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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the fiscal year ended December 31, 1994
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission file number 33-10665
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THE GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
-----------------------------------
(Full title of the plan)
General Motors Corporation
767 Fifth Avenue, New York, New York 10153-0075
3044 West Grand Blvd., Detroit, Michigan 48202-3091
---------------------------------------------------
(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive offices)
Registrant's telephone number, including area code (313) 556-5000
Notices and communications from the Securities
and Exchange Commission relative to this report
should be forwarded to:
James H. Humphrey
Chief Accounting Officer
General Motors Corporation
3044 West Grand Blvd.
Detroit, Michigan 48202-3091
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<PAGE>2
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
Page No.
--------
The GMAC Mortgage Corporation Savings Incentive Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits,
December 31, 1994 and 1993 ............................ 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1994
and 1993 .............................................. 7
Notes to Financial Statements ........................... 10
Supplemental schedules:
Line 27a-Schedule of Assets Held for Investment
Purposes, December 31, 1994.......................... 17
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1994......................... 18
Supplemental schedules not listed above are omitted
because of the absence of the conditions under which
they are required.
(b) EXHIBIT
-------
Exhibit 23 - Consent of Independent Auditors ................ 19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Administrative Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
THE GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
-----------------------------
(Name of Plan)
Date June 29, 1995 By
-------------
s/Dennis W. Sheehan
-----------------------------
(Dennis W. Sheehan,
Executive Vice President and
Chief Financial Officer,
GMAC Mortgage Group)
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<PAGE>3
INDEPENDENT AUDITORS' REPORT
- ----------------------------
The GMAC Mortgage Corporation Savings Incentive Plan:
We have audited the accompanying statements of net assets available for
benefits of The GMAC Mortgage Corporation Savings Incentive Plan (the "Plan")
at December 31, 1994 and 1993, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1994 and 1993 and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by Fund
(Plan option in 1993) is presented for the purpose of additional analysis of
the basic financial statements rather than to present information regarding
the net assets available for benefits of the individual Funds (Plan options)
and is not a required part of the basic financial statements. The
accompanying supplemental schedules of (1) assets held for investment purposes
at December 31, 1994 and (2) reportable transactions for the year ended
December 31, 1994 are presented for the purpose of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and are not a required
part of the basic financial statements. The supplemental information by Fund
(Plan option) and the supplemental schedules are the responsibility of the
Plan's management. Such supplemental information by Fund (Plan option) and
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 16, 1995
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<PAGE>4
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1994
<CAPTION>
SUPPLEMENTAL INFORMATION
-------------------------------------------------------
MANAGED GROWTH & ASSET
INCOME INCOME MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND
----------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 7):
Managed Income Fund $19,019,102 $19,019,102 $- $- $-
Growth & Income Fund 7,478,864 - 7,478,864 - -
Asset Manager Fund 3,649,987 - - 3,649,987 -
Magellan Fund 1,497,723 - - - 1,497,723
Retirement Government Money
Market Fund 983,032 - - - -
Contrafund 636,156 - - - -
Ginnie Mae Fund 45,292 - - - -
CoreStates Financial Corp.
Common Stock 647,889 - - - -
General Motors Unitized Stock Account 10,676,258 - - - -
Loans Receivable (Note 8) 2,116,415 - - - -
----------- ----------- ----------- ----------- -----------
Total investments 46,750,718 19,019,102 7,478,864 3,649,987 1,497,723
Dividends Receivable 8,472 - - - -
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $46,759,190 $19,019,102 $7,478,864 $3,649,987 $1,497,723
=========== =========== =========== =========== ===========
See Notes to Financial Statements.
</TABLE>
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<PAGE>5
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
RETIREMENT
GOVERNMENT CORESTATES GENERAL MOTORS
MONEY FINANCIAL UNITIZED
MARKET GINNIE MAE CORP. STOCK LOAN
FUND CONTRAFUND FUND COMMON STOCK FUND FUND
----------- ----------- ---------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 2 and 7):
Managed Income Fund $- $- $- $- $- $-
Growth & Income Fund - - - - - -
Asset Manager Fund - - - - - -
Magellan Fund - - - - - -
Retirement Government Money
Market Fund 983,032 - - - - -
Contrafund - 636,156 - - - -
Ginnie Mae Fund - - 45,292 - - -
CoreStates Financial Corp.
Common Stock - - - 647,889 - -
General Motors Unitized Stock
Account - - - - 10,676,258 -
Loans Receivable (Note 8) - - - - - 2,116,415
----------- ----------- ----------- ----------- ----------- -----------
Total investments 983,032 636,156 45,292 647,889 10,676,258 2,116,415
Dividends Receivable - - - 8,472 - -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $983,032 $636,156 $45,292 $656,361 $10,676,258 $2,116,415
=========== =========== =========== =========== =========== ===========
See Notes to Financial Statements.
</TABLE>
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<PAGE>6
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION
---------------------------------
GUARANTEED STOCK BALANCED
LONG-TERM MARKET ACCOUNT
TOTAL OPTION INDEX OPTION OPTION
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Investments (Notes 2 and 7):
Guaranteed Long-Term Account $18,881,806 $18,881,806 $- $-
Stock Market Index Account 6,512,715 - 6,512,715 -
Balanced Account 3,218,843 - - 3,218,843
Guaranteed Government Securities
Account 776,163 - - -
CoreStates Financial Corp.
Common Stock 629,299 - - -
General Motors $1-2/3 Par Value
Common Stock 10,399,416 - - -
Loans receivable (Note 8) 1,963,680 - - -
Interest bearing deposits 152,992 - - -
----------- ----------- ---------- ----------
Total investments 42,534,914 18,881,806 6,512,715 3,218,843
Contributions and rollovers receivable 710,431 176,402 133,806 71,514
Transfers due from (to) other funds - (34,761) 59,991 65,782
Cash 41,703 - - -
----------- ----------- ---------- ----------
Total assets available for benefits 43,287,048 19,023,447 6,706,512 3,356,139
Distributions Payable (65,548) (656) (1,554) -
----------- ----------- ---------- ----------
Net assets available for benefits $43,221,500 $19,022,791 $6,704,958 $3,356,139
=========== =========== ========== ==========
SUPPLEMENTAL INFORMATION
----------------------------------------------------
CORESTATES GENERAL MOTORS
GUARANTEED FINANCIAL $1-2/3
GOVERNMENT CORP. PAR VALUE
SECURITIES COMMON STOCK COMMON STOCK LOAN
OPTION OPTION OPTION FUND
---------- ------------ -------------- ----------
<S> <C> <C> <C> <C>
Investments (Notes 2 and 7):
Guaranteed Long-Term Account $- $- $- $ -
Stock Market Index Account - - - -
Balanced Account - - - -
Guaranteed Government Securities
Account 776,163 - - -
CoreStates Financial Corp.
Common Stock - 629,299 - -
General Motors $1-2/3 Par Value
Common Stock - - 10,399,416 -
Loans receivable (Note 8) - - - 1,963,680
Interest bearing deposits - - 152,992 -
-------- -------- ----------- ----------
Total investments 776,163 629,299 10,552,408 1,963,680
Contributions and rollovers receivable 12,742 - 315,967 -
Transfers due from (to) other funds (8,172) - (82,840) -
Cash - 35 41,668 -
-------- -------- ----------- ----------
Total assets available for benefits 780,733 629,334 10,827,203 1,963,680
Distributions Payable - - (63,338) -
-------- -------- ----------- ----------
Net assets available for benefits $780,733 $629,334 $10,763,865 $1,963,680
======== ======== =========== ==========
See Notes to Financial Statements.
</TABLE>
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<PAGE>7
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
SUPPLEMENTAL INFORMATION
-------------------------------------------------------
RETIREMENT
MANAGED GROWTH & ASSET GOVERNMENT
INCOME INCOME MANAGER MAGELLAN MONEY
TOTAL FUND FUND FUND FUND MARKET FUND
----------- ----------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends (Note 2) $2,072,483 $1,059,112 $543,426 $140,863 $26,134 $34,377
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation (depreciation)on assets
held, sold, or distributed to
participants (Note 2) (3,772,196) - (428,915) (409,316) (26,309) -
----------- ----------- ----------- ----------- ----------- ----------
Contributions (Note 3):-
Employee 4,424,938 1,691,573 1,179,151 721,108 210,341 203,336
Employer 3,332,355 - - - - (55,000)
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 7,757,293 1,691,573 1,179,151 721,108 210,341 148,336
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (Note 5) (2,898,167) (1,168,054) (297,165) (99,762) (28,565) (261,101)
----------- ----------- ----------- ----------- ----------- ----------
Forfeitures (4,952) (11,894) (4,297) (1,898) (3,822) 168,306
----------- ----------- ---------- ----------- ----------- ----------
Rollovers (Note 1) 383,229 2,958 100,401 135,009 56,168 45,332
----------- ----------- ----------- ----------- ----------- ----------
Administrative Expenses - - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options
(Note 8) - (1,577,384) (318,695) (192,156) 1,263,776 67,049
----------- ----------- ----------- ----------- ----------- ----------
Increase (decrease) in net assets
available for benefits during the year 3,537,690 (3,689) 773,906 293,848 1,497,723 202,299
Net assets available for benefits
at beginning of year 43,221,500 19,022,791 6,704,958 3,356,139 - 780,733
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $46,759,190 $19,019,102 $7,478,864 $3,649,987 $1,497,723 $983,032
=========== =========== =========== =========== =========== ==========
See Notes to Financial Statements.
</TABLE>
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<PAGE>8
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
<CAPTION>
SUPPLEMENTAL INFORMATION
-------------------------------------------------------------------------------------
CORESTATES GENERAL MOTORS
FINANCIAL GENERAL MOTORS $1-2/3
GINNIE MAE CORP. UNITIZED PAR VALUE LOAN
CONTRAFUND FUND COMMON STOCK STOCK FUND COMMON STOCK FUND
----------- ---------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends (Note 2) $- $987 $30,397 $20 $83,708 $153,459
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation (depreciation) on
assets held, sold, or distributed
to participants (Note 2) 2,852 (692) (3,085) (2,136,175) (770,556) -
----------- ----------- ----------- ----------- ----------- -----------
Contributions (Note 3):
Employee 78,565 11,836 - 253,275 75,753 -
Employer - - - 1,546,987 1,840,368 -
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 78,565 11,836 - 1,800,262 1,916,121 -
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (Note 5) (11,095) (1,031) (285) (452,253) (267,117) (311,739)
----------- ----------- ----------- ----------- ----------- -----------
Forfeitures (3,048) - - (104,191) (44,108) -
----------- ---------- ----------- ----------- ----------- -----------
Rollovers (Note 1) 11,855 11,414 - 6,212 13,880 -
----------- ----------- ----------- ----------- ----------- -----------
Administrative Expenses - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options
(Note 8) 557,027 22,778 - 11,562,383 (11,695,793) 311,015
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits during the year 636,156 45,292 27,027 10,676,258 (10,763,865) 152,735
Net assets available for benefits
at beginning of year - - 629,334 - 10,763,865 1,963,680
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $636,156 $45,292 $656,361 $10,676,258 $- $2,116,415
=========== =========== =========== =========== =========== ===========
See Notes to Financial Statements.
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<PAGE>9
</TABLE>
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------
GUARANTEED STOCK BALANCED
LONG-TERM MARKET ACCOUNT
TOTAL OPTION INDEX OPTION OPTION
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest and dividends (Note 2) $1,655,134 $1,337,070 $- $-
----------- ----------- ---------- ----------
Net appreciation (depreciation) on
assets held, sold, or distributed
to participants (Note 2) 5,503,212 644,288 400,189 71,025
----------- ----------- ---------- ----------
Contributions (Note 3):
Employee 4,484,988 2,329,821 949,291 449,973
Employer 3,082,619 - - -
----------- ----------- ---------- ----------
Total contributions 7,567,607 2,329,821 949,291 449,973
----------- ----------- ---------- ----------
Distributions to participants (Note 5) (1,944,289) (871,762) (235,989) (222,431)
----------- ----------- ---------- ----------
Forfeitures (149,749) (9,778) (6,020) (5,403)
----------- ----------- ---------- ----------
Rollovers (Note 1) 200,072 107,076 34,920 34,548
----------- ----------- ---------- ----------
Administrative Expenses (72,913) (59,397) (9,194) (2,412)
----------- ----------- ---------- ----------
Transfers among investment options
(Note 8) - (1,738,827) 1,983,817 2,161,929
----------- ----------- ---------- ----------
Increase (decrease) in net assets
available for benefits during the
year 12,759,074 1,738,491 3,117,014 2,487,229
Net assets available for benefits
at beginning of year 30,462,426 17,284,300 3,587,944 868,910
----------- ----------- ---------- ----------
Net assets available for benefits
at end of year $43,221,500 $19,022,791 $6,704,958 $3,356,139
=========== =========== ========== ==========
SUPPLEMENTAL INFORMATION
----------------------------------------------------
CORESTATES GENERAL MOTORS
GUARANTEED FINANCIAL $1-2/3
GOVERNMENT CORP. PAR VALUE
SECURITIES COMMON STOCK COMMON STOCK LOAN
OPTION OPTION OPTION FUND
---------- ------------ -------------- ----------
<S> <C> <C> <C> <C>
Interest and dividends (Note 2) $- $26,153 $167,802 $124,109
-------- -------- ----------- ----------
Net appreciation (depreciation) on
assets held, sold, or distributed
to participants (Note 2) 22,624 (59,352) 4,424,438 -
-------- -------- ----------- ----------
Contributions (Note 3):
Employee 230,184 - 525,719 -
Employer - - 3,082,619 -
-------- -------- ----------- ----------
Total contributions 230,184 - 3,608,338 -
-------- -------- ----------- ----------
Distributions to participants (Note 5) (75,868) (230) (503,038) (34,971)
-------- -------- ----------- ----------
Forfeitures (1) - (128,547) -
-------- -------- ----------- ----------
Rollovers (Note 1) 2,281 - 21,247 -
-------- -------- ----------- ----------
Administrative Expenses (1,910) - - -
-------- -------- ----------- ----------
Transfers among investment options
(Note 8) (214,302) - (2,523,591) 330,974
-------- -------- ----------- ----------
Increase (decrease) in net assets
available for benefits during the
year (36,992) (33,429) 5,066,649 420,112
Net assets available for benefits
at beginning of year 817,725 662,763 5,697,216 1,543,568
-------- -------- ----------- ----------
Net assets available for benefits
at end of year $780,733 $629,334 $10,763,865 $1,963,680
======== ======== =========== ==========
See Notes to Financial Statements.
</TABLE>
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<PAGE>10
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
- -----------------------------------------------------------------------------
1. INFORMATION CONCERNING THE PLAN
The GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") was
adopted by action of the Board of Directors of GMAC Mortgage Corporation
(the "Company") on April 30, 1986. The Plan was amended and completely
restated effective January 1, 1989 to comply with the Tax Reform Act of
1986. The Plan was again amended and completely restated effective
July 1, 1990 to effect administrative changes, primarily related to the
allocation of forfeitures. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended.
The Plan is a defined contribution plan with a cash or deferred
arrangement for Employees of the Company, its participating subsidiaries
and any related entities electing to adopt the Plan. The Employees may
elect to participate and must meet certain eligibility requirements.
Subsidiaries or related entities participating in the Plan include:
GMAC Capital Corporation (through June 30, 1993)
GMAC Mortgage Corporation of PA (successor by merger of
GMAC Mortgage Corporation of Iowa)
Residential Funding Corporation
GMAC Commercial Mortgage Corporation (formerly named
GMAC Associates, Inc.)
The Plan is sponsored and administered by the Company. At December 31,
1994, all assets were held in trust at Fidelity Management Trust Company,
Inc. ("Fidelity"). At December 31, 1993, all assets were held at either
CoreStates Financial Corp. or by Connecticut General Life Insurance
Company.
A general description of Plan provisions is incorporated in the notes which
follow. A Summary Plan Description, providing a more extensive
description of Plan provisions, has been published and is available to
participants in the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the
accompanying financial statements are as follows:
. Investment transactions are recorded on the trade date and investment
balances are stated at fair value or contract value which has been
determined as follows:
.. Assets invested in common stocks, mutual funds and pooled separate
accounts are carried at quoted market price.
.. Assets invested in unallocated insurance contracts are carried at
principal contributed plus interest credited.
. Realized and unrealized gains and losses are computed based on the fair
value of investments at the beginning of the Plan year.
. Dividends and interest are included in income when earned based on the
term of the investments and the periods during which the investments
are owned by the Plan.
. Balances in the loan fund are carried at the principal balance
outstanding.
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<PAGE>11
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
3. CONTRIBUTIONS TO THE PLAN
Employees may elect to contribute to the Plan on a pre-tax basis, in even
multiples of 1% of base compensation, up to 9% of compensation (subject to
a limit of $9,240 and $8,994, respectively, for the years ended
December 31, 1994 and 1993). The Employee contribution limitation is
adjusted annually for cost of living increases to the extent permitted by
the Internal Revenue Code of 1986, as amended (the "Code"). The Company
will match an Employee's contribution up to 6% of compensation, provided
the amount does not exceed $3,000. Annual additions to an Employee's
account are subject to certain limitations imposed by the Plan. Based on
the Employee's election, such contributions can be directed to any of
several investment options (see Note 7). Employees may elect to change
contribution elections daily for 1994 and at the beginning of each quarter
for 1993.
4. VESTING
Two pre-tax basis accounts are maintained for each participating Employee.
The Salary Reduction Account consists of a participant's contributions and
is fully vested. The Matching Account consists of the Company's
contributions. A participant's Matching Account accrued balance is 20%
vested after one year of credited service and increases 20% per year
thereafter until fully vested.
While the Company has not expressed any intent to terminate the Plan, it
may do so at any time. In the event of termination of the Plan, each
participant's Matching Account becomes fully vested to the extent of the
amount in the participant's Matching Account.
5. DISTRIBUTIONS
Participants may withdraw their vested assets at any time after ter-
mination of employment. Prior to termination of employment, the assets
may only be withdrawn because of disability or financial hardship.
Participants may elect to receive their withdrawal in either a lump-sum
payment, by purchase of various annuities or over various periods of time.
Participants may also elect a distribution of shares of stock to the
extent shares have been credited to their account. Participants also have
the option of borrowing against their vested balances in an amount up to
50% of the participant's accrued vested benefit as determined on the
valuation date, or $50,000, whichever is less (see Note 8).
6. FORFEITURES
Participant forfeitures are utilized to reduce subsequent Company
contributions. Upon termination, the nonvested portion of the
participant's Matching Account is forfeited.
7. INVESTMENT FUNDS OR OPTIONS
The Plan Committee approved the change of the Plan's investment manager
from Connecticut General Life Insurance Company ("CIGNA") to Fidelity (see
Note 12).
During 1994, participants can direct the Plan Committee to make
investments of Employee contributions in the Investment Options described
on the next page:
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<PAGE>12
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Managed Income Fund - The fund seeks to preserve capital and provide a
competitive level of income over time. It purchases high-quality
short- and long-term investment contracts issued by insurance
companies, banks, and other approved financial institutions.
Investment contracts are unsecured agreements when the purchaser
agrees to pay the issuer and the issuer agrees to pay interest at a
specified rate for the life of the contract and to repay the money at
maturity. The fund may also purchase synthetics which simulate the
terms of conventional investment contracts and money market
instruments on liquidity. All funds were transferred from the CIGNA
Guaranteed Long-Term Account to the Fidelity Managed Income Fund
unless otherwise directed by the participant.
Growth & Income Fund - The fund seeks long term capital growth, current
income, and growth of income consistent with reasonable investment
risk. It invests in common stocks, securities convertible into common
stocks, preferred stocks and fixed income securities. All funds were
transferred from the CIGNA Stock Market Index Account to the Fidelity
Growth & Income Fund unless otherwise directed by the participant.
Asset Manager Fund - The fund seeks a high total return with reduced
risk over the long term by allocating its assets among domestic and
foreign equities, bonds and short-term instruments. All funds were
transferred from the CIGNA Balanced Account to the Fidelity Asset
Manager Fund unless otherwise directed by the participant.
Magellan Fund - The fund seeks long-term capital appreciation by
investing in stocks of both well-known and lesser-known companies with
potentially above-average growth potential and a correspondingly
higher level of risk. Securities may be of foreign and domestic
companies.
Retirement Government Money Market Fund - The fund seeks as high a level
of current income as is consistent with the preservation of principal
and liquidity. It invests in obligations issued or guaranteed as to
principal and interest by the U.S. government, its agencies or
instrumentalities, and in repurchase agreements secured by the
obligations. All funds were transferred from the CIGNA Guaranteed
Government Securities Account to the Fidelity Retirement Government
Money Market Fund unless otherwise directed by the participant.
Contrafund - The fund seeks long-term capital appreciation by investing
in the securities of companies believed to be out of favor or
undervalued. The fund invests in common stocks and securities
convertible into common stock, but it may purchase other securities
that may produce capital appreciation. The fund may also invest in
investment-grade debt securities for defensive purposes.
Ginnie Mae Fund - The fund seeks a high level of current income by
investing primarily in Ginnie Mae securities and other securities that
are guaranteed by the full faith and credit of the U.S. Government.
Assets not invested in Ginnie Maes may be invested in any type of U.S.
or foreign debt or other income producing investments.
The CoreStates Financial Corp. Common Stock option is the residual of
the former Colonial Companies Savings Incentive Plan (which became the
Plan in 1986). Activity is limited to the reinvestment of earnings
and participant distributions.
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<PAGE>13
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
General Motors $1-2/3 Par Value Common Stock - As of June 13, 1994, this
was no longer an investment option. The assets were transferred into the
GM Unitized Stock Fund on June 13, 1994.
GM Unitized Stock Fund - On June 13, 1994, all shares of the GM Stock Fund
were transferred into the GM Unitized Stock Fund. The objective is to
provide a Company Stock investment option that can be traded and accessed
with the same frequency and timeliness as a Fidelity mutual fund. This
fund is primarily comprised of GM Common Stock and a small percentage of
cash and/or other liquid investments (usually 1-3%). The availability of
the cash makes it possible to trade shares of GM Common Stock without
waiting the mandatory five day settlement period. All shares were
transferred from the GM Common Stock Fund to the GM Unitized Stock Fund.
Investment options available through the previous investment manager were
as follows:
Guaranteed Long-Term Option - A fixed income fund with principal
investments of the fund in intermediate-term bonds and commercial
mortgages. All funds were transferred from the CIGNA Guaranteed Long-Term
Account to the Fidelity Managed Income Fund unless otherwise directed by
the participant.
Stock Market Index Option - To provide investors with long-term growth of
capital and income. All funds were transferred from the CIGNA Stock
Market Index Account to the Fidelity Growth & Income Fund unless otherwise
directed by the participant.
Balanced Account Option - Designed to maximize long-term return and reduce
overall portfolio risk through a mix of common stocks, bonds and money
market investments. All funds were transferred from the CIGNA Balanced
Account to the Fidelity Asset Manager Fund unless otherwise directed by
the participant.
Guaranteed Government Securities Option - An actively managed short-term
fixed-income account that provides a full guarantee by an insurance
company of principal and net credited interest. All funds were
transferred from the CIGNA Guaranteed Government Securities Account to the
Fidelity Retirement Government Money Market Fund unless otherwise directed
by the participant.
The CoreStates Financial Corp. Common Stock option is the residual of the
former Colonial Companies Savings Incentive Plan (which became the Plan in
1986). Activity is limited to the reinvestment of earnings and
participant distributions.
General Motors $1-2/3 Par Value Common Stock
During 1994, contributions to each participant's Matching Account are
invested in the GM Unitized Stock Fund.
For 1994, participants may change allocations among funds in 1% increments
daily. In addition, participants may elect to transfer, in 1% increments,
balances from one or more investment funds or options to another on a
daily basis.
- 13 -
<PAGE>14
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
The number of participants in each Investment Fund or Option as of December
31, 1994 and 1993 is shown below. The sum of participants by Investment
Fund or Option is greater than the total number of Plan participants
because participation is allowed in more than one fund or option.
Option 1994 1993
------ ----- ----
Managed Income Fund 1,699 1,985
Growth & Income Fund 1,254 1,127
Asset Manager Fund 852 663
Magellan Fund 370 N/A
Retirement Government Money Market Fund 481 442
Contrafund 179 N/A
Ginnie Mae Fund 42 N/A
CoreStates Financial Corp. Common Stock 28 30
General Motors $1-2/3 Par Value Common Stock N/A 1,888
GM Unitized Stock Fund 2,312 N/A
The number of units credited to participants, including non-vested, and
the net asset value (NAV) of each unit at December 31, 1994 and 1993 are
as follows:
1994 1993
------------------- -------------------
Number of NAV Per Number of NAV Per
Investment Units Unit Units Unit
---------- ---------- ------- ---------- -------
Managed Income Fund (formerly
Guaranteed Long-Term Account) 19,019,102 $1.000 19,022,791 $1.000
Growth & Income Fund (formerly
Stock Market Index Account) 354,615 21.090 6,704,958 1.000
Asset Manager Fund (formerly
Balanced Account) 263,918 13.830 3,356,139 1.000
Magellan Fund 22,421 66.800 - -
Retirement Government Money
Market Fund (formerly Guaranteed
Government Securities Account) 983,032 1.000 780,733 1.000
Contrafund 21,009 30.280 - -
Ginnie Mae Fund 4,532 9.990 - -
CoreStates Financial Corp.
Common Stock 24,917 26.340 24,088 26.126
General Motors $1-2/3 Par Value
Common Stock - - 189,511 56.798
GM Unitized Stock Fund 1,303,578 8.190 - -
8. LOANS RECEIVABLE FROM PARTICIPANTS
Active participants in the Plan are generally eligible to borrow from the
Plan up to the lesser of $50,000 or 50% of the participant's vested
account balance. Interest on participant loans is determined by the Plan
Administrator based on rates offered by commercial lenders for similar
type loans. Loan repayments are in level monthly installments over a term
not to exceed five years. Loans are funded through the liquidation of the
participant's related investments. Repayments of principal are reinvested
based upon the participant's current investment options. During the year
ended December 31, 1994, there were approximately $1,430,323 and
$1,359,000 of new borrowings and principal repayments, respectively. At
December 31, 1994, there were 499 loans outstanding with an average
balance and interest rate of $4,241 and 7.98%, respectively. At December
31, 1993, there were 463 loans outstanding with an average balance and
interest rate of $4,241 and 7.94%, respectively.
- 14 -
<PAGE>15
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Two employees of the Company who serve indirectly as Plan Administrators
also serve as Trustees for the notes securing the Plan's loans receivable
(for loans originated prior to 1994). Another employee of the Company who
serves on the Pension Committee also has an outstanding loan receivable.
Loan activity for these individuals for the years ended December 31, 1994
and 1993 is as follows:
1994 1993
-------- --------
New Loans $9,500 $-
Principal Repayments 8,862 3,303
Average Balance at December 31 4,115 2,025
Average Rate 8.030% 8.765%
9. FEDERAL INCOME TAX
The Plan obtained its latest determination letter on April 11, 1988 in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the Plan Administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements. On December 22, 1994, a request was filed with the Internal
Revenue Service for a new determination letter.
10. RELATED PARTY TRANSACTIONS
Advisory, auditing and accounting services are paid for by the Company on
behalf of the Plan. Costs for such outside services amounted to
approximately $219,000 and $159,000 during the years ended December 31,
1994 and 1993, respectively. In 1994, the administrative expenses
relating to the mutual funds are paid directly by the participants from
the fund's assets, and are factored into the net asset value. In 1993,
the administrative expenses related to the investment options were charged
directly to the Plan.
The Plan has invested in common stock of General Motors Corporation
("GM"), the indirect parent of the Company. See Note 7 for certain
financial information. During the years ended December 31, 1994 and 1993,
the Plan had the following GM stock transactions:
1994 1993
---------- ----------
Total dollar amount of purchases $4,852,223 $3,564,715
Total dollar amount of sales 1,834,171 3,184,140
11. BENEFITS PAYABLE
Amounts allocated to former employees who have withdrawn from
participation in the earnings and operation of the Plan which have not
been disbursed as of December 31, 1994 were approximately $26,600.
- 15 -
<PAGE>16
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
12. CHANGE OF INVESTMENT MANAGER
The Plan Committee approved the change of the Plan's investment manager
from Connecticut General Life Insurance Company ("CIGNA") to Fidelity
Management Trust Company. Participants' accounts at CIGNA were frozen as
of November 30, 1993. Employee and employer contributions for December
1993 were deposited with Fidelity as directed by the participants. The
balances of participant accounts invested at CIGNA were liquidated and
transferred to Fidelity by January 14, 1994. As the result of the
termination of the contract with CIGNA, a one time gain of $644,288 was
recognized in the Guaranteed Long-Term account. This gain was allocated
to participants in this option as of December 31, 1993.
13. SUBSEQUENT EVENTS
On February 1, 1995, GMAC Commercial Mortgage Corporation acquired
Republic Realty Mortgage Corporation ("RRMC"). Effective March 3, 1995,
RRMC's assets of approximately $2.6 million were added to the Plan.
Former RRMC employees maintain their scheduled vesting accrual.
On February 6, 1995, GMAC Mortgage Corporation acquired Residential Money
Centers ("RMC"). RMC did not previously have a savings incentive plan.
Accordingly, RMC employees will be treated as new employees by the Plan.
- 16 -
<PAGE>17
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<CAPTION>
Historical
Description Cost Market
- ------------------------------------------------ ----------- -----------
<S> <C> <C>
*Participant Loans (Interest rates from
7.25% to 11.50%) $2,116,415 $2,116,415
Managed Income Fund 19,019,102 19,019,102
Growth & Income Fund 7,872,710 7,478,864
Asset Manager Fund 4,010,461 3,649,987
Magellen Fund 1,532,935 1,497,723
Retirement Government Money Market Fund 983,032 983,032
Contrafund 633,607 636,156
Ginnie Mae Fund 45,918 45,292
CoreStates Financial Corp. Common Stock 650,936 647,889
*General Motors $1-2/3 Par Value Common Stock - -
*General Motors Unitized Stock Fund 12,947,701 10,676,258
----------- -----------
Total $49,812,817 $46,750,718
=========== ===========
* Party-in-interest
</TABLE>
- 17 -
<PAGE>18
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
<CAPTION>
Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Total Total
Dollar Dollar Market
Value Value Historical Value at
of of Cost Date of Net Gain
Description Purchases Sales of Asset Transaction or (Loss)
- ------------------------ ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
SERIES REPORTABLE TRANSACTIONS
Managed Income Fund $22,654,404 $- $22,654,404 $22,654,404 $-
Managed Income Fund - 3,635,302 3,635,302 - -
Growth & Income Fund 9,257,743 - 9,257,743 9,257,743 -
Asset Manager Fund 4,886,440 - 4,886,440 4,886,440 -
Guaranteed Long-Term
Account (CIGNA) - 18,832,139 18,832,139 - -
Stock Market Index Account
(CIGNA) - 6,587,465 6,587,465 - -
Balanced Account (CIGNA) - 3,293,367 3,293,367 - -
General Motors $1-2/3
Par Value Common Stock 12,932,462 - 12,932,462 12,932,462 -
General Motors $1-2/3
Par Value Common Stock - 12,190,908 12,776,275 - (585,367)
General Motors Unitized
Stock Fund 13,951,816 - 13,951,816 13,951,816 -
SINGLE REPORTABLE TRANSACTIONS
Managed Income Fund $18,832,139 $- $18,832,139 $18,832,139 $-
Growth & Income Fund 6,587,465 - 6,587,465 6,587,465 -
Asset Manager Fund 3,293,367 - 3,293,367 3,293,367 -
Guaranteed Long-Term
Account (CIGNA) - 18,832,139 18,832,139 - -
Stock Market Index Account
(CIGNA) - 6,587,465 6,587,465 - -
Balanced Account (CIGNA) - 3,293,367 3,293,367 - -
General Motors $1-2/3
Par Value Common Stock 10,535,982 - 10,535,982 10,535,982 -
General Motors $1-2/3
Par Value Common Stock - 11,505,335 12,112,754 - (607,419)
General Motors Unitized
Stock Fund 11,868,980 - 11,868,980 11,868,980 -
</TABLE>
- 18 -
l:\secfiles\11-k\gmac_94\gmac23 1
<PAGE>1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement
No. 33-54835 of General Motors Corporation on Form S-8 of our report dated
June 16, 1995 appearing in this Annual Report on Form 11-K of The GMAC
Mortgage Corporation Savings Incentive Plan for the year ended December 31,
1994.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 29, 1995
- 19 -
