Bond Allied Financial Inc. 6.875% ( US370425SE16 ) in USD

Issuer Allied Financial Inc.
Market price 100 %  ▼ 
Country  United States
ISIN code  US370425SE16 ( in USD )
Interest rate 6.875% per year ( payment 2 times a year)
Maturity 27/08/2012 - Bond has expired



Prospectus brochure of the bond Ally Financial Inc US370425SE16 in USD 6.875%, expired


Minimal amount /
Total amount /
Detailed description Ally Financial Inc. is a diversified financial services company offering banking products, automotive financing, insurance, and investment products to consumers and businesses.

The Bond issued by Allied Financial Inc. ( United States ) , in USD, with the ISIN code US370425SE16, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/08/2012







<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>d424b2.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-58446
Prospectus Supplement
(To Prospectus Dated April 20, 2001)
$2,500,000,000
General Motors Acceptance Corporation
$1,000,000,000 6.125% Notes due August 28, 2007
$1,500,000,000 6.875% Notes due August 28, 2012
-----------------
The 6.125% notes will mature on August 28, 2007. Interest will accrue from
August 29, 2002 at the rate of 6.125% per year payable semi-annually in arrears
on February 28 and August 28 of each year, commencing on February 28, 2003. The
notes will not be redeemable prior to maturity unless certain events occur
involving United States taxation.
The 6.875% notes will mature on August 28, 2012. Interest will accrue from
August 29, 2002 at the rate of 6.875% per year payable semi-annually in arrears
on February 28 and August 28 of each year, commencing on February 28, 2003. 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 August 28, 2007
<TABLE>
<CAPTION>
Per Note Total
-------- ------------
<S> <C> <C>
Public Offering Price (1).......................................... 99.712% $997,120,000
Underwriting Discount.............................................. 0.325% $ 3,250,000
Proceeds, before expenses, to General Motors Acceptance Corporation 99.387% $993,870,000
</TABLE>
6.875% Notes Due August 28, 2012
<TABLE>
<CAPTION>
Per Note Total
-------- --------------
<S> <C> <C>
Public Offering Price (1).......................................... 99.332% $1,489,980,000
Underwriting Discount.............................................. 0.425% $ 6,375,000
Proceeds, before expenses, to General Motors Acceptance Corporation 98.907% $1,483,605,000
</TABLE>
(1) Plus accrued interest from August 29, 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 bookentry form only through The
Depository Trust Company, the Euroclear System or Clearstream Banking, societe
anonyme, Luxembourg on or about August 29, 2002.
-----------------
Joint Book-Running Managers
Banc of America Securities LLC
JPMorgan
Salomon Smith Barney
UBS Warburg
-----------------
Deutsche Bank Morgan Stanley
-----------------
<TABLE>
<CAPTION>
<S> <C> <C>
Barclays Capital BNP PARIBAS Commerzbank Capital Markets
HSBC RBC Capital markets Scotia Capital
TD Securities, Inc. Wachovia Securities, Inc. Westdeutsche Landesbank Girozentrale
</TABLE>
August 22, 2002
<PAGE>
Table of Contents
Prospectus Supplement
<TABLE>
<CAPTION>


Page
----
<S> <C>
Incorporation of Certain Documents by Reference S-2
Directors of GMAC.............................. S-3
Ratio of Earnings to Fixed Charges............. S-3
Consolidated Capitalization of GMAC............ S-4
Selected Consolidated Financial Data........... S-5
Use of Proceeds................................ S-6
Description of Notes........................... S-6
United States Federal Taxation................. S-12
Underwriting................................... S-16
General Information............................ S-18
Legal Opinions................................. S-19
Prospectus
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
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 on August 29, 2002,
which is five 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
S-1
<PAGE>
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.
<TABLE>
<CAPTION>
SEC Filings Period
----------- ------
<S> <C>
Annual Report on Form 10-K.... Year ended December 31, 2001.
Quarterly Reports on Form 10-Q Quarters ended March 31, 2002
and June 30, 2002.
Current Reports on Form 8-K... Dated January 16, 2002,
April 16, 2002 and


July 16, 2002.
</TABLE>
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 L. K.
Zukauckas, 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.
S-2
<PAGE>
Directors of GMAC
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
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
</TABLE>
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
<TABLE>
<CAPTION>
Unaudited
Six Months Ended Years Ended
June 30, December 31,
---------------- ------------
2002 2001 2001 2000
---- ---- ---- ----
<S> <C> <C> <C>
1.42 1.35 1.37 1.30
</TABLE>
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.
S-3
<PAGE>
CONSOLIDATED CAPITALIZATION OF GMAC
(Unaudited)
(In millions of U.S. Dollars)
<TABLE>
<CAPTION>
June 30,
2002
--------
<S> <C>
Total Debt............................................................................ $157,767
--------
Stockholders' Equity
Common stock, $.10 par value (authorized 10,000 shares, outstanding 10 shares)
and paid-in capital.............................................................. $ 5,641
Retained earnings.................................................................. 11,685
Net unrealized loss on derivatives................................................. (178)
Net unrealized gains on securities................................................. 183
Unrealized accumulated foreign currency translation adjustment..................... (285)
--------
Total stockholders' equity..................................................... $ 17,046
--------
Total Capitalization.................................................................. $174,813
========
</TABLE>
Note: Guarantees and contingent liabilities of GMAC are as disclosed on page


34 of the Annual Report on Form 10-K for the year ended December 31, 2001.
S-4
<PAGE>
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,
2001 and 2000 and from our unaudited financial statements for the six months
ended June 30, 2002 and 2001. 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 June 30, 2002 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.
<TABLE>
<CAPTION>
Six Months Ended Years Ended
June 30, December 31,
2002 2001 2001 2000
-------- ---------- -------- ----------
(in millions of U.S. Dollars)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents............................................. $ 3,870 $ 1,106.5 $ 10,101 $ 1,147.8
-------- ---------- -------- ----------
Earning assets:
Investments in securities............................................. $ 12,537 $ 10,472.6 $ 10,587 $ 9,485.0
Finance receivables, net.............................................. 107,241 90,103.3 100,328 93,024.8
Investment in operating leases, net................................... 25,069 26,852.7 25,227 29,311.1
Notes receivable from General Motors Corporation...................... 3,509 5,495.8 4,165 5,434.0
Real estate mortgages--held for sale.................................. 8,291 7,515.5 10,187 5,758.5
--held for investment................................. 7,917 1,428.3 3,384 1,895.1
--lending receivables................................. 3,460 3,257.8 4,520 2,960.0
Factored receivables.................................................. 1,302 1,851.1 1,419 2,291.1
Due and deferred from receivable sales, net........................... 2,380 1,703.2 2,260 1,159.3
Mortgage servicing rights, net........................................ 4,406 4,342.5 4,840 3,984.5
Goodwill.............................................................. 3,215 3,227.6 3,144 3,117.1
Other................................................................. 16,645 11,493.5 12,559 8,903.9
-------- ---------- -------- ----------
Total Assets....................................................... $199,842 $168,850.4 $192,721 $168,472.2
======== ========== ======== ==========
Interest.............................................................. $ 2,467 $ 2,122.1 $ 2,381 $ 1,765.9
Insurance losses and loss reserve..................................... 1,991 1,736.7 1,797 1,718.7
Unearned insurance premiums and revenue............................... 3,104 2,390.7 2,578 2,151.1
Deferred income taxes................................................. 3,921 3,645.8 3,883 3,574.3
United States and foreign income and other taxes payable.............. 1,242 894.1 805 805.5
Other postretirement benefits......................................... 759 742.0 750 744.3
Other................................................................. 11,545 11,195.3 12,360 10,300.1
Debt.................................................................. 157,767 131,393.8 152,033 133,372.2
-------- ---------- -------- ----------
Total liabilities.................................................. $182,796 $154,120.5 $176,587 $154,432.1
-------- ---------- -------- ----------
Common stock, $.10 par value (authorized 10,000 shares,
outstanding 10 shares) and paid-in capital.......................... 5,641 5,127.9 5,641 5,127.9
Retained earnings..................................................... 11,685 9,942.9 10,815 9,028.5
Net unrealized loss on derivatives.................................... (178) (111.0) (171) --
Net unrealized gains on securities.................................... 183 178.1 226 231.7
Unrealized accumulated foreign currency translation
adjustment.......................................................... (285) (408.0) (377) (348.0)
-------- ---------- -------- ----------
Accumulated other comprehensive loss.................................. (280) (340.9) (322) (116.3)
-------- ---------- -------- ----------
Total stockholder's equity............................................ 17,046 14,729.9 16,134 14,040.1
-------- ---------- -------- ----------
Total Liabilities and Stockholder's Equity......................... $199,842 $168,850.4 $192,721 $168,472.2
======== ========== ======== ==========
</TABLE>
S-5
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended Years Ended
June 30, December 31,
2002 2001 2001 2000
------- ------ --------- ---------
(in millions of U.S. Dollars)
<S> <C> <C> <C> <C>
Income Statement Data:
Financing revenue
Retail and lease financing....................... $ 3,084 $2,505 $ 5,343.0 $ 4,773.8
Operating leases................................. 3,468 3,778 7,369.4 7,906.7
Wholesale, commercial and term loans............. 773 1,377 2,371.1 2,812.9
------- ------ --------- ---------
Total financing revenue....................... 7,325 7,660 15,083.5 15,493.4
Interest and discount............................ 3,322 4,066 7,599.3 8,294.7
Depreciation on operating leases................. 2,346 2,473 4,884.6 5,166.2
------- ------ --------- ---------
Net financing revenue......................... 1,657 1,121 2,599.6 2,032.5
Insurance premiums earned........................ 1,265 1,005 2,044.6 1,883.8
Mortgage revenue................................. 2,930 2,572 5,333.6 3,907.2
Other income..................................... 1,408 1,558 3,014.1 2,376.7
------- ------ --------- ---------
Net financing revenue and other............... 7,260 6,256 12,991.9 10,200.2
------- ------ --------- ---------
Expenses:
Salaries and benefits............................ 1,139 1,019 1,973.4 1,865.9
Amortization of intangibles...................... 976 444 1,185.9 660.7
Other operating expenses......................... 1,792 1,967 3,976.3 3,072.5


Insurance losses and loss adjustment expenses.... 992 911 1,711.2 1,493.1
Provision for credit losses...................... 952 536 1,346.4 551.6
------- ------ --------- ---------
Total expenses................................ 5,851 4,877 10,193.2 7,643.8
Income before income taxes....................... 1,409 1,379 2,798.7 2,556.4
United States, foreign and other income taxes.... 539 499 1,047.1 954.3
------- ------ --------- ---------
Income before cumulative effect of account change 870 880 1,751.6 1,602.1
Cumulative effect of accounting change........... -- 34 34.3 --
------- ------ --------- ---------
Net income.................................... 870 914 1,785.9 1,602.1
Retained earnings at beginning of the period..... 10,815 9,029 9,028.5 7,426.4
------- ------ --------- ---------
Retained earnings at end of the period........ $11,685 $9,943 $10,814.4 $ 9,028.5
======= ====== ========= =========
</TABLE>
Use of Proceeds
We will receive net proceeds before expenses of $2,477,475,000 from the
concurrent sale of the 6.125% Notes due August 28, 2007 (the "6.125% Notes")
and the 6.875% Notes due August 28, 2012 (the "6.875% 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 6.875% Notes (collectively, the "Notes") offered hereby supplements and, to
the extent that the terms are inconsistent, replaces, the
S-6
<PAGE>
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 6.875% Notes will be issued in an initial aggregrate
principal amount of $1,500,000,000. 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 August 28, 2007 and the 6.875%
Notes will be redeemed at par on August 28, 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 August 29, 2002 at the rate of 6.125% per annum, payable on February 28
and August 28 of each year, the first payment to be made on February 28, 2003
in respect of the period from August 29, 2002 to February 28, 2003, 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 28 and August
28. The 6.875% Notes will bear interest, calculated on the basis of a 360-day
year consisting of twelve 30-day months, from August 29, 2002 at the rate of
6.875% per annum, payable on February 28 and August 28 of each year, the first
payment to be made on February 28, 2003 in respect of the period from August
29, 2002 to February 28, 2003, 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 28 and August 28.
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 JPMorgan Chase 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,
S-7
<PAGE>
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
S-8
<PAGE>
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
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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:
. 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
. 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:


. 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
. 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;
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(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;
(h) any Notes where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN (European Union's Economic and Finance Ministers) Council meeting of
26-27 November 2000 as laid down in the revised proposal for the Directive
of 18 July 2001 or any law implementing or complying with, or introduced in
order to conform to, such Directive; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) or (h);
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:
. 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,
. 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,
. 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.
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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:
. a citizen or resident of the United States,
. a corporation or other entity created or organized in or under the laws of
the United States or of any political subdivision thereof,
. an estate the income of which is subject to United States federal income
taxation regardless of its source, or
. 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.
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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:
. a nonresident alien individual,
. a foreign corporation or partnership, or


. 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,
. (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
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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
(generally on IRS Form W-8IMY);
. 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
. 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
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