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
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ACT OF 1934
For the fiscal year ended December 31, 1999
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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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 GROUP SAVINGS INCENTIVE PLAN
(formerly GMAC Mortgage Corporation Savings Incentive Plan)
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(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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(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
300 Renaissance Center
Detroit, Michigan 48265-3000
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<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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Page No.
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The GMAC Mortgage Group Savings Incentive Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998 ............................ 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and 1998 5
Notes to Financial Statements ........................... 6
Supplemental schedule at December 31, 1999
and for the year then ended:
Schedule H, Item 4i - Schedule of Assets Held for
Investment Purposes, December 31, 1999............... 20
Schedules required under the Employee Retirement Income Security Act of
1974, other than the schedule listed above, are omitted because of the absence
of the conditions under which such schedules are required or because such
schedules have been previously submitted to the Department of Labor.
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Auditors ................ 22
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 GROUP
SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE
CORPORATION SAVINGS INCENTIVE
PLAN)
-----------------------------
(Name of Plan)
Date June 27, 2000 By
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/s/David C. Walker
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(David C. Walker,
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
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<PAGE>
INDEPENDENT AUDITORS' REPORT
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To the Trustees and Participants of
The GMAC Mortgage Group Savings Incentive Plan
Horsham, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of The GMAC Mortgage Group Savings Incentive Plan (formerly the GMAC Mortgage
Corporation Savings Incentive Plan) (the "Plan") as of December 31, 1999 and
1998, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. Such supplemental schedule has been subjected to the auditing
procedures applied in our 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 2, 2000
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN (FORMERLY GMAC MORTGAGE
CORPORATION SAVINGS INCENTIVE PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1999 and
1998.
1999 1998
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Assets:
Investments (Note 11) $240,622,785 $161,501,520
Loans Receivable 5,353,513 4,410,987
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NET ASSETS AVAILABLE FOR BENEFITS $245,976,298 $165,912,507
=========== ===========
See Notes to Financial Statements.
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN (FORMERLY GMAC MORTGAGE
CORPORATION SAVINGS INCENTIVE PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 1999 and 1998.
1999 1998
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Interest and dividends $15,640,233 $8,287,865
Net appreciation in the fair
value of investments(Note 11) 16,760,711 18,039,486
Contributions:
Employee 24,910,114 16,762,249
Employer - gross 11,387,228 7,509,976
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Total contributions 36,297,342 24,272,225
Distributions to participants (11,754,600) (7,793,345)
Transfers from Prior Plans 12,300,315 6,472,238
Rollovers 10,819,790 5,793,167
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Increase in net assets available
for benefits during the year 80,063,791 55,071,636
Net assets available for benefits
at beginning of year 165,912,507 110,840,871
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Net assets available for benefits
at end of year $245,976,298 $165,912,507
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See Notes to Financial Statements.
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. INFORMATION CONCERNING THE PLAN
The GMAC Mortgage Group Savings Incentive Plan (formerly GMAC Mortgage
Corporation Savings Incentive Plan)(the "Plan") was adopted by action of
the Board of Directors of GMAC Mortgage Group, Inc. (the "Group") on April
30, 1986. The Plan was restated effective January 1, 1998, and amended as
of November 29, 1999 with an effective date of January 1, 1999, 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 Group, 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 ("GMAC Mortgage")
GMAC Residential Funding Corporation ("GMAC-RFC")
GMAC Commercial Mortgage Corporation ("GMAC Commercial Mortgage")
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
<TABLE>
Acquisitions by the Group and subsidiaries affecting the Plan:
<CAPTION>
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1998
GMAC Mortgage
Wells Fargo Company 06/01/1998 Net Assets 350 Trust to Trust $6,472,000
Better Homes &
Gardens Real Estate
Services Company 07/01/1998 Net Assets 130 Rollover
Argonaut Relocation
Services Company 10/01/1998 Net Assets 120 Rollover
GMAC-RFC
Main America Capital
Company 06/05/1998 Net Assets 16 Rollover
GMAC Commercial Mortgage
McCracken Financial
Services 06/01/1998 Net Assets 44 Rollover
</TABLE>
See Notes on page 10.
- 7 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
<TABLE>
Acquisitions by the Group and subsidiaries affecting the Plan:
<CAPTION>
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999
GMAC Mortgage
Carlson Real Estate
Company (6) 12/03/1998 Stock 230 Trust to Trust $637,000
Norwood Real Estate
Company (6) Net Assets
Landry, Lyons & Whyte
Company (6) Net Assets
Morrell & Associates
Company 12/14/1998 Stock 38 Trust to Trust 195,000
DiTech Funding Corp. 04/01/1999 Net Assets 638 (5)
Bay Village 05/28/1999 Net Assets 34 Rollover
Kinlin Grover 05/28/1999 Net Assets 14 Rollover
TRAC/Windham 06/15/1999 Net Assets 90 Trust to Trust 1,084,000
CHA Relocation 07/02/1999 Stock 100 Trust to Trust 1,634,000
Dallamora 07/29/1999 Net Assets 21 Rollover
GMAC-RFC
Capstead, Inc. 12/31/1998 Net Assets 291 Rollover
Triad Financial
Services, Inc. 03/01/1999 Net Assets 218 Rollover
American Financial
Consultants LLC 05/01/1999 Net Assets 64 Rollover
Dynex 11/10/1999 Net Assets 9 Rollover
GMAC Commercial Mortgage
Newman and Associates
Company 07/01/1998 Stock 60 Trust to Trust 8,750,000
Bristol Realty
Counselors 01/08/1999 Net Assets 6 Rollover
Quantum Financial
Services 04/30/1999 Net Assets 5 Rollover
Allan D. Dannat &
Company 08/03/1999 Stock 6 (5)
</TABLE>
See Notes on page 10.
- 8 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
<TABLE>
Acquisitions by the Group and subsidiaries affecting the Plan:
<CAPTION>
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2000
GMAC Mortgage
Koening & Strey 08/12/1999 Stock 200 Trust to Trust 2,098,000
Pacific Union Real
Estate Group 03/01/2000 Stock 150 Trust to Trust 1,300,000
Hammond Residential
Real Estate 03/13/2000 Net Assets 70 Rollover
GHS New York Metro Inc.04/14/2000 Net Assets 72 Rollover
</TABLE>
See Notes on page 10.
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
Notes:
(1) Trust to Trust transfers involve mapping the funds from the former
entity's plan to the Group's current plan. Funds are directly
transferred from the former entity's trustee to the Group's trustee.
(2) Rollovers afford the former entity's plan participants the
opportunity to roll their funds into the Group's Plan. Participants
are eligible to rollover to the Group's Plan as of the entity's
acquisition date.
In all types of transfers, employees of the former entity are vested in
accordance with the Plan's vesting schedule and their original dates of
hire, except where noted.
(3) Approximate amount of assets to be transferred in a Trust to Trust
transfer is noted above. No amount is disclosed for Rollovers as
participants are not required to roll funds over to the Plan.
(4) Acquisitions affecting the 1999 plan year are included in the
activity noted within the statement of changes of net assets
available for benefits.
(5) Prior to their acquisition by the Group, DiTech Funding Corporation
and Allan D. Dannat & Company employees did not participate in a
401(k) plan. Upon acquisition, employees of the former DiTech Funding
Corporation and Allan D. Dannat & Company were eligible for
participation in the Group's Plan. Employees will be vested in
accordance with the Plan's vesting schedule and their original dates
of hire.
(6) Former employees of Carlson Real Estate Company, Norwood Real Estate
Company, and Landry, Lyons & Whyte Company are vested in accordance
with their former plan's vesting schedule and their original dates of
hire.
The Plan is sponsored and administered by the Group. At December 31, 1999
and 1998, all assets were held in trust at Fidelity Management Trust
Company.
A general description of the Plan provisions is incorporated in the notes
that follow. Participants should refer to the Plan document for a complete
description of the Plan provisions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the plan are prepared under accounting
principles generally accepted in the United States of America using the
accrual method of accounting. 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. Assets are invested in common
stocks, mutual funds and pooled separate accounts are carried at quoted
market price. Participant loans are valued at cost, which approximates
fair value.
. Net appreciation in fair value of investments is computed based on the
fair value of investments at the beginning of the Plan year compared
with the fair value of investments at the end Plan Year.
- 10 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
. 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.
. Distributions are recorded when paid.
. The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results may
differ from those estimates.
In 1999, the Plan adopted Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters, which simplifies disclosures for certain investments.
As a result, a reclassification of the 1998 financial statements has been
made to eliminate the "by-fund" disclosures.
Reclassifications - Certain prior year amounts have been reclassified to
conform to the current year's presentation.
3. CONTRIBUTIONS TO THE PLAN
Annual additions to a participant's account are subject to certain
limitations imposed by the Plan and the Internal Revenue Code of 1986, as
amended ("the Code"). Employees may elect to contribute to the Plan on a
pre-tax basis, in even multiples of 1% of base compensation, up to 12% of
compensation (subject to a limit of $10,000 for the years ended December
31, 1999 and 1998). The participant contribution limitation is evaluated
annually to determine if an adjustment for cost of living increases to the
extent permitted by the Code. The Group will match a participant's
contribution in cash up to 6% of compensation, to an annual limit of
$3,000. Employer contributions are made to the General Motors Unitized
Stock Fund. Based on the participant's election, participant contributions
can be directed to any of several investment funds or options (see Note
7). Participants may elect to change contribution elections daily and are
permitted to change allocations among funds or transfer balances between
funds, in 1% increments daily.
4. VESTING
Two pre-tax basis accounts are maintained for each participant. The Salary
Reduction Account consists of a participant's contributions and is fully
vested. The Matching Account consists of the Group's contributions. A
participant's Matching Account vested balance is 20% after one year of
credited service and increases 20% per year thereafter until fully vested.
Although it has not expressed any intent to do so, the Group has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, each participant's Matching Account becomes fully vested
to the extent of the amount in the participant's Matching Account.
- 11 -
<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
5. DISTRIBUTIONS
A participant may withdraw his or her vested assets at any time after
termination of employment subject to an excise tax penalty if withdrawn
prior to age 59 1/2. Prior to termination of employment, the assets may
only be withdrawn because of disability or financial hardship. A
participant may elect to receive his or her withdrawal in either a
lump-sum payment, by purchase of various annuities or over various periods
of time. A participant may also elect a distribution of shares of stock to
the extent shares have been credited to his or her account. A participant
also has the option of borrowing against his or her vested balance 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
Upon termination, the nonvested portion of the participant's Matching
Account is forfeited. Participant forfeitures are used to reduce
subsequent Group contributions.
7. INVESTMENT FUNDS OR OPTIONS
Participants may direct the plan trustee to make investments of
participant contributions in the investment options described below:
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 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 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 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.
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 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.
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
Fidelity OTC Portfolio Fund - The fund seeks capital appreciation by
investing mainly in equity securities traded on the over-the-counter
market.
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 Blue Chip Fund - The fund seeks long-term capital appreciation.
The fund normally invests at least 65% of assets in common stocks issued
by blue-chip companies. These companies are defined as companies with
market capitalizations of at least $200 million, if the company's stock is
included in the S&P 500 or the Dow Jones Industrial Average, or $1 billion
if not included in either index.
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.
Fidelity Spartan U.S. Equity Index Fund - The fund seeks to provide
investment results that correspond to the total return (i.e., the
combination of capital changes and income) performance of common stocks of
companies publicly traded in the United States. The fund invests at least
80% of assets in common stocks included in the S&P 500, which broadly
represents the performance of stocks publicly traded in the United States.
The fund may also lend securities to earn income for the fund.
Fidelity Small Cap Stock Fund - The fund seeks capital appreciation by
investing mainly in equity securities of companies with small market
capitalization 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
capitalization.
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.
Fidelity U.S. Bond Index Fund - The fund seeks to provide investment
results that correspond to the total return of the bonds in the Lehman
Brothers Aggregate Bond Index. Under normal conditions, the fund will
invest at least 80% of its assets in bonds included in the Aggregate Bond
Index.
- 13 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
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. Five Fidelity Freedom
Funds are included in the plan. Fidelity Freedom Income Fund, Fidelity
Freedom 2000, Fidelity Freedom 2010, Fidelity Freedom 2020, and Fidelity
Freedom 2030.
General Motors Unitized Common Stock Fund - The objective is to provide a
General Motors 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. During 1999 and 1998,
contributions to each participant's Matching Account are invested in the
GM Unitized Common Stock Fund.
Delphi Automotive Unitized Common Stock Fund - Effective May 28, 1999 GM
declared a special dividend which equaled participants receiving .70
shares of common stock of Delphi Automotive Systems (Delphi) for every
share held of GM $1-2/3 par value common stock. Since the Plan holds
shares of the GM $1-2/3 par value common stock through its GM Unitized
Common Stock Fund, Plan participants were eligible to receive shares of
Delphi Automotive common stock. Such exchange to the Plan was recorded as
a stock dividend and totaled approximately $6.9 million.
This exchange required the addition of Delphi Automotive Unitized Common
Stock Fund which will remain as an investment option through May 28, 2002;
however, no further contributions or exchanges from any other investment
options into the Delphi Automotive Unitized Common Stock Fund will be
permitted during that time. Dividends, if any, paid on Delphi common stock
held will be transferred into the Fidelity Retirement Government Money
Market Fund.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all assets of this
fund. The value of each participant's account is determined each business
day by the number of units to the participant's credit, multiplied by the
current unit value. The return on a participant's investment is based on
the value of units, which, in turn, is determined by the market price of
the Delphi common stock, the amount of any dividends paid thereon, and any
interest earned on short-term investments held by the fund.
First Union Financial Corp. Common Stock - The 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.
- 14 -
<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
Raytheon Unitized Common Stock Fund - Effective December 17, 1997, GM
spun-off the defense electronics business of Hughes Electronics, a GM
subsidiary (Hughes Defense), to holders of $1-2/3 par and Class H common
stock, which was immediately followed by the merger of Hughes Defense with
Raytheon Company. In connection with the above transaction, Raytheon Class
A common stock was distributed to holders of GM $1-2/3 par value and Class
H common stocks. Plan participants holding Class H Common Stock Fund units
were allocated approximately .81 units of Raytheon Class A units for each
unit of GM Class H held. Plan participants holding GM $1-2/3 par value
Common Stock Fund units were allocated approximately .08 units of Raytheon
Class A units for each unit of GM $1-2/3 held. The determination of the
allocation ratio for units was based on the number of units held in the
Plan. Such exchange was recorded as a stock dividend and totaled
approximately $314 million of which $172 million and $142 million were
distributed to $1-2/3 par value common stockholders and Class H common
stockholders, respectively.
This exchange required the addition of Raytheon Unitized Common Stock Fund
which will remain as an investment option through December 31, 2000;
however, no further contributions or exchanges from any other investment
options into the Raytheon Unitized Common Stock Fund will be permitted
during that time. Dividends, if any, paid on Raytheon Class A common stock
held will be invested in an income fund investment option prior to
allocation to participant's accounts.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all assets of this
fund. The value of each participant's account is determined each business
day by the number of units to the participant's credit, multiplied by the
current unit value. The return on a participant's investment is based on
the value of units, which, in turn, is determined by the market price of
the Raytheon Class A common stock, the amount of any dividends paid
thereon, and any interest earned on short-term investments held by the
fund.
- 15 -
<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
The number of participants in each Investment Fund or Option as of
December 31, 1999 and 1998 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.
Option 1999 1998
------ ---- ----
Fidelity Growth & Income Fund 4,334 3,509
Fidelity Magellan Fund 3,980 2,698
Fidelity Contrafund 2,795 2,128
Fidelity Managed Income Fund 1,460 1,372
Fidelity Asset Manager Fund 1,371 1,330
Fidelity Retirement Government Money Market Fund 5,839 3,472
Fidelity OTC Portfolio Fund 1,436 702
Fidelity Overseas Fund 1,454 963
Fidelity Blue Chip Fund 1,191 -
Fidelity Puritan Fund 878 633
Fidelity Spartan U.S. Equity Index Fund 578 -
Fidelity Small Cap Stock Fund 839 683
Fidelity Ginnie Mae Fund 587 488
Fidelity U.S. Bond Index Fund 243 -
Fidelity Freedom Income Fund 65 39
Fidelity Freedom 2000 Fund 102 69
Fidelity Freedom 2010 Fund 281 191
Fidelity Freedom 2020 Fund 397 230
Fidelity Freedom 2030 Fund 485 255
GM Unitized Common Stock Fund 6,880 4,874
Delphi Automotive Unitized Common Stock Fund 5,253 -
First Union Financial Corp. Common Stock 21 22
Raytheon Unitized Common Stock Fund 2,481 2,889
- 16 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY 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, 1999, there were approximately $3,901,000 and
$2,393,000 of new borrowings and principal repayments, respectively. At
December 31, 1999, there were 981 loans outstanding with an average
balance and interest rate of $5,368 and 9.49%, respectively. At December
31, 1998, there were 818 loans outstanding with an average balance and
interest rate of $5,392 and 9.76%, respectively.
Three of the employees of the Group who serve on the Pension Committee
also have outstanding loans receivable. Loan activity for these
individuals for the years ended December 31, 1999 and 1998 is as follows:
1999 1998
---- ----
New Loans $52,468 $31,000
Principal Repayments 10,326 43,274
Average Balance at December 31 24,824 16,165
Average Rate 9.350% 9.875%
9. TAX STATUS
The Plan obtained its latest determination letter on July 13, 1995 in
which the Internal Revenue Service ("IRS") 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 letter. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
- 17 -
<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
10. RELATED PARTY TRANSACTIONS
Advisory, auditing and accounting services are paid for by the Group on
behalf of the Plan. Costs for such outside services amounted to
approximately $236,000 and $247,000 during the years ended December 31,
1999 and 1998, 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 Group. See Note 7 for certain financial
information. During the years ended December 31, 1999 and 1998, the Plan
had the following GM stock transactions:
1999 1998
---- ----
Total dollar amount of purchases $19,670,266 $11,460,372
Total dollar amount of sales 8,542,806 7,578,507
<TABLE>
11. SCHEDULE OF INVESTMENTS EXCEEDING 5% OF NET ASSETS
<CAPTION>
Identity of Issue 1999 1998
---- ----
<S> <C> <C>
Fidelity Management Trust Company
Growth and Income Fund (1,046,310 and 860,849
shares, respectively) $49,343,979 $39,461,334
Magellan Fund (230,261 and 161,533
shares, respectively) 31,460,616 19,516,469
Contrafund (415,332 and 296,086
shares, respectively) 24,928,203 16,814,738
Managed Income Fund (20,441,263 and 19,448,903
shares, respectively) 20,441,263 19,448,903
Asset Manager Fund (719,607 and 637,580
shares, respectively) 13,226,382 11,087,508
General Motors Unitized Common Stock Fund*
(2,606,352 and 2,003,279 shares, respectively) 41,936,205 31,010,764
* Nonparticipant-directed
</TABLE>
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<PAGE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
12. NONPARTICIPANT-DIRECTED INVESTMENTS
December 31,
1999 1998
---- ----
Net Assets:
Common stock $47,431,322 $32,036,278
December 31,
1999 1998
---- ----
Interest and dividends $1,407,032 $18,422
Net appreciation in
fair value of investments 4,786,113 5,451,970
Contributions:
Employee 1,216,106 924,351
Employer - net 11,465,057 7,512,065
---------- ---------
Total contributions 12,681,163 8,436,416
Distributions to
Participants (1,803,493) (1,324,181)
Rollovers 275,444 269,153
Transfers among investment
options (1,951,215) (3,674,467)
--------- ---------
Increase in net assets
available for
benefits during the year 15,395,044 9,177,313
Net assets available for
benefits at beginning of
the year 32,036,278 22,858,965
---------- ----------
Net assets available for
benefits at end of year $47,431,322 $32,036,278
========== ==========
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<PAGE>
<TABLE>
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
Schedule H, Item 4i -SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<CAPTION>
Current
Identity of Issue Description Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
<S> <C> <C> <C>
Participant Loans (Interest rates from
9% to 11%) $5,353,513 $5,353,513
Fidelity Management Trust Company
Growth and Income Fund (2) Growth & Income Fund 38,249,792 49,343,979
Fidelity Management Trust Company
Magellan Fund (2) Growth Fund 24,336,569 31,460,616
Fidelity Management Trust Company
Contrafund (2) Growth Fund 21,171,652 24,928,203
Fidelity Management Trust Company
Managed Income Fund (2) Stable Value Fund 20,441,263 20,441,263
Fidelity Management Trust Company
Asset Manager Fund (2) Asset Allocation Fund 12,329,336 13,226,382
Fidelity Management Trust Company
Retirement Government Money Market Fund Money Market Fund 11,791,792 11,791,792
Fidelity Management Trust Company
OTC Portfolio Fund Growth Fund 7,664,649 10,968,864
Fidelity Management Trust Company
Overseas Fund International Growth Fund 6,546,389 8,339,738
Fidelity Management Trust Company
Blue Chip Growth Fund Growth & Income Fund 4,117,026 4,697,551
Fidelity Management Trust Company
Puritan Fund Balanced Fund 2,977,958 2,891,214
Fidelity Management Trust Company
Spartan U.S. Equity Index Fund Growth Fund 2,308,834 2,545,084
Fidelity Management Trust Company
Small Cap Stock Fund Growth Fund 2,247,886 2,475,935
</TABLE>
-20 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
(FORMERLY GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN)
<TABLE>
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED
DECEMBER 31, 1999
<CAPTION>
Current
Identity of Issue Description Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
<S> <C> <C> <C>
Fidelity Management Trust Company
Ginnie Mae Fund Income Fund 2,098,351 2,024,510
Fidelity Management Trust Company
U.S. Bond Index Fund Bond Fund 852,390 820,688
Fidelity Management Trust Company
Freedom Income Fund Asset Allocation 173,801 178,423
Freedom 2000 Fund Asset Allocation 358,220 378,098
Freedom 2010 Fund Asset Allocation 1,619,982 1,818,848
Freedom 2020 Fund Asset Allocation 1,692,974 1,986,511
Freedom 2030 Fund Asset Allocation 1,718,092 2,079,657
Fidelity Management Trust Company
General Motors Unitized Common Stock Common Stock Fund 28,367,457 41,936,205
Fund (1)(2)
Fidelity Management Trust Company
Delphi Automotive Unitized Common Stock Common Stock Fund 4,198,053 5,054,199
Fund (1)
First Union Financial Corp.
Common Stock Common Stock 293,800 794,107
Raytheon Corp.
Raytheon Class A Unitized Common Stock Common Stock Fund 795,796 440,918
Fund (1)
----------- -----------
TOTAL $201,705,575 $245,976,298
=========== ===========
(1) Party-in-interest
(2) Individual investment represents 5% or more of the Plan's net assets.
</TABLE>
- 21 -
