PROSPECTUS SUPPLEMENT
---------------------
(To Prospectus Dated April 20, 2001)
$2,000,000,000
General Motors Acceptance Corporation
$1,000,000,000 6.125% Notes due February 1, 2007
$1,000,000,000 7.000% Notes due February 1, 2012
------------------
The 6.125% notes will mature on February 1, 2007. Interest will accrue from
February 1, 2002 at the rate of 6.125% per year payable semi-annually in arrears
on February 1 and August 1 of each year, commencing on August 1, 2002. The notes
will not be redeemable prior to maturity unless certain events occur involving
United States taxation.
The 7.000% notes will mature on February 1, 2012. Interest will accrue from
February 1, 2002 at the rate of 7.000% per year payable semi-annually in arrears
on February 1 and August 1 of each year, commencing on August 1, 2002. The notes
will not be redeemable prior to maturity unless certain events occur involving
United States taxation.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
------------------
6.125% Notes Due February 1, 2007
Per Note Total
Public Offering Price (1) 99.665% $ 996,650,000
Underwriting Discount 0.325% $ 3,250,000
Proceeds, before expenses, to
General Motors Acceptance Corporation 99.340% $ 993,400,000
7.000% Notes Due February 1, 2012
Per Note Total
Public Offering Price (1) 99.518% $ 995,180,000
Underwriting Discount 0.425% $ 4,250,000
Proceeds, before expenses, to
General Motors Acceptance Corporation 99.093% $ 990,930,000
(1) Plus accrued interest from February 1, 2002 if settlement occurs after that
date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company, the Euroclear System or Clearstream Banking, societe
anonyme, Luxembourg on or about February 1, 2002.
------------------
Joint Book-Running Managers
Deutsche Banc Alex. Brown Merrill Lynch & Co. Salomon Smith Barney
------------------
Banc of America Securities LLC JPMorgan
------------------
ABN AMRO Incorporated Commerzbank Capital Markets Credit Suisse First Boston
HSBC Lehman Brothers SG Cowen
Westdeutsche Landesbank Girozentrale
The activities of the underwriters of the notes are being jointly led by
Deutsche Banc Alex. Brown, Merrill Lynch & Co. and Salomon Smith Barney.
January 24, 2002
Table of Contents
Prospectus Supplement
Page
Incorporation of Certain Documents by
Reference........................................................... S-2
Directors of GMAC................................................... S-3
Ratio of Earnings to Fixed Charges.................................. S-4
Consolidated Capitalization of GMAC................................. S-4
Selected Consolidated Financial Data................................ S-5
Use of Proceeds..................................................... S-7
Description of Notes................................................ S-7
United States Federal Taxation...................................... S-12
Underwriting........................................................ S-16
General Information................................................. S-18
Legal Opinions...................................................... S-19
Prospectus
Page
Principal Executive Offices......................................... 3
Where You Can Find More Information ................................ 3
Incorporation of Certain Documents by Reference .................... 3
Description of General Motors Acceptance Corporation................ 4
Ratio of Earnings to Fixed Charges.................................. 4
Use of Proceeds..................................................... 4
Description of Debt Securities...................................... 4
Description of Warrants............................................. 9
Plan of Distribution................................................ 10
Experts............................................................. 12
Unless the context indicates otherwise, 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 supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
different information or to make any additional representations. We are not, and
the underwriters are not, making an offer of any securities other than the
notes. This prospectus supplement is part of and must be read in conjunction
with the accompanying prospectus dated April 20, 2001. You should not assume
that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as the information incorporated by reference,
is accurate as of any date other than the date on the front cover of this
prospectus supplement.
We will deliver the notes to the underwriters at the closing of this
offering when the underwriters pay us the purchase price of the notes. The
underwriting agreement provides that the closing will occur in February 1, 2002,
which is six business days after the date of the prospectus supplement. Rule
15c6-1 under the Securities Exchange Act of 1934 generally requires that
securities trades in the secondary market settle in three business days, unless
the parties to a trade expressly agree otherwise.
The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes may be restricted in certain
jurisdictions. You should inform yourself about and observe any such
restrictions. This prospectus supplement and the accompanying prospectus do 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.
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We accept full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and, having made all reasonable inquiries, confirm that
to the best of our knowledge and belief there are no other facts the omission of
which would make any statement contained in this prospectus supplement and the
accompanying prospectus misleading.
Unless otherwise specified or the context otherwise requires, references in
this prospectus supplement and accompanying prospectus to "dollars", "$" and
"U.S.$" are to United States dollars.
INCORPORATION OF CERTAIN DOCUMENTS 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 supplement and accompanying
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 General Motors Acceptance Corporation and its finances.
SEC Filings Period
Annual Report on Form 10-K............. Year ended December 31, 2000.
Quarterly Reports on Form 10-Q......... Quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001.
Current Reports on Form 8-K............ Dated January 17, 2001, February 8,
2001, April 9, 2001, April 20, 2001,
April 24, 2001, July 17, 2001,
August 27, 2001, September 28, 2001,
October 3, 2001, October 16, 2001,
October 18, 2001, October 22, 2001,
October 24, 2001 (2) and
January 16, 2002.
You may, at no cost, request a copy of the documents incorporated by
reference in this prospectus supplement and accompanying 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 48265-2000
Tel: (313) 665-4327
This prospectus supplement and accompanying prospectus, together with the
documents incorporated by reference, will be available free of charge at the
office of Banque Generale du Luxembourg S.A., 50 Avenue J. F. Kennedy, L-2951,
Luxembourg.
Directors of GMAC
Name Position
---- --------
Richard J. S. Clout.................... Executive Vice President
John M. Devine......................... Vice Chairman and Chief Financial
Officer, General Motors Corporation
Eric A. Feldstein...................... Vice President Finance and Treasurer,
General Motors Corporation
John D. Finnegan....................... Chairman and President,
General Motors Acceptance
Corporation and Executive Vice
President, General Motors Corporation
John E. Gibson......................... Executive Vice President
William F. Muir........................ Executive Vice President and
Chief Financial Officer
W. Allen Reed.......................... Vice President and Chief
Investment Funds Officer,
General Motors Corporation
John F. Smith, Jr...................... Chairman, General Motors Corporation
G. Richard Wagoner, Jr................. President and Chief Executive
Officer, General Motors
Corporation
The above Directors do not hold any significant positions outside of
General Motors Corporation, GMAC and their respective subsidiaries.
The business address of each Director and the location of GMAC's principal
executive offices is 200 Renaissance Center, Detroit, Michigan 48265-2000,
United States.
RATIO OF EARNINGS TO FIXED CHARGES
Unaudited
Nine Months Ended Years Ended
September 30, December 31,
----------------- ------------
2001 2000 2000 1999
---- ---- ---- ----
1.37 1.31 1.30 1.38
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges.
See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus for
additional information.
CONSOLIDATED CAPITALIZATION OF GMAC
(Unaudited)
(In millions of U.S. Dollars)
September 30,
2001
----
Total Debt.......................................................... $143,239.7
----------
Stockholders' Equity
Common stock, $.10 par value (authorized 10,000 shares,
outstanding 10 shares) and paid-in capital...................... $ 5,127.9
Retained earnings................................................. 10,379.9
Net unrealized loss on derivatives (218.6)
Net unrealized gains on securities................................ 88.2
Unrealized accumulated foreign currency translation adjustment (357.8)
------------
Total stockholders' equity................................. $ 15,019.6
-----------
Total Capitalization................................................ $158,259.3
==========
Note: Guarantees and contingent liabilities of GMAC are as disclosed on page 27
of the Annual Report on Form 10-K for the year ended December 31, 2000.
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth our selected financial data derived from our
audited consolidated financial statements for the two years ended December 31,
2000 and 1999 and from our unaudited financial statements for the nine months
ended September 30, 2001 and 2000. We do not publish non-consolidated financial
statements. We believe that all adjustments necessary for the fair presentation
thereof have been made to the unaudited financial data. The results for the
interim period ended September 30, 2001 are not necessarily indicative of the
results for the full year. The following information should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in this prospectus supplement and in the accompanying
prospectus. See "Incorporation of Certain Documents by Reference" in this
prospectus supplement and the accompanying prospectus.
Nine Months Ended Years Ended
September 30, December 31,
2001 2000 2000 1999
---- ---- ---- ----
(in millions of U.S. Dollars)
Balance Sheet Data (1):
Cash and cash equivalents................................. $ 10,483.3 $ 894.7 $ 1,147.8 $ 704.3
---------- ---------- ----------- ----------
Earning assets:
Investments in securities................................. $ 9,492.2 $ 9,209.4 $ 9,485.0 $ 8,984.7
Finance receivables, net.................................. 90,550.5 88,106.5 93,024.8 81,288.9
Investment in operating leases, net....................... 26,304.6 30,242.7 29,311.1 30,242.4
Notes receivable from General Motors Corporation.........
4,849.6 4816.7 5,434.0 4,025.0
Real estate mortgages -- held for sale.................... 10,059.0 5,481.3 5,758.5 5,678.4
-- held for investment.............. 1,394.1 1,892.5 1,895.1 1,497.4
-- lending receivables.............. 3,418.8 2,175.2 2,960.0 1,800.6
Factored receivables 1,803.9 1,069.0 2,291.1 764.9
Due and deferred from receivable sales, net............... 1,604.9 1,022.0 1,159.3 742.2
Mortgage servicing rights, net............................ 4,142.8 3,754.7 3,984.5 3,421.8
Other..................................................... 16,280.0 11,588.9 12,021.0 9,638.6
---------- ---------- ----------- ----------
Total Assets......................................... $180,383.7 $160,253.6 $168,472.2 $148,789.2
========== ========== ========== ==========
General Motors Corporation and affiliated companies.......
$ 373.1 $ 104.2 $ 199.4 $ 216.0
Interest.................................................. 2,085.4 1,802.8 1,765.9 1,550.8
Insurance losses and loss expense reserve................. 1,769.1 1,763.4 1,718.7 1,861.9
Unearned insurance premiums............................... 2,488.2 2,118.8 2,151.1 1,949.5
Deferred income taxes..................................... 3,823.2 3,468.7 3,574.3 3,496.7
United States and foreign income and other taxes payable..
783.1 832.8 805.5 521.9
Other postretirement benefits............................. 745.6 734.1 744.3 704.3
Other..................................................... 10,056.7 8,111.6 10,100.7 6,207.5
Debt...................................................... 143,239.7 127,733.3 133,372.2 121,158.2
---------- ---------- ---------- ----------
Total liabilities.................................... $165,364.1 $146,669.7 $154,432.1 $137,666.8
---------- ---------- ---------- ----------
Common stock, $.10 par value (authorized 10,000 shares,
outstanding 10 shares) and paid-in capital............. 5,127.9 3,679.1 5,127.9 2,200.0
Retained earnings........................................ 10,379.9 9,997.3 9,028.5 8,803.9
Net unrealized loss on derivatives....................... (218.6) -- -- --
Net unrealized gains on securities....................... 88.2 296.1 231.7 356.8
Unrealized accumulated foreign currency translation
adjustment............................................. (357.8) (388.6) (348.0) (238.3)
---------- ---------- ---------- ----------
Accumulated other comprehensive income.......... (488.2) (92.5) (116.3) 118.5
---------- ---------- ---------- ----------
Total stockholder's equity...................... 15,019.6 13,583.9 14,040.1 11,122.4
---------- ---------- ---------- ----------
Total Liabilities and Stockholder's Equity............... $180,383.7 $160,253.6 $168,472.2 $148,789.2
========== ========== ========== ==========
-------------------
(1) Certain amounts for 1999 and 2000 have been reclassified to conform with 2001 classifications.
Nine Months Ended Years Ended
September 30, December 31,
2001 2000 2000 1999
---- ---- ---- ----
(in millions of U.S. Dollars)
Income Statement Data (1):
Financing revenue
Retail and lease financing............................... $ 3,839.5 $ 3,508.8 $ 4,773.8 $ 4,303.0
Operating leases......................................... 5,556.3 5,975.7 7,906.7 7,429.2
Wholesale, commercial and term loans..................... 1,922.4 2,029.5 2,812.9 2,045.7
---------- ---------- ---------- ----------
Total financing revenue......................... 11,318.2 11,514.0 15,493.4 13,777.9
Interest and discount.................................... 5,785.2 6,095.4 8,294.7 6,526.2
Depreciation on operating leases......................... 3,684.8 3,875.6 5,166.2 4,891.7
---------- ---------- ---------- ----------
Net financing revenue........................... 1,848.2 1,543.0 2,032.5 2,360.0
Insurance premiums earned................................ 1,497.2 1,414.3 1,883.8 1,793.9
Mortgage revenue......................................... 3,876.9 2775.4 3,907.2 2,982.3
Other income............................................. 2,217.9 1,739.5 2,376.7 1,663.9
---------- ---------- ---------- ----------
Net financing revenue and other................. 9,440.2 7,472.2 10,200.2 8,800.1
---------- ---------- ---------- ----------
Expenses:
Salaries and benefits.................................... 1,541.1 1,397.0 1,865.9 1,591.9
Amortization of intangibles 848.0 468.0 660.7 516.9
Other operating expenses................................. 2,849.1 2,206.6 3,072.5 2,410.1
Insurance losses and loss adjustment expenses............ 1,304.7 1,122.1 1,493.1 1,389.9
Provision for credit losses.............................. 815.7 373.0 551.6 403.8
---------- ---------- ---------- ----------
Total expenses.................................. 7,358.6 5,566.7 7,643.8 6,312.6
Income before income taxes............................... 2,081.6 1,905.5 2,556.4 2,487.5
United States, foreign and other income taxes............ 764.5 712.1 954.3 960.2
---------- ---------- ---------- ----------
Income before cumulative effect of account
Change........................................... 1,317.1 -- -- --
Cumulative effect of accounting change 34.3 -- -- --
---------- ---------- --------- ---------
Net income...................................... 1,351.4 1,193.4 1,602.1 1,527.3
Retained earnings at beginning of the period ........... 9,028.5 8,803.9 8,803.9 7,351.6
---------- ---------- ---------- ----------
Total.................................................... 10,379.9 9,997.3 10,406.0 8,878.9
Cash dividends........................................... -- -- (1,377.5) (75.0)
---------- ---------- ---------- ----------
Retained earnings at end of the period ......... $ 10,379.9 $ 9,997.3 $ 9,028.5 $ 8,803.9
========== ========== ========== ==========
--------------------
(1) Certain amounts for 1999 and 2000 have been reclassified to conform with 2001 classifications.
Use of Proceeds
We will receive net proceeds before expenses of $1,984,330,000 from the
concurrent sale of the 6.125% Notes due February 1, 2007 (the "6.125% Notes")
and the 7.000% Notes due February 1, 2012 (the "7.000% Notes"). We estimate that
our expenses will be approximately $500,000. The net proceeds from the sale of
the securities 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.
Such proceeds initially may be used to reduce short-term borrowings or invested
in short-term securities.
Description of Notes
General
The following description of the particular terms of the 6.125% Notes and
the 7.000% Notes (collectively, the "Notes") offered hereby supplements and, to
the extent that the terms are inconsistent, replaces, the description of the
general terms and provisions of the Debt Securities set forth in the
accompanying prospectus. The Notes are part of the Debt Securities registered by
GMAC in April, 2001 to be issued on terms to be determined at the time of sale.
The 6.125% Notes will be issued in an initial aggregate principal amount of
$1,000,000,000. The 7.000% Notes will be issued in an initial aggregrate
principal amount of $1,000,000,000. The Notes offered hereby will be issued
pursuant to an Indenture dated as of July 1, 1982, as amended (the "Indenture"),
which is more fully described in the accompanying prospectus, and the Notes have
been authorized and approved by resolution of our Board of Directors on April 3,
2001.
The Indenture and the Notes are governed by, and construed in accordance
with, the laws of the State of New York, United States.
The 6.125% Notes will be redeemed at par on February 1, 2007 and the 7.000%
Notes will be redeemed at par on February 1, 2012. The Notes are not redeemable
by GMAC prior to maturity unless certain events occur involving U.S. taxation.
See "Redemption for Tax Reasons." The 6.125% Notes will bear interest,
calculated on the basis of a 360-day year consisting of twelve 30-day months,
from February 1, 2002 at the rate of 6.125 % per annum, payable on February 1
and August 1 of each year, the first payment to be made on August 1, 2002 in
respect of the period from February 1, 2002 to August 1, 2002, to the person in
whose name the Notes are registered at the close of business on the fifteenth
day of the calendar month next preceding such February 1 and August 1. The
7.000% Notes will bear interest, calculated on the basis of a 360-day year
consisting of twelve 30-day months, from February 1, 2002 at the rate of 7.000%
per annum, payable on February 1 and August 1 of each year, the first payment to
be made on August 1, 2002 in respect of the period from February 1, 2002 to
August 1, 2002, to the person in whose name the Notes are registered at the
close of business on the fifteenth day of the calendar month next preceding such
February 1 and August 1.
Book-Entry, Delivery and Form
The Notes will be offered and sold in principal amounts of U.S. $1,000 and
integral multiples thereof. The Notes will be issued in the form of one or more
fully registered Global Notes (collectively, the "Global Notes"), which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository" or "DTC") and registered in the name of Cede & Co., the
Depository's nominee. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global Notes through
DTC, Clearstream Banking, societe anonyme, Luxembourg ("Clearstream"), or
Euroclear Bank S.A./NV as operator of the Euroclear System ("Euroclear") if
they are participants of such systems, or indirectly through organizations which
are participants in such systems. Clearstream and Euroclear will hold interests
on behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries. Clearstream's and Euroclear's depositaries will hold interests in
customers' securities accounts in the depositaries' names on the books of the
Depository. Citibank, N.A. will act as depositary for Clearstream and The Chase
Manhattan Bank will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries"). Except as set forth below, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the Depository
or to a successor of the Depository or its nominee. The transfer of Global Notes
may be made at the office of the Registrar according to the rules of the
clearing systems.
Clearstream has advised that it is incorporated under the laws of the Grand
Duchy of Luxembourg as a professional depositary. Clearstream holds securities
for its participating organizations ("Clearstream Participants"). Clearstream
facilitates the clearance and settlement of securities transactions between
Clearstream Participants through electronic book-entry changes in accounts of
Clearstream Participants, eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream Participants, among other
things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector (CSSF). Clearstream
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Indirect access to Clearstream is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Clearstream
Participant, either directly or indirectly.
Distributions, to the extent received by the U.S. Depositary for
Clearstream, with respect to the Notes held beneficially through Clearstream
will be credited to cash accounts of Clearstream Participants in accordance with
its rules and procedures.
Euroclear has advised that it was created in 1968 to hold securities for
its participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, eliminating the need for physical movement of
certificates and eliminating any risk from lack of simultaneous transfers of
securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by Euroclear Bank S.A./NV (the "Euroclear
Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation (the "Cooperative"). All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including central
banks), securities brokers and dealers and other professional financial
intermediaries and may include the underwriters. Indirect access to Euroclear is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator has advised us that it is licensed by the Belgian
Banking and Finance Commission to carry out banking activities on a global
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants and has no record of or relationship with persons holding
through Euroclear Participants.
Distributions, to the extent received by the U.S. Depositary for Euroclear,
with respect to Notes held beneficially through Euroclear will be credited to
the cash accounts of Euroclear Participants in accordance with the Terms and
Conditions.
In the event definitive Notes are issued, we will appoint a paying agent
and transfer agent in Luxembourg (the "Luxembourg Paying and Transfer Agent").
Holders of definitive Notes will be able to receive payments and effect
transfers at the offices of the Luxembourg Paying and Transfer Agent.
Individual certificates in respect of Notes will not be issued in exchange
for the Global Notes, except in very limited circumstances. If Euroclear,
Clearstream or DTC notifies us that it is unwilling or unable to continue as a
clearing system in connection with a Global Note or, in the case of DTC only,
DTC ceases to be a clearing agency registered under the Securities Exchange Act,
and in each case we do not appoint a successor clearing system within 90 days
after receiving such notice from Euroclear, Clearstream or DTC or on becoming
aware that DTC is no longer so registered, we will issue or cause to be issued
individual certificates in registered form on registration of, transfer of or in
exchange for book-entry interests in the Notes represented by such Global Note
upon delivery of such Global Note for cancellation.
Title to book-entry interests in the Notes will pass by book-entry
registration of the transfer within the records of Euroclear, Clearstream or
DTC, as the case may be, in accordance with their respective procedures.
Book-entry interests in the Notes may be transferred within Euroclear and within
Clearstream and between Euroclear and Clearstream in accordance with procedures
established for these purposes by Euroclear and Clearstream. Book-entry
interests in the Notes may be transferred within DTC in accordance with
procedures established for this purpose by DTC. Transfers of book-entry
interests in the Notes between Euroclear and Clearstream and DTC may be effected
in accordance with procedures established for this purpose by Euroclear,
Clearstream and DTC.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with Depository rules. Secondary market trading
between Clearstream Participants and/or Euroclear Participants will occur in the
ordinary way in accordance with the applicable rules and operating procedures of
Clearstream and Euroclear and will be settled using the procedures applicable to
conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Clearstream or Euroclear Participants, on the other, will be effected in the
Depository in accordance with the Depository rules on behalf of the relevant
European international clearing system by its U.S. Depositary. However, a
cross-market transfer will require delivery of instructions to the relevant
European international clearing system, by the counterparty in such European
international clearing system, in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering or receiving Notes in the
Depository and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to the Depository. Clearstream
Participants and Euroclear Participants may not deliver instructions directly to
their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Clearstream
or Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depository settlement date. Credits or any transactions of the
type described above settled during subsequent securities settlement processing
will be reported to the relevant Euroclear or Clearstream Participants on the
business day that the processing occurs. Cash received in Clearstream or
Euroclear as a result of sales of Notes by or through a Clearstream Participant
or a Euroclear Participant to a DTC Participant will be received with value on
the Depository settlement date but will be available in the relevant Clearstream
or Euroclear cash account only as of the business day following settlement in
the Depository.
Although the Depository, Clearstream and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of Notes among
participants of the Depository, Clearstream and Euroclear, they are under no
obligation to perform or continue to perform these procedures. The foregoing
procedures may be changed or discontinued at any time.
Further Issues
We may from time to time, without notice to or the consent of the
registered holders of the applicable series of Notes, create and issue further
Notes of each series of Notes ranking pari passu with the Notes of the
applicable series in all respects, or in all respects except for the payment of
interest accruing prior to the issue date of such further Notes or except for
the first payment of interest following the issue date of such further Notes.
Such further Notes may be consolidated and form a single series with the Notes
of the applicable series and have the same terms as to status, redemption or
otherwise as the Notes of that series.
Payment of Additional Amounts
We will pay to the holder of any Note who is a non-United States person (as
defined below) such additional amounts as may be necessary in order that every
net payment in respect of the principal, premium, if any, or interest, if any,
on such Note, after deduction or withholding by GMAC or any paying agent for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in such Note to be then due and payable before any
such deduction or withholding for or on account of any such tax, assessment or
governmental charge. The foregoing obligation to pay such additional amounts
shall not apply to:
(a) any tax, assessment or other governmental charge which would not have
been so imposed but for:
o the existence of any present or former connection between such
holder (or a fiduciary, settlor, beneficiary, member or
shareholder of, or holder of a power over, such holder, if such
holder is an estate, trust, partnership or corporation) and the
United States, including, without limitation, such holder (or
such fiduciary, settlor, beneficiary, member, shareholder of, or
holder of a power) being or having been a citizen or resident or
treated as a resident thereof or being or having been engaged in
a trade or business therein or being or having been present
therein or having or having had a permanent establishment therein
or
o such holder's present or former status as a personal holding
company or foreign personal holding company or controlled foreign
corporation for United States federal income tax purposes or
corporation which accumulates earnings to avoid United States
federal income tax;
(b) any tax, assessment or other governmental charge which would not have
been so imposed but for the presentation by the holder of such Note for
payment on a date more than ten days after the date on which such payment
became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal property or
excise tax or any similar tax, assessment or governmental charge;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of principal of,
premium, if any, or interest, if any, on any Note;
(e) any tax, assessment or other governmental charge imposed on interest
received by a holder or beneficial owner of a Note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of GMAC entitled to vote within the meaning of Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed as a result of
the failure to comply with: o certification, information, documentation,
reporting or other similar requirements concerning the nationality,
residence, identity or connection with the United States of the holder or
beneficial owner of the Note, if such compliance is required by statute, or
by regulation of the United States Treasury Department, as a precondition
to relief or exemption from such tax, assessment or other governmental
charge (including backup withholding) or
o any other certification, information, documentation, reporting or
other similar requirements under United States income tax laws or
regulations that would establish entitlement to otherwise
applicable relief or exemption from such tax, assessment or other
governmental charge;
(g) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of the principal of, premium,
if any, or interest, if any, on any Note, if such payment can be made
without such withholding by at least one other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor will such additional amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.
The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes--Redemption for Tax
Reasons", GMAC shall not be required to make any payment with respect to any
tax, assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.
As used under this heading "Payment of Additional Amounts" and under the
headings "Description of Notes--Redemption for Tax Reasons" and "United States
Federal Taxation - Tax Consequences to Non-United States Persons" the term
"United States" means the United States of America (including the States and the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction. "United States person" has the meaning set forth in
"United States Federal Taxation - Tax Consequences to United States Persons" and
"non-United States person" has the meaning set forth in "United States Federal
Taxation - Tax Consequences to Non-United States Persons" below.
Redemption for Tax Reasons
If, as a result of:
o any change in or amendment to the laws (including any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision thereof or therein affecting taxation, including any
official proposal for such a change in or amendment to such laws,
which change or amendment becomes effective after the date of this
prospectus supplement or which proposal is made after such date,
o any change in the official application or interpretation of such laws,
including any official proposal for such a change in the application
or interpretation of such laws, which change is announced or becomes
effective after the date of this prospectus supplement or which
proposal is made after such date,
o any action taken by any taxing authority of the United States which
action is taken or becomes generally known after the date of this
Prospectus Supplement, or any commencement of a proceeding in a court
of competent jurisdiction in the United States after such date,
whether or not such action was taken or such proceeding was brought
with respect to GMAC,
there is, in such case, in the written opinion of independent legal counsel of
recognized standing to GMAC, a material increase in the probability that GMAC
has or may become obligated to pay additional amounts (as described above under
"Payment of Additional Amounts"), and GMAC in its business judgment, determines
that such obligation cannot be avoided by the use of reasonable measures
available to it, not including assignment of the Notes, the Notes may be
redeemed, as a whole but not in part, at GMAC's option at any time thereafter,
upon notice to the trustee and the holders of the Notes in accordance with the
provisions of the Indenture at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed together with accrued interest thereon to the
date fixed for redemption.
Notices
Notices to holders of the Notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that
publication will be made in The City of New York in The Wall Street Journal, in
London in the Financial Times, and in Luxembourg in the Luxemburger Wort. Any
notice given pursuant to these provisions shall be deemed to have been given on
the date of publication or, if published more than once, on the date first
published.
United States Federal Taxation
The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the Notes.
This summary provides general information only and is directed solely to
original holders purchasing Notes at the "issue price", that is, the first price
to the public at which a substantial amount of the Notes in an issue is sold
(excluding sales to bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or wholesalers). This
summary is based on the United States Internal Revenue Code of 1986, as amended
to the date hereof (the "Code"), existing administrative pronouncements and
judicial decisions, existing and proposed Treasury Regulations currently in
effect, and interpretations of the foregoing, changes to any of which subsequent
to the date of this prospectus supplement may affect the tax consequences
described herein, possibly with retroactive effect. This summary discusses only
Notes held as capital assets within the meaning of Section 1221 of the Code.
This summary does not discuss all of the tax consequences that may be relevant
to a holder in light of the holder's particular circumstances or to holders
subject to special rules, such as certain financial institutions, insurance
companies, dealers in securities, persons holding Notes in connection with a
hedging transaction, "straddle," conversion transaction or other integrated
transaction or persons who have ceased to be United States citizens or to be
taxed as resident aliens or United States persons whose functional currency (as
defined in Section 985 of the Code) is not the U.S. dollar. Persons considering
the purchase of Notes should consult their tax advisors with regard to the
application of the United States federal income and estate tax laws to their
particular situations as well as any tax consequences arising under the laws of
any state, local or foreign taxing jurisdiction.
Tax Consequences to United States Persons
For purposes of the following discussion, "United States person" means a
beneficial owner of a Note that is for United States federal income tax
purposes:
o a citizen or resident of the United States,
o a corporation or other entity created or organized in or under the
laws of the United States or of any political subdivision thereof,
o an estate the income of which is subject to United States federal
income taxation regardless of its source, or
o a trust if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust and (2) one
or more United States persons have the authority to control all
substantial decisions of the trust.
If a partnership holds Notes, the tax treatment of a partner will generally
depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
Payments of Interest
Interest on a Note will generally be taxable to a United States person as
ordinary interest income at the time it is accrued or is received in accordance
with the United States person's method of accounting for tax purposes.
Sale, Exchange or Retirement of the Notes
Upon the sale, exchange or retirement of a Note, a United States person
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the Note. For these purposes, the amount realized does not
include any amount attributable to interest on the Note that has not previously
been included in income, which will be includable as interest as described under
"Payments of Interest" above. A United States person's adjusted tax basis in a
Note generally will equal the cost of the Note to the United States person.
In general, gain or loss realized on the sale, exchange or redemption of a
Note will be capital gain or loss. Prospective investors should consult their
tax advisors regarding the treatment of capital gains (which may be taxed at
lower rates than ordinary income for taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
Backup Withholding and Information Reporting
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a Note, and to payments
of proceeds of the sale or redemption of a Note, to certain non-corporate United
States persons. GMAC, its agent, a broker, or any paying agent, as the case may
be, will be required to withhold from any payment a tax equal to 30% of such
payment if the United States person fails to furnish or certify his correct
taxpayer identification number to the payor in the manner required, fails to
certify that such United States person is not subject to backup withholding, or
otherwise fails to comply with the applicable requirements of the backup
withholding rules. Any amounts withheld under the backup withholding rules from
a payment to a United States person may be credited against that United States
person's United States federal income tax and may entitle that United States
person to a refund, provided that the required information is furnished to the
United States Internal Revenue Service ("IRS").
Tax Consequences to Non-United States Persons
As used herein, the term "non-United States person" means an owner of a
Note that is, for United States federal income tax purposes:
o a nonresident alien individual,
o a foreign corporation or partnership, or
o a nonresident alien fiduciary of a foreign estate or trust.
If a partnership holds Notes, the tax treatment of a partner will generally
depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
Income and Withholding Tax
Subject to the discussion of backup withholding below:
(a) payments of principal and interest on a Note that is beneficially
owned by a non-United States person will not be subject to United
States federal withholding tax; provided, that in the case of
interest,
o (1) the beneficial owner does not actually or constructively own
10% or more of the total combined voting power of all classes of
stock of GMAC entitled to vote, (2) the beneficial owner is not a
controlled foreign corporation that is related, directly or
indirectly, to GMAC through stock ownership, and (3) either (A)
the beneficial owner of the Note certifies (generally on an IRS
Form W-8BEN) to the person otherwise required to withhold United
States federal income tax from such interest, under penalties of
perjury, that it is not a United States person and provides its
name and address or (B) a securities clearing organization, bank
or other financial institution that holds customers' securities
in the ordinary course of its trade or business (a "financial
institution") and holds the Note certifies to the person
otherwise required to withhold United States federal income tax
from such interest, under penalties of perjury, that such
statement has been received from the beneficial owner by it or by
a financial institution between it and the beneficial owner and
furnishes the payor with a copy thereof;
o the beneficial owner is entitled to the benefits of an income tax
treaty under which the interest is exempt from United States
federal withholding tax and the beneficial owner of the Note or
such owner's agent provides an IRS Form W-8BEN claiming the
exemption; or
o the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the
beneficial owner of the Note or such owner's agent provides an
IRS Form W-8ECI;
provided that in each such case, the relevant certification or IRS
Form is delivered pursuant to applicable procedures and is properly
transmitted to the person otherwise required to withhold United States
federal income tax, and none of the persons receiving the relevant
certification or IRS Form has actual knowledge that the certification
or any statement on the IRS Form is false.
(b) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange or
other disposition of a Note unless the gain is effectively connected
with the beneficial owner's trade or business in the United States or,
in the case of an individual, the holder is present in the United
States for 183 days or more in the taxable year in which the sale,
exchange or other disposition occurs and certain other conditions are
met; and
(c) a Note owned by an individual who at the time of death is not, for
United States estate tax purposes, a citizen or resident of the United
States generally will not be subject to United States federal estate
tax as a result of such individual's death if the individual does not
actually or constructively own 10% or more of the total combined
voting power of all classes of GMAC's stock entitled to vote and, at
the time of such individual's death, the income on the Note would not
have been effectively connected with a United States trade or business
of the individual.
With respect to the certification requirement referred to in subparagraph
(a), for Notes held by a foreign partnership, unless the foreign partnership has
entered into a withholding agreement with the IRS, a foreign partnership will be
required, in addition to providing a Form W-8IMY, to attach an appropriate
certification by each partner. Prospective investors, including foreign
partnerships and their partners, should consult their tax advisors regarding
possible additional reporting requirements.
If a non-United States person holding a Note is engaged in a trade or
business in the United States, and if interest on the Note (or gain realized on
its sale, exchange or other disposition) is effectively connected with the
conduct of such trade or business, such holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular United States income tax on such effectively connected income in the
same manner as if it were a United States person. Such a holder may also need to
provide a United States taxpayer identification number on the forms referred to
in paragraph (a) above in order to meet the requirements set forth above. In
addition, if such holder is a foreign corporation, it may be subject to a 30%
branch profits tax (unless reduced or eliminated by an applicable treaty) of its
effectively connected earnings and profits for the taxable year, subject to
certain adjustments. For purposes of the branch profits tax, interest on, and
any gain recognized on the sale, exchange or other disposition of, a Note will
be included in the effectively connected earnings and profits of such holder if
such interest or gain, as the case may be, is effectively connected with the
conduct by such holder of a trade or business in the United States.
Each holder of a Note should be aware that if it does not properly provide
the required IRS form, or if the IRS form or, if permissible, a copy of such
form, is not properly transmitted to and received by the United States person
otherwise required to withhold United States federal income tax, interest on the
Note may be subject to United States withholding tax at a 30% rate and the
holder, including the beneficial owner, will not be entitled to any additional
amounts from GMAC described under the heading "Description of Notes-Payment of
Additional Amounts" with respect to such tax. Such tax, however, may in certain
circumstances be allowed as a refund or as a credit against such holder's United
States federal income tax. The foregoing does not deal with all aspects of
federal income tax withholding that may be relevant to foreign holders of the
Notes. Investors are advised to consult their own tax advisors for specific
advice concerning the ownership and disposition of Notes.
Backup Withholding and Information Reporting
Under current Treasury Regulations, backup withholding (imposed at the rate
of 30%) will not apply to payments made by GMAC or a paying agent to a
non-United States person in respect of a Note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are received,
provided in each case that GMAC or the paying agent, as the case may be, does
not have actual knowledge that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the sale,
exchange or other disposition of a Note made to or through a foreign office of a
broker (including a custodian, nominee or other agent acting on behalf of the
beneficial owner of a Note) generally will not be subject to information
reporting or backup withholding. However, if such broker is a United States
person, a controlled foreign corporation for United States federal tax purposes,
a foreign person 50% or more of whose gross income is effectively connected with
a United States trade or business for a specified three-year period, or a
foreign partnership with certain connections with the United States, then
information reporting will be required unless the broker has in its records
documentary evidence that the beneficial owner is not a United States person and
certain other conditions are met or the beneficial owner otherwise establishes
an exemption. Backup withholding may apply to any payment that such broker is
required to report if such broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker are subject to information reporting and backup withholding unless the
holder or beneficial owner certifies, under penalties of perjury, that it is a
non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup
withholding.
Non-United States persons holding Notes should consult their tax advisors
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Backup withholding is
not a separate tax, but is allowed as a refund or credit against the holder's
United States federal income tax, provided the necessary information is
furnished to the Internal Revenue Service.
Interest on a Note that is beneficially owned by a non-United States person
will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
The United States 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 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.
Underwriting
Subject to the terms and conditions set forth in an underwriting agreement
dated January 24, 2002 (the "Underwriting Agreement"), we have agreed to sell to
each of the underwriters named below, and each of the underwriters, for whom
Deutsche Banc Alex. Brown Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Smith Barney Inc. are acting as representatives
(collectively, the "Representatives"), has severally agreed to purchase the
principal amount of each series of Notes set forth opposite its name below. In
the Underwriting Agreement, the several underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Notes of each series
offered hereby if any of the Notes are purchased.
6.125% Notes Due February 1, 2007
Principal Amount
Underwriters of Notes
------------------ --------------
Deutsche Banc Alex. Brown Inc. ........................... $ 284,166,667
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................. 284,166,667
Salomon Smith Barney Inc. ................................ 284,166,666
Banc of America Securities LLC............................ 30,000,000
J.P. Morgan Securities Inc. .............................. 30,000,000
ABN AMRO Incorporated..................................... 12,500,000
Commerzbank Capital Markets Corp.......................... 12,500,000
Credit Suisse First Boston Corporation.................... 12,500,000
HSBC Securities (USA) Inc................................. 12,500,000
Lehman Brothers Inc. ..................................... 12,500,000
SG Cowen Securities Corporation........................... 12,500,000
Westdeutsche Landesbank Girozentrale...................... 12,500,000
Total................................................. $1,000,000,000
=============
7.000% Notes Due February 1, 2012
Principal Amount
Underwriters of Notes
------------------ --------------
Deutsche Banc Alex. Brown Inc. ........................... $ 284,166,667
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................. 284,166,667
Salomon Smith Barney Inc. ................................ 284,166,666
Banc of America Securities LLC............................ 30,000,000
J.P. Morgan Securities Inc. .............................. 30,000,000
ABN AMRO Incorporated..................................... 12,500,000
Commerzbank Capital Markets Corp.......................... 12,500,000
Credit Suisse First Boston Corporation.................... 12,500,000
HSBC Securities (USA) Inc................................. 12,500,000
Lehman Brothers Inc. ..................................... 12,500,000
SG Cowen Securities Corporation........................... 12,500,000
Westdeutsche Landesbank Girozentrale...................... 12,500,000
Total................................................. $1,000,000,000
=============
The Representatives of the underwriters have advised us that the
underwriters propose initially to offer each series of the Notes to the public
at the respective offering price set forth on the cover page of this prospectus
supplement and to certain dealers at such price less a concession not in excess
of 0.225% of the principal amount of the 6.125% Notes and 0.275% of the
principal amount of the 7.000% Notes. The underwriters may allow, and such
dealers may reallow, a concession not in excess of 0.200% of the principal
amount of the 6.125% Notes and 0.250% of the principal amount of the 7.000%
Notes to certain other dealers. After the initial public offering, the public
offering price and concession may be changed.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Notes are offered for sale in those jurisdictions in the United States,
Europe, Asia and Canada where it is legal to make such offers. Only offers and
sales of the Notes in the United States, as part of the initial distribution
thereof or in connection with resales thereof under circumstances where this
prospectus supplement and the accompanying prospectus must be delivered, are
made pursuant to the registration statement of which the accompanying
prospectus, as supplemented by this prospectus supplement, is a part.
Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the Notes or possesses or distributes this
prospectus supplement or the accompanying prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or sale
by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales and
neither GMAC nor any other underwriter shall have responsibility therefor.
Each underwriter, severally and not jointly, represents and agrees that:
o it has not offered or sold and will not offer or sell any Notes to
persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the Notes except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations
1995, as amended;
o it has only communicated or caused to be communicated and will only
communicate or casue to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA")) received by
it in connection with the issue or sale of such Notes in circumstances
in which section 21(1) of the FSMA does not apply to the Issuer;
o it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to any Notes in,
from or otherwise involving the United Kingdom; and
o it has not, directly or indirectly, offered or sold and will not
directly or indirectly, offer or sell in the Netherlands any Notes
other than to persons who trade or invest in securities in the conduct
of a profession or business (which include banks, stockbrokers,
insurance companies, pension funds, other institutional investors and
finance companies and treasury departments of large enterprises).
Although application has been made to list the Notes on the Luxembourg
Stock Exchange, the Notes are a new issue of securities with no established
trading market. No assurance can be given as to the liquidity of, or the trading
markets for, the Notes. We have been advised by the underwriters that they
intend to make a market in the Notes, but they are not obligated to do so and
may discontinue such market-making at any time without notice.
Purchasers of the Notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue prices set forth on the cover page of this prospectus
supplement.
In connection with the sale of the Notes, certain of the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes. Specifically, the underwriters may overallot the offering, creating a
short position. In addition, the underwriters may bid for and purchase the Notes
in the open market to cover short positions or to stabilize the price of the
Notes. Any of these activities may stabilize or maintain the market price of the
Notes above independent market levels. The underwriters will not be required to
engage in these activities, and may end any of these activities at any time.
J.P. Morgan Securities Inc., Deutsche Banc Alex. Brown Inc. will make the
notes available for distribution on the internet through a proprietary Web site
and/or a third-party system operated by Market Axess Inc., an Internet-based
communications technology provider. Market Axess is providing the system as a
conduit for communications between between J.P. Morgan Securities Inc., Deutsche
Banc Alex. Brown Inc. and their respective customers and is not a party to any
transactions. Market Axess Inc., a registered broker-dealer, will receive
compensation from J.P. Morgan Securities Inc. and Deutsche Banc Alex. Brown Inc.
based on transactions J.P. Morgan Securities Inc. and Deutsche Banc Alex. Brown
Inc. conduct through the system. J.P. Morgan Securities Inc. and Deutsche Banc
Alex. Brown Inc. will make the notes available to their respective customers
through the internet distributions, whether made through a proprietary or
third-party system, on the same terms as distributions made through other
channels.
Lloyd D. Ward, a director of J.P. Morgan Chase & Co., of which J.P. Morgan
Securities Inc. is a direct wholly owned subsidiary, is a director of General
Motors Corporation. E. Stanley O'Neal, a director of Merrill Lynch & Co., of
which Merrill, Lynch, Pierce, Fenner & Smith Incorporated is a wholly owned
subsidiary, is a director of General Motors Corporation. In the ordinary course
of their respective businesses, certain of the underwriters or their affiliates
have engaged, and will in the future engage, in commercial banking and
investment banking transactions with GMAC and certain of its affiliates.
General Information
Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of GMAC and a legal notice relating to the
issuance of the Notes have been deposited prior to listing with the Greffier en
Chef du Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may
be obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the Indenture and GMAC's
Annual Report on Form 10-K for the year ended December 31, 2000 as well as all
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed since December 31, 2000, so long as any of the Notes are
outstanding, will be made available for inspection at the main office of Banque
Generale du Luxembourg S.A. Banque Generale du Luxembourg S.A. will act as
intermediary between the Luxembourg Stock Exchange and GMAC and the holders of
the Notes. In addition, copies of the Annual Reports, Quarterly Reports and
Current Reports of GMAC may be obtained free of charge at such office.
Except as may be disclosed herein (including the documents incorporated by
reference), there has been no material adverse change in the financial or
trading position of GMAC since December 31, 2000.
Except as may be disclosed in the documents incorporated by reference, GMAC
is not a party to any legal or arbitration proceedings (including any that are
pending or threatened) which may have or have had during the previous 12 months
a significant effect on GMAC's consolidated financial position.
The 6.125% Notes have been assigned International Security Identification
Number (ISIN) US370425SB76 and CUSIP No. 370425SB7. The 7.000% Notes have been
assigned International Security Identification Number (ISIN) US370425SC59 and
CUSIP No. 370425SC5.
Legal Opinions
The validity of the Notes offered pursuant to this prospectus supplement
will be passed on for GMAC by Martin I. Darvick, Esq., Assistant General Counsel
of GMAC, and for the underwriters by Davis Polk & Wardwell. Mr. Darvick owns
shares, and has options to purchase shares, of General Motors Corporation common
stock, $1 2/3 par value and owns shares of General Motors Corporation Class H
common stock, $0.10 par value.
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.
PRINCIPAL EXECUTIVE OFFICES OF GMAC
200 Renaissance Center
Detroit, Michigan 48265-2000
United States
LEGAL AND TAX ADVISORS
TO GMAC
(As to United States Law) (As to United States Law)
Martin I. Darvick, Esq. Peter F. Hiltz, Esq.
300 Renaissance Center 300 Renaissance Center
Detroit, Michigan 48265 Detroit, Michigan 48265
United States United States
AUDITORS
Independent Auditors
of GMAC
Deloitte & Touche LLP
600 Renaissance Center
Detroit, Michigan 48243-1274
United States
LEGAL ADVISORS TO THE UNDERWRITERS
(As to United States Law)
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
United States
LISTING AGENT
Banque Generale du Luxembourg S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
TRUSTEE
The Bank of New York
101 Barclay Street
Floor 7E
New York, New York 10286
United States
PAYING AND TRANSFER AGENT IN LUXEMBOURG
Banque Generale du Luxembourg S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg
PROSPECTUS
$30,000,000,000
General Motors Acceptance Corporation
Debt Securities,
Warrants to Purchase Debt Securities
------------------
We will offer from time to time debt securities or warrants to purchase
debt securities. We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplemental prospectus carefully before you invest.
------------------
We reserve the sole right to accept and, together with our agents from time
to time, to reject in whole or in part any proposed purchase of securities to be
made directly or through any agents.
------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------
April 20, 2001
You should rely only on the information contained in or incorporated by
reference in this prospectus or any accompanying supplemental prospectus. We
have not authorized anyone to provide you with different information or to make
any additional representations. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of each of those documents.
Table of Contents
Page
Principal Executive Offices................................... 2
Where You Can Find More Information .......................... 2
Incorporation of Certain Documents by Reference .............. 2
Description of General Motors Acceptance Corporation.......... 3
Ratio of Earnings to Fixed Charges............................ 3
Use of Proceeds............................................... 3
Description of Debt Securities................................ 3
Description of Warrants....................................... 8
Plan of Distribution.......................................... 9
Experts....................................................... 11
Unless the context indicates otherwise, the words "GMAC", "we", "our",
"ours" and "us" refer to General Motors Acceptance Corporation.
Any agent's commissions or dealer or underwriter's discounts in relation to
the sale of securities covered by this prospectus will be set forth in the
applicable prospectus supplement. The net proceeds we receive from such sale
will be (a) the purchase price of the securities less such agent's commission,
(b) the purchase price of the securities, in the case of a dealer or (c) the
public offering price of the securities less such underwriter's discount. There
will be an additional deduction from the proceeds in the case of (a), (b) and
(c), for other related issuance expenses. Our aggregate proceeds from all
securities sold will be the purchase price of the securities sold less the
aggregate of the agents' commissions, the underwriter discounts and any other
expenses of issuance and distribution.
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 Seven World Trade Center, Suite 1300, New York,
New York 10048. 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.
Incorporation of Certain Documents 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 and any future filings made with the SEC until the
offering of all the securities has been completed. These documents contain
important information about GMAC and its finances.
SEC Filings (File No. 1-3754) Period
----------------------------- ------
Annual Report on Form 10-K Year ended December 31, 2000
You may request a copy of the documents incorporated by reference in this
prospectus, except exhibits to such prospectus, at no cost, 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-B07-C24
Detroit, Michigan 48265-2000
Tel: (313) 665-4327
Description of General Motors Acceptance Corporation
We are a wholly-owned subsidiary of General Motors Corporation and were
incorporated in 1997 under the Delaware General Corporation Law. On January 1,
1998, we merged with our predecessor, which was originally incorporated in 1919
under the New York Banking Law relating to investment companies, and thereupon
assumed all of our predecessor's assets, liabilities and obligations. Operating
directly and through subsidiaries and associated companies in which we have
equity investments, we offer a wide variety of automotive financial services to
and through franchised General Motors dealers in many countries throughout the
world. We also offer financial services to other automobile dealerships and to
the customers of those dealerships. Other financial services we offer include
insurance and mortgage banking.
Our principal businesses are:
o to finance the acquisition by franchised General Motors dealers for
resale of various new automotive and nonautomotive products
manufactured by General Motors Corporation;
o to acquire from such dealers, either directly or indirectly,
installment obligations covering retail sales and leases of new
General Motors products as well as used units of any make;
o to finance new products of other manufacturers; and
o to lease motor vehicles and certain types of capital equipment to
others.
The automotive financing industry is highly competitive. Our principal
competitors are affiliated finance subsidiaries of other major manufacturers as
well as a large number of banks, commercial finance companies, savings and loan
associations and credit unions. Our business is influenced by our ability to
offer competitive financing rates which in turn is directly affected by our
access to capital markets.
Ratio of Earnings to Fixed Charges
Years Ended
December 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
1.30 1.38 1.33 1.42 1.41
We compute the ratio of earnings to fixed charges by dividing earnings
before income taxes and fixed charges by the fixed charges. This ratio includes
our consolidated earnings and fixed charges. 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
We will add the net proceeds from the sale of the securities to our general
funds and they will be available for the purchase of receivables, the making of
loans or the repayment of debt. We may initially use the proceeds to reduce
short-term borrowings or to invest in short-term securities.
Description of Debt Securities
The debt securities offered are to be issued under an Indenture dated as of
July 1, 1982, as amended by:
o a First Supplemental Indenture dated as of April 1, 1986
o a Second Supplemental Indenture dated as of June 15, 1987
o a Third Supplemental Indenture dated as of September 30, 1996
o a Fourth Supplemental Indenture dated as of January 1, 1998
o a Fifth Supplemental Indenture dated as of September 30, 1998
and as further amended by the Trust Indenture Reform Act of 1990 (together, the
"Indenture"), between us and The Bank of New York, Successor Trustee (the
"Trustee"), copies of which are filed as exhibits to the registration statement.
The following summaries of certain provisions of the Indenture are not complete
and are subject to all provisions of the Indenture, including the definition of
certain terms.
The Indenture provides that, in addition to the debt securities being
offered, additional debt securities may be issued without limitation as to
aggregate principal amount, but only as authorized by our Board of Directors.
General
Reference is made to the accompanying prospectus supplement for the
following terms of the debt securities being offered:
o the designation of the debt securities;
o the aggregate principal amount of the debt securities;
o the percentage of their principal amount at which the debt securities
will be issued;
o the date or dates on which the debt securities will mature;
o the rate or rates per annum, if any, at which the debt securities will
bear interest;
o the times at which the interest will be payable;
o the date after which the debt securities may be redeemed and the
redemption price;
o the currency or currencies in which the debt securities are issuable
or payable;
o the exchanges on which the debt securities may be listed; and
o whether the debt securities shall be issued in book-entry form.
Principal and interest, if any, will be payable, and, unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable, at the principal corporate trust office of the Trustee, which
at the date hereof is 101 Barclay Street, New York, New York 10286, provided
that payment of interest may be made at our option by check mailed to the
address of the person entitled thereto.
The debt securities will be unsecured and unsubordinated and will rank pari
passu with all our other unsecured and unsubordinated obligations (other than
obligations preferred by mandatory provisions of law).
Some of the debt securities may be issued as discounted debt securities,
bearing no interest or interest at a rate, which at the time of issuance, is
below market rates, to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the accompanying prospectus supplement.
Debt securities will include debt securities denominated in United States
dollars or, at our option if so specified in the accompanying prospectus
supplement, in any other freely transferable currency.
If a prospectus supplement specifies that debt securities are denominated
in a currency other than United States dollars, the prospectus supplement will
also specify the denomination in which such debt securities will be issued and
the coin or currency in which the principal, premium, if any, and interest on
the debt securities, where applicable, will be payable, which may be United
States dollars based upon the exchange rate for such other currency existing on
or about the time a payment is due.
If a prospectus supplement specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange Act. We will comply with all issuer tender offer rules
and regulations under the Exchange Act, including Rule 14e-1, if such redemption
option is elected. We will make any required filings with the Commission and
furnish certain information to the holders of the debt securities.
Book-Entry, Delivery and Form
Unless otherwise indicated in the accompanying prospectus supplement, the
debt securities will be issued in the form of one or more fully registered
global securities (collectively, the "Global Debt Security") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be transferred,
in whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
The Depositary has advised as follows: it is a limited-purpose trust
company which was created to hold securities for its participating organizations
and to facilitate the clearance and settlement of securities transactions
between participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:
o securities brokers and dealers, including the underwriters named in
the accompanying prospectus supplement;
o banks and trust companies;
o clearing corporations; and
o certain other organizations.
Access to the Depositary's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants or indirect participants.
The Depositary advises that pursuant to procedures established by it:
o upon issuance of the debt securities by us, the Depositary will credit
the account of participants designated by the underwriters with the
principal amounts of the debt securities purchased by the
underwriters; and
o ownership of beneficial interests in the Global Debt Security will be
shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depositary (with respect to
participants' interests), the participants and the indirect
participants (with respect to the owners of beneficial interests in
the Global Debt Security).
The laws of some states require that certain persons take physical delivery
in definitive form of securities which they own. Consequently, the ability to
transfer beneficial interests in the Global Debt Security is limited to such
extent.
As long as the Depositary's nominee is the registered owner of the Global
Debt Security, such nominee for all purposes will be considered the sole owner
or holder of the debt securities under the Indenture. Except as provided below,
you will not:
o be entitled to have any of the debt securities registered in your
name,
o receive or be entitled to receive physical delivery of the debt
securities in definitive form, or
o be considered the owner or holder of the debt securities under the
Indenture.
Neither we, the Trustee, any Paying Agent nor the Depositary will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global Debt
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the debt securities registered in the
name of the Depositary's nominee will be made by the Trustee to the Depositary's
nominee as the registered owner of the Global Debt Security. Under the terms of
the Indenture, we and the Trustee will treat the persons in whose names the debt
securities are registered as the owners of the debt securities for the purpose
of receiving payment of principal and interest on the debt securities and for
all other purposes whatsoever. Therefore, we do not have, and neither the
Trustee nor any Paying Agent has, any direct responsibility or liability for the
payment of principal or interest on the debt securities to owners of beneficial
interests in the Global Debt Security. The Depositary has advised us and the
Trustee that its present practice is, upon receipt of any payment of principal
or interest, to immediately credit the accounts of the Participants with such
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interests in the Global Debt Security as shown on the
records of the Depositary. Payments by participants and indirect participants to
owners of beneficial interests in the Global Debt Security will be the
responsibility of such participants and indirect participants and will be
governed by their standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name".
If the Depositary is at any time unwilling or unable to continue as
depositary and we have not appointed a successor depositary within 90 days, we
will issue debt securities in definitive form in exchange for the Global Debt
Security. In addition, we may at any time determine not to have the debt
securities represented by the Global Debt Security and, in such event, will
issue debt securities in definitive form in exchange for the Global Debt
Security. In either instance, an owner of a beneficial interest in a Global Debt
Security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of the debt securities in definitive form. Debt securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons. No service
charge will be made for any transfer or exchange of the debt securities, but we
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Limitation on Liens
The only financial covenant applicable to the debt securities is that
described below. That covenant requires that the debt securities be equally and
ratably secured in the circumstances described therein but has no special
application merely by virtue of the occurrence of any transaction or series of
transactions resulting in material changes in GMAC's debt-to-equity ratio.
The debt securities are not secured by mortgage, pledge or other lien.
GMAC will covenant in the debt securities that so long as any of the debt
securities remain outstanding, it will not pledge or otherwise subject to any
lien any of its property or assets unless the debt securities are secured by
such pledge or lien equally and ratably with any and all other obligations and
indebtedness secured thereby so long as any such other obligations and
indebtedness shall be so secured. Such covenant does not apply to:
o 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;
o the pledge of receivables payable in foreign currencies (other than
Canadian dollars) to secure borrowings in foreign countries (other than
Canada);
o 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 GMAC from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or
against GMAC;
o 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
o 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 four clauses of this paragraph; provided,
however, that the amount of any and all obligations and indebtedness
secured thereby shall 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 shall 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 we will not merge or consolidate with another
corporation or sell or convey all or substantially all of our assets unless
either we are the continuing corporation or the new corporation shall expressly
assume the interest and principal due under the securities. In either case, the
Indenture provides that neither we 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
we or the successor company may continue to issue securities under the
Indenture.
Modification of the Indenture
The Indenture contains provisions permitting us and the Trustee to modify
or amend the Indenture or any supplemental indenture or the rights of the
holders of the debt securities issued thereunder, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the debt
securities of all series at the time outstanding under such Indenture which are
affected by such modification or amendment, voting as one class, provided that
no such modification shall:
o extend the fixed maturity of any debt securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate or
extend the time of payment of interest thereon, without the consent of
the holder of each debt security so affected, or
o reduce the aforesaid percentage of debt securities, the consent of the
holders of which is required for any such modification, without the
consent of the holders of all debt securities then outstanding under
the Indenture.
Events of Default
An Event of Default with respect to any series of debt securities issued
subject to the Indenture is defined in the Indenture as being:
o default in payment of any principal or premium, if any, on such
series;
o default for 30 days in payment of any interest on such series;
o default for 30 days after notice in performance of any other covenant
in the Indenture; or
o certain events of bankruptcy, insolvency or reorganization.
No Event of Default with respect to a particular series of debt securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of debt securities issued thereunder. In case an
Event of Default as set out in the first, second and third items listed above
shall occur and be continuing with respect to any series, the Trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal, or, in the case of
discounted debt securities, the amount specified in the terms thereof, of such
series to be due and payable. In case an Event of Default as set out in the
fourth item listed above shall occur and be continuing, the Trustee or the
holders of not less than 25% in aggregate principal amount of all the debt
securities then outstanding, voting as one class, may declare the principal, or,
in the case of discounted debt securities, the amount specified in the terms
thereof, of all outstanding debt securities to be due and payable. Any Event of
Default with respect to a particular series of debt securities may be waived by
the holders of a majority in aggregate principal amount of the outstanding debt
securities of such series, or of all the outstanding debt securities, as the
case may be, except in a case of failure to pay principal or premium, if any, or
interest on such debt security for which payment had not been subsequently made.
We are required to file with the Trustee annually an Officers' Certificate as to
the absence of certain defaults under the terms of the Indenture. The Indenture
provides that the Trustee may withhold notice to the securityholders of any
default, except in payment of principal, premium, if any, or interest, if it
considers it in the interest of the securityholders to do so.
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity or security.
Subject to such provisions for the indemnification of the Trustee and to
certain other limitations, the holders of a majority in principal amount of the
debt securities of each series affected, with each series voting as a separate
class, at the time outstanding shall have the right 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.
Concerning the Trustee
The Bank of New York is the Successor Trustee under the Indenture. It is
also Successor Trustee under various other indentures covering our outstanding
notes and debentures. The Bank of New York and its affiliates act as depository
for funds of, make loans to, act as trustee and perform certain other services
for, certain of our affiliates and us in the normal course of its business. As
trustee of various trusts, it has purchased our securities and those of certain
of our affiliates.
Description of Warrants
General
The following statements with respect to the warrants are summaries of the
detailed provisions of one or more separate warrant agreements (each a "Warrant
Agreement") between us and a banking institution organized under the laws of the
United States or one of the states thereof (each a "Warrant Agent"), a form of
which is filed as an exhibit to the registration statement. Wherever particular
provisions of the Warrant Agreement or terms defined therein are referred to,
such provisions or definitions are incorporated by reference as a part of the
statements made, and the statements are qualified in their entirety by such
reference.
The warrants will be evidenced by warrant certificates (the "Warrant
Certificates") and, except as otherwise specified in the prospectus supplement
accompanying this prospectus, may be traded separately from any debt securities
with which they may be issued. Warrant Certificates may be exchanged for new
Warrant Certificates of different denominations at the office of the Warrant
Agent. The holder of a warrant does not have any of the rights of a holder of a
debt security in respect of, and is not entitled to any payments on, any debt
securities issuable, but not yet issued, upon exercise of the warrants.
The warrants may be issued in one or more series, and reference is made to
the prospectus supplement accompanying this prospectus relating to the
particular series of warrants, if any, offered thereby for the terms of, and
other information with respect to, such warrants, including:
o the title and the aggregate number of warrants;
o the debt securities for which each warrant is exercisable;
o the date or dates on which the warrants will expire;
o the price or prices at which the warrants are exercisable;
o the currency or currencies in which the warrants are exercisable;
o the periods during which and places at which the warrants are
exercisable;
o the terms of any mandatory or optional call provisions;
o the price or prices, if any, at which the warrants may be redeemed at
the option of the holder or will be redeemed upon expiration;
o the identity of the Warrant Agent;
o the exchanges, if any, on which the warrants may be listed; and
o whether the Warrants shall be issued in book-entry form.
Exercise of Warrants
Warrants may be exercised by payment to the Warrant Agent of the exercise
price, in each case in such currency or currencies as are specified in the
warrant, and by communicating to the Warrant Agent the identity of the
warrantholder and the number of warrants to be exercised. Upon receipt of
payment and the Warrant Certificate properly completed and duly executed, at the
office of the Warrant Agent, the Warrant Agent will, as soon as practicable,
arrange for the issuance of the applicable debt securities, the form of which
shall be set forth in the prospectus supplement. If less than all of the
warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amounts of Warrants.
Plan of Distribution
We may sell the securities being offered in five ways:
o directly to purchasers,
o through agents,
o through underwriters,
o through dealers, and
o through a number of direct sales or auctions performed by utilizing
the Internet or a bidding or ordering system.
Direct Sales
We may directly solicit offers to purchase securities In this case, no
underwriters or agents would be involved.
By Agents
We may use agents to sell the securities. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act of 1933,
involved in the offer or sale of the securities in respect of which this
prospectus is delivered will be named, and any commissions payable by us to such
agent set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily five business days or less
By Underwriters
If an underwriter or underwriters are utilized in the sale, we will enter
into an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in the prospectus supplement, which will be used by the underwriters
to make resales of the securities in respect of which this prospectus is
delivered to the public.
By Dealers
If a dealer is utilized in the sale of the securities in respect of which
this prospectus is delivered, we will sell such securities to the dealer as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale
Delayed Delivery Contracts
If so indicated in the prospectus supplement, we will authorize agents and
underwriters to solicit offers by certain institutions to purchase securities
from us at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each delayed delivery contract will be
for an amount not less than the respective amounts stated in the prospectus
supplement. Unless we otherwise agree, the aggregate principal amount of
securities sold pursuant to delayed delivery contracts shall be not less nor
more than the respective amounts stated in the prospectus supplement.
Institutions with whom delayed delivery contracts, when authorized, may be made
include:
o commercial and savings banks,
o insurance companies,
o pension funds,
o investment companies,
o educational and charitable institutions, and
o other institutions.
All delayed delivery contracts are subject to our approval. Delayed
delivery contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities pursuant to contracts accepted by
us.
Through the Internet
We may also offer debt securities directly to the public, with or without
the involvement of agents, underwriters or dealers, and may utilize the Internet
or another electronic bidding or ordering system for the pricing and allocation
of such debt securities. Such a system may allow bidders to directly
participate, through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us, and which may
directly affect the price or other terms at which such securities are sold.
The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part
on the results of the Internet bidding process or auction. Many variations of
the Internet auction or pricing and allocating systems are likely to be
developed in the future, and we may utilize such systems in connection with the
sale of debt securities. We will describe in the related supplement to this
prospectus how any auction or bidding process will be conducted to determine the
price or any other terms of the debt securities, how potential investors may
participate in the process and, where applicable, the nature of the
underwriters' obligations with respect to the auction or ordering system.
General Information
The place and time of delivery for the securities described in this
prospectus are set forth in the accompanying prospectus supplement.
We may have agreements with the agents, underwriters and dealers to
indemnify them against certain liabilities, including liabilities under the
Securities Act of 1933.
Underwriters, dealers and agents may engage in transactions with or perform
services for us in the ordinary course of business.
In connection with the sale of the securities, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities. Specifically, the underwriters may overallot the
offering, creating a short position. In addition, the underwriters may bid for,
and purchase, the securities in the open market to cover short positions or to
stabilize the price of the securities. Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.
Experts
The consolidated financial statements incorporated in this prospectus by
reference from our Annual Report on Form 10-K for the year ended December 31,
2000 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.
[GRAPHIC OMITTED]
FINANCIAL
SERVICES