<PAGE> 1
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND
MAY BE CHANGED. THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-75463
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED JANUARY 7, 2000
PROSPECTUS SUPPLEMENT
- ---------------------
(To prospectus dated April 15, 1999)
$
GENERAL MOTORS ACCEPTANCE CORPORATION
% NOTES DUE 2010
------------------
The notes will mature on , 2010. Interest will accrue from , 2000
at the rate of % per year payable semi-annually in arrears on and
of each year, commencing on , 2000. The notes will not be
redeemable prior to maturity unless certain events occur involving United States
taxation.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
------------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price (1) ................................................. % $
Underwriting discount...................................................... % $
Proceeds, before expenses, to General Motors Acceptance Corporation........ % $
</TABLE>
(1) Plus accrued interest from , 2000 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery through The Depository Trust
Company, the Euroclear System or Cedelbank on or about , 2000 only.
------------------
JOINT BOOK-RUNNING MANAGERS
MERRILL LYNCH & CO. SALOMON SMITH BARNEY WARBURG DILLON READ LLC
The activities of the underwriters of the notes are being jointly led by Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney, and Warburg
Dillon Read LLC.
<PAGE> 2
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents by Reference........................................................... S-2
Directors of GMAC ........................................................................................ S-3
Ratio of Earnings to Fixed Charges ....................................................................... S-4
Consolidated Capitalization of GMAC ...................................................................... S-4
Selected Consolidated Financial Data ..................................................................... S-5
Use of Proceeds .......................................................................................... S-7
Description of Notes ..................................................................................... S-7
United States Federal Taxation ........................................................................... S-12
Underwriting ............................................................................................. S-17
General Information ...................................................................................... S-19
Legal Opinions ........................................................................................... S-19
</TABLE>
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Principal Executive Offices............................................................................... 2
Available Information .................................................................................... 2
Incorporation of Certain Documents by Reference .......................................................... 2
Description of General Motors Acceptance Corporation...................................................... 3
Ratio of Earnings to Fixed Charges........................................................................ 3
Use of Proceeds........................................................................................... 3
Description of Debt Securities............................................................................ 4
Description of Warrants................................................................................... 9
Plan of Distribution...................................................................................... 10
Experts................................................................................................... 12
</TABLE>
Unless the context indicates otherwise, the words "GMAC", "we", "our",
"ours" and "us" refer to General Motors Acceptance Corporation.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
different information or to make any additional representations. We are not, and
the underwriters are not, making an offer of any securities other than the
notes. This prospectus supplement is part of and must be read in conjunction
with the accompanying prospectus dated April 15, 1999. You should not assume
that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as the information incorporated by reference,
is accurate as of any date other than the date on the front cover of this
prospectus supplement.
The distribution of this prospectus supplement and the prospectus and
the offering of the notes may be restricted in certain jurisdictions. You should
inform yourself about and observe any such restrictions. This prospectus
supplement and the prospectus do not constitute, and may not be used in
connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation.
<PAGE> 3
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We accept full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and, having made all reasonable inquiries, confirm that
to the best of our knowledge and belief there are no other facts the omission of
which would make any statement contained in this prospectus supplement and the
accompanying prospectus misleading.
Unless otherwise specified or the context otherwise requires,
references in this prospectus supplement and accompanying prospectus to
"dollars", "$" and "U.S.$" are to United States dollars.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file
with them, which means that we can disclose important information to you by
referring you to those documents, including our annual, quarterly and current
reports, that are considered part of this prospectus supplement and accompanying
prospectus. Information that we file later with the SEC will automatically
update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC. These documents contain important information
about General Motors Acceptance Corporation and its finances.
<TABLE>
<CAPTION>
SEC FILINGS PERIOD
- ----------- ------
<S> <C>
Annual Report on Form 10-K................................ Year ended December 31,1998
Quarterly Report on Form 10-Q............................. Quarters ended March 31, 1999, June 30, 1999
and September 30, 1999
Current Reports on Form 8-K............................... Dated January 21, 1999, April 15, 1999,
April 22, 1999, June 8, 1999, July 20,1999
and October 14, 1999
</TABLE>
You may, at no cost, request a copy of the documents incorporated by
reference in this prospectus supplement and accompanying 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
Tel: (313) 556-1240
This prospectus supplement and accompanying prospectus, together with
the documents incorporated by reference, will be available free of charge at the
office of Banque Generale du Luxembourg S.A., 50 Avenue J. F. Kennedy, L-2951,
Luxembourg.
S-2
<PAGE> 4
DIRECTORS OF GMAC
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Richard J.S. Clout.................................................... Executive Vice President
Eric A. Feldstein..................................................... Vice President and Treasurer,
General Motors Corporation
John D. Finnegan...................................................... Chairman and President,
General Motors Acceptance
Corporation and Executive Vice President,
General Motors Corporation
John E. Gibson........................................................ Executive Vice President
J. Michael Losh....................................................... Executive Vice President and Chief
Financial Officer, General Motors
Corporation
William F. Muir....................................................... Executive Vice President and
Chief Financial Officer
Harry J. Pearce....................................................... Vice Chairman, General Motors
Corporation
W. Allen Reed......................................................... Vice President and Chief
Investment Funds Officer,
General Motors Corporation
John F. Smith, Jr..................................................... Chairman and Chief Executive
Officer, General Motors
Corporation
G. Richard Wagoner, Jr................................................ President and Chief Operating
Officer, General Motors
Corporation
Ronald L. Zarrella.................................................... Executive Vice President and
President of GM North
America, General Motor
Corporation
</TABLE>
The above Directors do not hold any significant positions outside of
General Motors Corporation, GMAC and their respective subsidiaries.
The business address of each Director and the location of GMAC's
principal executive offices is 3044 West Grand Boulevard, Detroit, Michigan
48202, United States.
S-3
<PAGE> 5
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1999 1998 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
1.40 1.34 1.33 1.42
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges.
See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus
for additional information.
CONSOLIDATED CAPITALIZATION OF GMAC
(UNAUDITED)
(IN MILLIONS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30,
1999
<S> <C>
NOTES, LOANS AND DEBENTURES
Payable within one year.......................................................................... $58,648.1
Payable after one year........................................................................... 55,714.3
----------
Total notes, loans and debentures............................................................. $114,362.4
----------
STOCKHOLDER'S EQUITY
Common stock, $.10 par value (authorized 10,000 shares, outstanding 10 shares)
and paid-in capital............................................................................ $2,200.0
Net income retained for use in the business...................................................... 8,452.3
Net unrealized gains on securities............................................................... 257.4
Unrealized accumulated foreign currency translation adjustment (188.3)
----------
Total stockholder's equity.................................................................... $10,721.4
----------
TOTAL CAPITALIZATION................................................................................. $125,083.8
==========
</TABLE>
There has been no material change in the consolidated capitalization of GMAC
since September 30, 1999.
S-4
<PAGE> 6
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth our selected financial data derived from
the audited consolidated financial statements for the two years ended December
31, 1998 and 1997 and from unaudited financial statements for the nine months
ended September 30, 1999 and 1998. We do not publish non-consolidated financial
statements. We believe that all adjustments necessary for the fair presentation
thereof have been made to the unaudited financial data. The results for the
interim period ended September 30, 1999 are not necessarily indicative of the
results for the full year. The following information should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in the accompanying prospectus. See "Incorporation of
Certain Documents by Reference" in the accompanying prospectus.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
(IN MILLIONS OF U.S. DOLLARS)
BALANCE SHEET DATA (1):
<S> <C> <C> <C> <C>
Cash and Cash Equivalents............................... $ 325.6 $ 614.2 $ 618.1 $ 759.2
---------- ------------ ------------ -----------
Earning Assets
Investments in securities............................... 8,822.7 8,134.9 8,681.9 7,896.1
Finance receivables, net................................ 76,980.7 63,093.6 71,101.2 59,048.9
Investment in operating leases, net..................... 30,332.5 28,582.7 27,925.8 25,981.4
Notes receivable from General Motors Corporation........
3,504.0 2,301.6 2,270.5 551.7
Real estate mortgages -- held for sale............... 5,193.8 5,424.6 7,969.7 5,119.5
-- held for investment......... 1,569.6 789.5 1,296.7 713.0
-- lending receivables......... 1,532.8 1,783.3 2,063.6 2,222.9
Factored receivables 958.3 -- -- --
Due and deferred from receivable sales, net............. (28.3) 186.1 111.5 690.5
Other................................................... 4,715.5 2,558.1 3,683.7 1,807.6
---------- ------------ ------------ -----------
Total earning assets................................ 133,581.6 112,854.4 125,104.6 104,031.6
---------- ------------ ------------ -----------
Nonearning assets....................................... 7,821.8 5,154.2 5,694.8 4,528.5
---------- ------------ ------------ -----------
Total Assets............................................ $141,729.0 $ 118,622.8 $ 131,417.5 $ 109,319.3
========== ============ ============ ===========
Notes, loans and debentures payable within one year.....
$ 58,648.1 $ 52,561.5 $ 60,816.7 $ 50,399.5
---------- ------------ ------------ -----------
Accounts Payable and Other Liabilities
General Motors Corporation and affiliated companies.....
531.5 1,898.8 929.6 698.9
Interest................................................ 1,649.3 1,394.3 1,264.2 1,101.8
Insurance losses and loss expenses...................... 1,945.4 2,043.7 2,062.7 2,125.3
Unearned insurance premiums............................. 1,938.5 1,865.0 1,855.6 1,804.1
Deferred income taxes................................... 3,415.2 2,796.6 2,842.9 2,577.1
United States and foreign income and other taxes
payable............................................ 516.9 276.4 570.7 321.2
Other postretirement benefits........................... 703.7 690.9 685.3 652.6
Other................................................... 5,944.7 4,659.1 5,241.7 4,607.5
---------- ------------ ------------ -----------
Total accounts payable and other liabilities............ 16,645.2 15,624.8 15,452.7 13,888.5
---------- ------------ ------------ -----------
Notes, loans and debentures payable after one year......
55,714.3 40,937.7 45,356.5 36,275.2
---------- ------------ ------------ -----------
</TABLE>
S-5
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C>
Common stock, $.10 par value (authorized 10,000
shares, outstanding 10 shares) and paid-in
capital............................................ 2,200.0 2,200.0 2,200.0 2,200.0
Net income retained for use in the business............. 8,452.3 7,128.4 7,351.6 6,326.3
Net unrealized gains on securities...................... 257.4 306.6 381.5 368.5
Unrealized accumulated foreign currency translation
adjustment......................................... (188.3) (136.2) (141.5) (138.7)
----------- ---------- ---------- -----------
Accumulated other comprehensive income.............
69.1 170.4 240.0 229.8
---------- ---------- ---------- ----------
Total stockholder's equity......................... 10,721.4 9,498.8 9,791.6 8,756.1
---------- ---------- ---------- ----------
Total Liabilities and Stockholder's Equity.............. $141,729.0 $118,622.8 $131,417.5 $109,319.3
========== ========== ========== ==========
</TABLE>
(1) Certain amounts for 1997 have been reclassified to conform with 1998
classifications. Certain amounts for 1998 have been reclassified to conform with
1999 classifications.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
(IN MILLIONS OF U.S. DOLLARS)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA (1):
Financing Revenue
Retail and lease financing................................ $3,170.3 $2,834.4 $ 3,868.8 $ 3,570.5
Operating leases.......................................... 5,494.4 5,415.8 7,233.0 7,260.5
Wholesale, commercial and other loans..................... 1,453.6 1,211.5 1,628.9 1,745.6
-------- -------- --------- ---------
Total automotive financing revenue................... 10,118.3 9,461.7 12,730.7 12,576.6
Interest and discount..................................... 4,717.8 4,316.7 5,786.9 5,255.5
Depreciation on operating leases.......................... 3,575.9 3,488.2 4,692.4 4,677.5
-------- -------- --------- ---------
Net automotive financing revenue..................... 1,824.6 1,656.8 2,251.4 2,643.6
Insurance premiums earned................................. 1,338.5 1,416.9 1,858.4 1,360.4
Mortgage revenue.......................................... 2,247.7 1,455.6 2,029.9 1,498.7
Other income.............................................. 1,222.9 960.2 1,294.9 1,159.7
-------- -------- --------- ---------
Net Financing Revenue and Other...................... 6,633.7 5,489.5 7,434.6 6,662.4
-------- -------- --------- ---------
Expenses
Salaries and benefits..................................... 1,225.1 909.5 1,167.0 1,050.4
Other operating expenses.................................. 2,101.6 1,692.1 2,350.3 1,801.8
Insurance losses and loss adjustment expenses............. 1,044.1 1,079.6 1,517.2 1,073.5
Provision for credit losses............................... 327.5 322.6 463.1 522.7
-------- -------- --------- ---------
Total expenses....................................... 4,698.3 4,003.8 5,497.6 4,448.4
Income before income taxes................................ 1,935.4 1,485.7 1,937.0 2,214.0
United States, foreign and other income taxes............. 759.7 458.6 611.7 912.9
-------- -------- --------- ---------
Net Income........................................... 1,175.7 1,027.1 1,325.3 1,301.1
Net income retained for use in the business at
beginning of the period.............................. 7,351.6 6,326.3 6,326.3 5,775.2
-------- -------- --------- ---------
Total..................................................... 8,527.3 7,353.4 7,651.6 7,076.3
Cash dividends............................................ 75.0 225.0 300.0 750.0
-------- -------- --------- ---------
Net Income Retained for Use in the Business at
End of the Period................................. $8,452.3 $7,128.4 $ 7,351.6 $ 6,326.3
======== ======== ========= =========
</TABLE>
S-6
<PAGE> 8
- --------------
(1) Certain amounts for 1997 have been reclassified to conform with 1998
classifications. Certain amounts for 1998 have been reclassified to conform with
1999 classifications.
USE OF PROCEEDS
We will receive net proceeds before expenses of $ . We estimate that
our expenses will be approximately $ . The net proceeds from the sale of the
securities will be added to the general funds of GMAC and will be available for
the purchase of receivables, the making of loans or the repayment of debt. Such
proceeds initially may be used to reduce short-term borrowings or invested in
short-term securities.
DESCRIPTION OF NOTES
GENERAL
The following description of the particular terms of the % Notes
Due , 2010 (the "Notes") offered hereby supplements and, to the extent that
the terms are inconsistent, replaces, the description of the general terms and
provisions of the Debt Securities set forth in the accompanying prospectus. The
Notes are part of the Debt Securities registered by GMAC in April 1999 to be
issued on terms to be determined at the time of sale.
The Notes offered hereby will be issued in an aggregate principal
amount of $_____ pursuant to an Indenture dated as of July 1, 1982, as amended,
which is more fully described in the accompanying prospectus and the Notes have
been authorized and approved by resolution of our Board of Directors.
The Indenture and the Notes are governed by, and construed in
accordance with, the laws of the State of New York, United States.
The Notes will be redeemed at par on , 2010. The Notes are not
redeemable by GMAC prior to maturity unless certain events occur involving U.S.
taxation. See "--Redemption for Tax Reasons." The Notes will bear interest,
calculated on the basis of a 360-day year consisting of twelve 30-day months,
from , 2000 at the rate of % per annum, payable on and of each year, commencing
, 2000, to the person in whose name the Notes are registered at the
close of business on the last day of the calendar month next preceding such
and .
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be offered and sold in principal amounts of U.S. $1,000
and integral multiples thereof. The Notes will be issued in the form of one or
more fully registered Global Notes (collectively, the "Global Notes") which will
be deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository" or "DTC") and registered in the name of Cede & Co., the
Depository's nominee. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global Notes through
either DTC or Cedelbank or Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System ("Euroclear") if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. Cedelbank and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Cedelbank's and Euroclear's names on the books of their
S-7
<PAGE> 9
respective depositaries. Cedelbank's and Euroclear's depositaries will hold
interests in customers' securities accounts in the depositaries' names on the
books of the Depository. Citibank, N.A. will act as depositary for Cedelbank and
The Chase Manhattan Bank will act as depositary for Euroclear (in such
capacities, the "U.S. Depositaries"). Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only to another nominee of
the Depository or to a successor of the Depository or its nominee.
Cedelbank has advised that it is incorporated under the laws of
Luxembourg as a professional depositary. Cedelbank holds securities for its
participating organizations ("Cedelbank Participants"). Cedelbank facilitates
the clearance and settlement of securities transactions between Cedelbank
Participants through electronic book-entry changes in accounts of Cedelbank
Participants, eliminating the need for physical movement of certificates.
Cedelbank provides to Cedelbank Participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Cedelbank interfaces with
domestic markets in several countries. As a professional depositary, Cedelbank
is subject to regulation by the Luxembourg Monetary Institute. Cedelbank
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Indirect access to Cedelbank is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Cedelbank
Participant, either directly or indirectly.
Distributions, to the extent received by the U.S. Depositary for
Cedelbank, with respect to the Notes held beneficially through Cedelbank will be
credited to cash accounts of Cedelbank Participants in accordance with its rules
and procedures.
Euroclear has advised that it was created in 1968 to hold securities
for its participants ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, eliminating the need for physical movement
of certificates and eliminating any risk from lack of simultaneous transfers of
securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the underwriters.
Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either
directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities
S-8
<PAGE> 10
clearance accounts. The Euroclear Operator acts under the Terms and Conditions
only on behalf of Euroclear Participants, and has no record of or relationship
with persons holding through Euroclear Participants.
Distributions, to the extent received by the U.S. Depositary for
Euroclear, with respect to Notes held beneficially through Euroclear will be
credited to the cash accounts of Euroclear Participants in accordance with the
Terms and Conditions.
In the event definitive Notes are issued, we will appoint a paying
agent and transfer agent in Luxembourg (the "Luxembourg Paying and Transfer
Agent"). Holders of definitive Notes will be able to receive payments and effect
transfers at the offices of the Luxembourg Paying and Transfer Agent.
Individual certificates in respect of Notes will not be issued in
exchange for the Global Notes, except in very limited circumstances. If
Euroclear, Cedelbank or DTC notifies us that it is unwilling or unable to
continue as a clearing system in connection with a Global Note or, in the case
of DTC only, DTC ceases to be a clearing agency registered under the Securities
Exchange Act, and in each case we do not appoint a successor clearing system
within 90 days after receiving such notice from Euroclear, Cedelbank or DTC or
on becoming aware that DTC is no longer so registered, we will issue or cause to
be issued individual certificates in registered form on registration of,
transfer of or in exchange for book-entry interests in the Notes represented by
such Global Note upon delivery of such Global Note for cancellation.
Title to book-entry interests in the Notes will pass by book-entry
registration of the transfer within the records of Euroclear, Cedelbank or DTC,
as the case may be, in accordance with their respective procedures. Book-entry
interests in the Notes may be transferred within Euroclear and within Cedelbank
and between Euroclear and Cedelbank in accordance with procedures established
for these purposes by Euroclear and Cedelbank. Book-entry interests in the Notes
may be transferred within DTC in accordance with procedures established for this
purpose by DTC. Transfers of book-entry interests in the Notes between Euroclear
and Cedelbank and DTC may be effected in accordance with procedures established
for this purpose by Euroclear, Cedelbank and DTC.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with Depository rules. Secondary market trading
between Cedelbank Participants and/or Euroclear Participants will occur in the
ordinary way in accordance with the applicable rules and operating procedures of
Cedelbank and Euroclear and will be settled using the procedures applicable to
conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Cedelbank or Euroclear Participants, on the other, will be effected in the
Depository in accordance with the Depository rules on behalf of the relevant
European international clearing system by its U.S. Depositary. However, a
cross-market transfer will require delivery of instructions to the relevant
European international clearing system, by the counterparty in such European
international clearing system, in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering or receiving Notes in the
Depository, and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to the Depository. Cedelbank
Participants and Euroclear Participants may not deliver instructions directly to
their respective U.S. Depositaries.
S-9
<PAGE> 11
Because of time-zone differences, credits of Notes received in
Cedelbank or Euroclear as a result of a transaction with a DTC Participant will
be made during subsequent securities settlement processing and dated the
business day following the Depository settlement date. Credits or any
transactions of the type described above settled during subsequent securities
settlement processing will be reported to the relevant Euroclear or Cedelbank
Participants on the business day that the processing occurs. Cash received in
Cedelbank or Euroclear as a result of sales of Notes by or through a Cedelbank
Participant or a Euroclear Participant to a DTC Participant will be received
with value on the Depository settlement date but will be available in the
relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in the Depository.
Although the Depository, Cedelbank and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of Notes among
participants of the Depository, Cedelbank and Euroclear, they are under no
obligation to perform or continue to perform these procedures. The foregoing
procedures may be changed or discontinued at any time.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the
registered holders of the Notes, create and issue further Notes ranking pari
passu with the Notes in all respects, or in all respects except for the payment
of interest accruing prior to the issue date of such further Notes or except for
the first payment of interest following the issue date of such further Notes.
Such further Notes may be consolidated and form a single series with the Notes
and have the same term as to status, redemption or otherwise as the Notes.
PAYMENT OF ADDITIONAL AMOUNTS
We will pay to the holder of any Note who is a non-United States person
(as defined below) such additional amounts as may be necessary in order that
every net payment in respect of the principal, premium, if any, or interest, if
any, on such Note, after deduction or withholding by GMAC or any paying agent
for or on account of any present or future tax, assessment or governmental
charge imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in such Note to be then due and payable before any
such deduction or withholding for or on account of any such tax, assessment or
governmental charge. The foregoing obligation to pay such additional amounts
shall not apply to:
(a) any tax, assessment or other governmental charge which would not have
been so imposed but for:
- the existence of any present or former connection between such
holder (or a fiduciary, settlor, beneficiary, member or
shareholder of, or holder of a power over, such holder, if such
holder is an estate, trust, partnership or corporation) and the
United States, including, without limitation, such holder (or
such fiduciary, settlor, beneficiary, member, shareholder of, or
holder of a power) being or having been a citizen or resident or
treated as a resident thereof or being or having been engaged in
a trade or business therein or being or having been present
therein or having or having had a permanent establishment
therein, or
- such holder's present or former status as a personal holding
company or foreign personal holding company or controlled
foreign corporation for United States federal income tax
purposes or corporation which accumulates earnings to avoid
United States federal income tax;
S-10
<PAGE> 12
(b) any tax, assessment or other governmental charge which would not have
been so imposed but for the presentation by the holder of such Note
for payment on a date more than 10 days after the date on which such
payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal property or
excise tax or any similar tax, assessment or governmental charge;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of principal
of, premium, if any, or interest, if any, on any Note;
(e) any tax, assessment or other governmental charge imposed on interest
received by a holder or beneficial owner of a Note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of GMAC entitled to vote within the meaning of Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed as a result of
the failure to comply with:
- certification, information, documentation, reporting or other
similar requirements concerning the nationality, residence,
identity or connection with the United States of the holder or
beneficial owner of the Note, if such compliance is required by
statute, or by regulation of the United States Treasury
Department, as a precondition to relief or exemption from such
tax, assessment or other governmental charge (including backup
withholding) or
- any other certification, information, documentation, reporting
or other similar requirements under United States income tax
laws or regulations that would establish entitlement to
otherwise applicable relief or exemption from such tax,
assessment or other governmental charge;
(g) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of the principal of, premium,
if any, or interest, if any, on any Note, if such payment can be made
without such withholding by at least one other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor will such additional amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.
The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes--Redemption for Tax
Reasons", GMAC shall not be required to make any payment with respect to any
tax, assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.
As used under this heading "Payment of Additional Amounts" and under
the headings "Description of Notes--Redemption for Tax Reasons" and "United
States Federal Taxation - Tax Consequences to Non-United States Persons" the
term "United States" means the United States of America
S-11
<PAGE> 13
(including the States and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction. "United States person"
has the meaning set forth in "United States Federal Taxation - Tax Consequences
to United States Person" and "non-United States person" has the meaning set
forth in "United States Federal Taxation - Tax Consequences to Non-United States
Persons" below.
REDEMPTION FOR TAX REASONS
If, as a result of:
- any change in or amendment to the laws (including any regulations
or rulings promulgated thereunder) of the United States or any
political subdivision thereof or therein affecting taxation,
which becomes effective after the date of this prospectus
supplement or which proposal is made after such date,
- any change in the official application or interpretation of such
laws, including any official proposal for such a change, amendment
or change in the application or interpretation of such laws, which
change, amendment, application or interpretation is announced or
becomes effective after the date of this prospectus supplement or
which proposal is made after such date,
- any action taken by any taxing authority of the United States which
action is taken or becomes generally known after the date of this
Prospectus Supplement, or any commencement of a proceeding in a
court of competent jurisdiction in the United States after such
date, whether or not such action was taken or such proceeding was
brought with respect to GMAC,
there is, in such case, in the written opinion of independent legal counsel of
recognized standing to GMAC, a material increase in the probability that GMAC
has or may become obligated to pay Additional Amounts (as described above under
"Payment of Additional Amounts"), and GMAC in its business judgment, determines
that such obligation cannot be avoided by the use of reasonable measures
available to it, not including assignment of the Notes, the Notes may be
redeemed, as a whole but not in part, at GM's option at any time thereafter,
upon notice to the Trustee and the holders of the Notes in accordance with the
provisions of the Indenture at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed together with accrued interest thereon to the
date fixed for redemption.
NOTICES
Notices to holders of the Notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that
publication will be made in The City of New York in The Wall Street Journal, in
London in the Financial Times, and in Luxembourg in the Luxemburger Wort. Any
notice given pursuant to these provisions shall be deemed to have been given on
the date of publication or, if published more than once, on the date first
published.
UNITED STATES FEDERAL TAXATION
The following summary describes the material United States federal
income and certain estate tax consequences of ownership and disposition of the
Notes. This summary provides general information only and is directed solely to
original holders purchasing Notes at the "issue price", that is, the first price
to the public at which a substantial amount of the Notes in an issue is sold
(excluding sales to bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or
S-12
<PAGE> 14
wholesalers). This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), existing administrative pronouncements
and judicial decisions, existing and proposed Treasury Regulations currently in
effect, and interpretations of the foregoing, changes to any of which subsequent
to the date of this prospectus supplement may affect the tax consequences
described herein, possibly with retroactive effect. This summary discusses only
Notes held as capital assets within the meaning of Section 1221 of the Code.
This summary does not discuss all of the tax consequences that may be relevant
to a holder in light of the holder's particular circumstances or to holders
subject to special rules, such as certain financial institutions, insurance
companies, dealers in securities, persons holding Notes in connection with a
hedging transaction, "straddle," conversion transaction or other integrated
transaction or persons who have ceased to be United States citizens or to be
taxed as resident aliens or United States persons whose functional currency (as
defined in Section 985 of the Code) is not the U.S. dollar. Persons considering
the purchase of Notes should consult their tax advisors with regard to the
application of the United States federal income and estate tax laws to their
particular situations as well as any tax consequences arising under the laws of
any state, local or foreign taxing jurisdiction.
TAX CONSEQUENCES TO UNITED STATES PERSONS
For purposes of the following discussion, "United States person" means
a beneficial owner of a Note that is for United States federal income tax
purposes:
- a citizen or resident of the United States,
- a corporation or other entity created or organized in or under
the laws of the United States or of any political subdivision
thereof,
- an estate or trust the income of which is subject to United
States federal income taxation regardless of its source, or
- a trust if (1) a court within the United States is able to
exercise primary supervision over the administration of the trust
and (2) one or more United States persons have the authority to
control all substantial decisions of the trust.
If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
Payments of Interest
Interest on a Note will generally be taxable to a United States person
as ordinary interest income at the time it is accrued or is received in
accordance with the United States person's method of accounting for tax
purposes.
Sale, Exchange or Retirement of the Notes
Upon the sale, exchange or retirement of a Note, a United States person
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the Note. For these purposes, the amount realized does not
include any amount attributable to interest on the Note that has not previously
been included in income, which will be includable as interest as described under
"Payments of Interest" above. A United States person's adjusted tax basis in a
Note generally will equal the cost of the Note to the United States person.
S-13
<PAGE> 15
In general, gain or loss realized on the sale, exchange or redemption
of a Note will be capital gain or loss. Prospective investors should consult
their tax advisors regarding the treatment of capital gains (which may be taxed
at lower rates than ordinary income for taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
Backup Withholding and Information Reporting
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a Note, and to payments
of proceeds of the sale or redemption of a Note, to certain non-corporate United
States persons. GMAC, its agent, a broker, or any paying agent, as the case may
be, will be required to withhold from any payment a tax equal to 31 percent of
such payment if the United States person fails to furnish or certify his correct
taxpayer identification number to the payor in the manner required, fails to
certify that such United States person is not subject to backup withholding, or
otherwise fails to comply with the applicable requirements of the backup
withholding rules. Any amounts withheld under the backup withholding rules from
a payment to a United States person may be credited against that United States
person's United States federal income tax and may entitle that United States
person to a refund, provided that the required information is furnished to the
United States Internal Revenue Service.
TAX CONSEQUENCES TO NON-UNITED STATES PERSONS
As used herein, the term "non-United States person" means an owner of a
Note that is, for United States federal income tax purposes:
- a nonresident alien individual,
- a foreign corporation,
- a nonresident alien fiduciary of a foreign estate or trust.
If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
Income and Withholding Tax
Subject to the discussion of backup withholding below:
(a) payments of principal and interest on a Note that is beneficially
owned by a non-United States person will not be subject to United
States federal withholding tax; provided, that in the case of
interest,
- (1) the beneficial owner does not actually or constructively
own 10% or more of the total combined voting power of all
classes of stock of GMAC entitled to vote, (2) the
beneficial owner is not a controlled foreign corporation
that is related, directly or indirectly, to GMAC through
stock ownership, and (3) either (A) the beneficial owner of
the Note certifies (generally on an IRS Form W-8) to the
person otherwise required to withhold United States federal
income tax from such interest, under penalties of perjury,
that it is not a United States person and provides its name
and address or (B) a securities clearing organization, bank
or other financial institution that holds customers'
securities in the ordinary course of its trade or business
(a
S-14
<PAGE> 16
"financial institution") and holds the Note certifies to the
person otherwise required to withhold United States federal
income tax from such interest, under penalties of perjury,
that such statement has been received from the beneficial
owner by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy
thereof;
- the beneficial owner is entitled to the benefits of an
income tax treaty under which the interest is exempt from
United States federal withholding tax and the beneficial
owner of the Note or such owner's agent provides an IRS Form
1001 claiming the exemption; or
- the beneficial owner conducts a trade or business in the
United States to which the interest is effectively connected
and the beneficial owner of the Note or such owner's agent
provides an IRS Form 4224;
provided that in each such case, the relevant certification or IRS
Form is delivered pursuant to applicable procedures and is
properly transmitted to the person otherwise required to withhold
United States federal income tax, and none of the persons
receiving the relevant certification or IRS Form has actual
knowledge that the certification or any statement on the IRS Form
is false. After December 31, 2000, a new IRS Form W-8 will replace
current IRS Forms W-8, 1001 and 4224. The new forms have been
finalized and may now be used;
(b) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange
or other disposition of a Note unless the gain is effectively
connected with the beneficial owner's trade or business in the
United States or, in the case of an individual, the holder is
present in the United States for 183 days or more in the taxable
year in which the sale, exchange or other disposition occurs and
certain other conditions are met; and
(c) a Note owned by an individual who at the time of death is not, for
United States estate tax purposes, a citizen or resident of the
United States generally will not be subject to United States
federal estate tax as a result of such individual's death if the
individual does not actually or constructively own 10% or more of
the total combined voting power of all classes of GMAC's stock
entitled to vote and, at the time of such individual's death the
income on the Note would not have been effectively connected with
a United States trade or business of the individual.
With respect to the certification requirement referred to in
subparagraph (a), for Notes held by a foreign partnership, under current law,
the Form W-8 may be provided by the foreign partnership. However, for interest
and disposition proceeds paid with respect to a Note after December 31, 2000,
unless the foreign partnership has entered into a withholding agreement with the
IRS, a foreign partnership will be required, in addition to providing an
intermediary Form W-8, to attach an appropriate certification by each partner.
Prospective investors, including foreign partnerships and their partners, should
consult their tax advisors regarding possible additional reporting requirements.
If a non-United States person holding a Note is engaged in a trade or
business in the United States, and if interest on the Note (or gain realized on
its sale, exchange or other disposition) is effectively connected with the
conduct of such trade or business, such holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular United States income tax on such effectively connected income in the
same manner as if it were a United States person. Such a holder may also need to
provide a United States taxpayer identification number on the forms referred to
in
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<PAGE> 17
paragraph (a) above in order to meet the requirements set forth above. In
addition, if such holder is a foreign corporation, it may be subject to a 30%
branch profits tax (unless reduced or eliminated by an applicable treaty) of its
effectively connected earnings and profits for the taxable year, subject to
certain adjustments. For purposes of the branch profits tax, interest on, and
any gain recognized on the sale, exchange or other disposition of, a Note will
be included in the effectively connected earnings and profits of such holder if
such interest or gain, as the case may be, is effectively connected with the
conduct by such holder of a trade or business in the United States.
Each holder of a Note should be aware that if it does not properly
provide the required IRS form, or if the IRS form or, if permissible, a copy of
such form, is not properly transmitted to and received by the United States
person otherwise required to withhold United States federal income tax, interest
on the Note may be subject to United States withholding tax at a 30% rate and
the holder, including the beneficial owner, will not be entitled to any
additional amounts from GMAC described under the heading "Description of
Notes-Payment of Additional Amounts" with respect to such tax. Such tax,
however, may in certain circumstances be allowed as a refund or as a credit
against such holder's United States federal income tax. The foregoing does not
deal with all aspects of federal income tax withholding that may be relevant to
foreign holders of the Notes. Investors are advised to consult their own tax
advisors for specific advice concerning the ownership and disposition of Notes.
Backup Withholding and Information Reporting
Under current Treasury Regulations, backup withholding (imposed at the
rate of 31%) will not apply to payments made by GMAC or a paying agent to a
non-United States person in respect of a Note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are received,
provided in each case that GMAC or the paying agent, as the case may be, does
not have actual knowledge that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the
sale, exchange or other disposition of a Note made to or through a foreign
office of a broker (including a custodian, nominee or other agent acting on
behalf of the beneficial owner of a Note) generally will not be subject to
information reporting or backup withholding. However, if such broker is a United
States person, a controlled foreign corporation for United States federal tax
purposes, a foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period, or in the case of payments made after December 31, 2000, a foreign
partnership with certain connections with the United States, then information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner is not a United States person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment that such broker is
required to report if such broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker are subject to information reporting and backup withholding unless the
holder or beneficial owner certifies, under penalties of perjury that it is a
non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup
withholding.
Non-United States persons holding Notes should consult their tax
advisors regarding the application of information reporting and backup
withholding in their particular situations, the availability of an exemption
therefrom, and the procedure for obtaining such an exemption, if available.
Backup withholding is not a separate tax, but is allowed as a refund or credit
against the holder's United States federal income tax, provided the necessary
information is furnished to the Internal Revenue Service.
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<PAGE> 18
Interest on a Note that is beneficially owned by a non-United States
person will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
The United States federal income tax discussion set forth above is
included for general information only and may not be applicable depending upon a
holder's particular situation. Holders should consult their own tax advisors
with respect to the tax consequences to them of the ownership and disposition of
the Notes, including the tax consequences under state, local, foreign and other
tax laws and the possible effects of changes in federal or other tax laws.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting
agreement dated _____, 2000 (the "Underwriting Agreement"), we have agreed to
sell to each of the underwriters named below, and each of the underwriters, for
whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc. and Warburg Dillon Read LLC are acting as representatives (collectively,
the "Representatives"), has severally agreed to purchase the principal amount of
the Notes set forth opposite its name below. In the Underwriting Agreement, the
several underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Notes offered hereby if any of the Notes are
purchased.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITERS OF NOTES
------------ ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ........................................................$
Salomon Smith Barney Inc.......................................................
Warburg Dillon Read LLC .......................................................
Total.....................................................$
==============
</TABLE>
The Representatives of the underwriters have advised us that they
propose initially to offer the Notes to the public at the offering price set
forth on the cover page of this prospectus supplement and to certain dealers at
such price less a concession not in excess of % of the principal amount of
the Notes. After the initial public offering, the public offering price and
concession may be changed.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Notes are offered for sale in those jurisdictions in the United
States, Europe, Asia and Canada where it is legal to make such offers. Only
offers and sales of the Notes in the United States, as part of the initial
distribution thereof or in connection with resales thereof under circumstances
where this prospectus supplement and the accompanying prospectus must be
delivered, are made pursuant to the registration
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<PAGE> 19
statement of which the accompanying prospectus, as supplemented by this
prospectus supplement, is a part.
Each underwriter has represented and agreed that it will comply with
all applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the Notes or possesses or distributes this
prospectus supplement or the accompanying prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or sale
by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales and
neither GMAC nor any other underwriter shall have responsibility therefor.
Each underwriter, severally and not jointly, represents and agrees that:
- it has not offered or sold and will not offer or sell any Notes to
persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the Notes except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which have not resulted and will not result
in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995;
- it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
of the Notes to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996, as amended, or is a person to whom such document may
otherwise lawfully be issued or passed on; and
- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to any Notes in, from or otherwise involving the United Kingdom.
Although application has been made to list the Notes on the Luxembourg
Stock Exchange, the Notes are a new issue of securities with no established
trading market. No assurance can be given as to the liquidity of, or the trading
markets for, the Notes. We have been advised by the underwriters that they
intend to make a market in the Notes, but they are not obligated to do so and
may discontinue such market-making at any time without notice.
Purchasers of the Notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page of this prospectus
supplement.
In connection with the sale of the Notes, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Notes. Specifically, the underwriters may overallot the offering,
creating a short position. In addition, the underwriters may bid for, and
purchase, the Notes in the open market to cover short positions or to stabilize
the price of the Notes. Any of these activities may stabilize or maintain the
market price of the Notes above independent market levels. The underwriters will
not be required to engage in these activities, and may end any of these
activities at any time.
S-18
<PAGE> 20
In the ordinary course of their respective businesses, certain of the
underwriters or their affiliates have engaged, and will in the future engage, in
commercial banking and investment banking transactions with GMAC and certain of
its affiliates.
GENERAL INFORMATION
Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of GMAC and a legal notice relating to the
issuance of the Notes have been deposited prior to listing with the Greffier en
Chef du Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may
be obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the Indenture and GMAC's
Annual Report on Form 10-K for the year ended December 31, 1998 as well as all
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed since December 31, 1998, so long as any of the Notes are
outstanding, will be made available for inspection at the main office of Banque
Generale du Luxembourg S.A. Banque Generale du Luxembourg S.A. will act as
intermediary between the Luxembourg Stock Exchange and GMAC and the holders of
the Notes. In addition, copies of the Annual Reports, Quarterly Reports and
Current Reports of GMAC may be obtained free of charge at such office.
Except as may be disclosed herein (including the documents incorporated
by reference), there has been no material adverse change in the financial or
trading position of GMAC since December 31, 1998.
Except as may be disclosed in the documents incorporated by reference,
GMAC is not a party to any legal or arbitration proceedings (including any that
are pending or threatened) which may have or have had during the previous 12
months a significant effect on GMAC's consolidated financial position.
The Notes have been accepted for clearance through Euroclear and
Cedelbank and have been assigned Euroclear and Cedelbank Common Code No. ,
International Security Identification Number (ISIN) XS and CUSIP No. .
LEGAL OPINIONS
The validity of the Notes offered pursuant to this prospectus
supplement will be passed on for GMAC by Martin I. Darvick, Esq., Assistant
General Counsel of GMAC, and for the underwriters by Davis Polk & Wardwell. Mr.
Darvick owns shares, and has options to purchase shares, of General Motors
Corporation common stock, $1 2/3 par value.
The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for General Motors Corporation and GMAC in various
matters.
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<PAGE> 21
PRINCIPAL EXECUTIVE OFFICES OF GMAC
3044 West Grand Boulevard
Detroit, Michigan 48202
United States
LEGAL AND TAX ADVISORS
TO GMAC
(As to United States Law) (As to United States Law)
MARTIN I. DARVICK, ESQ. PETER F. HILTZ, ESQ.
3031 West Grand Boulevard 300 Renaissance Center
Detroit, Michigan 48202 Detroit, Michigan 48265
United States United States
AUDITORS
Independent Auditors
of GMAC
DELOITTE & TOUCHE LLP
600 Renaissance Center
Detroit, Michigan 48243-1274
United States
LEGAL ADVISORS TO THE UNDERWRITERS
(As to United States Law)
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
United States
LISTING AGENT
BANQUE GENERALE DU LUXEMBOURG S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
TRUSTEE
THE BANK OF NEW YORK
101 Barclay Street
Floor 7E
New York, New York 10286
United States
PAYING AND TRANSFER AGENT IN LUXEMBOURG
BANQUE GENERALE DU LUXEMBOURG S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
<PAGE> 22
PROSPECTUS
$10,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
DEBT SECURITIES, WARRANTS TO PURCHASE DEBT SECURITIES
------------------
We will offer from time to time debt securities or warrants to
purchase debt securities. We will provide the specific terms of these
securities in supplements to this prospectus. You should read this
prospectus and any supplemental prospectus carefully before you invest.
------------------
We reserve the sole right to accept and, together with our agents from
time to time, to reject in whole or in part any proposed purchase of
securities to be made directly or through any agents.
------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
------------------
APRIL 15, 1999
<PAGE> 23
You should rely only on the information contained in or incorporated by
reference in this prospectus or any accompanying supplemental prospectus. We
have not authorized anyone to provide you with different information or to make
any additional representations. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus and any
prospectus supplement is accurate as of any date other than the date on the
front of each of those documents.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
Principal Executive Offices...................................................... 2
Available Information ........................................................... 2
Incorporation of Certain Documents by Reference ................................. 2
Description of General Motors Acceptance Corporation............................. 3
Ratio of Earnings to Fixed Charges............................................... 3
Use of Proceeds.................................................................. 3
Description of Debt Securities................................................... 4
Description of Warrants.......................................................... 9
Plan of Distribution............................................................. 10
Experts.......................................................................... 12
</TABLE>
Unless the context indicates otherwise, the words "GMAC", "we", "our",
"ours" and "us" refer to General Motors Acceptance Corporation.
Any agent's commissions or dealer or underwriter's discounts in relation
to the sale of securities covered by this prospectus will be set forth in the
applicable prospectus supplement. The net proceeds we receive from such sale
will be (a) the purchase price of the securities less such agent's commission,
(b) the purchase price of the securities, in the case of a dealer or (c) the
public offering price of the securities less such underwriter's discount. There
will be an additional deduction from the proceeds in the case of (a), (b) and
(c), for other attributable issuance expenses. Our aggregate proceeds from all
securities sold will be the purchase price of the securities sold less the
aggregate of the agents' commissions, the underwriter discounts and any other
expenses of issuance and distribution.
<PAGE> 24
PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 3044 West Grand Boulevard,
Detroit, Michigan 48202, and our telephone number is 313-556-5000.
------------------
AVAILABLE INFORMATION
We file annual, quarterly, and special reports and other information with
the SEC. You may read and copy any reports or other information we file at the
public reference room of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the following Regional Offices
of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York,
New York 10048. You may also request copies of our documents upon payment of a
duplicating fee, by writing to the SEC's Public Reference Room. You may obtain
information regarding the Public Reference Room by calling the SEC at
1-800-SEC-0330. SEC filings are also available to the public from commercial
document retrieval services and over the Internet at http://www.sec.gov. Reports
and other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 (together
with all amendments and exhibits, the "registration statement") under the
Securities Act of 1933 with respect to the securities. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement. Certain parts of the
registration statement are omitted from the prospectus in accordance with the
rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them, which means that we can disclose important information to you by referring
you to those documents, including our annual, quarterly and current reports,
that are considered part of this prospectus. Information that we file later with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that we
previously filed with the SEC. These documents contain important information
about GMAC and its finances.
SEC FILINGS (FILE NO. 1-3754) PERIOD
- ----------------------------- ------
Annual Report on Form 10-K Year ended December 31, 1998
Current Report on Form 8-K Dated January 21, 1999
You may request a copy of the documents incorporated by reference in this
prospectus, except exhibits to such prospectus, at no cost, by writing or
telephoning the office of G. E. Gross, Comptroller, at the following address and
telephone number:
General Motors Acceptance Corporation
3044 West Grand Boulevard
Mail code 482-1x1-103
Detroit, Michigan 48202
Tel: (313) 556-1240
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<PAGE> 25
DESCRIPTION OF GENERAL MOTORS ACCEPTANCE CORPORATION
General Motors Acceptance Corporation, a wholly-owned subsidiary of
General Motors Corporation, was incorporated in 1997 under the Delaware General
Corporation Law. On January 1, 1998, GMAC merged with its predecessor which was
originally incorporated in 1919 under the New York Banking Law relating to
investment companies, and thereupon assumed all of its predecessor's assets,
liabilities and obligations. Operating directly and through subsidiaries and
associated companies in which we have equity investments, we offer a wide
variety of automotive financial services to and through franchised General
Motors dealers in many countries throughout the world. Financial services also
are offered to other automobile dealerships and to the customers of those
dealerships. Other financial services we offer include insurance and mortgage
banking.
Our principal businesses are:
- to finance the acquisition by franchised General Motors dealers for
resale of various new automotive and nonautomotive products
manufactured by General Motors Corporation;
- to acquire from such dealers, either directly or indirectly,
installment obligations covering retail sales and leases of new
General Motors products as well as used units of any make;
- to finance new products of other manufacturers; and
- to lease motor vehicles and certain types of capital equipment to
others.
The automotive financing industry is highly competitive. Our principal
competitors are affiliated finance subsidiaries of other major manufacturers as
well as a large number of banks, commercial finance companies, savings and loan
associations and credit unions. Our business is influenced by our ability to
offer competitive financing rates which in turn is directly affected by our
access to capital markets.
RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED
DECEMBER 31,
------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
1.33 1.42 1.41 1.36 1.33
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. This ratio
includes the earnings and fixed charges of GMAC and its consolidated
subsidiaries. Fixed charges consist of interest and discount and the portion of
rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the securities will be added to the
general funds of GMAC and will be available for the purchase of receivables, the
making of loans or the repayment of debt. Such proceeds initially may be used to
reduce short-term borrowings or invested in short-term securities.
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<PAGE> 26
DESCRIPTION OF DEBT SECURITIES
The debt securities offered are to be issued under an Indenture dated as
of July 1, 1982, as amended by:
- a First Supplemental Indenture dated as of April 1, 1986
- a Second Supplemental Indenture dated as of June 15, 1987
- a Third Supplemental Indenture dated as of September 30, 1996
- a Fourth Supplemental Indenture dated as of January 1, 1998
- a Fifth Supplemental Indenture dated as of September 30, 1998
and as further amended by the Trust Indenture Reform Act of 1990 (together, the
"Indenture"), between GMAC and The Bank of New York, Successor Trustee (the
"Trustee"), copies of which are filed as exhibits to the registration statement.
The following summaries of certain provisions of the Indenture are not complete
and are subject to all provisions of the Indenture, including the definition of
certain terms.
The Indenture provides that, in addition to the debt securities being
offered, additional debt securities may be issued without limitation as to
aggregate principal amount, but only as authorized by GMAC's Board of Directors.
(Section 2.01 of the Indenture.)
GENERAL
Reference is made to the accompanying prospectus supplement for the
following terms of the debt securities being offered:
- the designation of the debt securities;
- the aggregate principal amount of the debt securities;
- the percentage of their principal amount at which the debt
securities will be issued;
- the date or dates on which the debt securities will mature;
- the rate or rates per annum, if any, at which the debt securities
will bear interest;
- the times at which the interest will be payable;
- the date after which the debt securities may be redeemed and the
redemption price;
- the currency or currencies in which the debt securities are
issuable or payable;
- the exchanges on which the debt securities may be listed; and
- whether the debt securities shall be issued in book-entry form.
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable, at the principal corporate trust office of the Trustee, which
at the date hereof is 101 Barclay Street, New York, New York 10286, provided
that payment of interest may be made at the option of GMAC by check mailed to
the address of the person entitled thereto. (Sections 2.06, 4.01, and 4.02 of
the Indenture.)
The debt securities will be unsecured and unsubordinated and will rank
pari passu with all other unsecured and unsubordinated obligations of GMAC
(other than obligations preferred by mandatory provisions of law).
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations
4
<PAGE> 27
applicable to any such discounted debt securities will be described in the
accompanying prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at the option of GMAC if so specified in the accompanying prospectus
supplement, in any other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated
in a currency other than United States dollars, the prospectus supplement will
also specify the denomination in which such debt securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
the debt securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. GMAC will comply with all issuer tender offer
rules and regulations under the Exchange Act, including Rule 14e-1, if such
redemption option is elected, including making any required filings with the
Commission and the furnishing of certain information to the holders of the debt
securities.
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise indicated in the accompanying prospectus supplement, the
debt securities will be issued in the form of one or more fully registered
global securities (collectively, the "Global Debt Security") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be transferred,
in whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
The Depositary has advised as follows: it is a limited-purpose trust
company which was created to hold securities for its participating organizations
and to facilitate the clearance and settlement of securities transactions
between participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
- securities brokers and dealers, including the underwriters named
in the accompanying prospectus supplement;
- banks and trust companies;
- clearing corporations; and
- certain other organizations.
Access to the Depositary's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants or indirect participants.
The Depositary advises that pursuant to procedures established by it:
- upon issuance of the debt securities by GMAC, the Depositary
will credit the account of participants designated by the
underwriters with the principal amounts of the debt securities
purchased by the underwriters; and
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<PAGE> 28
- ownership of beneficial interests in the Global Debt Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary (with respect to participants'
interests), the participants and the indirect participants (with respect to
the owners of beneficial interests in the Global Debt Security).
The laws of some states require that certain persons take physical delivery
in definitive form of securities which they own. Consequently, the ability to
transfer beneficial interests in the Global Debt Security is limited to such
extent.
As long as the Depositary's nominee is the registered owner of the Global
Debt Security, such nominee for all purposes will be considered the sole owner
or holder of the debt securities under the Indenture. Except as provided below,
owners of beneficial interests in the Global Debt Security will not:
- be entitled to have any of the debt securities registered in their
names,
- receive or be entitled to receive physical delivery of the debt
securities in definitive form, or
- be considered the owners or holders thereof under the Indenture.
Neither GMAC, the Trustee, any Paying Agent nor the Depositary will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global Debt
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the debt securities registered in the
name of the Depositary's nominee will be made by the Trustee to the Depositary's
nominee as the registered owner of the Global Debt Security. Under the terms of
the Indenture, GMAC and the Trustee will treat the persons in whose names the
debt securities are registered as the owners of the debt securities for the
purpose of receiving payment of principal and interest on the debt securities
and for all other purposes whatsoever. Therefore, neither GMAC, the Trustee nor
any Paying Agent has any direct responsibility or liability for the payment of
principal or interest on the debt securities to owners of beneficial interests
in the Global Debt Security. The Depositary has advised GMAC and the Trustee
that its present practice is, upon receipt of any payment of principal or
interest, to immediately credit the accounts of the Participants with such
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interests in the Global Debt Security as shown on the
records of the Depositary. Payments by participants and indirect participants to
owners of beneficial interests in the Global Debt Security will be the
responsibility of such participants and indirect participants and will be
governed by their standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name".
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by GMAC within 90 days,
GMAC will issue debt securities in definitive form in exchange for the Global
Debt Security. In addition, GMAC may at any time determine not to have the debt
securities represented by the Global Debt Security and, in such event, will
issue debt securities in definitive form in exchange for the Global Debt
Security. In either instance, an owner of a beneficial interest in a Global Debt
Security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of the debt securities in definitive form. Debt securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons. No service
charge will be made for any transfer or exchange of the debt securities, but
GMAC may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 2.06 of the
Indenture.)
6
<PAGE> 29
DTC has advised GMAC that management of DTC is aware that some computer
applications, systems, and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates before, on, or after January 1,
2000, may encounter "Year 2000 problems." DTC has informed its participants and
other members of the financial community (the "Industry") that it has developed
and is implementing a program so that its Systems, as the same relate to the
timely payment of distributions, including principal and income payments, to
securityholders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a technical assessment
and a remediation plan, each of which is complete. Additionally, DTC's plan
includes a testing phase, which, DTC has advised the Industry, is expected to be
completed within appropriate time frames.
However, DTC's ability to properly perform its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's participants and indirect participants and third party vendors
from whom DTC licenses software and hardware, and third party vendors on whom
DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the Industry that it is contacting (and will continue to contact)
third party vendors from whom DTC acquires services to: (a) impress upon them
the importance of such services being "Year 2000" compliant; and (b) determine
the extent of their efforts for "Year 2000" remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
such contingency plans as it deems appropriate. According to DTC, the foregoing
information with respect to DTC has been provided to the Industry for
informational purposes only and is not intended to serve as a representation,
warranty, or contract modification of any kind.
CERTAIN COVENANTS AS TO LIENS
The only financial covenant applicable to the debt securities is that
described below. That covenant requires that the debt securities be equally and
ratably secured in the circumstances described therein but has no special
application merely by virtue of the occurrence of any transaction or series of
transactions resulting in material changes in GMAC's debt-to-equity ratio.
The debt securities are not secured by mortgage, pledge or other lien.
GMAC will covenant in the debt securities that so long as any of the debt
securities remain outstanding, it will not pledge or otherwise subject to any
lien any of its property or assets unless the debt securities are secured by
such pledge or lien equally and ratably with any and all other obligations and
indebtedness secured thereby so long as any such other obligations and
indebtedness shall be so secured. Such covenant does not apply to:
- the pledge of any assets to secure any financing by GMAC of the
exporting of goods to or between, or the marketing thereof in, foreign
countries (other than Canada), in connection with which GMAC reserves
the right, in accordance with customary and established banking
practice, to deposit, or otherwise subject to a lien, cash, securities
or receivables, for the purpose of securing banking accommodations or
as the basis for the issuance of bankers' acceptances or in aid of
other similar borrowing arrangements;
- the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other
than Canada);
- any deposit of assets of GMAC with any surety company or clerk of any
court, or in escrow, as collateral in connection with, or in lieu of,
any bond on appeal by GMAC from any judgment or decree against it, or
in connection with other proceedings in actions at law or in equity by
or against GMAC;
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<PAGE> 30
- 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
- any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or
pledge referred to in the foregoing four clauses of this paragraph;
provided, however, that the amount of any and all obligations and
indebtedness secured thereby shall not exceed the amount thereof so
secured immediately prior to the time of such extension, renewal or
replacement and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the charge or
lien so extended, renewed or replaced (plus improvements on such
property). (Section 4.03 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting GMAC and the Trustee to
modify or amend the Indenture or any supplemental indenture or the rights
of the holders of the debt securities issued thereunder, with the consent
of the holders of not less than 66 2/3% in aggregate principal amount of
the debt securities of all series at the time outstanding under such
Indenture which are affected by such modification or amendment, voting as
one class, provided that no such modification shall:
- extend the fixed maturity of any debt securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate
or extend the time of payment of interest thereon, without the
consent of the holder of each debt security so affected, or
- reduce the aforesaid percentage of debt securities, the consent
of the holders of which is required for any such modification,
without the consent of the holders of all debt securities then
outstanding under the Indenture. (Section 10.02 of the
Indenture.)
EVENTS OF DEFAULT
An Event of Default with respect to any series of debt securities
issued subject to the Indenture is defined in the Indenture as being:
- default in payment of any principal or premium, if any, on such
series;
- default for 30 days in payment of any interest on such series;
- default for 30 days after notice in performance of any other
covenant in the Indenture; or
- certain events of bankruptcy, insolvency or reorganization.
(Section 6.01 of the Indenture.)
No Event of Default with respect to a particular series of debt
securities issued under the Indenture necessarily constitutes an Event of
Default with respect to any other series of debt securities issued
thereunder. In case an Event of Default as set out in the first, second and
third items listed above shall occur and be continuing with respect to any
series, the Trustee or the holders of not less than 25% in aggregate
principal amount of debt securities of each such series then outstanding
may declare the principal, or, in the case of discounted debt securities,
the amount specified in the terms thereof, of such series to be due and
payable. In case an Event of Default as set out in the fourth item listed
above shall occur and be continuing, the Trustee or the holders of not less
than 25% in aggregate principal amount of all the debt securities then
outstanding, voting as one class, may declare the principal, or, in the
case of
8
<PAGE> 31
discounted debt securities, the amount specified in the terms thereof, of
all outstanding debt securities to be due and payable. Any Event of Default
with respect to a particular series of debt securities may be waived by the
holders of a majority in aggregate principal amount of the outstanding debt
securities of such series, or of all the outstanding debt securities, as
the case may be, except in a case of failure to pay principal or premium,
if any, or interest on such debt security for which payment had not been
subsequently made. (Section 6.01 of the Indenture.) GMAC is required to
file with the Trustee annually an Officers' Certificate as to the absence
of certain defaults under the terms of the Indenture. (Section 4.05 of the
Indenture.) The Indenture provides that the Trustee may withhold notice to
the securityholders of any default, except in payment of principal,
premium, if any, or interest, if it considers it in the interest of the
securityholders to do so. (Section 6.07 of the Indenture.)
Subject to the provisions of the Indenture relating to the duties of
the Trustee in case an Event of Default shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or
powers under the Indenture at the request, order or direction of any of the
securityholders, unless such securityholders shall have offered to the
Trustee reasonable indemnity or security. (Sections 7.01 and 7.02 of the
Indenture.)
Subject to such provisions for the indemnification of the Trustee and
to certain other limitations, the holders of a majority in principal amount
of the debt securities of each series affected, with each series voting as
a separate class, at the time outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee. (Section 6.06 of the Indenture.)
CONCERNING THE TRUSTEE
The Bank of New York is the Successor Trustee under the Indenture. It
is also Successor Trustee under various other indentures covering
outstanding notes and debentures of GMAC. The Bank of New York and its
affiliates act as depository for funds of, make loans to, act as trustee
and perform certain other services for, GMAC and certain of its affiliates
in the normal course of its business. As trustee of various trusts, it has
purchased securities of GMAC and certain of its affiliates.
DESCRIPTION OF WARRANTS
GENERAL
The following statements with respect to the warrants are summaries of
the detailed provisions of one or more separate warrant agreements (each a
"Warrant Agreement") between GMAC and a banking institution organized under
the laws of the United States or one of the states thereof (each a "Warrant
Agent"), a form of which is filed as an exhibit to the registration
statement. Wherever particular provisions of the Warrant Agreement or terms
defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made, and the
statements are qualified in their entirety by such reference.
The warrants will be evidenced by warrant certificates (the "Warrant
Certificates") and, except as otherwise specified in the prospectus
supplement accompanying this prospectus, may be traded separately from any
debt securities with which they may be issued. Warrant Certificates may be
exchanged for new Warrant Certificates of different denominations at the
office of the Warrant Agent. The holder of a warrant does not have any of
the rights of a holder of a debt security in respect of, and is not
entitled to any payments on, any debt securities issuable, but not yet
issued, upon exercise of the warrants.
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<PAGE> 32
The warrants may be issued in one or more series, and reference is
made to the prospectus supplement accompanying this prospectus relating to
the particular series of warrants, if any, offered thereby for the terms
of, and other information with respect to, such warrants, including:
- the title and the aggregate number of warrants;
- the debt securities for which each warrant is exercisable;
- the date or dates on which the warrants will expire;
- the price or prices at which the warrants are exercisable;
- the currency or currencies in which the warrants are exercisable;
- the periods during which and places at which the warrants are
exercisable;
- the terms of any mandatory or optional call provisions;
- the price or prices, if any, at which the warrants may be
redeemed at the option of the holder or will be redeemed upon
expiration;
- the identity of the Warrant Agent;
- the exchanges, if any, on which the warrants may be listed; and
- whether the Warrants shall be issued in book-entry form.
EXERCISE OF WARRANTS
Warrants may be exercised by payment to the Warrant Agent of the
exercise price, in each case in such currency or currencies as are
specified in the warrant, and by communicating to the Warrant Agent the
identity of the warrantholder and the number of warrants to be exercised.
Upon receipt of payment and the Warrant Certificate properly completed and
duly executed, at the office of the Warrant Agent, the Warrant Agent will,
as soon as practicable, arrange for the issuance of the applicable debt
securities, the form of which shall be set forth in the prospectus
supplement. If less than all of the warrants evidenced by a Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amounts of Warrants.
PLAN OF DISTRIBUTION
GMAC may sell the securities being offered in four ways:
- directly to purchasers,
- through agents,
- through underwriters, and
- through dealers.
Offers to purchase securities may be solicited directly by GMAC or by
agents designated by GMAC from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act
of 1933, involved in the offer or sale of the securities in respect of
which this prospectus is delivered will be named, and any commissions
payable by GMAC to such agent set forth, in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any such agent
will be acting on a best efforts basis for the period of its appointment,
which is ordinarily five business days or less. Agents may be entitled
under agreements which may be entered into with GMAC to indemnification by
GMAC against certain civil liabilities, including liabilities under the
Securities Act of 1933, and may be customers of, engage in transactions
with or perform services for GMAC in the ordinary course of business.
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<PAGE> 33
If an underwriter or underwriters are utilized in the sale, GMAC will
enter into an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the prospectus supplement, which will be
used by the underwriters to make resales of the securities in respect of
which this prospectus is delivered to the public. The underwriters may be
entitled, under the relevant underwriting agreement, to indemnification by
GMAC against certain liabilities, including liabilities under the
Securities Act of 1933. Among others, one or more of the following firms
may act as managing underwriter(s) with respect to the offering of the
securities:
<TABLE>
<S> <C>
- Bear, Stearns & Co. Inc. - J.P. Morgan Securities Inc.
- Lehman Brothers - Morgan Stanley Dean Witter
- Lehman Brothers Inc. - Morgan Stanley & Co. Incorporated
- Merrill Lynch & Co. - Salomon Smith Barney
- Merrill Lynch, Pierce, Fenner & Smith Incorporated - Salomon Brothers Inc
- J.P. Morgan & Co. - Warburg Dillon Read LLC
</TABLE>
If a dealer is utilized in the sale of the securities in respect of
which this prospectus is delivered, GMAC will sell such securities to the
dealer as principal. The dealer may then resell such securities to the
public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by GMAC against certain
liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the prospectus supplement, GMAC will authorize
agents and underwriters to solicit offers by certain institutions to
purchase securities from GMAC at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on the date stated in the prospectus supplement. Each
delayed delivery contract will be for an amount not less than, and unless
GMAC otherwise agrees the aggregate principal amount of securities sold
pursuant to delayed delivery contracts shall be not less nor more than, the
respective amounts stated in the prospectus supplement. Institutions with
whom delayed delivery contracts, when authorized, may be made include:
- commercial and savings banks,
- insurance companies,
- pension funds,
- investment companies,
- educational and charitable institutions, and
- other institutions.
All delayed delivery contracts are subject to the approval of GMAC.
Delayed delivery contracts will not be subject to any conditions except
that the purchase by an institution of the securities covered by its
delayed delivery contract shall not at the time of delivery be prohibited
under the laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the prospectus supplement
will be paid to underwriters and agents soliciting purchases of securities
pursuant to contracts accepted by GMAC.
The place and time of delivery for the securities in respect of which
this prospectus is delivered are set forth in the accompanying prospectus
supplement.
In connection with the sale of the securities, certain of the
underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the securities. Specifically, the
underwriters may overallot the offering, creating a short position. In
addition, the underwriters may bid for, and purchase,
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<PAGE> 34
the securities in the open market to cover short positions or to stabilize
the price of the securities. Any of these activities may stabilize or
maintain the market price of the securities above independent market
levels. The underwriters will not be required to engage in these
activities, and may end any of these activities at any time.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from GMAC's Annual Report on Form 10-K for the year ended
December 31, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
12
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GMAC FINANCIAL SERVICES
