As filed with the Securities and Exchange Commission on April 6, 2001
Registration No. 333-XXXXX
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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General Motors Acceptance Corporation
A Delaware Corporation-- I.R.S. Employer No. 38-0572512
General Motors Acceptance Corporation
200 Renaissance Center
Detroit, Michigan 48265
(313-556-5000)
Agent For Service
Jerome B. Van Orman, Jr., Vice President
General Motors Acceptance Corporation
200 Renaissance Center, Detroit, Michigan 48265 (313-665-6266)
Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.
__________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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__________________
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1)(2) Per Unit Price (3) Fee
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Debt Securities $19,300,000,000 Various $19,300,000,000 $4,825,000.00
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Warrants (2)
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Or, if any Debt Securities (a) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $30,000,000,000, at the time of
initial offering, (b) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$30,000,000,000, or (c) are issued with their principal amount payable at
maturity to be determined with reference to a currency exchange rate or other
index, such principal amount as shall result in an aggregate initial offering
price of $30,000,000,000.
(1) The amount of Debt Securities and Warrants being registered, together with
$10,700,000,000 remaining Debt Securities registered on March 16, 2000
(Registration No. 333-32650), represents the maximum aggregate principal
amount of Securities which, on April 06, 2001, are expected to be offered
for sale.
(2) Warrants may be offered and sold entitling the holder to purchase any of
the Debt Securities as permitted by Rule 457(g); no registration fee is
attributable to the Warrants registered hereby.
(3) Estimated solely for the purpose of determining the amount of the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to debt securities of the
registrant remaining unissued under Registration Statement No. 333-32650.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Subject to Completion, Dated April 6, 2001
PROSPECTUS
$30,000,000,000
General Motors Acceptance Corporation
Debt Securities,
Warrants to Purchase Debt Securities
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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.
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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.
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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.
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April XX, 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.
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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
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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
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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
PART II
Information not required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in the registration statement:
Securities and Exchange Commission registration fee.......... $4,825,000
Blue Sky filing and counsel fees............................. 25,000
Fees and expenses of Trustee................................. 5,000
Printing Registration Statement, Prospectus
and other documents...................................... 40,000
Accountants' fees ........................................... 15,000
Rating Agencies' fees ....................................... 150,000
Miscellaneous expenses....................................... 90,000
----------
Total.................................................... $5,150,000
==========
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware Corporation Law, GMAC is empowered to
indemnify its directors and officers in the circumstances therein provided.
GMAC's Certificate of Incorporation, as amended, provides that no director
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability:
o for any breach of the director's duty of loyalty to GMAC or its
stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o under Section 174, or any successor provision thereto, of the Delaware
Corporation Law; or
o for any transaction from which the director derived an improper
personal benefit.
Under Article VI of its By-Laws, GMAC shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of GMAC, or is or was
serving at the request of GMAC as a director, an officer, an employee, a
fiduciary or a member of any other corporation, partnership, joint venture,
trust, organization or other enterprise. GMAC shall not be required to indemnify
a person in connection with a proceeding initiated by such person if the
proceeding was not authorized by the Board of Directors of GMAC. GMAC shall pay
the expenses of directors and officers incurred in defending any proceeding in
advance of its final disposition ("advancement of expenses"); provided, however,
that the payment of expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under Article VI of the By-Laws or otherwise. If a claim for
indemnification or advancement of expenses by an officer or director under
Article VI of the By-Laws is not paid in full within ninety days after a written
claim therefor has been received by GMAC, the claimant may file suit to recover
the unpaid amount of such claim, and if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the Company shall have the burden of proving that the claimant was not entitled
to the requested indemnification or advancement of expenses under applicable
law. The rights conferred on any person by Article VI of the By-Laws shall not
be exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of GMAC's Certificate of Incorporation or By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise. GMAC's
obligation, if any, to indemnify any person who was or is serving at its request
as a director, an officer or an employee of another corporation, partnership,
joint venture, trust, organization or other enterprise shall be reduced by any
amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, organization or other enterprise.
As a subsidiary of General Motors Corporation, GMAC is insured against
liabilities which it may incur by reason of the foregoing provisions of the
Delaware General Corporation Law and directors and officers of GMAC are insured
against some liabilities which might arise out of their employment and not be
subject to indemnification under said General Corporation Law.
Pursuant to resolutions adopted by the Board of Directors of General Motors
Corporation, that company to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
GMAC, or any of them, who incur or are threatened with personal liability,
including expenses, under the Employee Retirement Income Security Act of 1974 or
any amendatory or comparable legislation or regulation thereunder.
Item 16. Exhibits.
*1(a) Form of Underwriting Agreement (including form of Delayed Delivery Contract).
*1(b) Form of Purchase Agreement.
*1(c) Form of Selling Agent Agreement.
*4(a) Form of Indenture, dated as of July 1, 1982, between GMAC and
Morgan Guaranty Trust Company of New York, Trustee.
*4(b) Form of Note.
*4(c) Form of Debenture.
*4(d) Form of Discount Security.
*4(e) Form of Zero Coupon Security.
*4(f) Form of Extendible Note.
4(g) First Supplemental Indenture, dated as of April 1, 1986, between the Company and Morgan
Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
Statement No. 33-4653.
4(h) Second Supplemental Indenture, dated as of June 15, 1987, between the Company and Morgan
Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
Statement No. 33-15236.
4(i) Third Supplemental Indenture, dated as of September 30, 1996,
between the Company and The Bank of New York, Successor
Trustee, incorporated by reference to Registration Statement
No. 333-33183.
4(j) Fourth Supplemental Indenture, dated as of January 1, 1998,
between GMAC and The Bank of New York, Successor Trustee,
incorporated by reference to Registration Statement No.
333-48705.
4(k) Fifth Supplemental Indenture, dated as of September 30, 1998,
between GMAC and The Bank of New York, Successor Trustee,
incorporated by reference to Registration Statement No.
333-75463.
**4(l) Form of Warrant Agreement.
4(m) Form of Warrant Certificate included in Exhibit 4(l).
**4(n) Form of Global Note.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General Counsel of the Company.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
--------
* Incorporated by reference to Exhibits 1(a) through 4(f), respectively, to Registration Statement No.
2-75115.
** Incorporated by reference to Exhibits 4(l) and 4(n), respectively, to Registration Statement No.
33-29261.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 , each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of GMAC pursuant to the
provisions discussed in Item 15 above, or otherwise, GMAC has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefor, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by GMAC of expenses incurred or paid by a director or officer of
GMAC in the successful defense of any action, suit or proceeding) is asserted by
such director or officer in connection with the securities being registered,
GMAC will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Motors Acceptance Corporations, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, and State of
Michigan, on the 6th day of April, 2001.
General Motors Acceptance Corporation
/s/ JOHN D. FINNEGAN
------------------------------------------------------
(John D. Finnegan, Chairman of the Board and President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 6, 2001 by the following persons
in the capacities indicated.
Signature Title
/s/ JOHN D. FINNEGAN
---------------------------------
(John D. Finnegan) Chairman of the Board, President
and Director
/s/ WILLIAM F. MUIR
---------------------------------
(William F. Muir) Executive Vice President, Chief
Financial Officer and Director
/s/ GERALD E. GROSS
---------------------------------
(Gerald E. Gross) Controller
(Chief Accounting Officer)
/s/ RICHARD J. S. CLOUT
---------------------------------
(Richard J. S. Clout) Executive Vice
President and Director
/s/ JOHN M. DEVINE
---------------------------------
(John M. Devine) Director
/s/ ERIC A. FELDSTEIN
---------------------------------
(Eric A. Feldstein) Director
s/ JOHN E. GIBSON
---------------------------------
(John E. Gibson) Executive Vice
President and Director
/s/ HARRY J. PEARCE
---------------------------------
(Harry J. Pearce) Director
/s/ W. ALLEN REED
---------------------------------
(W. Allen Reed) Director
/s/ JOHN F. SMITH, JR.
---------------------------------
(John F. Smith, Jr.) Director
/s/ G. RICHARD WAGONER, JR.
---------------------------------
(G. Richard Wagoner, Jr. Director
/s/ RONALD L. ZARRELLA
---------------------------------
(Ronald L. Zarrella) Director
Exhibit Index
Exhibit
Number Exhibit
*1(a) Form of Underwriting Agreement (including form of Delayed Delivery Contract).
*1(b) Form of Purchase Agreement.
*1(c) Form of Selling Agent Agreement.
*4(a) Form of Indenture, dated as of July 1, 1982, between the
Company and Morgan Guaranty Trust Company of New York,
Trustee.
*4(b) Form of Note.
*4(c) Form of Debenture.
*4(d) Form of Discount Security.
*4(e) Form of Zero Coupon Security.
*4(f) Form of Extendible Note.
4(g) First Supplemental Indenture, dated as of April 1, 1986, between the Company and Morgan
Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
Statement No. 33-4653.
4(h) Second Supplemental Indenture, dated as of June 15, 1987, between the Company and Morgan
Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
Statement No. 33-15236.
4(I) Third Supplemental Indenture, dated as of September 30, 1996,
between the Company and The Bank of New York, Successor
Trustee, incorporated by reference to Registration Statement
No. 333-33183.
4(j) Fourth Supplemental Indenture, dated as of January 1, 1998,
between the Company and The Bank of New York, Successor
Trustee, incorporated by reference to Registration Statement
No. 333-48705.
4(k) Fifth Supplemental Indenture, dated as of September 30, 1998,
between the Company and The Bank of New York, Successor
Trustee, incorporated by reference to Registration Statement
No. 333-75463.
**4(l) Form of Warrant Agreement.
4(m) Form of Warrant Certificate included in Exhibit 4(l).
**4(n) Form of Global Note.
5 Opinion and Consent of Martin I. Darvick, Esq., Assistant General Counsel of the Company.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Counsel included in Exhibit 5.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
--------
* Incorporated by reference to Exhibits 1(a) through 4(f), respectively, to Registration Statement No.
2-75115.
** Incorporated by reference to Exhibits 4(l) and 4(n), respectively, to Registration Statement No.
33-29261.