UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 12, 2000
CAPITAL AUTO RECEIVABLES, INC.
=======================================================
(Exact name of registrant as specified in its charter)
Delaware 333-06039 38-3082892
=============================== =========== ===================
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
Corporation Trust Center
1209 Orange Street, Wilmington, DE 19801
===================================== ==========
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 302-658-7581
============
Items 1-4. Not Applicable.
Item 5. Other Events
On April 10, the registrant made available
to prospective investors a series term sheet
setting forth a description of the
collateral pool and the proposed structure.
Capital Auto Receivables Asset Trust 2000-1
will issue the following: Class A-1 _____%
Asset Backed Notes in the Aggregate
Principal Amount of $455,000,000, Class A-2
_____% Asset Backed Notes in the Aggregate
Principal Amount of $390,000,000, Class A-3
Asset Backed Notes in the Aggregate
Principal Amount of $319,000,000, Class A-4
____% Asset Backed Notes in the Aggregate
Principal Amount of $390,000,000, Class A-5
_____% Asset Backed Notes in the Aggregate
Principal Amount of $58,880,000, a Floating
Rate
<PAGE>
Initial Variable Pay Term Note in the
Aggregate Principal Amount of $515,138,000
and _____% Asset Backed Certificates with an
aggregate initial Certificate Balance of
$65,814,649.58. Only the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes,
the Class A-5 Notes and the Certificates are
being offered for sale. Capital Auto
Receivables, Inc. will initially retain
Certificates with an initial Certificate
balance of $658,649.58. The series term
sheet is attached hereto as Exhibit 99.
Item 6. Not applicable.
Item 7. Exhibits.
Exhibit 99. The following is filed as an Exhibit to this Report
under Exhibit 99.
Series Term Sheet dated April 10, 2000, with
respect to the proposed issuance of the
Class A-1 Asset Backed Notes, Class A-2
Asset Backed Notes, Class A-3 Asset Backed
Notes, Class A-4 Asset Backed Notes, Class
A-5 Asset Backed Notes and the Asset Backed
Certificates of Capital Auto Receivables
Asset Trust 2000-1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPITAL AUTO RECEIVABLES, INC.
========================================
(Registrant)
s/ WILLIAM F. MUIR
========================================
Dated: April 12, 2000 William F. Muir, Chairman of the Board
s/ JOHN D. FINNEGAN
========================================
Dated: April 12, 2000 John D. Finnegan, President and Director
TERM SHEET DATED APRIL 10, 2000
SUBJECT TO REVISION
CAPITAL AUTO RECEIVABLES ASSET TRUST 2000-1
$1,157,880,000 Asset Backed Notes, Class A
$65,814,649.58 Asset Backed Certificates
CAPITAL AUTO RECEIVABLES, INC.
Seller
GENERAL MOTORS ACCEPTANCE CORPORATION
Servicer
This document is a preliminary term sheet describing the structure, collateral
pool and additional aspects of Capital Auto Receivables Asset Trust 2000-1. We
have prepared this term sheet with the cooperation of General Motors Acceptance
Corporation. The information and assumptions we have provided in this term sheet
are preliminary and will be superseded by a prospectus supplement and by any
other information subsequently filed by us with the SEC or incorporated by
reference in the relevant registration statement. This term sheet also
supersedes any prior or similar term sheet. PLEASE SEE THE FOLLOWING PAGE FOR
MORE IMPORTANT INFORMATION ABOUT THIS TERM SHEET.
The Trust will issue the following classes of Notes and
Certificates:
<TABLE>
<CAPTION>
Class A Notes
Initial
A-1 A-2 A-3 A-4 A-5 Variable Pay
Notes(1) Notes Notes Notes Notes Term Note (1) Certificates
<S> <C> <C> <C> <C> <C> <C> <C>
Principal $455,000,000 $390,000,000 $319,000,000 $390,000,000 $58,880,000 $515,138,000 $65,814,649.58
Amount
Interest Rate One Month
LIBOR,
plus __%
Targeted Final October 2000 April 2001 October 2001 April 2002 April 2003 N/A N/A
Distribution
Date
Final March 2002 February November January 2005 September September September
Scheduled 2003 2003 2005 2005 2005
Distribution
Date
Price to Public N/A N/A
Underwriting N/A
Discount N/A
Proceeds to N/A N/A
Seller
(1) Not being offered hereby.
</TABLE>
CREDIT ENHANCEMENT
o Reserve Account, with an initial deposit of $75,687,226.45.
o The Certificates are subordinated to the Notes.
Joint Bookrunners
CHASE SECURITIES INC. MORGAN STANLEY DEAN WITTER
Co-Managers
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN
J.P. MORGAN & CO.
LEHMAN BROTHERS
<PAGE>
---------------------
IMPORTANT INFORMATION ABOUT THIS TERM SHEET
None of the joint bookrunners, co-managers, GMAC, the Issuer, the Seller or any
of their respective affiliates makes any representation as to the accuracy or
completeness of the information set forth in this term sheet. The information
contained in this term sheet only addresses some aspects of the applicable
security's characteristics and does not provide a complete assessment. So, the
information contained in this term sheet may not reflect the impact of all
structural characteristics of the security. Due to changes in circumstances, we
may modify the assumptions underlying the information set forth in this term
sheet, including structure and collateral, from time to time.
WE HAVE FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) RELATING TO THE
TRUST WITH THE SEC AND IT IS EFFECTIVE. WE HAVE ALSO FILED A BASE PROSPECTUS
DATED AUGUST 26, 1999 UNDER RULE 424(B). IN CONNECTION WITH THIS OFFERING, AFTER
THE SECURITIES HAVE BEEN PRICED AND ALL OF THE TERMS AND INFORMATION RELATED TO
THIS TRANSACTION ARE FINALIZED, WE WILL FILE WITH THE SEC A PROSPECTUS
SUPPLEMENT RELATING TO THE SECURITIES OFFERED BY THE TRUST. THIS COMMUNICATION
IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR WILL THERE BE
ANY SALE OF THE SECURITIES OF THE TRUST IN ANY STATE IN WHICH AN OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE THE REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF THAT STATE. A SALE OF THE SECURITIES OF THE TRUST
WILL NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THE FINAL
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. NEITHER THE SEC NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED
THAT THIS TERM SHEET, THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ANY
INVESTMENT DECISION BY YOU SHOULD BE BASED ON THE INFORMATION IN THE FINAL
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, WHICH WILL BE CURRENT AS OF THEIR
PUBLICATION DATES AND AFTER PUBLICATION MAY NO LONGER BE COMPLETE OR CURRENT.
YOU MAY OBTAIN A FINAL PROSPECTUS SUPPLEMENT AND A PROSPECTUS BY CONTACTING
CHASE SECURITIES INC. AT (212) 834-5018 OR MORGAN STANLEY DEAN WITTER AT (212)
761-8570.
---------------------
<PAGE>
[GRAPHIC?OMITTED]
<PAGE>
[GRAPHIC?OMITTED]
<PAGE>
You can find the definitions of all capitalized terms used below that are not
defined in this term sheet in the prospectus of Capital Auto Receivables, Inc.
dated August 26, 1999 and filed under Rule 424(b), pertaining to Capital Auto
Receivables Asset Trusts. A copy of the prospectus is available from the SEC.
The prospectus will be superseded by a final prospectus supplement and a
prospectus to be dated April __, 2000. Your investment decision should be based
solely on the information in the final prospectus supplement and the prospectus.
THE PARTIES
Issuer
Capital Auto Receivables Asset Trust 2000-1, a Delaware business trust formed by
the Seller, will issue five classes of Class A Notes, up to six classes of
Variable Pay Term Notes and a class of Certificates.
Seller
Capital Auto Receivables, Inc., a wholly-owned
subsidiary of GMAC, will be the Seller to the Trust.
Servicer
GMAC, a wholly-owned subsidiary of General Motors Corporation, will be the
Servicer for the Trust.
Indenture Trustee
Bank One, National Association
Owner Trustee
Bankers Trust (Delaware).
THE NOTES
Class A Notes
The Trust will issue the following Class A Notes:
CLASS AGGREGATE PRINCIPAL INTEREST
AMOUNT RATE
A-1 $455,000,000 _____%
A-2 $390,000,000 _____%
A-3 $319,000,000 _____%
A-4 $390,000,000 _____%
A-5 $58,880,000 _____%
Only the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class
A-5 Notes are offered hereby. The Class A-1 Notes will be sold in a private
placement and are not offered hereby.
Variable Pay Term Notes
o At the time of issuance of the Class A Notes,
the Trust will issue a Variable Pay Term Note
in an initial principal amount of
$515,138,000. The initial Variable Pay Term
Note will bear interest at a floating rate of
one-month LIBOR plus __%, except as
described below. The Seller will sell a 100%
participation interest in the initial Variable
Pay Term Note in a private placement. We
are not offering any interest in the initial
Variable Pay Term Note hereby.
o The Trust will be able to issue additional
Variable Pay Term Notes on the targeted final
distribution date for each class of the Class A
Notes. If issued, the proceeds will be
available to make payments of principal on
that targeted final distribution date.
<PAGE>
o Any additional Variable Pay Term Notes will
bear interest at a floating rate based on one-
month LIBOR, except as described below.
The spread over LIBOR for each additional
Variable Pay Term Note will be determined at
the time of issuance based on market
conditions but will not exceed 2.50%.
o If the interest rate swap described below is
terminated, the interest rate on the Variable Pay
Term Notes will automatically become a fixed rate of
___% per annum, which is the fixed rate payable by
the Trust under the interest rate swap.
o With respect to each targeted final distribution
date for a class of Class A Notes, subject to
the conditions to issuing additional Variable
Pay Term Notes described below, the Seller
will agree to offer to a commercial paper
facility administered by GMAC the right to
purchase a 100% participation interest in
additional Variable Pay Term Notes such that
the proceeds received by the Trust, together
with collections on the receivables, will be
sufficient to pay that class of Class A Notes in
full on that targeted final distribution date.
However, neither this commercial paper
facility nor any other person or entity is
obligated to purchase all or any portion of any
additional Variable Pay Term Notes or any
interest therein. As a result, we cannot assure
you that any additional Variable Pay Term
Notes will be sold or that the amount of
Variable Pay Term Notes sold will generate
proceeds sufficient to pay a class of Class A
Notes in full on its targeted final distribution
date.
o If sufficient Variable Pay Term Notes are not sold on
the targeted final distribution date for any class of
Class A Notes, then it is unlikely that the full principal
amount of that class of Class A Notes will be paid on
its targeted final distribution date.
o The principal amount of the Variable Pay
Term Notes that we may issue on any targeted
final distribution date is limited. After giving
effect to the issuance of Variable Pay Term
Notes and all payments on the Notes and the
Certificates on any targeted final distribution
date, the total principal amount of Notes and
Certificates outstanding cannot exceed the
total principal balance of the receivables held
by the Trust on the last day of the prior
month.
o We may not issue additional Variable Pay Term Notes if
the interest rate swap is terminated or an event of
default under the indenture governing the Notes has
occurred and is continuing.
Interest Payments
o The Trust will pay interest on the Notes monthly, on
the 15th day of each month, or on the next business day,
which we refer to as the "DISTRIBUTION DATE." The first
distribution date is May 15, 2000.
o The prospectus and the prospectus supplement will
describe how the available funds are allocated to
interest payments.
o The Trust will pay interest on all the Class A Notes
that we will offer under the prospectus supplement
based on a 360-day year consisting of twelve 30-day months.
o Interest payments on all Class A Notes and all Variable
Pay Term Notes will have the same priority.
<PAGE>
Principal Payments
o In general, the Trust will not make payments
of principal on any class of Class A Notes
until its targeted final distribution date. On the
targeted final distribution date for each class
of Class A Notes, the Trust will pay, to the
extent of available funds, the entire
outstanding principal balance of that class of
Class A Notes.
o Amounts available to pay principal on the
Notes on each distribution date that is not a
targeted final distribution date for any Class A
Notes will be applied to make principal
payments on the Variable Pay Term Notes.
On each distribution date, except after the
Notes have been accelerated following an
event of default as described in the prospectus
supplement, distributions with respect to the
Certificate balance on the Certificates will
also be made.
o The amount available to make principal
payments on each distribution date will be
based on the amount of collections and
defaults on the receivables during the prior
month. On the targeted final distribution date
for a class of Class A Notes, the proceeds
from the issuance of additional Variable Pay
Term Notes, if any, will also be available to
make principal payments. The prospectus and
the prospectus supplement will describe how
the available funds are allocated to principal
payments.
o If any class of Class A Notes is not paid in
full on its targeted final distribution date, on
each distribution date thereafter, until that
class of Class A Notes is paid in full, amounts
available to make principal payments on the
Notes will be applied to that class of Class A
Notes and the Variable Pay Term Notes pro
rata. If on two consecutive targeted final
distribution dates the corresponding targeted
classes of Class A Notes are not paid in full or
in the event the interest rate swap is
terminated, on each distribution date
thereafter, amounts available to make
principal payments on the Notes will be
applied to the Class A Notes and the Variable
Pay Term Notes pro rata. In such event,
payments on the Class A Notes will be made
sequentially, so that no principal payments
will be made on any class of Class A Notes
until all Class A Notes with a lower numerical
designation have been paid in full. For
example, the Class A-2 Notes will be paid in
full before any payments are made on the
Class A-3 Notes and the Class A-3 Notes will
be paid in full before any payments are made
on the Class A-4 Notes.
o The failure of the Trust to pay any class of Class A
Notes in full on its targeted final distribution
date will not constitute an event of default.
o On each distribution date after an event of
default occurs and the Notes are accelerated,
until the time when all events of default have
been cured or waived as provided in the
indenture, principal payments on each class of
the Class A Notes and the Variable Pay Term
Notes will be made ratably to all noteholders,
based on the outstanding principal balance of
each class of Notes.
o All unpaid principal on a class of Notes will be due on
the final scheduled distribution date for that class.
Failure to pay a class of Notes in full on its final
scheduled distribution date will result in an event
of default.
o When the total principal balance of the
receivables declines to less than 10% of the
total amount financed under the receivables,
the Servicer may purchase all of the
remaining receivables. If the Servicer
purchases the receivables, the outstanding
Class A-4 Notes and Class A-5 Notes, if any,
and Variable Pay Term Notes will be
redeemed at a price equal to their remaining
<PAGE>
principal balance plus accrued and unpaid
interest.
THE CERTIFICATES
o The Trust will issue Certificates with an aggregate
initial Certificate balance of $65,814,649.58.
o The Seller will initially retain Certificates with an
initial Certificate balance of $658,649.58.
Interest Payments
o The Trust will pay interest on the Certificates on each
distribution date.
o The Certificates will bear interest at _____% per
annum.
o The prospectus and the prospectus supplement will
describe how the available funds are allocated to
interest payments.
o The Trust will pay interest on the Certificates based
on a 360-day year consisting of twelve 30-day months.
Certificate balance
o On each distribution date, except after the
Notes have been accelerated following an
event of default, a pro rata portion, based on
the outstanding amount of Notes and
Certificates, of the amount available to make
principal payments will be applied to make
distributions with respect to the Certificate
balance.
Subordination
o If an event of default occurs and the Notes are
accelerated, no payments of interest on the
Certificates or distributions with respect to the
Certificate balance will be made until the Notes
are paid in full or the acceleration is rescinded.
Early Retirement of the Certificates
o When the total principal balance of the
receivables declines to 10% or less of the total
amount financed under the receivables, the
Servicer may purchase all of the remaining
receivables. If the Servicer purchases the
receivables, the outstanding Certificates, if
any, will be redeemed at a price equal to the
remaining Certificate balance plus accrued
and unpaid interest.
THE TRUST PROPERTY
o The primary assets of the Trust will be a pool
of fixed rate retail instalment sales contracts
used to finance the purchase of new and used
cars and light trucks. We refer to these
contracts as "RECEIVABLES", to the pool of
those receivables as the "RECEIVABLES POOL"
and to the persons who financed their
purchases with these contracts as "OBLIGORS."
The receivables in the Trust will be sold by
GMAC to the Seller, and then by the Seller to
the Trust. The Trust will grant a security
interest in the receivables and the other Trust
property to the Indenture Trustee on behalf of
the noteholders. The Trust property will also
include, with other specific exceptions
described in the prospectus:
o Monies received under the receivables on or
after a cut-off date of April 1, 2000
(we refer to this date as the "CUT-OFF DATE");
o Amounts held on deposit in trust
accounts maintained for the Trust;
o Security interests in the vehicles
financed by the receivables;
o Any recourse GMAC has against the
dealers from which it purchased the
receivables;
<PAGE>
o Any proceeds from claims on
insurance policies covering the
financed vehicles;
o The interest rate swap and contingent
assignment described below;
o Specified rights of the Seller under its
purchase agreement with GMAC; and
o All rights of the Trust under the related
transfer agreement with the Seller.
o The aggregate principal balance of the receivables on
the cut-off date was $2,193,832,649.58.
PRIORITY OF DISTRIBUTIONS
o The Trust will distribute available funds in the
following order of priority:
o servicing fee payments to the Servicer;
o net amount payable, if any, to the
swap counterparty described below;
o interest on the Notes;
o interest on the Certificates;
o principal on the Notes;
o principal on the Certificates; and
o deposits into the reserve account.
o If an event of default occurs and the Notes are
accelerated, the Trust will pay each class of
the Class A Notes and the Variable Pay Term
Notes in full, on a pro rata basis, before
making any interest payments on the
Certificates or any payments with respect to
the Certificate balance until all events of
default have been cured or waived as
provided in the indenture.
RESERVE ACCOUNT
o On the closing date, the Seller will deposit
$75,687,226.45 in cash or eligible
investments into the reserve account.
Collections on the receivables, to the extent
available for such purpose, will be added to
the reserve account on each distribution date
if the reserve account balance is below a
specified reserve amount. The specified
reserve amount will increase so long as any
funds are held in an accumulation account to
be described in the prospectus supplement.
o To the extent that funds from principal and
interest collections on the receivables are not
sufficient to pay the basic servicing fee, to
pay the net amount, if any, due to the swap
counterparty and to make required
distributions on the Notes and the Certificates,
the Trust will withdraw cash from the reserve
account for those purposes. Amounts on
deposit in the reserve account will not be
available, however, on the targeted final
distribution date for any class of Class A
Notes to the extent that the proceeds, if any,
from the sale of additional Variable Pay Term
Notes together with collections on the
receivables are insufficient to pay that class of
Class A Notes in full.
o On any distribution date, after the Trust pays
the total servicing fee and the swap
counterparty and makes all required
distributions on the Notes and the Certificates,
the amount in the reserve account may exceed
the specified reserve amount. If so, the Trust
will pay the excess to the Seller.
INTEREST RATE SWAP
o On the Closing Date, the Trust will enter into
an interest rate swap with Morgan Stanley
Capital Services Inc., as swap counterparty.
Morgan Stanley Dean Witter & Co. will
guarantee the obligations of the swap
counterparty under the interest rate swap.
o The swap counterparty, the Trust and GMAC will also
enter into a contingent assignment. Under the contingent
assignment, if the swap counterparty fails to perform
its obligations under the interest rate swap, or if
specified termination events occur, and as a result the
<PAGE>
interest rate swap would be terminated, GMAC will
assume the obligations of the swap counterparty under
the interest rate swap.
o Under the interest rate swap, the Trust will receive
monthly payments at a rate determined by reference to
LIBOR, which is the basis for determining the amount
of interest due on the Variable Pay Term Notes.
o Under the interest rate swap, on each
distribution date, the Trust will be obligated to
pay to the swap counterparty a fixed monthly
rate on a notional amount equal to the
aggregate outstanding balance of all Variable
Pay Term Notes. The swap counterparty will
be obligated to pay to the Trust a floating
interest rate based on LIBOR on the same
notional amount.
o Under the interest rate swap, the amount that
the Trust is obligated to pay to the swap
counterparty will be netted against the amount
that the swap counterparty is obligated to pay
to the Trust. Only the net amount payable will
be due from the Trust or the swap
counterparty, as applicable.
o If the interest rate swap is terminated, the
interest rate on the Variable Pay Term Notes
will automatically become a fixed rate equal
to the fixed rate payable by the Trust under
the interest rate swap and the Trust will no
longer be permitted to issue Variable Pay
Term Notes.
SERVICING FEES
o The Trust will pay the Servicer a monthly basic 1.00%
servicing fee as compensation for servicing the receivables.
o The Servicer will also be entitled to any late fees,
prepayment charges and other administrative fees
and expenses collected during the related month and
investment earnings on Trust accounts.
o The Trust will also pay the Servicer an additional
monthly servicing fee of up to 1.00% to the extent
described in the prospectus.
TAX STATUS
o In the opinion of Kirkland & Ellis, special tax
counsel:
o the Class A Notes will be
characterized as indebtedness for
federal income tax purposes, and
o the Trust will not be taxable as an
association or publicly traded partnership
taxable as a corporation, but instead
should be classified as a grantor trust
for federal income tax purposes.
The Certificates should therefore be trust certificates representing
equity interests in the Trust.
o Each noteholder, by the acceptance of a Note, will
agree to treat the Notes as indebtedness for federal,
state and local income and franchise tax purposes.
o Each certificateholder, by the acceptance of a trust
certificate, will agree to treat the trust certificates
as equity interests in the Trust for federal, state
and local income and franchise tax purposes.
ERISA CONSIDERATIONS
o Subject to additional considerations, an employee
benefit plan subject to the Employee Retirement Income
Security Act of 1974 may purchase the Class A Notes.
An employee benefit plan should consult with its counsel
before purchasing the Class A Notes.
<PAGE>
o Subject to additional considerations, the Certificates
may not be acquired by any employee benefit plan subject
to ERISA or by an individual retirement account.
RATINGS
o We will not issue the Class A Notes offered hereby
unless they are rated in the highest rating category
for long-term obligations (i.e., "AAA") by at least
one nationally recognized rating agency.
o We will not issue the Certificates unless they are
rated in the "A" category for long-term obligations
or its equivalent by at least one nationally recognized
rating agency.
o We cannot assure you that a rating agency will maintain
its rating if circumstances change. If a rating agency
changes its rating, no one has an obligation to
provide additional credit enhancement or restore the
original rating.
o A rating is not a recommendation to buy the
Class A Notes or the Certificates. The rating
considers only the likelihood that the Trust
will pay interest on time and will ultimately
pay principal in full or make full distributions
of the Certificate balance. The rating does not
consider the prices of the Class A Notes or the
Certificates, their suitability to a particular
investor or the timing of principal payments
or distributions of the Certificate balance. In
particular, the rating does not address whether
any class of Class A Notes will be paid in full
on its targeted final distribution date.
RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION, YOU, AS A PROSPECTIVE INVESTOR, SHOULD
CONSIDER THE FACTORS THAT ARE SET FORTH UNDER THE CAPTION "RISK FACTORS" IN THE
PROSPECTUS AND THAT WE WILL SET FORTH IN THE PROSPECTUS SUPPLEMENT.
<PAGE>
THE RECEIVABLES POOL
The receivables to be included in the receivables pool related to
the Notes were selected from GMAC's portfolio based on several criteria,
including that each receivable:
o has a first payment due date on or after June 1, 1998;
o was originated on or after April 1, 1998;
o has an original term of 9 to 60 months;
o provides for finance charges at an annual percentage
rate with the range specified in the second table below;
o as of the cut-off date, was not more than 29 days past due;
and
o satisfies the other criteria set forth in the prospectus.
Scheduled Interest Receivables represent 25% of the Aggregate
Principal Balance as of the cut-off date. The balance of the receivables are
Simple Interest Receivables. Receivables representing 58% of the Aggregate
Principal Balance as of the cut-off date were secured by new vehicles at the
time of origination. The balance of the receivables was secured by used vehicles
at the time of origination.
The following tables describe the receivables pool:
<TABLE>
<CAPTION>
COMPOSITION OF THE RECEIVABLES POOL
<S> <C> <C> <C>
Weighted Average Annual Percentage Rate of Receivables(1)................................ 11.18%
Aggregate Amount Financed................................................................ $2,193,832,649.58
Number of Contracts in Pool.............................................................. 153,160
Average Amount Financed.................................................................. $14,323.80
Weighted Average Original Maturity(2).................................................... 55.79 months
Weighted Average Remaining Maturity (Range).............................................. 50.19 months (6 to 59 months)
- --------
(1) Based on weighting by current balance and remaining term of each receivable.
(2) Based on weighting by the original principal balance of each receivable.
</TABLE>
<PAGE>
DISTRIBUTION BY ANNUAL PERCENTAGE RATE OF THE RECEIVABLES POOL
PERCENTAGE
OF AGGREGATE
ANNUAL PERCENTAGE NUMBER OF AMOUNT
RATE RANGE CONTRACTS AMOUNT FINANCED FINANCED
- ---------------------- -------------- ----------------- ------------
6.00% to 7.00% 943 $ 13,978,775.81 0.64%
7.01% to 8.00% 9,620 143,354,211.35 6.53%
8.01% to 9.00% 30,827 463,244,567.80 21.12%
9.01% to 10.00% 31,537 491,038,221.17 22.38%
10.01% to 11.00% 17,826 269,592,347.46 12.29%
11.01% to 12.00% 13,640 194,561,906.66 8.87%
12.01% to 13.00% 11,445 155,768,115.70 7.10%
13.01% to 14.00% 8,740 116,594,780.82 5.31%
14.01% to 15.00% 7,313 94,786,906.90 4.32%
15.01% to 16.00% 5,431 66,992,948.08 3.05%
16.01% to 17.00% 3,879 45,584,544.14 2.08%
17.01% to 18.00% 5,699 70,647,255.00 3.22%
18.01% to 19.00% 3,215 35,263,414.51 1.61%
19.01% to 20.00% 3,045 32,424,654.18 1.48%
--------- ----------------- -------
Total 153,160 $2,193,832,649.58 100.00%
-------------- ----------------- -----------
The receivables pool includes receivables originated in 46 states and
the District of Columbia. The following table sets forth the percentage of the
Aggregate Amount Financed in the states with the largest concentration of
receivables. No other state accounts for more than 5.00% of the Aggregate Amount
Financed.
PERCENTAGE OF
AGGREGATE
STATE(1) AMOUNT FINANCED
- -------- ---------------
Texas..................................... 19.15%
Florida................................... 7.83
California................................ 7.52
Michigan.................................. 5.94
Georgia................................... 5.28
- --------
(1) Based on billing addresses of the obligors on the receivables.
<PAGE>
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
The following table shows GMAC's experience in the United States for
(1) delinquencies on new and used retail car and light truck receivables, (2)
repossessions and (3) net losses relating to GMAC's entire vehicle portfolio
(including receivables previously sold by GMAC which it continues to service).
There can be no assurance that the delinquency, repossession and net loss
experience on the receivables will be comparable to that set forth below.
<TABLE>
<CAPTION>
NEW AND USED VEHICLE
CONTRACTS YEAR ENDED DECEMBER 31
-----------------------------------------------
1999 1998 1997 1996
---- ---- ---- ----
Total Retail Contracts
Outstanding at End of the
<S> <C> <C> <C> <C>
Period (in thousands)....................... 3,120 2,981 2,861 3,005
Average Daily Delinquency
31-60 Days............................... 2.18% 2.66% 3.24% 3.14%
61-90 Days............................... 0.14 0.18 0.23 0.22
91 Days or More.......................... 0.02 0.02 0.03 0.03
Repossessions as a Percent of
Average Number of
Contracts Outstanding.................... 2.07% 2.48% 3.21% 3.59%
Net Losses as a Percent of
Liquidations(1).......................... 1.12% 1.70% 2.30% 2.35%
Net Losses as a Percent of
Average Receivables(1)................... 0.58% 0.83% 1.31% 1.45%
- -----------
(1) Percentages based on gross accounts receivable including unearned income.
</TABLE>
The net loss figures above reflect the fact that GMAC had recourse
against dealers on a portion of its retail instalment sale
contracts. For each period above, this was less than 1.5% of the
portfolio at the end of the period. The percentage of the Aggregate
Amount Financed in the receivables pool with recourse to dealers is
less than 1.0%. GMAC applies the same underwriting standards to the
purchase of contracts without regard to whether dealer recourse is
provided. Based on its experience, GMAC believes that there is no
material difference between the rates of delinquency and
repossession on contracts with recourse against dealers as compared
to contracts without recourse against dealers. However, the net loss
experience of contracts without recourse against dealers is higher
than that of contracts with recourse against dealers because, under
its recourse obligation, the dealer is responsible to GMAC for
payment of the unpaid balance of the contract, provided GMAC retakes
the car from the obligor and returns it to the dealer within a
specified time.
