PROSPECTUS SUPPLEMENT
- ---------------------
(To prospectus dated April 15, 1999)
$2,500,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
7 3/4% NOTES DUE JANUARY 19, 2010
------------------
The notes will mature on January 19, 2010. Interest will accrue from
January 19, 2000 at the rate of 7 3/4% per year payable semi-annually in arrears
on January 19 and July 19 of each year, commencing on July 19, 2000. The notes
will not be redeemable prior to maturity unless certain events occur involving
United States taxation.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
------------------
<TABLE>
<CAPTION>
Per Note Total
<S> <C> <C>
Public offering price (1) .......................................... 99.876% $2,496,900,000
Underwriting discount............................................... .425% $10,625,000
Proceeds, before expenses, to General Motors Acceptance Corporation. 99.451% $2,486,275,000
<FN>
(1)...Plus accrued interest from January 19, 2000 if settlement occurs after
that date
</FN>
</TABLE>
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 January 19, 2000 .
------------------
<TABLE>
<CAPTION>
JOINT BOOK-RUNNING MANAGERS
MERRILL LYNCH & CO. SALOMON SMITH BARNEY WARBURG DILLON READ LLC
SENIOR CO-LEAD MANAGERS
BANC OF AMERICA SECURITIES
CHASE SECURITIES INC.
CO-MANAGERS
<S> <C> <C> <C> <C> <C> <C>
ABN AMRO INCORPORATED BANC ONE CAPITAL MARKETS, INC.
BEAR, STEARNS & CO. INC. BNP PARIBAS GROUP DEUTSCHE BANC ALEX.BROWN
LEHMAN BROTHERS J.P. MORGAN & CO.
</TABLE>
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.
------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 11, 2000.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
<S> <C>
Incorporation of Certain Documents by Reference.......................... S-3
Directors of GMAC........................................................ S-4
Ratio of Earnings to Fixed Charges....................................... S-4
Consolidated Capitalization of GMAC...................................... S-5
Selected Consolidated Financial Data..................................... S-6
Use of Proceeds.......................................................... S-7
Description of Notes..................................................... S-7
United States Federal Taxation........................................... S-13
Underwriting............................................................. S-17
General Information...................................................... S-18
Legal Opinions........................................................... S-19
PROSPECTUS
PAGE
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.......................................... 3
Description of Warrants................................................. 8
Plan of Distribution.................................................... 9
Experts................................................................. 11
</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 accompanying
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 accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation.
......This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We accept full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and, having made all reasonable inquiries, confirm that
to the best of our 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> <C> <C> <C> <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 Report 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.
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS OF GMAC
......NAME.. POSITION
---- --------
<S> <C> <C> <C> <C> <C> <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 Motors
Corporation
</TABLE>
......The above Directors do not hold any significant positions outside of
General Motors Corporation, GMAC and their respective subsidiaries.
......The business address of each Director and the location of GMAC's principal
executive offices is 3044 West Grand Boulevard, Detroit, Michigan 48202, United
States.
<PAGE>
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ------------
<S> <C> <C> <C> <C>
1999 1998 1998 1997
---- ---- ---- ----
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.
<TABLE>
<CAPTION>
CONSOLIDATED CAPITALIZATION OF GMAC
(UNAUDITED)
(IN MILLIONS OF U.S. DOLLARS)
SEPTEMBER 30,
1999
NOTES, LOANS AND DEBENTURES
<S> <C>
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................................................$125,083.8
==========
</TABLE>
There has been no material change in the consolidated capitalization of GMAC
since September 30, 1999.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth our selected financial data derived from
the audited consolidated financial statements for the two years ended December
31, 1998 and 1997 and from unaudited financial statements for the nine months
ended September 30, 1999 and 1998. We do not publish non-consolidated financial
statements. We believe that all adjustments necessary for the fair presentation
thereof have been made to the unaudited financial data. The results for the
interim period ended September 30, 1999 are not necessarily indicative of the
results for the full year. The following information should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in the accompanying prospectus. See "Incorporation of
Certain Documents by Reference" in the accompanying prospectus.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
(IN MILLIONS OF U.S. DOLLARS)
BALANCE SHEET DATA (1):
<S> <C> <C> <C> <C>
Cash and Cash Equivalents.............$ 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 (28.3) 186.1 111.5 690.5
sales, net........................
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
--------- --------- --------- ---------
Common stock, $.10 par value
(authorized 10,000 shares,
outstanding 10 shares) and 2,200.0 2,200.0 2,200.0 2,200.0
paid-in capital.....................
Net income retained for use in the 8,452.3 7,128.4 7,351.6 6,326.3
business...............................
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 $141,729.0 $118622.8 $131,417.5 $109,319.3
========== ========= ========== ==========
Equity.................................
<FN>
(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.
</FN>
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
(IN MILLIONS OF U.S. DOLLARS)
INCOME STATEMENT DATA (1):
Financing Revenue
<S> <C> <C> <C> <C>
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 1,044.1 1,079.6 1,517.2 1,073.5
expenses...............................
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 759.7 458.6 611.7 912.9
--------- --------- --------- ---------
income taxes...........................
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 7,351.6 6,326.3 6,326.3 5,775.2
-------- -------- -------- --------
period..............................
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 $8,452.3 $7,128.4 $7,351.6 $6,326.3
======== ======== ======== ========
Period...........................
<FN>
- --------------
(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.
</FN>
</TABLE>
USE OF PROCEEDS
We will receive net proceeds before expenses of $2,486,275,000. We
estimate that our expenses will be approximately $250,000. 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 7 3/4% Notes Due
January 19, 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 $2,500,000,000 pursuant to an Indenture dated as of July 1, 1982, as amended,
which is more fully described in the accompanying prospectus and the Notes have
been authorized and approved by resolution of our Board of Directors.
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 January 19, 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 January 19, 2000 at the rate of 7 3/4% per annum, payable on January 19 and
July 19 of each year, commencing July 19, 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 January and July.
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
DTC, 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 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 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.
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:
o 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
o such holder's present or former status as a personal holding
company or foreign personal holding company or controlled foreign
corporation for United States federal income tax purposes or
corporation which accumulates earnings to avoid United States federal
income tax;
(b) any tax, assessment or other governmental charge which would not have
been so imposed but for the presentation by the holder of such Note for
payment on a date more than 10 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal property or
excise tax or any similar tax, assessment or governmental charge;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of principal of,
premium, if any, or interest, if any, on any Note;
(e) any tax, assessment or other governmental charge imposed on interest
received by a holder or beneficial owner of a Note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of GMAC entitled to vote within the meaning of Section
871(h)(3) of the 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:
o 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
o any other certification, information, documentation, reporting
or other similar requirements under United States income tax laws or
regulations that would establish entitlement to otherwise applicable
relief or exemption from such tax, assessment or other governmental
charge;
(g) any tax, assessment or other governmental charge required to be withheld
by any paying agent from any payment of the principal of, premium, if any, or
interest, if any, on any Note, if such payment can be made without such
withholding by at least one other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor will such additional amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.
The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes--Redemption for Tax
Reasons", GMAC shall not be required to make any payment with respect to any
tax, assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.
As used under this heading "Payment of Additional Amounts" and under the
headings "Description of Notes--Redemption for Tax Reasons" and "United States
Federal Taxation - Tax Consequences to Non-United States Persons" the term
"United States" means the United States of America (including the States and the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction. "United States person" has the meaning set forth in
"United States Federal Taxation - Tax Consequences to United States Person" and
"non-United States person" has the meaning set forth in "United States Federal
Taxation - Tax Consequences to Non-United States Persons" below.
REDEMPTION FOR TAX REASONS
If, as a result of:
o 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,
o 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,
o 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 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:
o a citizen or resident of the United States,
o a corporation or other entity created or organized in or under the laws
of the United States or of any political subdivision thereof,
o an estate or trust the income of which is subject to United States
federal income taxation regardless of its source, or
o 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.
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:
o a nonresident alien individual,
o a foreign corporation,
o 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,
o (1) the beneficial owner does not actually or constructively own
10% or more of the total combined voting power of all classes
of stock of GMAC entitled to vote, (2) the beneficial owner is
not a controlled foreign corporation that is related,
directly or indirectly, to GMAC through stock ownership, and
(3) either (A) the beneficial owner of the Note certifies
(generally on an IRS Form W-8) to the person otherwise
required to withhold United States federal income tax from
such interest, under penalties of perjury, that it is not a
United States person and provides its name and address or
(B) a securities clearing organization, bank or other
financial institution that holds customers' securities in
the ordinary course of its trade or business (a "financial
institution") and holds the Note certifies to the person
otherwise required to withhold United States federal income
tax from such interest, under penalties of perjury, that
such statement has been received from the beneficial owner
by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy thereof;
o 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
o the beneficial owner conducts a trade or business in the
United States to which the interest is effectively connected
and the beneficial owner of the Note or such owner's agent
provides an IRS Form 4224;
provided that in each such case, the relevant certification or IRS Form
is delivered pursuant to applicable procedures and is properly
transmitted to the person otherwise required to withhold United States
federal income tax, and none of the persons receiving the relevant
certification or IRS Form has actual knowledge that the certification
or any statement on the IRS Form is false. After December 31, 2000, a
new IRS Form W-8 will replace current IRS Forms W-8, 1001 and 4224. The
new forms have been finalized and may now be used;
(b) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange or
other disposition of a Note unless the gain is effectively connected
with the beneficial owner's trade or business in the United States or,
in the case of an individual, the holder is present in the United
States for 183 days or more in the taxable year in which the sale,
exchange or other disposition occurs and certain other conditions are
met; and
(c) a Note owned by an individual who at the time of death is not, for
United States estate tax purposes, a citizen or resident of the United
States generally will not be subject to United States federal estate
tax as a result of such individual's death if the individual does not
actually or constructively own 10% or more of the total combined voting
power of all classes of GMAC's stock entitled to vote and, at the time
of such individual's death the income on the Note would not have been
effectively connected with a United States trade or business of the
individual.
With respect to the certification requirement referred to in subparagraph
(a), for Notes held by a foreign partnership, under current law, the Form W-8
may be provided by the foreign partnership. However, for interest and
disposition proceeds paid with respect to a Note after December 31, 2000, unless
the foreign partnership has entered into a withholding agreement with the IRS, a
foreign partnership will be required, in addition to providing an intermediary
Form W-8, to attach an appropriate certification by each partner. Prospective
investors, including foreign partnerships and their partners, should consult
their tax advisors regarding possible additional reporting requirements.
If a non-United States person holding a Note is engaged in a trade or
business in the United States, and if interest on the Note (or gain realized on
its sale, exchange or other disposition) is effectively connected with the
conduct of such trade or business, such holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular United States income tax on such effectively connected income in the
same manner as if it were a United States person. Such a holder may also need to
provide a United States taxpayer identification number on the forms referred to
in paragraph (a) above in order to meet the requirements set forth above. In
addition, if such holder is a foreign corporation, it may be subject to a 30%
branch profits tax (unless reduced or eliminated by an applicable treaty) of its
effectively connected earnings and profits for the taxable year, subject to
certain adjustments. For purposes of the branch profits tax, interest on, and
any gain recognized on the sale, exchange or other disposition of, a Note will
be included in the effectively connected earnings and profits of such holder if
such interest or gain, as the case may be, is effectively connected with the
conduct by such holder of a trade or business in the United States.
Each holder of a Note should be aware that if it does not properly provide
the required IRS form, or if the IRS form or, if permissible, a copy of such
form, is not properly transmitted to and received by the United States person
otherwise required to withhold United States federal income tax, interest on the
Note may be subject to United States withholding tax at a 30% rate and the
holder, including the beneficial owner, will not be entitled to any additional
amounts from GMAC described under the heading "Description of Notes-Payment of
Additional Amounts" with respect to such tax. Such tax, however, may in certain
circumstances be allowed as a refund or as a credit against such holder's United
States federal income tax. The foregoing does not deal with all aspects of
federal income tax withholding that may be relevant to foreign holders of the
Notes. Investors are advised to consult their own tax advisors for specific
advice concerning the ownership and disposition of Notes.
Backup Withholding and Information Reporting
Under current Treasury Regulations, backup withholding (imposed at the
rate of 31%) will not apply to payments made by GMAC or a paying agent to a
non-United States person in respect of a Note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are received,
provided in each case that GMAC or the paying agent, as the case may be, does
not have actual knowledge that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the
sale, exchange or other disposition of a Note made to or through a foreign
office of a broker (including a custodian, nominee or other agent acting on
behalf of the beneficial owner of a Note) generally will not be subject to
information reporting or backup withholding. However, if such broker is a United
States person, a controlled foreign corporation for United States federal tax
purposes, a foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period, or in the case of payments made after December 31, 2000, a foreign
partnership with certain connections with the United States, then information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner is not a United States person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment that such broker is
required to report if such broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker are subject to information reporting and backup withholding unless the
holder or beneficial owner certifies, under penalties of perjury that it is a
non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup
withholding.
Non-United States persons holding Notes should consult their tax advisors
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Backup withholding is
not a separate tax, but is allowed as a refund or credit against the holder's
United States federal income tax, provided the necessary information is
furnished to the Internal Revenue Service.
Interest on a Note that is beneficially owned by a non-United States
person will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
The United States federal income tax discussion set forth above is
included for general information only and may not be applicable depending upon a
holder's particular situation. Holders should consult their own tax advisors
with respect to the tax consequences to them of the ownership and disposition of
the Notes, including the tax consequences under state, local, foreign and other
tax laws and the possible effects of changes in federal or other tax laws.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated January 11, 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............................................ $ 737,500,000
Salomon Smith Barney Inc. .......................................... 737,500,000
Warburg Dillon Read LLC............................................. 737,500,000
Banc of America Securities LLC ..................................... 43,750,000
Chase Securities Inc. .............................................. 43,750,000
ABN AMRO Incorporated............................................... 25,000,000
Banc One Capital Markets, Inc. ..................................... 25,000,000
Bear, Stearns & Co. Inc. ........................................... 25,000,000
Deutsche Bank Securities Inc. ...................................... 25,000,000
Lehman Brothers Inc. ............................................... 25,000,000
J.P. Morgan Securities Inc. ........................................ 25,000,000
Morgan Stanley & Co. Incorporated................................... 25,000,000
Paribas............................................................. 25,000,000
----------
...... Total................................................ $2,500,000,000
==============
</TABLE>
The Representatives of the underwriters have advised us that the
underwriters 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 .325% of the principal
amount of the Notes. After the initial public offering, the public offering
price and concession may be changed.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Notes are offered for sale in those jurisdictions in the United
States, Europe, Asia and Canada where it is legal to make such offers. Only
offers and sales of the Notes in the United States, as part of the initial
distribution thereof or in connection with resales thereof under circumstances
where this prospectus supplement and the accompanying prospectus must be
delivered, are made pursuant to the registration statement of which the
accompanying prospectus, as supplemented by this prospectus supplement, is a
part.
Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the Notes or possesses or distributes this
prospectus supplement or the accompanying prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or sale
by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales and
neither GMAC nor any other underwriter shall have responsibility therefor.
Each underwriter, severally and not jointly, represents and agrees that:
o 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;
o 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;
o it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to any Notes in, from or otherwise involving the United Kingdom;
and
o it has not, directly or indirectly, offered or sold and will not
directly or indirectly, offer or sell in the Netherlands any Notes other
than to persons who trade or invest in securities in the conduct of a
profession or business (which include banks, stockbrokers, insurance
companies, pension funds, other institutional investors and finance
companies and treasury departments of large enterprises).
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.
John H. Bryan, a director of Bank One, of which Banc One Capital Markets,
Inc. is a direct wholly-owned subsidiary, is a director of General Motors
Corporation. Charles T. Fisher III, a director of Bank One, of which Banc One
Capital Markets, Inc. is a direct wholly-owned subsidiary, is a director of
General Motors Corporation. 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. 010662737,
International Security Identification Number (ISIN) US370425RP71 and CUSIP No.
370425RP7.
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.
<PAGE>
PRINCIPAL EXECUTIVE OFFICES OF GMAC
3044 West Grand Boulevard
Detroit, Michigan 48202
United States
LEGAL AND TAX ADVISORS
TO GMAC
(As to United States Law) (As to United States
Law)
MARTIN I. DARVICK, ESQ. PETER F. HILTZ, ESQ.
3031 West Grand Boulevard 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>
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.
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APRIL 15, 1999
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11
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.
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TABLE OF CONTENTS
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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>
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.
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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
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:
o to finance the acquisition by franchised General Motors dealers for
resale of various new automotive and nonautomotive products
manufactured by General Motors Corporation;
o to acquire from 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;
o to finance new products of other manufacturers; and
o 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.
DESCRIPTION OF DEBT SECURITIES
The debt securities offered are to be issued under an Indenture dated as of
July 1, 1982, as amended by:
o a First Supplemental Indenture dated as of April 1, 1986
o a Second Supplemental Indenture dated as of June 15, 1987
o a Third Supplemental Indenture dated as of September 30, 1996
o a Fourth Supplemental Indenture dated as of January 1, 1998
o 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:
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o the designation of the debt securities;
o the aggregate principal amount of the debt securities;
o the percentage of their principal amount at which the debt securities will be issued;
o the date or dates on which the debt securities will mature;
o the rate or rates per annum, if any, at which the debt securities will bear interest;
o the times at which the interest will be payable;
o the date after which the debt securities may be redeemed and the redemption price;
o the currency or currencies in which the debt securities are issuable or payable;
o the exchanges on which the debt securities may be listed; and
o whether the debt securities shall be issued in book-entry form.
</TABLE>
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable, at the principal corporate trust office of the Trustee, which
at the date hereof is 101 Barclay Street, New York, New York 10286, provided
that payment of interest may be made at the option of GMAC by check mailed to
the address of the person entitled thereto. (Sections 2.06, 4.01, and 4.02 of
the Indenture.)
The debt securities will be unsecured and unsubordinated and will rank pari
passu with all other unsecured and unsubordinated obligations of GMAC (other
than obligations preferred by mandatory provisions of law).
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the accompanying prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at the option of GMAC if so specified in the accompanying prospectus
supplement, in any other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated in
a currency other than United States dollars, the prospectus supplement will also
specify the denomination in which such debt securities will be issued and the
coin or currency in which the principal, premium, if any, and interest on the
debt securities, where applicable, will be payable, which may be United States
dollars based upon the exchange rate for such other currency existing on or
about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. GMAC will comply with all issuer tender offer
rules and regulations under the Exchange Act, including Rule 14e-1, if such
redemption option is elected, including making any required filings with the
Commission and the furnishing of certain information to the holders of the debt
securities.
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise indicated in the accompanying prospectus supplement, the
debt securities will be issued in the form of one or more fully registered
global securities (collectively, the "Global Debt Security") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be transferred,
in whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
The Depositary has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating organizations and to
facilitate the clearance and settlement of securities transactions between
participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
o securities brokers and dealers, including the underwriters named in the
accompanying prospectus supplement;
o banks and trust companies;
o clearing corporations; and
o 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:
o 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
o 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:
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o be entitled to have any of the debt securities registered in their names,
o receive or be entitled to receive physical delivery of the debt securities in definitive form, or
o be considered the owners or holders thereof under the Indenture.
</TABLE>
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.)
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:
o the pledge of any assets to secure any financing by GMAC of the
exporting of goods to or between, or the marketing thereof in, foreign
countries (other than Canada), in connection with which GMAC reserves
the right, in accordance with customary and established banking
practice, to deposit, or otherwise subject to a lien, cash, securities
or receivables, for the purpose of securing banking accommodations or as
the basis for the issuance of bankers' acceptances or in aid of other
similar borrowing arrangements;
o the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other than
Canada);
o any deposit of assets of GMAC with any surety company or clerk of any
court, or in escrow, as collateral in connection with, or in lieu of, any
bond on appeal by GMAC from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or
against GMAC;
o any lien or charge on any property, tangible or intangible, real or
personal, existing at the time of acquisition of such property (including
acquisition through merger or consolidation) or given to secure the
payment of all or any part of the purchase price thereof or to
secure any indebtedness incurred prior to, at the time of, or within 60
days after, the acquisition thereof for the purpose of financing all or
any part of the purchase price thereof; and
o any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or
pledge referred to in the foregoing four clauses of this paragraph;
provided, however, that the amount of any and all obligations and
indebtedness secured thereby shall not exceed the amount thereof so
secured immediately prior to the time of such extension, renewal or
replacement and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the charge or
lien so extended, renewed or replaced (plus improvements on such
property). (Section 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:
o 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
o 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:
o default in payment of any principal or premium, if any, on such series;
o default for 30 days in payment of any interest on such series;
o default for 30 days after notice in performance of any other covenant
in the Indenture; or
o certain events of bankruptcy, insolvency or reorganization. (Section
6.01 of the Indenture.)
No Event of Default with respect to a particular series of debt securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of debt securities issued thereunder. In case an
Event of Default as set out in the first, second and third items listed above
shall occur and be continuing with respect to any series, the Trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal, or, in the case of
discounted debt securities, the amount specified in the terms thereof, of such
series to be due and payable. In case an Event of Default as set out in the
fourth item listed above shall occur and be continuing, the Trustee or the
holders of not less than 25% in aggregate principal amount of all the debt
securities then outstanding, voting as one class, may declare the principal, or,
in the case of discounted debt securities, the amount specified in the terms
thereof, of all outstanding debt securities to be due and payable. Any Event of
Default with respect to a particular series of debt securities may be waived by
the holders of a majority in aggregate principal amount of the outstanding debt
securities of such series, or of all the outstanding debt securities, as the
case may be, except in a case of failure to pay principal or premium, if any, or
interest on such debt security for which payment had not been subsequently made.
(Section 6.01 of the Indenture.) GMAC is required to file with the Trustee
annually an Officers' Certificate as to the absence of certain defaults under
the terms of the Indenture. (Section 4.05 of the Indenture.) The Indenture
provides that the Trustee may withhold notice to the securityholders of any
default, except in payment of principal, premium, if any, or interest, if it
considers it in the interest of the securityholders to do so. (Section 6.07 of
the Indenture.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity or security. (Sections 7.01 and 7.02 of the Indenture.)
Subject to such provisions for the indemnification of the Trustee and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
class, at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee.
(Section 6.06 of the Indenture.)
CONCERNING THE TRUSTEE
The Bank of New York is the Successor Trustee under the Indenture. It is
also Successor Trustee under various other indentures covering outstanding notes
and debentures of GMAC. The Bank of New York and its affiliates act as
depository for funds of, make loans to, act as trustee and perform certain other
services for, GMAC and certain of its affiliates in the normal course of its
business. As trustee of various trusts, it has purchased securities of GMAC and
certain of its affiliates.
DESCRIPTION OF WARRANTS
GENERAL
The following statements with respect to the warrants are summaries of the
detailed provisions of one or more separate warrant agreements (each a "Warrant
Agreement") between GMAC and a banking institution organized under the laws of
the United States or one of the states thereof (each a "Warrant Agent"), a form
of which is filed as an exhibit to the registration statement. Wherever
particular provisions of the Warrant Agreement or terms defined therein are
referred to, such provisions or definitions are incorporated by reference as a
part of the statements made, and the statements are qualified in their entirety
by such reference.
The warrants will be evidenced by warrant certificates (the "Warrant
Certificates") and, except as otherwise specified in the prospectus supplement
accompanying this prospectus, may be traded separately from any debt securities
with which they may be issued. Warrant Certificates may be exchanged for new
Warrant Certificates of different denominations at the office of the Warrant
Agent. The holder of a warrant does not have any of the rights of a holder of a
debt security in respect of, and is not entitled to any payments on, any debt
securities issuable, but not yet issued, upon exercise of the warrants.
The warrants may be issued in one or more series, and reference is made to
the prospectus supplement accompanying this prospectus relating to the
particular series of warrants, if any, offered thereby for the terms of, and
other information with respect to, such warrants, including:
o the title and the aggregate number of warrants;
o the debt securities for which each warrant is exercisable;
o the date or dates on which the warrants will expire;
o the price or prices at which the warrants are exercisable;
o the currency or currencies in which the warrants are exercisable;
o the periods during which and places at which the warrants are exercisable;
o the terms of any mandatory or optional call provisions;
o 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;
o the identity of the Warrant Agent;
o the exchanges, if any, on which the warrants may be listed; and
o 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:
o directly to purchasers,
o through agents,
o through underwriters, and
o through dealers.
Offers to purchase securities may be solicited directly by GMAC or by agents
designated by GMAC from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, involved in
the offer or sale of the securities in respect of which this prospectus is
delivered will be named, and any commissions payable by GMAC to such agent set
forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily five business days or less.
Agents may be entitled under agreements which may be entered into with GMAC to
indemnification by GMAC against certain civil liabilities, including liabilities
under the Securities Act of 1933, and may be customers of, engage in
transactions with or perform services for GMAC in the ordinary course of
business.
If an underwriter or underwriters are utilized in the sale, GMAC will enter
into an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in the prospectus supplement, which will be used by the underwriters
to make resales of the securities in respect of which this prospectus is
delivered to the public. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by GMAC against certain liabilities,
including liabilities under the Securities Act of 1933. Among others, one or
more of the following firms may act as managing underwriter(s) with respect to
the offering of the securities:
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o Bear, Stearns & Co. Inc. o J.P. Morgan Securities Inc.
o Lehman Brothers o Morgan Stanley Dean Witter
o Lehman Brothers Inc. o Morgan Stanley & Co. Incorporated
o Merrill Lynch & Co. o Salomon Smith Barney
o Merrill Lynch, Pierce, Fenner & Smith Incorporated o Salomon Brothers Inc
o J.P. Morgan & Co. o Warburg Dillon Read LLC
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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:
o commercial and savings banks,
o insurance companies,
o pension funds,
o investment companies,
o educational and charitable institutions, and
o other institutions.
All delayed delivery contracts are subject to the approval of GMAC. Delayed
delivery contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities pursuant to contracts accepted by
GMAC.
The place and time of delivery for the securities in respect of which this
prospectus is delivered are set forth in the accompanying prospectus supplement.
In connection with the sale of the securities, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities. Specifically, the underwriters may overallot the
offering, creating a short position. In addition, the underwriters may bid for,
and purchase, the securities in the open market to cover short positions or to
stabilize the price of the securities. Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from GMAC's Annual Report on Form 10-K for the year ended December 31,
1998 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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GMAC FINANCIAL SERVICES
