PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 22, 2000)
$500,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
7.625% NOTES DUE JUNE 15, 2004
The notes will bear interest from June 16, 2000, at the rate of 7.625%
per annum, payable semiannually on December 15 and June 15, commencing December
15, 2000. The notes will not be redeemable prior to maturity and will not be
subject to any sinking fund. See "Description of Notes."
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Per Note Total
Public Offering Price (1).................. 99.938% $499,690,000
Underwriting Discount...................... .40% $2,000,000
Proceeds, before expenses, to General
Motors Acceptance Corporation..... 99.538% $497,690,000
(1) You will also pay accrued interest, if any, from June 16, 2000.
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.
We expect that the notes will be ready for delivery in book-entry form
only through the Depository Trust Company on or about June 16, 2000.
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BEAR, STEARNS & CO. INC.
BLAYLOCK & PARTNERS, L.P.
THE WILLIAMS CAPITAL GROUP, L.P.
GUZMAN & COMPANY
MURIEL SIEBERT & CO., INC.
ORMES CAPITAL MARKETS, INC.
UTENDAHL CAPITAL PARTNERS, L.P.
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THE ACTIVITIES OF THE UNDERWRITERS ARE BEING LEAD BY BEAR, STEARNS & CO. INC.,
BLAYLOCK & PARTNERS, L.P. AND THE WILLIAMS CAPITAL GROUP, L.P.
</TABLE>
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June 13, 2000
<PAGE>
No person has been authorized to give any information or to make any
representations not contained in this Prospectus Supplement or the accompanying
Prospectus in connection with the offer made by this Prospectus Supplement and
the accompanying Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any Underwriter. This Prospectus Supplement and the accompanying
Prospectus shall not constitute an offer of any securities other than the Notes.
The Prospectus Supplement is part of and must be read in conjunction with the
accompanying Prospectus dated March 22, 2000. Neither the delivery of this
Prospectus Supplement and the accompanying Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or its subsidiaries since the date
hereof or that the information contained herein is correct as of any time
subsequent to its date.
Certain persons participating in the offering may engage in
transactions that stabilize, maintain or otherwise affect the price of the
notes. Specifically, the Underwriters may over-allot in connection with
offerings, and may bid for, and purchase, securities in the open market. For a
description of these activities, see "Underwriting".
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, 1999
Quarterly Reports on Form 10-Q Quarter ended March 31, 2000
Current Reports on Form 8-K Dated January 20, 2000 and
April 13, 2000
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
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Three Months Ended Years Ended
March 31, December 31,
------------------ ------------
2000 1999 1999 1998
---- ---- ---- ----
1.33 1.42 1.38 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.
See "Ratio of Earnings to Fixed Charges" in the accompanying Prospectus
for additional information.
DESCRIPTION OF NOTES
The Notes offered hereby will be limited to $500,000,000 aggregate
principal amount and are to be issued under an Indenture dated as of July 1,
1982, as amended, which is more fully described in the accompanying Prospectus.
The Notes are not redeemable by the Company prior to maturity. The
Notes will bear interest from June 16, 2000, payable semiannually on each
December 15 and June 15, the first such payment to be made on December 15, 2000
in respect of the period from June 16, 2000 to December 15, 2000, to the persons
in whose names the Notes are registered at the close of business on the 15th day
of the calendar month next preceding such December and June.
The Notes will be issued in book-entry form. See "Book-Entry, Delivery
and Form" in the accompanying Prospectus.
UNDERWRITING
Under the terms and subject to the conditions contained in an
Underwriting Agreement dated June 13, 2000, the Underwriters named below have
severally agreed to purchase and the Company has agreed to sell to them,
severally, the respective principal amounts of Notes set forth below.
PRINCIPAL
NAME AMOUNT
Bear, Stearns & Co. Inc. .................................. $ 80,000,000
Blaylock & Partners, L.P. ................................ 80,000,000
The Williams Capital Group, L.P. .......................... 80,000,000
Guzman & Company .......................................... 65,000,000
Muriel Seibert & Co., Inc. ................................ 65,000,000
Ormes Capital Markets, Inc. ............................... 65,000,000
Utendahl Capital Partners, L.P. ........................... 65,000,000
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Total .......................... $ 500,000,000
=============
<PAGE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Company currently has no intention to list the Notes on any
securities exchange, and there can be no assurance that there will be a
secondary market for the Notes. However, from time to time, the Underwriters may
make a market in the Notes.
The Company has been advised by the Underwriters that the Underwriters
propose to offer the Notes to the public initially 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 .20% of the principal amount of
the Notes; that the Underwriters and such dealers may reallow a discount not in
excess of .20% of such principal amount on sales to certain other dealers; and
that after the initial public offering the public offering price and concession
and discount to dealers may be changed by the Underwriters.
In connection with this offering, certain Underwriters and their
affiliates may engage in transactions that stabilize, maintain or otherwise
affect the market price of the Notes. Such transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M,
pursuant to which such persons may bid for or purchase Notes for the purpose of
stabilizing their market price. The Underwriters also may create a short
position for the account of the Underwriters by selling more Notes in connection
with the offering than they are committed to purchase from the Company, and in
such case may purchase Notes in the open market following completion of the
offering to cover such short position. Any of the transactions described in this
paragraph may result in the maintenance of the price of the Notes at a level
above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if they are
undertaken, they may be discontinued at any time.
In the ordinary course of their respective businesses, affiliates of
the Underwriters have engaged, and will in the future engage, in commercial
banking and investment banking transactions with the Company and certain of its
affiliates.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed on for the Company
by Martin I. Darvick, Esq., Assistant General Counsel of the Company, 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 and owns shares of General Motors Corporation Class H common stock,
$0.10 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 the Company in
various matters.
<PAGE>
PROSPECTUS
$20,000,000,000
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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MARCH 22, 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............................................... 4
Description of Debt Securities................................ 4
Description of Warrants....................................... 9
Plan of Distribution.......................................... 10
Experts....................................................... 12
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.
------------------
<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
<PAGE>
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:
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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
<PAGE>
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.
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.
<PAGE>
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".
<PAGE>
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
<PAGE>
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
<PAGE>
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.
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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.
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DIRECT SALES
Offers to purchase securities may be solicited directly by GMAC. In this
case, no underwriters or agents would be involved.
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
o 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.
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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.
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.
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FINANCIAL
SERVICES
