AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2000
REGISTRATION NO. 333-XXXXX
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GENERAL MOTORS ACCEPTANCE CORPORATION
A Delaware Corporation-- I.R.S. Employer No. 38-0572512
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
(313-556-5000)
Agent For Service
Jerome B. Van Orman, Jr., Vice President
General Motors Acceptance Corporation
3044 West Grand Boulevard, Detroit, Michigan 48202 (313-556-1508)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable on or after the effective date of this Registration
Statement.
------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING
BOX.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. X
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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER UNIT PRICE (2) FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Demand Notes $0 100% $0 $0
=================================================================================================
</TABLE>
Or, if any Demand Notes are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$8,000,000,000.
(1) The amount of GMAC Variable Denomination Adjustable Rate Demand Notes
(the "Demand Notes") being registered, together with the remaining
Demand Notes registered on June 9, 1998 (Registration No. 333-56431),
represents the maximum aggregate principal amount of Demand Notes
which, on March 30, 2000, 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 Demand Notes of the
Registrant registered and remaining unissued on October 22, 1985 (Registration
No. 2-99057), April 9, 1986 (Registration No. 33-4661), June 30, 1986
(Registration No. 33-6717), February 24, 1987 (Registration O. 33-12059),
December 30, 1988 (Registration No. 33-26057), October 17, 1989 (Registration
No. 33-31596), and June 9, 1998 (Registration No. 333-56431).
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
PROSPECTUS
GENERAL MOTORS ACCEPTANCE CORPORATION
GMAC DEMAND NOTES
$8,000,000,000
The GMAC Demand Notes Program is designed to provide investors with a convenient
means of investing funds directly with GMAC. The Demand Notes pay a floating
rate of interest that is always above the most recent seven-day average yield
(simple) on taxable U.S. money market funds as published in the Money Fund
Report Averages(R) All Taxable. The interest rate is determined each Friday by
the GMAC Demand Notes Committee, with any change in the rate effective on the
following Monday.
The Demand Notes are unsecured senior debt obligations of GMAC and are not
obligations of or guaranteed by General Motors Corporation, the Processing Agent
or any other company. The Demand Notes are not represented by a certificate and
have no stated maturity. Your Demand Notes are redeemable by you on your demand.
THE DEMAND NOTES DO NOT HAVE THE PROTECTION OF THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURANCE. AN INVESTMENT IN THE PROGRAM DOES NOT CREATE
A CHECKING, BANK ACCOUNT OR DEPOSITOR RELATIONSHIP BETWEEN YOU AND GMAC OR THE
NORTHERN TRUST COMPANY, THE PROCESSING AGENT FOR THE PROGRAM. THE PROGRAM IS NOT
SUBJECT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940 (INCLUDING
DIVERSIFICATION OF INVESTMENTS) OR THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974. THE DEMAND NOTES ARE NOT LISTED ON ANY SECURITIES EXCHANGE AND THERE IS
NO SECONDARY MARKET FOR THE DEMAND NOTES.
You many invest in the Demand Notes by completing the investment form
accompanying this prospectus and by sending your investment by one of the
methods described in this prospectus under the heading "How to Invest".
The Demand Notes are offered on a continuous basis and Demand Notes registered
on October 22, 1985 (Registration No. 2-99057), April 9, 1986 (Registration No.
33-4661), June 30, 1986 (Registration No. 33-6717), February 24, 1987
(Registration No. 33-12059), December 30, 1988 (Registration No. 33-26057),
October 17, 1989 (Registration No. 33-31596), June 9, 1998 (Registration No.
333-56431), and March 30, 2000 (Registration No. 333-xxxx) represent the maximum
aggregate principal amount of Demand Notes which are expected to be offered for
sale. No commissions are payable by GMAC on sales of the Demand Notes. GMAC
reserves the right to withdraw, cancel or modify the offer to sell Demand Notes
at any time without notice. GMAC has the sole right to accept offers to purchase
Demand Notes and may reject any proposed purchase of Demand Notes.
- --------------------------------------------------------------------------------
For information regarding:
the Program, please call 1-800-548-7923;
the current interest rate on the Demand Notes, please call 1-800-426-8323;
an additional Prospectus, please call 1-888-271-4066 or download from
www.demandnotes.com.
- --------------------------------------------------------------------------------
Please read the Prospectus carefully and retain for future reference.
- --------------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
April , 2000
<PAGE>
<TABLE>
<CAPTION>
SUMMARY
<S> <C> <C>
- ------------------------------------------------- ------------------------------------------------------------------------
Issuer........................................... General Motors Acceptance Corporation
- ------------------------------------------------- ------------------------------------------------------------------------
Principal Executive Offices of GMAC........ 3044 West Grand Boulevard, Detroit, Michigan 48202
(Tel. No 313-556-5000).
- ------------------------------------------------- ------------------------------------------------------------------------
Title............................................ Demand Notes.
- ------------------------------------------------- ------------------------------------------------------------------------
Amount........................................... Up to $8,000,000,000 aggregate initial offering price.
- ------------------------------------------------- ------------------------------------------------------------------------
Investment Options............................... o Check - see page 10;
o Wire Transfer - see page 10;
o Automatic Monthly or Periodic Charge from a bank account -
see page 11;
o Direct Investment of an Entire Net Paycheck, Social Security,
Annuity or Pension Check or other regularly recurring check -
see page 11; and
o GM Payroll and GM Pension deduction - see page 11.
- ------------------------------------------------- ------------------------------------------------------------------------
Redemption Options............................... o Writing a Check of $250 or more - see page 12;
o Wire Transfer of $1,000 or more - see page 13;
o Official Bank Check of $500 or more - see page 14; and
o Automatic Monthly or Quarterly Redemption of specified
amounts - see page 14.
- ------------------------------------------------- ------------------------------------------------------------------------
Status .......................................... The Demand Notes are unsecured senior debt obligations of GMAC and
rank equally and ratably with all other unsecured senior indebtedness
of GMAC (other than obligations preferred by mandatory provisions of
law).
- ------------------------------------------------- ------------------------------------------------------------------------
Maturities ...................................... The Demand Notes mature on demand.
- ------------------------------------------------- ------------------------------------------------------------------------
Interest ........................................ The Demand Notes pay a floating rate of interest that is always above
the most recent seven-day average yield (simple) on taxable U.S. money
market funds as published in the Money Fund Report Averages(R)All
Taxable.* - see page 8.
- ------------------------------------------------- ------------------------------------------------------------------------
Principal ....................................... The principal amount of your Demand Notes is equal to the total amount
of your investments plus accrued and reinvested interest, less fees,
if any, and your redemptions.
- ------------------------------------------------- ------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------- ------------------------------------------------------------------------
Fees............................................. Fees, if any, will be assessed only for checks written by you for
insufficient funds, stop payments requested by you, and checks written
by you for less than the $250 minimum requirement. - see page 9.
- ------------------------------------------------- ------------------------------------------------------------------------
Processing Agent and Correspondence Address...... The Northern Trust Company, P.O. Box 75919, Chicago, IL 60675-5919
- ------------------------------------------------- ------------------------------------------------------------------------
Investments by Mail Address...................... The Northern Trust Company, P.O. Box 75920, Chicago, IL 60675-5920
- ------------------------------------------------- ------------------------------------------------------------------------
Redemption at Option of GMAC..................... The Demand Notes may be redeemable by GMAC - see page 15.
- ------------------------------------------------- ------------------------------------------------------------------------
Form of Demand Notes............................. The Demand Notes are offered in the United States only. The Demand
Notes are not represented by a certificate.
- ------------------------------------------------- ------------------------------------------------------------------------
Tax Status ...................................... Interest earned on Demand Notes is subject to taxation by the United
States and is not exempt from taxation by other U.S. or non-U.S. taxing
jurisdictions. Backup withholding and information reporting may apply
to certain U.S. persons. Non-U.S. persons may be subject to U.S.
Federal income tax and withholding may apply in some cases unless
certain certifications or statements are provided to GMAC. Information
reporting and backup withholding will generally not apply to payments
made to non-U.S. persons provided GMAC receives certain certifications
or statements. - see page 20.
- ------------------------------------------------ -------------------------------------------------------------------------
Trustee U.S. Bank Trust National Association, 535 Griswold, Suite 550, Detroit,
................................................ Michigan 48226, under an Indenture dated as of October 15, 1985, as
amended.
- ------------------------------------------------ -------------------------------------------------------------------------
</TABLE>
Unless the context indicates, the words "GMAC", "we", "our", "ours", and "us"
refer to General Motors Acceptance Corporation.
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you different information or to make any additional representations. We are not
making an offer of any securities other than the Demand Notes. You should not
assume that the information appearing in this prospectus, as well as the
information incorporated by reference, is accurate as of any date other than the
date of this prospectus.
The distribution of this prospectus and the offering of the Demand Notes may be
restricted in certain jurisdictions. You should inform yourself about and
observe any such restrictions. This prospectus does not constitute, and may not
be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports and other information with the
SEC. You may read and copy any reports or other information we file at the
public reference room of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the following Regional Offices
of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York,
New York 10048. You may also request copies of our documents upon payment of a
duplicating fee, by writing to the SEC's Public Reference Room. You may obtain
information regarding the Public Reference Room by calling the SEC at
1-800-SEC-0330. SEC filings are also available to the public from commercial
document retrieval services and over the Internet at http://www.sec.gov. Reports
and other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 (together with
all amendments and exhibits, the "registration statement") under the Securities
Act of 1933 with respect to the securities. This prospectus, which constitutes
part of the registration statement, does not contain all of the information set
forth in the registration statement. Certain parts of the registration statement
are omitted from the prospectus in accordance with the rules and regulations of
the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with them,
which means that we can disclose important information to you by referring you
to those documents, including our annual, quarterly and current reports, that
are considered part of this prospectus. Information that we file later with the
SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that we previously
filed with the SEC. These documents contain important information about GMAC and
its finances.
<PAGE>
SEC FILINGS PERIOD
- ----------- ------
Annual Report on Form 10-K............... Year ended December 31, 1999
You may, at no cost, request a copy of the documents incorporated by reference
in this prospectus, except exhibits to such documents, 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.
RATIO OF EARNINGS TO FIXED CHARGES
Years Ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
1.38 1.33 1.42 1.41 1.36
The ratio of earnings to fixed charges has been computed by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
the earnings and fixed charges of GMAC and its consolidated subsidiaries. Fixed
charges consist of interest and discount and the portion of rentals for real and
personal properties in an amount deemed to be representative of the interest
factor.
USE OF PROCEEDS
The proceeds from the sale of the Demand Notes will be added to the general
funds of GMAC and will be available for the purchase of receivables, the making
of loans or the repayment of debt, the reduction of short-term borrowings or
investment in short-term securities.
PLAN OF DISTRIBUTION
The Demand Notes are being offered on a continuous basis for sale by GMAC
directly to investors whose registered addresses are in the United States.
No commissions are payable by GMAC on sales of the Demand Notes. We reserve the
right to withdraw, cancel or modify the offer to sell Demand Notes at any time
without notice. We have the sole right to accept offers to purchase Demand Notes
and may reject any proposed purchase of Demand Notes.
<PAGE>
DESCRIPTION OF THE GMAC DEMAND NOTES PROGRAM
The following description is a summary of the Program. It is not intended to be
complete and is subject to the complete text of the Program, a copy of which is
filed as an exhibit to the Registration Statement filed with the SEC. A copy of
the Program will be made available to you upon written request to us.
GENERAL INFORMATION
All funds invested in the Demand Notes, together with accrued interest,
redemptions and fees, if any, are recorded on a register maintained by the
Processing Agent. No certificate or other instrument evidencing GMAC's
indebtedness is issued to you. The Demand Notes register also includes the
name(s) and address(es) of the registered owner(s) of your Demand Notes and your
tax identification or Social Security number(s). You may hold Demand Notes
individually, jointly or in a trust or custodial capacity.
You are provided with periodic statements showing a summary of all your Demand
Notes account transactions. Redemption checks which you have written are not
returned to you, but the check number and the amount of each cashed check are
indicated on your statement.
You are able to obtain your current Demand Notes balance at any time by calling
toll free 1-800-548-7923 or accessing our website at www.demandnotes.com.
The Demand Notes have no stated maturity and may be redeemed at your option;
provided, however, that redemptions are subject to certain minimum amounts. (See
"How to Redeem - page xx.) The Demand Notes are not subject to any sinking fund.
You may transfer Demand Notes only to another investor. The Demand Notes are not
and will not be listed on any securities exchange and there is no secondary
market for them.
We have no right of set-off against your Demand Notes for indebtedness not
related to your Demand Notes. We have the right to deduct from the principal
amount of your Demand Notes any amounts invested by us in error.
We may from time to time enter into one or more supplemental indentures, without
the consent of investors in the Demand Notes, providing for the issuance of
Demand Notes under the Indenture in addition to the aggregate principal amount
authorized thereunder on the date of this Prospectus. By investing in Demand
Notes, you accept and agree to all provisions of the Program.
ADMINISTRATION
We have established a Demand Notes Committee consisting of persons appointed by
the Executive Committee of GMAC's Board of Directors. The members of the Demand
Notes Committee do not receive any compensation for their services as such but
they may be officers, directors or employees of GMAC or any of its subsidiaries.
The current Demand Notes Committee members are the Executive Vice President and
Chief Financial Officer, the Vice President-Finance and Chief Financial
Officer-North American Operations, the Vice President-Global Borrowings and the
Vice President-U.S. Funding and Global Markets, all at 3044 West Grand
Boulevard, Detroit, Michigan 48202. The Demand Notes Committee members serve at
the pleasure of the Executive Committee of the Board of Directors until their
resignation or removal from office by the Executive Committee.
The Demand Notes Committee has the full power and authority to amend the
Program, to interpret its provisions, to adopt rules and regulations in
connection with the Program, and to set and adjust the rate of interest to be
paid on the Demand Notes.
We have appointed The Northern Trust Company as Processing Agent to handle the
day-to-day administration of the Program. See "Processing Agent."
INTEREST RATE
The Demand Notes pay interest at a floating rate as determined by the Demand
Notes Committee. The interest rate on the Demand Notes is subject to change on
Friday of each week, with any change being effective the following Monday. In
deciding on the interest rate, the Committee examines the level and the changes
in interest rates that occur from time to time. However, at all times, the
interest rate on the Demand Notes is greater than the most recent seven-day
average yield (simple) on taxable money market funds in the United States as
published in the Money Fund Report Averages(R) All Taxable.* The rate of
interest paid for any period in the Demand Notes is not an indication or
representation of future rates of interest to be paid on the Demand Notes. If in
any week the Money Fund Report Averages(R) All Taxable is not available or
publication of such seven-day average is suspended, the seven-day average yield
at such time will be an approximately equivalent rate determined by the Demand
Notes Committee. The Demand Notes Committee has the ability to provide for
differing interest rates based on, among other criteria, the size of individual
Demand Notes accounts. The Demand Notes Committee has no present intention to
have multiple rates; but if it decides to do so, you will be notified by mail.
Interest on the Demand Notes accrues in accordance with the provisions governing
the different particular methods of investment, as described under "How to
Invest." Interest on the Demand Notes is compounded daily, at the rate in effect
each day, based on a 365-day year. Interest payable on the Demand Notes accrues
daily and is credited to your account on the last day of each calendar month.
You may obtain the current interest rate at any time by calling 1-800-426-8323
or accessing our website at www.demandnotes.com.
- -----------------------
*Money Fund Report is a service of iMoneyNet, Inc. (formerly IBC Financial Data
Inc.). Money Fund Report states that the yield information obtained from money
market funds is screened by the publisher, but no guarantee of the accuracy of
the information is made by us.
REFERRAL CREDIT
Holders of Demand Notes are eligible to obtain a Referral Credit. You will
receive a $25 credit to your Demand Notes account for each referral of a new
investor that meets the following criteria:
1) A new account must be properly established and maintained by a new
investor for at least 90 days as described below;
2) The investment form used for the Referral Credit must contain a
unique Reference Number that we will create and imprint at the
time of your referral;
3) The Referral Reference Number must be designated on the new
investor's investment form at the time the new account is
established;
4) The new account must contain a unique Social Security number or Tax
ID number that is not currently designated on an existing Demand
Notes account or a Demand Note account that was closed within the
last three years;
5) The $25 credit will be paid to your account approximately 90 days
after the new account has been opened provided that both your account
and the new account have maintained the required minimum $1,000
average balance for 90 days and that neither account has incurred any
redemptions for insufficient funds;
6) The maximum amount of Referral Reference Numbers that you are
permitted in a calendar year is ten; and
7) We reserve the right to modify or terminate the Referral Credit at
any time without prior notice and reserve the right to withhold the
$25 credit from your account if it is determined in our sole
judgement that the referral was improper or that the Referral Credit
is being used in an improper manner.
Each $25 credit added to your account is reported by us to the Internal Revenue
Service as taxable income to you.
FEES
We will not charge you for any account maintenance or management fees nor will
we charge you for checks, check redemptions or wire redemptions. Fees for checks
returned for insufficient funds, stop payment requests, and checks written for
less than the $250 minimum requirement will be directly debited from your
account. You may, however, be charged a fee by your commercial bank if you make
an investment or receive a redemption amount by wire transfer. In addition, you
may incur charges in obtaining signature guarantees where requested.
HOW TO INVEST
You may invest in Demand Notes at any time, without charge, by check, by wire
transfer, by charge to your bank account or by other means permitted by the
Demand Notes Committee. The minimum initial investment is $1,000. To open an
account, you must complete the investment form accompanying this Prospectus and
either enclose a check or wire funds as described below. The minimum amount for
subsequent investments is $50. You must maintain a minimum investment balance in
each of your accounts - see "Optional Redemptions By GMAC - Investor Balance
Below Program Minimum". All investments must be in U.S. dollars.
For purposes of the Program, a "business day" is a day on which both The
Northern Trust Company and the Federal Reserve Bank of Chicago are fully open
for business. We reserve the right at any time to modify, suspend or terminate
any of the investment methods described below.
INVESTMENTS BY CHECK
Your initial and subsequent investments by check are to be made payable to "The
Northern Trust Company, Agent" and must be mailed to GMAC Demand Notes, The
Northern Trust Company, P.O. Box 75920, Chicago, Illinois 60675-5920. Your
initial investment must be accompanied by the investment form. Your subsequent
investments by check must include your tax identification or Social Security
number and the Demand Notes number assigned to you by The Northern Trust
Company. Initial and subsequent investments by check are invested in your Demand
Notes on the first business day after the Processing Agent receives the check.
Interest begins to accrue on that day. Neither the Processing Agent nor GMAC are
responsible for delays in the receipt of checks mailed to The Northern Trust
Company. YOUR INVESTMENTS MADE BY CHECK ARE AVAILABLE FOR REDEMPTION ON THE
SIXTH BUSINESS DAY AFTER THE PROCESSING AGENT INVESTS YOUR CHECK.
INVESTMENTS BY WIRE TRANSFER
You may make an initial investment in Demand Notes by transferring funds via
bank wire by calling The Northern Trust Company at 1-800-548-7923 to obtain a
Demand Notes number and then instructing your bank to wire the funds to The
Northern Trust Company (ABA No. 071000152). The bank wire must include the
designation "GMAC Demand Notes," your name and address, your tax identification
or Social Security number, and the Demand Notes number supplied by The Northern
Trust Company. After the initial wire transfer has been made, you must complete
and mail a Demand Notes investment form to The Northern Trust Company as set
forth under "Investments by Check." On a subsequent investment by wire transfer,
you must instruct your bank to wire the funds in the same manner. We charge you
no fees for wire transfers; however, your commercial bank may charge you a fee
if you make an investment by wire transfer.
AN INVESTMENT BY WIRE TRANSFER OF FUNDS IS INVESTED IN YOUR DEMAND NOTES ON THE
BUSINESS DAY THE FUNDS ARE RECEIVED BY THE PROCESSING AGENT IN PROPER FORM AND
BEGINS ACCRUING INTEREST ON THAT DAY PROVIDED THE FUNDS HAVE BEEN RECEIVED BY
THE PROCESSING AGENT BY 2:00 P.M. EASTERN TIME. Funds received after 2:00 p.m.
Eastern Time are invested and begin to accrue interest on the next business day.
Neither the Processing Agent nor GMAC is responsible for delays in the transfer
and wiring of funds. YOUR INVESTMENTS MADE BY WIRE TRANSFER ARE AVAILABLE FOR
REDEMPTION ON THE SAME BUSINESS DAY THE PROCESSING AGENT INVESTS YOUR WIRE
TRANSFER.
<PAGE>
INVESTMENTS BY AUTOMATIC MONTHLY OR PERIODIC CHARGE FROM A BANK ACCOUNT
You may elect to authorize the Processing Agent to make an automatic monthly or
periodic charge of $50 or more to your personal banking account for purposes of
investing in Demand Notes. Upon receipt of proper written authorization, the
Processing Agent prepares an electronic transfer drawn against your banking
account for the prescribed amount. The proceeds from the electronic transfer are
invested in your Demand Notes and begins accruing interest on the first business
day after the Processing Agent receives the electronic transfer. YOUR
INVESTMENTS MADE BY ELECTRONIC TRANSFER ARE AVAILABLE FOR REDEMPTION ON THE
SIXTH BUSINESS DAY AFTER THE PROCESSING AGENT INVESTS YOUR ELECTRONIC TRANSFER.
To establish the automatic monthly or periodic charge to your checking account,
you must elect this option on your investment form or obtain the necessary
authorization form directly from the Processing Agent or from our website
www.demandnote.com. You may change the amount of the monthly investment (subject
to the $50 monthly minimum) or terminate such investments entirely at any time
by providing written notice to the Processing Agent. Your notice is effective as
soon as practicable after its receipt by the Processing Agent.
INVESTMENTS BY DIRECT INVESTMENT OF ENTIRE NET PAYCHECK, PENSION OR SOCIAL
SECURITY CHECK
You may elect to invest in Demand Notes by instructing your place of employment,
or the Social Security Administration, to invest your entire paycheck, pension,
social security or other recurring check directly into your Account. To
terminate your direct investments, you must notify the issuers of such checks.
YOUR DIRECT INVESTMENTS ARE AVAILABLE FOR REDEMPTION ON THE SAME BUSINESS DAY
THAT THE PROCESSING AGENT RECEIVES YOUR INVESTMENT AND INTEREST BEGINS TO ACCRUE
ON THAT DAY.
INVESTMENTS BY DEDUCTION FROM GM PAYROLL OR GM PENSION
This option is available to you only if you are an employee of a company
participating in Demand Notes payroll deductions through any General Motors
Corporation compensation system. You may elect this option after your account is
established.
Your investments by GM payroll or GM pension deduction must be specified as a
fixed dollar amount. Your minimum investment by payroll deduction is $50 per
month. If you are paid weekly, the minimum investment is $11.50 per week, your
payroll deduction investments are invested in your Demand Notes on the last
business day of the week in which the paycheck is issued, and interest begins
accruing on that day. If you are paid on other than a weekly basis, your payroll
deduction investment is invested in your Demand Notes and begins accruing
interest on the payday it was withheld. Your pension deduction investment is
invested in your Demand Notes and begins accruing interest on the first business
day of each month you are eligible to receive retirement benefits. The Demand
Notes Committee may authorize changes in the minimum monthly and weekly
investment from time to time.
<PAGE>
INVESTMENTS BY DEDUCTION FROM A GM PAYROLL OR PENSION ARE AVAILABLE FOR
REDEMPTION THE SAME BUSINESS DAY THAT THE PROCESSING AGENT RECEIVES YOUR
INVESTMENT.
Unless otherwise permitted by the Demand Notes Committee, an employee may make
investments by payroll or pension deduction in only one Demand Notes. No
deduction will be made in any period in which an employee is not receiving a
salary, wage or pension benefit.
Subject to the foregoing provisions and this paragraph, the deduction amount
authorized by an employee may be started, increased, decreased or terminated at
any time in writing or through the automated phone system at 1-800-548-7923.
Your change in deduction will be effective as soon as practicable after the
Processing Agent receives it.
In addition, a retiree is only entitled to receive pension benefits terminating
with the last monthly payment preceding the retiree's death. We will refund any
pension deduction(s) made subsequent to the retiree's death to the Trustee for
the General Motors Pension Plan or other General Motors subsidiary pension plan
and redeem an amount equal to such refund from the deceased retiree's Demand
Notes. If the amount of the redemption exceeds the principal amount in the
deceased retiree's Demand Notes, the retiree's estate will be liable to GMAC for
the difference between the amount of the redemption and the amount of the
pension deduction to be refunded.
HOW TO REDEEM
You may redeem all or part of your Demand Notes by following the procedures
described below. If the amount to be redeemed represents an investment made by
check or charge to your bank account, the redemption instructions will not be
honored if the instructions are received within five business days from the
investment day of that investment check or charge. We reserve the right at any
time to modify, suspend or terminate any of the redemption methods described
below. No redemption proceeds are paid in CASH. INTEREST ON A REDEEMED
INVESTMENT ACCRUES TO, BUT DOES NOT INCLUDE, THE DATE OF REDEMPTION.
A signature guarantee may be required in certain circumstances in order for you
to add or change your redemption options. Our purpose in requiring a signature
guarantee is to prevent fraud or misrepresentation and is for your protection.
Guarantees must be signed by an authorized signatory and the statement
"Signature Guaranteed" must appear with the signature. Notarized signatures are
not sufficient. In certain instances, additional documentation may be required
including, but not limited to, copies of trust instruments, birth certificates,
or court appointments as executor or administrator. Any request for a change to
your method of redemptions must be mailed to the Processing Agent's
correspondence address.
REDEMPTION BY WRITTEN CHECK
If you select this option on the investment form, we will provide you with a
free supply of checks. You may redeem your Demand Notes by writing a check,
payable to the order of anyone, in an amount of $250 or more. If the amount of
the redemption check is greater than the balance in your Demand Notes account or
is for less than $250, the check will not be honored and a fee will be debited
from your account by the Processing Agent. Checks may be deposited and processed
through normal bank clearing systems. There is no limit on the number of checks
you may write.
Where there is more than one registered owner of a Demand Notes, only the
signature of one registered owner is required on the check unless you otherwise
specify on the Demand Notes investment form. When your check is presented to the
Processing Agent for payment, the Processing Agent redeems your Demand Notes
sufficient to cover the amount of the check. If you request a stop payment of a
check, the Processing Agent assesses a service charge for each stop payment
request made.
You may also request the redemption by written check option after you have
submitted the initial investment form by providing the Processing Agent with a
written request to add this option to your Demand Notes. Your written request
requires the signatures of all registered owners (including joint owners) of the
Demand Notes exactly as the name(s) appear on the Demand Notes investment form.
REDEMPTION BY WIRE
If you select this option on the investment form, you may redeem your Demand
Notes during the Processing Agent's regular business hours by having redemption
proceeds of $1,000 or more wired to a predesignated bank account. By use of this
option, you authorize the Processing Agent to act on telephone or written
redemption instructions from any person or persons representing themselves to be
the registered owners of the Demand Notes. The Processing Agent's record of your
instructions is binding.
To select the Redemption by Wire option, you must designate on the investment
form an account at a bank in the United States to receive the redemption
proceeds. You must also provide the Processing Agent with a voided specimen
check or deposit slip from such bank. Once established, you may utilize this
option by calling the Processing Agent toll free at 1-800-548-7923 during
regular business hours.
Upon receipt of wire redemption instructions, the Processing Agent will redeem
your Demand Notes sufficient to cover the amount specified in your wire
redemption instructions. IF THE REDEMPTION INSTRUCTIONS ARE RECEIVED BY 2:00
P.M. EASTERN TIME ON ANY BUSINESS DAY, THE PROCESSING AGENT WIRES THE REDEMPTION
PROCEEDS TO THE PREDESIGNATED BANK ACCOUNT ON THE SAME BUSINESS DAY. If the
redemption instructions are received after 2:00 p.m. Eastern Time on any
business day, the Processing Agent wires the redemption proceeds to the
predesignated bank account on the next business day.
<PAGE>
YOU MAY ADD OR CHANGE THE REDEMPTION BY WIRE INSTRUCTIONS ONLY UPON WRITTEN
REQUEST TO THE PROCESSING AGENT ACCOMPANIED BY SIGNATURE GUARANTEES OF EACH
REGISTERED OWNER (INCLUDING JOINT OWNERS) OF THE DEMAND NOTES.
Neither the Processing Agent nor GMAC is responsible for delays in the wiring of
funds through the banking system or for the authenticity of telephone redemption
instructions.
REDEMPTION BY OFFICIAL BANK CHECK
By investing in Demand Notes, you authorize the Processing Agent to act on
telephone and written redemption instructions from any person or persons
representing themselves to be the registered owner(s) of the Demand Notes, to
redeem your Demand Notes during any business day and to mail a bank check in a
specified amount (minimum $500) to the registered owner(s) of the Demand Notes
at the registered address. These instructions may be given by calling the
Processing Agent toll free at 1-800-548-7923 during regular business hours. Upon
receipt of such instructions, the Processing Agent redeems your Demand Notes by
an amount sufficient to cover the amount specified in the instructions. The
Processing Agent mails a bank check for the redemption proceeds on the next
business day.
AUTOMATIC MONTHLY OR QUARTERLY REDEMPTION
If you select this option on the investment form, you authorize the Processing
Agent to automatically redeem (a) on a monthly or quarterly basis a specified
part of your Demand Notes (minimum $100) or (b) the monthly interest accrued on
your Demand Notes. These options are available only if your Demand Notes has a
principal amount of $5,000 or more.
On a predetermined date each month or quarter, as the case may be, the
Processing Agent redeems your Demand Notes by an amount equal to the redemption
amount specified. On the following day, the Processing Agent mails a bank check
for the redemption proceeds to the address of the registered owner(s) of the
Demand Notes. The redemption proceeds will be mailed only to the registered
address of the registered owner(s) of the Demand Notes.
If on the date selected for any monthly or quarterly redemption, your Demand
Notes does not have a principal amount of $5,000 or more, the Processing Agent
will not honor the redemption. You may terminate the Automatic Monthly or
Quarterly Redemption Option by providing written notice to the Processing Agent.
Such notice is effective as soon as practicable after receipt by the Processing
Agent.
You may also request the Automatic Monthly or Quarterly Redemption Option after
you have submitted the investment form by providing the Processing Agent with a
written request to add the desired automatic redemption option to the Demand
Notes. Your written request requires the signatures of all registered owners
(including joint owners) of the Demand Notes exactly as the name(s) appear on
the Demand Notes investment form.
<PAGE>
FULL REDEMPTION OF A DEMAND NOTES
You may redeem your Demand Notes in full by providing telephone or written
instructions to the Processing Agent to close your account. Written instructions
to close your account must state your intention to redeem in full your Demand
Notes and must be mailed to the Processing Agent at its correspondence address.
Upon receiving your instructions, the Processing Agent redeems in full your
Demand Notes, including accrued and unpaid interest to the date of redemption.
The Processing Agent mails a bank check for the redemption proceeds on the next
business day to the registered address of the registered owner(s) of the Demand
Notes.
THE INDENTURE
GENERAL INFORMATION
The Demand Notes are issued under an Indenture dated as of October 15, 1985
between GMAC and U.S. Bank Trust National Association, as successor Trustee, and
all supplemental indentures thereto. The summary description of the Demand Notes
contained in this Prospectus does not purport to be complete and is subject to,
and qualified in its entirety by, the detailed provisions of the Indenture, and
to the complete text of the Program, copies of which are filed as exhibits to
the Registration Statement filed with the SEC.
The Demand Notes constitute unsecured, senior debt obligations of GMAC. You do
not have any priority or secured claim against any of the assets of GMAC with
respect to the principal amount of your Demand Notes or accrued and unpaid
interest. Funds invested in the Demand Notes are not subject to the protection
of the Federal Deposit Insurance Corporation or any other insurance.
OPTIONAL REDEMPTIONS BY GMAC
INVESTOR MISUSE OF REDEMPTION PROVISIONS
WE RESERVE THE RIGHT TO REDEEM IMMEDIATELY ANY DEMAND NOTES WHICH WE BELIEVE IN
OUR SOLE JUDGMENT AND DISCRETION THAT THE REDEMPTION PROVISIONS OF THE PROGRAM
ARE BEING ABUSED OR MISUSED, i.e., the writing of multiple checks where the
amounts of the checks are greater than the principal amount of your Demand
Notes. In such situation, we will notify you of our intention to redeem in full
the Demand Notes on the third business day following the date of our notice. A
final redemption check will be sent to you in an amount equal to the principal
amount of the redeemed Demand Notes, including accrued and unpaid interest. In
the event that Demand Notes with a principal amount below $0 are redeemed, you
will be liable to us for the amount required to restore the principal amount to
$0 as of the date the Demand Notes were redeemed.
<PAGE>
INVESTOR BALANCE BELOW PROGRAM MINIMUM
WE WILL REDEEM ANY PARTICULAR DEMAND NOTES ACCOUNT THAT MAINTAINS A PRINCIPAL
AMOUNT OF LESS THAN $1,000 FOR A PERIOD CONSISTING OF THE TWO CONSECUTIVE MONTHS
IMMEDIATELY FOLLOWING THE MONTH IN WHICH THE AVERAGE PRINCIPAL AMOUNT OF THE
DEMAND NOTES FALLS BELOW $1,000. If your account has an average principal amount
of less than $1,000, you will receive written notice from us reminding you of
the minimum investment requirement and providing you with the proposed date of
redemption of your Demand Notes. If your Demand Notes are redeemed, you will be
mailed a check in an amount equal to the principal amount of such redeemed
Demand Notes, including accrued and unpaid interest. In the event that Demand
Notes with a principal amount below $0 are redeemed, you will be liable to GMAC
for the amount required to restore the principal amount to $0 as of the date the
Demand Notes were redeemed.
OTHER GMAC REDEMPTION OPTION
Other than as described above, we will give prior written notice of at least
thirty days but not more than ninety days to you if your Demand Notes are
subject to full or partial redemption. Any partial redemption of Demand Notes
will be effected by lot or pro rata or by any other method that is deemed fair
and appropriate by the Trustee. The notice from us will specify the effective
date of redemption, the amount being redeemed and the effective date the
redeemed amount will become due and payable and that interest will cease to
accrue as of that date. All partial redemption notices will list the remaining
principal amount of the Demand Notes. The full or partial Demand Notes being
redeemed, plus accrued and unpaid interest thereon to the date of redemption,
will be paid by check mailed to the registered owner(s) of the redeemed Demand
Notes. Interest on the redeemed amount will cease to accrue on and after the
effective date the redeemed amount will become due and payable.
LIMITATION ON LIENS
GMAC will not at any time pledge or otherwise subject to any lien any of its
property or assets without thereby expressly securing the due and punctual
payment of the principal of and interest on the Demand Notes equally and ratably
with any and all other obligations and indebtedness secured by such pledge or
other lien, so long as any such other obligations and indebtedness shall be so
secured. This restriction shall not apply to:
(1) the pledge of any assets to secure any financing by GMAC of the exporting
of goods to or between, or the marketing thereof in, foreign countries
(other than Canada), in connection with which GMAC reserves the right, in
accordance with customary and established banking practice, to deposit, or
otherwise subject to a lien, cash, securities or receivables, for the
purpose of securing banking accommodations or as the basis for the
issuance of bankers' acceptances or in aid of other similar borrowing
arrangements;
(2) the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other than
Canada);
(3) 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 us from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or
against GMAC;
(4) 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
(5) 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 (1) to (4) inclusive of this paragraph;
provided, however, that the amount of any and all obligations and
indebtedness secured thereby will 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 will 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).
MERGER AND CONSOLIDATION
The Indenture provides that GMAC will not merge or consolidate with another
corporation or sell or convey all or substantially all of its assets unless
either GMAC is the continuing corporation or the new corporation shall expressly
assume the interest and principal due under the Demand Notes. In either case,
the Indenture provides that neither GMAC nor a successor corporation may be in
default of performance immediately after a merger or consolidation.
Additionally, the Indenture provides that in the case of any such merger or
consolidation, either GMAC or the successor company may continue to issue Demand
Notes under the Indenture.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default":
o failure to pay all or any part of the principal of or interest on any
Demand Notes as and when the same will be due and payable (subject to
certain exceptions described in the Indenture);
o failure to perform or observe any other covenants or agreements in the
Indenture or the Program for thirty days after notice; and
o certain events of bankruptcy, insolvency or reorganization.
The Indenture provides that the Trustee will, within ninety days after the
occurrence of a default, give investors notice of all uncured defaults known to
it (the term default to include the events specified above without grace
periods); provided, however, that except in the case of default in the payment
of the principal of or interest on any of the Demand Notes, the Trustee will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the investors.
We are required to furnish to the Trustee annually a statement of certain
officers of GMAC stating whether or not to their knowledge we are in default in
the performance and observance of certain terms of the Indenture and, if we are
in default, specifying each such default.
Investors holding a majority in aggregate principal amount of the Demand Notes
then outstanding have the right to waive certain defaults and, subject to
certain limitations, 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. The Indenture provides that, in case an Event of
Default will occur (which will not have been cured or waived), the Trustee is
required to exercise such of its rights and powers under the Indenture, and to
use the degree of skill and care in their exercise, that a prudent man would
exercise or use under the circumstances in the conduct of his own affairs, but
otherwise need only perform such duties as are specifically set forth in the
Indenture. Subject to such provisions, the Trustee is under no obligation to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any of the investors unless they will have offered to the
Trustee reasonable security or indemnity.
CONCERNING THE TRUSTEE
U.S. Bank Trust National Association is the Trustee under the Indenture. U.S.
Bank Trust National Association acts as depository for funds of, makes loans to,
and performs certain other services for, GMAC and certain of its affiliates in
the normal course of its business. As trustee of various trusts, it has
purchased securities of GMAC and certain of its affiliates.
MODIFICATION OF THE INDENTURE
With certain exceptions, under the Indenture, the rights and obligations of GMAC
and the rights of the investors may be modified by GMAC with the consent of
investors holding not less than 66-2/3% in aggregate principal amount of the
Demand Notes then outstanding; but no such modifications may be made which
would:
o extend the maturity of any Demand Notes or reduce the principal amount
of any Demand Notes or the accrued and unpaid interest thereon or
o reduce the stated percentage of the Demand Notes, the consent of the
investors of which is required to modify or alter the Indenture,
without the consent of investors holding all of the Demand Notes then
outstanding.
<PAGE>
MODIFICATION, SUSPENSION OR TERMINATION OF PROGRAM
The Demand Notes Committee may amend or modify the Program at any time as it
deems necessary or appropriate. Written notice of any material amendment or
modification will be provided to investors at least fifteen days prior to the
effective date of such amendment or modification. No such amendment or
modification, however, will reduce the principal amount of any Demand Notes, or
accrued and unpaid interest thereon, as of the effective date of such amendment
or modification and no such amendment or modification will have a retroactive
effect that would prejudice the rights of investors.
GMAC may terminate the Program in its entirety for any reason. We may, at our
discretion, temporarily or permanently suspend the acceptance of investments in
the Demand Notes without such a suspension amounting to a termination of the
Program. Written notice of suspension or termination will be provided to
investors at least thirty days prior to the effective date of such suspension or
termination. We may omit, restrict, suspend or terminate the Program in any
jurisdiction in which we, at our discretion, deem such action advisable in view
of local law and regulations.
PROCESSING AGENT
GMAC has appointed The Northern Trust Company, 50 South LaSalle Street, Chicago,
Illinois 60675 to act as the Processing Agent for the Demand Notes. Services
performed by the Processing Agent include:
o investment and redemption processing and accounting;
o preparation of Demand Notes statements and other correspondence;
o investor servicing;
o advice on the principal amount of Demand Notes, accrual of interest
income and payment and reinvestment of interest accrued; and
o required tax reporting and filings with proper authorities.
Any determination rendered by the Demand Notes Committee in connection with the
services performed by the Processing Agent is final and conclusive. For these
services, we pay the Processing Agent a monthly agency and administrative fee
based on the number of Demand Notes outstanding at the end of each month as well
as its reasonable out-of-pocket costs (such as, but not limited to, postage,
forms, telephone and wire expenses). We pay all costs incurred by us in the
offering of the Demand Notes and administration of the Program.
<PAGE>
NOTICES
All notices, statements and communications provided to you by us or the
Processing Agent pursuant to the provisions of the Program will be deemed to
have been duly given when mailed by first-class mail, postage prepaid to the
registered address of the registered owner(s).
You must promptly provide the Processing Agent with notice of any change in your
address. Such notice must be in writing and must include your tax identification
or Social Security number, the Demand Notes number assigned by The Northern
Trust Company and the signatures of all registered owner(s) (including joint
owners) on the Demand Notes and must be signed exactly as their name(s) appear
on the Demand Notes investment form. The notice must be mailed to GMAC Demand
Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
The notice will be effective as soon as practicable after receipt thereof by the
Processing Agent.
All notices or communications from you to us and/or the Processing Agent must
include your name and address, your tax identification or Social Security number
and the Demand Notes number assigned by The Northern Trust Company and must be
signed by all registered owner(s) (including joint owners) of the Demand Notes
and must be signed exactly as the name(s) appear on the Demand Notes investment
form. Such notices or communications to us must be sent to GMAC Demand Notes,
General Motors Acceptance Corporation, P.O. Box 33129, 3031 West Grand
Boulevard, Detroit, Michigan 48232, and such notices or communications to the
Processing Agent must be sent to GMAC Demand Notes, The Northern Trust Company,
P.O. Box 75919, Chicago, Illinois 60675-5919.
TAXES
The Program is not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, nor is the Program subject to the Employee Retirement
Income Security Act of 1974, as amended. Investments in Demand Notes are not
open for Individual Retirement Accounts nor otherwise deductible for Federal
income tax purposes. Interest accrued and reinvested in your Demand Notes is
taxable to you in the year in which such interest is accrued and reinvested. No
part of such interest is excludable from taxable income. Backup withholding and
information reporting requirements may apply to certain non-corporate U.S.
holders. The interest income also may be subject to taxation by some state and
local governments.
For Federal estate tax purposes, the principal amount of your Demand Notes at
the time of your death will be includable in your gross estate and may be
subject to the Federal estate tax. Such amount also may be subject to estate or
inheritance tax in some states.
You will receive a December statement from the Processing Agent each year that
states the full amount reported as taxable income. The Processing Agent also
will file tax information returns as required by law. State and local income
taxes and related tax reporting also may be applicable. You are individually
responsible for complying with applicable Federal, state and local tax laws.
Withholding tax may apply to certain non-U.S. persons unless certain
certifications or statements are provided to GMAC and certain other requirements
are satisfied. In certain cases, non-U.S. persons holding a Demand Note,
although exempt from withholding tax, may be subject to regular U.S. income tax
and taxed in the same manner as U.S. persons discussed above. Information
reporting and backup withholding generally will not apply to payments made to
non-U.S. persons provided GMAC receives certain certifications or statements.
The U.S. Federal income tax discussion set forth above is included for general
information only and may not be applicable depending upon a holder's particular
situation. Holders should consult their own tax advisors with respect to the tax
consequences to them of the ownership and disposition of the Demand 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.
LEGAL OPINION
The legality of the Demand Notes offered hereby will be passed upon by Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017.
The firm of Davis Polk & Wardwell acts as counsel to the Executive Compensation
Committee of the Board of Directors of General Motors Corporation and has acted
as counsel for General Motors Corporation and GMAC in various matters.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from General Motors Acceptance Corporation's Annual Report on Form
10-K for the year ended December 31, 1999 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
<PAGE>
TABLE OF CONTENTS
Page
----
Summary............................................................. 3
Principal Executive Offices......................................... 5
Where You Can Find More Information................................. 5
Documents Incorporated By Reference................................. 5
Ratio of Earnings to Fixed Charges.................................. 6
Use of Proceeds..................................................... 6
Plan of Distribution................................................ 6
Description of the GMAC Demand Notes Program..................... 7
How to Invest....................................................... 9
How to Redeem....................................................... 12
The Indenture....................................................... 15
Optional Redemptions by GMAC........................................ 15
Modification, Suspension or Termination of Program.................. 19
Processing Agent.................................................... 19
Notices............................................................. 20
Taxes............................................................... 20
Legal Opinion....................................................... 21
Experts............................................................. 21
<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......... $ 0
Fees and expenses of Trustee................................ 5,000
Printing Registration Statement, Prospectus
and other documents.................................... 90,000
Legal fees and expenses..................................... 15,000
Accountants' fees .......................................... 15,000
Miscellaneous expenses...................................... 70,000
-------
Total.................................................. $195,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware Corporation Law, the Company is
empowered to indemnify its directors and officers in the circumstances therein
provided.
The Company's Certificate of Incorporation, as amended, provides that no
director shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174,
or any successor provision thereto, of the Delaware Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Under Article VI of its By-Laws, the Company shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
fiduciary or member of any other corporation, partnership, joint venture, trust,
organization or other enterprise. The Company shall not be required to indemnify
a person in connection with a proceeding initiated by such person if the
proceeding was not authorized by the Board of Directors of the Company. The
Company shall pay the expenses of directors and officers incurred in defending
any proceeding in advance of its final disposition ("advancement of expenses");
provided, however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under Article VI of the By-Laws or otherwise. If
a claim for indemnification or advancement of expenses by an officer or director
under Article VI of the By-Laws is not paid in full within ninety days after a
written claim therefor has been received by the Company, the claimant may file
suit to recover the unpaid amount of such claim, and if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Company shall have the burden of proving that the claimant
was not entitled to the requested indemnification or advancement of expenses
under applicable law. The rights conferred on any person by Article VI of the
By-Laws shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Company's Certificate of
Incorporation or By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. The Company's obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer or employee
of another corporation, partnership, joint venture, trust, organization or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
organization or other enterprise.
As a subsidiary of General Motors Corporation, the Company is insured
against liabilities which it may incur by reason of the foregoing provisions of
the Delaware General Corporation Law and directors and officers of the Company
are insured against some liabilities which might arise out of their employment
and not be subject to indemnification under said General Corporation Law.
Pursuant to resolutions adopted by the Board of Directors of General
Motors Corporation, that company to the fullest extent permissible under law
will indemnify, and has purchased insurance on behalf of, directors or officers
of the Company, or any of them, who incur or are threatened with personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974 or any amendatory or comparable legislation or regulation thereunder.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS.
<S> <C>
2 Complete text of Demand Notes Program.
4 Form of Indenture, dated as of October 15, 1985, between the Company and
Comerica Bank, Trustee incorporated by reference to Registration
Statement No. 2-99057.
4(a) First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-4661.
4(b) Second Supplemental Indenture, dated as of June 24, 1986, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-6717.
4(c) Third Supplemental Indenture, dated as of February 15, 1987, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-12059.
4(d) Fourth Supplemental Indenture, dated as of December 1, 1988, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-26057.
4(e) Fifth Supplemental Indenture, dated as of October 2, 1989, between the
Company and Comerica Bank, Trustee incorporated by reference to
Registration Statement No. 33-31596.
4(f) Sixth Supplemental Indenture, dated as of January 1, 1998, between the
Company and U.S. Bank Trust National Association, Successor Trustee
incorporated by reference to Registration Statement No. 33-31596.
4(g) Seventh Supplemental Indenture, dated as of June 15, 1998, between the
Company and U.S. Bank Trust National Association, Successor Trustee
incorporated by reference to Registration Statement No. 33-56431.
5 Opinion and Consent of Davis Polk & Wardwell.
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 U.S. Bank Trust National Association.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information in
this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the Company
pursuant to the provisions discussed in Item 15 above, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director or officer of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director or officer in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, General Motors Acceptance Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
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 30th day of March, 2000.
...........GENERAL MOTORS ACCEPTANCE CORPORATION
.........../s/ J. D. Finnegan
...........--------------------------------------
...........(J. 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 March 30, 2000 by the following
persons in the capacities indicated.
SIGNATURE TITLE
/s/ John D. Finnegan Chairman of the Board, President
- ------------------------ and Director
(John D. Finnegan)
/s/ William F. Muir Executive Vice President and
- ------------------------ Chief Financial Officer and Director
(William F. Muir)
/s/ Gerald E. Gross Comptroller
- ------------------------ (Chief Accounting Officer)
(Gerald E. Gross)
/s/ Richard J. S. Clout Executive Vice President and Director
- ------------------------
(Richard J. S. Clout)
/s/ Eric A. Feldstein Director
- ------------------------
(Eric A. Feldstein)
/s/ John E. Gibson Executive Vice President and Director
- ------------------------
(John E. Gibson)
/s/ 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, Jr. Director
- ------------------------
(G. Richard Wagoner, Jr.)
/s/ Ronald L. Zarrella Director
- ------------------------
(Ronald L. Zarrella)
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT PAGE NO.
--------
<S> <C>
2 Complete text of Demand Notes Program......................................
4 Form of Indenture, dated as of October 15, 1985, between
the Company and Comerica Bank, Trustee incorporated by
reference to Registration Statement No. 2-99057............................
4(a) First Supplemental Indenture, dated as of April 1, 1986,
between the Company and Comerica Bank, Trustee incorporated
by reference to Registration Statement No. 33-4661.........................
4(b) Second Supplemental Indenture, dated as of June 24, 1986,
between the Company and Comerica Bank, Trustee incorporated
by reference to Registration Statement No. 33-6717.........................
4(c) Third Supplemental Indenture, dated as of February 15, 1987,
between the Company and Comerica Bank, Trustee incorporated
by reference to Registration Statement No. 33-12059........................
4(d) Fourth Supplemental Indenture, dated as of December 1, 1988,
between the Company and Comerica Bank, Trustee incorporated
by reference to Registration Statement No. 33-26057........................
4(e) Fifth Supplemental Indenture, dated as of October 2, 1989,
between the Company and Comerica Bank, Trustee incorporated
by reference to Registration Statement No. 33-31596........................
4(f) Sixth Supplemental Indenture, dated as of January 1, 1998,
between the Company and U.S. Bank Trust National Association,
Successor Trustee incorporated by reference to Registration
Statement No. 33-31596.....................................................
4(g) Seventh Supplemental Indenture, dated as of June 15, 1998,
between the Company and U.S. Bank Trust National Association,
Successor Trustee incorporated by reference to Registration
Statement No. 33-56431.....................................................
5 Opinion and Consent of Davis Polk & Wardwell...............................
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
U.S. Bank Trust National Association.......................................
</TABLE>
EXHIBIT 5
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
March 30, 2000
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
Re: General Motors Acceptance Corporation-
Registration Statement on Form S-3
Relating to Demand Notes
Dear Sirs:
At the request of General Motors Acceptance Corporation (the
"Company"), we have considered the Demand Notes (the "Notes") proposed to be
issued by the Company and covered by the Company's Registration Statement on
Form S-3 to which this opinion is filed as an Exhibit. Pursuant to Rule 429, the
Prospectus included in the Registration Statement also relates to the Notes to
be issued pursuant to an Indenture between the Company and U.S. Bank Trust
National Association, as Successor Trustee (the "Indenture").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for purposes of this opinion.
Based upon the foregoing, we are of the opinion that when the
Registration Statement shall become effective, the Notes when issued in
accordance with the provisions of the Indenture and pursuant to the GMAC Demand
Note Program (included in the Registration Statement) will have been duly issued
and will constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to us under the caption
"Legal Opinion" in the Prospectus contained in the Registration Statement.
Very truly yours,
s/ Davis Polk & Wardwell
-------------------------
Davis Polk & Wardwell
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Three Months Ended
March 31,
------------------
1998 1997
-------- --------
Consolidated net income ................................. $ 349.3 $ 372.0
Provision for income taxes .............................. 165.5 258.5
-------- --------
Consolidated income before income taxes ................. 514.8 630.5
-------- --------
Fixed Charges
Interest and discount ................................. 1,384.4 1,265.8
Portion of rentals representative
of the interest factor .............................. 18.2 14.8
-------- --------
Total fixed charges ..................................... 1,402.6 1,280.6
-------- --------
Earnings available for fixed charges .................... $1,917.4 $1,911.1
======== ========
Ratio of earnings to fixed charges ...................... 1.37 1.49
======== ========
Years Ended December 31,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Consolidated net income .. $1,527.3 $1,325.3 $1,301.1 $1,240.5 $1,031.0
Provision for income taxes 960.2 611.7 912.9 837.2 752.2
-------- -------- -------- -------- --------
Consolidated income before
income taxes ............ 2,487.5 1,937.0 2,214.0 2,077.7 1,783.2
-------- -------- -------- -------- --------
Fixed Charges
Interest and discount ... 6,526.2 5,786.9 5,255.5 4,937.5 4,936.3
Portion of rentals
representative of the
interest factor ....... 97.7 79.1 69.8 77.8 54.5
-------- -------- -------- -------- --------
Total fixed charges ....... 6,623.9 5,866.0 5,325.3 5,015.3 4,990.8
-------- -------- -------- -------- --------
Earnings available for
fixed charges ........... $9,111.4 $7,803.0 $7,539.3 $7,093.0 $6,774.0
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges ........... 1.38 1.33 1.42 1.41 1.36
======== ======== ======== ======== ========
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, 2000, appearing in the Annual Report on Form 10-K of General
Motors Acceptance Corporation for the year ended December 31, 1999 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
March 30, 2000
- ------------------------------------------------------------------------------
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)___
-------------------------------------------------------
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
36-4046888
I.R.S. Employer Identification No.
111 EAST WACKER DRIVE, SUITE 3000
CHICAGO, ILLINOIS 60601
(Address of principal executive offices) (Zip Code)
Susan T. Payne
U.S. Bank Trust National Association
535 Griswold, Suite 550
Detroit, Michigan 48226
Telephone (313) 234-4711
(Name, address and telephone number of agent for service)
GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 38-0572512
(State or other jurisdiction of incorporation ) (I.R.S. Employer
or organization Identification No.)
3044 WEST GRAND BOULEVARD
DETROIT, MI 48202
(Address of Principal Executive Offices) (Zip Code)
GMAC DEMAND NOTES
(TITLE OF THE INDENTURE SECURITIES)
- ------------------------------------------------------------------------------
<PAGE>
FORM T-1
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.
Comptroller of the Currency 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
ITEMS 3-15 Not applicable because, although the Trustee is successor
trustee under an indenture dated as of October 15, 1985, as
supplemented, to the best of Trustee's knowledge, there is not, nor
has there been, a default with respect to securities issued under
this indenture.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of
this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in
effect, incorporated herein by reference to Exhibit 1of Form
T-1, Registration No. 33-64175.*
2. A copy of the certificate of authority of the Trustee to
commence business, incorporated herein by reference to Exhibit 2
of Form T-1, Registration No. 33-64175.*
3. A copy of the certificate of authority of the Trustee to exercise
corporate trust powers, incorporated herein by reference to
Exhibit 3 of Form T-1, Registration No. 33-64175.*
4. A copy of the existing bylaws of the Trustee, as now in effect,
incorporated herein by reference to Exhibit 4 of Form T-1,
Registration No. 33-64175.*
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, incorporated herein by reference to
Exhibit 6 of Form T-1, Registration No. 33-64175.*.
7. Report of Condition of the Trustee as of December 31, 1999,
published pursuant to law or the requirements of its supervising
or examining authority.
8. Not applicable.
9. Not applicable.
2
* See* at top of page 3
<PAGE>
* Exhibits thus designated are incorporated herein by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 filed by the
Trustee with the Securities and Exchange Commission with the specific references
noted.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Detroit, State of Michigan on the 21st
day of March, 2000.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ SUSAN T. PAYNE
----------------------------------------
Vice President and Assistant Secretary
3
<PAGE>
Exhibit 7
U.S. BANK TRUST NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/1999
($000'S)
12/31/1999
----------
ASSETS
Cash and Due From Depository Institutions $64,515
Federal Reserve Stock 3,731
Fixed Assets 72
Intangible Assets 40,980
Other Assets 3,282
----------
TOTAL ASSETS $112,580
LIABILITIES
Other Liabilities 1,789
----------
TOTAL LIABILITIES $1,789
EQUITY
Common and Preferred Stock 1,000
Surplus 106,712
Undivided Profits 3,079
Net unrealized holdin gains on available
for sale securities 0
----------
TOTAL EQUITY CAPITAL $110,791
TOTAL LIABILITIES AND EQUITY CAPITAL $112,580
- --------------------------------------------------------------------------------
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By:\s\ Susan T. Payne
------------------
Vice President
Date: March 30, 2000
<PAGE>
EXHIBIT 2
COMPLETE TEXT OF GMAC DEMAND NOTES PROGRAM
(AS AMENDED MARCH 21, 2000)
The GMAC Demand Notes Program (the "Program") has been established by General
Motors Acceptance Corporation (the "Company") to provide investors with a
convenient means of investing funds directly with the Company. Information
concerning the Program may be obtained by calling toll free 1-800-255-4622.
ARTICLE ONE
ADMINISTRATION
SECTION 1.01. GMAC Demand Notes Committee. (a) The Executive Committee
of the Board of Directors of the Company shall appoint a GMAC Demand Notes
Committee (the "Demand Notes Committee") to administer the Program. The Demand
Notes Committee shall consist of at least three members. Members of the Demand
Notes Committee shall not receive any compensation for their service on the
Demand Notes Committee, but they may be officers, directors or employees of the
Company or any of its subsidiaries. The Demand Notes Committee members shall
serve at the pleasure of the Company's Executive Committee of the Board of
Directors until their resignation or removal by such Committee. The Demand Notes
Committee shall act by a majority of its members, with or without a meeting. In
the event the Demand Notes Committee is unable to resolve a matter before it by
reason of an equally-divided vote, the matter shall be referred to the Company's
Executive Committee of the Board of Directors for resolution.
(b) Subject to Section 5.01 of Article Five, the Demand Notes Committee
shall have the full power and authority to amend the provisions of the Program
at any time as it may deem necessary or appropriate, to interpret the provisions
of the Program, to adopt rules and regulations in connection therewith
(including establishing a Referral Credit), to make determinations thereunder
provided for it to make and to set and adjust the rate of interest to be paid on
the Demand Notes.
(c) Any interpretation of the provisions of the Program by the Demand
Notes Committee shall be final and conclusive.
SECTION 1.02. Processing Agent. (a) The Company shall appoint a bank or
corporation to act as its agent under the Program (the "Processing Agent") for
the GMAC Demand Notes (the "Demand Notes"). The Company may, at any time, remove
the Processing Agent and appoint a successor Processing Agent. Services
performed by the Processing Agent shall include investment and redemption
processing and accounting; preparation of Demand Note statements and other
correspondence; investor servicing; advice on the principal amount of Demand
Notes, accrual of interest income and payment and reinvestment of interest
accrued; required tax reporting and filings with proper authorities; and other
services required pursuant to the provisions of the Program. All costs incurred
in connection with the appointment of the Processing Agent and with the
Processing Agent's provision of services shall be paid by the Company, except as
provided in Section 1.04.
(b) Any determination rendered by the Demand Notes Committee in
connection with the services performed by the Processing Agent shall be final
and conclusive.
SECTION 1.03. Records Conclusive. The records of the Company, the
Demand Notes Committee and the Processing Agent shall be conclusive with
respect to all matters involved in the administration of the Program.
SECTION 1.04. Company to Bear Costs of Administration. The Company
shall bear all costs associated with the administration of the Program. There
shall be no charges, expenses, costs, fees or penalties to investors or
deductions from Demand Notes for making investments in, or redeeming, Demand
Notes; provided that (i) the Company shall not be responsible for any charges an
investor may have to pay to such investor's bank in connection with making
investments by wire transfer pursuant to Section 3.05 of Article Three or in
connection with redemptions by wire transfer pursuant to Section 4.03 of Article
Four, (ii) the Company shall not be responsible for any costs an investor may
incur in connection with obtaining signature guarantees required pursuant to
Section 2.04(b) of Article Two and Section 4.03(e) of Article Four and (iii) the
Company shall pass through to investors any service charges the Processing Agent
may assess pursuant to Section 4.02(d) of Article Four; the Company shall have
no other responsibility as to such service charges.
ARTICLE TWO
DEMAND NOTES
SECTION 2.01. Issuance of the Demand Notes. (a) The Company shall issue
Demand Notes which shall constitute unsecured, senior debt obligations of the
Company. The Demand Notes shall have no stated maturity and shall be redeemable
in whole, or in part, at the option of investors pursuant to the terms of
Article Four hereof.
(b) The Company shall appoint one or more corporations to act as
trustee (the "Trustee") for Demand Notes issued pursuant to the Program and
shall enter into an Indenture (the "Indenture") with the Trustee which meets the
requirements of the Trust Indenture Act of 1939. Subject to the terms and
conditions of the Indenture, the Company and the Trustee may amend or supplement
the Indenture from time to time. The terms and conditions of the Demand Notes
shall be governed by the provisions of the Indenture and of the Program.
SECTION 2.02. Interest Rate on the Demand Notes. (a) The Demand Notes
shall bear interest at a floating rate determined by the Demand Notes Committee.
The interest rate on the Demand Notes shall be subject to change on Friday of
each week, such change to be effective the following Monday. Such rate shall
reflect both the level of interest rates generally and the changes in interest
rates which occur from time to time but at all times such rate will be greater
than the most recent seven-day average yield (simple) on taxable money market
funds in the United States as published in IBC/Donoghue's Money Fund Report
Averages/TM All Taxable.
(b) Interest on Demand Notes shall accrue in accordance with the
provisions of Article Three.
(c) Interest on Demand Notes shall be compounded daily, at the rate in
effect each day, based on a 365-day year.
(d) On the last day of each month, interest accrued during the month on
the principal amount of a Demand Note shall be paid by the Company and
reinvested in such Demand Note, thereby increasing the principal amount of such
Demand Note.
SECTION 2.03. Information Concerning Current Interest Rate on Demand
Notes. Information concerning the rate of interest currently payable on the
Demand Notes shall be available to an investor at any time by such investor's
calling toll free 1-800-426-8323.
SECTION 2.04. Eligibility, Restrictions on Transfer. (a) The
Demand Notes shall be offered only to persons whose registered addresses are in
the United States. The Demand Notes Committee shall have the power to
determine eligibility for participation in the Program.
(b) In order to transfer a Demand Note, an investor must provide
written instructions to The Northern Trust Company as the Processing Agent. Such
instructions must include the investor's tax identification or Social Security
number, the Demand Note number assigned by The Northern Trust Company and the
signatures of all registered owners (including joint owners) of the Demand Note
and must be signed exactly as they appear on the Demand Notes investment form.
The signature of each registered owner also must be guaranteed by an authorized
signatory of a commercial bank, trust company (not a savings bank) or member
firm of a national or regional stock exchange in the United States. The
instructions also must include the name, tax identification or Social Security
number and address of the eligible transferee. The instructions must be mailed
to GMAC Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago,
Illinois 60675-5919.
(c) Upon receipt of instructions in the form required by subsection (b)
of this Section 2.04, the Processing Agent shall mail to the transferee a Demand
Notes investment form, which must be completed by the transferee and returned to
the Processing Agent. Upon receipt of the completed investment form, the
Processing Agent shall effect the transfer and register the Demand Note in the
name of the transferee.
(d) If the proposed transferee fails to complete the Demand Notes
investment form and return it to the Processing Agent within fourteen the
Processing Agent shall not effect the transfer. In the event the transfer is not
effected, the Processing Agent shall provide the transferor investor with
written notice advising the investor that the transfer was not effected and
stating the reason therefor.
SECTION 2.05. Business Day. For purposes of the Program, "Business Day"
shall mean only a day on which both The Northern Trust Company and the Federal
Reserve Bank of Chicago are fully open for business.
ARTICLE THREE
INVESTMENTS IN DEMAND NOTES
SECTION 3.01. Investment Form-Initial Investment. An investor may
invest in a Demand Note by completing a Demand Notes investment form requiring
such information as the Demand Notes Committee may deem appropriate and by
making an initial investment (minimum $1,000) in accordance with the provisions
of this Article Three.
SECTION 3.02. Demand Notes Register - Confirmations Statements. (a) All
funds invested in Demand Notes, together with interest accrued thereon, and
redemptions, if any, shall be recorded on a register (the "Demand Notes
Register") established and maintained by the Processing Agent. An investor will
be able to obtain the current balance of such investor's Demand Note at any time
by calling toll free 1-800-548-7923. No certificate or other instrument
evidencing the Company's indebtedness to an investor shall be issued to
investors. The Demand Notes Register also shall include, but not be limited to,
the name(s) and address(es) of the registered owner(s) of the Demand Note and
such investor's tax identification or Social Security number(s).
(b) The Processing Agent shall provide an investor with periodic
statements concerning such investor's Demand Note. Periodic statements shall
include, but not be limited to, a summary of any investments and redemptions,
accrued and reinvested interest, and the principal amount of the Demand Note at
the beginning and at the end of the period.
SECTION 3.03. Holding of Demand Notes. Subject to applicable statutes
and regulations, the interpretation of which shall be solely within the
authority of the Processing Agent, a Demand Note may be held individually,
jointly or in a trust or custodial capacity. In the event of the death of an
investor, redemption proceeds shall be paid to the survivor in the case of a
Demand Note jointly held, to the successor custodian in the case of a Demand
Note held in a custodial capacity, to the trust in the case of a Demand Note
held in a trust capacity or to the investor's estate.
SECTION 3.04. Investments by Check. (a) To make an initial investment
by check, an investor must complete a Demand Notes investment form. The
investment form, together with a check (minimum of $1,000) made payable to "The
Northern Trust Company, Agent" must be mailed to GMAC Demand Notes, The Northern
Trust Company, P.O. Box 75920, Chicago, Illinois 60675-5920. Investments by
check made subsequent to the initial investment (minimum of $50) also must be
made payable to "The Northern Trust Company, Agent," must include the investor's
tax identification or Social Security number and the Demand Note number assigned
by The Northern Trust Company, and must be mailed to the address specified in
the preceding sentence. An investor should enclose an investment slip which is
provided as a detachable stub on the bottom of all monthly statements and
investment confirmations mailed by the Processing Agent. Neither the Processing
Agent nor the Company shall be responsible for delays in the receipt of checks
mailed to The Northern Trust Company.
(b) Initial and subsequent investments by check shall be invested in
the investor's Demand Note on the next succeeding business day after the check
is received by the Processing Agent and interest will begin to accrue on such
day. Investments made by check shall be available for redemption on the sixth
business day from the day subsequent to receipt of such check by the Processing
Agent.
(c) Checks must be drawn in United States dollars on a bank in the
United States.
(d) The Company may in its discretion waive the initial $1,000 minimum
investment requirement as to any investor.
SECTION 3.05. Investments by Wire Transfer. (a) To make an initial
investment in a Demand Note by transferring funds via bank wire (minimum of
$1,000), an investor must call The Northern Trust Company at 1-800-548-7923 to
obtain a Demand Note number; an investor must then instruct such investor's bank
to wire the funds to The Northern Trust Company (ABA No. 071000152). The bank
wire must include the designation "GMAC Demand Notes," the name and address of
the investor and the investor's tax identification or Social Security number,
and the Demand Note number supplied by The Northern Trust Company. After the
wire transfer has been made, an investor must complete and mail a Demand Notes
investment form to The Northern Trust Company as set forth in Section 3.04(a).
On subsequent investments by wire transfer (minimum of $50), an investor must
instruct such investor's bank to wire the funds in accordance with the first two
sentences of this Section 3.05(a).
(b) Investments by wire transfer of funds to the Processing Agent shall
be invested in an investor's Demand Note on the business day the funds are
received by the Processing Agent in proper form and shall begin accruing
interest on such day provided the funds are received by the Processing Agent by
2:00 p.m. Eastern Time. Funds received after 2:00 p.m. Eastern Time shall be
invested and shall begin to accrue interest on the next succeeding business day.
(c) Neither the Company nor the Processing Agent shall be responsible
for delays in the transfer and wiring of funds.
SECTION 3.06. Investments by Automatic Charge to Checking Accounts. (a)
An investor may elect to authorize the Processing Agent to make monthly charges
of $50 or more to such investor's personal checking account for purposes of
investing in a Demand Note. Upon receipt of proper written authorization, the
Processing Agent shall prepare an electronic transfer each month drawn against
an investor's checking account for the prescribed amount. The proceeds from the
check shall be invested in an investor's Demand Note and accrue interest in
accordance with the provisions of Sections 3.04(b) and 3.04(c).
(b) To invest in the manner described in subsection (a) of this Section
3.06, an investor must elect this option on the investment form or obtain the
necessary authorization form directly from the Processing Agent.
(c) An investor may change the amount of the monthly investment
(subject to the $50 monthly minimum) or terminate such investment entirely by
providing notice in writing to the Processing Agent. Such notice shall be
effective as soon as practicable after receipt thereof by the Processing Agent.
SECTION 3.07. Investments by Direct Investment. (a) An investor may
elect to invest in Demand Notes by authorizing the Processing Agent to receive
such investor's net paycheck (gross pay less deductions) from an investor's
place of employment, or to receive such investor's Social Security, annuity or
pension checks or other regularly recurring checks. Investments by direct
investment may be made by electronic transfer or by check. Direct investments by
electronic transfer of funds to the Processing Agent shall be invested in an
investor's Demand Note and accrue interest in accordance with the provisions of
Sections 3.05(b) and 3.05(c). Direct investments by checks mailed to the
Processing Agent shall be invested in an investor's Demand Note and accrue
interest in accordance with the provisions of Sections 3.04(b) and 3.04(c).
(b) To invest in the manner described in subsection (a) of this Section
3.07, the forms necessary to authorize direct investment of Social Security
checks may be obtained from most Social Security offices. Investors who wish to
have such investor's net paycheck invested directly into such investor's Demand
Note should contact the employer's payroll location. A General Motors retiree
who wishes to have his net pension check invested directly into such investor's
Demand Note should contact the General Motors Pension Administration Center.
Retirees of other eligible General Motors Corporation subsidiaries or affiliates
should contact their former employer in order to obtain the proper forms
permitting direct investment.
(c) An investor may terminate the Processing Agent's authority to
receive such investor's net paychecks, Social Security, annuity or pension
checks or other regularly recurring checks by providing notice in writing to the
issuer of such checks and to the Processing Agent. If, upon termination of the
Processing Agent's authority to receive an investor's net paychecks, Social
Security, annuity or pension checks or other regularly recurring checks, an
investment is made incorrectly to an investor's Demand Note, such investor must
promptly notify the Company of such error and return any and all amounts
incorrectly invested.
SECTION 3.08. Investments by Payroll Deduction. (a) This option
is available only to employees of companies participating in GMAC Demand
Note payroll deductions through any General Motors Corporation
compensation system.
(b) Investments by payroll deduction must be specified as a fixed
dollar amount. The minimum investment by payroll deduction must be at least $50
per month; provided that the minimum investment for an employee paid weekly
shall be $11.50 per week, or such other amount as the Demand Notes Committee
from time to time may authorize.
(c) Each payroll deduction investment by an employee paid other than on
a weekly basis shall be invested in such employee's Demand Note as of the payday
on which it was withheld and begins accruing interest as of such date. Payroll
deduction investments by an employee paid on a weekly basis shall be invested in
the employee's Demand Note as of the last business day of the week in which the
paycheck is issued and begins accruing interest as of such business day.
(d) Unless otherwise permitted by the Demand Notes Committee, an
employee may make investments by payroll deduction in only one Demand Note.
(e) Investments by payroll deduction shall commence as soon as
practicable after receipt by the Company of the applicable authorization form
upon which an employee shall have elected such payroll deduction.
(f) Subject to the provisions of subsection (b) of this Section 3.08
and this subsection (f), the payroll deduction amount authorized by an employee
may be increased or decreased by such employee delivering to the Company a
notice in writing of such increase or decrease. Such increase or decrease shall
be effective as soon as practicable after receipt by the Company of notice
thereof. Payroll deductions authorized by an employee may be terminated at any
time, in which event such payroll deduction authorization shall terminate as
soon as practicable after receipt by the Company of written instructions from
such employee to terminate investments by payroll deduction.
(g) The Company shall not make any payroll deduction pursuant to a
payroll deduction authorization in, or for, any period in which an employee is
not receiving a salary or wages.
SECTION 3.09. Investments by Pension Deduction. (a) This option shall
be available only to a retiree or a surviving spouse of such retiree
(collectively referred to as the "retiree") who is receiving retirement benefits
from General Motors Corporation or its participating subsidiaries and
affiliates.
(b) Investments by pension deduction must be specified as a fixed
dollar amount. The minimum investment by pension deduction must be at least $50
per month. Each pension deduction investment by a retiree shall be invested in
such retiree's Demand Note as of the first business day of each month the
retiree is eligible to receive retirement benefits and shall begin to accrue
interest as of such date. Unless otherwise permitted by the Demand Notes
Committee, a retiree may make investments by pension deduction in only one
Demand Note.
(c) Investments by pension deduction shall commence as soon as
practicable after receipt by the Company and the Processing Agent of the
applicable authorization form upon which a retiree shall have elected a pension
deduction.
(d) The pension deduction amount authorized by a retiree may be
increased or decreased by such retiree's delivering to the Company a notice in
writing of such increase or decrease. Such increase or decrease shall be
effective as soon as practicable after receipt by the Company of such notice.
Pension deductions authorized by a retiree may be terminated at any time, in
which event such pension deduction authorization shall terminate as soon as
practicable following receipt by the Company of written instructions from such
retiree to terminate investments by pension deduction.
(e) The Company shall refund any pension deduction(s) made subsequent
to the retiree's death to the Trustee for the General Motors Pension Plan or
other General Motors subsidiary or affiliate pension plan and redeem an amount
equal to such refund from the retiree's Demand Note. If the amount of the
redemption exceeds the principal amount in the retiree's Demand Note, the
retiree's estate shall be liable to the Company for the difference between the
amount of the redemption and the amount of the pension deduction(s) to be
refunded.
SECTION 3.10. Modification, Suspension or Termination of Methods of
Investment. The Company reserves the right at any time to modify, suspend or
terminate any of the methods of investment contained in this Article Three.
ARTICLE FOUR
REDEMPTIONS OF DEMAND NOTES
SECTION 4.01. Redemption at Option of Investor. Subject to the
provisions of this Article Four, an investor may redeem all or any part of a
Demand Note.
SECTION 4.02. Redemption by Check. (a) An investor who selects the
option to obtain checks (the "Check Option") on the Demand Notes investment form
may redeem such investor's Demand Note in part by writing a check, payable to
the order of anyone, in an amount of $250 or more. Only the signature of one
registered owner of the Demand Note will be required on the check unless
otherwise specified by the investors on the Demand Notes investment form.
(b) The amount to be redeemed by a check shall continue to accrue
interest until the date on which such check is presented to the Processing Agent
for payment.
(c) When a check is presented to the Processing Agent for payment, the
Processing Agent shall cause the Company to redeem a part of the investor's
Demand Note sufficient to cover the amount of such check.
(d) If the amount of a check is greater than the principal amount of an
investor's Demand Note, or if the signatures required by subsection (a) of this
Section 4.02 do not appear on the check, or the amount of the check is less than
$250, the Processing Agent shall not cause the redemption to be effected and
shall return the check to the depositary bank. The Processing Agent shall assess
a service chargefor each check returned to a depositary bank. The Processing
Agent also shall assess a service chargein the event an investor requests
stopping payment of a check.
(e) The Processing Agent shall provide an investor who selects the
Check Option with a supply of checks free of charge. An investor may also
request the Check Option subsequent to submitting the initial investment form by
providing the Processing Agent with a written request to add Check Option to the
investor's Demand Note, with such request bearing the signatures of all
registered owners (including joint owners) of the Demand Note exactly as they
appear on the Demand Notes investment form. The request should be mailed to GMAC
Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois
60675-5919.
(f) An investor's selection of the Check Option shall not create a
checking, bank account or depositor relationship between the investor and the
Company or the Processing Agent.
(g) The Company reserves the right at any time to modify, suspend or
terminate the option to redeem a Demand Note by writing a check or to change any
of the charges contained in this Section 4.02.
SECTION 4.03. Wire Redemption. (a) An investor who selects the Wire
Redemption Option on the Demand Notes investment form may redeem such investor's
Demand Note in part during regular business hours of the Processing Agent by
having redemption proceeds of $1,000 or more wired to a predesignated bank
account or Demand Note. By selecting this option, an investor shall authorize
the Processing Agent to act on telephone or written redemption instructions from
any person or persons representing themselves to be the registered owners of the
Demand Note. The Processing Agent's record of such instructions shall be
binding.
(b) To select the Wire Redemption Option the investor must designate on
the Demand Notes investment form either a bank account at a commercial bank in
the United States or a Demand Note to receive the redemption proceeds. If the
redemption proceeds are to be wired to a bank account, the investor also must
provide the Processing Agent with a voided specimen check or deposit slip from
such bank. If the redemption proceeds are to be wired to a Demand Note, the
investor must provide the number of such Demand Note.
(c) Once established, an investor may utilize the Wire Redemption
Option by calling the Processing Agent during the Processing Agent's regular
business hours toll free at 1-800-548-7923.
(d) Upon receipt of the wire redemption instructions given pursuant to
subsection (c) of this Section 4.03, the Processing Agent shall cause the
Company to redeem a part of the investor's Demand Note sufficient to cover the
amount specified in the wire redemption instructions. If the redemption
instructions are received by 2:00 p.m. Eastern Time on any business day, the
Processing Agent shall wire the redemption proceeds to the predesignated bank
account or Demand Note on the business day on which the instructions are
received and interest on the redemption proceeds shall accrue to, but not
include, such day. If the redemption instructions are received after 2:00 p.m.
Eastern Time on any business day, the Processing Agent shall wire the redemption
proceeds to the predesignated bank account or Demand Note on the business day
following receipt of the redemption instructions and interest on the redemption
proceeds shall accrue to, but not include, such day.
(e) An investor may change the predesignated bank and account number
thereat or Demand Note for purposes of the Wire Redemption Option only upon
written request to the Processing Agent with the signature of each registered
owner (including joint owners) of the Demand Note guaranteed by an authorized
signatory of a commercial bank, trust company (not a savings bank) or member
firm of a national or regional stock exchange in the United States.
(f) Neither the Processing Agent nor the Company shall be responsible
for delays in the wiring of funds through the banking system or for the
authenticity of telephone redemption instructions.
(g) An investor may request the Wire Redemption Option subsequent to
submitting the investment form by providing the Processing Agent with a written
request to add the Wire Redemption Option to the investor's Demand Note, with
such request bearing the signatures of all registered owners (including joint
owners) of the Demand Note exactly as they appear on the Demand Notes investment
form. The request should be mailed to GMAC Demand Notes, The Northern Trust
Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
(h) The Company reserves the right at any time to modify, suspend or
terminate the option to redeem Demand Notes by wire redemption.
SECTION 4.04. Official Bank Check Redemption. (a) An investor may
redeem a Demand Note in part by providing telephone or written instructions to
the Processing Agent to issue a bank check in a specified amount (minimum $500).
Such instructions must include the investor's tax identification or Social
Security number, the Demand Note number assigned by The Northern Trust Company
and, if in writing, must contain the signatures of all registered owners
(including joint owners) of the Demand Note exactly as such signatures appear on
the Demand Notes investment form. Written instructions must be mailed to GMAC
Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois
60675-5919.
(b) Upon receipt of instructions required by subsection (a) of this
Section 4.04, the Processing Agent shall cause the Company to redeem a part of
the investor's Demand Note sufficient to cover the amount specified in the
instructions. The Processing Agent shall mail a bank check for the redemption
proceeds on the business day following receipt of the instructions to the
registered owner of the Demand Note at the investor's registered address.
Interest on the redemption proceeds shall accrue to, but not include, such day
of mailing.
SECTION 4.05. Automatic Monthly or Quarterly Redemption. (a) An
investor may redeem a specified part of a Demand Note (minimum of $100) on
either a monthly or quarterly basis by selecting this option on the Demand Notes
investment form. Redemption on a monthly basis may consist of a specified part
of a Demand Note (minimum of $100) or the monthly interest accrued on such
investor's Demand Note. This automatic monthly or quarterly redemption option
shall be available only to investors who hold Demand Notes with a principal
amount of $5,000 or more.
(b) For purposes of the Automatic Monthly or Quarterly Redemption
Option, the Processing Agent shall select a specific date for redemption in each
month or quarter, as the case may be. On the predetermined date, the Processing
Agent shall cause the Company to redeem a part of the investor's Demand Note
equal to the redemption amount specified by the investor. Interest on the
redemption proceeds shall accrue to, but not include, such predetermined day. On
the following day, the Processing Agent shall mail a bank check for the
redemption proceeds to the address of the registered owner of the Demand Note.
(c) An investor who selects the Automatic Monthly or Quarterly
Redemption Option and/or the Wire Redemption Option described in Section 4.03
may not have bank checks for redemption proceeds mailed to any address other
than the registered address of the registered owner of the Demand Note.
(d) If on the date selected for any monthly or quarterly redemption
pursuant to subsection (b) of this Section 4.05 an investor's Demand Note shall
not have a principal amount of $5,000 or more, the Processing Agent shall not
cause the Company to effect a redemption pursuant to subsection (b) of this
Section 4.05 nor shall the Processing Agent cause any such redemption to be
effected, if after such redemption, the principal amount of an investor's Demand
Note would not be in excess of $5,000. If the Processing Agent does not cause a
redemption to be effected for the reasons described in this subsection (d), the
Processing Agent shall notify the investor in writing that the redemption has
not been effected and shall provide the reason therefor.
(e) An investor may terminate the Automatic Monthly or Quarterly
Redemption Option by providing notice in writing to the Processing Agent. Such
notice shall be effective as soon as practicable after receipt thereof by the
Processing Agent.
(f) An investor may request the Automatic Monthly or Quarterly
Redemption Option subsequent to submitting the investment form by providing the
Processing Agent with a written request to add the desired automatic redemption
option to the Demand Note, with such request bearing the signatures of all
registered owners (including joint owners) of the Demand Note exactly as they
appear on the Demand Notes investment form. The request should be mailed to GMAC
Demand Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois
60675-5919.
(g) The Company reserves the right at any time to modify, suspend or
terminate the option to redeem Demand Notes by automatic monthly or quarterly
redemption.
SECTION 4.06. Full Redemption of a Demand Note. (a) An investor may
redeem a Demand Note in full by providing telephone or written instructions to
the Processing Agent. Such instructions must state the investor's intention to
redeem in full such investor's Demand Note and must be given to the Processing
Agent in the manner specified in subsection (a) of Section 4.04.
(b) Upon receipt of instructions required by subsection (a) of this
Section 4.06, the Processing Agent shall cause the Company to redeem in full the
investor's Demand Note, including accrued and unpaid interest to the date of
redemption.
(c) The Processing Agent shall mail a bank check for such redemption
proceeds on the business day following receipt of the instructions to the
registered owner of the Demand Note at the investor's registered address.
SECTION 4.07. Limitation on Redemption of Investments by Check. If an
investor instructs the Processing Agent to redeem part of a Demand Note which is
represented by, or includes, an investment made by check pursuant to Sections
3.04(a), 3.06(a) or 3.07(a) of Article Three, the Processing Agent shall not act
on the instructions if such instructions are received within a period of five
business days from the day of receipt of such investment check by the Processing
Agent.
SECTION 4.08. Redemption Instructions Ineffective. Redemption
instructions given by an investor to the Processing Agent pursuant to Sections
4.03 or 4.04 shall be ineffective if the instructions specify an amount to be
redeemed, or the method of redemption requires an amount to be redeemed, which
exceeds the principal amount of the investor's Demand Note. In the event the
Processing Agent receives such ineffective instructions from an investor, the
Processing Agent shall notify the investor in writing that the redemption
instructions are ineffective and shall provide the reason therefor, provided
that the Processing Agent shall not be required to provide written notification
to investors who give ineffective redemption instructions to the Processing
Agent by telephone pursuant to Section 4.03.
SECTION 4.09. No Redemptions in Cash. No redemption proceeds shall
be paid in cash.
SECTION 4.10. Optional Redemption by the Company. (a) The Company may
redeem, at any time in its discretion, any particular Demand Note in which the
principal amount remains below $1,000 for a period of two consecutive months
immediately following the month in which the average principal amount falls
below $1,000. The Company shall notify an investor of its intention to redeem
such Demand Note. Following such notification, an investor shall have 60
calendar days from the date of the notice to restore a Demand Note to the
required minimum principal amount of $1,000. If an investor does not restore a
Demand Note to such required principal amount, the Company shall redeem the
Demand Note in full.
(b) The Company shall have the right to redeem any Demand Note as to
which it believes in its sole judgment and discretion that the redemption
provisions of the Program have been abused or are being used by an investor in a
manner or with an effect that is not in the best interests of the Company (i.e.,
the writing of checks by an investor where the amounts of the checks are greater
than the principal amount of such investor's Demand Note). The Company shall
notify an investor of its intention to redeem such Demand Note on the third day
following the date of the notice. The Company shall redeem the Demand Note in
full on such redemption date. A check shall be sent to the investor in an amount
equal to the principal amount of the Demand Note, including accrued and unpaid
interest to the date of redemption. In the event that a Demand Note with a
principal amount below $0 is redeemed, the investor shall be liable to the
Company for the amount required to restore the principal amount to $0 as of the
date the Demand Note is redeemed.
ARTICLE FIVE
MODIFICATION, SUSPENSION OR TERMINATION
SECTION 5.01. Modification. (a) The Company or the Demand Notes
Committee may amend or modify the Program at any time as it may deem necessary
or appropriate.
(b) The Company or the Demand Notes Committee shall provide to
investors written notice of any material amendment or modification of the
Program at least fifteen days prior to the effective date of such amendment or
modification.
(c) No amendment or modification of the Program shall reduce the
principal amount of any Demand Note, or accrued and unpaid interest thereon, as
of the effective date of such amendment or modification and no such amendment or
modification shall have a retroactive effect that would prejudice the rights of
investors.
SECTION 5.02. Suspension or Termination. (a) The Company may terminate
the Program in its entirety for any reason. The Company may, in its discretion,
temporarily or permanently suspend the acceptance of investments in the Demand
Notes without such a suspension amounting to a suspension or termination of the
Program.
(b) The Company shall provide written notice to investors of any
suspension or termination of the Program at least thirty days prior to the
effective date of such suspension or termination.
(c) The Company may omit, restrict, suspend or terminate the Program in
any jurisdiction in which the Company, in its discretion, deems such action
advisable in view of local law and regulations.
ARTICLE SIX
MISCELLANEOUS
SECTION 6.01. Demand Notes Not Insured. Funds invested in the
Demand Notes are not subject to the protection of the Federal Deposit Insurance
Corporation or any other insurance.
SECTION 6.02. Investments Voluntary. Eligible investors to whom Demand
Notes shall be offered for investment shall not be required to invest in the
Demand Notes and any decision to invest shall be solely that of such investor.
SECTION 6.03. Company Has No Right of Set-off. The Company shall have
no right of set-off against a Demand Note for indebtedness not related to such
Demand Note.
SECTION 6.04. Company and Processing Agent Have No Obligation to
Contest Legal Proceeding Against a Demand Note. Neither the Company nor the
Processing Agent shall have any obligation to contest any legal proceeding
brought against a Demand Note by any third party nor shall the Company or the
Processing Agent be liable for any payment of redemption proceeds from a Demand
Note to anyone other than the registered owner as a result of a legal proceeding
or governmental action.
SECTION 6.05. Deduction of Amounts Invested in Error in a Demand Note.
The Company shall have the right to deduct from the principal amount of a Demand
Note amounts invested in error in such Demand Note.
SECTION 6.06. Notices, Statements and Other Communications. Unless
otherwise specified, all notices, statements and communications provided to
investors by the Company or the Processing Agent pursuant to the provisions of
the Program shall be deemed to have been duly given when mailed by first-class
mail, postage prepaid to the registered address of the registered owner.
SECTION 6.07. Notice of Change of Address. An investor must promptly
provide the Processing Agent with notice of any change in address. Such notice
must be in writing and must include the investor's tax identification or Social
Security number, the Demand Note number assigned by The Northern Trust Company
and the signatures of all registered owners (including joint owners) of the
Demand Note and must be signed exactly as they appear on the Demand Notes
investment form. The notice must be mailed to GMAC Demand Notes, The Northern
Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919. The notice shall be
effective as soon as practicable after receipt thereof by the Processing Agent.
SECTION 6.08. Notices, Communications to Company. Unless otherwise
specified, all notices or communications from investors to the Company must
include the name and address of the investor, the investor's tax identification
or Social Security number and the Demand Note number assigned by The Northern
Trust Company and must be signed by all registered owners (including joint
owners) of the Demand Note and must be signed exactly as they appear on the
Demand Notes investment form. Such notices or communications must be sent to
GMAC Demand Notes, General Motors Acceptance Corporation, P.O. Box 33129, 3031
West Grand Boulevard, Detroit, Michigan 48232.
SECTION 6.09. Notices, Communications to Processing Agent. Unless
otherwise specified, all notices or communications from an investor to the
Processing Agent must include the name and address of the investor, the
investor's tax identification or Social Security number and the Demand Note
number assigned by The Northern Trust Company and must be signed by all
registered owners (including joint owners) of the Demand Note and must be signed
exactly as they appear on the Demand Notes investment form. Such notices or
communications must be sent to GMAC Demand Notes, The Northern Trust Company,
P.O. Box 75919, Chicago, Illinois 60675-5919.
SECTION 6.10. Investor Acceptance of Program Provisions. By investing
in a Demand Note, the investor shall be deemed to accept and agree to all
provisions of the Program.
SECTION 6.11. Interpretation. The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.
SECTION 6.12. Governing Law. The terms and conditions of the
Program and its operation shall be governed by the laws of the State of
New York.
