note, and "Maturity" means the date on which
the principal of a note or an installment of principal becomes due and payable
in full in accordance with its terms and the terms of the Indenture, whether at
its Maturity Date or by declaration of acceleration, call for redemption at our
option, repayment at your option, or otherwise.
"Principal Financial Center" means (i) the capital city of the country
issuing the Specified Currency or (ii) the capital city of the country to which
the Indexed Currency relates, as applicable, except, in the case of (i) or (ii)
above, that with respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Portuguese escudos, Italian lire, and
Swiss francs, the "Principal Financial Center" shall be The City of New York,
Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto,
Frankfurt, Amsterdam, Lisbon (solely in the case of the Indexed Currency),
Milan, and Zurich, respectively.
"Regular Record Date" with respect to:
o any Interest Payment Date for Fixed Rate Notes means, unless otherwise
specified in the applicable pricing supplement, whether or not a
Business Day, the fifteenth day of the calendar month preceding the
Interest Payment Date; and
o any Interest Payment Date for notes other than Fixed Rate Notes means,
unless otherwise specified in the applicable pricing supplement, the
date, whether or not a Business Day, 15 calendar days prior to the
Interest Payment Date.
BOOK-ENTRY; DELIVERY AND FORM
GLOBAL NOTES
Upon issue, all Fixed Rate Notes having the same Issue Date, interest rate,
if any, amortization schedule, if any, Maturity Date and other terms, if any,
will be represented by one or more fully registered global notes (the "Global
Notes") and all Floating Rate Notes having the same Issue Date, Initial Interest
Rate, Base Rate, Interest Period, Interest Payment Dates, Index Maturity, Spread
and/or Spread Multiplier, if any, Minimum Interest Rate, if any, Maximum
Interest Rate, if any, Maturity Date and other terms, if any, will be
represented by one or more Global Notes; provided, that no single Global Note
will exceed U.S.$200,000,000. Each Global Note will be deposited with, or on
behalf of, the depositary and registered in the name of the depositary or its
nominee.
THE DEPOSITARY
The Depository Trust Company ("DTC") will be the initial depositary with
respect to the notes. DTC has advised us and the agents that it is a
limited-purpose trust company organized under the laws of the State of New York,
<PAGE>
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the Exchange Act. DTC was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates.
DTC's participants include securities brokers and dealers (including the
agents), banks, trust companies, clearing corporations and certain other
organizations, some of whom, and/or their representatives, own DTC. Access to
DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Persons who are
not participants may beneficially own securities held by DTC only through
participants. The rules applicable to DTC and its participants are on file with
the SEC.
OWNERSHIP OF GLOBAL NOTES
When we issue the notes represented by a Global Note, the depositary will
credit, on its book-entry registration and transfer system, the participants'
accounts with the principal amounts of the notes represented by the Global Note
beneficially owned by such participants. The accounts to be credited will be
designated by the agents of those notes, or by us, if the notes are offered and
sold directly by us. Ownership of beneficial interests in a Global Note will be
limited to participants or persons that hold interests through participants.
Ownership of beneficial interests in notes represented by a Global Note or
Global Notes will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary, or by participants
in the depositary or persons that may hold interests through participants. The
laws of some states require that purchasers of securities take physical delivery
of securities in definitive form. These limits and laws may impair your ability
to transfer beneficial interests in a Global Note.
So long as the depositary for a Global Note, or its nominee, is the
registered owner of the Global Note, the depositary or its nominee, will be
considered the sole owner or holder of the notes represented by a Global Note
for all purposes under the Indenture. Except as provided below, you, as the
owner of beneficial interests in notes represented by a Global Note or Global
Notes (a) will not be entitled to register the notes represented by a Global
Note registered in your name, (b) will not receive or be entitled to receive
physical delivery of notes in definitive form and (c) will not be considered the
owners or holders of the notes under the Indenture.
Accordingly, you must rely on the procedures of the depositary or on the
procedures of the participant through which you own your interest, to exercise
any rights of a holder under the Indenture or a Global Note. We understand that
under existing policy of the depositary and industry practices, if (a) we
request any action of holders, or (b) you desire to give notice or take action
which a holder is entitled under the Indenture or a Global Note, the depositary
would authorize the participants holding the beneficial interests to give the
notice or take the action.
If you are a beneficial owner that is not a participant, you must rely on
the contractual arrangements you have directly, or indirectly through your
financial intermediary, with a participant to give notice or take action.
<PAGE>
PAYMENTS
We will make payments of principal of, premium, if any, and interest, if
any, on, the notes represented by a Global Note through the Trustee to the
depositary or its nominee, as the registered owner of a Global Note. Neither we,
the Trustee, any Paying Agent or any other of our agents will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Note or
for maintaining, supervising or reviewing any records relating to beneficial
ownership interests. We expect that the depositary, upon receipt of any
payments, will immediately credit the accounts of the related participants with
payments in amounts proportionate to their beneficial interest in such Global
Note. We also expect that payments by participants to owners of beneficial
interests in a Global Note will be governed by standing customer instructions
and customary practices and will be the responsibility of the participants.
CERTIFICATED NOTES
If DTC or any other designated replacement depositary is at any time
unwilling or unable to continue as depositary or ceases to be a clearing agency
registered under the Exchange Act and a successor depositary registered as a
clearing agency under the Exchange Act is not appointed by us within 90 days, we
will issue certificated notes in exchange for all the Global Notes. Also, we may
at any time and in our sole discretion determine not to have the notes
represented by the Global Note and, in such event, will issue certificated notes
in exchange for all the Global Notes. In either instance, you, as an owner of a
beneficial interest in a Global Note, will be entitled to have certificated
notes equal in principal amount to such beneficial interest registered in your
name and will be entitled to physical delivery of the certificated notes. The
certificated notes will be registered in the name or names as the depositary
shall instruct the Trustee. These instructions may be based upon directions
received by the depositary from participants with respect to beneficial
interests in such Global Notes. These certificated notes will be issued in
denominations of U.S.$1,000 or more, in multiples of U.S.$1,000, and will be
issued in registered form only, without coupons. No service charge will be made
for any transfer or exchange of certificated notes, but we may require payment
of a sum sufficient to cover any tax or other governmental charge. (Section 2.07
of the Indenture.)
YEAR 2000
DTC has advised us that the management of DTC is aware that some computer
applications and systems 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 those Systems relating to the timely payment of
distributions to security holders, 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. Also,
DTC's plan includes a testing phase, which, DTC has advised the Industry, is
expected to be completed within appropriate time frames.
<PAGE>
However, DTC's ability to properly perform its services is also dependent
upon other parties, including issuers and their agents, as well as DTC's
participants and indirect participants and third party vendors from whom DTC
licenses software and hardware, on whom DTC relies for information services,
including telecommunication and electrical utility service providers. DTC has
informed the Industry that it is contacting, and will continue to contact, third
party vendors from whom DTC acquires services to impress upon them the
importance of being "Year 2000" compliant, and determine the extent of their
efforts for "Year 2000" remediation and, as appropriate, testing of their
services. In addition, DTC is developing contingency plans as it deems
appropriate. According to DTC, this 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.
PAYMENT CURRENCY
U.S. DOLLARS
Unless otherwise specified in the applicable pricing supplement, and except
as otherwise described in this prospectus with respect to Currency Indexed
Notes, we will pay principal, and premium, if any, and interest, if any, in U.S.
dollars, even if a note is denominated in a Specified Currency other than U.S.
dollars. You may elect to receive all payments in the Specified Currency
(subject to those conditions described in "Risk Factors-Investing in Notes
Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk")
by delivering a written request to our paying agent (the "Paying Agent") in The
City of New York. The Paying Agent must receive your election on or prior to the
applicable Regular Record Date or at least 15 calendar days prior to Maturity
and no election or change of election may be made with respect to payments on
any note if:
o an Event of Default has occurred,
o we have exercised any of our discharge or defeasance options, or
o we have given a notice of redemption.
Your election will remain in effect unless and until you change it by sending
written notice to the Paying Agent, but the Paying Agent must receive your
notice on or prior to the applicable Regular Record Date or at least 15 calendar
days prior to Maturity.
PAYING AGENT
Until we repay the notes or provide for their repayment, we will, at all
times, maintain a Paying Agent in The City of New York capable of performing the
duties described in this prospectus. We have initially appointed Citibank, N.A.,
New York, New York as Paying Agent under the Indenture. We will notify you of
any change in the Paying Agent or its address. Except as may otherwise be
provided in a pricing supplement with respect to Foreign Currency Notes, we will
bear all currency exchange costs unless you have made the election referred to
above. If you have made the above election, you will bear the currency exchange
costs related to your note, which costs will be deducted from the payments due
you.
<PAGE>
DETERMINATION OF U.S. DOLLAR AMOUNTS
Unless otherwise specified in the applicable pricing supplement, in the
case of a note denominated in a Specified Currency other than U.S. dollars, the
amount of U.S. dollar payments in respect of the note will be determined by us
or our agent as specified in the applicable pricing supplement (the "Exchange
Rate Agent"), based on the indicative quotation in The City of New York selected
by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on
the second Business Day preceding the applicable payment date that yields the
largest number of U.S. dollars upon conversion of the Specified Currency. Unless
otherwise specified in the applicable pricing supplement, the selection shall be
made in the following order:
o first, from among the quotations appearing on the bank composite or
multi-contributor pages of the Reuters Monitor Foreign Exchange
Service;
o second, from the Dow Jones Markets Limited (or successor) Monitor
Foreign Exchange Service;
o third, from the quotations received by the Exchange Rate Agent from
three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by us (one of which
may be the Exchange Rate Agent) (the "Exchange Rate") for the purchase
by the quoting dealer, for settlement on the payment date, of the
Specified Currency for U.S. dollars.
If none of these bid quotations are available, we will make payments in the
Specified Currency unless the Specified Currency is unavailable due to exchange
controls or other circumstances beyond our control or is no longer used by the
issuing government or by the international banking community. In this case, we
will make payments in U.S. dollars on the basis of the noon buying rate in The
City of New York for cable transfers in the Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for the Specified Currency on the second Business Day prior to the
payment date, or on another basis as specified in the applicable pricing
supplement.
In the event the Market Exchange Rate is not available, we will be entitled
to make payments in U.S. dollars:
o if the Specified Currency is not a composite currency, on the basis of
the most recently available Market Exchange Rate for the Specified
Currency, or
o if the Specified Currency is a composite currency, in an amount
determined by the Exchange Rate Agent to be the sum of the number of
units of each component currency of the composite currency, as of the
most recent date on which the composite currency was used, multiplied
by the Market Exchange Rate for the component currency on the second
Business Day prior to the payment date (or if the Market Exchange Rate
is not then available, by the most recently available Market Exchange
Rate for the component currency, or as specified in the applicable
pricing supplement).
Any payment made under these circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.
<PAGE>
Unless otherwise specified in the applicable pricing supplement, if you
have elected to receive payments of principal of, and premium, if any, and
interest, if any, on a note in a foreign currency as described above, and the
foreign currency is unavailable as of the due date for payment because of the
imposition of exchange controls or other circumstances beyond our control, or is
no longer used by the issuing government or by the international banking
community, then we may make all payments in U.S. dollars until the foreign
currency is available or is used. The Exchange Rate Agent will determine the
rate at which the amount payable on any date in the foreign currency will be
converted into U.S. dollars, based on the most recently available Market
Exchange Rate or as specified in the applicable pricing supplement.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a component
will be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as components will be replaced by an amount in the single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in the single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a component will be replaced
by the amounts of the two or more currencies with an aggregate value on the date
of division equal to the amount of the former component currency immediately
before the division.
All these determinations made by the Exchange Rate Agent are in its sole
discretion, except that we must approve any determination made by an Exchange
Rate Agent that is not us, and, in the absence of manifest error, all
determinations will be conclusive for all purposes and binding on holders of the
notes.
NO CHANGE IN PAYMENT OBLIGATION
In the event of an official redenomination of a Specified Currency
(including, without limitation, a composite currency), our payment obligations
will not change as a result of the redenomination. Except in the case of
Currency Indexed Notes as described under "Description of Notes-Currency Indexed
Notes-Payment of Principal and Interest," if any other formulae are provided for
in the applicable pricing supplement, we will not adjust any amount payable
under the notes as a result of:
o any change in the value of a Specified Currency relative to any other
currency due solely to fluctuations in exchange rates, or
o any redenomination of any component currency of any composite currency
(unless the composite currency is itself officially redenominated).
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks do
not generally offer non-U.S. dollar denominated checking or savings account
facilities in the United States. Accordingly, we will make payments on notes
made in a Specified Currency other than U.S. dollars from a bank account located
outside the United States, unless otherwise specified in the applicable pricing
supplement.
<PAGE>
INTEREST AND PAYMENTS OF PRINCIPAL AND INTEREST
GENERAL
Except as described below and unless otherwise specified in the applicable
pricing supplement, we will pay interest on the notes and principal of
Amortizing Notes, in each case other than payments made at Maturity, by mailing
a check from a bank account located outside the United States if the check is
payable in a currency other than U.S. dollars, to you at your address appearing
on our security register on the applicable Regular Record Date. Unless otherwise
specified in the applicable pricing supplement, in the case of a note issued
between a Regular Record Date and the Related Interest Payment Date, we will pay
your interest (and, in the case of an Amortizing Note, principal) on the note
from the Issue Date to the Interest Payment Date on the Interest Payment Date
following the succeeding Regular Record Date to you, as the registered holder as
of the succeeding Regular Record Date. Notwithstanding the foregoing, if you are
the holder of U.S.$10,000,000 or more in aggregate principal amount of notes of
like tenor and term, or if you are the holder of the equivalent in a Specified
Currency other than U.S. dollars, you will be entitled to receive interest, and,
principal payments in the case of Amortizing Notes, in immediately available
funds, but only if the Paying Agent has received from you complete and
appropriate instructions in writing on or prior to the applicable Regular Record
Date.
We will pay you, as the owner of a beneficial interest in a note, in
accordance with the depositary's and the participant's procedures in effect from
time to time as described under "Description of Notes-Book-Entry; Delivery and
Form." Simultaneously with your election to receive payments in a Specified
Currency other than U.S. dollars (as provided above), you may, if so entitled as
described above, elect to receive the payments in immediately available funds by
providing complete and appropriate instructions to the Paying Agent. All
payments to you in respect of principal of, and premium, if any, and interest,
if any, on the note will be made in immediately available funds to an account
maintained by you with a bank located outside the United States, or as otherwise
provided in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, payments
of principal, and premium, if any, and interest, if any, at Maturity will be
made by us to you in immediately available funds when you surrender the note at
the office of the Paying Agent, provided that you present the note to the Paying
Agent in time for the Paying Agent to make payments in funds in accordance with
its normal procedures and payable to an account maintained by you with a bank
located outside the United States if payable in a Specified Currency other than
U.S. dollars. See "Important Currency Exchange Information." Unless otherwise
specified in the applicable pricing supplement, the Paying Agent will pay
principal, and premium, if any, and interest, if any, payable at Maturity of a
note by wire transfer in immediately available funds to an account specified by
the depositary. Unless otherwise specified in the applicable pricing supplement,
payments of interest on a Note, and principal of Amortizing Notes in global form
(in each case, other than at Maturity) will be made in same-day funds in
accordance with existing arrangements between the Paying Agent and the
depositary.
We will pay any administrative costs imposed by banks for payments in
immediately available funds, but you will bear any tax, assessment or
governmental charge imposed upon payments, including, without limitation, any
withholding tax.
<PAGE>
If a note, such as an Original Issue Discount Note, is considered issued
with original issue discount, you must include the discount in income for United
States Federal income tax purposes at a constant rate, prior to your receiving
the cash attributable to that income. See "United States Federal Taxation-Tax
Consequences to U.S. Holders-Original Issue Discount Notes." Unless otherwise
specified in the applicable pricing supplement, if the principal of any Original
Issue Discount Note is declared due and payable immediately as described under
"Description of Debt Securities-Events of Default," the amount of principal due
and payable is limited to the aggregate principal amount of the note multiplied
by the sum (expressed as a percentage of the aggregate principal amount) of its
Issue Price plus the original issue discount amortized using the "interest
method" (computed in accordance with generally accepted accounting principles in
effect on the date of declaration) from the Issue Date to the date of
declaration. Special considerations applicable to the notes will be set forth in
the applicable pricing supplement.
The Interest Payment Dates for Fixed Rate Notes are described below under
"Fixed Rate Notes," and the Interest Payment Dates for Floating Rate Notes are
indicated in the applicable pricing supplement.
FIXED RATE NOTES
INTEREST PERIODS
Each Fixed Rate Note will bear interest from and including its Issue Date
at the rate per annum set forth on the note and in the applicable pricing
supplement until we pay or make available for payment the principal amount of
the note in full, except as described below under "Description of
Notes-Subsequent Interest Periods" and "Description of Notes-Extension of
Maturity." Unless otherwise specified in the applicable pricing supplement, we
will pay interest on each Fixed Rate Note (other than a Zero-Coupon Note or an
Amortizing Note), either semiannually each April 1 and October 1, or annually
each October 1, as selected by you, and at Maturity.
When we pay interest on a Fixed Rate Note, we will include accrued interest
from and including the Issue Date or from and including the last day for which
interest has been paid (or provided for), to, but excluding, the Interest
Payment Date or date of Maturity.
PAYMENT DATES
Unless otherwise specified in the applicable pricing supplement, we will
pay principal of and interest on each Amortizing Note, either quarterly each
January 1, April 1, July 1 and October 1, or semiannually each April 1 and
October 1, as selected by you, and at Maturity. Payments with respect to
Amortizing Notes will be applied first to interest due and payable on the notes
and then to the reduction of the unpaid principal amount of the notes. A table
setting forth repayment information for each Amortizing Note will be set forth
in the applicable pricing supplement.
Any payment of principal, and premium, if any, or interest required to be
made on a Fixed Rate Note on a day which is not a Business Day does not have to
be made on that day, but may be made on the next succeeding Business Day, and no
additional interest will accrue as a result of the delayed payment. Unless
otherwise specified in the applicable pricing supplement, any interest on Fixed
Rate Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
<PAGE>
INTEREST RATES
We may change the interest rates that we offer on Fixed Rate Notes without
notice from time to time, but no change will affect any Fixed Rate Notes already
issued or for which we have accepted an offer to purchase.
FLOATING RATE NOTES
INTEREST RATES
Unless otherwise specified in the applicable pricing supplement, each
Floating Rate Note will bear interest at a rate determined by:
o an interest rate base (the "Base Rate"), which may be adjusted by a
Spread and/or a Spread Multiplier (each as defined below), or
o an interest rate determined by reference to two or more Base Rates, as
adjusted by the applicable Spread and/or a Spread Multiplier (as
specified in the applicable pricing supplement).
The "Spread" is the number of basis points (one basis point equals one
hundredth of a percentage point) to be added to or subtracted from the Base Rate
applicable to the interest rate for the Floating Rate Note.
The "Spread Multiplier" is the percentage of the Base Rate applicable to
the Base Rate Note used to determine the interest rate on the Floating Rate
Note. Each Floating Rate Note and the applicable pricing supplement will specify
the Index Maturity and the Spread and/or Spread Multiplier, if any.
The "Index Maturity" for any Floating Rate Note is the period to maturity
of the instrument or obligation from which the Base Rate is calculated and will
be specified in the applicable pricing supplement.
We may change the Multiplier, Index Maturity and other variable terms of
the Floating Rate Notes from time to time, but no change will affect any note
already issued or for which we have accepted an offer to purchase.
The applicable pricing supplement will designate one of the following Base
Rates for each Floating Rate Note:
o the Certificate of Deposit Rate (a "CD Rate Note"),
o the Commercial Paper Rate (a "Commercial Paper Rate Note"),
o the Federal Funds Rate (a "Federal Funds Rate Note"),
o LIBOR (a "LIBOR Note"),
o the Prime Rate (a "Prime Rate Note"),
o the Treasury Rate (a "Treasury Rate Note"),
o the CMT Rate (a "CMT Rate Note") or
o any other Base Rate or interest rate formula as is set forth in such
pricing supplement and in such Floating Rate Note.
<PAGE>
As specified in the applicable pricing supplement, a Floating Rate Note may
also have:
o a ceiling on the interest rate during any Interest Period ("Maximum
Interest Rate") and/or
o a floor on the interest rate during any Interest Period ("Minimum
Interest Rate").
In addition, the interest rate on a Floating Rate Note will not be higher than
the maximum rate permitted by applicable law, as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest, with certain exceptions, for any loan in an amount
less than U.S.$250,000 is 16% and for any loan equal to or greater than
U.S.$250,000 and less than U.S.$2,500,000 is 25% per annum on a simple interest
basis. These limits do not apply to loans of U.S.$2,500,000 or more.
INTEREST RESET DATES
Each Floating Rate Note and the applicable pricing supplement will specify
if the interest rate on the Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semiannually or annually (each an "Interest Reset Period")
and the date on which the interest rate will be reset (each an "Interest Reset
Date"). Unless otherwise specified in the applicable pricing supplement, the
Interest Reset Date will be, in the case of Floating Rate Notes that reset:
o daily, on each Business Day;
o weekly, on the Wednesday of each week; except in the case of Treasury
Rate Notes, on the Tuesday of each week (except as provided below);
o monthly, on the third Wednesday of each month;
o quarterly, on the third Wednesday of January, April, July and October;
o semiannually, on the third Wednesday of the specified two months of
each year; and
o annually, on the third Wednesday of the specified month.
The interest rate in effect from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate (as defined below).
If any Interest Reset Date for any Floating Rate Note is not a Business
Day, the Interest Reset Date will be postponed to the next succeeding Business
Day. However, in the case of a LIBOR Note, if the next succeeding Business Day
falls in the next succeeding calendar month, the Interest Reset Date will be the
immediately preceding Business Day. The interest rate or the formula for
establishing the interest rate effective for a Floating Rate Note from the Issue
Date to the first Interest Reset Date (the "Initial Interest Rate") will be
specified in the applicable pricing supplement.
INTEREST PAYMENT DATES
Except as provided below, and unless otherwise specified in the applicable
pricing supplement, we will pay interest:
<PAGE>
o in the case of Floating Rate Notes with a daily, weekly or monthly
Interest Reset Date, on the third Wednesday of each month or on the
third Wednesday of January, April, July and October, as specified in
the applicable pricing supplement;
o in the case of Floating Rate Notes with a quarterly Interest Reset
Date, on the third Wednesday of January, April, July and October;
o in the case of Floating Rate Notes with a semiannual Interest Reset
Date, on the third Wednesday of the specified two months of each year;
o in the case of Floating Rate Notes with an annual Interest Reset Date,
on the third Wednesday of the specified month, and,
o in each case, at Maturity.
Subject to the last sentence of this paragraph, unless otherwise specified in
the applicable pricing supplement, if an Interest Payment Date (other than at
Maturity) with respect to any Floating Rate Note falls on a day that is not a
Business Day, the Interest Payment Date will be postponed to the next succeeding
Business Day. In the case of LIBOR Notes, if the next succeeding Business Day
falls in the next succeeding calendar month, the Interest Payment Date will be
the immediately preceding Business Day. Any payment of principal, and premium,
if any, and interest required to be made on a Floating Rate Note at Maturity
that is not a Business Day will be made on the next succeeding Business Day and
no interest will accrue as a result of any delayed payment.
ACCRUED INTEREST
Unless otherwise specified in the applicable pricing supplement, we will
pay interest on each Interest Payment Date or at Maturity for Floating Rate
Notes equal to the interest accrued from and including the Issue Date or from
and including the last Interest Payment Date to which interest has been paid to,
but excluding, the Interest Payment Date or date of Maturity (an "Interest
Period").
Unless otherwise specified in the applicable pricing supplement, with
respect to a Floating Rate Note, accrued interest will be calculated by
multiplying the principal amount of the Floating Rate Note by an accrued
interest factor. Unless otherwise specified in the applicable pricing
supplement, the accrued interest factor will be computed by adding the interest
factors calculated for each day in the Interest Period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
pricing supplement, the interest factor for each day is computed by dividing the
interest rate applicable on such day by 360, in the cases of CD Rate Notes,
Commercial Paper Rate Notes, Federal Funds Rate Notes, Prime Rate Notes and
LIBOR Notes, or by the actual number of days in the year, in the case of
Treasury Rate Notes or CMT Rate Notes. Except as set forth above, or in the
applicable pricing supplement, the interest rate in effect on each day will be:
o if the day is an Interest Reset Date, the interest rate determined as
of the Interest Determination Date (as defined below) immediately
preceding this Interest Reset Date, or
o if the day is not an Interest Reset Date, the interest rate determined
as of the Interest Determination Date immediately preceding the
Interest Reset Date (or if none, the Initial Interest Rate).
<PAGE>
ROUNDING
Unless otherwise specified in the applicable pricing supplement, all
interest rates on a Floating Rate Note will be expressed as a percentage
rounded, if necessary, to the nearest one hundred-thousandth of a percent
(.0000001), with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)). All U.S.
dollars amounts related to interest on Floating Rate Notes will be rounded to
the nearest cent or, in the case of notes not denominated in U.S. dollars, the
nearest unit (with one-half cent or unit being rounded upwards).
INTEREST DETERMINATION DATE
Unless otherwise specified in the applicable pricing supplement, the
"Interest Determination Date" pertaining to an Interest Reset Date for CD Rate
Notes, CMT Rate Notes, Commercial Paper Rate Notes, Prime Rate Notes and Federal
Funds Rate Notes will be the second Business Day preceding the Interest Reset
Date; the Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Note will be the second London Banking Day preceding the Interest Reset
Date; and the Interest Determination Date pertaining to an Interest Reset Date
for a Treasury Rate Note will be the day of the week in which the Interest Reset
Date falls on which direct obligations of the United States ("Treasury Bills")
of the applicable Index Maturity (as specified on the face of such Treasury Rate
Note) are auctioned. Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that the auction may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is held
on the preceding Friday, that Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction falls on a day that is an Interest Reset Date, the Interest Reset
Date will be the next following Business Day. Unless otherwise specified in the
applicable pricing supplement, the Interest Determination Date pertaining to a
note having an interest rate determined by reference to two or more Base Rates,
will be the first Business Day at least two Business Days prior to the Interest
Reset Date for the note.
Unless otherwise specified in the applicable pricing supplement, the
"Calculation Date," where applicable, pertaining to an Interest Determination
Date will be the earlier of:
o the tenth calendar day after the Interest Determination Date, or, if
such day is not a Business Day, the next succeeding Business Day, or
o the Business Day preceding the applicable Interest Payment Date or the
Maturity Date.
The applicable pricing supplement shall specify a calculation agent (the
"Calculation Agent"), which may be GMAC, with respect to any issue of Floating
Rate Notes. Upon your request, the Calculation Agent will provide the interest
rate then in effect and, if determined, the interest rate that will become
effective on the next Interest Reset Date with respect to your Floating Rate
Note. If at any time the Trustee is not the Calculation Agent, we will notify
the Trustee of each determination of the interest rate applicable to any
Floating Rate Note.
<PAGE>
BASE RATES ON FLOATING RATE NOTES
The interest rate in effect with respect to a Floating Rate Note from the
Issue Date to the first Interest Reset Date will be the Initial Interest Rate
which is specified in the applicable pricing supplement. The interest rate for
each subsequent Interest Reset Date will be determined by the Calculation Agent
as follows:
CD RATE NOTES
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CD Rate Notes and in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, the "CD
Rate" means, with respect to any Interest Determination Date, the rate on that
date for negotiable certificates of deposit having the Index Maturity designated
in the applicable pricing supplement as published in H.15(519) (as defined
below), under the heading "CDs (secondary market)." If the rate is not published
by 3:00 p.m., New York City time, on the Calculation Date pertaining to the
Interest Determination Date, the CD Rate will be the rate on the Interest
Determination Date for negotiable certificates of deposit of the applicable
Index Maturity specified in the applicable pricing supplement as published in
H.15 Daily Update (as defined below) or such other recognized electronic source
displaying the rate, under the heading "CD (secondary market)."
If the rate is not yet published in either H.15(519), H.15 Daily Update or
another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date pertaining to the Interest Determination Date, the CD Rate on
the Interest Determination Date will be calculated by the Calculation Agent. The
CD Rate will be the arithmetic mean of the secondary market offered rates as of
10:00 a.m., New York City time, on such Interest Determination Date, of three
leading non-bank dealers in negotiable U.S. dollar certificates of deposit in
The City of New York selected by the Calculation Agent, after consultation with
us, for negotiable certificates of deposit of major United States money center
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the applicable Index Maturity in a denomination of
U.S.$5,000,000. If the dealers selected by the Calculation Agent are not quoting
the secondary market offered rates, the rate of interest in effect for the
applicable period will be the rate of interest in effect on such Interest
Determination Date.
"H.15 (519)" means the weekly statistical release designated as such, or
any successor publication published by the Board of Governors of the Federal
Reserve System.
"H.15 Daily Update" means the daily update of H.15(519) available through
the World Wide Web site of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/release/h15/update, or any successor site or
publication.
<PAGE>
You should be aware that CD Rate Notes, like other notes, are not deposit
obligations of a bank and are not insured by the Federal Deposit Insurance
Corporation.
COMMERCIAL PAPER RATE NOTES
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread and/or
the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and
in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, the
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) on the date of the rate for commercial
paper having the Index Maturity specified in the applicable pricing supplement,
as published in H.l5(519) under the heading "Commercial Paper-Nonfinancial." In
the event that the rate is not published prior to 3:00 p.m., New York City time,
on the Calculation Date pertaining to the Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield on the Interest
Determination Date of the rate for commercial paper of the applicable Index
Maturity as published in H.15 Daily Update, or another recognized electronic
source displaying the rate, under the heading "Commercial Paper-Nonfinancial."
If the rate is not yet published in either H.15(519), H.15 Daily Update or
another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date pertaining to the Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 a.m., New York City time, on the Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent, after consultation with us, for
commercial paper of the applicable Index Maturity, placed for industrial issuers
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating agency. If the dealers selected by the Calculation Agent are
not quoting the offered rates, the rate of interest for the applicable period
will be the rate of interest in effect on the Interest Determination Date.
"Money Market Yield" will be a yield calculated using the following
formula:
Money Market Yield = D X 360 x 100
-------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES
Federal Funds Rat e Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread and/or the
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in
the applicable pricing supplement.
<PAGE>
Unless otherwise specified in the applicable pricing supplement, the
"Federal Funds Rate" means, with respect to any Interest Determination Date, the
rate on that date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)", as displayed on Bridge Telerate, Inc. (or any
successor service) on page 120 (or any replacement page) ("Telerate Page 120").
If the rate does not appear on Telerate Page 120 or is not published by 3:00
p.m., New York City time, on the Calculation Date pertaining to the Interest
Determination Date, the Federal Funds Rate will be the rate on the Interest
Determination Date as published in H.15 Daily Update, or another recognized
electronic source displaying the rate, under the heading "Federal Funds
(Effective)."
If the rate is not yet published in either H.15(519), H.15 Daily Update or
another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date pertaining to the Interest Determination Date, then the Federal
Funds Rate for the Interest Determination Date will be calculated by the
Calculation Agent. The Federal Funds Rate will be the arithmetic mean of the
rates for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent, after consultation with us, as of 9:00 a.m., New York
City time, on the Interest Determination Date. If the brokers selected by the
Calculation Agent are not quoting these rates, the rate of interest in effect
for the applicable period will be the rate of interest in effect on the Interest
Determination Date.
LIBOR NOTES
LIBOR Notes will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread and/or the Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the LIBOR Notes and in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "LIBOR"
means the rate determined by the Calculation Agent in accordance with the
following provisions:
o With respect to an Interest Determination Date relating to a LIBOR
Note or any Floating Rate Note for which the interest rate is
determined with reference to LIBOR, LIBOR will be either (a) if "LIBOR
Reuters" is specified in the applicable pricing supplement, the
arithmetic mean of the offered rates (unless the specified Designated
LIBOR Page provides only for a single rate, in which case a single
rate shall be used) for deposits in the Index Currency having the
Index Maturity designated in the applicable pricing supplement,
commencing on the second London Banking Day immediately following that
Interest Determination Date, that appear on the Designated LIBOR Page
specified in the applicable pricing supplement as of 11:00 a.m. London
time, on that Interest Determination Date, if at least two offered
rates appear (unless only a single rate is required) on the Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable
pricing supplement, the rate for deposits in the Index Currency having
the Index Maturity designated in the applicable pricing supplement
commencing on the second London Banking Day immediately following that
Interest Determination Date that appears on the Designated LIBOR Page
specified in the applicable pricing supplement as of 11:00 a.m. London
time, on that Interest Determination Date. If fewer than two offered
rates appear, or no rate appears, LIBOR will be determined as if the
parties had specified the rate described in the immediately following
clause.
<PAGE>
o With respect to an Interest Determination Date on which fewer than two
offered rates appear, or no rate appears, on the applicable Designated
LIBOR Page as specified in the immediately preceding clause, the
Calculation Agent will request the principal London offices of each of
four major reference banks in the London interbank market, as selected
by the Calculation Agent, after consultation with us, to provide the
Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity designated in the
applicable pricing supplement, commencing on the second London Banking
Day immediately following the Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m.,
London time, on the Interest Determination Date and in a principal
amount that is representative for a single transaction in the Index
Currency in the market at such time. If at least two quotations are
provided, LIBOR determined on such Interest Determination Date will be
the arithmetic mean of those quotations. If fewer than two quotations
are provided, LIBOR determined on the Interest Determination Date will
be the arithmetic mean of the rates quoted at approximately 11:00
a.m., in the applicable Principal Financial Center, on the Interest
Determination Date by three major banks in the Principal Financial
Center selected by the Calculation Agent, after consultation with us,
for loans in the Index Currency to leading European banks, having the
Index Maturity designated in the applicable pricing supplement,
commencing on the second London Banking Day immediately following the
Interest Determination Date, and in a principal amount that is
representative for a single transaction in the Index Currency in the
market at such time. If the banks selected by the Calculation Agent
are not quoting the necessary rates, LIBOR determined on the Interest
Determination Date will be LIBOR in effect on the Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable pricing supplement as the currency for which LIBOR
shall be calculated. If no currency is specified in the applicable pricing
supplement, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either:
o if "LIBOR Reuters" is designated in the applicable pricing supplement,
the display on the Reuters Monitor Money Rates Service (or any
successor service) for displaying the London interbank rates of major
banks for the applicable Index Currency, or
o if "LIBOR Telerate" is designated in the applicable pricing
supplement, the display on Dow Jones Markets Limited (or any successor
service) for displaying the London interbank rates of major banks for
the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable
pricing supplement, LIBOR for the applicable Index Currency will be determined
as if LIBOR Telerate (and, if the U.S. dollar is the Index Currency, page 3750)
had been specified.
<PAGE>
PRIME RATE NOTES
Prime Rate Notes will bear interest at the interest rate (calculated with
reference to the Prime Rate and the Spread and/or the Spread Multiplier, if any,
and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the Prime Rate Notes and in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, the "Prime
Rate" means, with respect to any Interest Determination Date, the rate on the
date as published in H.15(519) under the heading "Bank Prime Loan." If the rate
is not published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Interest Determination Date, the Prime Rate published in H.15
Daily Update, or another recognized electronic source displaying the rate, under
the heading "Bank Prime Loan." If the rate is not yet published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time, on the related Calculation Date, then the Prime Rate will be
determined by the Calculation Agent. The Prime Rate will be the arithmetic mean
of the rates of interest publicly announced by each bank named on the "Reuters
Screen US PRIME1 Page" (as defined below) as such bank's prime rate or base
lending rate as of 11:00 a.m., New York City time, on the Interest Determination
Date. "Reuter Screen US PRIME1" means the display on the Reuters Monitor Money
Rates Service (or any successor service) on the "US PRIME1" page, or another
page as may replace the US PRIME1 page on that service for displaying prime
rates or base lending rates of major United States banks.
If between one and four rates appear on the Reuters Screen US PRIME1 Page
for the Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on the Interest Determination Date by four major money center
banks in The City of New York selected by the Calculation Agent, after
consultation with us. If fewer than two rates appear on the Reuters Screen US
PRIME1 Page, the Prime Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of the prime rates furnished in The City of New York by
the appropriate number of substitute banks or trust companies organized and
doing business under the laws of the United States, or any State of the United
States, selected by the Calculation Agent, after consultation with us, to
provide the rate or rates, in each case having total equity capital of at least
U.S.$500,000,000 and being subject to supervision or examination by federal or
state authority. If the banks or trust companies selected by the Calculation
Agent are not quoting prime rates, the rate of interest in effect for the
applicable period will be the rate of interest in effect on the Interest
Determination Date.
TREASURY RATE NOTES
Treasury Rate Notes will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread and/or the Spread Multiplier,
if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate,
if any) specified in the Treasury Rate Notes and in the applicable pricing
supplement.
<PAGE>
Unless otherwise specified in the applicable pricing supplement, the
"Treasury Rate" means, with respect to any Interest Determination Date, the rate
for the auction held on the Interest Determination Date of direct obligations of
the United States ("Treasury Bills") having the Index Maturity designated in the
applicable pricing supplement, under the heading "Investment Rate" on the
display on Bridge Telerate, Inc. (or any successor service) on Page 56 (or any
replacement page) ("Telerate Page 56") or page 57 (or any replacement page)
("Telerate Page 57"). If the rate is not published by 3:00 p.m., New York City
time on the Calculation Date pertaining to the Interest Determination Date, the
rate will be the Bond Equivalent Yield (as defined below) of the rate for
Treasury Bills as published in H.15 Daily Update, or another recognized
electronic source displaying the rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High". If the rate is not published in H.15
Daily Update or another electronic source by 3:00 p.m., New York City time, on
the related Calculation Date, the rate will be the Bond Equivalent Yield of the
auction rate of the Treasury Bills as announced by the United States Department
of the Treasury.
In the event that the results of the auction of Treasury Bills having the
applicable Index Maturity designated in the applicable pricing supplement are
not announced by 3:00 p.m., New York City time, on the Calculation Date or if no
auction is held on the Interest Determination Date, then the Treasury Rate will
be the Bond Equivalent Yield of the rate on the Treasury Rate Interest
Determination Date of Treasury Bills having the Index Maturity specified in the
applicable pricing supplement as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market". If the rate is not yet
published in H.15(519)by 3:00 p.m., New York City time, on the related
Calculation Date, the rate will be the rate on the Treasury Rate Interest
Determination Date of the Treasury Bills as published in H.15 Daily Update, or
another recognized electronics source displaying the rate, under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market." If the rate is not
yet published in H.15(519) H.15 Daily Update or another recognized electronic
source, then the Treasury Rate will be calculated by the Calculation Agent and
will be the Bond Equivalent Yield of the arithmetic mean of the secondary market
bid rates, as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date, of three leading primary United States government securities
dealers selected by the Calculation Agent, after consultation with us, for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
designated in the applicable pricing supplement. If the dealers selected by the
Calculation Agent are not quoting bid rates, the interest rate for the
applicable period will be the interest rate in effect on such Interest
Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated using the following formula:
Bond Equivalent Yield = D X N x 100
-------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable Interest Reset Period.
<PAGE>
CMT RATE NOTES
Unless otherwise specified in the applicable pricing supplement, "CMT Rate"
means, with respect to any Interest Determination Date relating to a Floating
Rate Note for which the interest rate is determined with reference to the CMT
Rate (a "CMT Rate Interest Determination Date"), the rate displayed on the
Designated CMT Telerate Page under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
p.m.," under the column for the Designated CMT Maturity Index for:
o if the Designated CMT Telerate Page is 7051, the rate on the CMT Rate
Interest Determination Date, and
o if the Designated CMT Telerate Page is 7052, the weekly or monthly
average as specified in the applicable pricing supplement for the
week, or the month, ended immediately preceding the week or the month,
in which the related CMT Rate Interest Determination Date occurs.
If this rate is no longer displayed on the relevant page or is not displayed by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Rate Interest Determination Date will be the treasury constant
maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519).
If the rate is no longer published or is not published by 3:00 p.m., New
York City time, on the related Calculation Date, then the CMT Rate on the CMT
Rate Interest Determination Date will be the treasury constant maturity rate for
the Designated CMT Maturity Index, or other United States Treasury Rate for the
Designated CMT Maturity Index, for the CMT Rate Interest Determination Date with
respect to the Interest Reset Date as then published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If the information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent. The
rate will then be a yield to maturity, based on the arithmetic mean of the
secondary market rates as of approximately 3:30 p.m., New York City time, on the
CMT Rate Interest Determination Date reported by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City of
New York (which may include the agent or its affiliates) selected by the
Calculation Agent (from an initial group of five Reference Dealers selected by
the Calculation Agent after consultation with us, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than the Designated
CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three Treasury Note
quotations, the CMT Rate on the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent. The rate will then be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Rate Interest
<PAGE>
Determination Date of three Reference Dealers in The City of New York (from an
initial group of five Reference Dealers selected by the Calculation Agent, after
consultation with us, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of the Reference Dealers are quoting these rates, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of the quotes will be eliminated. If fewer than three
Reference Dealers selected by the Calculation Agent are quoting these rates, the
CMT Rate determined as of the CMT Rate Interest Determination Date will be the
CMT Rate in effect on the CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the Calculation Agent will obtain
quotations for the Treasury Note with the shorter remaining term to maturity
from five Reference Dealers.
"Designated CMT Telerate Page" means the display on the Bridge Telerate,
Inc. (or any successor service) on the page specified in the applicable pricing
supplement (or any replacement page) for displaying Treasury Constant Maturities
as reported in H.15(519), or if no page is specified in the applicable pricing
supplement, page 7052.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable pricing supplement with respect to which the CMT
Rate will be calculated. If no maturity is specified in the applicable pricing
supplement, the Designated CMT Maturity Index will be 2 years.
ORIGINAL ISSUE DISCOUNT NOTES
We may issue notes at a price less than the stated redemption price at
maturity of the notes of an amount greater than a DE MINIMIS amount (0.25% of
the stated redemption price at maturity multiplied by the number of complete
years to maturity, or, in the case of a note providing for payments prior to
maturity of amounts other than qualified stated interest, the weighted average
maturity). As a result, these notes will be treated as if they were issued with
original issue discount for United States Federal income tax purposes ("Original
Issue Discount Notes"). Original Issue Discount Notes may currently pay no
interest or interest at a rate which is below market rates at the time of
issuance. See "United States Federal Taxation-Tax Consequences to U.S.
Holders-Original Issue Discount Notes." Additional considerations relating to
Original Issue Discount Notes will be described in the applicable pricing
supplement.
CURRENCY INDEXED NOTES
We may from time to time offer notes where the principal amount payable at
Maturity and/or the rate of interest on the notes is determined by reference to
the rate of exchange between the currency or composite currency in which the
notes ("Currency Indexed Notes") are denominated (the "Denominated Currency")
and the currency or currencies or composite currency or composite currencies
(the "Indexed Currency") specified or determined in the applicable pricing
supplement.
<PAGE>
Unless otherwise specified in the applicable pricing supplement:
o if you hold a Currency Indexed Note you will be entitled to receive a
principal amount greater than the face amount of Currency Indexed
Notes specified in the applicable pricing supplement (the "Face
Amount") if, at Maturity, the rate at which the Denominated Currency
can be exchanged for the Indexed Currency is greater than the rate of
the exchange designated as the Base Exchange Rate, expressed in units
of the Indexed Currency per one unit of the Denominated Currency, in
the applicable pricing supplement (the "Base Exchange Rate"), and
o if you hold a Currency Indexed Note you will be entitled to receive a
principal amount less than the Face Amount of those notes if, at
Maturity, the rate at which the Denominated Currency can be exchanged
for the Indexed Currency is less than the Base Exchange Rate, in each
case determined as described below under "Currency Indexed
Notes-Payment of Principal and Interest."
The applicable pricing supplement will set forth information about the
historical value of the applicable Denominated Currency against the applicable
Indexed Currency, any exchange controls applicable to the Denominated Currency
or Indexed Currency and the tax consequences which you may encounter. You should
be aware that historical information is not necessarily indicative of future
performance. See "Risk Factors-Investing in Notes Denominated in a Non-U.S.
Currency Will Expose You to Exchange Controls Risk" and "Risk Factors-Investing
in Indexed Notes Involves Additional Risk."
PAYMENT OF PRINCIPAL AND INTEREST
INTEREST
Unless otherwise specified in the applicable pricing supplement, we will
pay interest in the Denominated Currency based on the Face Amount of the
Currency Indexed Notes at the rate and times and in the manner set forth in this
prospectus and in the applicable pricing supplement.
PRINCIPAL
Unless otherwise specified in the applicable pricing supplement, we will
pay principal of a Currency Indexed Note in the Denominated Currency at
Maturity. The amount of principal will equal the Face Amount of the Currency
Indexed Note, plus or minus an amount of the Denominated Currency determined by
the Exchange Rate Agent specified in the applicable pricing supplement, which
may be GMAC, by reference to the difference between the Base Exchange Rate and
the rate at which the Denominated Currency can be exchanged for the Indexed
Currency as determined on the second Exchange Rate day (the "Determination
Date") prior to Maturity of the Currency Indexed Note by the Exchange Rate
Agent. The rate of exchange will be based upon the arithmetic mean of the open
market spot offer quotations for the Indexed Currency (spot bid quotations for
the Denominated Currency) obtained by the Exchange Rate Agent from the Reference
Dealers (as defined below) in The City of New York at 11:00 a.m., New York City
time, on the Determination Date, for an amount of Indexed Currency equal to the
aggregate Face Amount of the Currency Indexed Note multiplied by the Base
Exchange Rate, with settlement at Maturity to be in the Denominated Currency.
<PAGE>
The "Spot Rate" is the rate of exchange as determined and expressed in
units of the Indexed Currency per one unit of the Denominated Currency. If
quotations from the Reference Dealers are not available on the Determination
Date due to circumstances beyond our control or the control of the Exchange Rate
Agent, the Spot Rate will be determined based on the most recently available
quotations from the Reference Dealers.
As used in this prospectus, the term "Reference Dealers" shall mean the
three banks or firms specified in the applicable pricing supplement or, if any
of them shall be unwilling or unable to provide the requested quotations, other
major money center bank or banks in The City of New York selected by the
Exchange Rate Agent, in consultation with us, to act as Reference Dealer or
Dealers. In the absence of manifest error, the determination by the Exchange
Rate Agent of the Spot Rate and the principal amount of Currency Indexed Notes
payable at Maturity will be final and binding on us and on you if you hold
Currency Indexed Notes.
See "Description of Notes-Payment Currency" for a discussion of the
procedures followed by the Exchange Rate Agent if the Denominated Currency of a
Currency Indexed Note is unavailable for payment because of the imposition of
exchange controls or other circumstances beyond our control or the Denominated
Currency is no longer used as discussed in that section.
The applicable pricing supplement will specify the formula to be used by
the Exchange Rate Agent to determine the principal amount of a Currency Indexed
Note payable at Maturity.
OTHER INDEXED NOTES AND TERMS APPLICABLE TO ALL INDEXED NOTES
We may issue notes as indexed notes, other than Currency Indexed Notes, and
the principal amount payable at Maturity and/or the interest on these notes, or
both, may be determined by reference to the price of one or more specified
securities or commodities, to one or more securities or commodities exchange
indices or other indices or by other methods or formulae ("Indexed Notes"). If
you hold an Indexed Note you may receive a principal amount at Maturity that is
greater than or less than the face amount of the notes depending upon the
fluctuation of the relative value, rate or price of the specified index. The
pricing supplement relating to the Indexed Note will describe the method for
determining the amount of interest and principal payable at the Maturity Date,
tax consequences of the purchase, ownership or disposition which you may
encounter if you hold the notes, risks associated with an investment in the
notes and other information relating to the notes. See "Risk Factors-Investing
in Indexed Notes Involves Additional Risk."
YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE
RISKS ENTAILED BY AN INVESTMENT IN CURRENCY INDEXED NOTES OR OTHER INDEXED
NOTES. THIS INVESTMENT ENTAILS SIGNIFICANT RISKS THAT ARE NOT ASSOCIATED WITH A
SIMILAR INVESTMENT IN A SECURITY OF WHICH THE PRINCIPAL AMOUNT PAYABLE AT
MATURITY IS NOT DETERMINED BY CURRENCY EXCHANGE RATES OR SECURITIES OR
COMMODITIES EXCHANGE INDICES OR OTHER INDICES. THIS INVESTMENT IS NOT
APPROPRIATE FOR YOU IF YOU ARE UNSOPHISTICATED WITH RESPECT TO THESE
TRANSACTIONS.
Unless otherwise specified in the applicable pricing supplement, (a) to
determine if the requisite holders have made a demand or given a notice or
waiver or taken any other action, the outstanding principal amount of Indexed
Notes, including Currency Indexed Notes, will be be the face amount of the
notes, and (b) in the event of an acceleration of the Maturity Date of an
Indexed Note, the principal amount payable to the holder of the note upon
acceleration will be the same principal amount as would be paid at Maturity, if
the date of acceleration were the Maturity Date.
<PAGE>
SUBSEQUENT INTEREST PERIODS
The pricing supplement relating to each note will indicate whether we have
the option to reset the interest rate, in the case of a Fixed Rate Note, or to
reset the Spread and/or Spread Multiplier, in the case of a Floating Rate Note,
and, if so, the date or dates on which we may reset the interest rate or the
Spread and/or Spread Multiplier (each an "Optional Reset Date"). If we have this
option, the following procedures will apply, unless modified in the applicable
pricing supplement.
We may exercise this option by notifying the Trustee 50 to 60 days prior to
an Optional Reset Date. Not later than 40 days prior to the Optional Reset Date,
the Trustee will mail to the holder of the note a notice (the "Reset Notice")
setting forth:
o our election to reset the interest rate, in the case of a Fixed Rate
Note, or the Spread and/or Spread Multiplier, in the case of a
Floating Rate Note,
o the new interest rate or new Spread and/or Spread Multiplier, and
o the provisions, if any, for redemption or repayment during the period
from the Optional Reset Date to the next Optional Reset Date or, if
there is no next Optional Reset Date, to the Maturity Date of the note
(each period being a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price
or prices at which redemption may occur during the Subsequent Interest
Period.
When the Trustee transmits a Reset Notice to you, the new interest rate or new
Spread and/or Spread Multiplier will take effect automatically, and, except as
modified by the Reset Notice and as described in the next paragraph, the note
will have the same terms as prior to the transmittal of the Reset Notice.
Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a note, we may, at our option, revoke the new interest rate, or
the Spread and/or Spread Multiplier provided for in the Reset Notice and
establish a higher interest rate or a Spread and/or Spread Multiplier for the
Subsequent Interest Period commencing on such Optional Reset Date, by causing
the Trustee to transmit a notice of the higher interest rate or higher Spread
and/or Spread Multiplier to you. This notice will be irrevocable. All notes
whose interest rate or Spread and/or Spread Multiplier is reset on an Optional
Reset Date and which you have not tendered for repayment (or have validly
revoked any tender) pursuant to the next succeeding paragraph will bear the
higher interest rate or higher Spread and/or Spread Multiplier for the
Subsequent Interest Period.
If we elect to reset the interest rate or the Spread and/or Spread
Multiplier of a note, you will have the option to elect that we repay your note
on any Optional Reset Date at a price equal to the aggregate principal amount of
<PAGE>
the note outstanding on, plus any accrued interest to, the Optional Reset Date.
In order for a note to be repaid on an Optional Reset Date, you must follow the
procedures set forth below under "Redemption and Repayment" for optional
repayment, except that the period for delivery of the note or notification to
the Trustee will be between 25 and 35 days prior to the Optional Reset Date and
except that if you have tendered a note for repayment pursuant to a Reset
Notice, you may, by written notice to the Trustee, revoke your tender for
repayment until the close of business on the tenth day prior to the Optional
Reset Date.
EXTENSION OF MATURITY
The pricing supplement relating to each note (other than an Amortizing
Note) will indicate if we have the option to extend the maturity of the note for
one or more periods of one or more years (each an "Extension Period") up to the
date (the "Final Maturity Date") set forth in the applicable pricing supplement.
If we have this option with respect to any note (other than an Amortizing Note),
the following procedures will apply, unless modified in the applicable pricing
supplement, which will contain complete details of our option to extend the
maturity of a note (other than an Amortizing Note).
We may exercise our option by notifying the Trustee from 45 to 60 days
prior to the Maturity Date originally in effect (the "Original Maturity Date")
or, if the Maturity Date of the note has already been extended, prior to the
Maturity Date then in effect (an "Extended Maturity Date"). No later than 40
days prior to the Original Maturity Date or an Extended Maturity Date, (each, a
"Maturity Date"), the Trustee will mail you a notice (the "Extension Notice")
relating to the Extension Period, setting forth:
o our election to extend the Original Maturity Date,
o the new Maturity Date,
o in the case of a Fixed Rate Note, the interest rate applicable to the
Extension Period or, in the case of a Floating Rate Note, the Spread
and/or Spread Multiplier applicable to the Extension Period, and
o the provisions, if any, for redemption during the Extension Period,
including the date or dates on which or the period or periods during
which and the price or prices at which redemption may occur during the
Extension Period.
When the Trustee mails you an Extension Notice, the Original Maturity Date will
be extended automatically; and except as modified by the Extension Notice and as
described in the next paragraph, your note will have the same terms as prior to
the mailing of the Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the Original
Maturity Date for a note, we may, at our option, revoke the interest rate or the
Spread and/or Spread Multiplier provided for in the Extension Notice and
establish a higher interest rate or Spread and/or Spread Multiplier for the
Extension Period, by mailing or causing the Trustee to transmit notice of the
higher interest rate or higher Spread and/or Spread Multiplier to you. This
notice will be irrevocable. All notes whose Maturity Dates are extended and
which you have not tendered for repayment (or have validly revoked any tender)
pursuant to the next succeeding paragraph will bear a higher interest rate or
higher Spread and/or Spread Multiplier for the Extension Period.
If we elect to extend the Maturity Date of a note, you will have the option
to elect that we repay your note on the Original Maturity Date at a price equal
to the principal amount plus any accrued interest. In order for a note to be
<PAGE>
repaid on the Original Maturity Date, you must follow the procedures under
"Redemption and Repayment" for optional repayment, except that the period for
delivery of the note or notification to the Trustee will be between 30 and 35
days prior to the Original Maturity Date and except that if you have tendered a
note for repayment pursuant to an Extension Notice you may, by written notice to
the Trustee, revoke your tender for repayment until the close of business on the
tenth day prior to the Original Maturity Date.
REDEMPTION AND REPAYMENT
Unless otherwise provided in the applicable pricing supplement, we may not
redeem the notes prior to the Maturity Date and you may not request repayment of
the notes prior to the Maturity Date. Unless otherwise specified in the
applicable pricing supplement, the notes, except for Amortizing Notes, will not
be subject to any sinking fund.
If applicable, the pricing supplement relating to each note will indicate
that:
(a) unless otherwise specified in the pricing supplement, the note will be
redeemable at our option or repayable at your option at a price equal to
100% of the principal amount of the note, together with accrued interest to
the date of redemption or repayment, unless the note was issued with
original issue discount, in which case the pricing supplement will specify
the amount payable upon redemption or repayment, and
(b) the note will be redeemable at our option or repayable at your option on a
date or dates specified prior to its Maturity Date.
We may redeem any of the notes that are redeemable and remain outstanding
either in whole or from time to time in part, upon 30 to 60 days' notice. Unless
otherwise specified in the applicable pricing supplement, if less than all of
the notes with like tenor and terms are to be redeemed, the Trustee will select
the notes to be redeemed by the method the Trustee deems fair and appropriate.
Unless otherwise specified in the applicable pricing supplement, in order
for a note to be repaid at your option, we must receive the Global Note from the
depositary with the form entitled "Option to Elect Repayment" duly completed
between 30 and 45 days prior to the repayment date. Exercise of your repayment
option is irrevocable, except as otherwise provided under "Description of
Notes-Subsequent Interest Periods" and "Description of Notes-Extension of
Maturity."
With respect to the notes, the depositary's nominee is the holder of the
notes and therefore will be the only entity that can exercise a right to
repayment. See "Description of Notes-Book-Entry; Delivery and Form." In order to
ensure that the depositary's nominee will timely exercise a right to repayment
with respect to your beneficial interest in a note, you, as the beneficial owner
of the interest, must instruct the broker or other direct or indirect
participant through which you hold a beneficial interest in the note to notify
the depositary of your desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, you should consult the broker or other direct or indirect
participant through which you hold an interest in a note in order to ascertain
the cut-off time by which you must give an instruction in order for timely
notice to be delivered to the depositary. Conveyance of notices and other
communications by the depositary to participants, by participants to indirect
participants and by participants and indirect participants to you, as a
beneficial owner of the notes will be governed by agreements among you and them,
subject to any statutory or regulated requirements as may be in effect from time
to time.
<PAGE>
If applicable, we will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws or regulations in connection with any
repurchase.
We may at any time purchase notes at any price or prices in the open market
or otherwise. Notes purchased by us may, at our discretion, be held or resold or
surrendered to the Trustee for cancellation.
OTHER/ADDITIONAL PROVISIONS; ADDENDUM
We may modify or supplement any provision of the notes, including the
specification and determination of one or more Interest Rate Bases, the
calculation of the interest rate applicable to a Floating Rate Note, the
Interest Payment Dates, the Maturity Date or any other term relating to the note
as specified under "Other/Additional Provisions" on the face of the note or in
an addendum relating to the note, if so specified on the face of the note. The
provisions will be described in the applicable pricing supplement.
IMPORTANT CURRENCY EXCHANGE INFORMATION
Unless otherwise set forth in the applicable pricing supplement, you are
required to pay for the note in the Specified Currency in immediately available
funds, and we will make payments of principal of, premium, if any, and interest,
if any, on, the note in the Specified Currency. Currently, there are limited
facilities in the United States for conversion of U.S. dollars into foreign
currencies or currency units and vice versa and few banks offer non-U.S. dollar
checking or savings account facilities in the United States. Accordingly, unless
otherwise specified in a pricing supplement or unless alternative arrangements
are made, payments of principal of, premium, if any, and interest, if any, on,
notes in a Specified Currency other than U.S. dollars will be made to your bank
account outside the United States. See "Risk Factors-Investing in Notes
Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk"
and "Risk Factors-You May Suffer Losses Related to Judgments Entered in a
Non-U.S. Currency." However, if you request, the agent soliciting the offer to
purchase will use reasonable efforts to arrange for the conversion of U.S.
dollars into the Specified Currency to enable you to pay for the notes. Your
request must be made on or before the third Business Day preceding the date of
delivery of the notes or by another date as determined by the agent. Each
conversion will be made by the relevant agent on the terms and subject to
conditions, limitations and charges as the agent may from time to time establish
in accordance with its regular foreign exchange practice. You will bear all
costs of any exchange.
<PAGE>
UNITED STATES FEDERAL TAXATION
GENERAL
In the opinion of our tax counsel, the following general summary describes
the principal United States Federal income tax consequences of the ownership and
disposition of the notes. This summary provides general information only. It is
directed solely to you, as an original holder purchasing notes at the "issue
price" (as defined below), and assumes you will hold the notes as capital assets
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"). It does not discuss all United States Federal income tax
consequences that may be applicable to you. If you are a bank, insurance
company, dealer in securities, a person holding notes as part of a "straddle,"
conversion transaction, hedging or other integrated transaction or a person who
has ceased to be a United States citizen or to be taxed as a resident alien, you
may be subject to special rules. In addition, the United States Federal income
tax consequences of a particular note will depend, in part, on the terms of the
note.
We advise you to consult your own tax advisors with regard to the
application of the United States Federal income tax laws to your particular
situation and any tax consequences arising under the laws of any state, local or
foreign tax jurisdiction.
This summary is based on the Code, United States Treasury Regulations
(including proposed and temporary regulations) promulgated under the Code,
rulings, official pronouncements and judicial decisions as of the date of this
prospectus. You should know that the authorities on which this summary is based
are subject to change or differing interpretations, which could apply
retroactively, and could result in United States Federal income tax consequences
for you which are different from those discussed below.
TAX CONSEQUENCES TO U.S. HOLDERS
For purposes of the following discussion, "U.S. holder" means a beneficial
owner of a note that is:
o for United States Federal income tax purposes, a citizen or resident
of the United States;
o a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any of its political
subdivisions;
o an estate the income of which is subject to United States Federal
income taxation regardless of its source;
o a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons have the authority to control all
substantial decisions of the trust; or
o any other holder whose income is effectively connected with its
conduct of a United States trade or business.
PAYMENTS OF INTEREST
Interest on a note (whether denominated in U.S. dollars or in other than
U.S. dollars) that is not an Original Issue Discount Note will generally be
taxable to a U.S. holder as ordinary interest income at the time it is accrued
or is received in accordance with the U.S. holder's method of accounting for tax
purposes.
<PAGE>
All payments of interest on a note that matures one year or less from its
date of issuance will be included in the stated redemption price at the maturity
of the note and will be taxed in the manner described below under "Original
Issue Discount Notes".
Special rules govern the treatment of interest paid with respect to
Original Issue Discount Notes, including certain Floating Rate Notes, Foreign
Currency Notes, Currency Indexed Notes and other Indexed Notes, as described
under "Original Issue Discount Notes", "Foreign Currency Notes" and "Indexed
Notes, Currency Indexed Notes and Other Notes Subject to Contingencies" below.
ORIGINAL ISSUE DISCOUNT NOTES
The following summary is generally based upon the Treasury Regulations
concerning the treatment of debt instruments issued with original issue discount
(the "OID Regulations"). Under the OID Regulations, a note that is issued for an
amount less than its stated redemption price at maturity will generally be
considered to have been issued at an original issue discount. The "issue price"
of a note is equal to the first price to the public, not including bond houses,
brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers, at which a substantial amount of
the notes is sold for money. The stated redemption price at maturity of a note
is generally equal to the sum of all payments to be made on the note other than
"qualified stated interest" payments. With respect to a note, "qualified stated
interest" is stated interest unconditionally payable as a series of payments in
cash or property, other than our debt instruments, at least annually during the
entire term of the note and equal to the outstanding principal balance of the
note multiplied by a single fixed rate of interest.
In addition, stated interest on Floating Rate Notes providing for one or
more qualified floating rates of interest, a single fixed rate and one or more
qualified floating rates, a single objective rate, or a single fixed rate and a
single objective rate that is a qualified inverse floating rate, will generally
constitute qualified stated interest if the stated interest is unconditionally
payable at least annually during the term of the note at a rate that is
considered to be a single qualified floating rate or a single objective rate as
described below.
Subject to certain exceptions, a variable rate of interest is a "qualified
floating rate" if variations in the value of the rate can reasonably be expected
to measure contemporaneous fluctuations in the cost of newly borrowed funds in
the currency in which the note is denominated. A variable rate will be
considered a qualified floating rate if the variable rate equals:
o the product of an otherwise qualified floating rate and a fixed
multiple (i.e., a Spread Multiplier) that is greater than .65 but not
more than 1.35, or
o an otherwise qualified floating rate (or the product described above
plus or minus a fixed rate (i.e., a Spread).
<PAGE>
If the variable rate equals the product of an otherwise qualified floating rate
and a single fixed multiplier greater than 1.35, however, the rate generally
constitutes an "objective rate," described more fully below.
A variable rate may not be considered a qualified floating rate if the
variable rate is subject to a Maximum Interest Rate, Minimum Interest Rate or
similar restriction that is reasonably expected as of the issue date to cause
the yield on the note to be significantly more or less than the expected yield
determined without the restriction, unless the restriction is fixed throughout
the term of the note.
Subject to certain exceptions, an "objective rate" is defined as a rate,
other than a qualified floating rate that is determined using a single fixed
formula and that is based on objective financial or economic information. An
objective rate does not include a rate based on information that is within our
control (or the control of a related party) or that is unique to our
circumstances (or a related party), such as dividends, profits, or the value of
our stock. In addition, a variable rate of interest on a note will not be
considered an objective rate if it is reasonably expected that the average value
of the rate during the first half of the note's term will be either
significantly less than or significantly greater than the average value of the
rate during the final half of the note's term.
If interest on a note is stated at a fixed rate for an initial period of
one year or less (e.g., an Initial Interest Rate) followed by a variable rate
that is either a qualified floating rate or an objective rate for a subsequent
period, and the value of the variable rate on the issue date is intended to
approximate the fixed rate, the fixed rate and the variable rate together
constitute a single qualified floating rate or objective rate. If a Floating
Rate Note provides for two or more qualified floating rates that can reasonably
be expected to have approximately the same values throughout the term of the
note, the qualified floating rates together constitute a single qualified
floating rate. Two or more rates will be conclusively presumed to meet the
requirements of the preceding sentences if the values of the applicable rates on
the issue date are within 1/4 of 1 percent of each other. In addition, in order
to be treated as qualified stated interest (rather than contingent payments, as
discussed below), the qualified floating rate or objective rate in effect at a
given time for a note must be set at a value of that rate on any day that is no
earlier than three months prior to the first day on which that value is in
effect and no later than one year following that first day.
Special tax considerations (including possible original issue discount) may
arise with respect to Floating Rate Notes providing for:
o one Base Rate followed by one or more Base Rates,
o a single fixed rate followed by a qualified floating rate, or
o a Spread Multiplier.
Prospective U.S. holders of Floating Rate Notes with any of these features
should carefully examine the applicable pricing supplement and should consult a
tax advisor with respect to these features since the tax consequences will
depend, in part, on the terms of the note.
<PAGE>
Notwithstanding the general definition of original issue discount above, a
note will not be considered to have been issued with an original issue discount
if the amount of such original issue discount is less than a DE MINIMIS amount
equal to 0.25% of the stated redemption price at maturity multiplied by the
number of complete years to maturity (or, in the case of a note providing for
payments prior to maturity of amounts other than qualified stated interest, the
weighted average maturity). Holders of notes with a DE MINIMIS amount of
original issue discount will include the original issue discount in income, as
capital gain, on a pro rata basis as principal payments are made on the note.
A U.S. holder of an Original Issue Discount Note (other than certain U.S.
holders of Short-Term Original Issue Discount Notes, as defined below) will be
required to include qualified stated interest in income at the time it is
received or accrued in accordance with such U.S. holder's method of accounting.
A U.S. holder of an Original Issue Discount Note that matures more than one
year from its date of issuance will be required to include original issue
discount in income as it accrues, in accordance with a constant yield method
based on a compounding of interest, before the receipt of cash payments
attributable to such income. The amount of original issue discount includible in
income is equal to the sum of the "daily portions" of the original issue
discount for each day during the taxable year on which the U.S. holder held such
note. The "daily portion" is the original issue discount for the "accrual
period" that is allocated ratably to each day in the accrual period. Generally,
the original issue discount for an accrual period is equal to the excess, if
any, of the product of the "adjusted issue price" of an Original Issue Discount
Note at the beginning of such accrual period and its "yield to maturity" over
the amount of any qualified stated interest allocable to the accrual period. The
"accrual period" is the interval (not to exceed one year) that ends no later
than the date of any scheduled payment of principal or interest.
We will specify the accrual period we intend to use in the applicable
pricing supplement but a U.S. holder is not required to use the same accrual
period for purposes of determining the amount of original issue discount
includible in its income for a taxable year. The adjusted issue price of a note
at the beginning of an accrual period is equal to the issue price of the note,
increased by the aggregate amount of original issue discount with respect to the
note that accrued in prior accrual periods and was previously includible in the
income of a U.S. holder, and reduced by the amount of any payment on the note in
prior accrual periods of amounts other than a payment of qualified stated
interest. Under these rules, U.S. holders generally will have to include in
income increasingly greater amounts of original issue discount in successive
accrual periods.
Under the OID Regulations, a U.S. holder may make an election (the
"Constant Yield Election") to include in gross income all interest that accrues
on a note in accordance with a constant yield method based on the compounding of
interest. Special rules apply to such elections and U.S. holders considering
such an election should consult their own tax advisor.
The OID Regulations contain aggregation rules stating that, in certain
circumstances, if more than one type of note is issued as part of the same
issuance of securities to a single holder, some or all of such notes may be
treated together as a single debt instrument with a single issue price, maturity
date, yield to maturity and stated redemption price at maturity for purposes of
calculating and accruing any original issue discount. Unless otherwise provided
in the applicable pricing supplement, we do not expect to treat any of the notes
as being subject to the aggregation rules for purposes of computing original
issue discount.
<PAGE>
In general, a cash method U.S. holder of an Original Issue Discount Note
that matures one year or less from its date of issuance (a "Short-Term Original
Issue Discount Note") is not required to accrue original issue discount on such
note for United States Federal income tax purposes unless it elects to do so.
U.S. holders who make this election, U.S. holders who report income for United
States Federal income tax purposes on the accrual method and other U.S. holders,
including banks and dealers in securities, are required to include original
issue discount (including stated interest, if any) in income on such Short-Term
Original Issue Discount Notes as it accrues on a straight-line basis, unless an
election is made to use the constant yield method (based on a daily
compounding). In the case of a U.S. holder who is not required and does not
elect to include original issue discount in income currently, any gain realized
on the sale, exchange or redemption of the Short-Term Original Issue Discount
Note will be ordinary income to the extent of the original issue discount
accrued on a straight-line basis (or, if elected, according to a constant yield
method based on daily compounding), reduced by any interest received through the
date of sale, exchange or redemption. In addition, the U.S. holder will be
required to defer deductions for any interest paid on indebtedness incurred to
purchase or carry Short-Term Original Issue Discount Notes in an amount not
exceeding the deferred interest income, until such deferred interest income is
recognized.
We may redeem notes at our option prior to the maturity date, or we may
repay notes at the option of the U.S. holder prior to the maturity date. Notes
containing these features may be subject to rules that differ from the general
rules discussed above. U.S. holders intending to purchase notes with any of
these features should carefully examine the applicable pricing supplement.
BOND PREMIUM
If a U.S. holder purchases a note for an amount that is greater than the
stated redemption price at maturity, such holder will be considered to have
purchased such note with "amortizable bond premium" equal in amount to such
excess, and generally will not be required to include any original issue
discount in income. A U.S. holder may elect (in accordance with applicable Code
provisions) to amortize such premium over the remaining term of the Note, based
on the U.S. holder's yield to maturity with respect to the note. A U.S. holder
may generally use the amortizable bond premium allocable to an accrual period to
offset qualified stated interest required to be included in the U.S. holder's
income with respect to the note in that accrual period. If the amortizable bond
premium allocable to an accrual period exceeds the amount of qualified stated
interest allocable to such accrual period, such excess would be allowed as a
deduction for such accrual period, but only to the extent of the U.S. holder's
prior interest inclusions on the note. Any excess is generally carried forward
and allocable to the next accrual period. A U.S. holder who elects to amortize
bond premium must reduce its tax basis in the note as described below under
"Sale, Exchange or Redemption of the Notes."
An election to amortize bond premium applies to all taxable debt
obligations held by the U.S. holder at the beginning of the first taxable year
to which the election applies or thereafter acquired by the U.S. holder and may
be revoked only with the consent of the Internal Revenue Service. If a holder
makes a Constant Yield Election for a note with amortizable bond premium, the
election will result in a deemed election to amortize bond premium for all of
the holder's debt instruments with amortizable bond premium and may be revoked
only with the permission of the Internal Revenue Service.
<PAGE>
SALE, EXCHANGE OR REDEMPTION OF THE NOTES
Upon the sale, exchange or redemption of a note, a U.S. holder will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or redemption (excluding any amounts attributable
to interest not previously included in income) and the U.S. holder's adjusted
tax basis in the note. A U.S. holder's adjusted tax basis in a note will
generally be the cost of the note to the U.S. holder, increased by the amount of
any original issue discount previously includible in income by the U.S. holder
with respect to the note and reduced by any principal payments received by the
U.S. holder, any amortizable bond premium used to offset qualified stated
interest and bond premium allowed as a deduction and, in the case of an Original
Issue Discount Note, by the amounts of any other payments that do not constitute
qualified stated interest.
In general, gain or loss realized on the sale, exchange or redemption of a
note that is not an Indexed Note, a Currency Indexed Note or a Floating Rate
Note that provides for contingent payments will be capital gain or loss (except
in the case of a Short-Term Original Issue Discount Note, to the extent of any
original issue discount not previously included in the U.S. holder's taxable
income). Prospective U.S. holders 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).
SUBSEQUENT INTEREST PERIODS AND EXTENSIONS OF MATURITY
If so specified in the applicable pricing supplement relating to a note, we
may have the option to reset the interest rate, in the case of a Fixed Rate
Note, or to reset the Spread and/or the Spread Multiplier, in the case of a
Floating Rate Note and/or to extend the Maturity of such Note. See "Description
of Notes-Subsequent Interest Periods" and "Description of Notes-Extension of
Maturity." These types of notes may be subject to special rules for determining
interest income or gain or loss. A description of the United States Federal
income tax consequences to a U.S. holder of these notes will be contained in the
applicable pricing supplement.
FOREIGN CURRENCY NOTES
The United States Federal income tax consequences to a U.S. holder of the
ownership and disposition of notes that are denominated in, or provide for
payments determined by reference to, a currency or currency unit other than the
United States dollar ("Foreign Currency Notes") will be summarized in the
applicable pricing supplement.
<PAGE>
INDEXED NOTES, CURRENCY INDEXED NOTES AND OTHER NOTES SUBJECT TO CONTINGENCIES
The United States Federal income tax consequences to a U.S. holder of the
ownership and disposition of Indexed Notes or other notes that provide for one
or more contingent payments will vary depending on the exact terms of the notes
and related factors, and the proper treatment of principal of and interest on
Currency Indexed Notes is uncertain at this time. The notes may be subject to
rules that differ from the general rules discussed above. U.S. holders intending
to purchase these notes should refer to the discussion relating to taxation in
the applicable pricing supplement.
ELIGIBLE NOTES STRIPPED INTO INTEREST AND PRINCIPLE COMPONENTS
The United States Federal income tax consequences to a U.S. holder of the
ownership and disposition of notes that are stripped into their separate
interest components and principal components will be summarized in the
applicable pricing supplement.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest (including original issue
discount) on a note, and to payments of proceeds of the sale or redemption of a
note, to non-corporate U.S. holders. GMAC, its agent, a broker, the relevant
Trustee or any paying agent, will be required to withhold from any payment a tax
equal to 31 percent of such payment if the U.S. holder fails to furnish or
certify its correct taxpayer identification number to the payor in the manner
required, fails to certify that the U.S. holder is not subject to backup
withholding, or otherwise fails to comply with applicable backup withholding
rules. Any amounts withheld under the backup withholding rules from a payment to
a holder may be credited against the holder's United States Federal income tax
and may entitle such holder to a refund, provided that the required information
is furnished to the United States Internal Revenue Service.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR YOUR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOUR PARTICULAR
SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE
TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
CERTAIN COVENANTS AS TO LIENS
We have described below the only financial covenant applicable to the
notes. That covenant requires that the notes be equally and ratably secured in
the specified circumstances but does not apply in the event of material changes
in our debt-to-equity ratio.
We will covenant in the notes that so long as any of the notes remain
outstanding, we will not pledge or otherwise subject to any lien any of our
property or assets unless the notes are secured by such pledge or lien equally
and ratably with any and all other obligations and indebtedness secured thereby
so long as any such other obligations and indebtedness shall be so secured. This
covenant does not apply to:
<PAGE>
o the pledge of any assets to secure any financing by GMAC of the
exporting of goods to or between, or the marketing thereof in, foreign
countries (other than Canada), in connection with which GMAC reserves
the right, in accordance with customary and established banking
practice, to deposit, or otherwise subject to a lien, cash, securities
or receivables, for the purpose of securing banking accommodations or
as to the basis for the issuance of bankers' acceptances or in aid of
other similar borrowing arrangements;
o the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other
than Canada);
o 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;
o any lien or charge on any property, tangible or intangible, real or
personal, existing at the time of acquisition of such property
(including acquisition through merger or consolidation) or given to
secure the payment of all or any part of the purchase price thereof or
to secure any indebtedness incurred prior to, at the time of, or
within 60 days after, the acquisition thereof for the purpose of
financing all or any part of the purchase price thereof; and
o 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 12.01 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting us and the Trustee, with the
consent of holders of not less than 66-2/3% in aggregate principal amount of
notes at the time outstanding under the Indenture, to modify the Indenture or
any supplemental indenture or the rights of the holders of the notes; provided
that no such modification shall:
o change the fixed maturity of any note, or reduce its principal amount,
or reduce its rate or extend the time of payment of interest, without
the consent of the holder of each affected note,
o impair the rights of the holders to enforce action for repayment by
us, or
o reduce the percentage of notes of any series outstanding under the
Indenture required for any modification of the Indenture or waiver of
any default under the Indenture, without the consent of all holders of
notes affected by the reduction and then outstanding under the
Indenture. (Section 10.02 of the Indenture.)
<PAGE>
EVENTS OF DEFAULT
An Event of Default with respect to the notes is defined in the Indenture
as a:
o default in payment of any principal of, or premium, if any, on, the
notes;
o default for 30 days in payment of any interest on any of the notes;
o default for 30 days after notice in performance of any other covenant
in the Indenture; or
o certain events of bankruptcy, insolvency or reorganization. (Section
6.01 of the Indenture.)
In case an Event of Default shall occur and be continuing with respect to
the notes, the Trustee or the holders of not less than 25% in aggregate
principal amount of the notes then outstanding may declare the principal amount
of the notes due and payable. Any Event of Default with respect to the notes may
be waived by the holders of a majority in aggregate principal amount of the
outstanding notes except in a case of failure to pay principal of or interest on
the notes for which payment had not been made after the appropriate notice.
(Section 6.06 of the Indenture.) We are required to file with the Trustee
annually a certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 11.04 of the Indenture.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee, if an Event of Default shall occur and be continuing, the Trustee is
under no obligation to exercise any rights or powers under the Indenture at the
request, order or direction of any of the noteholders, unless such noteholders
have offered the Trustee reasonable indemnity or security. (Sections 7.01 and
7.02 of the Indenture.)
Subject to provisions for the indemnification of the Trustee and to other
limitations, the holders of a majority in principal amount of the notes
outstanding 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
Citibank, N.A. is the Trustee under the Indenture. Citibank, N.A. acts as
depository for funds of, makes loans to, acts as trustee and performs certain
other services for us and certain of our affiliates in the normal course of
business. It is also one of the investment managers of the pension trust funds
established by General Motors Corporation. As trustee of various trusts, it has
purchased securities of GMAC and certain of our affiliates.
CONCERNING THE PAYING AGENTS
We shall maintain one or more Paying Agents for the payment of principal
of, and premium, if any, and interest, if any, on, the notes. (Section 4.02 of
the Indenture.) We have initially appointed Citibank, N.A. as our Paying Agent
for the notes.
PLAN OF DISTRIBUTION
Under the terms of Selling Agent Agreements, each dated as of April __,
1999, we are offering the notes on a continuous basis through Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., J.P. Morgan
Securities Inc., Bear, Stearns & Co. Inc. and Warburg Dillon Read LLC, who have
<PAGE>
agreed to use their reasonable best efforts to solicit orders. We may appoint
additional agents to solicit sales of the notes. Any solicitation and sale of
the notes will be on the same terms and conditions to which the agents have
agreed. In addition, we may arrange for the notes to be sold through other
agents, dealers or underwriters or we may sell notes directly to investors.
Unless otherwise specified in the applicable pricing supplement, we will
pay each agent a commission ranging from .05% to .60% of the initial offering
price of each note sold through that agent, depending upon the Maturity Date of
the note. If we sell notes directly to investors, no commission or discount will
be paid unless otherwise specified in the applicable pricing supplement. We will
have the right to accept orders or reject any proposed purchase in whole or in
part. Each agent will have the right, in its reasonable discretion, to reject
any proposed purchase in whole or in part. We can withdraw, cancel or modify the
offer without notice.
We may also sell notes to any agent as principal for its own account at a
discount equal to the commission the agent would receive if it purchased the
notes as agent, unless otherwise specified in the applicable pricing supplement.
The agent may resell notes to investors and other purchasers at prevailing
market prices as determined by the agent or, if so specified in an applicable
pricing supplement, at a fixed public offering price. In addition, the agents
may offer the notes they have purchased as principal to other dealers. The
agents may sell notes to any dealer at a discount which will not exceed the
discount we paid the agent, unless otherwise specified in the applicable pricing
supplement. After the initial public offering of notes, we may change the public
offering price (for those notes to be resold at a fixed public offering price),
the concession and the discount.
Each agent may be deemed to be an "underwriter" within the meaning of the
Securities Act. We have agreed to indemnify the agents against certain
liabilities, including liabilities under the Securities Act.
The notes will not have an established trading market when issued. We do
not intend to apply for the listing of the notes on any securities exchange. The
agents may make a market in the notes but are not obligated to do so and may
discontinue any market-making at any time without notice. We cannot assure you
that a secondary market for the notes will develop or that any notes will be
sold.
In connection with an offering of notes, the agents may engage in
transactions that stabilize the price of the notes. These transactions may
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the notes. If an agent creates a short position in the notes, i.e.,
if the agent sells notes in an aggregate principal amount exceeding the amount
set forth in the applicable pricing supplement, the agent may reduce that short
position by purchasing notes in the open market. In general, purchases of notes
for the purpose of stabilization or to reduce a short position could cause the
price of the notes to be higher than it might be in the absence of the
purchases.
NEITHER WE NOR ANY OF THE AGENTS MAKES ANY REPRESENTATION OR PREDICTION AS
TO THE DIRECTION OR MAGNITUDE OF ANY EFFECT THAT THE TRANSACTIONS DESCRIBED IN
THE IMMEDIATELY PRECEDING PARAGRAPH MAY HAVE ON THE PRICE OF THE NOTES. IN
ADDITION, NEITHER WE NOR ANY OF THE AGENTS MAKES ANY REPRESENTATION THAT THE
AGENTS WILL ENGAGE IN ANY TRANSACTIONS OR THAT TRANSACTIONS, ONCE COMMENCED,
WILL NOT BE DISCONTINUED WITHOUT NOTICE.
__________________
<PAGE>
Dennis Weatherstone, a director of J.P. Morgan & Co. Incorporated, of which
J.P. Morgan Securities Inc. is an indirect, wholly-owned subsidiary, is a
director of General Motors Corporation. In the ordinary course of their
respective businesses, affiliates of the agents have engaged, and will in the
future engage, in commercial banking and investment banking transactions with
GMAC and certain of our affiliates.
LEGAL OPINIONS
The validity of the notes offered in this prospectus will be passed upon
for GMAC by Martin I. Darvick, Esq., Assistant General Counsel of GMAC, and for
the agents by Davis Polk & Wardwell. Mr. Darvick owns shares and holds options
to purchase shares of General Motors Corporation $1-2/3 par value common stock.
Davis Polk & Wardwell acts as counsel to the Executive Compensation Committee of
the Board of Directors of General Motors Corporation and has acted as counsel to
GMAC and certain of its affiliates in various matters.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from our Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated in this prospectus by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
<PAGE>
GMAC FINANCIAL SERVICES
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the Registration Statement:
Securities and Exchange Commission registration fee..... $2,306,042
Blue Sky Filing and Counsel Fees........................ 25,000
Fees and expenses of Trustee............................ 5,000
Printing Registration Statement, Prospectus
and other documents.................................. 40,000
Accountants' fees ...................................... 15,000
Rating Agencies' fees .................................. 150,000
Miscellaneous expenses.................................. 78,958
----------
Total ............................................... $2,620,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware Corporation Law, GMAC is empowered to
indemnify its directors and officers in the circumstances therein provided.
GMAC's Certificate of Incorporation, as amended, provides that no director
shall be personally liable to GMAC or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability:
o for any breach of the director's duty of loyalty to GMAC or its
stockholders,
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
o under Section 174, or any successor provision thereto, of the Delaware
Corporation Law, or
o for any transaction from which the director derived an improper
personal benefit.
Under Article VI of its By-Laws, GMAC shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of GMAC, or is or was
serving at the request of GMAC as a director, officer, employee, fiduciary or
member of any other corporation, partnership, joint venture, trust, organization
or other enterprise. GMAC shall not be required to indemnify a person in
connection with a proceeding initiated by such person if the proceeding was not
authorized by the Board of Directors of GMAC. GMAC shall pay the expenses of
directors and officers incurred in defending any proceeding in advance of its
final disposition ("advancement of expenses"); provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under Article VI of the By-Laws or otherwise. If a claim for
indemnification or advancement of expenses by an officer or director under
Article VI of the By-Laws is not paid in full within ninety days after a written
<PAGE>
claim therefor has been received by GMAC, the claimant may file suit to recover
the unpaid amount of such claim, and if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
GMAC shall have the burden of proving that the claimant was not entitled to the
requested indemnification or advancement of expenses under applicable law. The
rights conferred on any person by Article VI of the By-Laws shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of GMAC's Certificate of Incorporation or By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise. GMAC's
obligation, if any, to indemnify any person who was or is serving at its request
as a director, officer or employee of another corporation, partnership, joint
venture, trust, organization or other enterprise shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, organization or other enterprise.
As a subsidiary of General Motors Corporation, GMAC is insured against
liabilities which it may incur by reason of the foregoing provisions of the
Delaware General Corporation Law and directors and officers of GMAC are insured
against some liabilities which might arise out of their employment and not be
subject to indemnification under said General Corporation Law.
Pursuant to resolutions adopted by the Board of Directors of General Motors
Corporation, that company to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
GMAC, or any of them, who incur or are threatened with personal liability,
including expenses, under the Employee Retirement Income Security Act of 1974 or
any amendatory or comparable legislation or regulation thereunder.
ITEM 16. EXHIBITS.
*1 Form of Selling Agent Agreement.
*4 Form of Indenture, dated as of December 1, 1993, between the
Company and Citibank, N.A., Trustee.
**4(a)(1) First Supplemental Indenture, dated as of January 1, 1998,
between the Company and Citibank N.A., Trustee.
*4(a)(2) Form of Medium-Term Note (Semi-Annual) in global form included in
Exhibit 4.
*4(a)(3) Form of Medium-Term Note (Annual) in global form included in Exhibit
4.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company.
<PAGE>
8 Opinion and consent of tax counsel.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Citibank, N.A.
99 Underwriter representations of compliance with Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.
*Incorporated by reference from Registration Statement No. 33-51381 dated
December 9, 1993.
** Incorporated by reference from Registration Statement No. 333-59551 dated
July 21, 1998.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from low or high end estimated offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b), if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
<PAGE>
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors and officers of GMAC pursuant to the
provisions discussed in Item 15 above, or otherwise, GMAC has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefor,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by GMAC of expenses incurred or paid by
a director or officer of GMAC in the successful defense of any action, suit
or proceeding) is asserted by such director or officer in connection with
the securities being registered, GMAC will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Motors Acceptance Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, and State of
Michigan, on the 16th day of April, 1999.
GENERAL MOTORS ACCEPTANCE CORPORATION
s/ JOHN D. FINNEGAN
----------------------------------------
(John D. Finnegan, Chairman of the Board and President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 16, 1999 by the following
persons in the capacities indicated.
SIGNATURE TITLE
s/ JOHN D. FINNEGAN
- ------------------------- Chairman of the Board, President
(John D. Finnegan ) and Director
s/ WILLIAM F. MUIR
- ------------------------- Executive Vice President, Chief
(William F. Muir) Financial Officer and Director
s/ GERALD E. GROSS
- ------------------------- Comptroller
(Gerald E. Gross) (Chief Accounting Officer)
s/ JOHN G. BLAHNIK
- ----------------------- Director
(John G. Blahnik)
<PAGE>
s/ RICHARD J. S. CLOUT
- ------------------------- Executive Vice President
(Richard J. S. Clout) and Director
s/ ERIC A. FELDSTEIN
- ------------------------- Director
(Eric A. Feldstein)
s/ JOHN E. GIBSON
- ------------------------- Executive Vice President
(John E. Gibson) and Director
s/ J. MICHAEL LOSH
- ------------------------- Director
(J. Michael Losh)
s/ HARRY J. PEARCE
- ------------------------- Director
(Harry J. Pearce)
s/ W. ALLEN REED
- ------------------------- Director
(W. Allen Reed)
s/ JOHN F. SMITH, JR.
- ------------------------- Director
(John F. Smith, Jr.)
s/ G. RICHARD WAGONER
- ------------------------ Director
(G. Richard Wagoner)
s/ RONALD L. ZARRELLA
- ------------------------- Director
(Ronald L. Zarrella)
<PAGE>
EXHIBIT INDEX
EXHIBIT
*1 Form of Selling Agent Agreement.
*4 Form of Indenture, dated as of December 1, 1993, between
the Company and Citibank, N.A., Trustee.
**4(a)(1) First Supplemental Indenture, dated as of January 1, 1998,
between the Company and Citibank N.A., Trustee.
*4(a)(2) Form of Medium-Term Note (Semi-Annual) in global form
included in Exhibit 4.
*4(a)(3) Form of Medium-Term Note (Annual) in global form
included in Exhibit 4.
5 Opinion and Consent of Martin I. Darvick, Esq.,
Assistant General Counsel of the Company.
8 Opinion and Consent of Tax Counsel.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of
Citibank, N.A.
99 Underwriter representations of compliance with Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.
* Incorporated by reference from Registration Statement No. 33-51381 dated
December 9, 1993.
** Incorporated by reference from Registration Statement No. 333-59551 dated
July 21, 1998.
EXHIBIT 5
GENERAL MOTORS ACCEPTANCE CORPORATION
3031 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
April 6, 1999
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
Dear Sirs:
As Assistant General Counsel of General Motors Acceptance Corporation
(the "Company") in connection with the registration of your Medium Term Notes
from which the company will receive up to an aggregate of $10,000,000,000, for
issuance from time to time pursuant to Rule 415 of the Securities Act of 1933,
as amended, I advise that in my opinion you have full power and authority under
the laws of Delaware, the State of your incorporation, and under your
Certificate of Incorporation, as amended, to borrow the money and to contract
the indebtedness to be evidenced by the said Notes.
It is my further opinion that the Indenture, dated as of December 1,
1993, with Citibank, N.A., Trustee, as amended by a First Supplemental Indenture
dated as of January 1, 1998 and as further amended by the Trust Indenture Reform
Act of 1990 (together, the "Indenture"), has been duly authorized, executed and
delivered and that the Medium Term Notes, when duly authorized, executed and
authenticated, issued and paid for, will be valid and legally binding
obligations of the Company in accordance with and subject to the terms thereof
and of the Indenture, as the case may be.
I hereby consent to the use of the foregoing opinion as Exhibit 5 of
your Registration Statement filed with the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
above mentioned Securities and to the use of my name in such Registration
Statement and in the related Prospectus Supplement(s) under the heading "Legal
Opinions".
Very truly yours,
s/ Martin I. Darvick
-------------------------
Martin I. Darvick
Assistant General Counsel
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Years Ended December 31,
------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
Consolidated net income* .. $1,325.3 $1,301.1 $1,240.5 $ 1031.0 $ 927.1
Provision for income taxes 611.7 912.9 837.2 752.2 512.7
-------- -------- -------- -------- --------
Consolidated income before
income taxes ............ 1,937.0 2,214.0 2,077.7 1,783.2 1,439.8
-------- -------- -------- -------- --------
Fixed Charges
Interest and discount ... 5,786.9 5,255.5 4,937.5 4,936.3 4,230.9
Portion of rentals
representative of the
interest factor ....... 79.1 69.8 77.8 54.5 51.2
-------- -------- -------- -------- --------
Total fixed charges ....... 5,866.0 5,325.3 5,015.3 4,990.8 4,282.1
-------- -------- -------- -------- --------
Earnings available for
fixed charges ........... $7,803.0 $7,539.3 $7,093.0 $6,774.0 $5,721.9
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges ........... 1.33 1.42 1.41 1.36 1.33
======== ======== ======== ======== ========
* Before cumulative effect of accounting change of ($7.4) million in 1994.
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
General Motors Acceptance Corporation on Form S-3 of our report dated January
20, 1999, appearing in the Annual Report on Form 10-K of General Motors
Acceptance Corporation for the year ended, December 31, 1998, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- ---------------------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
April 16, 1999
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____
________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
________________________
GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S.employer
incorporation or organization) identification no.)
3044 West Grand Boulevard
Detroit, Michigan 48202
(Address of principal executive offices) (Zip Code)
_________________________
MEDIUM-TERM NOTES
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits
hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as
now in effect. (Exhibit 1 to T-1 to Registration Statement No.
2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement
No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4
to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
<PAGE>
Exhibit 6 - The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to
Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank,
N.A. (as of December 31, 1998 attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
__________________
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York and State of New York,
on the 31st day of March, 1999.
CITIBANK, N.A.
By /s/Wafaa Orfy
--------------------
Wafaa Orfy
Senior Trust Officer
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on December
31, 1998, published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter Number 1461
Comptroller of the Currency Northeastern District.
ASSETS
Thousands of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .... $ 8,052,000
Interest-bearing balances ............................. 15,782,000
Held-to-maturity securities ............................. 0
Available-for-sale securities ........................... 37,330,000
Federal funds sold and securities purchased under
agreements to resell .................................. 8,039,000
Loans and lease financing receivables:
Loans and leases, net of unearned income............... $182,508,000
LESS: Allowance for loan and lease losses........ 4,709,000
Loans and leases, net of unearned income, ---------
allowance, and reserve ................................ $177,799,000
Trading assets .......................................... 31,683,000
Premises and fixed assets (including capitalized leases) 4,022,000
Other real estate owned ................................. 458,000
Investments in unconsolidated subsidiaries
and associated companies .............................. 1,154,000
Customers' liability to this bank on acceptances
outstanding ........................................... 1,281,000
Intangible assets ....................................... 3,504,000
Other assets ............................................ 11,791,000
------------
TOTAL ASSETS ............................................ $300,895,000
============
LIABILITIES
Deposits:
In domestic offices ................................... $ 39,355,000
Noninterest-bearing ......................... $13,199,000
Interest-bearing ............................ 26,156,000
In foreign offices, Edge and Agreement ----------
subsidiaries, and IBFs ............................... 163,573,000
Noninterest-bearing ......................... 10,803,000
Interest-bearing ............................ 152,770,000
-----------
Federal funds purchased and securities purchased and
securities sold under agreements to repurchase ........ 9,752,000
Trading liabilities ..................................... 30,753,000
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
With remaining maturity of one year or less ......... 13,308,000
With remaining maturity of more than one year
through three years ................................ 1,528,000
With remaining maturity of more than three years .... 2,110,000
Bank's liability on acceptances executed and outstanding 1,382,000
Subordinated notes and debentures ....................... 6,600,000
Other liabilities ....................................... 12,802,000
------------
TOTAL LIABILITIES ....................................... $281,163,000
============
<PAGE>
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........... 0
Common stock ............................................ $ 751,000
Surplus ................................................. 9,397,000
Undivided profits and capital reserves .................. 10,356,000
Net unrealized holding gains (losses) on available-for
-sale securities ...................................... (113,000)
Cumulative foreign currency translation adjustments ..... (659,000)
------------
TOTAL EQUITY CAPITAL .................................... $ 19,732,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL .................................... $300,895,000
============
I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
and is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
EXHIBIT 99
Merrill Lynch
Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
New York, New York 10281-1323
212 449 1000
MERRILL LYNCH
March 16, 1999
General Motors Acceptance Corporation
767 5th Avenue, 24th Fl.
New York, NY 10153-0013
Attention: Mr. Rick Buxton
Re: General Motors Acceptance Corporation 415 Shelf Registration
We confirm that Merrill Lynch, Pierce, Fenner & Smith Incorporated, an
Underwriter for General Motors Acceptance Corporation Medium Term Note Program,
has acted in compliance with Rule 15c2-8 (the "Rule") under the Securities
Exchange Act of 1934, as amended, solely to the extent the Rule is applicable in
the offering of Medium Term Notes under the Program.
By: s/ Scott Primrose
--------------------------
Name: Scott Primrose
Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
<PAGE>
SALOMON SMITH BARNEY
A member of citigroup
March 15, 1999
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Attention: Richard Buxton
Re: GMAC Debt Securities
Gentlemen:
We confirm that Salomon Smith Barney Inc., an Underwriter for General Motors
Acceptance Corporation Medium Term Note Program (the "Program") has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934, as amended, solely to the extent the Rule is applicable in the offering of
Medium Term Notes under the Program.
Sincerely,
SALOMON SMITH BARNEY INC.
s/ Martha D. Bailey
- ------------------------
Name: Martha D. Bailey
Title: First Vice President
SALOMON SMITH BARNEY INC, Seven World Trade Center, New York, NY 10048
212-783-7000
<PAGE>
March 18, 1999
Rick Buxton
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, MI 48202
Dear Rick:
We confirm that Morgan Stanley & Co. Incorporated, an Underwriter for General
Motors Acceptance Corporation Medium Term Note Program (the "Program") has acted
in compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934 as amended, solely to the extent the Rule is applicable in the offering of
Medium Term Notes under the Program.
Very truly yours,
s/ Michael Fusco
----------------
Michael Fusco
Vice President
<PAGE>
LEHMAN BROTHERS
March 15, 1999
Mr. Rick Buxton
General Motors Acceptance Corporation
767 5th Avenue
24th Floor
New York, NY 10153-0013
Dear Rick:
We confirm that Lehman Brothers Inc., an Underwriter for General Motors
Acceptance Corporation Medium Term Note Program (the "Program"), has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934, as amended, solely to the extent the Rule is applicable in the offering of
Medium Term Notes under the Program.
LEHMAN BROTHERS INC.
By: s/ William A. Cohen
--------------------------------
Name: William A. Cohen
Title: Senior Vice President
LEHMAN BROTHERS INC.
3 WORLD FINANCIAL CENTER NEW YORK, NY 10285-0900
<PAGE>
J.P. MORGAN
J.P. Morgan Securities Inc.
60 Wall Street
New York NY
10260-0060
March 15, 1999
General Motors Acceptance Corporation
767 Fifth Avenue, 24th Floor
New York, NY 10153
We confirm that J.P. Morgan Securities Inc., an Underwriter for General Motors
Acceptance Corporation Medium Term Note Program (the "Program"), has acted, and
will act, in compliance with Rule 15c2-8 (the "Rule") under the Securities
Exchange Act of 1934, as amended, solely to the extent the Rule is applicable in
the offering of Medium Term Notes under the Program.
J.P. MORGAN SECURITIES INC.
By: s/ Maria Sramek
------------------
Name: Maria Sramek
Title: Vice President
<PAGE>
BEAR STEARNS
BEAR, STEARNS, & CO. INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
ATLANTA * BOSTON
CHICAGO * DALLAS * LOS ANGELES
NEW YORK * SAN FRANCISCO
GENEVA * HONG KONG
LONDON * PARIS * TOKYO
March 19, 1999
Mr. Rick Buxton
Director of Liability Management
General Motors Acceptance Corporation
3031 West Grand Boulevard
New Center One, Suite 695
Detroit, Michigan 48202
Dear Mr. Buxton:
We confirm that Bear, Stearns & Co. Inc., a dealer in General Motors Acceptance
Corporation Medium-Term Note Program (the "Program"), has acted in compliance
with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of 1934, as
amended, solely to the extent the Rule is applicable to the offering of
Medium-Term Notes under the Program.
Very truly yours,
s/ Fares D. Noujaim
---------------------
Fares D. Noujaim
Senior Managing Director
<PAGE>
Warburg Dillon Read
Warburg Dillon Read LLC
677 Washington Boulevard
Stamford, CT 06912
Telephone 203 719-1000
WWW.WDR.COM
March 17, 1999
General Motors Acceptance Corporation
767 Fifth Avenue
24th Floor
New York, NY 10153-0013
Dear General Motors Acceptance Corporation:
We confirm that Warburg Dillon Read LLC, an Underwriter for General Motors
Acceptance Corporation Medium Term Note Program (the "Program"), has acted in
compliance with Rule 15c2-8 (the "Rule") under the Securities Exchange Act of
1934, as amended, solely to the extent the Rule is applicable in the offering of
Medium Term Notes under the Program.
Very truly yours,
Warburg Dillon Read LLC
By:s/ Scott Yeager
---------------------
Name: Scott Yeager
Title: Director
Member SIPC
Member New York Stock Exchange
and other Principal Exchanges
Warburg Dillon Read LLC is a subsidiary of UBS AG.
Warburg Dillon Read is the investment Banking division of UBS AG.
[GRAPHIC OMITTED]
General Motors Corporation
M/C 482-114-262
General Motors Building
3044 West Grand Boulevard
Detroit, Michigan 48202
EXHIBIT 8
April __, 1999
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10067
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
World Financial Center - North Tower
250 Vesey Street
New York, New York 10281-1310
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Brothers Inc.
Seven World Trade Center
New York, New York 10048
Warburg Dillon Read LLC
677 Western Blvd.
Stamford, Connecticut 06901
Re: General Motors Acceptance Corporation
US$10,000,000,000 Medium-Term Notes Due from 9 Months
to 30 Years from Date of Issue
Ladies and Gentlemen:
I have acted as tax counsel to General Motors Acceptance Corporation (the
"Company") in connection with the preparation of the Prospectus dated April
[__], 1999, relating to the offering by the Company of the above-captioned
Notes. The Company has asked that I, acting in such capacity, render an opinion
to you concerning the discussion of certain United States federal income tax
consequences of the ownership of the Notes as set forth under the heading
"United States Federal Taxation" in the Prospectus.
In rendering the opinion expressed herein, I have examined the Prospectus, the
Indenture, dated as of December 1, 1993, between the Company and Citibank, N.A.,
Trustee, the Supplemental Indenture, dated as of January 1, 1998, between the
Company and Citibank N.A., Trustee, and the Selling Agent Agreements, each dated
as of April [__], 1999, among the Company and the Agents named therein. I have
assumed, with the consent of the Company, that all photocopies or facsimiles of
these documents submitted to us faithfully reproduce the original thereof, and
that all statements set forth in the Prospectus and other documents are
accurate.
Based upon the foregoing, it is my opinion that the discussion set forth under
the heading "United States Federal Taxation" in the Prospectus is an accurate
summary of the principal United States federal income tax consequences of the
ownership of the Notes by U.S. Holders (as defined in the Prospectus).
This opinion and the discussion set forth in the Prospectus are based upon
existing statutory, regulatory, and judicial authority, any of which may be
changed at any time with retroactive effect. This opinion cannot be relied upon
if any of the facts stated in the Prospectus are inaccurate. This opinion is
expressed as of the date hereof, and I do not undertake to supplement or revise
this opinion to reflect any changes (including changes that have retroactive
effect) (i) in applicable law or (ii) that cause any information, document or
facts referred to herein to be untrue or incorrect. Finally, this opinion is
limited to the tax matters specifically discussed under the heading "United
States Federal Taxation" in the Prospectus, and I have not been asked to
address, nor have I addressed, any other tax consequences relating to the Notes.
Very truly yours,
Robert N. Deitz
Senior Tax Counsel
