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, 1996
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from to
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Commission file number 33-10665
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THE GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
-----------------------------------
(Full title of the plan)
General Motors Corporation
100 Renaissance Center, Detroit, Michigan 48243-7301
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:
Peter R. Bible
Chief Accounting Officer
General Motors Corporation
3044 West Grand Blvd.
Detroit, Michigan 48202-3091
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<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
Page No.
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The GMAC Mortgage Corporation Savings Incentive Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits,
December 31, 1996 and 1995 ............................ 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1996
and 1995 .............................................. 8
Notes to Financial Statements ........................... 12
Supplemental Schedules:
Item 27a-Schedule of Assets Held for Investment
Purposes, December 31, 1996.......................... 19
Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1996......................... 20
Supplemental schedules not listed above are omitted
because of the absence of the conditions under which
they are required.
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Auditors ................ 21
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 20, 1997 By
-------------
/s/Dennis W. Sheehan
-----------------------------
(Dennis W. Sheehan,
Executive Vice President and
Chief Financial Officer,
GMAC Mortgage Group)
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<PAGE>
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, 1996 and 1995, 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, 1996
and 1995, 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 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 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, 1996 and (2) reportable transactions for
the year ended December 31, 1996 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. The supplemental
information by Fund and the supplemental schedules are the responsibility of the
Plan's management. Such supplemental information by Fund 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 1996 financial
statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
May 23, 1997
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<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MANAGED GROWTH & FIDELITY ASSET FIDELITY
INCOME INCOME OVERSEAS MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND FUND
----------- ----------- ---------- --------- ---------- ---------
Investments (Notes 2 and 7):
<S> <C> <C> <C> <C> <C> <C>
Managed Income Fund $ 18,548,685 $ 18,548,685 $ - $ - $ - $ -
Growth & Income Fund 17,235,628 - 17,235,628 - - -
Overseas Fund 1,093,892 - - 1,093,892 - -
Asset Manager Fund 6,263,167 - - - 6,263,167 -
Magellan Fund 6,953,652 - - - - 6,953,652
Retirement Government Money
Market Fund 2,060,612 - - - - -
Contrafund 6,035,788 - - - - -
Ginnie Mae Fund 466,590 - - - - -
CoreStates Financial Corp.
Common Stock 1,282,257 - - - - -
General Motors Unitized Stock Fund 17,399,038 - - - - -
Loans Receivable (Note 8) 3,037,001 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENTS 80,376,310 18,548,685 17,235,628 1,093,892 6,263,167 6,953,652
Dividends Receivable 11,618 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $80,387,928 $18,548,685 $17,235,628 1,093,892 6,263,167 6,953,652
========== ========== ========== ========== ========== ==========
See Notes to Financial Statements.
</TABLE>
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<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 - Concluded
SUPPLEMENTAL INFORMATION
---------------------------------------------------------------------- --------
FIDELITY
RETIREMENT
GOVERNMENT CORESTATES GENERAL MOTORS
MONEY FIDELITY FINANCIAL UNITIZED
MARKET FIDELITY GINNIE MAE CORP. STOCK LOAN
FUND CONTRAFUND FUND COMMON STOCK FUND FUND
----------- ----------- ---------- ------------ ------------- -- ----
Investments (Notes 2 and 7):
<S> <C> <C> <C> <C> <C> <C>
Managed Income Fund $ - $ - $ _- $ - $ _- $ -
Growth & Income Fund _- _- - - - -
Overseas Fund - - - - - -
Asset Manager Fund - - - - - -
Magellan Fund - - - - - -
Retirement Government Money
Market Fund 2,060,612 - - - - -
Contrafund - 6,035,788 - - - -
Ginnie Mae Fund - - 466,590 - - -
CoreStates Financial Corp.
Common Stock - - - 1,282,257 - -
General Motors Unitized Stock
Fund - - - - 17,399,038 -
Loans Receivable (Note 8) - - - - - 3,037,001
--------- ----------- --------- --------- ---------- ---------
TOTAL INVESTMENTS 2,060,612 6,035,788 466,590 1,282,257 17,399,038 3,037,001
Dividends Receivable - - - 11,618 - -
--------- ----------- --------- --------- ---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,060,612 $ 6,035,788 $ 466,590 $1,293,875 $17,399,038 $3,037,001
========= =========== ========= ========= ========== =========
See Notes to Financial Statements.
</TABLE>
<TABLE>
<CAPTION>
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THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1995
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MANAGED GROWTH & FIDELITY ASSET FIDELITY
INCOME INCOME OVERSEAS MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND FUND
----------- ----------- ---------- --------- ---------- ---------
Investments (Notes 2 and 7):
<S> <C> <C> <C> <C> <C> <C>
Managed Income Fund $18,449,303 $18,449,303 $ - $ - $ - $ -
Growth & Income Fund 11,407,611 - 11,407,611 - - -
Overseas Fund 280,701 - - 280,701 - -
Asset Manager Fund 5,344,494 - - - 5,344,494 -
Magellan Fund 5,762,517 - - - - 5,762,517
Retirement Government Money
Market Fund 1,530,341 - - - - -
Contrafund 2,839,132 - - - - -
Ginnie Mae Fund 401,119 - - - - -
CoreStates Financial Corp.
Common Stock 989,983 - - - - -
General Motors Unitized Stock Fund 14,700,031 - - - - -
Loans Receivable (Note 8) 2,329,547 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENTS 64,034,779 18,449,303 11,407,611 280,701 5,344,494 5,762,517
Dividends Receivable 10,978 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $64,045,757 $18,449,303 $11,407,611 $280,701 $5,344,494 $5,762,517
========== ========== ========== ========== ========== ==========
See Notes to Financial Statements.
</TABLE>
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<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1995 - Concluded
SUPPLEMENTAL INFORMATION
---------------------------------------------------------------------- --------
FIDELITY
RETIREMENT
GOVERNMENT CORESTATES GENERAL MOTORS
MONEY FIDELITY FINANCIAL UNITIZED
MARKET FIDELITY GINNIE MAE CORP. STOCK LOAN
FUND CONTRAFUND FUND COMMON STOCK FUND FUND
----------- ----------- ---------- ------------ ------------- -- ----
Investments (Notes 2 and 7):
<S> <C> <C> <C> <C> <C> <C>
Managed Income Fund $ - $ - $ - $ - $ - $ -
Growth & Income Fund - - - - - -
Overseas Fund - - - - - -
Asset Manager Fund - - - - - -
Magellan Fund - - - - - -
Retirement Government Money
Market Fund 1,530,341 - - - - -
Contrafund - 2,839,132 - - - -
Ginnie Mae Fund - - 401,119 - - -
CoreStates Financial Corp.
Common Stock - - - 989,983 - -
General Motors Unitized Stock
Fund - - - - 14,700,031 -
Loans Receivable (Note 8) - - - - - 2,329,547
--------- --------- --------- --------- ---------- ---------
TOTAL INVESTMENTS 1,530,341 2,839,132 401,119 989,983 14,700,031 2,329,547
Dividends Receivable - - - 10,978 - -
--------- --------- --------- --------- ---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $1,530,341 $2,839,132 $401,119 $1,000,961 $14,700,031 $2,329,547
========= ========= ========= ========= ========== =========
See Notes to Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MANAGED GROWTH & FIDELITY ASSET FIDELITY
INCOME INCOME OVERSEAS MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND FUND
----------- ----------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends (Note 2) $ 4,223,286 $ 1,044,813 $ 792,385 $ 64,507 $ 484,971 $ 1,027,906
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation (depreciation) on
assets held, sold, or distributed to
participants (Note 2) 4,023,071 - 1,803,807 23,893 204,658 (299,548)
----------- ----------- ----------- ----------- ----------- ----------
Contributions (Note 3):-
Employee 6,304,630 1,015,081 1,560,395 164,605 631,597 1,119,393
Employer 3,573,767 - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 9,878,397 1,015,081 1,560,395 164,605 631,597 1,119,393
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (Note 5) (3,599,915) (986,199) (727,204) (20,055) (176,171) (298,601)
----------- ----------- ----------- ----------- ----------- ----------
Forfeitures - (17,495) (9,391) - (2,876) (7,442)
----------- ----------- ---------- ----------- ----------- ----------
Rollovers (Note 1) 1,817,332 128,657 342,672 178,035 157,211 439,946
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options
(Note 8) - (1,085,475) 2,065,353 402,206 (308,717) (790,519)
----------- ----------- ----------- ----------- ----------- ----------
Increase in net assets available
for benefits during the year 16,342,171 99,382 5,828,017 813,191 918,673 1,191,135
Net assets available for benefits
at beginning of year 64,045,757 18,449,303 11,407,611 280,701 5,344,494 5,762,517
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $ 80,387,928 $ 18,548,685 $ 17,235,628 $ 1,093,892 $ 6,263,167 $ 6,953,652
=========== =========== =========== =========== =========== ==========
See Notes to Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996 - Concluded
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY
RETIREMENT CORESTATES
GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS
MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED LOAN
FUND CONTRAFUND FUND COMMON STOCK STOCK FUND FUND
----------- ---------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends (Note 2) $ 93,335 $ 413,148 $ 27,168 $ 44,353 $ 35 $ 230,665
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation (depreciation) on
assets held, sold, or distributed
to participants (Note 2) - 488,824 (6,881) 359,941 1,448,377 -
----------- ----------- ----------- ----------- ----------- -----------
Contributions (Note 3):
Employee 434,309 828,750 100,140 - 450,360 -
Employer (157,582) - - - 3,731,349 -
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 276,727 828,750 100,140 - 4,181,709 -
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (Note 5) (149,188) (181,782) (35,095) (59,305) (792,465) (173,850)
----------- ----------- ----------- ----------- ----------- -----------
Forfeitures 155,996 (2,441) (3,704) - (112,647) -
----------- ----------- ---------- ----------- ----------- -----------
Rollovers (Note 1) 152,945 284,119 69,850 - 63,897 -
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options
(Note 8) 456 1,366,038 (86,007) (52,075) (2,089,899) 650,639
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets available
for benefits during the year 530,271 3,196,656 65,471 292,914 2,699,007 707,454
Net assets available for benefits
at beginning of year 1,530,341 2,839,132 401,119 1,000,961 14,700,031 2,329,547
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $ 2,060,612 $ 6,035,788 $ 466,590 $ 1,293,875 $17,399,038 $ 3,037,001
=========== =========== =========== =========== =========== ===========
See Notes to Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MANAGED GROWTH & FIDELITY ASSET FIDELITY
INCOME INCOME OVERSEAS MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND FUND
----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends (Note 2) $2,677,372 $1,131,830 $534,890 $5,579 $149,285 $318,051
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation on assets
held, sold, or distributed to
participants (Note 2) 7,302,359 - 2,224,977 12,569 655,352 632,961
----------- ----------- ----------- ----------- ----------- ----------
Contributions (Note 3):-
Employee 4,678,222 1,231,989 1,171,510 34,857 562,894 591,095
Employer 2,930,988 - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 7,609,210 1,231,989 1,171,510 34,857 562,894 591,095
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (Note 5) (4,304,366) (1,514,102) (758,196) (23,439) (329,860) (291,322)
----------- ----------- ----------- ----------- ----------- ----------
Forfeitures 21 (17,260) (10,177) - (5,582) (6,831)
----------- ----------- ---------- ----------- ----------- ----------
Rollovers (Note 1) 4,001,971 132,173 397,040 70,829 1,045,602 1,374,363
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options
(Note 8) - (1,534,429) 368,703 180,306 (383,184) 1,646,477
----------- ----------- ----------- ----------- ----------- ----------
Increase (decrease) in net assets
available for benefits during the year 17,286,567 (569,799) 3,928,747 280,701 1,694,507 4,264,794
Net assets available for benefits
at beginning of year 46,759,190 19,019,102 7,478,864 - 3,649,987 1,497,723
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $64,045,757 $18,449,303 $11,407,611 $280,701 $5,344,494 $5,762,517
=========== =========== =========== =========== =========== ==========
See Notes to Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995 - Concluded
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY
RETIREMENT CORESTATES
GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS
MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED LOAN
FUND CONTRAFUND FUND COMMON STOCK STOCK FUND FUND
----------- ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends (Note 2) $83,083 $213,392 $16,800 $48,248 $13,816 $162,398
----------- ----------- ----------- ------------ ----------- -----------
Net appreciation on assets
held, sold, or distributed
to participants (Note 2) - 201,371 17,451 300,962 3,256,716 -
----------- ----------- ----------- ------------ ----------- -----------
Contributions (Note 3):
Employee 257,103 338,118 57,302 - 433,354 -
Employer (206,693) - - - 3,137,681 -
----------- ----------- ----------- ------------ ----------- -----------
Total contributions 50,410 338,118 57,302 - 3,571,035 -
----------- ----------- ----------- ------------ ----------- -----------
Distributions to participants (Note 5) (65,524) (94,993) (16,644) (821) (1,013,311) (196,154)
----------- ----------- ----------- ------------ ----------- -----------
Forfeitures 199,432 (542) - - (159,019) -
----------- ----------- ---------- ------------ ----------- -----------
Rollovers (Note 1) 407,338 345,017 204,931 - 24,678 -
----------- ----------- ----------- ------------ ----------- -----------
Transfers among investment options
(Note 8) (127,430) 1,200,613 75,987 (3,789) (1,670,142) 246,888
----------- ----------- ----------- ------------ ----------- -----------
Increase (decrease) in net assets
available for benefits during the year 547,309 2,202,976 355,827 344,600 4,023,773 213,132
Net assets available for benefits
at beginning of year 983,032 636,156 45,292 656,361 10,676,258 2,116,415
----------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits
at end of year $1,530,341 $2,839,132 $401,119 $1,000,961 $14,700,031 $2,329,547
=========== =========== =========== ============ =========== ===========
See Notes to Financial Statements.
</TABLE>
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<PAGE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- -----------------------------------------------------------------------------
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 complies with the Tax Reform
Act of 1986. The Plan was amended and completely restated effective
January 1, 1994, primarily to clarify existing plan features and to effect
administrative changes. 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 Mortgage Corporation of PA
(successor by merger of GMAC Mortgage Corporation of Iowa)
Residential Funding Corporation
GMAC Commercial Mortgage Corporation
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 qualified defined
contribution plan. Former RMC employees are vested in accordance with the
Plan's vesting schedule and their original dates of hire.
Effective October 1, 1995, Residential Funding Corporation acquired a
division of Mortgage Services of America ("MSA"). As a result of the
acquisition, $411,770 was rolled over into the Plan. Former employees of
MSA are vested in accordance with the Plan's vesting schedule and their
original dates of hire.
On October 1, 1996, GMAC Commercial Mortgage Corporation acquired the
Hanford Healy Companies ("Hanford Healy"). Former employees of Hanford
Healy were given the opportunity to roll over funds into the Plan. They
are vested in accordance with the Plan's vesting schedule and their
original dates of hire.
The Plan is sponsored and administered by the Company. At December 31,
1996 and 1995, all assets were held in trust at Fidelity Management Trust
Company, Inc.
A general description of the 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.
- 12 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
2. SUMMARY OF 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.
3. CONTRIBUTIONS TO THE PLAN
Annual additions to an Employee's account are subject to certain
limitations imposed by 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 $9,500 and $9,240 for the
years ended December 31, 1996 and 1995, respectively). 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 in cash up
to 6% of compensation to an annual limit of $3,000. Based on the
Employee's election, such contributions can be directed to any of several
investment funds or options (see Note 7). Employees may elect to change
contribution elections daily. On May 8, 1997, the Pension Committee
approved increasing the contribution level from the current 9% to 12%,
effective July 1, 1997.
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%
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.
- 13 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
5. DISTRIBUTIONS
Participants may withdraw their vested assets at any time after
termination 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
Participants can direct the Plan Trustee to make investments of Employee
contributions in the Investment Options described below:
FIDELITY 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.
FIDELITY 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.
FIDELITY OVERSEAS FUND - The fund seeks long term capital growth primarily
through investments in foreign securities. Investments may include common
stock, securities convertible to common stock and debt instruments. Due to
currency fluctuations and the political and economic uncertainties
associated with foreign investments, the risks and potential rewards
relating to this fund are greater than funds which purchase U.S.
investments.
FIDELITY 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.
FIDELITY 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, domestic and multinational companies.
FIDELITY 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.
- 14 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
FIDELITY CONTRAFUND - The fund seeks long-term capital appreciation by
investing mainly 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.
FIDELITY GINNIE MAE FUND - The fund seeks a high level of current income
by investing primarily in Government National Mortgage Association (Ginnie
Mae) securities and other securities that are guaranteed by the full faith
and credit of the U.S. Government and private issuers. 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.
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.
Beginning January 1, 1997, participants can also direct the Plan Trustee
to make investments of employee contributions in the Investment Options
described below:
FIDELITY SMALL CAP STOCK FUND - The fund seeks capital appreciation by
investing mainly in equity securities of companies with small market
capitalizations believed to be undervalued compared to others in their
industry. The fund may also invest in all types of equity securities and
may invest a portion of its assets in the stock of companies with larger
capitalizations.
FIDELITY OTC PORTFOLIO - The fund seeks capital appreciation by investing
mainly in equity securities traded on the over-the-counter market.
FIDELITY PURITAN FUND - The fund seeks high income with preservation of
capital and the potential for growth of capital. It invests in a broadly
diversified portfolio of high-yielding equity and debt securities.
Beginning July 1, 1997, participants can also direct the Plan Trustee to
make investments of Employee contributions in the Investment Option
described below:
FIDELITY FREEDOM FUNDS - These funds provide investment diversity based on
the projected years to retirement. A participant can choose the fund
tailored to their retirement specification. These funds eliminate the need
for the investor to determine the asset allocation.
During 1996 and 1995, contributions to each participant's Matching Account
are invested in the GM Unitized Stock Fund.
For 1996 and 1995, 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.
- 15 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
The number of participants in each Investment Fund or Option as of
December 31, 1996 and 1995 is shown below. The sum of participation 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.
<TABLE>
<CAPTION>
Option 1996 1995
------ ---- ----
<S> <C> <C>
Fidelity Managed Income Fund 1,447 1,536
Fidelity Growth & Income Fund 1,912 1,484
Fidelity Overseas Fund 373 136
Fidelity Asset Manager Fund 1,052 927
Fidelity Magellan Fund 1,277 946
Fidelity Retirement Government Money Market Fund 625 534
Fidelity Contrafund 1,021 557
Fidelity Ginnie Mae Fund 229 163
CoreStates Financial Corp. Common Stock 24 25
GM Unitized Stock Fund 2,791 2,420
</TABLE>
The number of units credited to participants, including non-vested, and
the net asset value (NAV) of each unit at December 31, 1996 and 1995 are
as follows:
<TABLE>
<CAPTION>
1996 1995
Number NAV Per Number NAV Per
of Units Unit of Units Unit
-------- ------- -------- -------
INVESTMENT
Fidelity Managed Income
<S> <C> <C> <C> <C>
Fund 18,548,685 $1.000 18,449,303 $1.000
Fidelity Growth & Income
Fund 560,873 30.730 421,723 27.050
Fidelity Overseas Fund 35,470 30.840 9,656 29.070
Fidelity Asset Manager
Fund 380,277 16.470 337,192 15.850
Fidelity Magellan Fund 86,220 80.650 67,022 85.980
Fidelity Retirement Gov't
Money Market Fund 2,060,612 1.000 1,530,341 1.000
Fidelity Contrafund 143,198 42.150 74,675 38.020
Fidelity Ginnie Mae Fund 43,607 10.700 36,834 10.890
CoreStates Financial Corp. 24,718 51.875
Common Stock 26,138 37.875
GM Unitized Stock Fund 1,530,258 11.370 1,404,014 10.470
</TABLE>
- 16 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
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, 1996, there were approximately $2,170,000 and
$1,289,000 of new borrowings and principal repayments, respectively. At
December 31, 1996, there were 611 loans outstanding with an average
balance and interest rate of $4,971 and 9.54%, respectively. At December
31, 1995, there were 548 loans outstanding with an average balance and
interest rate of $4,251 and 8.93%, respectively.
Four 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). One of the employees 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, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
New Loans $12,908 $5,500
Principal Repayments 8,291 6,164
Average Balance at December 31 4,302 3,894
Average Rate 9.875% 8.818%
</TABLE>
9. PLAN STATUS
The Plan obtained its latest determination letter on July 13, 1995 in
which the Internal Revenue Service stated that the Plan, subject to the
adoption of several technical amendments, was in compliance with the
applicable requirements of the Internal Revenue Code. The Plan adopted the
technical amendments on August 9, 1995 to comply with the requirements
noted in the most recent determination letter. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
Temporary employees do not normally qualify for benefits due to the
expected tenure of their employment. However, from 1993 to 1996, certain
temporary employees qualified for Plan benefits as a result of working in
excess of 1,000 hours for the eligibility computation period. Due to an
administrative error, these employees were not given the opportunity to
participate in the Plan. As a result, the Company has filed for relief
with the Internal Revenue Service under the Standardized Voluntary
Compliance Resolution Procedure ("SVP") and will make contributions
required to obtain relief under SVP. The Company has developed an estimate
of the potential additional contributions which are not material to the
Plan.
- 17 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
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 $188,000 and $141,000 during the years ended December 31,
1996 and 1995, respectively. The administrative expenses relating to the
funds are paid directly by the participants from the fund's assets and are
factored into the net asset value.
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, 1996 and 1995,
the Plan had the following GM stock transactions:
1996 1995
---- ----
Total dollar amount of purchases $4,876,162 $3,449,266
Total dollar amount of sales 3,069,593 2,417,346
- 18 -
<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
Current
Identity of Issue Description Cost Value
- --------------------------------------- --------------------------------------- ----------- -----------
<S> <C> <C> <C>
Participant Loans (Interest rates from
7.25% to 10.25%) $ 3,037,001 $ 3,037,001
Fidelity Management Trust Company, Inc.
Manager Income Fund Stable Value Fund (2) 18,548,685 18,548,685
Fidelity Management Trust Company, Inc.
Growth and Income Fund Growth & Income Fund (2) 14,021,589 17,235,628
Fidelity Management Trust Company, Inc.
Overseas Fund International Growth Fund 1,067,089 1,093,892
Fidelity Management Trust Company, Inc.
Asset Manager Fund Asset Allocation Fund (2) 5,868,220 6,263,167
Fidelity Management Trust Company, Inc.
Magellan Fund Growth Fund (2) 6,672,187 6,953,652
Fidelity Management Trust Company, Inc.
Retirement Government Money Market Fund Money Market Fund 2,060,612 2,060,612
Fidelity Management Trust Company, Inc.
Contrafund Growth Fund (2) 5,429,548 6,035,788
Fidelity Management Trust Company, Inc.
Ginnie Mae Fund Income Fund 460,147 466,590
Fidelity Management Trust Company, Inc.
General Motors Unitized Stock Fund Common Stock Fund (1)(2) 13,770,129 17,399,038
Corestates Financial Corp.
Common Stock Common Stock 325,343 1,282,257
---------- ----------
TOTAL $ 71,260,550 $ 80,376,310
========== ==========
(1) Party-in-interest
(2) Individual investment represents 5% or more of the Plan's net assets.
- 19 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Total Total Market
Total Dollar Total Dollar Historical Value at
Number of Value of Number of Value of Cost Date of Net Gain
Identity of Party Description Purchases Purchases Sales Sales of Asset Transaction or (Loss)
- -------------------- ------------------ --------- --------- -------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SERIES REPORTABLE TRANSACTIONS
Fidelity Mgmt. Trust
Company. Inc. Managed Income Fund 211 $ 4,819,670 $ - $ 4,819,670 $ 4,819,670 $ -
Fidelity Mgmt. Trust
Company. Inc. Managed Income Fund - 224 4,720,288 4,720,288 4,720,288 -
Fidelity Mgmt. Trust
Company. Inc. Growth & Income Fund 239 6,240,563 - 6,240,563 6,240,563 -
Fidelity Mgmt. Trust
Company. Inc. Magellan Fund 238 3,470,324 - 3,740,324 3,740,324 -
Fidelity Mgmt. Trust
Company. Inc. Contrafund 226 3,709,397 - 3,709,397 3,709,397 -
General Motors Corp. General Motors Unitized
Stock Fund 245 5,394,049 - 5,394,049 5,394,049 -
General Motors Corp. General Motors Unitized
Stock Fund - 241 4,143,419 3,457,834 4,143,419 685,585
</TABLE>
- 20 -
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 May 23,
1997 appearing in this Annual Report on Form 11-K of The GMAC Mortgage
Corporation Savings Incentive Plan for the year ended December 31, 1996.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 26, 1997
- 21 -
