PROSPECTUS
$8,000,000,000
General Motors Acceptance Corporation
GMAC Demand Notes
The GMAC Demand Notes Program is designed to provide investors with a convenient
means of investing funds directly with GMAC. The Demand Notes pay a floating
rate of interest that is always above the most recent seven-day average yield
(simple) on taxable U.S. money market funds as published in the Money Fund
Report AveragesTM All Taxable. The interest rate is determined each Friday by
the GMAC Demand Notes Committee, with any change in the rate effective on the
following Monday.
The Demand Notes are unsecured debt obligations of GMAC and are not obligations
of or guaranteed by General Motors Corporation, the Processing Agent or any
other company. The Demand Notes are not represented by a certificate and have no
stated maturity. Your Demand Notes are redeemable by you on your demand.
The Demand Notes do not have the protection of the Federal Deposit Insurance
Corporation or any other insurance. An investment in the Program does not create
a checking, bank account or depositor relationship between you and GMAC or The
Northern Trust Company, the Processing Agent for the Program. The Program is not
subject to the requirements of the Investment Company Act of 1940 (including
diversification of investments) or the Employee Retirement Income Security Act
of 1974. The Demand Notes are not listed on any securities exchange and there is
no secondary market for the Demand Notes.
You may invest in the Demand Notes by completing the investment form
accompanying this prospectus and by sending your investment by one of the
methods described in this prospectus under the heading "How to Invest".
The Demand Notes are offered on a continuous basis and Demand Notes registered
on October 22, 1985 (Registration No. 2-99057), April 9, 1986 (Registration No.
33-4661), June 30, 1986 (Registration No. 33-6717), February 24, 1987
(Registration No. 33-12059), December 30, 1988 (Registration No. 33-26057),
October 17, 1989 (Registration No. 33-31596), June 9, 1998 (Registration No.
333-56431), and March 31, 2000 (Registration No. 333-33652) represent the
maximum aggregate principal amount of Demand Notes which are expected to be
offered for sale. No commissions are payable by GMAC on sales of the Demand
Notes. GMAC reserves the right to withdraw, cancel or modify the offer to sell
Demand Notes at any time without notice. GMAC has the sole right to accept
offers to purchase Demand Notes and may reject any proposed purchase of Demand
Notes.
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For information regarding:
the Program, please call 1-800-548-7923;
the current interest rate on the Demand Notes, please
call 1-800-426-8323;
an additional Prospectus, please call 1-888-271-4066 or
download from www.demandnotes.com.
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Please read the Prospectus carefully and retain for
future reference.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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April 10, 2000
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Table of Contents
Page
Summary............................................................. 3
Principal Executive Offices......................................... 5
Where You Can Find More Information................................. 5
Documents Incorporated By Reference................................. 5
Ratio of Earnings to Fixed Charges.................................. 5
Use of Proceeds..................................................... 5
Plan of Distribution................................................ 6
Description of the GMAC Demand Notes Program..................... 6
How to Invest....................................................... 8
How to Redeem....................................................... 10
The Indenture....................................................... 12
Optional Redemptions by GMAC........................................ 13
Modification, Suspension or Termination of Program.................. 15
Processing Agent.................................................... 15
Notices............................................................. 16
Taxes............................................................... 16
Legal Opinion....................................................... 17
Experts............................................................. 17
Summary
Issuer........................... General Motors Acceptance Corporation
Principal Executive Offices of 200 Renaissance Center, Detroit, Michigan 48265 (Tel. No. 313-556-5000).
GMAC
Title............................ Demand Notes.
Amount........................... Up to $8,000,000,000 aggregate initial offering price.
Investment Options............... o Check - see page 8;
o Wire Transfer - see page 8;
o Automatic Monthly or Periodic Charge from a bank account - see page 9;
o Direct Investment of an Entire Net Paycheck, Social Security, Annuity or
Pension Check or other regularly recurring check - see page 9; and
o GM Payroll and GM Pension deduction - see page 9.
Redemption Options............... o Writing a Check of $250 or more - see page 10;
o Wire Transfer of $1,000 or more - see page 11;
o Official Bank Check of $500 or more - see page 11; and
o Automatic Monthly or Quarterly Redemption of specified amounts - see page 12.
Status .......................... The Demand Notes are unsecured debt obligations of GMAC and rank
equally and ratably with all other unsecured indebtedness of GMAC
(other than obligations preferred by mandatory provisions of law).
Maturities ...................... The Demand Notes mature on demand.
Interest ........................ The Demand Notes pay a floating rate of interest that is always above the most
recent seven-day average yield (simple) on taxable U.S. money market funds as
published in the Money Fund Report AveragesTM All Taxable.* - see page 7.
Principal ....................... The principal amount of your Demand Notes is equal to the total amount of your
investments plus accrued and reinvested interest, less fees, if any, and your
redemptions.
Fees............................. Fees, if any, will be assessed only for checks written by you for insufficient
funds, stop payments requested by you, and checks written by you for less than
the $250 minimum requirement. - see page 8.
Processing Agent and
Correspondence Address......... The Northern Trust Company, P.O. Box 75919, Chicago, IL 60675-5919
Investments by Mail Address...... The Northern Trust Company, P.O. Box 75920, Chicago, IL 60675-5920
Redemption at Option of GMAC..... The Demand Notes may be redeemable by GMAC - see page 13.
Form of Demand Notes............. The Demand Notes are offered in the United States only. The Demand Notes
are not represented by a certificate.
Tax Status ...................... Interest earned on Demand Notes is subject to taxation by the United States and
is not exempt from taxation by other U.S. or non-U.S. taxing jurisdictions.
Backup withholding and information reporting may apply to certain U.S. persons.
Non-U.S. persons may be subject to U.S. Federal income tax and withholding may
apply in some cases unless certain certifications or statements are provided to
GMAC. Information reporting and backup withholding will generally not apply to
payments made to non-U.S. persons provided GMAC receives certain certifications
or statements. - see page 16.
Trustee ......................... U.S. Bank Trust National Association, 535 Griswold, Suite 550, Detroit, Michigan
48226, under an Indenture dated as of October 15, 1985, as amended.
Unless the context indicates, the words "GMAC", "we", "our", "ours", and "us"
refer to General Motors Acceptance Corporation.
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you different information or to make any additional representations. We are not
making an offer of any securities other than the Demand Notes. You should not
assume that the information appearing in this prospectus, as well as the
information incorporated by reference, is accurate as of any date other than the
date of this prospectus.
The distribution of this prospectus and the offering of the Demand Notes may be
restricted in certain jurisdictions. You should inform yourself about and
observe any such restrictions. This prospectus does not constitute, and may not
be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 200 Renaissance Center, Detroit,
Michigan 48265, and our telephone number is 313-556-5000.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports and other information with the
SEC. You may read and copy any reports or other information we file at the
public reference room of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also inspect our filings at the following Regional Offices
of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 233 Broadway, New York New York 10279. You may
also request copies of our documents upon payment of a duplicating fee, by
writing to the SEC's Public Reference Room. You may obtain information regarding
the Public Reference Room by calling the SEC at 1-800-SEC-0330. SEC filings are
also available to the public from commercial document retrieval services and
over the Internet at http://www.sec.gov. Reports and other information can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 (together with
all amendments and exhibits, the "registration statement") under the Securities
Act of 1933 with respect to the securities. This prospectus, which constitutes
part of the registration statement, does not contain all of the information set
forth in the registration statement. Certain parts of the registration statement
are omitted from the prospectus in accordance with the rules and regulations of
the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with them,
which means that we can disclose important information to you by referring you
to those documents, including our annual, quarterly and current reports, that
are considered part of this prospectus. Information that we file later with the
SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that we previously
filed with the SEC. These documents contain important information about GMAC and
its finances.
SEC Filings Period
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Annual Report on Form 10-K........... Year ended December 31, 1999
You may, at no cost, request a copy of the documents incorporated by reference
in this prospectus, except exhibits to such documents, by writing or telephoning
the office of G. E. Gross, Controller, at the following address and telephone
number: General Motors Acceptance Corporation, 200 Renaissance Center, Mail
Code: 482-B08-A36, Detroit, Michigan 48265 at 313-665-4327.
RATIO OF EARNINGS TO FIXED CHARGES
Years Ended December 31,
1999 1998 1997 1996 1995
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1.38 1.33 1.42 1.41 1.36
The ratio of earnings to fixed charges has been computed by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
the earnings and fixed charges of GMAC and its consolidated subsidiaries. Fixed
charges consist of interest and discount and the portion of rentals for real and
personal properties in an amount deemed to be representative of the interest
factor.
USE OF PROCEEDS
The proceeds from the sale of the Demand Notes will be added to the general
funds of GMAC and will be available for the purchase of receivables, the making
of loans or the repayment of debt, the reduction of short-term borrowings or
investment in short-term securities.
PLAN OF DISTRIBUTION
The Demand Notes are being offered on a continuous basis for sale by GMAC
directly to investors whose registered addresses are in the United States.
No commissions are payable by GMAC on sales of the Demand Notes. We reserve the
right to withdraw, cancel or modify the offer to sell Demand Notes at any time
without notice. We have the sole right to accept offers to purchase Demand Notes
and may reject any proposed purchase of Demand Notes.
DESCRIPTION OF THE GMAC DEMAND NOTES PROGRAM
The following description is a summary of the Program. It is not intended to be
complete and is subject to the complete text of the Program, a copy of which is
filed as an exhibit to the Registration Statement filed with the SEC. A copy of
the Program will be made available to you upon written request to us.
General Information
All funds invested in the Demand Notes, together with accrued interest,
redemptions and fees, if any, are recorded on a register maintained by the
Processing Agent. No certificate or other instrument evidencing GMAC's
indebtedness is issued to you. The Demand Notes register also includes the
name(s) and address(es) of the registered owner(s) of your Demand Notes and your
tax identification or Social Security number(s). You may hold Demand Notes
individually, jointly or in a trust or custodial capacity.
You are provided with periodic statements showing a summary of all your Demand
Notes account transactions. Redemption checks which you have written are not
returned to you, but the check number and the amount of each cashed check are
indicated on your statement.
You are able to obtain your current Demand Notes balance at any time by calling
toll free 1-800-548-7923 or accessing our website at www.demandnotes.com.
The Demand Notes have no stated maturity and may be redeemed at your option;
provided, however, that redemptions are subject to certain minimum amounts. (See
"How to Redeem - page 10.) The Demand Notes are not subject to any sinking fund.
You may transfer Demand Notes only to another investor. The Demand Notes are not
and will not be listed on any securities exchange and there is no secondary
market for them.
We have no right of set-off against your Demand Notes for indebtedness not
related to your Demand Notes. We have the right to deduct from the principal
amount of your Demand Notes any amounts invested by us in error.
We may from time to time enter into one or more supplemental indentures, without
the consent of investors in the Demand Notes, providing for the issuance of
Demand Notes under the Indenture in addition to the aggregate principal amount
authorized thereunder on the date of this Prospectus. By investing in Demand
Notes, you accept and agree to all provisions of the Program.
Administration
We have established a Demand Notes Committee consisting of persons appointed by
the Executive Committee of GMAC's Board of Directors. The members of the Demand
Notes Committee do not receive any compensation for their services as such but
they may be officers, directors or employees of GMAC or any of its subsidiaries.
The current Demand Notes Committee members are the Executive Vice President and
Chief Financial Officer, the Vice President-Finance and Chief Financial
Officer-North American Operations, the Vice President-Global Borrowings and the
Vice President-U.S. Funding and Global Markets, all at 200 Renaissance Center,
Detroit, Michigan 48265. The Demand Notes Committee members serve at the
pleasure of the Executive Committee of the Board of Directors until their
resignation or removal from office by the Executive Committee.
The Demand Notes Committee has the full power and authority to amend the
Program, to interpret its provisions, to adopt rules and regulations in
connection with the Program, and to set and adjust the rate of interest to be
paid on the Demand Notes.
We have appointed The Northern Trust Company as Processing Agent to handle the
day-to-day administration of the Program. See "Processing Agent."
Interest Rate
The Demand Notes pay interest at a floating rate as determined by the Demand
Notes Committee. The interest rate on the Demand Notes is subject to change on
Friday of each week, with any change being effective the following Monday. In
deciding on the interest rate, the Committee examines the level and the changes
in interest rates that occur from time to time. However, at all times, the
interest rate on the Demand Notes is greater than the most recent seven-day
average yield (simple) on taxable money market funds in the United States as
published in the Money Fund Report AveragesTM All Taxable.* The rate of interest
paid for any period in the Demand Notes is not an indication or representation
of future rates of interest to be paid on the Demand Notes. If in any week the
Money Fund Report AveragesTM All Taxable is not available or publication of such
seven-day average is suspended, the seven-day average yield at such time will be
an approximately equivalent rate determined by the Demand Notes Committee. The
Demand Notes Committee has the ability to provide for differing interest rates
based on, among other criteria, the size of individual Demand Notes accounts.
The Demand Notes Committee has no present intention to have multiple rates; but
if it decides to do so, you will be notified by mail.
Interest on the Demand Notes accrues in accordance with the provisions governing
the different particular methods of investment, as described under "How to
Invest." Interest on the Demand Notes is compounded daily, at the rate in effect
each day, based on a 365-day year. Interest payable on the Demand Notes accrues
daily and is credited to your account on the last day of each calendar month.
You may obtain the current interest rate at any time by calling 1-800-426-8323
or accessing our website at www.demandnotes.com.
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*Money Fund Report is a service of iMoneyNet, Inc. (formerly IBC Financial Data
Inc.). Money Fund Report states that the yield information obtained from money
market funds is screened by the publisher, but no guarantee of the accuracy of
the information is made by us.
Referral Credit
Holders of Demand Notes are eligible to obtain a Referral Credit. You will
receive a $25 credit to your Demand Notes account for each referral of a new
investor that meets the following criteria:
1) A new account must be properly established and maintained by a new
investor for at least 90 days as described below;
2) The investment form used for the Referral Credit must contain a
unique Reference Number that we will create and imprint at the time of your
referral;
3) The Referral Reference Number must be designated on the new
investor's investment form at the time the new account is established;
4) The new account must contain a unique Social Security number or Tax
ID number that is not currently designated on an existing Demand Notes
account or a Demand Note account that was closed within the last three
years;
5) The $25 credit will be paid to your account approximately 90 days
after the new account has been opened provided that both your account and
the new account have maintained the required minimum $1,000 average balance
for 90 days and that neither account has incurred any redemptions for
insufficient funds;
6) The maximum amount of Referral Reference Numbers that you are
permitted in a calendar year is ten; and
7) We reserve the right to modify or terminate the Referral Credit at
any time without prior notice and reserve the right to withhold the $25
credit from your account if it is determined in our sole judgement that the
referral was improper or that the Referral Credit is being used in an
improper manner.
Each $25 credit added to your account is reported by us to the Internal Revenue
Service as taxable income to you.
Fees
We will not charge you for any account maintenance or management fees nor will
we charge you for checks, check redemptions or wire redemptions. Fees for checks
returned for insufficient funds, stop payment requests, and checks written for
less than the $250 minimum requirement will be directly debited from your
account. You may, however, be charged a fee by your commercial bank if you make
an investment or receive a redemption amount by wire transfer. In addition, you
may incur charges in obtaining signature guarantees where requested.
HOW TO INVEST
You may invest in Demand Notes at any time, without charge, by check, by wire
transfer, by charge to your bank account or by other means permitted by the
Demand Notes Committee. The minimum initial investment is $1,000. To open an
account, you must complete the investment form accompanying this Prospectus and
either enclose a check or wire funds as described below. The minimum amount for
subsequent investments is $50. You must maintain a minimum investment balance in
each of your accounts - see "Optional Redemptions By GMAC - Investor Balance
Below Program Minimum". All investments must be in U.S. dollars.
For purposes of the Program, a "business day" is a day on which both The
Northern Trust Company and the Federal Reserve Bank of Chicago are fully open
for business. We reserve the right at any time to modify, suspend or terminate
any of the investment methods described below.
Investments by Check
Your initial and subsequent investments by check are to be made payable to "The
Northern Trust Company, Agent" and must be mailed to GMAC Demand Notes, The
Northern Trust Company, P.O. Box 75920, Chicago, Illinois 60675-5920. Your
initial investment must be accompanied by the investment form. Your subsequent
investments by check must include your tax identification or Social Security
number and the Demand Notes number assigned to you by The Northern Trust
Company. Initial and subsequent investments by check are invested in your Demand
Notes on the first business day after the Processing Agent receives the check.
Interest begins to accrue on that day. Neither the Processing Agent nor GMAC are
responsible for delays in the receipt of checks mailed to The Northern Trust
Company. Your investments made by check are available for redemption on the
sixth business day after the Processing Agent invests your check.
Investments by Wire Transfer
You may make an initial investment in Demand Notes by transferring funds via
bank wire by calling The Northern Trust Company at 1-800-548-7923 to obtain a
Demand Notes number and then instructing your bank to wire the funds to The
Northern Trust Company (ABA No. 071000152). The bank wire must include the
designation "GMAC Demand Notes," your name and address, your tax identification
or Social Security number, and the Demand Notes number supplied by The Northern
Trust Company. After the initial wire transfer has been made, you must complete
and mail a Demand Notes investment form to The Northern Trust Company as set
forth under "Investments by Check." On a subsequent investment by wire transfer,
you must instruct your bank to wire the funds in the same manner. We charge you
no fees for wire transfers; however, your commercial bank may charge you a fee
if you make an investment by wire transfer.
An investment by wire transfer of funds is invested in your Demand Notes on the
business day the funds are received by the Processing Agent in proper form and
begins accruing interest on that day provided the funds have been received by
the Processing Agent by 2:00 p.m. Eastern Time. Funds received after 2:00 p.m.
Eastern Time are invested and begin to accrue interest on the next business day.
Neither the Processing Agent nor GMAC is responsible for delays in the transfer
and wiring of funds. Your investments made by wire transfer are available for
redemption on the same business day the Processing Agent invests your wire
transfer.
Investments by Automatic Monthly or Periodic Charge from a Bank Account
You may elect to authorize the Processing Agent to make an automatic monthly or
periodic charge of $50 or more to your personal banking account for purposes of
investing in Demand Notes. Upon receipt of proper written authorization, the
Processing Agent prepares an electronic transfer drawn against your banking
account for the prescribed amount. The proceeds from the electronic transfer are
invested in your Demand Notes and begins accruing interest on the first business
day after the Processing Agent receives the electronic transfer. Your
investments made by electronic transfer are available for redemption on the
sixth business day after the Processing Agent invests your electronic transfer.
To establish the automatic monthly or periodic charge to your checking account,
you must elect this option on your investment form or obtain the necessary
authorization form directly from the Processing Agent or from our website
www.demandnotes.com. You may change the amount of the monthly investment
(subject to the $50 monthly minimum) or terminate such investments entirely at
any time by providing written notice to the Processing Agent. Your notice is
effective as soon as practicable after its receipt by the Processing Agent.
Investments by Direct Investment of Entire Net Paycheck, Pension or Social
Security Check
You may elect to invest in Demand Notes by instructing your place of employment,
or the Social Security Administration, to invest your entire paycheck, pension,
social security or other recurring check directly into your Account. To
terminate your direct investments, you must notify the issuers of such checks.
Your direct investments are available for redemption on the same business day
that the Processing Agent receives your investment and interest begins to accrue
on that day.
Investments by Deduction From GM Payroll or GM Pension
This option is available to you only if you are an employee of a company
participating in Demand Notes payroll deductions through any General Motors
Corporation compensation system. You may elect this option after your account is
established.
Your investments by GM payroll or GM pension deduction must be specified as a
fixed dollar amount. Your minimum investment by payroll deduction is $50 per
month. If you are paid weekly, the minimum investment is $11.50 per week, your
payroll deduction investments are invested in your Demand Notes on the last
business day of the week in which the paycheck is issued, and interest begins
accruing on that day. If you are paid on other than a weekly basis, your payroll
deduction investment is invested in your Demand Notes and begins accruing
interest on the payday it was withheld. Your pension deduction investment is
invested in your Demand Notes and begins accruing interest on the first business
day of each month you are eligible to receive retirement benefits. The Demand
Notes Committee may authorize changes in the minimum monthly and weekly
investment from time to time.
Investments by deduction from a GM payroll or pension are available for
redemption the same business day that the Processing Agent receives your
investment.
Unless otherwise permitted by the Demand Notes Committee, an employee may make
investments by payroll or pension deduction in only one Demand Notes. No
deduction will be made in any period in which an employee is not receiving a
salary, wage or pension benefit.
Subject to the foregoing provisions and this paragraph, the deduction amount
authorized by an employee may be started, increased, decreased or terminated at
any time in writing or through the automated phone system at 1-800-548-7923.
Your change in deduction will be effective as soon as practicable after the
Processing Agent receives it.
In addition, a retiree is only entitled to receive pension benefits terminating
with the last monthly payment preceding the retiree's death. We will refund any
pension deduction(s) made subsequent to the retiree's death to the Trustee for
the General Motors Pension Plan or other General Motors subsidiary pension plan
and redeem an amount equal to such refund from the deceased retiree's Demand
Notes. If the amount of the redemption exceeds the principal amount in the
deceased retiree's Demand Notes, the retiree's estate will be liable to GMAC for
the difference between the amount of the redemption and the amount of the
pension deduction to be refunded.
HOW TO REDEEM
You may redeem all or part of your Demand Notes by following the procedures
described below. If the amount to be redeemed represents an investment made by
check or charge to your bank account, the redemption instructions will not be
honored if the instructions are received within five business days from the
investment day of that investment check or charge. We reserve the right at any
time to modify, suspend or terminate any of the redemption methods described
below. No redemption proceeds are paid in cash. Interest on a redeemed
investment accrues to, but does not include, the date of redemption.
A signature guarantee may be required in certain circumstances in order for you
to add or change your redemption options. Our purpose in requiring a signature
guarantee is to prevent fraud or misrepresentation and is for your protection.
Guarantees must be signed by an authorized signatory and the statement
"Signature Guaranteed" must appear with the signature. Notarized signatures are
not sufficient. In certain instances, additional documentation may be required
including, but not limited to, copies of trust instruments, birth certificates,
or court appointments as executor or administrator. Any request for a change to
your method of redemptions must be mailed to the Processing Agent's
correspondence address.
Redemption by Written Check
If you select this option on the investment form, we will provide you with a
free supply of checks. You may redeem your Demand Notes by writing a check,
payable to the order of anyone, in an amount of $250 or more. If the amount of
the redemption check is greater than the balance in your Demand Notes account or
is for less than $250, the check will not be honored and a fee will be debited
from your account by the Processing Agent. Checks may be deposited and processed
through normal bank clearing systems. There is no limit on the number of checks
you may write.
Where there is more than one registered owner of a Demand Notes, only the
signature of one registered owner is required on the check unless you otherwise
specify on the Demand Notes investment form. When your check is presented to the
Processing Agent for payment, the Processing Agent redeems your Demand Notes
sufficient to cover the amount of the check. If you request a stop payment of a
check, the Processing Agent assesses a service charge for each stop payment
request made.
You may also request the redemption by written check option after you have
submitted the initial investment form by providing the Processing Agent with a
written request to add this option to your Demand Notes. Your written request
requires the signatures of all registered owners (including joint owners) of the
Demand Notes exactly as the name(s) appear on the Demand Notes investment form.
Redemption by Wire
If you select this option on the investment form, you may redeem your Demand
Notes during the Processing Agent's regular business hours by having redemption
proceeds of $1,000 or more wired to a predesignated bank account. By use of this
option, you authorize the Processing Agent to act on telephone or written
redemption instructions from any person or persons representing themselves to be
the registered owners of the Demand Notes. The Processing Agent's record of your
instructions is binding.
To select the Redemption by Wire option, you must designate on the investment
form an account at a bank in the United States to receive the redemption
proceeds. You must also provide the Processing Agent with a voided specimen
check or deposit slip from such bank. Once established, you may utilize this
option by calling the Processing Agent toll free at 1-800-548-7923 during
regular business hours.
Upon receipt of wire redemption instructions, the Processing Agent will redeem
your Demand Notes sufficient to cover the amount specified in your wire
redemption instructions. If the redemption instructions are received by 2:00
p.m. Eastern Time on any business day, the Processing Agent wires the redemption
proceeds to the predesignated bank account on the same business day. If the
redemption instructions are received after 2:00 p.m. Eastern Time on any
business day, the Processing Agent wires the redemption proceeds to the
predesignated bank account on the next business day.
You may add or change the Redemption by Wire instructions only upon written
request to the Processing Agent accompanied by signature guarantees of each
registered owner (including joint owners) of the Demand Notes.
Neither the Processing Agent nor GMAC is responsible for delays in the wiring of
funds through the banking system or for the authenticity of telephone redemption
instructions.
Redemption by Official Bank Check
By investing in Demand Notes, you authorize the Processing Agent to act on
telephone and written redemption instructions from any person or persons
representing themselves to be the registered owner(s) of the Demand Notes, to
redeem your Demand Notes during any business day and to mail a bank check in a
specified amount (minimum $500) to the registered owner(s) of the Demand Notes
at the registered address. These instructions may be given by calling the
Processing Agent toll free at 1-800-548-7923 during regular business hours. Upon
receipt of such instructions, the Processing Agent redeems your Demand Notes by
an amount sufficient to cover the amount specified in the instructions. The
Processing Agent mails a bank check for the redemption proceeds on the next
business day.
Automatic Monthly or Quarterly Redemption
If you select this option on the investment form, you authorize the Processing
Agent to automatically redeem (a) on a monthly or quarterly basis a specified
part of your Demand Notes (minimum $100) or (b) the monthly interest accrued on
your Demand Notes. These options are available only if your Demand Notes has a
principal amount of $5,000 or more.
On a predetermined date each month or quarter, as the case may be, the
Processing Agent redeems your Demand Notes by an amount equal to the redemption
amount specified. On the following day, the Processing Agent mails a bank check
for the redemption proceeds to the address of the registered owner(s) of the
Demand Notes. The redemption proceeds will be mailed only to the registered
address of the registered owner(s) of the Demand Notes.
If on the date selected for any monthly or quarterly redemption, your Demand
Notes does not have a principal amount of $5,000 or more, the Processing Agent
will not honor the redemption. You may terminate the Automatic Monthly or
Quarterly Redemption Option by providing written notice to the Processing Agent.
Such notice is effective as soon as practicable after receipt by the Processing
Agent.
You may also request the Automatic Monthly or Quarterly Redemption Option after
you have submitted the investment form by providing the Processing Agent with a
written request to add the desired automatic redemption option to the Demand
Notes. Your written request requires the signatures of all registered owners
(including joint owners) of the Demand Notes exactly as the name(s) appear on
the Demand Notes investment form.
Full Redemption of a Demand Notes
You may redeem your Demand Notes in full by providing telephone or written
instructions to the Processing Agent to close your account. Written instructions
to close your account must state your intention to redeem in full your Demand
Notes and must be mailed to the Processing Agent at its correspondence address.
Upon receiving your instructions, the Processing Agent redeems in full your
Demand Notes, including accrued and unpaid interest to the date of redemption.
The Processing Agent mails a bank check for the redemption proceeds on the next
business day to the registered address of the registered owner(s) of the Demand
Notes.
THE INDENTURE
General Information
The Demand Notes are issued under an Indenture dated as of October 15, 1985
between GMAC and U.S. Bank Trust National Association, as successor Trustee, and
all supplemental indentures thereto. The summary description of the Demand Notes
contained in this Prospectus does not purport to be complete and is subject to,
and qualified in its entirety by, the detailed provisions of the Indenture, and
to the complete text of the Program, copies of which are filed as exhibits to
the Registration Statement filed with the SEC.
The Demand Notes constitute unsecured debt obligations of GMAC. You do not have
any priority or secured claim against any of the assets of GMAC with respect to
the principal amount of your Demand Notes or accrued and unpaid interest. Funds
invested in the Demand Notes are not subject to the protection of the Federal
Deposit Insurance Corporation or any other insurance.
Optional Redemptions By GMAC
Investor Misuse of Redemption Provisions
We reserve the right to redeem immediately any Demand Notes which we believe in
our sole judgment and discretion that the redemption provisions of the Program
are being abused or misused, i.e., the writing of multiple checks where the
amounts of the checks are greater than the principal amount of your Demand
Notes. In such situation, we will notify you of our intention to redeem in full
the Demand Notes on the third business day following the date of our notice. A
final redemption check will be sent to you in an amount equal to the principal
amount of the redeemed Demand Notes, including accrued and unpaid interest. In
the event that Demand Notes with a principal amount below $0 are redeemed, you
will be liable to us for the amount required to restore the principal amount to
$0 as of the date the Demand Notes were redeemed.
Investor Balance Below Program Minimum
We will redeem any particular Demand Notes account that maintains a principal
amount of less than $1,000 for a period consisting of the two consecutive months
immediately following the month in which the average principal amount of the
Demand Notes falls below $1,000. If your account has an average principal amount
of less than $1,000, you will receive written notice from us reminding you of
the minimum investment requirement and providing you with the proposed date of
redemption of your Demand Notes. If your Demand Notes are redeemed, you will be
mailed a check in an amount equal to the principal amount of such redeemed
Demand Notes, including accrued and unpaid interest. In the event that Demand
Notes with a principal amount below $0 are redeemed, you will be liable to GMAC
for the amount required to restore the principal amount to $0 as of the date the
Demand Notes were redeemed.
Other GMAC Redemption Option
Other than as described above, we will give prior written notice of at least
thirty days but not more than ninety days to you if your Demand Notes are
subject to full or partial redemption. Any partial redemption of Demand Notes
will be effected by lot or pro rata or by any other method that is deemed fair
and appropriate by the Trustee. The notice from us will specify the effective
date of redemption, the amount being redeemed and the effective date the
redeemed amount will become due and payable and that interest will cease to
accrue as of that date. All partial redemption notices will list the remaining
principal amount of the Demand Notes. The full or partial Demand Notes being
redeemed, plus accrued and unpaid interest thereon to the date of redemption,
will be paid by check mailed to the registered owner(s) of the redeemed Demand
Notes. Interest on the redeemed amount will cease to accrue on and after the
effective date the redeemed amount will become due and payable.
Limitation on Liens
GMAC will not at any time pledge or otherwise subject to any lien any of its
property or assets without thereby expressly securing the due and punctual
payment of the principal of and interest on the Demand Notes equally and ratably
with any and all other obligations and indebtedness secured by such pledge or
other lien, so long as any such other obligations and indebtedness shall be so
secured. This restriction shall not apply to:
(1) the pledge of any assets to secure any financing by GMAC of the
exporting of goods to or between, or the marketing thereof in, foreign
countries (other than Canada), in connection with which GMAC reserves the
right, in accordance with customary and established banking practice, to
deposit, or otherwise subject to a lien, cash, securities or receivables,
for the purpose of securing banking accommodations or as the basis for the
issuance of bankers' acceptances or in aid of other similar borrowing
arrangements;
(2) the pledge of receivables payable in foreign currencies (other
than Canadian dollars) to secure borrowings in foreign countries (other
than Canada);
(3) any deposit of assets of GMAC with any surety company or clerk of
any court, or in escrow, as collateral in connection with, or in lieu of
any bond on appeal by us from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or
against GMAC;
(4) any lien or charge on any property, tangible or intangible, real
or personal, existing at the time of acquisition of such property
(including acquisition through merger or consolidation) or given to secure
the payment of all or any part of the purchase price thereof or to secure
any indebtedness incurred prior to, at the time of, or within 60 days
after, the acquisition thereof for the purpose of financing all or any part
of the purchase price thereof; and
(5) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or
pledge referred to in the foregoing (1) to (4) inclusive of this paragraph;
provided, however, that the amount of any and all obligations and
indebtedness secured thereby will not exceed the amount thereof so secured
immediately prior to the time of such extension, renewal or replacement,
and that such extension, renewal or replacement will be limited to all or a
part of the property which secured the charge or lien so extended, renewed
or replaced (plus improvements on such property).
Merger and Consolidation
The Indenture provides that GMAC will not merge or consolidate with another
corporation or sell or convey all or substantially all of its assets unless
either GMAC is the continuing corporation or the new corporation shall expressly
assume the interest and principal due under the Demand Notes. In either case,
the Indenture provides that neither GMAC nor a successor corporation may be in
default of performance immediately after a merger or consolidation.
Additionally, the Indenture provides that in the case of any such merger or
consolidation, either GMAC or the successor company may continue to issue Demand
Notes under the Indenture.
Events of Default
The following events are defined in the Indenture as "Events of Default":
o failure to pay all or any part of the principal of or interest on any
Demand Notes as and when the same will be due and payable (subject to
certain exceptions described in the Indenture);
o failure to perform or observe any other covenants or agreements in the
Indenture or the Program for thirty days after notice; and
o certain events of bankruptcy, insolvency or reorganization.
The Indenture provides that the Trustee will, within ninety days after the
occurrence of a default, give investors notice of all uncured defaults known to
it (the term default to include the events specified above without grace
periods); provided, however, that except in the case of default in the payment
of the principal of or interest on any of the Demand Notes, the Trustee will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the investors.
We are required to furnish to the Trustee annually a statement of certain
officers of GMAC stating whether or not to their knowledge we are in default in
the performance and observance of certain terms of the Indenture and, if we are
in default, specifying each such default.
Investors holding a majority in aggregate principal amount of the Demand Notes
then outstanding have the right to waive certain defaults and, subject to
certain limitations, to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee. The Indenture provides that, in case an Event of
Default will occur (which will not have been cured or waived), the Trustee is
required to exercise such of its rights and powers under the Indenture, and to
use the degree of skill and care in their exercise, that a prudent man would
exercise or use under the circumstances in the conduct of his own affairs, but
otherwise need only perform such duties as are specifically set forth in the
Indenture. Subject to such provisions, the Trustee is under no obligation to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any of the investors unless they will have offered to the
Trustee reasonable security or indemnity.
Concerning the Trustee
U.S. Bank Trust National Association is the Trustee under the Indenture. U.S.
Bank Trust National Association acts as depository for funds of, makes loans to,
and performs certain other services for, GMAC and certain of its affiliates in
the normal course of its business. As trustee of various trusts, it has
purchased securities of GMAC and certain of its affiliates.
Modification of the Indenture
With certain exceptions, under the Indenture, the rights and obligations of GMAC
and the rights of the investors may be modified by GMAC with the consent of
investors holding not less than 66-2/3% in aggregate principal amount of the
Demand Notes then outstanding; but no such modifications may be made which
would:
o extend the maturity of any Demand Notes or reduce the principal amount
of any Demand Notes or the accrued and unpaid interest thereon or
o reduce the stated percentage of the Demand Notes, the consent of the
investors of which is required to modify or alter the Indenture,
without the consent of investors holding all of the Demand Notes then
outstanding.
Modification, Suspension or Termination of Program
The Demand Notes Committee may amend or modify the Program at any time as it
deems necessary or appropriate. Written notice of any material amendment or
modification will be provided to investors at least fifteen days prior to the
effective date of such amendment or modification. No such amendment or
modification, however, will reduce the principal amount of any Demand Notes, or
accrued and unpaid interest thereon, as of the effective date of such amendment
or modification and no such amendment or modification will have a retroactive
effect that would prejudice the rights of investors.
GMAC may terminate the Program in its entirety for any reason. We may, at our
discretion, temporarily or permanently suspend the acceptance of investments in
the Demand Notes without such a suspension amounting to a termination of the
Program. Written notice of suspension or termination will be provided to
investors at least thirty days prior to the effective date of such suspension or
termination. We may omit, restrict, suspend or terminate the Program in any
jurisdiction in which we, at our discretion, deem such action advisable in view
of local law and regulations.
PROCESSING AGENT
GMAC has appointed The Northern Trust Company, 50 South LaSalle Street, Chicago,
Illinois 60675 to act as the Processing Agent for the Demand Notes. Services
performed by the Processing Agent include:
o investment and redemption processing and accounting;
o preparation of Demand Notes statements and other correspondence;
o investor servicing;
o advice on the principal amount of Demand Notes, accrual of interest
income and payment and reinvestment of interest accrued; and
o required tax reporting and filings with proper authorities.
Any determination rendered by the Demand Notes Committee in connection with the
services performed by the Processing Agent is final and conclusive. For these
services, we pay the Processing Agent a monthly agency and administrative fee
based on the number of Demand Notes outstanding at the end of each month as well
as its reasonable out-of-pocket costs (such as, but not limited to, postage,
forms, telephone and wire expenses). We pay all costs incurred by us in the
offering of the Demand Notes and administration of the Program.
NOTICES
All notices, statements and communications provided to you by us or the
Processing Agent pursuant to the provisions of the Program will be deemed to
have been duly given when mailed by first-class mail, postage prepaid to the
registered address of the registered owner(s).
You must promptly provide the Processing Agent with notice of any change in your
address. Such notice must be in writing and must include your tax identification
or Social Security number, the Demand Notes number assigned by The Northern
Trust Company and the signatures of all registered owner(s) (including joint
owners) on the Demand Notes and must be signed exactly as their name(s) appear
on the Demand Notes investment form. The notice must be mailed to GMAC Demand
Notes, The Northern Trust Company, P.O. Box 75919, Chicago, Illinois 60675-5919.
The notice will be effective as soon as practicable after receipt thereof by the
Processing Agent.
All notices or communications from you to us and/or the Processing Agent must
include your name and address, your tax identification or Social Security number
and the Demand Notes number assigned by The Northern Trust Company and must be
signed by all registered owner(s) (including joint owners) of the Demand Notes
and must be signed exactly as the name(s) appear on the Demand Notes investment
form. Such notices or communications to us must be sent to GMAC Demand Notes,
General Motors Acceptance Corporation, P.O. Box 33129, 200 Renaissance Center,
Detroit, Michigan 48232, and such notices or communications to the Processing
Agent must be sent to GMAC Demand Notes, The Northern Trust Company, P.O. Box
75919, Chicago, Illinois 60675-5919.
TAXES
The Program is not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, nor is the Program subject to the Employee Retirement
Income Security Act of 1974, as amended. Investments in Demand Notes are not
open for Individual Retirement Accounts nor otherwise deductible for Federal
income tax purposes. Interest accrued and reinvested in your Demand Notes is
taxable to you in the year in which such interest is accrued and reinvested. No
part of such interest is excludable from taxable income. Backup withholding and
information reporting requirements may apply to certain non-corporate U.S.
holders. The interest income also may be subject to taxation by some state and
local governments.
For Federal estate tax purposes, the principal amount of your Demand Notes at
the time of your death will be includable in your gross estate and may be
subject to the Federal estate tax. Such amount also may be subject to estate or
inheritance tax in some states.
You will receive a December statement from the Processing Agent each year that
states the full amount reported as taxable income. The Processing Agent also
will file tax information returns as required by law. State and local income
taxes and related tax reporting also may be applicable. You are individually
responsible for complying with applicable Federal, state and local tax laws.
Withholding tax may apply to certain non-U.S. persons unless certain
certifications or statements are provided to GMAC and certain other requirements
are satisfied. In certain cases, non-U.S. persons holding a Demand Note,
although exempt from withholding tax, may be subject to regular U.S. income tax
and taxed in the same manner as U.S. persons discussed above. Information
reporting and backup withholding generally will not apply to payments made to
non-U.S. persons provided GMAC receives certain certifications or statements.
The U.S. Federal income tax discussion set forth above is included for general
information only and may not be applicable depending upon a holder's particular
situation. Holders should consult their own tax advisors with respect to the tax
consequences to them of the ownership and disposition of the Demand Notes,
including the tax consequences under state, local, foreign and other tax laws
and the possible effects of changes in federal or other tax laws.
LEGAL OPINION
The legality of the Demand Notes offered hereby will be passed upon by Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017.
The firm of Davis Polk & Wardwell acts as counsel to the Executive Compensation
Committee of the Board of Directors of General Motors Corporation and has acted
as counsel for General Motors Corporation and GMAC in various matters.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from General Motors Acceptance Corporation's Annual Report on Form
10-K for the year ended December 31, 1999 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.