AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000
REGISTRATION NO. 333-XXXXX
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS ACCEPTANCE CORPORATION
A Delaware Corporation-- I.R.S. Employer No. 38-0572512
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
(313-556-5000)
Agent For Service
Jerome B. Van Orman, Jr., Vice President
General Motors Acceptance Corporation
3044 West Grand Boulevard, Detroit, Michigan 48202 (313-556-1508)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable on or after the effective date of this Registration Statement.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.__
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.__
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.__
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.__
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.__
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE (3) FEE
(1)(2)
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<S> <C> <C> <C>
Debt Securities $15,745,900,000 Various $15,745,900,000 $4,156,917.60
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Warrants (2)
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</TABLE>
Or, if any Debt Securities (a) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $20,000,000,000, at the time of
initial offering, (b) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$20,000,000,000, or (c) are issued with their principal amount payable at
maturity to be determined with reference to a currency exchange rate or other
index, such principal amount as shall result in an aggregate initial offering
price of $20,000,000,000.
(1) The amount of Debt Securities and Warrants being registered, together with
$4,254,100,000 remaining Debt Securities registered on April 1, 1999
(Registration No. 333-75463), represents the maximum aggregate principal
amount of Securities which, on March 16, 2000, are expected to be offered
for sale.
(2) Warrants may be offered and sold entitling the holder to purchase any of the
Debt Securities as permitted by Rule 457(g); no registration fee is
attributable to the Warrants registered hereby.
(3) Estimated solely for the purpose of determining the amount of the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to debt securities of the
registrant remaining unissued under Registration Statement No. 333-75463.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
$20,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
DEBT SECURITIES, WARRANTS TO PURCHASE DEBT SECURITIES
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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.
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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.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
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MARCH , 2000
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus or any accompanying supplemental prospectus. We
have not authorized anyone to provide you with different information or to make
any additional representations. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of each of those documents.
TABLE OF CONTENTS
PAGE
----
Principal Executive Offices............................ 2
Where You Can Find More 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................................................ 11
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 related 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.
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<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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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports and other information with
the SEC. You may read and copy any reports or other information we file at the
public reference room of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the following Regional Offices
of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York,
New York 10048. You may also request copies of our documents upon payment of a
duplicating fee, by writing to the SEC's Public Reference Room. You may obtain
information regarding the Public Reference Room by calling the SEC at
1-800-SEC-0330. SEC filings are also available to the public from commercial
document retrieval services and over the Internet at http://www.sec.gov. Reports
and other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 (together
with all amendments and exhibits, the "registration statement") under the
Securities Act of 1933 with respect to the securities. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement. Certain parts of the
registration statement are omitted from the prospectus in accordance with the
rules and regulations of the SEC.
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 and any future filings made with the SEC until the offering
of all the securities has been completed. 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, 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,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
1.38 1.33 1.42 1.41 1.36
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. This ratio
includes the earnings and fixed charges of GMAC and its consolidated
subsidiaries. Fixed charges consist of interest and discount and the portion of
rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
<PAGE>
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.
GENERAL
Reference is made to the accompanying prospectus supplement for the
following terms of the debt securities being offered:
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.
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.
<PAGE>
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. GMAC will make any required filings with the
Commission and furnish 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:
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.
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.
LIMITATION ON 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).
MERGER AND CONSOLIDATION
The Indenture provides that GMAC will not merge or consolidate with another
corporation or sell or convey all or substantially all of its assets unless
either GMAC is the continuing corporation or the new corporation shall expressly
assume the interest and principal due under the securities. In either case, the
Indenture provides that neither GMAC nor a successor corporation may be in
default of performance immediately after a merger or consolidation.
Additionally, the Indenture provides that in the case of any such merger or
consolidation, either GMAC or the successor company may continue to issue
securities under 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.
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.
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.
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. 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.
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.
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.
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.
DIRECT SALES
Offers to purchase securities may be solicited directly by GMAC. In this
case, no underwriters or agents would be involved.
<PAGE>
BY AGENTS
GMAC may use agents to sell the securities. 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
BY UNDERWRITERS
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.
BY DEALERS
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.
DELAYED DELIVERY CONTRACTS
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 the respective amounts stated in the prospectus
supplement. 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.
<PAGE>
GENERAL INFORMATION
The place and time of delivery for the securities described in this
prospectus are set forth in the accompanying prospectus supplement.
GMAC may have agreements with the agents, underwriters and dealers to
indemnify them against certain liabilities, including liabilities under the
Securities Act of 1933.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, GMAC in the ordinary course of business.
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,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
------------------
GMAC
FINANCIAL
SERVICES
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the registration statement:
Securities and Exchange Commission registration fee..... $4,156,918
Blue Sky filing and counsel fees........................ 25,000
Fees and expenses of Trustee............................ 5,000
Printing Registration Statement, Prospectus
and other documents.................................. 40,000
Accountants' fees ...................................... 15,000
Rating Agencies' fees .................................. 150,000
Miscellaneous expenses.................................. 79,982
-------
Total................................................ $4,471,900
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware Corporation Law, GMAC is empowered to
indemnify its directors and officers in the circumstances therein provided.
GMAC's Certificate of Incorporation, as amended, provides that no director
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability:
o for any breach of the director's duty of loyalty to GMAC or its
stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o under Section 174, or any successor provision thereto, of the Delaware
Corporation Law; or
o for any transaction from which the director derived an improper
personal benefit.
Under Article VI of its By-Laws, GMAC shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of GMAC, or is or was
serving at the request of GMAC as a director, officer, employee, fiduciary or
member of any other corporation, partnership, joint venture, trust, organization
or other enterprise. GMAC shall not be required to indemnify a person in
connection with a proceeding initiated by such person if the proceeding was not
authorized by the Board of Directors of GMAC. GMAC shall pay the expenses of
directors and officers incurred in defending any proceeding in advance of its
final disposition ("advancement of expenses"); provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under Article VI of the By-Laws or otherwise. If a claim for
indemnification or advancement of expenses by an officer or director under
Article VI of the By-Laws is not paid in full within ninety days after a written
claim therefor has been received by GMAC, the claimant may file suit to recover
the unpaid amount of such claim, and if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the Company shall have the burden of proving that the claimant was not entitled
to the requested indemnification or advancement of expenses under applicable
law. The rights conferred on any person by Article VI of the By-Laws shall not
be exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of GMAC's Certificate of Incorporation or By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise. GMAC's
obligation, if any, to indemnify any person who was or is serving at its request
as a director, officer or employee of another corporation, partnership, joint
venture, trust, organization or other enterprise shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, organization or other enterprise.
As a subsidiary of General Motors Corporation, GMAC is insured against
liabilities which it may incur by reason of the foregoing provisions of the
Delaware General Corporation Law and directors and officers of GMAC are insured
against some liabilities which might arise out of their employment and not be
subject to indemnification under said General Corporation Law.
Pursuant to resolutions adopted by the Board of Directors of General Motors
Corporation, that company to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
GMAC, or any of them, who incur or are threatened with personal liability,
including expenses, under the Employee Retirement Income Security Act of 1974 or
any amendatory or comparable legislation or regulation thereunder.
ITEM 16. EXHIBITS.
*1(a) Form of Underwriting Agreement (including form of Delayed
Delivery Contract).
*1(b) Form of Purchase Agreement.
*1(c) Form of Selling Agent Agreement.
*4(a) Form of Indenture, dated as of July 1, 1982, between GMAC and Morgan
Guaranty Trust Company of New York, Trustee.
*4(b) Form of Note.
*4(c) Form of Debenture.
*4(d) Form of Discount Security.
*4(e) Form of Zero Coupon Security.
*4(f) Form of Extendible Note.
4(g)First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Morgan Guaranty Trust Company of New York, Trustee,
incorporated by reference to Registration Statement No. 33-4653.
4(h)Second Supplemental Indenture, dated as of June 15, 1987, between
the Company and Morgan Guaranty Trust Company of New York, Trustee,
incorporated by reference to Registration Statement No. 33-15236.
4(i)Third Supplemental Indenture, dated as of September 30, 1996,
between the Company and The Bank of New York, Successor Trustee,
incorporated by reference to Registration Statement No. 333-33183.
4(j)Fourth Supplemental Indenture, dated as of January 1, 1998, between
GMAC and The Bank of New York, Successor Trustee, incorporated by
reference to Registration Statement No. 333-48705.
4(k)Fifth Supplemental Indenture, dated as of September 30, 1998,
between GMAC and The Bank of New York, Successor Trustee.
**4(l) Form of Warrant Agreement.
4(m)Form of Warrant Certificate included in Exhibit 4(l).
**4(n) Form of Global Note.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Bank of New York.
- --------
* Incorporated by reference to Exhibits 1(a) through 4(f), respectively,
to Registration Statement No. 2-75115.
** Incorporated by reference to Exhibits 4(l) and 4(n), respectively, to
Registration Statement No. 33-29261.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 , each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of GMAC pursuant to the
provisions discussed in Item 15 above, or otherwise, GMAC has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefor, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by GMAC of expenses incurred or paid by a director or officer of
GMAC in the successful defense of any action, suit or proceeding) is asserted by
such director or officer in connection with the securities being registered,
GMAC will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Motors Acceptance Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, and State of
Michigan, on the 16th day of March, 2000.
............General Motors Acceptance Corporation
............/s/ JOHN D. FINNEGAN
............---------------------------------
............(John D. Finnegan, Chairman of the Board and
President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March 16, 2000 by the following
persons in the capacities indicated.
SIGNATURE TITLE
/s/ JOHN D. FINNEGAN
- --------------------------------------
(John D. Finnegan) Chairman of the Board, President
and Director
/s/ WILLIAM F. MUIR
- --------------------------------------
(William F. Muir) Executive Vice President, Chief
Financial Officer and Director
/s/ GERALD E. GROSS
- --------------------------------------
(Gerald E. Gross) Comptroller
(Chief Accounting Officer)
/s/ RICHARD J. S. CLOUT
- --------------------------------------
(Richard J. S. Clout) Executive Vice President
and Director
/s/ ERIC A. FELDSTEIN
- --------------------------------------
(Eric A. Feldstein) Director
s/ JOHN E. GIBSON
- --------------------------------------
(John E. Gibson) Executive Vice
President and Director
/s/ J. MICHAEL LOSH
- --------------------------------------
(J. Michael Losh) Director
/s/ HARRY J. PEARCE
- --------------------------------------
(Harry J. Pearce) Director
/s/ W. ALLEN REED
- --------------------------------------
(W. Allen Reed) Director
/s/ JOHN F. SMITH, JR.
- --------------------------------------
(John F. Smith, Jr.) Director
/s/ G. RICHARD WAGONER, JR.
- --------------------------------------
(G. Richard Wagoner, Jr. Director
/s/ RONALD L. ZARRELLA
- --------------------------------------
(Ronald L. Zarrella) Director
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
*1(a) Form of Underwriting Agreement (including form of Delayed
Delivery Contract).
*1(b) Form of Purchase Agreement.
*1(c) Form of Selling Agent Agreement.
*4(a) Form of Indenture, dated as of July 1, 1982, between the Company and
Morgan Guaranty Trust Company of New York, Trustee.
*4(b) Form of Note.
*4(c) Form of Debenture.
*4(d) Form of Discount Security.
*4(e) Form of Zero Coupon Security.
*4(f) Form of Extendible Note.
4(g)First Supplemental Indenture, dated as of April 1, 1986, between the
Company and Morgan Guaranty Trust Company of New York, Trustee,
incorporated by reference to Registration Statement No. 33-4653.
4(h)Second Supplemental Indenture, dated as of June 15, 1987, between
the Company and Morgan Guaranty Trust Company of New York, Trustee,
incorporated by reference to Registration Statement No. 33-15236.
4(I)Third Supplemental Indenture, dated as of September 30, 1996,
between the Company and The Bank of New York, Successor Trustee,
incorporated by reference to Registration Statement No. 333-33183.
4(j)Fourth Supplemental Indenture, dated as of January 1, 1998, between
the Company and The Bank of New York, Successor Trustee,
incorporated by reference to Registration Statement No. 333-48705.
4(k)Fifth Supplemental Indenture, dated as of September 30, 1998,
between the Company and The Bank of New York, Successor Trustee.
**4(l) Form of Warrant Agreement.
4(m)Form of Warrant Certificate included in Exhibit 4(l).
**4(n) Form of Global Note.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General
Counsel of the Company.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Bank of New York.
- --------
* Incorporated by reference to Exhibits 1(a) through 4(f), respectively,
to Registration Statement No. 2-75115.
** Incorporated by reference to Exhibits 4(l) and 4(n), respectively, to
Registration Statement No. 33-29261.
EXHIBIT 5
GENERAL MOTORS ACCEPTANCE CORPORATION
300 RENAISSANCE CENTER
MAIL CODE: 482-C25-C22
DETROIT, MICHIGAN 48265-3000
March 16, 2000
GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202
Dear Sirs:
As Assistant General Counsel of General Motors Acceptance Corporation
(the "Company") in connection with the registration of your Debt Securities and
Warrants (the "Securities") from which the company will receive up to an
aggregate of $20,000,000,000, for issuance from time to time pursuant to Rule
415 of the Securities Act of 1933, as amended, I advise that in my opinion you
have full power and authority under the laws of Delaware, the State of your
incorporation, and under your Certificate of Incorporation, as amended, to
borrow the money and to contract the indebtedness to be evidenced by the said
Securities.
It is my further opinion that the Indenture, dated as of July 1, 1982,
with The Bank of New York, Successor Trustee, as amended by a First Supplemental
Indenture dated as of April 1, 1986, a Second Supplemental Indenture dated as of
June 15, 1987, a Third Supplemental Indenture dated as of September 30, 1996, a
Fourth Supplemental Indenture dated as of January 1, 1998, a Fifth Supplemental
Indenture dated September 30, 1998 and as further amended by the Trust Indenture
Reform Act of 1990 (together, the "Indenture"), has been duly authorized,
executed and delivered and that the Debt Securities, as provided in the
Indenture, and the Warrants, as provided in the Warrant Agreement, when duly
authorized, executed and authenticated, issued and paid for, will be valid and
legally binding obligations of the Company in accordance with and subject to the
terms thereof and of the Indenture and the Warrant Agreement, as the case may
be.
I hereby consent to the use of the foregoing opinion as Exhibit 5 of
your Registration Statement filed with the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
above mentioned Securities and to the use of my name in such Registration
Statement and in the related Prospectus Supplement(s) under the heading "Legal
Opinions".
Very truly yours,
s/ MARTIN I. DARVICK
-------------------------
Martin I. Darvick
Assistant General Counsel
EXHIBIT 12
GENERAL MOTORS ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
Years Ended December 31,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Consolidated net income .. $1,527.3 $1,325.3 $1,301.1 $1,240.5 $ 1031.0
Provision for income taxes 960.2 611.7 912.9 837.2 752.2
-------- -------- -------- -------- --------
Consolidated income before
income taxes ............ 2,487.5 1,937.0 2,214.0 2,077.7 1,783.2
-------- -------- -------- -------- --------
Fixed Charges
Interest and discount ... 6,526.2 5,786.9 5,255.5 4,937.5 4,936.3
Portion of rentals
representative of the
interest factor ....... 97.7 79.1 69.8 77.8 54.5
-------- -------- -------- -------- --------
Total fixed charges ....... 6,623.9 5,866.0 5,325.3 5,015.3 4,990.8
-------- -------- -------- -------- --------
Earnings available for
fixed charges ........... 9,111.4 $7,803.0 $7,539.3 $7,093.0 $6,774.0
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges ........... 1.38 1.33 1.42 1.41 1.36
======== ======== ======== ======== ========
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of General Motors Acceptance Corporation on Form S-3 of our report
dated January 20, 2000, appearing in the Annual Report on Form 10-K of General
Motors Acceptance Corporation for the year ended December 31, 1999 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 15, 2000
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
General Motors Acceptance Corporation
(Exact name of obligor as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
General Motors Acceptance Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202
(Address of principal executive offices) (Zip code)
---------------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed
with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6
to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published pursuant to
law or to the requirements of its supervising or examining authority.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 7th day of March, 2000.
THE BANK OF NEW YORK
By: /S/MICHAEL CULHANE
------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency
and coin................................. $6,394,412
Interest-bearing balances.................. 3,966,749
Securities:
Held-to-maturity securities................ 805,227
Available-for-sale securities.............. 4,152,260
Federal funds sold and Securities purchased
under agreements to resell................. 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income 37,900,739
LESS: Allowance for loan and
lease losses 572,761
LESS: Allocated transfer risk
reserve........................11,754
Loans and leases, net of unearned income,
allowance, and reserve................... 37,316,224
Trading Assets............................... 1,646,634
Premises and fixed assets (including
capitalized leases)........................ 678,439
Other real estate owned...................... 11,571
Investments in unconsolidated subsidiaries
and associated companies................... 183,038
Customers' liability to this bank on
acceptances outstanding.................... 349,282
Intangible assets............................ 790,558
Other assets................................. 2,498,658
Total assets................................. $60,242,491
LIABILITIES
Deposits:
In domestic offices........................ $26,030,231
Noninterest-bearing..............11,348,986
Interest-bearing.................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs................... 18,530,950
Noninterest-bearing.................156,624
Interest-bearing.................18,374,326
Federal funds purchased and Securities sold
under agreements to repurchase............. 2,094,678
Demand notes issued to the U.S.Treasury...... 232,459
Trading liabilities.......................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less 863,201
With remaining maturity of more than one
year through three years................. 449
With remaining maturity of more than three
years.................................... 31,080
Bank's liability on acceptances executed and
outstanding................................ 351,286
Subordinated notes and debentures............ 1,308,000
Other liabilities............................ 3,055,031
Total liabilities............................ 54,578,827
EQUITY CAPITAL
Common stock................................. 1,135,284
Surplus...................................... 815,314
Undivided profits and capital reserves....... 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities.............. ( 15,440)
Cumulative foreign currency translation
adjustments................................ ( 30,658)
Total equity capital......................... 5,663,664
Total liabilities and equity capital......... $60,242,491
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni
Alan R. Griffith Directors
Gerald L. Hassell
